Thank you for choosing Surpplax Asset Management and reviewing our Terms & Conditions (“Terms“). This agreement governs the terms under which Surpplax Asset Management (“Surpplax,” “we,” or “us“) provides access to and use of our Services, encompassing all policies, schedules, and additional terms posted on our Site, applications, tools, software, and Services.

Surpplax serves as a digital commerce platform tailored for enterprises, offering comprehensive supply chain management solutions from procurement to disposition. Our innovative Marketplace provides registered users (“Users“) the opportunity to buy and sell a diverse range of valuable assets, such as products, equipment, parts, commodities, and other materials. While we facilitate these transactions, it’s essential to note that we act as a trusted facilitator, not the buyers or sellers themselves. We do not exert control over the quality, safety, or availability of listed assets, and we cannot guarantee transaction completion by a buyer. Additionally, we cannot ensure the accuracy of listings or determine the creditworthiness of buyers. Users engage in transactions at their own risk, and we must emphasize our disclaimer of liability to the fullest extent permitted by law. Rest assured, we are dedicated to providing a secure and efficient platform, but users should be aware of the inherent risks associated with their transactions.

Your use of the website at https://surpplax.com.br or any mobile application granting access to our Marketplace (“Site“) implies your acceptance and agreement to be bound by these Terms, regardless of whether you have registered for a free account. Your use also acknowledges acceptance of our Privacy Policy, outlining the collection and use of user information. This Agreement incorporates all policies attached as appendices and any other additional policies and terms posted on our Services.

By agreeing to these Terms, you confirm that you are at least eighteen (18) years old. If you accept these Terms on behalf of another individual or entity, you affirm your legal authority to do so, and said individual or entity is accountable to us for any violation of these Terms. If you disagree with any provision outlined in these Terms, accessing or using the Site and provided features is not authorized.

IMPORTANT: This Agreement includes provisions related to disclaimers of warranties, limitations of liability, and mandatory class action/jury trial waivers. By accepting this Agreement, each user agrees to resolve disputes through bench trials on an individual basis and waives the use of jury trials or class actions.

These Terms are subject to revision at any time and for any reason. We may notify you of changes through various means, including notifications on the Site. Your continued access, browsing, or use of the Site confirms your acceptance of the updated Terms. It is recommended that you periodically review this page for updates. If you do not agree to the revised Terms, accessing or using the Site is not permitted.

2. Account Registration and Personal Information Security

To access specific areas or features of the Site, user account registration is mandatory. It is important to note that each registration is intended for a single user. By creating an account, you explicitly acknowledge and agree to the following terms:

(a) Provide accurate, current, and complete account information.

(b) Promptly update your account information to ensure its accuracy.

(c) Safeguard the security of your account credentials.

(d) Take responsibility for the actions or omissions of any third party authorized to access or use the Site on your behalf.

(e) Immediately notify us of any suspected security breaches related to the Site or your account.

You can modify your registration details by updating your account information on the Site. Please be aware that providing false, inaccurate, outdated, or incomplete information may result in the suspension or termination of your account, and the refusal of any present or future use of the Site.

By creating an account, you consent to receive electronic communications from Surpplax, which may include emails or notices posted on the Site. These communications are crucial for managing your account (e.g., payment authorizations, password changes, and other transactional information) and are considered integral to your relationship with us. You agree that any notices, agreements, disclosures, or other communications sent to you electronically satisfy all legal requirements for written communication. It is advisable to retain copies of electronic communications by either printing a hard copy or saving an electronic version.

Additionally, you may receive promotional emails containing newsletters, special offers, surveys, and other relevant news and information. You have the option to unsubscribe from these promotional emails at any time by following the provided instructions.

3. Utilizing Surpplax Marketplace

Surpplax Marketplace is designed exclusively for enterprises. Organizations interested in joining the Marketplace can submit an application through the site, subject to our review for acceptance or rejection. Membership may be revoked at our sole discretion. Please refrain from applying if your organization is insolvent, undergoing bankruptcy proceedings, or facing any legal incapacity that could impede transaction completion. While we conduct vetting processes, we provide no guarantees regarding user reliability. All transactions are undertaken at your own risk. Surpplax is not responsible for disputes between users.

In the Marketplace, users referred to as “Sellers,” can list assets for sale, and other users, referred to as “Buyers,” can purchase them. Sellers must provide accurate information about listed assets, ensuring compliance with all applicable laws. By listing, sellers affirm compliance with export controls, embargos, and sanction orders. Sellers must confirm neither they nor the listed asset is associated with a U.S. Government embargoed or “terrorist supporting” country, and they are not listed on any U.S. Government restricted parties roster.

Sellers are responsible for the accuracy of listings, affirming ownership without encumbrances. We reserve the right to determine listing publication, appearance in search results, and order displayed. Non-compliance with terms may result in listing removal.

Before bidding, Buyers are responsible for reviewing entire listings. Winning bidders coordinate delivery or collection with the Seller. We do not transfer legal ownership; it occurs through User agreements. We provide no guarantees or warranties unless specified by the Seller. Buyers and Sellers negotiate delivery terms. Surpplax is not responsible for acquiring, shipping, delivering, or completing transactions related to listed assets.

As part of the Marketplace, we may offer third-party services (e.g., escrow, shipping, dispute resolution). We assume no responsibility for these services; inclusion doesn’t imply endorsement. Third-party options are provided for informational purposes, and users can choose whether to use them.

4. Payment and Billing Information

Listing an Asset on the Marketplace and placing a bid does not incur any charges. However, for each sold Asset, Surpplax will impose a fee on the Buyer, which is a percentage of the total sale price (pre-tax) specified in the Asset’s Listing. Additionally, depending on the specific Asset and services provided to the Seller, Surpplax may collect a fee from the Seller. Once a sale is completed, we will issue an invoice directly to the Buyer for the Total Sale Price, including our fee and any applicable taxes. The Buyer is required to make payment into the designated bank account within five (5) business days of receiving the invoice. Late payments will incur an interest charge of two percent (2%) per month or the maximum rate allowed by law, if lower. After the funds have been successfully cleared in our bank account and upon receipt of a valid invoice from the Seller, we will remit the Sale Proceeds to the Seller, deducting our fee and any applicable taxes. Please note that Buyers and Sellers are responsible for all currency conversion and other transaction fees.

By providing a credit card or any other accepted payment method, you affirm and guarantee that you have the authority to use the designated payment method. Furthermore, you authorize our third-party payment processor to charge your payment method for the complete amount specified on your invoice, including any applicable taxes and additional charges. It is your responsibility to promptly address any issues encountered with your payment. Please be aware that the billed amount may vary due to promotional offers or changes in applicable taxes or charges, and you grant authorization to our third-party payment processor to charge your payment method accordingly.

5. Taxes

All bids and orders placed within the Marketplace do not include any taxes imposed on the purchase of an Asset. The Buyer is responsible for any applicable taxes and must either remit them or provide a valid exemption certificate for such taxes.

To facilitate the payment process between the Buyer and the Seller, Surpplax will collect the payment from the Buyer and remit it to the Seller according to the information provided in Section 4. In cases where Surpplax is required to generate an invoice, whether it is for collecting payment from the Buyer on behalf of the Seller or for the Seller to receive the Sale Proceeds, Surpplax will make reasonable efforts to accurately determine any applicable taxes and/or duties. However, it is ultimately your responsibility to report, collect, and remit all relevant taxes (such as sales tax, VAT, or other indirect taxes) duties, fees, and charges associated with the transactions facilitated on the Marketplace. You acknowledge and agree that Surpplax will not be held liable for any losses incurred as a result of Surpplax’ calculation of taxes or duties on an invoice.

Surpplax will handle the collection and remittance of applicable taxes on the fees charged for Surpplax services. These taxes will be charged in addition to our fee. Please note that the amount of taxes shown at checkout may be adjusted if our services are subject to sales tax. Factors such as variances in processor programs and changes in tax rates may contribute to these adjustments. Moreover, Surpplax reserves the right to report, collect, and remit any applicable taxes, duties, fees, or other charges related to the sale of Assets in jurisdictions where Surpplax is obligated to do so. As a Buyer, you agree to fully reimburse Surpplax for any such taxes, duties, fees, or other charges. If we are required to collect sales tax from you, please provide us with any requested information, such as your identification or registration number, to determine your tax obligations. If you are eligible for any exemptions from sales or use tax, it is your responsibility to provide us with legally-sufficient tax exemption certificates or documentation for each applicable jurisdiction. We will apply these certificates or documentation to charges on your account after we receive them. If any deduction or withholding is mandated by law, please inform us and ensure that you pay us any additional amounts necessary to ensure that the net amount received by us, after any deduction or withholding, equals the amount that would have been received if no deduction or withholding were required.

6. License to Access and use the Site and Content

Unless explicitly stated otherwise in written form by us, all Content on the Site, including but not limited to the Surpplax logo, designs, text, graphics, images, information, data, software, User Content (as defined in Section 9), and other files, as well as their arrangement and selection, are the property of Surpplax, our licensors, or users, as applicable. The Content is protected by copyright and other laws in the United States and internationally.

By accepting these Terms, you are granted a personal, non-exclusive, non-transferable, and non-sublicensable license to access and use the Site and Content for personal, non-commercial purposes. For example, you may use the Marketplace to sell Assets but are prohibited from using the Site or Content to generate revenue in other ways. All rights not expressly granted to you in these Terms are reserved. These Terms do not grant you any ownership rights or other rights to the Site or Content, except for the limited license to use the Site as specified in these Terms, and you must comply with all terms, conditions, and restrictions outlined in these Terms.

Your license to access and use the Site and Content is subject to these Terms, and it does not include the right to engage in certain activities. Specifically, you are not permitted to: (a) sell, commercially use, or resell the Site or Content; (b) publicly distribute, display, or perform any Content; (c) create derivative works or modify the Site or Content, or any part thereof; (d) use data mining, robots, or similar methods to gather or extract data from the Site; (e) download any portion of the Site or Content, except as expressly permitted by us (excluding page caching); (f) use the Site to stalk, threaten, or violate the rights of others, including their privacy or publicity rights; (g) interfere with the Site, servers, or networks used in connection with the Site; or (h) use the Site or Content for purposes other than their intended purposes.

Unauthorized use of the Site or Content, without our prior written permission, is strictly prohibited and will result in the termination of the granted license. Such unauthorized use may also constitute a violation of applicable laws, including copyright, trademark, and communications regulations. It is important to note that these Terms do not grant you any rights or licenses to patents, trademarks, copyrights, or other proprietary rights of Surpplax or any third party unless explicitly stated by us. This license can be revoked at any time.

You agree not to remove, alter, or conceal any copyright, trademark, service mark, or other proprietary rights notices embedded in or accompanying the Content. Furthermore, you will not engage in activities such as reproducing, modifying, adapting, creating derivative works based on, performing, displaying, publishing, distributing, transmitting, broadcasting, selling, licensing, or otherwise exploiting the Content.

7. Trademark

The Surpplax logo and any other Surpplax product or service names, trademarks, logos, or other indicia (“Marks”) that may appear on the Site are the property of Surpplax or its subsidiaries, affiliates, or third parties, and may not be copied, imitated, or used, in whole or in part, without our prior written permission, except to accurately identify an Asset listed for sale on the Marketplace. Nothing contained in the Site shall be construed as granting, by implication or otherwise, any license or right to use any such Mark without the prior written permission of Surpplax or such third party that may own such Mark. Your misuse of any such Mark, or any other Content, is strictly prohibited.

By using the Site, each User authorizes Surpplax to make use of the User’s name, logo, and/or trademark without notice to or consent by such User, in connection with the marketing or promotional materials that Surpplax may disseminate to the public. Such materials may include but are not limited to, brochures, information posted on the internet or social media platforms, press releases, advertising in newspapers and/or other periodicals, and any other materials relating to the fact that the User is a user of the Site. Surpplax may develop, disseminate, and use such materials without User’s review. However, this authorization does not obligate Surpplax to make use of the User’s name, logo, and/or trademark in any promotional materials.

8. Legal Obligations; Privacy Policy

Surpplax is committed to processing and protecting the personal data collected through the Site when you use the Site in compliance with our obligations under applicable privacy laws, including, if applicable to you, the European Union General Data Protection Regulation. Surpplax’s policy is only to retain personal data that is necessary to provide our services, except that we may retain your personal data for longer periods where reasonably necessary to comply with our legal obligations (including law enforcement requests), meet regulatory requirements, resolve disputes, maintain security, prevent fraud and abuse, enforce these Terms, or fulfill your request to “unsubscribe” from further messages from us. This policy applies to personal data that you or others provided to us and personal data generated or inferred from your use of our services. When Surpplax is the data controller, we will decide how your personal data is processed and for what purposes. For additional information about your rights and your personal data, what data is collected, how it is processed, protected, shared, and how long it is retained, please see the Surpplax Privacy Notice.

Where Surpplax has a good faith belief that such action is necessary to comply with a judicial proceeding, court order, warrant, administrative order, civil investigative demand, subpoena, or other valid legal processes, Surpplax may disclose IP addresses, personal information, and any contents of the Site where it is legally compelled to do so.

We implement a number of security features to help guarantee and ensure to the greatest extent possible that your information is safe. We use industry-standard technologies when transferring and receiving user data exchanged between Surpplax and third parties to ensure its security. User data may be stored on servers maintained by our third-party partners and subject to their security safeguards which are periodically audited, with certifications from accreditation bodies across geographies and verticals. All financial transactions are made securely. Please see Surpplax’s Privacy Notice for additional information relating to the privacy and security of information collected by us.

9. User Guidelines and Content

All users are required to strictly comply with Surpplax’s User Guidelines, which are periodically updated and outline the rules of conduct and guidelines for utilizing the Site.

You are solely responsible and liable for all data, information, and other materials (“User Content”) that you submit, upload, post, email, or otherwise transmit (“Transmit”) in connection with the Site. Furthermore, Surpplax has no control over and assumes no liability for any damages arising from the use or misuse of information by any third party that becomes public through the Site. If you decide to submit User Content to us or make it publicly available, you do so at your own risk, and Surpplax shall not be held liable.

You agree that you will not, and will not permit anyone else to, directly or indirectly:

  • Transmit any User Content that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another’s privacy, or racially, ethnically, or otherwise objectionable.
  • Transmit any User Content that: (i) you do not have the right to transmit under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) infringes any patent, copyright, trademark, or other intellectual property right or misappropriates any trade secret or right of privacy of any third party; (iii) constitutes unsolicited or unauthorized advertising or promotional materials, “spam,” “chain letters,” or pyramid schemes; or (iv) contains any software routine, code, instruction, or virus that is designed to disable, delete, modify, damage, or erase software, hardware, or data.
  • Forge headers or otherwise manipulate identifiers in order to disguise any User Content transmitted through the Site.

While we are not obligated to screen, edit, or monitor User Content, we retain the right and have full discretion to remove, screen, or edit User Content that is posted or stored on the Site, at any time and for any reason. You are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site, at your own cost and expense.

10. Ownership and Rights in User Content

We do not claim any ownership interest in your User Content.

However, by uploading, posting, or submitting User Content to the Site or to our pages or feeds on third-party social media platforms (e.g., Surpplax’s Facebook page, LinkedIn page, or Twitter feed), you hereby grant Surpplax a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and publicly display your User Content, in whole or in part, in any manner or media and for any purpose whatsoever at our sole discretion. This includes, without limitation, publicity, promotional, advertising, trade, business, illustration, art, and other commercial and noncommercial purposes. However, Surpplax will only share personal information that you provide in accordance with our Privacy Notice.

You acknowledge and agree that Surpplax may disclose or use any User Content that you Transmit for purposes that include, but are not limited to: (a) enforcing these Terms; (b) complying with any laws, regulations, or rules of any federal, state, or local government or agency; (c) responding to claims that any User Content violates the rights of third parties; or (d) protecting the rights or property of Surpplax, its customers, or the public.

11. Rights and Limitations in Completed Transactions and Service Provision

We reserve the right to make the following actions until a Completed Transaction occurs:

  1. Withdrawal of Assets: We may withdraw any Assets offered for sale.
  2. Listing Modifications: If Assets have been grouped together for auction as a single Listing, we may combine, sub-divide, alter, or amend the Listing.
  3. Regulation of Bidding: We have the authority to regulate bidding on any auction, including refusing to accept bids or facilitating automatic bids on behalf of Buyers.
  4. Sale Delay or Rescission: We may delay or rescind the sale of any Asset for any reason.
  5. Delay or Condition of Removal: We may delay or condition the removal of Assets from the premises if we determine that such removal may cause serious damage that the Buyer is unable or unwilling to rectify, or if proper removal procedures are not followed.
  6. Transaction Delay or Rescission: We may delay or rescind a Transaction if any party claims possession or title to all or part of an Asset before its removal.

If any of the above situations occur, our liability is limited to returning the purchase price and any commissions, premiums, or fees paid by the Buyer for the specific Listing.

Additionally, we reserve the right to take the following actions at any time:

  1. Acceptance or Rejection: We may accept or reject any Listing, offer to sell or purchase, bid, or order.
  2. Bid or Order Limits: We can limit the proposed bid or order amounts by a Buyer, either individually or in the aggregate.
  3. Refusal of Business: We have the right to refuse to do business with any User, including existing or former Users.
  4. Service Limitations: We may limit, suspend, restrict, or terminate our Services, a User’s account, a User’s access to our Services, or a User’s activities using our Services with or without cause or notice.
  5. Purchase Quantity Limits: We may limit or cancel quantities purchased, such as per person, per business, per household, or per order.
  6. Offer Corrections: We reserve the right to revoke any stated offer to correct errors, inaccuracies, or omissions, even after a bid or offer to purchase has been submitted, regardless of confirmation or payment.
  7. Service Modifications: We may modify or discontinue part or all of our Services at any time.
  8. Contingent Conditions: We may make bids or offers to purchase contingent upon providing valid credit information, funding earnest money, or entering into a standalone bid deposit agreement.
  9. Offsetting Funds: We have the right to offset a User’s funds, including earnest money or bid deposit, to pay any past due balances owed.

Please note that the above actions and provisions are subject to our discretion and may be exercised as deemed necessary.

12. Feedback

Separate and apart from User Content, representatives of Users can submit questions, comments, suggestions, ideas, original or creative materials, or other information about Surpplax, the Site, or the services (collectively, “Feedback“). Feedback is non-confidential, and to the maximum extent permitted under applicable law, Surpplax shall own the Feedback, including all intellectual property rights in and to such Feedback. Surpplax shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You represent and warrant that you have the right to Transmit all User Content and Feedback, and you disclaim (under all legal theories in all applicable jurisdictions) all “moral rights” or other rights with respect to attribution or the integrity of such User Content and Feedback.

13. Linked Sites

We have not thoroughly reviewed all of the websites linked to the Site and therefore cannot take responsibility for the content found on third-party pages or any other websites linked to the Site. Additionally, we do not endorse any products, services, or information provided by other individuals or companies, including those featured on the Site or linked websites. It is important to note that your decision to access any external link is entirely at your own risk, and you are expected to comply with the terms and conditions of those websites. We reserve the right to discontinue or remove any link to a specific website at our discretion. While we provide these links for your convenience, it is crucial to understand that these third-party websites are not owned or operated by Surpplax, and we have no control over their content, products, or services. We cannot guarantee the accuracy or reliability of these linked websites or any associated third-party offerings. Therefore, your use of any third-party websites is solely at your own discretion and comes with inherent risks.

14. Indemnification

You are responsible for indemnifying, defending, and holding Surpplax harmless from any losses, damages, liabilities, and costs (including reasonable attorneys’ fees) incurred by Surpplax due to any third-party claims, suits, actions, or proceedings arising from or related to your use of the Site, the transmission of User Content, the provision of Feedback, your violation of these Terms, or any other act or omission by you, including the infringement of another party’s rights resulting from your use of the Site or its features. Surpplax may choose to exercise control over the defense or settlement of any third-party claims, except when it requires you to assume the defense. This indemnification clause is in addition to any other indemnification obligations stated in a written agreement between you and Surpplax.

15. Disclaimers

THE SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SURPPLAX DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITE; (B) THE CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO THE SITE. IN ADDITION, SURPPLAX HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THAT ANY RESULTS WILL BE ACHIEVED, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

SURPPLAX DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. SURPPLAX DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. SURPPLAX DOES NOT WARRANT THAT YOUR USE OF THE SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND SURPPLAX SPECIFICALLY DISCLAIMS SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS.

BY ACCESSING OR USING THE SITE, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE.

16. Limitation of Liability; Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SURPPLAX BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME, OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION. THESE DAMAGES MAY ARISE OUT OF OR BE IN ANY WAY RELATED TO THE ACCESS TO OR USE OF THE SITE (INCLUDING USER CONTENT AND LINKS TO THIRD-PARTY SITES), THE ORDER, RECEIPT, OR USE OF ANY PRODUCT OR SERVICE, OR OTHERWISE RELATED TO THESE TERMS. SUCH DAMAGES MAY ALSO RESULT FROM RELIANCE ON ANY INFORMATION OBTAINED FROM SURPPLAX, OR FROM EVENTS BEYOND SURPPLAX’ REASONABLE CONTROL, SUCH AS SITE INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE. THESE DAMAGES MAY OCCUR WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO SURPPLAX RECORDS, PROGRAMS, OR SYSTEMS. THIS APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY. EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF SURPPLAX ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE EXCEED THE AMOUNT PAID TO SURPPLAX FOR SURPPLAX SERVICES IN THE NINETY (90) DAYS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE. THE FOREGOING SHALL CONSTITUTE SURPPLAX’ SOLE LIABILITY AND OBLIGATION REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN THEIR FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY THEM, WOULD HAVE MATERIALLY AFFECTED THEIR SETTLEMENT WITH THE DEBTOR.”

17. Arbitration and Class Action Waiver

PLEASE READ THE FOLLOWING SECTION CAREFULLY AS IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SURPPLAX AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

YOU AND SURPPLAX AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE SERVICES SHALL BE FINALLY DECIDED BY BINDING ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION GOVERNING COMMERCIAL DISPUTES. ARBITRATION UTILIZES A SINGLE, NEUTRAL ARBITRATOR TO RESOLVE DISPUTES INSTEAD OF A JUDGE OR JURY. ARBITRATION ALLOWS FOR MORE LIMITED DISCOVERY THAN IN A COURT CASE, AND THE ARBITRATION PROCESS AND RESULT ARE SUBJECT TO VERY LIMITED REVIEW BY COURTS. IN ARBITRATION, YOU HAVE THE RIGHT, AT YOUR EXPENSE, TO BE REPRESENTED BY AN ATTORNEY OF YOUR CHOOSING. ARBITRATORS CAN AWARD THE SAME DAMAGES AND RELIEF UNDER THESE TERMS THAT A COURT CAN AWARD. YOU AND SURPPLAX AGREE THAT ANY IN-PERSON ARBITRAL HEARING WOULD OCCUR IN HARRIS COUNTY, TEXAS, UNITED STATES, UNLESS OTHERWISE REQUIRED BY LAW. SURPPLAX ALSO AGREES THAT YOUR FILING FEE FOR ARBITRATION WILL BE CAPPED AT THE AMOUNT SET BY THE AMERICAN ARBITRATION ASSOCIATION. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION, AND THAT YOU AND SURPPLAX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THESE TERMS AND YOUR USE OF THE SITE. REGARDLESS OF THE FORUM, YOU AND SURPPLAX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHERMORE, UNLESS BOTH YOU AND SURPPLAX AGREE OTHERWISE, THE ARBITRATOR MAY NOT JOIN OR CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS WITH YOUR CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID. THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.

18. Modifications to the Site

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Site (or any features or parts thereof) at any time.

19. Special Considerations for International Use

This Site is hosted in the United States of America. If you are accessing the Site from outside the United States of America and choose to contact us, please note that any information you provide will be transferred to the United States of America. By submitting your information, you explicitly authorize this transfer. Please be aware that the Site may not be available or suitable for use in all jurisdictions. It is the sole responsibility of the Users to use the Site in compliance with the applicable laws, rules, and regulations of their respective jurisdictions. Users proceed at their own risk.

20. Termination and Force Majeure

Notwithstanding anything contained in these Terms, Surpplax reserves the right, without prior notice and at its sole discretion, to terminate your access to or use of the Site at any time and for any reason or no reason at all. You acknowledge and agree that Surpplax shall have no liability or obligation to you in such an event, and you will not be entitled to any refund of payments made, to the fullest extent permitted by applicable law.

The following sections will survive any termination or expiration of these Terms of Use: Sections 4, 5, 7, 10, 11 – 25.

In no event shall Surpplax be liable or deemed to have defaulted under or breached these Terms for any failure or delay in fulfilling or performing any obligations if such failure or delay is caused by circumstances beyond Surpplax’s reasonable control (a “Force Majeure Event”). Such circumstances include but are not limited to acts of God, natural disasters, fires, earthquakes, explosions, wars, terrorism, invasions, riots, civil unrest, embargoes, blockades, national or regional emergencies, strikes, labor stoppages, industrial disturbances, the enactment of laws or regulations, actions taken by governmental or public authorities, complete or partial government shutdowns, or national or regional shortages of power, telecommunications, or transportation resources.

21. Governing Law and Jurisdiction

Surpplax operates the Site from the state of São Paulo, SP, Brazil. These Terms and all matters arising from or relating to them, including their interpretation, construction, performance, and enforcement, shall be governed by the laws of Brazil, without giving effect to any principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and any other international treaties that are not mandatory in relation to the Site or the services provided by Surpplax shall not apply.

Except as otherwise provided in Section 16, any dispute arising from or relating to these Terms shall be exclusively resolved in the state courts of São Paulo, SP, Brazil, or the federal courts of Brazil if applicable, and each party consents to the personal jurisdiction of such courts for the purpose of resolving such disputes. You agree to accept service of process by electronic means to the email address you have provided on the Site, if applicable, and by any other methods permitted by law.

22. Notice

All notices, demands, or consents given by you under these Terms must be provided in writing and will be considered effective when delivered to Surpplax through the following contact: legal@surpplax.com.br. Any notices to you may be sent via e-mail or postal mail to the address associated with your Surpplax account or through posting on the Site. If you become aware of any violations of these Terms, please promptly report them to Surpplax using the contact information provided above.

23. Severability

In the event that any term, clause, or provision of these Terms is deemed invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining portion of that term, clause, or provision, or any other terms, clauses, or provisions of these Terms. The invalid or unenforceable part shall be considered separate and independent, and the rest of the Terms shall remain in full force and effect.

24. Miscellaneous

These Terms represent the complete agreement between you and Surpplax regarding your access to and use of the Site. No provision in these Terms shall establish a partnership, joint venture, franchise, or employment relationship between Surpplax and you. You may not transfer or assign these Terms, or any rights and licenses granted herein, without the prior written consent of Surpplax. Surpplax reserves the right to assign, transfer, or sublicense its rights and obligations without requiring consent. The failure of Surpplax to enforce any provision of these Terms in any given circumstance shall not be deemed a waiver of such provision, and no waiver granted by Surpplax shall be applicable in any prior, concurrent, or subsequent situation. These Terms are solely intended for the benefit of the parties and do not confer any third-party beneficiary rights upon any other individual or entity, unless otherwise specified herein.

25. Regional Terms and Conditions

The Regional Terms and Conditions, where applicable, supplement Sections 1 to 23 of the Terms.

In the event of any conflict or inconsistency between Sections 1 to 23 of the Terms and the Regional Terms and Conditions, the Regional Terms and Conditions shall take precedence to the extent of such conflict or inconsistency.