BefuBefa MASTER SERVICES AGREEMENT
6.5.6 During the term of this Agreement and within 12 months after the Agreement is rescinded or terminated, you shall not conduct any offline transactions with the Product Seller outside of the Marketplace, otherwise the Marketplace will require the Product Seller to bear certain liquidated damages, and prior to the liquidated damages of the offline transaction is determined and billed to the Product Seller, the Marketplace has the right to suspend all logistics services provided to the Product Seller during the processing period of such offline transaction breach.
6.5.7 When you store Products purchased on the BefuBefa Supply & Sell in the BefuBefa warehouse, you should pay storage and related storage or warehouse service fees. BefuBefa will provide the invoice for such fees in accordance with the payment terms set out in the BefuBefa Supply & Sell Rules and you are expected to complete payment within the specified time. BefuBefa Supply & Sell will automatically deduct the amount due from any available funds in your BefuBefa Supply & Sell account if you failed to pay within the specified time. To secure its right to payment for its services, BefuBefa shall have a general warehouseman’s lien on any and all Products in BefuBefa warehouse. In the event of non-payment or default by you past the due date set forth in the invoice and such non-payment or default continues for more than fourteen (14) calendar days, the general warehouseman’ s lien shall become enforceable and BefuBefa shall have all rights, powers and remedies available under this Agreement, or accorded by law, including without limitation: (i) to exercise all rights and remedies available under this Agreement; and/or (ii) without notice unless otherwise required by law, to sell, lease, assign, grant an option or options to purchase, or otherwise dispose of the Products or any part thereof in one or more public or private sales, for cash, on credit, or for future delivery, and upon such other terms as BefuBefa may deem reasonable and otherwise in accordance with applicable laws and regulations. You hereby waive notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Products may be made except to the extent such notice may not be waived under applicable law. All rights, powers and remedies of BefuBefa may be exercised at any time by BefuBefa and from time to time after the occurrence of non-payment or default by you, are cumulative and not exclusive, and shall be in additional to any other rights, powers or remedies provided by law or equity.
7. Mutual Non-Disclosure Agreement
7.1. Confidential Information. "Confidential Information" means: (i) 4Supply Materials and 4Supply Content; (ii) Customer Content; (iii) any business or technical information that a party discloses to the other party and designates as "confidential" or "proprietary" at the time of disclosure; and (iii) any information that, due to its nature or the circumstances of its disclosure, the receiving party knows or has reason to know should be treated as confidential or proprietary.
7.2. Exclusions. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without restrictions on use or disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully received by the receiving party from a third party, who has the right to provide such information and who provides it without restrictions on use or disclosure. In addition, if a company sets up a Business Account and associates Authorized Users' Accounts with the Business Account as contemplated in Section 5.1, Customer Content will be accessible by all associated Account holders via theBefuBefa Supply & Sell and BefuBefa Services, subject to the BefuBefa Supply & Sell settings created by the Business Account holder. Similarly, data may be shared between linked Business Accounts of affiliated businesses.
7.3. Use and Disclosure Restrictions. Each party will not use any Confidential Information disclosed by the other party except as necessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and nondisclosure restrictions consistent with the terms set forth in this Section. Each party will employ all reasonable steps to protect all Confidential Information disclosed by the other party from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information of like importance. The foregoing obligations will not restrict either party from disclosing such Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; (ii) to its legal or financial advisors; (iii) as required under applicable securities regulations; and (iv) subject to customary restrictions, to present or future providers of venture capital and/or potential private investors in or acquirers of such party.
7.4. Order Details. Inter-business documents which are used for business purposes such as Quotes, Orders, Invoices and Receipts and relevant communications will be shared between the applicable Product Buyers and Product Sellers as part of the functionality of the BefuBefa Services.
8. General Use
8.1. Acceptable Use. You agree not to do any of the following in connection with your use of the BefuBefa Services:
8.1.1. Post, upload, publish, submit or transmit any Customer Content that: (i) infringes, misappropriates or violates a third party's Intellectual Property Rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
8.1.2. Use, display, mirror or frame the BefuBefa Supply & Sell or any individual element within BefuBefa , BefuBefa's name, anyBefuBefa trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, unless expressly allowed under the terms of this Agreement;
8.1.3. Access, tamper with, or use non-public areas of the BefuBefa Supply & Sell or BefuBefa computer systems;
8.1.4. Attempt to probe, scan or test the vulnerability of any BefuBefa system or network or breach any security or authentication measures;
8.1.5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by BefuBefa or any of BefuBefa's providers or any other third party (including another user) to protect BefuBefa or BefuBefa Content;
8.1.6. Attempt to access or search BefuBefa, BefuBefa Content or Customer Content, or download BefuBefa Content or Customer Content from BefuBefa Supply & Sell through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by BefuBefa or other generally available third-party web browsers;
8.1.7. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other forms of solicitation;
8.1.8. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing BefuBefa or BefuBefa Supply & Sell;
8.1.9. Collect or store any personally identifiable information from BefuBefa Supply & Sell or regarding other users of the BefuBefa Services without their express permission;
8.1.10. Impersonate or misrepresent your affiliation with any person or entity;
8.1.11. Violate any applicable law or regulation; or
8.1.12. Encourage or enable any other individual to do any of the foregoing.
8.2. Our Enforcement Rights. Although we are not obligated to monitor access to or use of BefuBefa Supply & Sell or to review or edit any Customer Content, we have the right to do so for the purpose of operating the BefuBefa Supply & Sell, to ensure compliance with this Agreement, to comply with applicable law or other legal requirements, or to improve the user experience. We reserve the right but are not obligated to remove or disable access to any Customer Content, or any Account, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Customer Content to be objectionable or in violation of this Agreement. We have the right to investigate violations of this Agreement or conduct that affects BefuBefa. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. We may also use third parties, including collection agents, to help us enforce this Agreement.