BefuBefa MASTER SERVICES AGREEMENT
8.3.If you maintain other affiliated accounts on BefuBefa Supply & Sell, BefuBefa reserves the right to apply any balance from your affiliated BefuBefa Supply & Sell account against the amount owed on your current BefuBefa Supply & Sell account. Whether a BefuBefa Supply & Sell account is affiliated to you is subject to the review and judgment of BefuBefa.
8.4. Compliance. We comply with all applicable laws and expect BefuBefa Supply & Sell Product Buyers and Product Sellers to do the same. By entering into this Agreement, you undertake to comply with all applicable laws, rules, and regulations, including without limitation sanctions, anti-corruption, anti-money laundering, and tax laws in your performance of this Agreement.
9. Digital Millennium Copyright Act (DMCA) and Other Copy Right Laws
BefuBefa respects and complies with copyright laws, and expects its users to do the same. It is our policy to terminate in appropriate circumstances Account holders and users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see our Copyright and IP Policy for further information.
10. Termination
10.1. Term. This Agreement will commence when you accept its terms, and unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as you maintain an account with us.
10.2. Termination of Accounts. We may terminate your access to and use of the BefuBefa Supply & Sell, including your Business Account or Account, at our sole discretion, upon 90 calendar day notice. However, given the importance of maintaining the integrity of our BefuBefa Supply & Sell for all users, if we have reason to suspect abuse or a substantial breach of this agreement, we may terminate your Account at any time at our sole discretion and will only provide notice if we feel it is reasonable and feasible to do so. You may cancel your Account at any time by sending an email to us at service@befubefa.com or by using the cancellation feature on the BefuBefa Supply & Sell.
10.3. Effect of Termination. Upon the expiration or termination of this Agreement, you will no longer be able to access and use BefuBefa Supply & Sell or BefuBefa Services and each party will promptly return to the other party or destroy all Confidential Information of the other party in its possession or control.
10.4. Orders that are Still in Process. In the event that upon the expiration or termination of this Agreement, if you have a copy of a valid unexpired Quote from Seller, and wishes to place an Order, or the performance of Freight Services and /or purchase of goods under an Order made through the BefuBefa Supply & Sell is ongoing, the expiration or termination of this Agreement will not affect the terms of such Quote or Order. Sellers are obligated and agree to carry out the obligations specified in such Order to completion in accordance with the terms of the agreement between the Seller and you for the Order in question and you are obligated and agree to fulfil their obligations under such Order.
10.5. Survival. The rights and obligations of the parties contained in the following Sections will survive termination of this Agreement or any Statement of Work: Section 5.2 Intellectual Property; Section 5.3 Data Maintenance and Backup Procedures; Section 6.4 Disputes with Product Sellers; Section 7 Mutual Non-Disclosure Agreement; Section 8.2 Our Enforcement Rights; Section 10.3 Effect of Termination; Section 10.4 Orders that are Still in Process; Section 10.5 Survival; Section 11 Disclaimer of Warranties; Section 12 Indemnity and Section 13 Limitation of Liability.
11. Disclaimer of Warranties
The BefuBefa supply & sell and BefuBefa services are provided "as is," without warranty of any kind. Without limiting the foregoing, we explicitly disclaim any warranties of fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of course of dealing or usage of trade. We make no warranty that using BefuBefa or BefuBefa services will result in higher numbers of customers or increased revenue for you or your business. We make no warranty that the BefuBefa supply & sell or BefuBefa services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
12. Indemnity
You will indemnify, defend and hold BefuBefa and its officers, directors, employee, and agents harmless, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of BefuBefa supply & sell or BefuBefa Services, (ii) your Customer Content, or (iii) your violation of this Agreement.
13. Limitation of Liability
Neither BefuBefa nor any other party involved in creating, producing, or delivering the BefuBefa services or BefuBefa marketplace will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services arising out of or in connection with this agreement or from the use of or inability to use the BefuBefa services or BefuBefa supply & sell, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not BefuBefa has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed in its essential purpose. some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation will apply to you to the degree allowed by law.
in no event will BefuBefa's total liability arising out of or in connection with this agreement or from the use of or inability to use the BefuBefa services or BefuBefa marketplace exceed the amounts you have paid to BefuBefa for use of the BefuBefa services in the 12 month period prior to the event giving rise to liability, or $10,000 if you have not had any payment obligations to BefuBefa, as applicable.
the exclusions and limitations of damages set forth above are fundamental elements of the basis of the commercial agreement between BefuBefa and you.
14. General Provision
14.1. Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, shall be void. We may assign or transfer this Agreement without restriction or your consent to an affiliated company or to a successor or acquirer, as the case may be, in connection with a merger or acquisition, or the sale of all or substantially all of our assets. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.
14.2. No Election of Remedies. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.
14.3. Governing Law. This Agreement shall be governed by and construed either: (i) under applicable federal law and the laws of the State of California, excluding any conflict of law provisions, if you are an incorporated/organized/registered business entity under any state laws of the United States; if your principal place of business is within the United States; or if you are an individual who domicile within in the United States; or (ii) under applicable laws of Hong Kong, excluding any conflict of law provisions, if you are not an entity or individual as described in (i) above.