Application form

MercosurB2B.com (the "Company") maintains a web site located at the URL http://www.mercosurB2B.com (the "Company Web Site") through which affiliates can use the business center, virtual trade show and B2B e-mails (the "Service").

This Affiliate Partner Agreement (the "Agreement") sets forth the terms and conditions under which you may participate as a Company Affiliate (an "Affiliate") in the Company Affiliates Program (the "Program").

You agree to read the terms of this Agreement carefully before registering as an Affiliate. By clicking on the "I AGREE" button below and participating in the Program, you acknowledge that you have read and agree to abide by the terms of this Agreement. If you do not agree to the terms, you may not participate in the Program as an Affiliate.

  1. Registration

To register as an Affiliate, you must accept this application form and submit your information. The Company will evaluate your application and, upon acceptance, enroll you in the Program. The Company reserves the right, in its sole discretion, to reject your application or terminate your enrollment in the Program for any reason.

It is your responsibility to provide to the Company your personal or company's information correctly. During the period you are an Affiliate, you should provide us your updated information by e-mail to update@mercosurb2b.com

  2. Monthly Fee/ Business Commission

Subject to the terms and conditions contained in this Agreement and those contained in following agreements which would be made on a case by case basis between you and the Company, bear in mind the following.

  1) Market Place:

a) pay a monthly fee to be agreed based on every posting or bunch of postings, regardless of any closing in which you or your company might perform as a consequence of contacting or being contacted by the Company (hereinafter the "Fees"); or

b) pay a combination of;

i) a monthly fee set for every posting or bunch of posting; and

ii) a fixed commission based on the price of the transaction you close a business as a direct or indirect consequence of contacting or being contacted by the Company (hereinafter the "Commission").

  2) B2B Postman:

Site Users will be charged based on the quantity of data requested and sent via Mercosurb2b. On the other hand, Affiliates will have a discount for quantity.

  3) Virtual Trade Show:

Site User companies will pay according to the virtual space they occupy and their exhibition time at the fair. Affiliates would have a special discount on the price or on the combination of a monthly fixed price and a percentage over the prices of the businesses to be done.

Furthermore, Affiliates may use a stand for small enterprises consolidating their products.

In all cases and as consideration of the Services provided by the Company and unless agreed by you and the Company, payment must be maid on the first 10 business days of the following month in which your proposal is posted.

  3. Term and Termination

The Term of this Agreement will begin upon our acceptance of your Program application and will continue for one (1) year unless terminated earlier by either party. Either Party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' prior written notice to the other party. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your web site and e-mails, all links to the Company Web Site, and all Company trademarks and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

You should also note that if the Company accepts your application and it is thereafter determined (in the sole discretion of the Company) to be unsuitable for the Program, the Company may not accept your application

  4. Modification

The Company reserves the right to modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Company Web Site. Modifications may include, for example, Commission or Fee schedules, payment procedures, and Program rules.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY NOTICING THE COMPANY. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE COMPANY WEB SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

  5. Relationship of Parties

You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on behalf of the Company.

  6. Limitation of Liability

The Company will not be liable for any damages (i.e., direct, indirect, special, or consequential damages) or any loss of revenue, profits, or data arising in connection with this Agreement or the Program, even if the Company has been advised of the possibility of such damages.

For those countries in which the limitation of liability is not allowed, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Fees or Commissions payable to the Company under this Agreement.

  7. Disclaimers

The Company makes no express or implied warranties or representations with respect to the Program or any products or services sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, the Company makes no representation that the operation of the Company Web Site will be uninterrupted or error-free, and the Company will not be liable for the consequences of any interruptions or errors.

  8. Miscellaneous

This Agreement will be governed by the laws of Uruguay.

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the Parties and their respective successors and assigns, if this were the case. The Company's failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of the Company's right to subsequently enforce such provision or any other provision of this Agreement.