RD STATION – PARTNER PROGRAM AGREEMENT

This instrument contains the general conditions for participating in the RD Station Partner Program. By accepting these conditions, You hereinafter referred to simply as PARTNER, accept all the provisions of this AGREEMENT, provided by RD GESTÃO E SISTEMAS S/A (“RD”), a corporation, enrolled with the National Corporate Taxpayers’ Register (CNPJ/MF) under no. 13.021.784/0001-86, with its principal place of business at com sede Rodovia Virgílio Várzea, nº 587. 3º piso, sala 302, Saco Grande, CEP 88032-001, Florianópolis, Santa Catarina (Brazil), hereinafter referred to as “RD”.

By accepting the conditions of this Agreement, You declare to be older than 18 (eighteen) years of age, and if on behalf of a legal entity, You declare to have the legal capacity to represent the same. You also declare that you are authorized to accept these Terms on behalf of the legal entity and that the legal entity agrees to be liable to us if You violate these Terms.

1. OBJECT OF THE PARTNERSHIP 

1.1 Regulated by articles 710 to 721 of the Brazilian Civil Code, RD accredits the Partner to promote and promote their services in the stipulated manner.

1.2. This instrument does not confer the PARTNER any right to exclusive territory or customer base. RD may nominate as many other partners it is interested in, even if they operate in the same area and market as the PARTNER.

1.3. The acceptance of the Partnership by RD does not imply the appointment of the PARTNER as its attorney for any purpose or act.

2. THE PARTNERSHIP PROGRAM POLICIES 

2.1. The PARTNER’s role in providing opportunities for RD products and services must strictly comply with the rules set out in this contract and its Policies, which are integral and binding parts of it.

3. THE PROGRAM

3.1 The Program aims to enable the partner to promote, manage, and serve its customer base to assist in the planning and execution of its digital marketing strategy, whether through sales or customer success, or personalized services.

3.2. PARTNER TIERS (LEVELS): The Partner Program categorizes its partners according to predetermined requirements, which must be fulfilled to comply with the minimum requirements of the respective tier.

3.2.1. The PARTNER must adhere to the experience level called Starter and must remain in this condition for 6 (six) months.

3.2.2 If the deadline set out in the previous item is exceeded and the PARTNER has failed to comply with the minimum requirements set out in the Tiers and Requirements Policy, RD may, at its sole discretion, terminate this contract immediately, without refunding any amounts paid related to admission to the partnership program.

3.3 The partnership tiers will be defined as follows: Starter, Member, Silver, Gold, Platinum, and Diamond, of which all requirements must be fully met per the Tiers and Requirements Policy.

3.3.1. After the initial contractual term of 6 (six) months has passed, and if the contract is not terminated, the PARTNER must be assigned to the tier which fully complies with the presented requirements, according to the Tiers and Requirements Policy. The permanence of the PARTNER in that level will depend on the full maintenance of the requirements demanded in the Tiers and Requirements Policy.

3.3.1.1. After the deadline set out in the previous item, if the PARTNER does not wish to terminate this contract, RD will not refund or return amounts already paid related to the partner’s entry process into the Program.

3.3.2. If the PARTNER fails to meet, at any time, all the requirements for staying in the level for which he was designated, RD is authorized to reallocate the PARTNER to a lower one, with the rules for the new tier coming into force the following month after the relocation. The PARTNER agrees with this amendment and the adjustments on remuneration and benefits according to the tier that may fall into, not constituting a breach of contract by RD.

3.3.3  The evaluation requirements for changing the PARTNER’s tier, whether to a higher or lower level, will occur monthly, counting from the last change.

3.4 If the PARTNER fails to comply with the requirements of the Member level, RD may, at its sole discretion, terminate the PARTNER’s participation in the program upon the termination of this contract, under clause 9.1, item 1).

3.5 RD reserves the right to audit and verify the veracity of the information provided concerning compliance with the requirements set out in the Tiers and Requirements Policy. Thus, the PARTNER must submit supporting documents for the information provided whenever RD requests, within the deadline set in the notice.

3.5.1 If the PARTNER does not submit all the required documents within the specified period, or if RD finds out that the PARTNER provided untrue information, RD may immediately terminate this contract. In this case, RD becomes entitled to the full refund of the determined amount of commissions paid in excess, as well as of the costs of the benefits offered due to the improper classification in a higher level, duly updated by the General Market Price Index (IGP-M)/FGV plus interest of 1% (one percent) per month until reimbursement.

4. THE PROGRAMCALCULATING COMMISSIONS

4.1 To consult the rules, please refer to the Benefits Policy.
4.2. Commissions not withdrawn by the PARTNER within the period outlined in the Benefits Policy will be automatically canceled, and any rights of the PARTNER about the respective amount will be terminated.

5. PARTNER OBLIGATIONS

5.1. Without prejudice to legal obligations or obligations set out in other provisions of this contract, the PARTNER obliges to:

  1. Pay all taxes resulting from the provision of services resulting from and related to this contract;
  2. Pay all labor and social security charges resulting from the labor used to execute this partnership, including those resulting from an accident at work;
  3. Maintain payments up-to-date with RD regarding the invoices generated from the difference between the benefit of your tier and the plans/packages/seats used. In the event of default, the PARTNER is aware that RD may, without prior notice, use the balance of the existing withdrawal commission to settle the total overdue amount.
  4. Be responsible for the acts performed by the PARTNER or by employees and representatives, and partners that cause damage of any kind to RD or third parties during the execution of this contract;
  5. Keep professionals trained and up to date to execute the activities related to the object of this contract. 
  6. Present, whenever requested, the updated list of clients who are active at the time of the request;
  7. As soon as it occurs, report to RD the effective date of each sale, cancelations, and terminations of contracts with agency clients;
  8. Issue when requested, or required by a contractual clause, informational reports on matters related to the object of this contract, the content of which will be requested on a timely basis;
  9. Send negative debt certificates when requested (Federal, State, and Municipal). Commission payments may be withheld in the event of non-compliance with this obligation. 
  10. Observe and fully comply with the rules established in this contract, in the Policies described in clause 2.1, with RD’s Partners Guide, as well as the changes that may occur in it after signing this contract, and shared through the Partner Portal. The PARTNER also must respect current legislation and third-party rights;
  11. Always keep your registration details with RD up to date through the Partner Portal, as well as in other communication channels, immediately informing whenever there are any changes in your data, including, but not limited to address, telephone number, and e-mail for contact;
  12. Use the benefit to have an RD Station Marketing and RD Station CRM account only and exclusively for the PARTNER’s business. The benefits granted to the partner can only be used for websites or domains under the same TAX ID registration number registered in the Partnership Program. In the event of non-compliance, the PARTNER may be disconnected from the Program immediately;
  13. The PARTNER is expressly forbidden to contract any of RD’s products or services on behalf of third parties. Should this occur, the PARTNER is aware and agrees that it will be responsible for: the charges, such as subscription, cancelation fines, advance notice fee, and actions taken while using the account. In addition, possible termination of participation in the partnership program.
  14. PARTNERS are prohibited from creating a partnership account using data from third parties or as natural persons. If a situation like this is identified, the Partnership Agreement may be terminated immediately.
  15. Redeem commissions within a maximum period of 12 (twelve) months, starting from the date of withdrawal availability by RD. After the specified deadline, if not initiated the commission withdrawal process, the amounts may no longer be withdrawn by the PARTNER. RD Station will not be obliged to make any payment related to commissions not redeemed before the deadline.

Comply with the Brazilian General Data Protection Law (LGPD – Federal Law No. 13,709/2018) or other applicable data protection laws, including the obtaining of consent or other legal possibilities of processing required by law and compliance with the principles, and are fully responsible for the personal data processing operations carried out by the PARTNER or perhaps by the agency clients.

6. RD STATION OBLIGATIONS

6.1 Without prejudice to legal obligations or obligations set out in other provisions of this contract, RD obliges to:

  1. Make its products and services available so that the PARTNER can carry out the agency services;
  2. Provide the necessary information about the products and services when requested so that the PARTNER can keep its customers updated about them;
  3. Inform the PARTNER about any changes in the requirements and benefits contained in the Policies informed in clause 2.1;
  4. Develop and provide technical material periodically to contribute to the PARTNER services management related to RD products and services.
  5. The provision of RD products and services for the PARTNER is RD’s sole responsibility. RD may change the products and services at any time or even close its offer to the market without the need for the prior consent of the PARTNER, who will, however, be notified of such changes when they occur.
  6. RD is not required to update the versions of the products and services offered to the market nor to meet specific customization demands to suit the PARTNER and/or its customer base.
  7. Make the commissions’ payment following the provisions of this contract.

6.2 Compensation: RD will not pay the PARTNER any amount in addition to the commissions provided for in this clause. The PARTNER must bear the expenses inherent and necessary to fulfill its obligations assumed through this instrument, in particular, but without limitation, employee expenses and respective charges.

7. DURATION

7.1. This instrument is valid for 6 (six) months from the date of its signature and is automatically renewed and becomes effective for an indefinite period if neither party expresses itself in writing contrary to the extension until the last day of its term of validity.

8. RESCISSION (TERMINATION WITHOUT CAUSE)

8.1. Any Party may, regardless of motivation, rescind this instrument without any burden or obligation to compensate. Provided that it notifies the opposing party in writing 30 (thirty) days in advance, during which time the reciprocal obligation will remain in force. 

9. TERMINATION

9.1. RD STATION may terminate this instrument upon simple written notification in the following cases: 

  1. Default by the PARTNER of any obligation provided for in this contract when the fault is not remedied after 30 (thirty) days counting from the notification sent by RD advising to take action;
  2. Immediate termination if the PARTNER assigns full or partial execution of this contract to third parties, even informally, without RD’s prior written consent;
  3. If the PARTNER has a bankruptcy petition, judicial or extrajudicial liquidation  filed against it, or even for judicial recovery, resulting in immediate termination of the contract;
  4. If the PARTNER is definitively convicted in a lawsuit mentioned in the previous paragraph, which affects the operation or business of RD or its good name and reputation;
  5. Submission by the PARTNER of fraudulent or false reports and statements concerning RD, including, without limitation, claims for any credit, rebate, incentive, discount, or other payment on your behalf;
  6. Failure by the PARTNER to comply with the personal data protection provisions of this Agreement, or violation of the Brazilian General Data Protection Law (LGPD – Federal Law No. 13,709/2018) or any other applicable data protection laws; and
  7. Subscribing to accounts for the agency’s clients using your details. 

9.2. The PARTNER may terminate this instrument upon simple written notification in the following cases: 

  1. Default by RD of any obligation provided for in this contract when the fault is not remedied after 30 (thirty) days counting from the notification sent to RD to take action; 
  2. If RD has against itself a request for bankruptcy, judicial or extrajudicial liquidation, or even for judicial recovery.

9.3. No commission or benefit will be due to the PARTNER after the termination of the contract, even in cases where the PARTNER’s clients make payments after the termination date.

9.4. In the event of termination due to RD’s fault or rescission at RD’s initiative, the PARTNER will be entitled to all fees related to payments made by agency clients until the termination of the partnership agreement. No commissions will be due for negotiations initiated or concluded after closing this contract. These payments will be limited to sales commissions; therefore, the retention bonuses are not due. 

9.4.1. To receive the due commission, the PARTNER must comply with the deadlines provided by email for submitting the invoice. If the PARTNER does not comply with the deadline, the PARTNER agrees not to receive the amounts.

10. PENALTIES

10.1. The PARTNER must compensate RD for all losses of any nature, included therein but not limited to material damages, moral damages, lost profits, and any other damage caused to the latter or third parties because of this instrument.

10.2 The duty to compensate the judicial convictions that RD may suffer as a result of acts committed by the PARTNER is included in the amount of compensation, in addition to the convictions, the expenses with attorneys’ fees, and procedural costs.

10.3 Without prejudice to criminal sanctions and civil damages for damages caused, a non-compensatory criminal clause of BRL 10,000.00 (ten thousand reais) is stipulated against the PARTNER in the event of improper use of any RD System, whether by the PARTNER, or by its associates, partner, agents, employees, or any other representative, without prejudice to the supplementary compensation for the losses caused to RD.

11. INTELLECTUAL PROPERTY

11.1 The PARTNER acknowledges that the Intellectual Property of all products and services that will be promoted by the PARTNER under the terms of this instrument belong wholly and exclusively to RD.

11.2. None of the provisions of this Agreement shall be interpreted as a form of licensing or assignment of intellectual property rights by either Party. In effect, each Party will remain the sole and exclusive owner of their respective intellectual property rights.

11.3 Any and all creations, inventions, projects, utility models, computer programs, or other copyright or industrial and intellectual property rights arising directly or indirectly from the object of the contract shall be owned by RD, and the PARTNER must refrain from operating the registration, publication or perform any other form of act that jeopardizes the ownership and rights arising from the contracted party, however, if the inattention of this obligation occurs, you must unconditionally take all steps to correct the settlement of the true ownership and rights related to the RD.

11.4 The PARTNER is expressly prohibited from translating, modifying, or otherwise adapting any System or its documentation owned by RD, either by itself or through third parties, to copy, alter, disassemble, decompile, reverse engineer, or take any action to obtain the source code of the Systems of RD, including to develop software with the same features as the System.

11.4.1. This clause prohibits permission or facilitation, even if indirect, for third parties to commit any act that violates any copyright and intellectual right of RD.

11.5. The obligations of this clause will remain in effect even after the termination of this instrument for any reason.

12. INDEPENDENCE OF THE PARTIES

12.1 The Parties are aware and agree that the employees, officers, agents, subcontractors, or partners of both sides have no employment relationship with the other, exercising their activities with autonomy and independence, and each Party is solely responsible for the collection of labor charges, social security, insurance, tax, and commercial personnel that fall on their own employees in their respective countries.

12.2 For all purposes of this instrument, both Parties shall be considered independent and without any connection, in such a way that they shall not be considered representatives of each other. The Parties have and will have with each other, as a result of this Partnership and during its term, an exclusively contractual relationship, and there is no provision of this instrument to be interpreted as constituting any type of company, association, or joint venture between the Parties, and neither Party may compel, on behalf of the other, to assume or establish any obligation, statement, or guarantee, oral or written, on behalf of the other, nor to conduct their business or use the other’s business name in any form of advertisement or publications, except with the prior written consent of the other Party. 

12.2.1 Any and all activities carried out by the PARTNER related to or as a result of this contract will be your sole responsibility, being individually responsible to the Public Authorities and any third party, for all Civil, Administrative, Criminal, Labor, Social Security, and Social Security Obligations or Taxpayers to assume.

12.2.2 The PARTNER will be fully responsible for all sales and services provisions that are carried out outside the standards determined by RD Station, which result in damages to RD’s image or that result in legal compensation measures against RD. In such cases, RD may require the PARTNER to reimburse the total amount of the compensation to which it is required, in addition to the procedural costs and attorneys’ fees.

13. LABOR OBLIGATIONS

13.1. This Agreement is strictly civil in nature and there is no employment relationship between the PARTNER and its employees, directors, or representatives of the RD, and vice versa.

13.2 The PARTNER assumes the obligation to spontaneously and fully bear all costs and expenses related to labor claims, which may be brought or filed against the RD by employees or former employees of the PARTNER. For example, convictions in any amount, court costs with court-appointed experts, expert evidence, technical assistants, deposits of any kind, and lawyer’s fees, including those of the RD STATION’s patron. And RD is authorized, when appropriate under current legislation, to report the dispute, call the lawsuit or appoint the PARTNER to the authorship in any claim that may be triggered based on this contract.

13.3. If RD is sued in court at any time in the labor context by an employee, representative, or a third party who has provided services to the PARTNER, the PARTNER is obliged: (i) to intervene voluntarily in the act, seeking your exclusion from the liability sector from the respective demand; (ii) to provide all the guarantees ordered during the proceedings, whether in the first or second instance; (iii)) to assume the full and exclusive responsibility for the payment of financial convictions and sought measures, maintaining RD safe and exempt from any financial burden and/or disbursement in any capacity related to the pending process; and (iv) to bear your procedural expenses incurred resulting from your inclusion in those lawsuits, including attorneys’ fees and other expenses necessary to carry out the defense and full monitoring of the process, provided that the professionals hired are appointed in advance or are hired with RD’s authorization.

13.3.1. The PARTNER must request RD’s exclusion at the first opportunity to speak in the file or at a hearing if RD is included in the passive pool of demands brought by employees, collaborators, and/or third parties linked to RD.

14. COMPLIANCE

14.1 The Parties, their agents, employees, and subcontractors working under this Agreement must comply during its term with all anti-corruption laws, including the Foreign Corrupt Practices Act (FCPA), the American Federal Law, the Bribery Act 2010 of the United Kingdom (Anti-Corruption Act of the United Kingdom) and the Brazilian Federal Law No. 12.846/2013. The Parties guarantee that they will not, because of this instrument, or any other commercial transactions involving any of the Parties, transfer anything of value, directly or indirectly, to any person in the private sector or government officials, or companies controlled by the government, to obtain or maintain any other benefit, or undue advantage. The PARTNER guarantees that no money paid to the PARTNER will be used as compensation or will otherwise be used to pay any bribes in violation of applicable law. The PARTNER will maintain the accounting accurate and up-to-date of all transactions involving this instrument. The PARTNER agrees to promptly answer questions related to the anti-corruption program and other controls related to the provisions of this clause and to cooperate fully in any investigation of a violation of its terms.

14.1.1 The Parties comply with all general and particular regulations on the Prevention and Combat Against Money Laundering and Terrorism Financing.

14.2. If any provision of this instrument is considered illegal, void, or unable to be enforced for any reason, this provision will be considered an independent clause of the remaining parts of this document. Therefore, it will not affect the validity or enforceability of compliance with the terms of the rest of this document.

14.3. All provisions of this contract that provide for the observance of obligations or responsibilities after the termination of this Agreement will persist and continue in full force and effect, especially concerning intellectual property, confidentiality, and data privacy information.

14.4. Both Parties expressly recognize that the only legal link between them results from this contract or other contracts formally signed between them. Nothing in this instrument shall be interpreted in such a way as to place the Parties as partners, associates, consortiums, borrowers, or for those with joint and several or subsidiary liability of any kind, including, but not limited to, civil, administrative, labor, and tax liability.

14.5. This Agreement binds the Parties and their respective successors, be they in any capacity.

14.6. The Parties declare, under the penalties of the Law, that the signers to this instrument are the legal representatives and/or their attorneys, duly constituted in the form of the respective constituent acts, with powers to assume the obligations hereunder.

14.7. The PARTNER further declares that:

  1. Strictly comply with the labor legislation in force at your workplace.
  2. Does not exploit, and will not exploit, any form of degrading work or similar to the condition of slavery, respecting the Universal Declaration of Human Rights, as well as Conventions nº 29 and 105 of the International Labor Organization – ILO, the Declaration on Fundamental Principles and Rights at Work of the ILO and the American Convention on Human Rights.
  3. Does not use practices that are discriminatory and limit access to the employment relationship or its maintenance, based on sex, heritage, ethnicity, color, physical condition, religion, marital status, family status, or any other condition.

15. CONFIDENTIALITY

15.1 The Parties must keep in absolute secrecy all information to which the other has access due to the provisions of this agreement, not disclosing it to any individual, natural person, or legal entity, except after express authorization from the other party.

15.2. Both Parties and their legal representatives, directors, employees, agents, and consultants, including lawyers, auditors, and financial advisors, are subject to the duty of secrecy and confidentiality outlined in this Agreement.

15.3 For the purposes of this Agreement, information is considered to be any document, data, analysis, or report, of a financial, commercial, accounting, technological, administrative, and legal nature, or of any other nature, provided, orally or in writing, by any means (physical or electronic), regardless of whether it is confidential, is considered confidential.

15.4. The confidentiality provided for in this clause shall not apply to any information that is disclosed by the PARTNER:

  1. If it was already public knowledge when the PARTNER announced the information;
  2. After the disclosure to the PARTNER, it was published and became public knowledge for reasons unrelated to any failure in the process of communicating this information by the PARTNER.
  3. The information was obtained after disclosure by third parties with the right to disclose such information.

15.5. In the event of non-compliance with the duty of confidentiality assigned in this clause, the PARTNER will be responsible for compensating all damages caused to RD.

15.6. The confidentiality obligation set out here will remain in force for as long as the confidentiality of the information received remains confidential.

16. DATA PROTECTION

16.1. The PARTNER must also, when collecting any personal data from potential customers, fully comply with the Brazilian General Data Protection Law (Law 13.709/2018) and must always obtain the consent of the owner or base its collection on one of the legal bases for processing the data under the provisions of the legislation.

16.2. The Parties recognize that they are independent controllers of Personal Data from each other and that, unless otherwise specified, the Parties shall not treat personal data as joint controllers. Each Party must comply with the obligations that apply to it as a controller under Law 13.709/2018 and other applicable personal data protection laws.

16.3. The PARTNER shall be solely and individually responsible for the processing of personal data carried out, by itself or on behalf of third parties, and for its own compliance with applicable data protection laws.

16.4. The PARTNER is aware that by using the benefits granted by the partnership program, they agree to all the rules set out in the policies and terms of use regarding the service/benefit used.

17. ASSIGNMENT OF RIGHTS AND OBLIGATIONS

17.1. The PARTNER may not assign, sublicense, subcontract, transfer, or dispose of your rights and obligations under this Agreement, except in the case of subsidiary companies or of the same economic group, upon proof through the presentation of supporting documents. 

17.1.1 It is prohibited to change the account ownership between the PARTNER’s details and the agency client’s details in the contracted accounts

17.2 RD may assign this Agreement or the rights resulting from it to any of the companies of the economic group which belongs (or may become part of) in the future. And the PARTNER reserves the right to terminate this Agreement without any additional burden within five (05) days after the announcement.

17.3 In the event of a transfer that changes the country registered in the account, the PARTNER agrees to change the currency for payment.

18. NOTICES

18.1. Notices may be sent by the Parties through official communication channels. For the PARTNER’s communication with RD, the Help Center must be used. On the other hand, the PARTNER’s email address considered will be the one in the owner profile of its account (the email address of the person responsible for the account). 

18.1.1 To facilitate communication between the parties, the PARTNER is aware that RD may use other means of contact, for example, telephone or instant messaging applications.

18.2. The communication will be considered sent when emailed to the electronic address (channel) provided in this clause. It’s up to the Parties to notify the other in the event of changes to them. If there is no proof of receipt of the message, it will be considered delivered 3 (three) business days after sent.

18.3. This communication channel should not be used to set up agency clients, and it is mandatory to register each agency client directly in the Opportunity Registration System, under clause 2.1, item 5.

19. USE OF RD TRADEMARKS

19.1. The PARTNER may use the RD Partner Program logo (partnership seal) according to their tier and must strictly comply with the Trademark Usage Regulations available on the Partner Portal. The use of the seal of the partnership program must be restricted only to publicize this partnership and the services provided and is prohibited for any other purpose other than those provided for in this instrument.

19.2. The graphic presentation of RD trademarks or the partnership program seal in a manner other than that authorized above is also prohibited. The PARTNER is aware that any breach of the use of the seal, or unauthorized use of RD trademarks, is subject to the termination of participation in the partnership program and the application of the sanctions listed in the penalties terms.

20. GENERAL PROVISIONS

20.1. The PARTNER expressly declares to have full knowledge of the entire content of this contract, of the policies highlighted in clauses 2 and 19 and its paragraphs, in this contract, which are available and accessible on the Partner Portal.

20.2. The non-exercise, by RD Station, in whole or parts, of the rights and powers guaranteed to it in this contract will be considered mere liberality. Not constituting a novation or alteration of the conditions agreed herein, nor a waiver of any right or faculty, and RD Station does not prohibit itself from doing so in the future.

20.3. RD reserves the right to amend any provisions of this agreement and of its supportive documents at any time. In the event of a modification, RD will publish the amended terms in the document and update the version. Furthermore, the PARTNER will be notified of the changes that will take effect as soon as they are published unless otherwise communicated.

20.3.1. If the PARTNER does not agree with the contractual changes, it may, within a maximum period of 10 (ten) calendar days after the notification, terminate this Agreement without any burden, and in this case, exceptionally applies the provisions of clause 8.1 concerning commissions. If the period lapses without manifestation by the PARTNER, the changes will become a part of this Agreement for all legal purposes.

21. APPLICABLE LAW

  1. This Agreement and the fulfillment of the obligations set forth therein shall be governed by the Civil Code and other civil laws in force in the Federative Republic of Brazil and interpreted under its provisions.

21.2. Any doubts arising from this contract shall be settled according to the laws of the Courts of the Judicial District of the City of Florianópolis, State of Santa Catarina, to the exclusion of all others.

This contract will be considered enforced and mandatory between the Parties. The PARTNER declares to have read and understood all the terms and conditions of this instrument and is recommended to print a copy of this document for future reference.

                                                                                    

Updated on 2024-05-02

Version: 03.01-2024-05-02