SOFTWARE TERMS OF USE

RD STATION MARKETING

This instrument contains the general conditions of contract of the RD Station Marketing System. By accepting these conditions, You, hereinafter referred to as CLIENT, agree to all the clauses of this Terms of Service regarding the use of the RD Station Marketing System (“System”), 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 Rod. Virgilio Varzea, s/n, Floripa Office (annex to Floripa Shopping), Saco Grande district, Postal Code (CEP) 88.032-0001, Florianópolis-SC, hereinafter referred to as “SERVICE PROVIDER”.

By accepting these General Conditions of Contract, You declare to be older than 18 (eighteen) years old and, in case you are contracting on behalf of a legal entity, You declare to have legal capacity to represent it. You declare that You are authorized to accept these Terms in name of the legal entity, which consents to be liable with us if You violate these Terms.

The clauses of this Term incorporate the provisions of the Terms of Use of the RD Website and Platforms accessible via the link https://legal.rdstation.com/en/terms-of-use/, RD Privacy Policy link https://legal.rdstation.com/en/privacy-policy/, Anti-Spam Policy link https://legal.rdstation.com/en/anti-spam-policy/ and the Payment Policy link https://legal.rdstation.com/en/rdsmkt-payment-policy/ which are automatically accepted by You by agreeing to this Term.

1. Object

1.1. Under the terms and conditions of this instrument, SERVICE PROVIDER shall provide to CLIENT the services consisting of the implementation and availability for use of the platform named RD STATION MARKETING, which has features aimed at optimizing the marketing activities of companies.

1.2. RD Station Marketing has four Plan categories: Light, Basic, Pro and Enterprise.

1.2.1. When choosing the desired Plan, CLIENT shall also choose the Package with the number of contacts that it will manage in the System, which will define the monthly amount of email sends allowed, as well as the number of registered users.

1.2.2. After the beginning of this Term, the CLIENT is aware that the SERVICE PROVIDER may, in order to improve the System, incorporate or remove functionalities or resources from the tool. By incorporating new features, RD may readjust the value of contracted services. If this occurs, the CLIENT will be notified.

1.3. In order to engage the services, CLIENT must fill out an electronic registration, in accordance with clause 2, in which CLIENT, in addition to the registration data, will choose the desired Plan and Package.

1.3.1. All information contained in the electronic registration form is considered part of this Term for all purposes.

1.4 The monthly cycle of CLIENT is the period between the day on which CLIENT made the first payment and the same day of the immediately subsequent month and so on.

1.5. Implementation Service: Besides acquiring the Plans to use the System, CLIENT may engage Implementation services, which encompass training on the use and setup of the System, with the scope to be negotiated for each engagement.

1.5.1. Implementation Service for Pro and Enterprise Plans: Whenever one of these plans is acquired, CLIENT shall engage the Implementation services based on the scope of the chosen package.

1.5.1.1. If the Implementation Service is not used in full, there will be no refund of amounts, nor the granting of future credit of any kind.

1.6. Other Services: CLIENT may engage other services provided by SERVICE PROVIDER through the available channels in our Help Center, waiving the need to issue an addendum to the Term.

1.7. Nature of the Services: RD Station Marketing is a system exclusively aimed at business activities and has the purpose of assisting CLIENT in implementing improvements to the marketing practices of CLIENT company, and it is not ensured or promised to it that any economic or business result will be achieved in its respective current or future businesses, by the mere use of the System, since the provision of the Services constitutes an obligation of means and not of result.

1.8. The System will be made available by remote access to the server of SERVICE PROVIDER, and CLIENT is solely responsible for having all the necessary equipment and Internet access to use the System.

2. Registration Process

2.1. CLIENT must inform the following data when registering: Individual Taxpayers’ Register (CPF)/National Corporate Taxpayers’ Register (CNPJ), full name/corporate name, full address, city/state, country, email, full name of the legal representative, their respective CPF and email.

2.1.1 Upon completion of the engagement, invoices for the services chosen will be issued and you must choose the payment method. If you choose the “credit card” method, your card data will be requested to complete payment.

2.2. CLIENT is responsible for maintaining its business registration with SERVICE PROVIDER always updated via its Billing Dashboard within the System, as well as by the other communication channels of SERVICE PROVIDER, informing, immediately, whenever there is any change in its data, including, but not limited to, the address, telephone and email for contact.

2.3. The data provided by CLIENT shall be subject to the provision of clause 11 – Data Protection.

2.4. CLIENT is responsible for all the acts practiced using the access credentials of all users connected to its account.

3. Plan Changes

3.1. Light and Basic Plans: For such Plans, CLIENT may change Plan at any time, through our Billing Dashboard, by choosing the option “Change Plan”. Confirmation of the change will result upon identification of the payment of the proportional invoice for the new plan until the end of the current cycle, provided that CLIENT will be charged the full amount of the new chosen plan, in accordance with the price table in force at the time the change is made, as of the new cycle. In the event of reduction of Plans or services, there will be no refund of the amounts paid.

3.1.1. Plan Change and Cancellation operations can only be performed by users with an “Owner” profile, through the use of their access credentials.

3.2. Pro and Enterprise Plans: For such Plans, changes must be requested through the communication channels (suporte@rdstation.com), at any time. Confirmation of the change will result upon identification of the payment of the proportional invoice for the new plan until the end of the current cycle, provided that CLIENT will be charged the full amount of the new chosen plan, as of the new cycle. In the event of reduction of Plans or services, there will be no refund of the amounts paid.

3.2.1. The reduction of Plans for Pro and Enterprise Plans to any other plan, before the conclusion of the first 12 (twelve) months of effectiveness of this Term, gives rise to the application of the termination fee set forth in clause 4.3.1.1 and prior notice of 30 (thirty) days.

3.3. For Light, Basic, Pro and Enterprise Plans, if the number of contacts specified for the chosen Package is exceeded, CLIENT will be automatically moved to the Package corresponding to the new number of contacts, being dismissed the need for an addendum to be formalized. When moved, a proportional invoice will be issued for the amount of the new plan until the end of the current cycle, with CLIENT to pay the full amount for the new Package in the subsequent cycle, in accordance with the price table in force at the time the change is made. Considering that control of the number of contacts is the responsibility of CLIENT, once exceeded, no refund will be made.

3.3.1. In Plans whose number of contacts is up to and including 100,000 (one hundred thousand inclusive), the number of email sends is unlimited.

3.3.2 In Plans with a number of contacts greater than 100,000 (one hundred thousand), there will be an email send limit, in accordance with the maximum amount specified for the chosen Plan. If CLIENT exceeds the monthly email send limit of their Plan, they will be moved to the Package corresponding to the new quantity of emails sent. When moved, a proportional invoice will be issued for the amount of the new plan until the end of the current cycle, with CLIENT to pay the full amount for the new Package in the subsequent cycle, in accordance with the price table in force at the time the change is made (available at rdstation.com/en/pricing/). Control over the number of email sends is the responsibility of CLIENT and no refund will be made.

3.3.3 For RD Station Marketing Light and Basic plans, the maximum limit is 100,000 (one hundred thousand) contacts. If CLIENT wishes to choose a plan with more contacts than this, they must subscribe to an RD Station Marketing Pro or Enterprise plan.

3.3.4 If the CLIENT chooses to use a Package with fewer contacts than the current one, this adjustment will not be performed automatically. In the Light and Basic plans, the user with the “Owner” profile must reduce the base and adjust the plan in the Billing Dashboard of your RD Station Marketing. For users of the Pro and Enterprise plans, after reducing the base of contacts, the CLIENT must contact the SERVICE PROVIDER, through the available communication channels, requesting the adjustment, and no refund will be made for amounts already paid.

3.4 The features and limitations of each Plan and Package (number of contacts, number of email sends, number of users, etc.) are available in your Billing Dashboard and via the link Pricing Page. CLIENT is responsible for the management of its plan and package, and agrees that, in case of exceeding any of these characteristics, must engage a plan and/or package proportional to its use.

4. Validity

4.1. This Term enters into force on the date that access to the System is allowed, which will take place upon confirmation of the payment of the first installment, since the Services are prepaid.

4.2. RD Station Marketing Light and Basic Plans: the period of validity of this Term for such plans is indefinite. Either Party may unilaterally terminate this instrument without cause, without the need for prior notice and with no burden. In this case, there will be no right to the refund of amounts paid, and the System will remain accessible until the end of the period already paid for by CLIENT.

4.3. RD Station Marketing Pro and Enterprise Plans: the period of validity of this Term for such plans is 12 (twelve) months. Upon expiration of the period of validity, the Term is automatically renewed for another 12 (twelve) months, successively, if CLIENT does not inform SERVICE PROVIDER of its intention not to extend the period of validity no later than 30 (thirty) days prior to the expiration of the period of validity, without the need for formalization of the additive term to this Term.

4.3.1. Pro and Enterprise Plans: In case CLIENT chooses to unilaterally terminate this Term (cancellation without cause), before the expiration of the first period of 12 (twelve) months, it will be required to give prior notice of 30 (thirty) days and pay a non-compensatory termination fee equivalent to 30% (thirty percent) of the total amount owed corresponding to the remaining months, on the unilateral termination date, up to the end of the contractual Term stipulated in the Proposal, even if the unilateral termination takes place before payment of the first installment.

4.3.1.1. The termination fee and prior notice of 30 (thirty) days set forth in item 4.3.1. will also be applied in the case of change of Plan to another of a lower amount than that of the one acquired.

4.3.1.2. The termination fee set forth in this clause will not be owed if cancellation takes place after 12 (twelve) months of validity of this Term.

4.4. Account reactivation of RD Station Marketing Light and Basic Plans: Reactivation may be carried out before 60 (sixty) days after the date of cancellation, and CLIENT must be up to date with its financial obligations up to the moment of cancellation. After the cancellation, CLIENT may resume its use of the account by requesting its reactivation using the button “Reactivate Subscription”, in the Billing Dashboard of RD Station Marketing. Upon the request for reactivation, your account will have a new validity cycle, with new activation and payment dates. The account will be reactivated after identification of payment, in accordance with the price table in force. The period of time not used after cancellation and prior to reactivation will not be charged. The account and its data will be deleted 60 (sixty) days after the date of cancellation.

4.5. Account reactivation of RD Station Marketing Pro and Enterprise Plans: Reactivation may be carried out before 60 (sixty) days after the date of cancellation, and CLIENT must be up to date with its financial obligations up to the moment of cancellation. After the cancellation, CLIENT may request reactivation through our communication channels available in the Help Center. Upon the request for reactivation, a proportional charge will be issued corresponding to the amount of the plan until the end of the current cycle, and CLIENT will start paying the total amount corresponding to the package in the next cycle, according to the price table in force at the time of reactivation. The account will be activated again upon identification of the payment. After the period of 60 (sixty) days, the account cannot be reactivated, and a new engagement must be made.

4.6. Trial Period of RD Station Marketing Plans: If CLIENT wishes, when engaging the trial version exclusively for the Light Plan, it may use the System for free for the non-extendable period of 10 (ten) days. Once this period expires, this Term will be extinguished by operation of law if CLIENT does not activate the subscription via the Billing Dashboard. In this case, once activated, the first invoice will be issued.

5. Amount and Payment Method

5.1. To consult our rules, please see our Payment Policy.

6. Obligations of SERVICE PROVIDER

6.1. Obligations of SERVICE PROVIDER are as follows:

a) maintain available the engaged services 24 (twenty-four) hours per day, 7 (seven) days per week, except: (i) during planned stoppages (which shall be notified by SERVICE PROVIDER at least 8 (eight) hours in advance by email, or through a warning in the System, or via the website RD Station status, and which will be scheduled, to the extent possible, for weekends, or non-business hours on weekdays, or (ii) any unavailability caused by act of God or force majeure, government actions, floods, fires, earthquakes, civil conflicts, terrorist acts, strikes or labor problems (except those that involve employees of SERVICE PROVIDER), failures or delays from the Internet service provider.

b) make available to CLIENT for download a file with the data of the keywords and the Lead Base in Comma Separated Value (CSV) (“Data”) format, before completing the period of 60 (sixty) days, as of the actual cancellation of the services or the expiry of the period of validity of this Term. After this period, SERVICE PROVIDER will not be obliged to maintain or provide the Data to CLIENT, and the latter is hereby aware that the Data will be removed from the systems of SERVICE PROVIDER, except when forbidden by law or court order.

c) offer free remote technical support for the use of the System, provided that the answers will be sent by the next business day and within business hours (from 9 a.m. to 6 p.m. – Brasília time), and CLIENT must make the following requests:

i) For Light or Basic plan clients, exclusively by filling out a form in this link.

ii) For Pro or Enterprise plan clients, technical support will also be available via chat, at https://ajuda.rdstation.com.br/hc/en-us/requests/new.

d) Considering that SERVICE PROVIDER uses third parties’ resources to provide the services engaged and that they interact with the services of Google and depend on continuous availability of Google’s API and program for use with the Services, in the event that Google Inc. ceases to provide Google’s API and program in reasonable conditions for the services, SERVICE PROVIDER may cease the provision of such resources, and CLIENT will not be entitled to any reimbursement, credit or other compensations.

e) Google’s Services. The System does not operate if it is not integrated with the system of Google Marketing Platform and Google Cloud (“Google’s Platforms”), owned by Google Inc. (“Google”). Contracting the System License implies an authorization by CLIENT to integrate the marketing and storage service functions of Google’s Platforms with the System.

f) CLIENT understands and agrees that Google Marketing Platform and Google Cloud platforms are owned by Google, and are operated directly and fully by it, thus all the decisions regarding management and operationalization of Google’s Platforms are made by Google, without any type of influence and/or interference by SERVICE PROVIDER, which is why SERVICE PROVIDER does not provide any guarantee regarding Google’s Platforms, whether in respect to its functioning, reliability, safety, features, support, among others. Therefore, SERVICE PROVIDER is not responsible for the updates on Google’s Platforms, which will be or may be performed directly by Google, at its sole discretion. CLIENT understands and agrees that the use of Google’s Platforms is conditioned on the acceptance and compliance with the rules established by Google in its terms of use, and undertakes hereby, by itself and by its employees, to comply with them.

6.2. Exclusion of damages, caused by third parties: SERVICE PROVIDER is not liable for losses and damages of any nature caused by third parties that may come to have access to the system via CLIENT’s access or profile. SERVICE PROVIDER will also not be held liable due to access, interception, exclusion, alteration, modification or manipulation of the files owned by CLIENT, when arising from access by unauthorized third parties in a virtual or physical environment external to RD.

6.3. Limitation of liability: It is hereby established that in any case of losses suffered by either party, the redress due by the other party shall not be higher than the total amount actually paid by CLIENT within the last 12 (twelve) months prior to the occurrence of the loss.

7. Obligations of CLIENT

7.1. In addition to the obligations set forth in this Term, it is incumbent upon CLIENT the following:

a) to use the System in its business activity within the strict terms set forth in this Term and the Terms of Use of the RD Website, Privacy Policy and Anti-Spam Policy, complying with the laws in force and the right of third parties;

b) to be liable, solely and fully, for the acts practiced by users, third parties authorized by CLIENT to access the System by creating new user accesses;

c) to take all the security measures so that its personnel and/or third parties do not violate any intellectual property right of SERVICE PROVIDER, and inform SERVICE PROVIDER, immediately, in case of violation of intellectual property that it may become aware of;

d) to take all the necessary measures so that the System is not unduly used, considering as such, but not limited to, importing purchased contact lists, sending SPAM and publishing offensive and illegal content;

e) to maintain its business registration with SERVICE PROVIDER always updated by its User Dashboard, as well as by the other communication channels of SERVICE PROVIDER, informing, immediately, whenever there is any change in its data, including, but not limited to, address, telephone and email for contact;

f) to fully observe the “Anti-Spam Policy” in any and all sending of messages via the System.

7.1.1 Noncompliance with any obligation set forth in clause 7.1 authorizes SERVICE PROVIDER, regardless of prior notice to CLIENT, to block, suspend or cancel the use of the System by CLIENT indefinitely, provided that CLIENT is solely and exclusively liable for any damage that it may suffer due to misuse of the System, as well as for any damage that it may cause to third parties for the same reasons.

8. Intellectual Property

8.1. The use of any System of SERVICE PROVIDER must be carried out limited to the object of this Term, pursuant to the conditions set forth herein, and the parties shall preserve such rights, trademarks, copyrights, computer programs, as well as the other intellectual property rights mentioned herein and related to the System.

8.2. None of the provisions of this Term shall be construed as a form of license or assignment of intellectual property rights by either Party. Furthermore, each Party shall remain as the only and exclusive owner of their respective intellectual property rights.

8.3. CLIENT must not, under any circumstance, by any means, copy, reproduce, translate, adapt, modify, dispose of, sell, lease, sublease, assign, transfer, decompile or reverse engineer the System, in whole or in part, or use the System for any purpose other than those specifically authorized thereto, or allow any third party to do so.

8.4. The Parties accept and agree that the System, as well as all techniques, methodologies, business plans and databases developed by SERVICE PROVIDER in order to fulfill the object of this Term, is the result of the technology and expertise developed by SERVICE PROVIDER, belonging exclusively to SERVICE PROVIDER, pursuant to the applicable legislation. No provision of this Instrument shall be interpreted as a restriction or resignation of any rights of SERVICE PROVIDER relating to the System, nor as the assignment of the intellectual property rights inherent in the System to CLIENT.

8.5. Moreover, any other technology, code and/or content created by SERVICE PROVIDER in order to execute the object of this Term are, and will continue to be, the exclusive property of SERVICE PROVIDER, and shall not, under any circumstances, be considered commissioned work, even if specifically requested by CLIENT.

8.6. Upon the conclusion of validity of this Term, the License will be automatically canceled, and CLIENT forbidden from using the System in any form. Noncompliance of CLIENT with the obligations stipulated in this Clause will subject CLIENT to the penalties set forth in legislation as a result of the violation of the intellectual property rights of SERVICE PROVIDER.

9. Confidentiality

9.1. Each party agrees to keep and treat as confidential and not to disclose to third parties, any Confidential Information related to the System and the services, user data, industry secrets and others, or to use the aforementioned information for any purpose other than that set forth in this Term.

9.2. The parties, as well as their legal representatives, officers, employees, agents and consultants, including lawyers, auditors and financial consultants, are subject to the duty of secrecy and confidentiality set forth in this Term.

9.3. Notwithstanding the provisions hereof, the Confidential Information may be disclosed in the following events: (i) applicable legal requirement, (ii) court order or decision, or administrative or arbitral proceedings, or (iii) request from any authority or regulatory body in Brazil. In any of the events set forth in this clause, the Party that has to disclose the Confidential Information will do so only to the extent required by such judicial, administrative or arbitral order, and previously instructed by the opinion of its legal advisors, and it agrees to take all the reasonable necessary measures to preserve the confidentiality of the Confidential Information, including the obtainment of a protective measure or other relief that may ensure the granting of confidential treatment of the Confidential Information.

9.4 The parties acknowledge that any breach of the confidentiality obligations of this Agreement may cause damages to the other party. Accordingly, the parties agree, without prejudice to other reasonable rights or measures, that the infringing party shall redress the revealing party for the damages suffered, subject to the provision of clause 6.3.

9.5. The obligation of confidentiality set forth herein shall remain in force as long as the confidential nature of the information received subsists.

10. Data Protection

10.1. The use and processing of data and information capable of identifying natural persons, as well as the content or private communications that occurred during the provision of the Services (the “Personal Data”), shall take place in accordance with the applicable legislation in effect and with the provisions of this Clause.

10.1.1. SERVICE PROVIDER guarantees that any storage, use and processing of the Personal Data collected during the provision of the services that are the object of this Term shall occur in accordance with the purposes set forth in this instrument and in the applicable legislation, protecting said Personal Data from loss, disclosure and unauthorized access, whether accidental or not, and such measures must ensure adequate security given the risks posed by the nature of the Personal Data collected.

10.1.2. Nothing in this Term shall undermine the rights that CLIENT has over the Personal Data stored in its own systems, maintaining its total responsibility for and ownership of this data. CLIENT gives license to SERVICE PROVIDER to access and use Personal Data and other data stored in its systems in order to perform the processing necessary for the provision of the Services.

10.1.3. SERVICE PROVIDER undertakes to use the Personal Data entered into its Systems by CLIENT only for the purposes permitted by the Services Agreement, or by the legislation in effect, respecting the legitimate demands of Personal Data subjects.

10.2. The services set forth in this Term do not include the provision or processing of Sensitive Personal Data that allow sensitive information to be inferred, including particular elements regarding race, ethnicity, political belief, union membership, religious or similar beliefs, physical or mental health, sex life or criminal background of a person (the “Sensitive Personal Data”). CLIENT is prohibited from using Sensitive Personal Data in the System and, without prejudice to the other limitations of liability set forth in this Term, CLIENT assumes full responsibility before SERVICE PROVIDER, Personal Data holders and third parties for the provision and consequent improper processing of sensitive Personal Data, and SERVICE PROVIDER is entitled to the right of recourse against CLIENT in such cases.

10.3. Personal Data will be deleted from the systems of SERVICE PROVIDER upon request by Personal Data holders or when this Personal Data is no longer necessary for the Permitted Uses, unless there is any other reason, legal or contractual basis, to maintain it, such as any possible legal obligation to withhold Personal Data or the need to preserve it in order to safeguard the rights and legitimate interests of SERVICE PROVIDER. In accordance with the best market practices, CLIENT agrees to, and is responsible for, informing Personal Data holders of the detailed procedure for disabling the collection, processing and sharing of Personal Data, as well as for requesting its deletion, by providing, for example, and if necessary, links offering such possibilities.

10.4. CLIENT agrees to process the requests for deletion of Personal Data by Personal Data holders within the time limits specified by law and, in the absence of such time limits, as soon as possible, from the moment when the request is received. SERVICE PROVIDER will not proceed with the deletion of any contact from CLIENT, however, SERVICE PROVIDER hereby undertakes to inform the CLIENT if a Personal Data holder wishes to exercise any right, with a legal basis, over their Personal Data, so that the Parties can take reasonable measures to ensure such rights and to make their best efforts to comply with the applicable legislation. SERVICE PROVIDER guarantees that no fee will be charged to data holders who request the deletion of their Personal Data.

10.5. The Parties undertake to comply with regulations on privacy, data protection, confidentiality or information security requirements, in accordance with the best practices and applicable legislation, with the purpose of ensuring the confidentiality and proper use of the Personal Data and its non-disclosure, except as authorized by this Term or the applicable legislation. The Parties will maintain administrative, technical and physical functions designed to protect the Personal Data against any accidental, unlawful or unauthorized destruction, loss, modification, access, disclosures or use.

10.6 CLIENT declares that it has express authorization, from public or private sources, under its responsibility or not, to collect, process and share the Personal Data with SERVICE PROVIDER for the Permitted Uses, assuming full responsibility before SERVICE PROVIDER, Personal Data holders and third parties for such authorizations. CLIENT also guarantees that it makes every reasonable effort to ensure that any and all collection, use, processing and storage of the data collected within the scope of its relationship with Personal Data holders, commercial or not, and under this Term, will always be carried out with the express, free and informed consent of the Personal Data holders, for the Permitted Uses and for the sharing set forth in this Term, subject to applicable legislation. CLIENT expressly agrees to include, in its privacy policies or other instruments executed with Personal Data holders, directly or indirectly, clear references, distinguished from the other contractual and appropriate clauses, with respect to the collection, treatment and sharing with third parties of their data and to the Permitted Uses, observing the applicable legislation, with the purpose of obtaining their effective consent for the processing of Data.

10.7. CLIENT declares that it has not acquired distribution lists, media addresses or email addresses from unrelated third parties or without the consent of Personal Data holders, and has not obtained the Data in breach of any applicable legislation or regulations, and it also declares, without limitation, that it has not participated in the breach of any duty of confidentiality of commercial partners with whom it contracts of its own accord, including financial and tax secrecy. SERVICE PROVIDER may take any appropriate legal measure if such a situation is encountered.

10.8. If CLIENT violates any rule or provision agreed upon with Personal Data holders related to the object of this Term, or any legislation applicable to the case, SERVICE PROVIDER reserves the right to terminate this Term.

10.9. Under no circumstance will SERVICE PROVIDER be held liable for any crime, negligence, breach of contract or other instance of civil or criminal offense that CLIENT or its partners, service providers, account providers, employees, suppliers, distributors or agents cause to third parties or to Personal Data holders, including the unauthorized use of their data, being the sole responsibility of CLIENT to bear any and all damages, monetary or otherwise, resulting from its indirect, direct or incidental action, and SERVICE PROVIDER shall be entitled to the right of recourse against CLIENT in such situations.

10.10. Access to account movement information: Upon written request from its legal representative and substantiating its motivation, CLIENT may request information relating to the use of its account. In this case, SERVICE PROVIDER, after verifying the basis of the request, can make said information available to CLIENT.

10.10.1. CLIENT, upon receiving the usage information of its account, becomes solely responsible for keeping said information confidential and shall be fully accountable to third parties in the event of undue disclosure.

10.11. Data auditing. SERVICE PROVIDER has the right, directly or through third party representatives or consultants, provided that it has communicated in writing at least 10 (ten) calendar days in advance, to audit the compliance of Your obligations with respect to data protection set forth in this Clause 10, including auditing the systems, equipment and databases related to your data protection obligations (the “Audit”).

10.11.1 CLIENT agrees to fully cooperate with the audit, providing the requested documents within the stipulated period, as well as authorizing access by employees of SERVICE PROVIDER, or persons appointed by it, to its premises and to all locations indicated in the item above, even remotely, provided that the efforts to organize such cooperation and assistance do not interfere with or impair the performance of the duties and obligations of CLIENT.

10.11.2. If the Audit reveals any inadequacy, and provided that such a defect can be remedied, CLIENT agrees to develop and provide SERVICE PROVIDER with a corrective plan of action and an execution schedule, under penalty of the termination of this Term, or the payment of compensation for losses and damages if the Term has already been terminated. Without prejudice to said plan, SERVICE PROVIDER will be entitled to the right to immediately suspend the Services, upon prior notification, if any inadequacy or significant and reasonable suspicion of inadequacy is verified.

10.12. In case of termination of this Term, SERVICE PROVIDER will keep data entered by CLIENT in its System stored for 60 (sixty) days after the date of termination of this Term, for any reason, and will dispose of said data after this period.

11. Labor Obligations

11.1. This Term is of a strictly civil nature, and there is no employment relationship between CLIENT and its employees, directors or agents of SERVICE PROVIDER and vice-versa.

11.2. SERVICE PROVIDER shall be exclusively responsible for the burdens related to the labor and social security obligations and charges, federal, state and municipal taxes, Unemployment Compensation Fund (FGTS) and any other burdens resulting from the employment relationship between it and its employees, individuals in charge of performing the Services that are the object of this Term, as well as the strict compliance with the regulatory standards in force regarding labor proceedings.

11.3. In the event that a labor claim is filed against CLIENT, at any time, by an employee, representative or third party that has provided service to SERVICE PROVIDER, SERVICE PROVIDER agrees to: (i) voluntarily intervene in the proceeding, requesting Your exclusion from the defendant’s side of the respective claim; (ii) provide all sureties and collaterals demanded during the progress of the judicial proceeding, either in trial court or in appellate court; (iii) assume full and exclusive responsibility for the payment of pecuniary damages and reliefs sought, holding CLIENT harmless and free from any financial burdens and/or disbursements in any way related to the ongoing proceeding; and (iv) bear the court expenses sustained by You as a result of your inclusion in said proceedings, including counsel fees and other expenses necessary to establish defense and full follow-up of the proceeding, provided that the professionals engaged have been previously appointed or that their engagement has been authorized by RD.

11.3.1. SERVICE PROVIDER shall request Your exclusion at the first opportunity to make a statement on the record or in a hearing, in the event that CLIENT is included in the defendant’s side of claims by employees, collaborators and/or third parties connected with RD.

11.4. SERVICE PROVIDER states that it:

11.4.1. does not exploit, and will not exploit, any form of degrading work or work analogous to slavery, in conformity with the Universal Declaration of Human Rights, as well as Conventions No. 29 and 105 of the International Labor Organization (ILO), the ILO Declaration on Fundamental Principles and Rights at Work, and the American Convention on Human Rights.

11.4.2. does not use discriminatory and restrictive practices in access to the employment relationship or the maintenance thereof, based on gender, origin, race, skin color, physical condition, religion, marital status, family status, or any other condition.

12. Compliance

12.1. SERVICE PROVIDER agrees that all its representative, employees and subcontractors will comply, throughout the period of validity, with all anti-corruption laws, including the Foreign Corrupt Practices Act (FCPA), the Bribery Act 2010 of the United Kingdom and Brazilian Federal Law No. 12.846/2013. SERVICE PROVIDER guarantees that it will not, as a result hereof, or of any other business transactions involving either Party, transfer anything of value, either directly or indirectly, to any person of the private sector or public officials or employees from government-controlled companies, so as to obtain or maintain any other illicit benefit or advantage. SERVICE PROVIDER warrants that no cash paid to it shall be used as compensation or otherwise used to pay any bribe or kickback in breach of the applicable law. SERVICE PROVIDER shall maintain precise and updated accounting records of all business deals involving this instrument. SERVICE PROVIDER agrees to promptly respond to doubts related to the anti-corruption program and other controls related to the provisions set forth in this Clause and that it shall fully cooperate with any investigation involving any breach of the provisions hereof.

12.1.1 SERVICE PROVIDER fuly complies with all general and specific regulations relating to Anti-Money Laundering and Countering the Financing of Terrorism.

12.2. In the event that any clause of this instrument is deemed illegal, void or incapable of being fulfilled for any reason, such provision shall be deemed a section independent from the remaining part of this document and shall not affect the validity or enforceability of compliance with the terms of the remainder of this instrument.

12.3. All provisions of this Term that establish compliance with obligations or responsibilities subsequent to the termination or extinguishment of this Term shall survive its termination or extinguishment and shall remain in full force and effect, in particular, in relation to intellectual property, confidentiality and information and data privacy.

12.4. Both Parties expressly acknowledge that the sole legal link between the Parties results from this Term or from agreements formally entered into between them. None of the provisions of this instrument shall be construed as making the Parties partners, associates, consortium members, lessees or with joint or subsidiary liability, of any type, including, but not limited to, civil, administrative, labor and fiscal-tax liability.

12.5. This Term binds the Parties and their successors, under any circumstances.

12.6. The Parties declare, under penalty of the Law, that the signatories of this instrument are their prosecutors and/or their legal representatives, duly constituted in the form of their constituent acts, empowered to assume the obligations of the present instrument.

13. Termination

13.1. This Term may be terminated at any time and regardless of prior notice, in the following events:

a) in case of violation of its clauses and conditions;

b) in case of filing for court-supervised reorganization or bankruptcy of either party;

c) in case of default by CLIENT with respect to payments owed by virtue of this Term, for more than 40 (forty) days, when services will be then fully and definitively discontinued.

13.1.1. For the Pro and Enterprise Plans, if the CLIENT gives cause to the termination of this instrument, for any of the reasons set forth in this clause, before the expiry of the first 12 (twelve) months of the validity of this Term, in addition to the payment of prior notice (30 days), it will also be subject to a non-compensatory termination fee equivalent to 30% (thirty percent) of the total amount owed corresponding to the remaining months, on the unilateral termination date, up to the end of the contractual Term stipulated in the Proposal, even if the unilateral termination takes place before payment of the first installment.

14. General Provisions

14.1. Assignment: CLIENT shall not assign, sublicense, subcontract, transfer or dispose of any of its rights and obligations within the scope of this Term, except in case of affiliate companies or companies of the same business group, proven by submittal of the articles of organization or articles of incorporation. SERVICE PROVIDER may assign the Term or the rights arising therefrom to any of the companies of the business group that it belongs to or that it may belong to in the future, provided that Client reserves the right to terminate this Term without any additional burdens, within 10 (ten) days after the communication.

14.1.1 In the event of assignment which changes the country registered in the account, CLIENT agrees to the subsequent change of currency for payment.

14.2. Notifications: Notifications may be given by the Parties via email. SERVICE PROVIDER’s address for such purpose is Help Center (Domestic CLIENTS) and financial@rdstation-fin.com (Foreign CLIENTS) and the address of CLIENT shall be that indicated in its registration.

14.2.1 To facilitate communication between the parties, CLIENT is aware that SERVICE PROVIDER may use other means of contact, for example, telephone or instant messaging apps.

14.3. Changes to these General Conditions of Contract: SERVICE PROVIDER may change any of the provisions of this Term at any time. In making this change, SERVICE PROVIDER will disclose the terms changed in our Services and we will update the version. In this case, CLIENT will be notified of the changes that will enter into force once they are disclosed, unless communicated otherwise.

14.3.1. If CLIENT does not agree to the contractual changes, it may, within a maximum period of 10 (ten) days after the notification, terminate the present Term without any burden. If the aforementioned period lapses without manifestation by CLIENT, the changes will become a part of this Term, for all legal purposes.

15. Applicable Law

15.1. This Term and the compliance with the obligations set forth herein, by virtue of their business nature, will be governed by the Civil Code and other civil laws in force in the Federative Republic of Brazil and construed according to its provisions.

15.2. It is hereby agreed that the Courts of the Judicial District of the Capital City of the State of Santa Catarina, Brazil shall be competent to resolve any dispute arising from this Term, waiving any other, however privileged it may be.

 

 

This Term shall be deemed executed and obligatory to the Parties when CLIENT completes its registration and the procedure set forth at www.rdstation.com.br, provided that, by doing so, CLIENT states that it has read and understood all the terms and conditions of this Term, which is why it is advisable that CLIENT prints a copy of this document for future reference.

Updated on 2021-08-09

Version: 02.02-2021-08-09