RD STATION MARKETING
This instrument contains the general contracting conditions of the RD Station Marketing System. By accepting these conditions, You, hereinafter referred to as CLIENT, agree to the terms of this Service Agreement regarding the use of 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 Contracting Conditions, You declare to be older than eighteen (18) years old and, in case you are contracting on behalf of a legal entity, You declare to have legal capacity to represent it.
1.1. Under the terms and conditions hereof, 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 to optimize marketing activities of the companies.
1.2. RD Station Marketing has four types of Plans: 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 shootings allowed, as well as the registered users.
1.3. In order to contract the services, CLIENT must fill out an electronic registration, according to clause 2, in which the CLIENT, in addition to the registration data, will choose the Plan and the number of contacts to be contracted.
1.3.1. All information contained in the electronic registration form is part of this Term for all purposes.
1.4. If the number of contacts set forth in the chosen Package is exceeded, CLIENT will be automatically reallocated to the Package corresponding to the new number of contacts. Upon the reallocation, a proportional charge will be issued corresponding to the amount of the new plan until the end of the current cycle, and CLIENT will start paying the total amount corresponding to the new Package in the next cycle, according to the price table in force at the moment of the change. The control of the number of contacts is incumbent upon CLIENT, and no reimbursement will be made if the latter does not carry out due adjustments to the number of contacts in its account.
1.4.1. For RD Station Marketing Light and Basic plans, the maximum limit is fifty thousand (50.000) contacts. If CLIENT chooses a plan with a number of contacts higher than this one, it shall acquire RD Station Marketing Pro or Enterprise plan.
1.4.2. If CLIENT chooses to be reallocated in a Package with a number of contacts lower than that of the initial one, there will be no reimbursement of the amounts already paid.
1.4.3. If CLIENT reaches the monthly limit of email shootings set forth in the chosen Plan, this feature will be automatically blocked and will be available again at the beginning of the next monthly cycle. Or CLIENT may choose a package with a higher limit of email shootings, which will be charged proportionally until the end of the current cycle and, if client does not return to the previous plan, the charge will be issued for the plan in use no later than three (3) days prior to the due date.
184.108.40.206. The monthly cycle of CLIENT is the period of time from the day on which it made the first payment to the same day of the next following month and so on, successively.
1.5. Consultancy and 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, and Consultancy services, with a scope to be negotiated at each engagement.
1.5.1. Consultancy and Implementation Service for Pro and Enterprise Plans: Whenever one of such plans is acquired, CLIENT shall engage the Implementation and Consultancy services based on the predicted number of technical hours necessary.
220.127.116.11. If services are engaged based on a number of hours and such hours are not used in total, there will be no refund of the amounts, neither granting of any type of future credit.
1.6. Other Services: CLIENT may engage other services provided by SERVICE PROVIDER through the available channels in our Help Center, at https://ajuda.rdstation.com.br/hc/en-us/requests/new.
1.7. Nature of the Services: RD Station Marketing is a system exclusively targeted at business activities and has the purpose of assisting CLIENT in implementing improvements to the marketing practices of the 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 is an obligation to endeavor efforts and not to achieve a result.
1.8. The System will be made available by remote access to the server of SERVICE PROVIDER, and CLIENT is the sole responsible for having all the equipment and Internet access necessary to use the System.
2. Registration Process
2.1. CLIENT must inform the following data when registering: Individual Taxpayers’ Register (CPF)/CNPJ, full name/corporate name, full address, city/state, country, email, full name of the person responsible for the contracting, respective CPF and email.
2.1.1 Upon completion of the engagement, charges for the services chosen will be issued and you must choose the payment method. If you choose “credit card method”, your card data will be requested to complete payment.
2.2. CLIENT is responsible for maintaining its business registration always updated with SERVICE PROVIDER by its Financial Panel 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 Financial Panel, by choosing the option “Change Plan”. The confirmation of the change will be made by the identification of the payment of the charge of the new plan proportional until the end of the current cycle, provided that CLIENT will be charged for the full amount of the new plan, as of the new cycle. In the event of reduction of Plans or services, there will be no refund of the amounts paid.
3.1.1. The operations of Plan Change and Cancelation may only be performed by users with an “Owner” profile, by using its access credentials.
3.2. Pro and Enterprise Plans: For such plans, changes must be requested through the communication channels (firstname.lastname@example.org), at any time. The confirmation of the change will be made by the identification of the payment of the proportional charge for the new plan until the end of the current cycle, provided that CLIENT will be charged for the full amount of the new 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 the Plans or services engaged for Pro and Enterprise Plans to any other plan, before the expiry of the first twelve (12) months of effectiveness of this Term, give rise to the application of the fine set forth in clause 18.104.22.168 and thirty (30) days prior notice.
3.2.2. To change plans after the first twelve (12) months of effectiveness this Term, CLIENT shall so request thirty (30) days in advance, and the fine set forth in clause 22.214.171.124. shall not apply.
3.3. The features and limitations of each plan (number of contacts, number of email shootings, number of users, etc.) are available in your Financial Panel and at https://www.rdstation.com/en/pricing/. CLIENT is responsible for the management of its plan and agrees that, if it exceeds any of such features, it shall acquire a plan proportional to its use.
4. Term of effectiveness
4.1. This Term enters into force on the date when the access to the System is allowed, which will take place upon confirmation of the payment of the first installment, provided that the Services are prepaid.
4.2. RD Station Marketing Light and Basic Plans: the term of effectiveness of this Term for such plans is indefinite. Either Party may unilaterally terminate this instrument without cause, without the need of prior notice and with no burden. In this case, there will be no right to chargeback, and the System will remain accessible until the end of the period already paid by the CLIENT.
4.3. RD Station Marketing Pro and Enterprise Plans: the term of effectiveness of this Term for such plans is twelve (12) months. Upon the expiration of the term of effectiveness, the Term is automatically extended for another twelve (12) months, successively, if CLIENT does not inform SERVICE PROVIDER of its intention not to extend the term of effectiveness no later than thirty (30) days prior to the expiration of the term of effectiveness.
4.3.1. Pro and Enterprise Plans: In case the CLIENT chooses to unilaterally terminate this Term (cancelation without cause), before the expiration of the first term of twelve (12) months, it will be charged one month (regarding to the early warning) and a non-compensatory fine for the same amount corresponding to thirty percent (30%) of the total amount owed regarding the remaining months, on the unilateral termination date, up to the final contractual Term provided for in the Proposal, even if the unilateral termination takes place before the payment of the first installment.
126.96.36.199. The fine set forth in item 4.3.1. will also be applied, in case of change of the Plan for another of an amount lower than that of the one acquired.
188.8.131.52 The fine set forth in this clause will not be owed if cancelation takes place after twelve (12) months of term of effectiveness of the Term.
4.4. Reactivation of account of RD Station Marketing Light and Basic Plans: The reactivation may be made up to sixty (60) days as of the date of its cancelation, and CLIENT shall be in compliance with its financial obligations until the moment of cancelation. After the cancelation, CLIENT may resume its use of the account by requesting its reactivation by the button “Restart Subscription”, in the Financial Panel of the RD Station Marketing. 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 moment of the reactivation. The account will be activated again as of the identification of the payment. The period of time not used after cancelation and prior to reactivation will not be charged. After the sixty (60) days term, the account cannot be reactivated, and a new engagement must be made.
4.5. Reactivation of the account of RD Station Marketing Pro and Enterprise Plans: The reactivation may be made up to sixty (60) days as of the date of its cancelation, and CLIENT shall be in compliance with its financial obligations until the moment of cancelation. After cancelation, CLIENT may request reactivation through our communication channel available at Help Center (https://ajuda.rdstation.com.br/hc/en-us/requests/new). 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 moment of the reactivation. The account will be activated again as of the identification of the payment. The period of time not used after cancelation and prior to reactivation will not be charged. After the sixty (60) days term, the account cannot be reactivated, and a new engagement must be made.
4.6. Trial Period of RD Station Marketing Plans: In the event that CLIENT, when engaging the trial versions exclusively for the Light Plan, it may use the System for free for the non-extendable period of ten (10) days. Once this period expires, this Term will be extinguished by operation of law, if CLIENT does not activate the engagement by the Financial Panel. In such case, once activated, the first charge will be issued.
5. Amount and Payment Method
5.1. For the services engaged, CLIENT shall pay to SERVICE PROVIDER the amounts according to the chosen plan, pursuant to the price table available at www.rdstation.com/en/pricing/, in force on the date of contracting.
5.2. As set forth in clause 1.4., if CLIENT exceeds the number of contacts that may be inserted in the Plan engaged, the amount of the monthly installment will automatically increase according to the price table in force.
5.3. The due dates of the monthly installments of the Plan chosen shall always be on the same day of the payment of the first installment. This date shall not be changed while the Term is in force.
5.4. For the Light and Basic plans, the payment method available is credit card. For clients that engage Pro or Enterprise plans, the payment may be made by credit card or bank payment slip, at the discretion of CLIENT. Foreign clients may pay through credit card or other electronic payment available at the moment of the engagement. In case of credit card payment, for any plan, CLIENT hereby authorizes the recurrent debit of the amounts owed. In the event of cancelation or impossibility of use of the credit card indicated, for any reason, CLIENT shall inform the data of the new card in the billing link, in order to avoid any suspension of the use of the system or the provision of the services.
5.5. For the Light and Basic plans, the billings will be made available no later than three (3) days prior to the due date. For Pro and Enterprise plans, the billings will be made available no later than ten (10) days prior to the due date.
5.5.1. The charges will be made available via email and may also be accessed in the Financial Panel of RD Station Marketing. Failure to receive the invoice by CLIENT does not release it from the payment set forth herein, thus it must be aware of the due dates and, if it has not received the invoice, it must obtain it in the Financial Panel of the RD Station Marketing.
5.6. In case of payment in installments by credit card, after the purchase authorization, no kind of canceling or refund of it will be made.
5.7. Default and suspension of access: Unpaid amounts in their respective due dates will be subject to a two percent (2%) fine, adjustment for inflation according to IGP-M/FGV and one percent (1%) interest per month, until actual payment is made, without prejudice to any other right of SERVICE PROVIDER under this Term.
5.7.1. RD Station Marketing Light and Basic Plans: In case of default on any installment for more than one (1) day, SERVICE PROVIDER is hereby authorized, regardless of prior notice, to suspend the access to the System. The suspension of access will prevent CLIENT from new inclusions of data, but the provision of the services will be maintained, based on the actions performed up to the suspension of access.
184.108.40.206 If the payment of the installments of the Light and Basic plans is not identified within five (5) days as of the due date, the account of CLIENT will be automatically canceled. CLIENT may resume using the System with the same account if it settles all the overdue installments within, at most, sixty (60) days, as of the date of cancelation set forth in this clause (including such date in the calculation), and request the reactivation of its account.
5.7.2. RD Station Marketing Pro and Enterprise Plans: In case of default on any installment for more than ten (10) days, SERVICE PROVIDER is hereby authorized, regardless of prior notice, to suspend the access to the System. The suspension of access will prevent CLIENT from new inclusions of data, but the provision of the services will be maintained, based on the actions performed up to the suspension of access.
220.127.116.11. If the payment of the installments of the Pro and Enterprise plans is not identified within forty (40) days as of the due date, the account of CLIENT will be automatically canceled. CLIENT may resume using the System with the same account if it settles all the overdue installments within, at most, sixty (60) days, as of the date of cancelation set forth in this clause (including such date in the calculation), and request the reactivation of its account.
5.8. Adjustment of RD Station Marketing Light and Basic Plans: The amounts of such Plans shall be annually adjusted, always in March.
5.9. Adjustment of RD Station Marketing Pro and Enterprise Plans: The amounts will be annually adjusted, at every twelve (12) months period, always counting from the date of this Term, for IGP-M/FGV accrued index regarding the adjustment period, provided that negative variance is prohibited, or by other indexes that may substitute it or, in the absence of a substitute index, for the simple average of the main economic indexes that assess accrued annual inflation, starting on the date of extension.
5.10. RD is hereby authorized, at its sole discretion, to discount, post bond, assign, transfer, by endorsement or civil credit assignment, in whole or in part, all the credit rights and guarantees hereof, regardless of consent from the User, and the creditor assignees and beneficiaries of the credit are subrogated to all the credit rights of hereof.
6. Obligations of Service Provider
6.1. The following are obligations of SERVICE PROVIDER:
In addition to the obligations set forth in this Term, it is incumbent upon SERVICE PROVIDER:
a) maintain available the engaged services twenty-four (24) hours per day, seven (7) days per week, except: (i) during planned stoppages (which shall be notified by SERVICE PROVIDER at least eight (8) hours in advance by email, or through a warning in the System, or at http://status.rdstation.com.br, and which will be scheduled to the possible extent 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 provider of Internet service.
b) make available to CLIENT for download a file with the data of the keywords and the Leads Base in Comma Separated Value (CSV) value (“Data”), for thirty (30) days, as of the actual canceling of the services or the expiry of the term of effectiveness 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 it 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 the business hours (from 9 a.m. to 6 p.m. – Brasília time), and CLIENT must make the following requests:
i) For clients of Light or Basic plans, exclusively by filling out a form at https://www.rdstation.com.br/suporte.
ii) For clients of Pro or Enterprise plans, the 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 License of the System implies an authorization by CLIENT to integrate the marketing and storage services functions of Google’s Platforms with the System.
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 have access to the system from client’s access or profile. SERVICE PROVIDER is also not 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 due redress by the other party shall not be higher than the total amount actually paid by CLIENT within the last twelve (12) 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:
b) 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) take all the safety 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) take all the necessary measures so that the System is not unduly used, considering as such, but not limited to, importing purchased list of contacts, sending SPAM and publishing offensive and illegal contents;
e) maintain its business registration always updated with SERVICE PROVIDER by its User Panel, 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;
f) Noncompliance with any obligation set forth in this clause authorizes SERVICE PROVIDER, regardless of prior notice to CLIENT, to block or suspend the use of the System by CLIENT for indefinite term, provided that CLIENT is solely and exclusively liable for damage that it may suffer by undue use of the System, as well as damage that it may cause to third parties for the same reasons.
8.1. 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 the CLIENT with respect to payments owed by virtue of this Term, for more than forty (40) days, when services will be then fully and definitively discontinued.
8.1.1. In the event that 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 twelve (12) months of effectiveness of this Term, it will be subject to a non-compensatory fine in the amount of thirty percent (30%) of the total amount owed regarding the remaining months, on the date of termination, even if the termination takes place before the payment of the first installment.
9. Intellectual Property
9.1. The use of any System from SERVICE PROVIDER must be carried out limited to the purpose of this Term, pursuant to the conditions set forth herein, and the parties shall preserve such rights, copyrights, computer programs, as well as the other intellectual property rights mentioned herein and related to the System.
9.2. 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.
9.3. CLIENT must not, under any circumstance, by any means, copy, reproduce, translate, adapt, modify, dispose of, sell, lease, sublease, assign, transfer, decompile or make reverse engineering of the System, in whole or in part, or use the System, for any purpose other than the purposes specifically authorized thereto, or allow that any third party do so.
10.1. Each party agrees to keep and treat as confidential and not to disclose to third parties any Confidential Information connected with the System and the services, user data, industry secrets and others, or to use the mentioned information for any purpose other than the one set forth in this Term.
10.2. 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.
10.3. Notwithstanding the provisions hereof, the Confidential Information may be disclosed in the following events: (i) applicable legal requirement, (ii) judicial, administrative or arbitral decision or order, 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 obtention of a protective measure or other relief that may ensure the granting of confidential treatment to the Confidential Information.
10.4. The parties acknowledge that any violation of the obligations of confidentiality hereof may cause damage to the other party in amounts not promptly measurable. Therefore, the parties agree, without prejudice to other rights and applicable measures, that the infringing party shall redress the revealing party for the damages actually suffered, subject to the provision of clause 6.3.
10.5. The obligation of confidentiality set forth herein shall remain in force while the confidential nature of the information received subsists.
11. Data Protection
11.1. The use and treatment of data and information obtained from the Internet, capable of identifying natural persons, as well as the content and private communications that take place during the provision of the Services (“Personal Data”) shall take place according to the applicable legislation in force and the provision of this Clause. Without limiting the foregoing, SERVICE PROVIDER undertakes to maintain the appropriate administrative, physical and technical defenses to protect the safety, confidentiality and integrity of Your Personal Data. SERVICE PROVIDER undertakes not to (i) alter Your data; (ii) disclose the Your Personal Data, except if so required by law, or if CLIENT expressly allows it in writing; (iii) access Your Personal Data except to provide the Services, support or resolve technical or service issues, or at Your request with respect to aspects of customer support.
11.2. SERVICE PROVIDER ensures that any storage, use and processing of the Personal Data collected during the provision of the services subject matter of this Term will be performed according to the purposes set forth in this Term and in the applicable legislation, protecting it from losses, disclosures and unauthorized accesses, whether accidental or not, and such measure must ensure appropriate safety for the risks posed by virtue of the Personal Data collected.
11.3. Nothing in this document will be detrimental to the rights that CLIENT has over the Personal Data stored in Its own systems, keeping its total responsibility and ownership over them. SERVICE PROVIDER ensures that Your Personal Data will not be shared, in any manner, to the detriment of the Your businesses, ensuring, also, that the Personal Data will not be shared with other clients of RD, or Your direct or indirect competitors, without prior express authorization from the latter to that effect. By this Term, CLIENT assigns to SERVICE PROVIDER a license for access and use of the Personal Data and other data that is stored in its systems, exclusively to perform the processing necessary to the provision of the Services.
11.4. SERVICE PROVIDER may use the Personal Data, cross it and/or enrich it with other Personal Data that is under its possession, or that it may acquire and include in its systems, to create demographic, consumption and socioeconomic profiles of natural and legal persons; to perform statistical and market information survey; as substrate for the creation or analysis of the success of advertisements, online or offline, of itself or of commercial partners; to improve the products and algorithms of SERVICE PROVIDER or its commercial partners; as well as to prepare reports, metrics and other solutions and business intelligence software for itself or its commercial partners. In addition, Your Personal Data may be used to create new services, products and features, and also to redirect advertisements to the holders of Personal Data and to third parties. SERVICE PROVIDER reserves the right to include the Personal Data among its assets for any and all commercial purposes, within the limits of the legitimate expectations of use and sharing of Your Personal Data and the holders of Personal Data. SERVICE PROVIDER may also use the Personal Data for purposes not provided for in this Clause, but that are within Your legitimate expectations and the holders of Personal Data, pursuant to the applicable legislation and contractual relations. Use of Personal Data for purposes that are not in compliance with such prerogative will be made upon prior notice to CLIENT (“Permitted Uses”), whenever reasonable and possible. The SERVICE PROVIDER may, also, share the Personal Data with its commercial partners whenever necessary to complete a Permitted Use. Whenever possible, the Personal Data will be treated and shared anonymously and pseudo anonymously, preserving Your identity and of the holders of Personal Data.
11.5. The services set forth in this Term do not include provision or processing of Personal Data that allow sensitive information to be inferred, which include private elements such as race, ethnic origin, political belief, union association, religious belief or the like, health or mental condition, sex life or criminal records of person (“Personal Sensitive Data”). SERVICE PROVIDER is prohibited from using Personal Sensitive Data in the System and, without prejudice to the other limitations of responsibility set forth in this Term, CLIENT assumes full responsibility upon SERVICE PROVIDER, the holders of the Personal Data and third parties for the availability and consequent undue treatment of Personal Sensitive Data, and SERVICE PROVIDER is entitled to right of recourse against CLIENT in such cases.
11.6. Your Personal Data will be excluded from the systems of RD, upon request from the holders of the Personal Data or when it is no longer needed for the Permitted Uses, unless there is any other reason, legal or contractual ground, to maintain it, such as any legal obligation to withhold Personal Data or the need to preserve it to safeguard rights and legitimate interests of RD. In compliance with the best market practices, CLIENT agrees to and is responsible for informing the holders of Personal Data of the detailed procedure to deactivate the Personal Data collection, treatment and sharing, as well as to request their exclusion, making available, for instance, and if possible, links offering such possibilities.
11.7. CLIENT agrees to process the requests for exclusion of Personal Data from the holders of Personal Data within the terms set forth by law and, if there is no such term, as soon as possible, from the moment when the request is received. CLIENT hereby agrees to inform SERVICE PROVIDER if a holder of Personal Data wishes to exercise any right that it has, with legal grounds, over its Personal Data, so that the Parties may take the applicable measures to ensure such rights and endeavor their best efforts to comply with the legislation. CLIENT ensures that holders that request the exclusion of their Personal data will not be charged any fee.
11.8. CLIENT may use any applicable court relief with the purpose of redressing the damage caused to it, to the holders of Personal Data and/or third parties by virtue of non-compliance with the provisions of this Clause.
11.9. The Parties agree to follow the privacy, data protection, confidentiality rules or information safety requirements, in compliance with the best practices and applicable legislation, with the purpose of ensuring the confidentiality and the appropriate 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 to protect the Personal Data against any destruction, loss, modification, access, disclosure or use, accidental, illegal or unauthorized.
11.10. CLIENT represents that it has express authorization, from public and private sources, under its responsibility or not, to collect, treat and share the Personal Data with SERVICE PROVIDER for the Permitted Uses, assuming full responsibility upon SERVICE PROVIDER, the holders of Personal Data and third parties for such authorizations. CLIENT warrants, also, that it endeavors all reasonable efforts so that any and all collection, use, treatment and storage of the data collected within the scope of its relation with the holders of Personal Data, commercial or not, and under this Term, be always performed with express, free and informed consent of the holders of the Personal Data, for the Permitted Uses and for the sharing set forth hereunder, subject to the applicable legislation. CLIENT expressly agrees to include, in its privacy policies and other instruments executed with the holders of the Personal Data, directly or indirectly, clear and appropriate references, distinguished from the other contractual clauses, with respect to the collection, treatment and sharing with third parties of its data and Permitted Uses, subject to the applicable legislation, with the purpose of obtaining its actual consent to treat the Data. CLIENT represents that it does not accept, for the purposes of this Term, tacit consent by participation in researches, registrations or by contacts in social networks.
11.11. CLIENT represents that it did not acquire lists of distributions, media addresses or email addresses by unrelated third parties or without consent from the holders of the Personal Data, and did not obtain the Data not in compliance with any laws or regulations applicable to it, representing, also, but not limited to, that it did not participate in breach of any duty of secrecy of commercial partners with whom it contracts by itself, including financial and tax secrecy. SERVICE PROVIDER may take any legally applicable measure if such situation is verified.
11.12. In case CLIENT violates any rule or provision executed with the holders of Personal Data of Data related to the subject matter of this Term, or any legislation applicable to the case, SERVICE PROVIDER reserves the right to terminate this Term without any burden or penalty, without prejudice to the collection, by right of recourse, of any losses and damages that may be verified.
11.13. Under no circumstance SERVICE PROVIDER will be liable for any infringement, negligence, contractual violation or other criminal or civil tort that CLIENT or its partners, services providers, account providers, employees, suppliers, distributors or agents cause to third parties or to the holders of Personal Data, including unauthorized use of its data, provided that You shall bear any and all damages, whether pecuniary or of other nature, arising from its indirect, direct or incidental action, and SERVICE PROVIDER shall be entitled to right of recourse against SERVICE PROVIDER for such situations.
11.14. Data audit. SERVICE PROVIDER has the right to, directly or by third parties representatives or consultants, provided that it is notified, in writing, at least ten (10) days in advance, audit compliance with Your obligations with respect to data protection set forth in this Clause 11, including audit the systems, equipment and database connected with its data protection obligations (“Audit”).
11.14.1 CLIENT agrees to fully cooperate with the audit, authorizing the access by employees of RD, or persons appointed by it, to its premises and to all places indicated in item a above, even if remotely, provided that the efforts to organize such cooperation and assistance do not interfere with or impair the performance of Your rights and obligations.
11.14.2 In the event that the Audit indicates any inadequacy, and provided that it can be remedied, CLIENT agrees to develop and provide to SERVICE PROVIDER a corrective action plan and an execution schedule, on pain of termination of this Term or payment of indemnification for losses and damages, if the Term is already terminated. Without prejudice to the mentioned plan, in the event that any inadequacy or significant and grounded suspicion of inadequacy is verified, SERVICE PROVIDER will be entitled to immediately suspend the Services, upon prior notice.
11.14.3 Any documents and/or information requested by SERVICE PROVIDER under this Term shall be submitted within the term defined by mutual agreement between the Parties, except cases of judicial determination, which shall follow their respective terms.
11.15. In case of termination of the Term, SERVICE PROVIDER will keep the data inserted by CLIENT in its System for 60 (sixty) days as of the date of extinguishment of this Term, for any reason, and will dispose of it after such period.
12. Labor Obligations
12.1. This Term is of a strictly civil nature, and there is no employment relationship between CLIENT and its employees, managers or agents of SERVICE PROVIDER and vice-versa.
12.2. 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 relation between it and its employees, individuals in charge of performing the Services subject matter of this Term, as well as the strict compliance with the regulatory rules on labor proceedings in force.
12.3. 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 burdens and/or financial disbursements in any way related to the ongoing proceeding; and (iv) bear the court expenses borne by You as a result of its inclusion in said proceedings, including fees of counsel and other expenses necessary to present defense and fully follow-up the proceeding, provided that the professionals engaged have been previously appointed or their contract has been authorized by RD.
12.3.1. SERVICE PROVIDER shall request Your exclusion in the first opportunity to make a statement in the record or in hearing, in the event that CLIENT is included in defendant’s side of claims by employees, collaborators and/or third parties connected with RD.
12.4. SERVICE PROVIDER represents that it:
12.4.1. does not explore, and will not explore, any form of degrading work or work similar to slave work, 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.
12.4.2. does not use discriminatory practices restraining the access to the employment relationship or the maintenance thereof, as a result of gender, origin, race, color, physical condition, religion, marital status, family status, or any other condition.
13.1. SERVICE PROVIDER agrees that all its representative, employees and subcontractors will comply, during the term of effectiveness 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 warrants that it will not, as a result hereof, or of any other business transactions involving the 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 shall be used to pay any bribe or kickback in breach of the applicable law. SERVICE PROVIDER shall maintain a precise and updated accounting records of all businesses involving this instrument. SERVICE PROVIDER agrees to promptly solve the 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.
13.2. In the event that any clause of this instrument is deemed illegal, void or incapable to be fulfilled for any reason, such provision shall be deemed a section independent from the remaining part of this document and shall not affect the effectiveness or enforceability of compliance with the terms of the remainder of this instrument.
13.3. All provisions of this Term that establish compliance with obligations or responsibilities subsequently to the termination or extinguishment hereof 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.
13.4. 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.
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 company or of the same business group, proven by submittal of the articles of organization or articles of incorporations. 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 ten (10) days as of the communication.
14.2. Notices: Notices may be sent to the Parties by email. The SERVICE PROVIDER’s address for such purpose is: email@example.com and/or firstname.lastname@example.org (national CLIENTS) and email@example.com (foreign CLIENTS) and CLIENT’s address is that provided for in the registration.
14.3. Amendments to these General Contracting Conditions: SERVICE PROVIDER may amend any provision of this Term. In such case, CLIENT will be notified by email of the amendments and of when they enter into force.
14.3.1 If CLIENT does not agree to the contractual amendments, it may, within ten (10) days as of the notice, terminate this Term without any burdens. In case such term lapses and CLIENT makes no statement, the amendments 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 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 for at www.rdstation.com.br, provided that, by doing so, CLIENT states that it 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 2019-09-02