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, nº 587, 3º third floor, room 302, Saco Grande district, Postal Code (CEP) 88.032-0000, 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 General Terms And Conditions Of Use of the RD Station’s website and platforms accessible via the link https://legal.rdstation.com/en/terms-of-use/, along with RD Station’s Privacy Policy link  https://legal.rdstation.com/en/privacy-policy/,  the Anti-Spam Policy https://legal.rdstation.com/en/anti-spam-policy/ , Information Security Policy for Customers RD Station link https://legal.rdstation.com/en/infosec-policy/ and the Payment Policy https://legal.rdstation.com/en/rdsmkt-payment-policy/ which You automatically accept 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 (when applicable) 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 Advanced.

1.2.1. When choosing the desired Plan, CLIENT shall also choose the Package with the number of active leads 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. Implementation Services: Besides acquiring the Plans, the CLIENT may engage in Implementation services, which encompass training on the use and setup of the System. 

1.4.1. The provision of Implementation Services is restricted to customers subscribed to the Pro and Advanced Plans, and these services may be provided either by RD Station directly or by one of RD Station’s affiliated partner companies.

1.4.1.1. 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.

1.5. Other services: the CLIENT may purchase other services (add-ons) provided by the SERVICE PROVIDER through the available channels in our Help Center, waiving the need to issue an addendum to the Term.

1.6. Nature of the services: RD Station Marketing is a system exclusively aimed at business activities and has the purpose of assisting the 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 constitutes an obligation of means and not of result.

1.7. The System will be made available by remote access to the server of the SERVICE PROVIDER, and the 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, the CLIENT may change plans at any time through our Billing Dashboard by choosing the option “Change Plan.” Changes will be confirmed upon receipt and identification of payment of the proportional invoice for the new plan until the end of the current contract term (cycle), provided that the CLIENT will be charged the full amount of the newly selected plan in accordance with the price table in force at the time the change is made, starting from the next billing cycle. In the event of a reduction of Plans or services, there will be no refund of any amounts paid.

3.1.1. Plan Change and Cancellation operations can only be performed by users with an “Owner” profile or the account administrator with such permissions to use their access credentials for account changes.

3.2. Pro and Advanced Plans: For such Plans, changes must be requested through the communication channels by users with an “Owner” profile or the account administrator with such permissions to use their access credentials for account changes. In the event of a reduction of Plans or services, there will be no refund of any amounts paid.

3.2.1 The CLIENT may, at any time, request an upgrade (increase in the limit number of active leads) or a change to a plan with more features than their current plan.

3.2.1.1 In the case of an upgrade (increase in the limit number of active leads), the CLIENT agrees that this event can occur automatically (when the number of leads exceeds the chosen package quantity) or by request (when the CLIENT requests an increase in the active leads plan). In both situations, the proportional amount of the new plan will be included in the next invoice (with a monthly cycle view) until the end of the current cycle. The CLIENT will be charged the full amount of the newly chosen plan starting from the next cycle.

3.2.1.2 In the case of a change to a higher plan with more features, this can occur only upon the CLIENT’s request, and the plan’s value, according to the current Price Table at the time of the change, will apply.

3.2.1.3 When switching plans, a new 12-month contractual cycle begins. Therefore, an invoice will be issued for this new period, and the due date and plan adjustment date will also be updated based on the date of the change to the new plan.

3.2.2 If the CLIENT chooses to perform a downgrade (reduction in the limit number of active leads) or a change to a lower plan with fewer features from the currently contracted Plan, the CLIENT must request this through our customer service channels.

3.2.2.1 In the case of a downgrade (reduction in the limit number of active leads), the change will be completed at the end of the currently active cycle (monthly or annually).

3.2.2.2 In the case of a change to a lower plan with fewer features, the change will be made at the end of the currently active cycle (monthly or annually), and the new plan will follow the price available in the current Price Table at the time of the change.

3.2.2.3 When changing the plan (regardless of the payment cycle), a new 12-month contractual cycle begins. Therefore, an invoice will be issued for the new plan and period. Furthermore, the due date and plan adjustment date will also be updated based on the date of the change to the new contracted Plan.

3.2.1. If the CLIENT decides to reduce their current plan (applicable for the Pro and Advanced plans) to any other lower plan before completing the first 12 (twelve) months of the contracted period, the CLIENT will be subject to a contractual penalty as stipulated in clause 4.3.1.1 along with a 30 (thirty) days prior notice requirement. There will be no refunds for any amounts already paid.

3.3. The CLIENT is responsible for controlling the number of active leads. If the quantity exceeds the contracted amount, either automatically or by request to increase the limits, or if a reduction in the currently contracted quantity is requested, no refunds or amendments for the alteration will be processed.

3.3.2. In Plans whose number of contacts is up to and including 250,000 (two hundred and fifty thousand), the number of email sends is unlimited.

3.3.3. In Plans with a number of contacts greater than 250,000 (two hundred and fifty thousand), there will be an email send limit in accordance with the maximum amount specified for the chosen Plan. If the 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 the CLIENT to pay the full amount for the new Package in the subsequent cycle. Control over the number of email sends is the responsibility of the CLIENT, and no refund will be made.

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

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 and Plans page. The 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. Therefore, the fees will be due even if the CLIENT ceases to use the Platform during the plan’s term. This rule applies because the service is acquired as a right to use and is independent of actual utilization. In other words, discontinuing the use of the system does not constitute cancellation, and the service will continue to be provided and remain billable.

4.2. RD Station Marketing Light and Basic Plans: the term’s validity period 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 initiated and paid for by the CLIENT.

4.3. RD Station Marketing Pro and Advanced 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. In case the CLIENT chooses to unilaterally terminate this Term (cancellation without cause) before the expiration of the first period of 12 (twelve) months of the plan,  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. Any amounts already paid will not be refunded.

4.3.1.1. If the service was contracted with in advance payment cycle, and there is a contracted period longer than the end of the prior notice (30 days), the cancellation will occur at the end of the contracted period. In this case, the CLIENT remains responsible for managing the account and its respective base, while the account is active. Any amounts already paid will not be refunded.

4.3.1.2. The termination fee and prior notice of 30 (thirty) days, set forth in item 4.3.1., will also be applied in case of a change to a plan with lower features (downsell) than that of the one acquired, before the first period of 12 (twelve) months of validity of the respective plan. 30 days notice will be due at any time of the request.

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 the CLIENT must be up to date with its financial obligations up to the moment of cancellation. After the cancellation, the 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 account reactivation, your account and plan restart with a new validity and contractual cycle, with new activation and payment dates. The account will be reactivated after the 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 Advanced Plans: Reactivation may be carried out before 60 (sixty) days after the date of cancellation, and the CLIENT must be up to date with its financial obligations up to the moment of cancellation. After the cancellation, the CLIENT may request reactivation through our communication channels available in the Help Center. When requesting an account reactivation, a proportional charge will be issued—corresponding to the amount of the plan until the end of the current cycle—and the 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 payment confirmation.

4.5.1. After the 60-day period (sixty-days period), the account cannot be reactivated. In these cases, a new contract and legal engagement must be made

4.6. Trial Period of RD Station Marketing Plans: If the CLIENT proceeds with the trial version, which is available exclusively to the Light and Basic Plans, they may use the System free of charge for an irrevocable period of ten (10) days. This Agreement will be terminated at the end of this period unless the CLIENT activates the subscription via the Billing Dashboard. Upon proceeding with the subscription, the first invoice will be issued.

5. Amount and Payment Method

5.1. To consult our prices, payment methods and adjustment 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 Advanced plan clients, technical support will also be available via chat, at https://ajuda.rdstation.com/s/faleconosco?language=en_US.
iii) Support via chat channels is provided exclusively to clients based or domiciled in Brazil

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. In cases where support intervention is required, the CLIENT acknowledges that the SERVICE PROVIDER may access the account and the data registered in the system internally to address any technical or financial issues.

6.3. 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.

6.4. 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 General Terms And Conditions Of Use of the RD Station’s website and platforms, our Privacy Policy, Anti-Spam Policy and Security Information Policy for Customers, in accordance 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, phishing, 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 the SERVICE PROVIDER, regardless of prior notice to the CLIENT, to block, suspend or cancel the use of the System by the CLIENT indefinitely and may also, depending on the gravity of the facts, to terminate permanently the account, provided that the 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. General provisions

10.1.1. The SERVICE PROVIDER and the CLIENT (“Parties”) declare that they are aware of and are committed to complying with all Brazilian provisions, laws and regulations, and, where applicable, the laws of foreign regulations applicable to information security, privacy and protection of Personal Data, including, but not limited to, the Federal Constitution, the Consumer Protection Code, the Civil Code, the Brazilian Civil Framework of the Internet (Federal Law No. 12,965/2014), its regulatory decree (Decree 8,771/2016), the Federal Law No. 13,709/2018 – Brazilian General Data Protection Law (LGPD),  and within the strict limits provided for in this instrument.

10.1.1.1. Both Parties shall implement all necessary technical, physical, administrative, and organizational measures to ensure the presence of adequate levels of data protection and security, as mandated by the current data protection legislation.

10.1.1.2. The Parties must ensure that any person involved in the Processing of Personal Data on their behalf, due to this Contract, will comply with the provisions of this clause during the use and processing of personal data during the term of the Contract and after the termination of the Contract, when applicable. 

10.2. Personal data processing

10.2.1. The CLIENT guarantees that any and all personal data processing activities carried out in the SERVICE PROVIDER’s systems are legitimate and authorized by the applicable data protection legislation. Furthermore, the CLIENT is responsible for guaranteeing:

a) Commitment to undertake all reasonable efforts to ensure that the collection, use, processing, and storage of data obtained within the scope of its interaction with the Data Subjects. In this regard, the CLIENT is responsible for ensuring that personal data will only be processed when there is a valid legal basis for the processing performed and only for the authorized purposes and sharing outlined in these Terms of Use, in accordance with the applicable legislation.

b) The data entered on the platform was acquired lawfully and guarantees that you will not use distribution lists, media addresses, or e-mail addresses acquired by invasive methods or third parties.

c) Not to use, under any circumstances, the SERVICE PROVIDER’s Systems for deceptive commercial practices or any other illegal activities, including, but not limited to, engaging in mailbombing, spam, phishing, spoofing and/or sending any email that contains or is capable of transmitting any virus or the spread of worms, or any malware, be it spyware, adware, or other similar files or programs.

10.2.2. The CLIENT authorizes the SERVICE PROVIDER to process Personal Data and other data stored in its systems for the purposes defined in these Terms or any amendments concluded later. The CLIENT grants authorization to the SERVICE PROVIDER for the processing of Personal Data:

a) To perform activities related to the provision of services, such as: (i) responding to customer support requests and (ii) providing contracted consultancy in relation to the use of the software.

b) To investigate possible security incidents or breaches involving personal data.

c) To develop and optimize functionalities, such as: (i) carrying out data and intelligence analyses and (ii) recording the audit trail of logins and user actions (logs) on the platform and data analysis and intelligence activities when it comes to users of the tool who use it on behalf of the customer.

d) To compile statistical information and other information related to performance in aggregated form or through other minimization strategies, but always within the best practices of current data protection legislation.

10.2.3. The SERVICE PROVIDER guarantees that any storage, use and processing of the Personal Data collected during the provision of the services subject matter of this Term shall occur in accordance with the purposes set forth in this instrument and in the applicable legislation, protecting it from losses, disclosures and unauthorized access, whether accidental or not, and such measures must ensure adequate security for the risks posed by virtue of the Personal Data collected.

10.2.4. The SERVICE PROVIDER undertakes to: (i) not alter the CLIENT’s data; (ii) not disclose the CLIENT’s Personal Data, except as required by law (and when carrying out Personal Data processing activities to comply with a legal obligation, the SERVICE PROVIDER will be considered an independent controller of such data), or if the CLIENT expressly allows it in writing; (iii) not accessing the CLIENT’s Personal Data, except to provide the Services, support or solve service or technical problems, or at the request of the CLIENT in relation to customer support aspects.

10.3. Sensitive data processing

10.3.1. The services provided for and listed in this Agreement do not include the provision or processing of Sensitive Personal Data. The CLIENT is prohibited from using Sensitive Personal Data in the SERVICE PROVIDER’s System and, without prejudice to the other limitations of liability outlined in this Term, the CLIENT assumes full responsibility before the SERVICE PROVIDER, Personal Data holders and third parties for the provision and consequent improper processing of sensitive Personal Data, with the SERVICE PROVIDER entitled to the right of recourse against the CLIENT in such cases.

10.4. Sharing personal data 

10.4.1. The SERVICE PROVIDER is responsible for ensuring that the Personal Data entered into the Systems by the CLIENT are not accessed, shared or transferred to third parties, except for the necessary or previously authorized sharing, for the execution of the contracted services. If the CLIENT grants authorization for these processing operations, the SERVICE PROVIDER must ensure that such third parties are formally bound, in writing, to ensure the same level of protection to the Personal Data as stipulated herein.

10.4.2. The CLIENT is aware that the SERVICE PROVIDER may eventually share the Personal Data entered into the Systems with other companies in its economic group for the exclusive purpose of complying with the object of this Agreement and/or for the effective execution of the activities of the CLIENT and/or the CLIENT together with a company from its economic group, and it is up to them to observe all the obligations inherent to Clause 10.

10.5 Subcontracting 

10.5.1. The CLIENT grants the SERVICE PROVIDER general tacit authorization to subcontract the following types of Suboperators, which are necessary for the execution of this contract: suppliers in the fields of cloud and software engineering and other companies that provide information technology and security consulting and support services; third-party data center operators and providers of outsourced technical support services, including third parties qualified to provide the implementation service of the RD Station Marketing, RD Station CRM or Multiproduct system (RDSM + RDS CRM), and considering that:

a) The SERVICE PROVIDER guarantees that the same data protection obligations established in these Terms will be imposed on the subcontracts it carries out, which will be done through a contract or other legal act under the applicable legislation and, in particular, providing sufficient guarantees to implement appropriate technical and organizational measures.

b) The SERVICE PROVIDER also undertakes, from the outset, to ensure that international transfers of any subcontracting will comply with the provisions of clause 10.6 of these Terms and in strict compliance with the principles and obligations contained in Law 13,709/2018, before, during and after the transfer is made.

10.6. International transfers

10.6.1. In cases where the SERVICE PROVIDER, in order to execute this contract, needs to carry out international data transfers, it will act as Controller/Exporter of the data and must comply with the provisions contained in Law 13,709/2018 – Brazilian General Data Protection Law (LGPD), more specifically the requirements stipulated in its Art. 33 and other applicable laws, decrees and resolutions and regulations, to ensure:

a) Presenting sufficient conditions and guarantees for compliance with the general principles of protection, the rights of the owner, and the data protection regime provided for in the Brazilian General Data Protection Law (LGPD).

b) Adopting appropriate technical and organizational measures to ensure the security and privacy of personal data transferred internationally, in accordance with the provisions of paragraphs 1 and 2 of Art. 46 of the Brazilian General Data Protection Law.

c) The transfer serves legitimate, specific, explicit and informed purposes to the holder without the possibility of subsequent processing in a manner incompatible with these purposes.

d) The transfer is supported by one of the legal hypotheses provided for in Art. 7 or 11 of the Brazilian General Data Protection Law (LGPD).

e) The transfer is supported by a valid method of carrying out an international transfer.

f) The international transfer of data is limited to the minimum necessary to achieve its purposes, covering relevant, proportionate and not excessive data concerning the purposes of the data processing. 

10.6.2. The SERVICE PROVIDER undertakes to comply with the procedures and rules applicable to the international data transfer operations carried out, ensuring that international data transfers only take place when they fall within the framework of at least one of the permitted cases provided for in Art. 33 of the Brazilian General Data Protection Law (LGPD):

a) For countries or international organizations that provide a degree of personal data protection adequate to that provided in this Law.

b) When the controller offers and proves guarantees of compliance with the principles, the rights of the data subject and the data protection regime provided for in this Law, in the form of: (i) specific contractual clauses for a given transfer; (ii) standard contractual clauses; (iii) global corporate standards;(iii) regularly issued seals, certificates and codes of conduct.

c) Or other cases allowed by law.

10.7. Measures and controls

10.7.1. Privacy program: The PARTIES undertake to establish and maintain a comprehensive program for the privacy, security, and governance of personal data. This program must establish appropriate technical and administrative controls to guarantee the confidentiality, integrity and availability of the Personal Data subject to the Processing, in addition to ensuring compliance with the General Data Protection Law and other regulations regarding privacy and protection of personal data. This includes the implementation of “Internal Policies” that establish various rules, including: (i) procedures for informing data subjects during personal data processing; (ii) information about security measures, both technical and procedural, ensuring information confidentiality, integrity, and availability; (iii) crisis management protocols in case of incidents involving personal data; (iv) procedures established for maintaining the continuous update of these measures; (v) restrictions and control of access to Personal Data; (vi) regular reviews of the implemented measures; and (vii) the provision of ongoing training for company employees. 

10.7.2. Information Security Policy: the SERVICE PROVIDER agrees and declares to have measures implemented to protect the personal information processed to have an established information security policy, which includes security, technical and administrative measures capable of guaranteeing the integrity, availability and confidentiality of the information processed, even after the end of the processing. 

10.7.3. Registration of processing operations: The SERVICE PROVIDER shall keep records with regard to the Processing of Personal Data, such as the category of the data processed, the subjects involved in the activity, the purpose of the various processing activities carried out and for how long the personal data will be processed and stored after the fulfillment of its original purpose.

10.7.4. Data quality: The CLIENT must ensure that the personal information processed for the purpose stated in this instrument remains, among other things, correct and duly updated, and the outdated information must be immediately corrected or deleted. 

10.8. Rights of the holders

10.8.1. The CLIENT, as controller, is responsible for making decisions regarding the Processing of Personal Data. It is even responsible, as defined in Art. 18 of Law 13,709/2018, to comply with requests from Data Subjects submitted at any time and upon request.

10.8.2 The CLIENT expressly agrees to include, in its privacy policies or other instruments executed with the holders of Personal Data, directly or indirectly, clear references distinguished from the other contractual and appropriate clauses concerning 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 Data processing.

10.8.3. In accordance with the best market practices, the CLIENT agrees to and is responsible for informing Personal Data holders of the detailed procedure for deactivating 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.

10.8.4. The 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 the request is received. The SERVICE PROVIDER will not proceed with the exclusion of any contact from the CLIENT, and the latter is responsible for managing the preferences of the Holders inserted by the CLIENT in the SERVICE PROVIDER’s Systems. 

10.9. Security incidents

10.9.1. The PARTIES declare to have a documented and well-structured plan for addressing Security Incidents, particularly when Personal Data is involved. 

10.9.2. In the event of any Security Incident involving Personal Data processed as a result of the Contract, the Parties must make best efforts to adopt all necessary measures for its elimination or for its containment, keeping each other informed about the conduct of the procedures related to the incident in question, including, but not limited to: (i) the description of the nature of the personal data affected; (ii) the information about the holders involved; (iii) the indication of the technical measures and of security used to protect data, observing commercial and industrial secrets; (iv) the risks related to the incident; (v) the reasons for the delay, if the communication was not immediate; and (vi) the measures that were or will be adopted to reverse or mitigate the effects of the loss. 

10.9.3. In the event of unauthorized or illegal loss, disclosure, and access to Personal Data under the SERVICE PROVIDER’s control, the SERVICE PROVIDER will report the occurrence to the CLIENT, as provided in clause 10.9, providing the information contained in Art. 48 of Law 13,709/2018 within 01 (one) business day of the confirmation of the incident and, in the place of data operator, refraining from reporting the occurrence to any authority or third party.

10.10. Use of Artificial Intelligence (AI)

10.10.1. The SERVICE PROVIDER provides and may provide more functionalities and solutions in its Systems that use Artificial Intelligence, with the objective of offering the CLIENT the possibility of using innovative and effective tools in the execution of its strategies. In all cases, the SERVICE PROVIDER commits to embracing a responsible and ethical approach in the implementation of Artificial Intelligence (AI) in strict compliance with information security regulations, as well as those related to privacy and data protection, ensuring:

a) The adoption of transparency mechanisms.

b) Compliance with the strictest market standards while ensuring confidentiality, integrity and availability of the data that the Artificial Intelligence will process within the SERVICE PROVIDER’s systems.

c) Adoption of practices and mechanisms for developing models to avoid discriminatory, invasive biases and/or any outcomes that violate the privacy of Personal Data Subjects.

10.10.2. Taking into account that the use of Artificial Intelligence functionalities is at the discretion of the CLIENT, as well as the acceptance of any suggestion made by the model, the CLIENT declares to assume full responsibility in relation to its use and any consequences resulting from it.

10.11. Deletion and retention

10.11.1. In the event of the termination of this Term, for any reason, the SERVICE PROVIDER will effectively delete the data entered by the CLIENT in its System 60 (sixty) days after the cancellation of the account. For the purposes of this provision, effective deletion means that data is deleted in accordance with industry standards of best practices so that Personal Data cannot be reconstructed using any known technology.

10.12. Compliance with legal obligations

10.12.1. If the SERVICE PROVIDER is the recipient of any court order or official communication that decrees the provision or disclosure of personal information, it must notify the CLIENT within a maximum period of 48 (forty-eight) hours of the event, allowing the adoption, in a timely manner, of legal measures to prevent or mitigate the effects arising from the disclosure of Personal Data related to this request or objects of it.

10.13. Access to account movement information:

10.13.1. Upon written request from its legal representative and substantiating its motivation, the CLIENT may request information relating to the use of its account. In this case, after verifying the applicant’s identity and the basis of the request, the SERVICE PROVIDER may make the information available to the CLIENT.

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

10.14. Liability and right of recourse

10.14.1. Under no circumstance will the innocent Party be held liable for any crime, negligence, breach of contract, or other instance of civil or criminal offense that the infringing Party or its partners, service providers, account providers, employees, suppliers, distributors or agents cause to third parties or Personal Data holders, including the unauthorized use of their data, being the sole responsibility of the infringing Party to bear any and all damages, monetary or otherwise, resulting from its indirect, direct or incidental action. The innocent Party shall be entitled to the right of recourse against the infringing Party for situations, respecting the limitation of liability described in clause 6.3.

10.15. Survival 

10.15.1. Notwithstanding anything to the contrary, the obligations defined in this Agreement will last as long as the Parties continue to have access, are in possession, acquire or carry out any processing operation to the Personal Data obtained as a result of the contractual relationship, even if all contracts between the Parties have expired or been terminated.

10.16. Other Provisions

10.16.1. The SERVICE PROVIDER may modify the above provisions related to data protection to comply with new legal and/or regulatory obligations published by the Brazilian National Data Protection Authority or competent regulatory body.

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.

13.2. For the Pro and Advanced 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 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. The SERVICE PROVIDER reserves the right to modify the System’s features at any time, including but not limited to changes in feature settings, automations, layout, technical features, enhancements, and configuration limitations, among others.

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

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.