Services Agreement | RD Station

GENERAL CONDITIONS OF SERVICES AGREEMENT

RD STATION MARKETING PRO AND ENTERPRISE

By this private instrument of agreement (“Agreement”) and on the best terms of the Law, by mutual agreement with all clauses established below, the parties:

RD GESTÃO E SISTEMAS S/A, a legal entity, 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/nº, Floripa Office (annex to Floripa Shopping), Saco Grande district, CEP (Postal Code) 88.032-0001, Florianópolis / SC / Brazil, hereinafter referred to as “SERVICE PROVIDER” or “Resultados Digitais”; and,

, , enrolled under no., with its principal place of business at , / / , Zip code , identified according to the electronic registration on website www.rdstation.com.br, hereinafter referred to as “CLIENT”.

1. PURPOSE

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 (or simply “System”), which has features to optimize marketing and sales activities of the companies.

1.2. The service will be provided according to the specifications set forth in the Commercial Proposal (“Proposal”) accepted by CLIENT which is an integral part of this Agreement, and it is composed of two parts:

1.2.1 Implementation Phase, which encompasses planning of content, training and instruction on the use and setting of the System, remotely (skype, call).

1.2.1.1 Remote training meeting must be previously scheduled and, if canceled less than twenty-four (24) hours prior to it, will be deemed as held.

1.2.2. Licensing and use of the System (Pro and Enterprise Plans – RD Station Marketing), by remote access, by which Client may use all features available in the package acquired, managing the number of contacts, as set forth in the Proposal.

1.3. By effecting the engagement, CLIENT adheres to the Package provided for in the Proposal, which may be modified at any time, and this will not import amendment to the contractual terms, except with respect to the amounts charged, provided that formalization by amendment is not required.

1.3.1. 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 agreements 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.

1.3.2. In case CLIENT reaches the monthly limit of email shooting set forth in the chosen Plan, such feature will be automatically blocked, and will it be available again in the beginning of the next monthly cycle or CLIENT may acquire a plan with a higher limit of email shooting, which will be proportionally charged until the end of the current period and, if the client does not return to the previous plan the charge will be issued for the plan in use at least ten (10) days prior to expiry.

1.3.2.1. The monthly cycle of CLIENT is the period of time from the day on which it made the first payment of the agreement to the same day of the next following month and so on, successively.

1.4. The System will be made available to CLIENT by remote access to the server of SERVICE PROVIDER, which shall comply with all the terms and conditions set forth in the Terms of Use of Website (https://legal.rdstation.com/en/terms-of-use/), and it is of CLIENT’s sole responsibility to have all the equipment and Internet access necessary to use the System.

1.5. CLIENT is aware that the services engaged are exactly those set forth in the Proposal and in this Agreement, and SERVICE PROVIDER is not obliged to provide any feature, improvement or resource incorporated to the System after this Agreement enters into force.

1.5.1. If the CLIENT chooses to purchase other products/services from the SERVICE PROVIDER, or new features for the System, the CLIENT may do so through the channels available in our Help Center (https://ajuda.rdstation.com.br/hc/en-us/requests/new). In this case, the SERVICE PROVIDER is authorized to charge them with the services already contracted, applying the provisions of this term to the new services.

2. OBLIGATIONS AND RESPONSIBILITIES

2.1.Obligations of SERVICE PROVIDER:

In addition to the obligations set forth in this Agreement, 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) SERVICE PROVIDER shall provide technical support services to the System, which comprise support to the stability of the System, with the purpose of assisting CLIENT in solving doubts and instructions with respect to troubles in the use, as well as solutions and general instructions for technical problems related to the System.

c) offer free remote support to the use of the System. The requests must be made exclusively via email to the address [email protected] or by filling out a form at https://www.rdstation.com.br/suporte. The answers will be sent by the next business day and during the business hours (9 a.m. to 6 p.m. – Brasília time).

d) 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 Agreement. After this term, 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.

e) 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.

f) 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 service, in the event that Google Inc. ceases to provide Google’s API and program in reasonable conditions for the service, SERVICE PROVIDER may cease the provision of such resources, and CLIENT will not be entitled to any reimbursement, credit or other compensations

g) 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.

h) 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.

2.2. Exclusion of damages: 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 THE SERVICE PROVIDER.

2.3. Obligations of CLIENT:

In addition to the obligations set forth in this Agreement, it is incumbent upon CLIENT:

a) use the System in its business activity within the strict terms set forth in this Agreement and the Term of Use of the System, complying with the laws in force and the right of third parties;

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 accounts.

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 be used in compliance with the General Terms and Conditions of Use, being liable for any violations to intellectual property of SERVICE PROVIDER or of any third party practiced by it or by its employees and agents.

e) 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.

f) 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.

g) 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.

3. AMOUNT

3.1. For the services, CLIENT shall pay to SERVICE PROVIDER the amounts set forth in the Proposal according to the term and manner set forth therein.

3.1.1.In the event that CLIENT, exceeds the number of contacts set forth in the Plan acquired, number of email shootings, number of users registered, among others, as set forth in the scope of the plan acquired, the amount of the monthly installment will be automatically adjusted according to the price table in force on the mentioned date, pursuant to clause 1.3, without the need to formalize an amendment to this agreement.

3.2. In the event that the Agreement is extended after the expiry of the term of effectiveness set forth in the Proposal, the monthly installments will be adjusted at every twelve (12) months period, always counting from the date of this Agreement, 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.

3.3. Bank Payment Slips: When payments are made by payment slips issued by SERVICE PROVIDER, CLIENT is aware that failure to receive the bank payment slips does not release it from the payment set forth herein, and if it does not receive the document by the due date, it must obtain it in the Financial Panel, logged in its RD Station Marketing.

3.4. Credit card: CLIENT hereby authorizes recurring debits of the amounts owed in its invoices of the respective card and, if it is canceled for any reason, CLIENT hereby agrees to inform the data of its new card to avoid any suspension in the use of the system or the provision of the services.

3.4.1. After the purchase authorization, no kind of canceling or refund of it will be made. In any unilateral termination event that imports return of amounts, they will be returned by deposit into checking account held by CLIENT, and the amounts debited in the credit card will be fully preserved.

3.5. Other electronic payment means: Besides the mentioned payment methods, SERVICE PROVIDER may provide to CLIENT other electronic payment means that are available on the moment of the engagement. In this case, CLIENT shall authorize the debits and payments necessary to settle the payable amounts, according to the rules of the elected platform.

3.6. Unpaid amounts in their respective due dates, including the first installment before access to the System is allowed, will be subject to a two percent (2%) fine and one percent (1%) interest per month, until actual payment is made, without prejudice to any other right of SERVICE PROVIDER under this Agreement.

3.7. SUSPENSION OF ACCESS: 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 by CLIENT 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.

3.8. SERVICE PROVIDER 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 CLIENT, and the creditor assignees and beneficiaries of the credit are subrogated to all the credit rights of hereof.

4. EFFECTIVENESS AND TERMINATION

4.1. This Agreement is effective for for 12 (twelve), initiating on the execution date. However, the access to the system will be made available only when the payment of the first installment of the agreement is confirmed, ensuring, from that moment on, the provision of the services during the total term of effectiveness provided for in the Proposal.

4.2. Extension: In the event that neither party notifies the other, this agreement will be automatically extended for successive periods of twelve (12) months, except when either Party provides written notice to the other Party, no later than thirty (30) days before the date scheduled for the expiry of the Initial Term or any other renewal period, that the term of effectiveness will not be extended.

4.3. Unilateral termination (request for cancelation of the agreement by the parties’ will, without contractual violation): Either party, at any time, upon formal thirty (30) days prior notice to the other, may terminate this agreement.

4.3.1. In the event that the unilateral termination is requested by the CLIENT, it will be charged 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.

4.3.2. 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.

4.3.3. The fine set forth in item 4.3. and following does not apply if canceling takes place after the first twelve (12) months of the term of effectiveness of the agreement.

4.4. Termination: This Agreement 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 agreement, for more than forty (40) days, when services will be then fully and definitively discontinued.

4.4.1 In the event that CLIENT gives cause to the termination of this instrument, 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, up to the final contractual Term provided for in the Proposal, even if the termination takes place before the payment of the first installment.

4.5. CLIENT’s data: In the event of unilateral termination/termination of the agreement: SERVICE PROVIDER will keep the data inserted by CLIENT in its System for thirty (30) days as of the date of extinguishment of this agreement, for any reason, and will dispose of it after such period.

5. REPRESENTATIONS AND WARRANTIES OF THE PARTIES

5.1.By this instrument and in accordance with the law, the Parties represent and warrant that:

a) the execution of this Agreement does not violate any obligation, agreement, law or regulation by which they are bound; and

b) they have full power and capacity to enter into this Agreement and to fulfill their obligations as set forth herein; and

c) the performance of this Agreement does not infringe any intellectual property rights, patents, trademarks, trade secrets or equivalent belonging to third parties, under penalty of indemnification of damages and losses; and

5.2. Economic results: The System hereby engaged is exclusively targeted to companies and has the purpose of assisting CLIENT in implementing improvements to the marketing and sales 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.

6. INTELLECTUAL PROPERTY

6.1. The use of any System from SERVICE PROVIDER must be carried out limited to the purpose of this Agreement, 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.

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

6.3. CLIENT agrees that the System is protected under the copyrights and intellectual property law, and CLIENT if prohibited from using the System in non-compliance with the provisions set forth herein. CLIENT is also prohibited from: (i) assigning, sublicensing, selling, donating, disposing of, leasing, distributing, transmitting or transferring, in whole or in part, to third parties, by any means, on any account, the System, as well as its manuals, guides, procedures, technical documentation and/or any other documents related thereto; (ii) modifying, enlarging, reducing, adapting, translating, decompiling, dismantling or performing reverse engineering of the System, including its source code or any other algorithms; (iii) developing, creating or sponsoring any program that may alter or copy the System, even if to introduce improvements of any nature; and (iv) creating digital or physical copies of the System, in violation of the rights of SERVICE PROVIDER.

6.4. The Parties accept and agree that the System, as well as all techniques, methodologies, business plans and database, developed by SERVICE PROVIDER to achieve the purpose of this Agreement is a product of the technology and knowledge developed by SERVICE PROVIDER, and it is exclusive property of SERVICE PROVIDER, subject to the applicable legislation. No provision of this Instrument will be interpreted as a restriction or waiver of any rights of SERVICE PROVIDER over the System, neither as assignment to CLIENT of the intellectual property rights inherent to the System.

6.5. Also, any other technology, code and/or content created by SERVICE PROVIDER to perform the subject matter of this Agreement are and will remain exclusive property of SERVICE PROVIDER, and, under no circumstance, it will be deemed as work-for-hire, even if requested by CLIENT.

6.6 At the end of the term of effectiveness of this Agreement, the License will be automatically canceled, and CLIENT will be prohibited from using the System in any manner. Non-compliance by CLIENT with the obligations set forth in this Clause, subjects CLIENT to the penalties set forth by law due to violation of intellectual property rights of SERVICE PROVIDER.

7. CONFIDENTIALITY

7.1. 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 secret and others, or to use the mentioned information for any purpose other than the one set forth in this Agreement.

7.2. 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 Agreement.

7.3. 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.

7.4. 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 by it, subject to the limitation of liability provided for in clause 2.1 (e).

7.5. The obligation of confidentiality set forth herein shall remain in force while the confidential nature of the information received subsists.

8. DATA PROTECTION

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 Brazilian 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 the Personal Data of CLIENT. SERVICE PROVIDER undertakes not to (i) alter the data of CLIENT; (ii) disclose the Personal Data of CLIENT, except if so required by law, or if CLIENT expressly allows it in writing; (iii) access Personal Data of CLIENT except to provide the Services, support or resolve technical or service issues, or at the request of CLIENT with respect to aspects of customer support.

a) SERVICE PROVIDER ensures that any storage, use and processing of the Personal Data collected during the provision of the services subject matter of this Agreement will be performed according to the purposes set forth in this Agreement 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.

b) Nothing in this Agreement 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 the Personal Data obtained from CLIENT will not be shared, in any manner, to the detriment of the businesses of CLIENT, ensuring, also, that the Personal Data will not be shared with other clients of SERVICE PROVIDER, or direct or indirect competitors of CLIENT, without prior express authorization from the latter to that effect. By this Agreement, 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.

c) 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, the 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 the Personal Data on the part of CLIENT 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 the legitimate expectations of CLIENT 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. Without prejudice to the limits and warranties established in item C of this clause, 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 the identity of CLIENT and of the holders of Personal Data.

d) The services set forth in this Agreement 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 Agreement, 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.

e) The Personal Data will be excluded from the systems of SERVICE PROVIDER, 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 SERVICE PROVIDER. In compliance with the best market practices, CLIENT agrees to and is responsible to inform 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.

f) 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.

g) SERVICE PROVIDER 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.

h) 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 Agreement or the applicable legislation. The Parties will maintain administrative, technical and physical functions to protect the Personal Data against any destruction, loss, modification, accesses, disclosures or use, accidental, illegal or unauthorized.

i) 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 Agreement, 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 Agreement, tacit consent by participation in researches, registrations or by contacts in social networks.

j) 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.

k) In case CLIENT violates any rule or provision executed with the holders of Personal Data of Data related to the subject matter of this Agreement, or any legislation applicable to the case, SERVICE PROVIDER reserves the right to terminate this Agreement without any burden or penalty, without prejudice to the collection, by right of recourse, of any losses and damages that may be verified.

l) 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 CLIENT 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.

8.1. Audit of data. 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 the obligations of CLIENT with respect to data protection set forth in this Clause six, including audit the systems, equipment and database connected with its data protection obligations (“Audit”).

8.1.1. CLIENT agrees to fully cooperate with the audit, authorizing the access by employees of SERVICE PROVIDER, 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 the rights and obligations of CLIENT.

8.1.2. 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 Agreement or payment of indemnification for losses and damages, if the Agreement is already terminated. Without prejudice to the mentioned plan, in the event any inadequacy or significant and grounded suspicion of inadequacy is verified, SERVICE PROVIDER will be entitled to immediately suspend the Services, upon prior notice.

8.1.3. Any documents and/or information requested by SERVICE PROVIDER under this Agreement shall be submitted within the term defined by mutual agreement between the Parties, except cases of judicial determination, which shall follow their respective terms.

9. GENERAL PROVISIONS

9.1. Labor Obligations: This Agreement 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.

9.1.1. 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 agreement, as well as the strict compliance with the regulatory rules on labor proceedings in force.

9.1.2. Labor claims possibly filed as a result of this agreement shall be regulated according to the provisions below:

9.1.3. In the event that a labor claim is filed against CLIENT, at any time, by employee, representative or third party that has provided service to SERVICE PROVIDER, SERVICE PROVIDER agrees to: (i) voluntarily intervene in the proceeding, requesting for the exclusion of CLIENT 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 CLIENT as a result of its inclusion in the 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 SERVICE PROVIDER.

9.1.4. SERVICE PROVIDER shall request the exclusion of CLIENT 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 SERVICE PROVIDER.

9.1.5 SERVICE PROVIDER represents that it:

a) 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.

b) 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.

9.2. Compliance: 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.

9.3. 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 Agreement and shall not affect the effectiveness or enforceability of compliance with the terms of the remainder of this instrument.

9.4. This Agreement binds the Parties and their successors, on any account.

9.5. This Agreement and any rights granted pursuant hereto shall not be transferred or assigned by CLIENT, except in case of affiliate company or of the same business group, proven by submittal of the articles of organization or articles of incorporations.

9.5.1 SERVICE PROVIDER may, without any restriction and regardless of prior notice, assign the rights and obligations hereof.

9.6. All provisions of this Agreement 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.

9.7. Both Parties expressly acknowledge that the sole legal link between the Parties results from this Agreement 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.

10. APPLICABLE LAW AND JURISDICTION

10.1. Applicable law: This Agreement 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.

10.2. Jurisdiction: 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 Agreement, waiving any other, however privileged it may be.

The parties execute this Agreement, and it will be deemed as executed by and obligatory to the Parties upon electronic signature, pursuant to MP No. 2.200/2001 and payment of the first installment, moment on which the access to the system will be authorized.