SERVICE PROVISION AGREEMENT/TERMS OF USE
(i) DIGITAL TECNOLOGIA DA INFORMAÇÃO E DATABASE MARKETING LTDA., registered with CNPJ/MF under nº 23.971.148/0001-79, with headquarters at Alameda Rio Negro, 500, 19th floor, set 1901, tower 2, Alphaville Centro Industrial and Empresarial, Barueri, SP, zip code. 06454-000, hereinafter referred to as CONTRACTOR.
(ii) Legal entity identified in the “COMMERCIAL PROPOSAL”, hereinafter referred to as CONTRACTING PARTY, and hereinafter jointly designated as PARTIES.
1. DEFINITIONS
1.1. LGPD: For the purposes of this instrument, the terms “Personal Data”, “Subject Holder” and “Treatment”, regardless of whether they are in the plural or singular, must be read and interpreted in accordance with Law No. 13,709/2018 (“General Law of Data Protection” or “LGPD”);
1.2. PERSONAL DATA: information related to an identified or identifiable natural person (art. 5, I, of Law 13,709/2018);
1.3. DATABASE: structured set of personal data, established in one or several locations, in electronic or physical format (art. 5, IV, of Law 13,709/2018);
1.4. HOLDER: natural person to whom the personal data subject to processing refer (art. 5, V, of Law 13,709/2018);
1.5. CONTROLLER: natural or legal person, governed by public or private law, who is responsible for decisions regarding the processing of personal data (art. 5, VI, of Law 13,709/2018);
1.6. OPERATOR: natural or legal person, governed by public or private law, who processes personal data on behalf of the controller (art. 5, VII, of Law 13,709/2018);
1.7. DATA ENRICHMENT: completes missing data in records; adds new fields, with accurate, qualified and updated information, from publicly accessible sources;
1.8. DATA PROCESSING: cleansing - database hygiene: identifies and eliminates inconsistencies; completes abbreviated data; corrects landline prefixes; evaluates and corrects neighborhoods using CEP; identifies suspicious words; identifies invalid and/or non-corresponding CPF and PIS/PASEP numbers;
1.9. ON LINE Consultation: Online Access Service for consultations through an internet application or via WebService, with integration into the CONTRACTED PARTY's database;
1.10. FINES RADAR: Monitoring of FINES and TRAFFIC VIOLATIONS, on a fortnightly, monthly basis or other period agreed between the parties, or, a separate online consultation.
1.11. FTP (File Transfer Protocol): Way of transferring data between computer networks, through remote file systems.
1.12. WEBSERVICE/API: Remote access to the CONTRACTOR's network environment, using a login and password, for system/system integration.
1.13. PHYSICAL/ELECTRONIC ADDRESS: Domicile and email of the CONTRACTING PARTY informed at the time of contracting, through indication and/or confirmation in the COMMERCIAL PROPOSAL;
1.14. LEGAL REPORT: Electronic Management System, which allows the CONTRACTOR access to the CONTRACTED PARTY's database and services, for capturing, monitoring, alerting and archiving publications from Official Gazettes, extractions (when available at the Court in reference) and procedural progress, through the OAB number and/or name, relating to processes in progress in the Forums, State, Federal and Regional Courts, as well as the Superior Courts;
1.15. LEGAL ALERT: Find in the Court Journals and alert publications linked to the CNPJ/CPF and/or name covering the States and Federal District, depending on availability, described on the website www.credify.com.br;
1.16. LEGAL MONITORING: In addition to locating and alerting you about publications, it also presents the content of each publication;
1.17. SMS: Exclusive access tool for sending and managing specific and bulk messages.
1.18. EMAIL: Tool for sending emails, SMS or WhatsApp messages, managing campaign results through reports.
1.19. COMBO: Acquisition of services linked to a minimum monthly billing.
1.20. MONITOR: Solution that searches, monitors, manages and reports credit notes on a CPF and/or CNPJ in detail.
1.21. PORTFOLIO DIAGNOSIS: Solution that analyzes and reports, in batches, credit and registration notes on a CPF and/or CNPJ, diagnosing in detail and enabling better decision-making on credit and collection.
1.22. BACKGROUND CHECK: Background check or verification of Individuals and Legal Entities to reduce risks and protect business.
1.23. QUIZ – ANTI-FRAUD: Questionnaire that enables the validation of the registration of individuals.
1.24. COMPANY CREDIT OFFER: Solution for risk analysis of newly created companies, based on registration, behavioral and restrictive analysis of partners.
1.25. RECEIVABLES MANAGEMENT: Tool for customer loyalty and collection of the asset portfolio using the SMS and URA platform before and after the maturity of the security.
1.26. VEHICLE: Provision of vehicle information with batch delivery, Web Service or online platform.
1.27. FISCAL MANAGEMENT: It is a tool that allows you to validate the tax status of companies and individuals with official sources, RFB (Brazilian Federal Revenue) and Sintegra, guaranteeing, in real time, all tax requirements for issuing Invoices.
1.28. ANTI-FRAUD SERVICES: Through our technology, we help clients mitigate attempted registration fraud through registration comparison processes, anti-fraud questionnaire, facial biometrics, document capture, comparison with internal and external data sources. Using these tools, the contractor will be able to generate comparisons and metrics to decide whether or not to accept in-person or virtual registration.
1.29. INTELLIGENT CREDIT MANAGEMENT: solution that brings together, in a single report, registration and credit information from a CPF and/or CNPJ providing agility, practicality and security in business decision-making. These are public and private sources with proven effectiveness in managing and controlling default, generating better profitability.
2. ASSUMPTIONS
2.1. WHEREAS the CONTRACTED PARTY is a company specialized in capturing, processing, standardizing and intelligence of structured or unstructured data, in large volumes, with the aim of providing intelligent data solutions, uniting commercial information, processing, georeferencing and data analysis in a single environment database quality.
2.2. WHEREAS the CONTRACTING PARTY wishes to contract the services made available by the CONTRACTED PARTY, for the exclusive use of its social objectives, in accordance with the COMMERCIAL PROPOSAL;
2.3. WHEREAS the CONTRACTOR has the know-how, expertise, competence and technical quality to provide the products and services described in the COMMERCIAL PROPOSAL;
2.4. WHEREAS the CONTROLLER and OPERATOR, hereinafter referred to as PARTIES, entered into a service provision contract that involves the storage and processing of data in the name and at the behest of the CONTROLLER;
2.5. WHEREAS the PARTIES understand that respect for privacy laws and protection of personal data is a fundamental principle that governs their business and that, therefore, they formalize the commitment to adapt to the LGPD;
2.6. CONSIDERING the interest of the PARTIES in formally establishing the SERVICE PROVISION AGREEMENT, they resolve to sign this agreement, which will be governed by the following clauses and conditions:
3. THE PARTIES
3.1. The CONTRACTING PARTY undertakes to keep its data always updated, and whenever there are discrepancies between the information provided in the commercial proposal when contracting the services, it must inform the CONTRACTED PARTY, in order to resolve any discrepancies that may exist.
3.2. That all information provided at the time of contracting is true, complete and sufficient for your identification, as well as being the same as that made available to the Federal Revenue Service.
3.3. That it will update its registration data, especially changes in corporate structure that may influence compliance with this CONTRACT, as well as its physical and electronic addresses, under penalty of being considered carried out, any notification, subpoena, etc., based on the data provided at the time of hiring;
4. DECLARATIONS
4.1. The CONTRACTOR declares under the penalties of law and for all legal purposes that:
4.1.1. Has the legal capacity to enter into this CONTRACT, as well as to use the CONTRACTED PARTY's products and services;
4.1.2. You will make good use of the services, observing the applicable rules, conditions of use, regulations, laws and terms, including, but not limited to, the terms of this AGREEMENT;
4.1.3.That you are responsible, civilly and criminally, for the obligations assumed when signing the COMMERCIAL PROPOSAL and that no unauthorized person will have access to your login(s) and password(s), must protect them, and declares that they are fully responsible for their custody, disclosure and misuse.
4.1.4. You are financially responsible for the use of the products and services covered by this CONTRACT;
4.1.5. You acknowledge that this CONTRACT is formalized with the signing of the COMMERCIAL PROPOSAL, by physical and/or electronic means, having received at the time of signing, a copy of this CONTRACT and verified the veracity and accuracy of the information contained in your registration, requesting the immediate review of data that does not comply;
4.1.6. Regarding the wide dissemination of this contractual instrument, it is duly registered with the Official Registry of Titles and Civil Documents of Legal Entities of the City of Barueri/SP, and available on the CONTRACTED PARTY's website.
5. AND LGPD
5.1. The PARTIES entered into this AGREEMENT for the processing of data in the name and at the direction of the CONTROLLING COMPANY and in compliance with privacy and personal data protection laws as a basic principle that governs their business.
5.2. Rules for the Processing of Personal Data:
5.2.1.Compliance. The PARTIES declare that they comply with all applicable legislation on privacy and data protection, including the LGPD, without excluding other sectoral or general standards on the subject. In these terms, the CONTROLLER guarantees that all its instructions, requests and determinations arising from the CONTRACT are lawful and do not contradict current legislation, while the OPERATOR guarantees that it will process personal data within the limits of what is strictly necessary to achieve the objectives of the CONTRACT. .
5.2.2.Confidentiality. The OPERATOR must maintain confidentiality regarding Personal Data processed within this CONTRACT, being responsible for anyone who accesses them, ensuring that such people are subject to the duty of confidentiality, as well as duly instructed to do so.
5.2.3.Security. Personal Data received or accessed by the OPERATOR as a result of the CONTRACT will be processed by it under technical and administrative measures capable of protecting them from unauthorized access and use and/or accidental or illicit situations of destruction, loss, alteration, communication or dissemination .
5.3. Subcontracting for the Processing of Personal Data:
5.3.1.The OPERATOR may employ third parties for the Processing activities arising from the CONTRACT, as long as it is strictly necessary for the execution of its purpose and upon prior communication sent to the CONTROLLING COMPANY. The OPERATOR guarantees that any subcontractors will assume, at least, the same level of obligation as is now regulated with regard to the processing of Personal Data, so that the OPERATOR assumes full responsibility for the acts carried out by them.
5.4. Security incidents
5.4.1. Duty to communicate. If the OPERATOR becomes aware of unauthorized access, improper disclosure and/or of an accidental or intentional situation of destruction, loss, alteration, communication that affects the Personal Data processed as a result of the CONTRACT, it must send a communication to the CONTROLLER in writing, immediately, observed any applicable legal provisions.
5.4.1.1. The OPERATOR reserves the right to send information gradually, in the event that it does not immediately have all the necessary information, with the aim of speeding up transmission to the CONTROLLER.
5.5. Requests from Personal Data Holders
5.5.1. It is exclusively the CONTROLLER's responsibility to process responses to requests from Owners or third parties that deal with Personal Data processed as a result of the CONTRACT, defining its form and content, with the Operator's duty to provide assistance.
5.5.2. Upon receiving a request from Owners or any third parties (including public authorities) in relation to Personal Data processed as a result of the CONTRACT, the OPERATOR must transmit such request to the CONTROLLER, within 02 (two) business days or immediately , if there is a deadline indicated in the request received, so that the CONTROLLER is ensured maximum advance notice in relation to the response.
5.5.3. If there are official requests from authorities, in the event that the OPERATOR is unable to inform the CONTROLLER, it must comply with the command, informing the CONTROLLER about the action taken at the first possible opportunity.
5.6. Responsibilities
5.6.1. THE CONTROLLER will be responsible for the purpose of the Processing of Personal Data, and the OPERATOR will not have any control or interference over the legal bases that justify the Processing, nor over the lawfulness of the collection, transmission or any other Processing activity conducted by the CONTROLLER .
5.7. If one of the PARTIES is sued by any person (natural or legal), due to irregular Processing of Personal Data carried out or determined by the other PARTY, the innocent PARTY is guaranteed the right to report the dispute, in accordance with article 125, II, of the Code of Civil Procedure, without prejudice to the reimbursement, by the other PARTY, of any convictions, fines and judicial or extrajudicial expenses.
5.8. If any competent authority understands, in a final decision that cannot be appealed, that the Processing activities carried out by the PARTIES are, in whole or in part, illicit or unethical, the innocent PARTY may immediately stop carrying out the contracted acts or even terminate the CONTRACT, simply communicating in writing to the other PARTY.
6. OBJECT
6.1. The purpose of this CONTRACT is the provision, by the CONTRACTOR to the CONTRACTOR, of intelligent data solutions, in accordance with the objectives set out in the COMMERCIAL PROPOSAL.
7. RADAR PRODUCT INFORMATION FLOW
7.1. (O) THE CONTRACTING PARTY must inform the CONTRACTED PARTY of the mandatory fields defined in the system layout, or mandatory fields specified in the COMMERCIAL PROPOSAL.
8. THE WAY THE SERVICES ARE PERFORMED
8.1. The CONTRACTED PARTY will perform the services through batch, online by consulting the website and/or through WebService, as defined in the COMMERCIAL PROPOSAL and under the terms defined below:
8.1.1.BACTH: By sending file(s), the CONTRACTOR carries out the processing, returning the processed file(s), via email, or via FTP access.
8.1.2.ONLINE: Consultations carried out on the CONTRACTED PARTY's website through the websites www.credify.com.br and www.sinalverde.com.br, or another to be indicated.
8.1.3.WEBSERVICE: Remote access to the CONTRACTED PARTY's network environment, through WebService and using a login and password.
8.1.3.1. Access will be carried out using the CONTRACTOR's own resources and tools.
8.1.3.2. Access to the databases must be made through a fixed and valid IP address on the internet, to be provided exclusively by the CONTRACTING PARTY.
8.1.3.3. If the CONTRACTOR does not have a fixed IP, an exclusive WebService will be created to meet the demand, with a specific port for access via login and password and closed to public access, under the full civil and criminal responsibility of the CONTRACTOR.
8.1.3.4. Systems that access the CONTRACTED PARTY's WebService must be updated with all correction and security patches provided by the manufacturer, as well as antivirus and firewall installed, to protect information.
8.1.3.5. If there is suspicion of misuse of the login and password, the CONTRACTED PARTY will block access, and the CONTRACTOR will be obliged to send to the CONTRACTED PARTY a report describing the security incident, its causes and consequences, associated risks and actions taken to restore security.
8.1.3.6. The CONTRACTOR assumes full responsibility for the use of the systems in accordance with these clauses, being obliged to compensate the CONTRACTED PARTY for any losses and damages, loss of profits, material and/or moral damages, which may eventually be incurred, regardless of intent or fault .
8.1.3.7. It is the CONTRACTOR's responsibility to acquire and maintain fully functioning market solutions for detecting and blocking attacks on their networks, as well as using spyware detection tools on their systems.
8.2. The CONTRACTED PARTY will make available, with a view to executing the purpose of the CONTRACT, qualified personnel, in sufficient numbers, including to meet any extraordinary needs, over which it will exercise strict supervision, complying with and ensuring that they comply with the safety standards established by the CONTRACTING PARTY, highlighting, for this purpose, a coordinator/representative who will be responsible for this task.
8.3. The CONTRACTOR will perform the services subject to this CONTRACT in accordance with the standards, norms and specifications defined by current legislation, as well as by the CONTRACTING PARTY, which reserves the right to periodically evaluate the quality of the contracted services, which evaluation will be made based, among others, on the following criteria:
8.3.1.technical quality;
8.3.2. completion time;
8.3.3. profile of allocated professionals.
8.4. The CONTRACTED PARTY will be responsible for the hygiene and/or enrichment process according to the COMMERCIAL PROPOSAL.
8.5. The services covered by this instrument must be carried out by the CONTRACTED PARTY, respecting the following criteria:
8.5.1.Data analysis: receiving information and analyzing the data received before starting the registration update work;
8.5.2. Sanitization: Removal of inappropriate names or typing errors;
8.5.3.Normalization: Standardization of registration data. (Example: inclusion and removal of accents, upper/lower case, name of records and street/street abbreviations);
8.5.4.Deduplication: Marking duplicate records in a database, which may or may not be deleted, depending on the CONTRACTING PARTY's needs;
8.5.5.Data Validation: Identification of the registration status of documents in the official registry, and identification of the correct spelling of the name, for later cross-referencing with the information sent;
8.5.6.Data enrichment (Collation): Addition, record by record, of new information and attributes to the database, collected from publicly accessible sources, and validated in accordance with the CONTROLLER's instructions. The greater the number of information made available by the CONTRACTING PARTY, the greater the number of keys constructed, allowing better comparison of common records;
8.5.7. Data update: Update of the CONTRACTING PARTY's database, by crossing this database with the publicly accessible database.
8.6. The CONTRACTED PARTY will deliver the services covered by this CONTRACT within the period defined in the COMMERCIAL PROPOSAL, counted after receipt of the files necessary for processing.
9. PRICE AND PAYMENT METHOD
9.1. For the services covered by this CONTRACT, the CONTRACTOR will pay the CONTRACTED PARTY the amount corresponding to the Price Table described in the COMMERCIAL PROPOSAL, subject to the following conditions:
9.1.1. The amounts due will vary depending on the number of attributes sanitized, treated and/or enriched, with the price range in the corresponding value table being applied.
9.1.2. Sanitation, treatment, and/or enrichment services will be charged separately, according to the corresponding value tables.
9.1.3.For the pricing of SANITIZATION/TREATMENT, the amount(s) of CPF's/CNPJ's by the CONTRACTOR will be considered.
9.1.4. For ENRICHMENT pricing, the quantity(s) of new enriched attributes will be considered, per record.
9.2. The CONTRACTED PARTY, in order to be entitled to receive the amount due, must deliver to the CONTRACTOR the corresponding invoice/invoice.
9.3. In the event of an irregular invoice being presented by the CONTRACTOR, the CONTRACTOR may return it for the necessary adjustments, in which case, after making corrections, the CONTRACTOR will resubmit it to the CONTRACTOR, making it clear that the invoice is due. irregular will be automatically extended for the number of days corresponding to the days necessary to resubmit the duly corrected invoice, without the CONTRACTED PARTY having any right to compensation, repair or indemnity.
9.4. In the event that the CONTRACTOR unduly pays an irregular invoice due to a discrepancy between the amount charged and the prices or quantity of services actually provided, due compensation will be made on the next invoice, in updated values.
9.5. If the CONTRACTED PARTY has complied with all its obligations set out in this CONTRACT, and the CONTRACTOR unjustifiably fails to pay the invoice within the due date, the amount due to the CONTRACTED PARTY will be increased by a late payment fine of 2% ( two percent) plus monetary correction calculated by the variation of the IGPM-FGV or, in its absence, by the IPC/FIPE and late payment interest, equivalent to 1% (one percent) per month, in the case of delays exceeding 30 (thirty ) days.
9.6. The CONTRACTOR must ensure that the chosen plan will meet its demand, since any suggestion made by the CONTRACTED PARTY, its resellers or agents must be understood as a simple suggestion, without binding character, and does not exempt the CONTRACTOR from compliance. of the clauses of this CONTRACT.
10. PRICE ADJUSTMENT
10.1. As a way of maintaining the financial-economic balance of the CONTRACT, the value of the services will be readjusted every October, based on the positive variation of the IGPM/FGV or the IPCA-E, using the index with the lowest variation in the period of 12 months.
10.2. The value of the services may also undergo adjustments whenever there is a price realignment arising from the information services provision contract with providers and/or suppliers, upon prior communication to the CONTRACTING PARTY.
11. CONTRACTUAL TERM
11.1. This CONTRACT is concluded for a period of validity determined in the COMMERCIAL PROPOSAL, starting on the date of its signature.
12. TERMINATION
12.1. This AGREEMENT may be terminated by either PARTY, without any charge or fine, upon prior written notice at least 30 (thirty) days in advance, unless otherwise provided in the commercial proposal.
12.2. The following are grounds for immediate termination, regardless of any communication:
12.2.1. The declaration of bankruptcy, the request for bankruptcy or the extrajudicial liquidation of either PARTY.
12.2.2. Failure by either PARTY to comply with the clauses and conditions of this AGREEMENT, without prejudice to the fine stipulated in clause 16 of this instrument.
13. CONTRACTOR'S OBLIGATIONS
13.1. Without prejudice to other responsibilities that the law and this CONTRACT assign to it, the CONTRACTED PARTY undertakes to:
13.1.1. Except in the event of having worked with sole fault, the CONTRACTED PARTY does not assume responsibility for losses and damages arising from the information provided.
13.1.2. Inform the CONTRACTING PARTY, 3 (three) days in advance, about interruptions necessary for technical adjustments or maintenance that require more than 6 (six) hours in duration and that may cause damage to the operability of access to the systems, except in case of urgency, unforeseeable circumstances or force majeure.
13.1.3. Keep hosted “media” accessible during 99.5% of the SLA (service level agreement).
13.1.4. Provide the CONTRACTING PARTY with the services covered by this CONTRACT, in accordance with the premises described in the COMMERCIAL PROPOSAL.
13.1.5. Update versions of systems and technologies used in favor of the CONTRACTING PARTY whenever applicable.
13.1.6. Be responsible for the confidentiality of the business carried out by the CONTRACTING PARTY, whether or not the latter uses the systems and technologies provided, assuming the duty to indemnify the CONTRACTING PARTY in case of improper provision of confidential information.
13.1.7. Redo, at no cost to the CONTRACTING PARTY, and without prejudice to the deadlines established in this CONTRACT, imperfect services, or those performed in disagreement with the dictated specifications.
14. THE CONTRACTING PARTY’S OBLIGATIONS
14.1. Without prejudice to other responsibilities that the law and this CONTRACT assign to it, the CONTRACTING PARTY is obliged to correctly register the data, email address and cell phone number on which it wishes to receive the information.
14.2. The CONTRACTOR must also enable the receipt of email(s) and SMS's.
14.2.1. Be responsible, before the CONTRACTED PARTY and third parties, for the use of the content of the data provided, being obliged to indemnify the CONTRACTED PARTY for any amounts it may spend, or losses it may suffer, in any capacity, due to non-compliance with the rules of this CONTRACT.
14.2.2. Bear all costs and expenses for which you are responsible, arising from this AGREEMENT.
14.2.3. Be responsible for the confidentiality of the business carried out by the CONTRACTOR, in relation to the technologies used by it and its work system, assuming the duty to indemnify it in case of improper provision of confidential information.
14.2.4. The CONTRACTING PARTY acknowledges that it will strictly comply with the provisions contained in this AGREEMENT, under penalty of, in the event of any violation, suspension of access to the contracted services and/or termination with immediate effect, without prejudice to compensation for any losses and damages and/or loss of profits that your conduct may cause to the CONTRACTOR or third parties.
14.2.5. The CONTRACTOR undertakes to maintain confidentiality regarding all commercial or technical information, as well as related documentation, in any form provided by one party to the other, regarding compliance with this adjustment, including those relating to holders of passwords for consultation , and not to reveal such information, under any pretext, except when requested by the competent government bodies and the Judiciary.
15. LEGAL BINDING
15.1. This CONTRACT, due to its object and nature, does not generate for the PARTIES in relation to the professionals and agents of the other PARTY, any employment or social security relationship.
15.2. Each PARTY assumes, for all legal purposes, that it is solely responsible for the workers used by it in the execution of the services subject to this CONTRACT, with full and exclusive responsibility for complying with all legislation that governs such legal relationship and for all obligations, expenses, charges or commitments related to these employees, including those arising from possible accidents at work, exempting and immediately reimbursing the amounts that they may spend, if compelled to do so by a public body or department , Court or Tribunal, or even by a legitimately constituted authority, by virtue of:
15.2.1. judicial recognition of the employment relationship of employees of one PARTY with the other, or a company from the same economic conglomerate;
15.2.2. judicial recognition of solidarity or subsidiarity of the other PARTY, or company from the same economic conglomerate, in fulfilling labor or social security obligations.
15.2.3. fine or fine of any kind applied to the other PARTY as a result of this AGREEMENT.
16. FROM FINE
16.1. In the event of non-compliance by either PARTY with the clauses and conditions of this AGREEMENT, the violating party will be subject to the payment of a fine, to the other, equivalent to the total value of the last billing immediately prior to the occurrence of the fact, without prejudice of the infringing PARTY to bear any losses and damages.
17. GENERAL CONDITIONS
17.1. Contacts and/or simple communications between the PARTIES, now contracting parties, will be made via electronic address, except for contractual termination, which must be sent to the address in the preamble of the CONTRACT, a means accepted by both PARTIES as suitable for this purpose.
17.2. THE CONTRACTOR IS NOT RESPONSIBLE for fraud or falsification, as well as for possible failures in information received from public and/or private sources.
17.3. The CONTRACTED PARTY does not guarantee receipt of SMS, WhatsApp and e-mail, for technical reasons from the telephone operator or provider of the respective services.
17.4. The CONTRACTED PARTY and the CONTRACTING PARTY are prohibited from using the data that they will have access to under this CONTRACT for purposes not permitted by law, or this instrument.
17.5. The PARTIES hereby acknowledge that all information relating to this AGREEMENT, as well as information owned by the other party to which they have access, in any way, are confidential and may not be disclosed at any time and for any reason, even if after the end of this CONTRACT, under penalty of being obliged to compensate the innocent party for the losses and damages caused.
17.6. Forgiveness or eventual tolerance by either PARTY regarding non-compliance by the other PARTY with any provision of this AGREEMENT will not imply a waiver of rights or novation and will be interpreted as an act of mere liberality, without prejudice to the right to have each term or condition of this CONTRACT is fulfilled.
17.7. If any provision of this CONTRACT is considered null, invalid or unenforceable, such decision will not affect the validity of the remaining provisions, which will continue to be in force and produce effects as if the invalidated provision had never appeared here since its execution.
17.8. It is prohibited for either PARTY, without the express authorization of the other, to assign or transfer, in whole or in part, for any reason, the obligations and rights contained in this Instrument.
17.9. The CONTRACTED PARTY is the legitimate holder of intellectual property rights relating to the technology used to provide the object of this CONTRACT, and the violation of such privileges, by any means, including decompilation and reverse engineering, results in civil and criminal liability.
17.10. The effectiveness and efficiency in obtaining data is subject to the limitations of public websites, such as limits on simultaneous queries, system crashes and other events that harm performance, not attributable to the quality of the CONTRACTED PARTY's services.
17.11. The CONTRACTOR declares that the data collection technology to be provided to the CONTRACTOR is lawful, observing the provisions of national legislation, and in particular the Consumer Protection Code and the General Data Protection Law, declaring that it is legal, legitimate and possible this assignment, being responsible for the legality of the way in which the informed registration data is obtained.
17.12. It is hereby established that each of the PARTIES must comply, in its own time, manner and form, with its respective tax obligations, arising from this AGREEMENT, and the imputation of any obligations, from PARTY to PARTY, that do not comply with the regulations, laws, decrees and the like that deal with tax matters.
17.13. The signatories of this CONTRACT declare, under penalty of law, that they are vested with the competent legal and corporate powers to represent and sign this CONTRACT, which is why they will ensure, in any hypothesis and situation, the veracity of this contract.
17.14. This AGREEMENT replaces previous AGREEMENTS with the same object, and constitutes the entire agreement between the PARTIES.
17.15. Based on current national legislation, in particular articles 104 and 107 of Law No. 10,406 of 01/10/2002 and amendments (Civil Code), articles 440 and 441 of Law No. Civil Procedure), and art. 10, §2 of Provisional Measure nº 2,200-2 of 08/24/2001, the Parties that adhere to this CONTRACT admit that the electronic signature is a valid and legitimate form of expression of will, and freely and expressly accept the use of this mechanism , as well as accepting and recognizing the electronic or digital signature tools and systems available on the market for formalizing electronic signatures on Documents.
18. FORUM
18.1. To resolve any disputes arising from this CONTRACT, the jurisdiction of the District of Barueri, SP, is elected, to the exclusion of any other, however privileged it may be.
THE SIGNATURE OF THE COMMERCIAL PROPOSAL BINDS CONTRACTOR AND CONTRACTED PARTY TO THE PROVISIONS OF THIS CONTRACT AND FOR THE PURPOSE OF ENSURE FULL ACCESS TO ITS CLAUSES AND CONDITIONS, SINCE THE CONTRACTION IS CARRIED OUT BY MEMBERSHIP, WITHOUT THE EXISTENCE OF A SIGNED CONTRACT, THIS CONTRACT AND ITS SUBSEQUENT HOT CHANGES ARE REGISTERED WITH THE OFFICE OF REGISTRATION OF TITLES AND DOCUMENTS AND CIVIL OF LEGAL ENTITY OF THE CITY OF BARUERI/SP.