Terms and conditions

Last updated: 01/09/2023

• End User License Agreement


This End User License Agreement is a legal agreement between the user CLIENT and SALES JOURNEY TECHNOLOGY LTD., a company headquartered at 1666 Gomes de Carvalho Street, Conj 21, Vila Olímpia, São Paulo/SP, Zip Code 04547-006, registered under CNPJ no. 48.931.911/0001-69, hereinafter simply referred to as CONTRACTOR, duly represented herein as per its Articles of Association and, on the other hand, by this instrument called "Acceptance and Terms of Use of SALES JOURNEY", and in the best form of Law, the relationship between the CONTRACTOR and the CLIENT is regulated, who declares to have read, understood, and accepted all the terms and conditions of this instrument, which constitutes the entirety of the agreement between the Parties, supplemented only by the proposal that based the negotiation between the parties and any addenda.

1. Definition

1.1. In addition to the terms defined in the body of this Agreement, the following terms shall have the definitions attributed to them below:

SETUP: Stage that allows the configuration and access to the SALES JOURNEY Services and which can be downloaded by the User for installation on devices or mobile devices, through the virtual platform or another form indicated by the CONTRACTOR;

PLATFORM: It is the virtual platform of the CONTRACTOR, available on the website: salesjourney.io, or through installation by the CONTRACTOR's operators alongside the CLIENT's equipment, tools, and functionalities that will serve for the management of opportunities, sales orders, pricing, stock, real margin, credit limit, among others, offered by the platform owned and owned by the CONTRACTOR, which may integrate functionalities with particularities according to the proposal;

1.1.3. ACCOUNT: is the environment accessible through Access Data where each USER can make use of the Platform, managing their professional activities and their Content;

1.1.4. CONTENT: are the own operational data of the CLIENT's professional activities, inserted, generated, received, or organized in the Client's Account, as a result of the enjoyment of the Services, which may include Financial Data, User Data, Registration Data, general information belonging to the "chain" of activities that the platform will organize with its services;

1.1.5. CLIENT: is the individual or legal entity that adheres to this instrument for the use of SALES JOURNEY, on a trial or definitive basis;

1.1.6. ACCESS DATA: are the login and password information that allow access to a User Account, classified and organized by license descriptions;

1.1.7. REGISTRATION DATA: are the CLIENT's information, entered in the PLATFORM by the CLIENT, which allows access, the generation of Access Data, and the hiring of Services, except for Financial Data;

1.1.8. FINANCIAL DATA: are the financial information of the CLIENT and its USERS used to enable payment for the contracted Services;

1.1.9. USER DATA: User Data include but are not limited to: User name, address, registration data, telephone numbers, fax, emails, document numbers, and records related to the use of the Platform;

1.1.10. INFORMATION: is the set of all data entered, generated, received, or organized in the Client's Account, as a result of the enjoyment of the Services, including Content, Registration Data, Financial Data, User Data, login and access password data to processes possibly confidential, records and acceptances made in SALES JOURNEY, among others, which together or in part constitute the CLIENT's CONTENT;

1.1.11. LICENSING: is the legal relationship between CLIENT and CONTRACTOR, due to the hiring of the Platform Services by the CLIENT;

1.1.12. EXPERIENCE PERIOD: if eventually the object of contracting and according to a proposal previously adjusted between the parties, it consists of a period of gratuity of the Services, made available at the discretion and by the generosity of the CONTRACTOR, whose duration will be determined by the then current policy of the CONTRACTOR;

1.1.13. PLAN: refers to each set of Services and functionalities of the Platform offered, considering the adjusted price, payment method for use by the CLIENT during a determined period, disclosed in SALES JOURNEY, as valid at the time of its contracting and according to a proposal that integrates it;

1.1.14. PRIVACY POLICY: is the set of guidelines governing the use of Information, especially those regarding the LGPD which resolves the subject in its amplitude;

1.1.15. SERVICES: are the functionalities offered by SALES JOURNEY for automation, management dashboard, workflow, dynamic pricing, stock, real margin, credit limit, sales simulator, among others (all functionalities better detailed and clarified with the respective proposal that integrates this), which are offered by the platform owned and owned by the CONTRACTOR which may eventually integrate functionalities offered by Third Party Softwares;

1.1.16. ADDITIONAL SERVICES: in the eventuality, are the data migration services, training, and other non-continuous provision services, offered by the Platform, for ad hoc hiring by the CLIENT, under conditions of price, payment, and term then in force, as informed in the proposal;

1.1.17. CONTINUOUS SERVICES: are the Services of a certain license contracted by the CLIENT;

1.1.18. THIRD-PARTY SOFTWARE: are third-party owned software that ends up being integrated into the SALES JOURNEY platform, whose integration serves both for sending and receiving information, among other eventual needs to be met for the perfect functioning of the platform;

1.1.19. USER: is any natural person registered by the CLIENT to operate the Platform, who once registered, automatically submits to this Terms of Use and Privacy Policy.

2. Object

2.1. This instrument establishes the terms and conditions applicable to the contracting by the CLIENT of the revocable, non-exclusive, and non-transferable license, regarding the right to use the services generated by the SALES JOURNEY platform.

2.2. Annexes to and integral parts of this Agreement are the Privacy Policy produced and elaborated by the CONTRACTOR, and the specific information provided by the CLIENT regarding the number of Users, quantity, and characteristics of the contracted Services considering the personal nature addressed by the proposal that initially brought the parties together at the time of contracting.

3. Services

3.1. The Platform makes the following Services available for contracting by the CLIENT:

3.1.1. Generation of native reports and dashboards that present analytical and synthetic views, facilitating analysis for quick decision-making; Processes with internal authorization rules, bringing governance and integrity to processes; Pricing formation through layers, allowing this composition of pricing through advanced rules; Internal stock control with real-time updates; Presentation of the calculated results of sales; Option of rule for credit limit according to the customer's commitment; Sales simulation tool based on different variables, such as pricing, seller, and item, without prejudice, however, to what is provided for in Clause 3.1.3.

3.1.2. It suggests a period of 60 (sixty) days for the platform to be in perfect functionality, depending, however, on the information and data provided, as well as complete training that will be offered with the purpose of empowering Users for their best use of the Platform. Its contracting conditions are those provided on the Platform at the time of contracting.

3.1.3. The CONTRACTOR may, at its sole discretion, add new Services, modify them, change their offering conditions, as well as cease to offer them, without the need for prior notice and without any cost to the CONTRACTOR, to the maximum extent permitted by law.

4. Contracting and configuring plans

4.1. The Contracting will follow the proposal preceding the adherence to this, available on a paid basis, unless agreed between the parties a trial period, for the term stipulated in the proposal.

4.2. In the contracting of the Trial Period or Continuous Services, the CLIENT will select the Services they intend to contract, as well as the sizing of their demand, informing on the Platform itself the number of Users, and which license they intend to enjoy. Based on this information, the Platform will indicate the Plan to be contracted, as well as its corresponding value.

4.2.1. The term of the contract will be 1 year, with automatic renewal allowed if there is no manifestation from the parties.

4.3. The CLIENT may, at any time during the term of a Continuous Services Plan, contract an additional number of accesses for Users.

4.3.1. Additions to a Plan will result in the generation of an additional amount for payment by the CLIENT to the CONTRACTOR, which will be calculated proportionally considering the remaining period of the current Plan, according to the prices then disclosed on the Platform.

4.4. The CLIENT may also contract Additional Services at any time, as long as they are available on the Platform and for the duration and price informed at the time of contracting as disclosed on the Platform.

4.5. The CONTRACTOR may, at its sole discretion, cancel or modify the offering conditions of any of the Services, without prior notice and without any cost, to the maximum extent permitted by law.

5. Users

5.1. Regarding Users, THE CLIENT must correctly input the data requested by the Platform for the registration of Users up to the contracted limit, as well as generate access passwords for each User.

5.1.1. All Users registered by THE CLIENT will have access to the same Services contracted by THE CLIENT and to all information provided by the Services, except for exceptions eventually provided in the proposal.

5.1.2. It is exclusively THE CLIENT's responsibility to limit the administrative powers of each User regarding the technical possibilities offered in the User configuration environment, including but not limited to applying restrictions to specific Users for (a) altering and canceling the contracted license; (b) contracting Additional Services; (c) accessing financial modules; and (d) accessing specific processes, following the specificity of the contracted license.

5.1.3. It is exclusively the responsibility of THE CONTRACTOR the acts practiced by their USERS, also undertaking to inform them that the Access Data to User Accounts are personal and non-transferable.

5.2 The access to SALES JOURNEY is exclusive and individual, intended for only one person per user. Sharing your credentials with others is strictly prohibited.

5.2.1 The SALES JOURNEY platform allows only one simultaneous access per login on each platform (mobile and desktop). If another person attempts to access using the same credentials, the active session will be automatically disconnected, ensuring the security and integrity of the data and operations performed.

6. Duration

6.1. From the date of acceptance of this Agreement on the Platform itself or eventually given in-person acceptance, the term of this Agreement shall commence.

6.2. Except for obligations that, by legal determination or contractual provision, must survive this term, the duration of the term of this Agreement shall correspond to:

a) 1 (one year), in the case of Plans contracted for an annual duration;

b) 2 months in the case of Plan trial subscriptions;

6.3. Any Additional Features contracted during an active Plan, as per Clause 4.4, will be available to THE CLIENT for the remaining period of the then-current Plan.

6.4. Licenses will be automatically renewed upon the expiration of the Plan term, unless THE CLIENT expresses interest in canceling their Plan before the end of the contracted period. Cancellation will take effect on the day following the last day of the current Plan term.

6.5. Without prejudice to other provisions of this Agreement, on the tenth day after the expiration of the term, without Plan renewal, THE CLIENT's access to the Platform will be automatically suspended, regardless of any prior notice.6.6. After 60 (sixty) days from the expiration date of this Agreement, the Information will be deleted from the CONTRACTOR's database, except for those that must mandatorily remain in the possession of the CONTRACTOR.

7. Remuneration

7.1. In consideration for the License hereby contracted, THE CLIENT shall remunerate the CONTRACTOR in accordance with the current values and terms disclosed in the PROPOSAL at the time of contracting.

7.2. Payments shall be made in advance, invoiced by the CONTRACTOR with the issuance of invoices for payment by THE CLIENT, or by another exclusive payment method, as may have been agreed upon in the proposal.

7.3. The contracting of Additional Services will be based on the current values at the time of their contracting, as disclosed by the SALES JOURNEY at the time. However, this does not alter the values of Additional Services or previously contracted Continuing Services.

7.4. The remuneration for Continuing Services shall be annually adjusted, or at the shortest period allowed by law, automatically, based on the positive variation of the IGP-M (or the index that succeeds it). For the purposes of this Clause, the annual adjustment period shall be considered as the start date of this Agreement resulting from the first subscription of a Plan by THE CLIENT, in the event of successive renewals of the same Plan.

7.5.1. If THE CLIENT disagrees with the adjustment, they must cancel the Plan before the remuneration reflecting the said adjustment falls due. The continued use of the Services by THE CLIENT after being informed of the adjusted price shall be considered as acceptance of the Plan renewal at the new price after the adjustment comes into effect.

7.6. Failure to pay the remuneration within the stipulated period shall result in a penalty of 2% (two percent), plus late payment interest of 1% (one percent) per month, in addition to the monthly correction provided for in Clause 7.4., until payment is made.

7.7. THE CLIENT shall remain responsible for payment on the due date, even if there is a delay, for any reason, in the delivery of the bank slip or any other type of billing until the payment date, and must contact the CONTRACTOR to avoid default.

7.8. Payment delay not remedied by THE CLIENT for more than 10 (ten) days from the due date shall automatically result in the suspension of Continuing Services, Additional Features, or Additional Services in arrears from the 11th (eleventh) day without payment.

7.9. After THE CLIENT provides proof of payment to the CONTRACTOR, the suspended Services shall be restored within 24 (twenty-four) hours.

7.10. There shall be no refund of amounts, modification of due dates, or reduction of subsequent remunerations to compensate for the period of Service suspension due to default.

7.11. If default exceeds 20 (twenty) days from the due date of the remuneration owed, this Agreement shall be considered terminated, without prejudice to the CONTRACTOR's right to take any measures it deems necessary to receive payment of the overdue installments.

7.12. The CONTRACTOR shall always make available on its platforms or upon request the price of each Service.7.12.1. Promotional discounts granted for the subscription of certain Plans (a) are not cumulative, (b) are exclusive to the Plan to which they refer, and (c) have an expiration date, as informed by the CONTRACTOR to THE CLIENT when the discount is offered, which always follows the proposal preceding the subscription.

7.12.2. Any early cancellation of the Plan or reduction of Services and functionalities of the Plan before the end of the contracted term by THE CLIENT shall not result in refund of amounts paid in advance or reduction of amounts to be paid due to early termination or reduction of Services and functionalities of the Plan.

7.12.3. THE CLIENT acknowledges that any discounts, offers of free functionalities, and modules may be offered temporarily by the CONTRACTOR, and the CONTRACTOR may alter, discontinue, or begin charging for them without prior agreement, provided that it informs in advance the end of the free offer and the amount to be charged. If THE CLIENT disagrees with the change, they may cancel the subscription of the affected functionality or module, failing which the continued use of the SALES JOURNEY by THE CLIENT shall be considered acceptance of the informed price.

8. Termination

8.1. In Plans with an annual term or in the trial Plan, THE CLIENT may terminate this Agreement without cause by giving 30 (thirty) days' prior notice to the CONTRACTOR, through communication to the CONTRACTOR, sending an email to the address: help@salesjourney.io, or any other means that is sufficient to provide unequivocal notice.

8.2. The termination or rescission of this Agreement as provided for in this Clause 8 shall not affect the CONTRACTOR's right to take any measures it deems necessary to collect any outstanding debts owed by THE CLIENT under this Agreement.

9. Client's obligations

9.1. THE CLIENT acknowledges and agrees that the Services offered by the Platform are provided through access to the worldwide computer network - the internet, and it is their sole responsibility to acquire and maintain equipment, services from providers, and other technical attributes adequate to enable their access to SALES JOURNEY, as well as the responsibility for the malfunction of their equipment, or any limitations or technical impediments of their equipment and their connection to the client's internet network and the Services available on the Platform, as well as any integrations with third parties necessary for the performance of the service.

9.2. THE CLIENT is responsible for using the Platform solely for the purpose of managing their professional practice inherent to their economic activity, as designated in this Agreement.

9.3. THE CLIENT declares and warrants that all Customer Data, Financial Data, and User data entered into the Platform are true and accurate, being solely and exclusively responsible for the truthfulness, validity, and accuracy of the information provided by them, including in relation to the indication of a valid email address owned by them, and it is their responsibility to keep said registration always updated.

9.4. THE CLIENT is solely responsible for entering correct, valid, and accurate data required by the Platform for the proper enjoyment of the Services provided by the CONTRACTOR, as well as for updating such data.

9.4.1. For the full enjoyment of the Services provided by the CONTRACTOR, THE CLIENT must adhere to the guidelines outlined by the CONTRACTOR in the use of the SALES JOURNEY solution.

9.4.2. THE CLIENT must immediately inform the CONTRACTOR upon noticing any irregularity affecting the regular operation of the Services, in order to allow the CONTRACTOR to take the necessary measures to restore the Services as soon as possible.

9.7. It is expressly forbidden for THE CLIENT to: a) Use the Platform for purposes other than those provided in this Agreement, in violation of applicable laws in Brazil, the CONTRACTOR's and/or third parties' property rights, or good morals, including, without limitation, the violation of intellectual, copyright, and privacy rights, or the production and dissemination of illegal, immoral, inappropriate, or offensive content; b) Sub-license, transfer, sell, pledge, donate, copy, reproduce, alienate in any way, assign, in whole or in part, for any title, the right to use object of this License, including, but not limited to its manuals or any information related thereto; c) Reproduce, adapt, modify and/or employ, in whole or in part, for any purpose, the Platform or its content, without the express authorization of the CONTRACTOR; d) Publish inappropriate, illegal, or immoral content on the Platform; e) Bypass Platform security for practices harmful to the CONTRACTOR and third parties; f) Reverse engineer; g) Publish or transmit any file containing contaminating or destructive program, or that otherwise may interfere with the proper operation of the Platform, such as viruses, trojans, or any other.

9.8. The CONTRACTOR may, at its sole discretion, at any time, and without the need for prior communication to THE CLIENT:a) Terminate, modify, or suspend, in whole or in part, THE CLIENT's access to the platform, when said access or registration is in violation of the conditions established in this Agreement;b) Delete, in whole or in part, the Information entered by THE CLIENT that is not in accordance with the provisions of this Agreement;c) Remove or disable access to Content that is inconsistent with this Agreement.

9.9. It is THE CLIENT's responsibility to make and keep secure copies of their Content, using the tools available on the Platform before logging out of the Platform. Within 60 (sixty) days from the final date of the term of the contracted Plan, THE CLIENT may request the export and delivery of their Content contained in the CONTRACTOR's database. The Content will be available for export in electronic format (database copy), in .xls format, or another format determined by the CONTRACTOR. After this period, this Content will be permanently deleted from the CONTRACTOR's servers.

9.10. THE CLIENT agrees to defend, indemnify, and hold harmless the CONTRACTOR and its affiliates, directors, employees, and agents from and against any charges, actions, or demands, including, but not limited to attorney fees and court costs, resulting from: (i) their misuse of SALES JOURNEY, or their violation of the conditions agreed upon in this Agreement, by themselves or by any of their USERS.

10. Service availability

10.1. The Platform will be available to THE CLIENT daily and around the clock, and the CONTRACTOR may interrupt its availability in the following cases:

a) Performance of preventive maintenance by the CONTRACTOR: preventive maintenance will take place on a date and time communicated to THE CLIENT with at least 1 (one) day's notice;

b) Performance of emergency maintenance due to malfunctions of the Services not caused by errors or defects in integration with Third Parties.

10.1.1 Necessary maintenance will be carried out as quickly as possible, as soon as they are detected by the CONTRACTOR or reported to them by THE CLIENT.

10.2. In addition to the events provided for in Clause 10.1, the Platform and the Services may be unavailable in the following cases:a) Interruption of the supply of electricity;b) Failure of the internet connection ("link"), provided by the telecommunications company responsible for providing the services;c) Defects, malfunctions, or downtime for maintenance of Software or any other form of integration with Third Parties; d) Events beyond the control of the CONTRACTOR, including but not limited to (i) events caused by acts or omissions of THE CLIENT or third parties; events resulting from failures of hardware, software, or other technologies used by THE CLIENT; as well as any fortuitous events and force majeure, as defined by Article 393 of the Civil Code.

11. Support

11.1. The CONTRACTOR undertakes to provide CLIENTS with new versions, implementations, and improvements of the services and functionalities offered within the scope of the Platform and the contracted license, as well as to provide technical support to THE CLIENT throughout the duration of the Services, ensuring the availability of the product and its functionalities.

11.2. Technical support will be provided by qualified professionals during business hours, from 9:00 AM to 6:00 PM in the Brasília time zone, from Monday to Friday, through "Email" channels or a tool for opening tickets at no additional cost, providing clarifications for any doubts, receiving suggestions, and criticisms related to the Services.

11.3. Requests will be attended to by the technical support of the CONTRACTOR without discrimination and in the order of arrival of the requests.

11.4. The CONTRACTOR does not guarantee that all doubts can be clarified and all problems solved in a single interaction.

12. Confidentiality and data security

12.1. The CONTRACTOR agrees to treat the Information as confidential, not allowing disclosure to third parties unrelated to this contract, except in the cases provided for in this Agreement.

12.2. The following disclosures or receipt of information shall not be considered violations of the duty of confidentiality and security: a) were in the public domain on the date of the execution of this Agreement; b) were or become known to the public in general; c) were known to the CONTRACTOR before being received from THE CLIENT; d) are disclosed due to any order, decree, order, decision, or rule issued by any judicial, legislative, or executive body; e) are received from third parties and/or have been independently developed by the CONTRACTOR; or f) are disclosed due to legal requirement or court order, in which case the CONTRACTOR will notify THE CLIENT, prior to disclosure.

12.3. THE CLIENT agrees that records of operations corresponding to the acceptance of certain options on the Platform will be maintained in the CONTRACTOR's databases, along with the date and time of THE CLIENT's acceptance, and such information may be used as proof of THE CLIENT's acceptance of the option, regardless of any other formality.

12.4. Under no circumstances may the CONTRACTOR assign, transfer, alienate, or make THE CLIENT's Information available.

12.5. THE CLIENT expressly authorizes the CONTRACTOR to use the Information to: (a) send notifications, alerts, and communications; (b) promote the operation of the features of the Services available on the Platform; (c) enhance the features and functionalities of the Services offered by the Platform; (d) generate generic statistics for monitoring Platform usage; (e) conduct marketing research, CONTRACTOR project planning; (f) enable Platform integrations with Third Parties through APIs; and (g) resolve issues on the Platform or Application, verify and protect Information, the Platform, or Application against errors, fraud, or any other electronic crime.

12.6. The CONTRACTOR may access THE CLIENT's Information to resolve issues, doubts, and/or any requests from THE CLIENT that require access to their Information.

12.7. THE CLIENT and each of its Users may authorize the CONTRACTOR, at its sole discretion, to disclose messages sent by them in written or oral form, by phone, for use on websites, newspapers, magazines, and other campaigns, as specified in the authorization request forwarded by the CONTRACTOR.

12.8. Notwithstanding that THE CLIENT's Information is secure under this Agreement, Platform Access Data is confidential and the sole responsibility of THE CLIENT and its USERS.

12.9. If THE CLIENT or any of its USERS believes that the confidentiality of their Platform Access Data is threatened for any reason, they must immediately notify the CONTRACTOR through any available support channels, without prejudice to immediate password change within the Platform itself.

12.10. The CONTRACTOR is responsible for complying with the legally required levels of security in protecting the Information, as well as for adopting technical means and measures to prevent loss, unauthorized access, or misappropriation of the Information.

12.10.1. The CONTRACTOR will make its best efforts to ensure that the integrity and virtual security precepts of SALES JOURNEY are not violated. However, given the significant technological advances related to virtual invasions and violations, the CONTRACTOR shall not be held liable for any losses, damages, or lost profits resulting from the violation of its virtual security by third parties.

12.11. To access certain Platform Services, THE CLIENT will need to access Third-Party Software. THE CLIENT understands and agrees that such Information will be shared with Third-Party Software, which have their own data treatment policy, as indicated in their own terms of use. The CONTRACTOR shall not be responsible for the treatment offered to THE CLIENT's Information by such Third-Party Software. It is THE CLIENT's responsibility, if they disagree with the data security policy of Third-Party Software, to cancel the Service contract or take measures they believe are appropriate for the case.

13. Limitation of liability

13.1. Neither Party shall be liable for lost profits, indirect, special, incidental, consequential, or punitive damages with respect to the other.

13.2. The Parties understand and agree that the licensing of SALES JOURNEY does not constitute any relationship involving an employment bond between the Parties, which undertake to bear any liability on their own and request the exclusion from the lawsuit if an employee of the other Party were to sue them.

13.3. The Platform and Services, including Third-Party Software Services, are provided to the CLIENT on an "as is" and "as available" basis, without any express or implied warranty, or condition of any kind guaranteeing that: (a) the functions contained in the Platform and Services will meet the CLIENT's needs; (b) the Platform and Services will remain available uninterrupted or error-free, (c) any functionality will remain available, (d) defects in the Platform and/or Services will be corrected, or (d) there will be compatibility between the Platform, third-party applications, or services.

13.4. Under no circumstances will the CONTRACTOR be liable for any damages suffered by the CLIENT due to: a) decision-making based on the information provided on the Platform; b) failures in the computer system or servers not caused by the CONTRACTOR; c) interruptions in the availability of Services due to the events listed in Clause 10.1; and d) other events of fortuitous event or force majeure, under the terms of Article 393 of the Brazilian Civil Code.

13.5. The CONTRACTOR disclaims any responsibilities related to any damages and losses of any kind that may be caused due to unauthorized access, interception, deletion, alteration, modification, or manipulation by unauthorized third parties or by the USERS themselves requested by the CLIENT, in files and communications stored, transmitted, or made available through the contracted Services.

13.6. It is solely the CLIENT's responsibility to create a password when registering as a USER on SALES JOURNEY. The secrecy and responsibility for the use and activities carried out there will be entirely managed by the CLIENT, so they must keep their account updated, promptly notifying the CONTRACTOR of any security breaches, as well as in case of unauthorized use. The misuse of the CLIENT's password by third parties will not incur any liability on the CONTRACTOR, unless their fault or willful misconduct is proven.

13.7. Under no circumstances shall the CONTRACTOR be liable for personal injury or any incidental, special, indirect, or consequential damages, including, without limitation, loss of profit, corruption, or loss of data, failure of data transmission or reception, or related to CLIENT's misuse or inability to use SALES JOURNEY, without prejudice to Clause 13.4.

13.8. Under no circumstances shall the CONTRACTOR's total liability to the CLIENT for all compensable damages, as regulated in this Clause 13, exceed 20% (twenty percent) of the amounts paid by the CLIENT to the CONTRACTOR in the previous year prior to the occurrence of the harmful event.

14. Intellectual Property

14.1. The SERVICE PROVIDER holds all intellectual and proprietary rights over the Platform, including all its modules and functionalities, trademarks, and domains provided, as well as all other intellectual property rights related to the contracted Services.

14.2. The CLIENT shall hold a limited, non-exclusive, non-transferable, revocable, temporary, and non-assignable license, thereby being authorized to solely use the functionalities of the SALES JOURNEY expressly contracted.

14.3. Through this License, the SERVICE PROVIDER in no way grants the CLIENT any rights, express or implied, over the intellectual property rights (including, without limitation, any invention, discovery, improvement, or know-how), copyrights, or any other intellectual property rights owned by the SERVICE PROVIDER, regardless of the nature by which they were acquired or conceived, before or after the effective date of this agreement.

14.3.1. The SERVICE PROVIDER is the legitimate holder of third-party Software licenses included in the Services licensed to the CLIENT and is authorized to use said licenses for the provision of the Services offered by the Platform.

14.4. The CLIENT may not, under any circumstances, assign, license, sublicense, sell, lease, pledge, donate, alienate in any way, transfer, in whole or in part, share passwords, under any modalities, gratuitously or for consideration, provisionally or permanently, the rights to use the SALES JOURNEY or any of its functionalities, information, data, Third-Party Software, or other technologies that are intellectual property of the SERVICE PROVIDER or third parties.

14.5. Under no circumstances shall the CLIENT have access to the source code of the Platform hereby licensed, intellectual property of the SERVICE PROVIDER.

14.6. All content of the SALES JOURNEY, protected by Intellectual Property rights, including texts, images, recordings, codes, and others, belongs to the SERVICE PROVIDER, so its use by the CLIENT is equally regulated by this license of use and shall only last during its term.

14.6.1. All and any content and material available and/or displayed on the SALES JOURNEY, including but not limited to graphics, documents, texts, images, icons, photographs, logos, recordings, software, trademarks, computer programs, databases, networks, files, and source codes, among others, are exclusively owned by the SERVICE PROVIDER, which, in turn, reserves all intellectual property rights, thus protected by copyright laws and other rules, regulations, and Brazilian intellectual property legislation applicable, with the SERVICE PROVIDER declaring that it has all necessary licenses for its reproduction or use.

14.7. The CLIENT is prohibited from: a) Creating derivative works based on the Services; b) Copying or displaying the content and layout of the website and its application on another website; c) Copying, displaying, or reproducing the content, even in part, of the Platform for any purpose, whether for internal or external commercial purposes, except with the express authorization of the SERVICE PROVIDER; d) Speaking on behalf of the SERVICE PROVIDER or using its name, trademark, or any other designation, except when expressly authorized by the SERVICE PROVIDER.

15. General conditions

15.1. This instrument binds the Parties and their successors and authorized assignees mutually. The Parties, their successors, and authorized assignees shall fully comply with the obligations assumed herein.

15.2. The nature of this License is individual and non-transferable, and the CLIENT is prohibited from assigning or selling, in whole or in part, to third parties the rights and obligations assumed herein, under any circumstances. The CONTRACTOR is authorized to assign the rights and obligations of this contract to third parties in the event of sale, acquisition, merger, or corporate reorganization of the CONTRACTOR, without the prior authorization of the CLIENT.

15.3. Any emails dealing with validations necessary for the execution of the object of this instrument shall be considered annexes to this instrument, under the terms defined herein, and as such shall be considered integral parts of this instrument. In case of conflict between the provisions of any of the documents, except for technical aspects, the terms herein shall prevail. Similarly, the proposal that particularized the negotiation is part of this instrument, as already mentioned.

15.4. The CLIENT declares and warrants to the CONTRACTOR that they are an individual or legal entity with full legal capacity to contract and hold all necessary authority and powers to enter into this agreement.

15.5. The parties agree that this contract and any banking document issued based on this instrument constitute extrajudicial executive titles, allowing for forced execution, under the terms of Civil Procedural Law.

15.6. The tolerance of the Parties regarding any breaches of the provisions of this instrument, as well as of the other Terms and any annexes governing the legal relationship hereby established, shall not constitute waiver of the rights mutually conferred, nor shall it be deemed novation, and the other clauses of this instrument shall remain in full force and effect as originally agreed.

15.7. If any provision of this instrument is deemed void, voidable, invalid, or unenforceable, no other provision herein shall be affected as a consequence, and likewise, all other provisions shall remain in full force and effect as if such void, voidable, invalid, or unenforceable provision had not been included herein. If the application of any provision herein with respect to any subject or circumstance is deemed invalid or unenforceable, an appropriate and equitable provision shall replace it to enforce this instrument to the fullest extent possible, in accordance with the intention and purpose of such invalid or unenforceable provision.

15.8. All notices, notifications, requests, or communications occurring during the existence of the legal relationship hereby contracted, as well as communications involving each of the Parties, including for the purpose of giving or receiving information, if to the CONTRACTOR, shall occur on SALES JOURNEY, by email, or Chat, and if to the CLIENT, shall be given via the email registered on SALES JOURNEY.

15.9. The CLIENT expressly agrees that this instrument may be unilaterally modified by the CONTRACTOR at any time, at its sole discretion, without prior notice, except for modifications that the CONTRACTOR considers material. However, the CONTRACTOR undertakes to communicate the contractual amendment by notice sent to the CLIENT's registered email. As of the date of publication of the updated version of the Contract on SALES JOURNEY, the Services shall be governed by the terms and conditions of the updated Contract, and the CLIENT who disagrees with said amendment shall request the termination of the contract, pursuant to Clause 8.1. Continuing to use the Services shall be considered acceptance of the new contractual conditions.

15.10. This instrument is governed by and shall be interpreted in accordance with the laws of the Federative Republic of Brazil.

15.11. The competent court of São Paulo, State of São Paulo, is hereby elected as the exclusive forum for the resolution of disputes arising from this instrument, to the exclusion of any other, no matter how privileged.


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