komunique

General Terms of the Komunique Project

This contract aims to regulate the relationships maintained between the CLIENT and the companies of the Komunique Project. The company indicated in the document linking to these general terms will represent the Komunique Project as the Contracted Party, such as Commercial Proposal, Terms of Adhesion, Acceptance Term, and other instruments containing the commercial conditions of the business.

The definitions below are considered for the purposes of this instrument and in all references presented in documents and environments where the parties are linked.

  • KOMUNIQUE PROJECT: consists of a project in which technology companies have joined together to provide digital communication services. These companies maintain a partnership agreement among themselves in pursuit of achieving the best service in the market. In this instrument, the reference to the companies that make up the Project or to the Project itself will be made using the expression "KOMUNIQUE".
  • CLIENT: Refers to the company that uses digital communication technologies through the companies of the KOMUNIQUE PROJECT, to send its own content or that of third parties for whom it provides services. It will be indicated in the document linking to this instrument.
  • INTERESTED PARTY: This is the content owner, i.e., the one who requests the CLIENT to carry out the communication (on their behalf or on behalf of their clients), which, in turn, is carried out through KOMUNIQUE's resources. When the CLIENT is the content generator, it will be both the CLIENT and the INTERESTED PARTY.
  • RECIPIENT: Refers to the person who will receive the sent content.
  • COMMUNICATION CHANNEL: A company, which is not part of the Komunique Project, that operates or owns communication channels through which content travels, such as telephone operators and brokers, social media companies like Meta, Telegram, Google, and others, email providers, etc.
  • AUTHORIZATIONS: These are permissions given by RECIPIENTS that allow them to be contacted, such as OPT-INs, acceptances, and others that may be required at any time by KOMUNIQUE or by a COMMUNICATION CHANNEL.
  • UNAUTHORIZATIONS: Express manifestation by the RECIPIENT regarding the CANCELLATION of authorizations, such as OPT-OUTs, formal complaints, registration on prohibition lists of public or private entities, etc.

1. CONTRACTUAL OBJECT

1.1. The CLIENT hereby contracts the services specified in the proposal, acceptance term, adhesion term, or equivalent document, to operate the contracted communication resources, sending content through the Communication Channels using the technologies developed, operated, enhanced, and maintained by KOMUNIQUE.

1.2. To achieve the contractual objective, the CLIENT will have access to environments hosted on KOMUNIQUE's platforms where they will have resources and functionalities that allow the execution of the technologies necessary for the development of the services and solutions indicated in the proposal linked to this instrument. Once the sending of specific content to a specific recipient is determined, KOMUNIQUE's technologies will PROCESS the communication data that will transit through the platforms or from them, according to the contracted solution and functionalities. Once the data is processed, it is delivered to communication channels that participate in completing the communication flow. Still, according to the contracted services, management reports and other information may be generated from these activities, depending on technical feasibility and commercial adjustment.

1.3. The relationship between the CLIENT and other companies participating in the operation does not, under any circumstances, bind the performance of KOMUNIQUE, which has only the assignments provided for in the contract.

1.4. KOMUNIQUE will not develop systems or resources for the CLIENT company or the respective company acting in the completion of the process.

1.5. The resources, technologies, solutions, and functionalities used up to the sending request to the COMMUNICATION CHANNELS belong to KOMUNIQUE and will only be used during the term of this contract, so that, upon termination of the contract, access to the PLATFORMS and their resources ceases.

1.6. Information will only be transmitted to recipients previously entered into the platform by the CLIENT itself and to whom it determines.

1.7. The contract grants access only to the resources that provide functionality to the specifically contracted technological solutions and to the extent necessary for their execution, not presuming, under any circumstances, extended access to other solutions or resources not linked to them.

1.8. By accessing the platforms and solutions, users acknowledge the terms of use, protection policies, data security policies, conduct rules, in short, the documents and information presented to them, which, if accepted or acknowledged, are linked to this contract for all legal purposes.

2. USE OF RESOURCES AND SOLUTIONS

2.1. The CLIENT expressly acknowledges that for the communication to be carried out, the data and information are destined for the respective channel (operators, brokers, Google, Meta, Telegram, Email Providers, etc.). Thus, according to the contracted solution, the data transits through or via the platforms, and will be delivered by KOMUNIQUE to the respective COMMUNICATION CHANNEL, so that the CLIENT must acknowledge the terms of use, security policies, rules, and other regulations of the respective channel used to carry out the communication as well as those related to KOMUNIQUE, which adhere to this contract as applicable. If any content is not in accordance with the rules of the CHANNELS and KOMUNIQUE, the sending of the communication content may be prevented, without any liability on the part of KOMUNIQUE, and the CLIENT must also respond to all for any damages, losses, or liabilities in any administrative or judicial sphere, being fully responsible for the damages and losses caused.

2.2. The passwords, releases, and accesses delivered to the CLIENT are their exclusive responsibility, and they must answer for whoever accesses these and performs the sending and/or receiving of data, being jointly liable for anyone who makes illegal, illicit, or non-compliant use with the rules.

2.3. The insertion of information related to RECIPIENTS and CONTENT in the platforms will be carried out exclusively by the CLIENT, who will decide: who will be the recipient; when the information will be sent; who will send the information; the content of the information; the legality of the information; the reasonableness of the information; in short, it is the only one who will determine everything related to the contents it sends and/or receives, with KOMUNIQUE having no management whatsoever over these decisions and determinations. That is, KOMUNIQUE does not alter, create, include, exclude, or influence these decisions, reserving, however, and at its own discretion, the right to monitor the contents, in whole or by sampling, to ensure compliance with contractual obligations, and may, if the case, moderate the content it identifies as non-compliant with contractual or legal rules, and may also prevent the sending, regardless of any notification or acceptance by the CLIENT. During this analysis, there may be a delay in sending, as there will be a need to monitor the content. This eventual delay will not be considered a default by KOMUNIQUE, but a mere regular exercise of rights.

2.3.1. Thus, for all legal purposes and especially for the definitions of the LGPD (Brazilian General Data Protection Law), the CLIENT is the controller of the data and KOMUNIQUE the operator of these according to the CLIENT's instructions.


2.3.2. If any authority, civil, administrative, or judicial, formally requests that messages or contacts of any kind made by the CLIENT through the platforms be prevented or suspended, the CLIENT must immediately comply with the determination and formally notify KOMUNIQUE. If KOMUNIQUE is directly notified by the authority, it will notify the CLIENT of the determination and comply with the authority's determination. In this case, the CLIENT will have 24 hours to prove that the authority's order has been modified so that suspension is no longer necessary, or it will remain enforced by KOMUNIQUE, without this implying any damage to any of the parties involved in the procedure. If the authority's determination is for immediate compliance, the access/sending will be immediately suspended.


2.4. The CLIENT must also:

2.4.1. Strictly comply with consumer protection and defense legislation, labor laws, and all and any legislation, especially the General Data Protection Law;


2.4.2. Be responsible for collecting the taxes that are its responsibility by legal determination, allowing retention by KOMUNIQUE when the law so determines;


2.4.3. Pay the amounts stipulated by the parties;


2.4.4. Ensure the proper functioning of the equipment used to access and execute KOMUNIQUE's technological solutions;


2.4.5. Be exclusively responsible for the information transmitted to KOMUNIQUE or through it, exempting it from the contents generated by the CLIENT and/or the INTERESTED PARTY.;


2.4.6. Formally communicate to KOMUNIQUE any changes in the platform configuration (hardware, software, network addresses, etc.) that may affect the service with 30 (thirty) calendar days' notice.


2.4.7. Perform preventive maintenance in its operational environment, avoiding failures that may affect the proper functioning of the service;


2.4.8. Request service for operational problems related to KOMUNIQUE's technological solutions, within 24 hours from knowledge, with the party managing the technology being contacted as the case may be;


2.4.9. Provide the necessary information for diagnosing and resolving the failure, within one day for diagnosis and solution;


2.4.10. Commit not to use the platforms for transactions/operations related to (i) illegal activities, such as bestiality, pedophilia, drug trafficking, firearms, money laundering, and others; (ii) false, dubious content that invades privacy, racist, prejudiced, harmful, obscene, that violates third-party rights; (iii) hospital equipment, medications in general, and any type of drugs or products to which therapeutic effects are attributed; (iv) animal sales, (v) products pending approval from government agencies, especially communication, (vi) securities; (vii) real estate transactions, employment agencies, consortia, and discount card commercialization; (viii) communications through a specific CHANNEL that offers products from another corresponding CHANNEL, or that directly or indirectly encourage the RECIPIENT to change from one channel to another; (ix) other transactions prohibited by law, being solely responsible for content creation.


2.4.11. Be responsible, extrajudicially or judicially, in all spheres and in any case, for all communication carried out with any person, originated or forwarded by the means made available by KOMUNIQUE, such as the internet domain, emails, voice or text messages, in short, fully assuming the content of the message, responding for any and all damage caused to anyone, including the other parties in the procedure. Including responding for fines that may eventually be imposed on KOMUNIQUE, to any of the COMMUNICATION CHANNELS if the CLIENT fails to comply with the law and contracts.


2.4.12. Approve the Layout of its PORTAL if the contracted solution gives access to a portal, when the case of contracting the customization of this, requesting in writing its changes to KOMUNIQUE, to subsequently also approve the requested modification, with KOMUNIQUE being able to make suggestions for changes to be submitted to the CLIENT's approval.


2.4.13. Use in the portal and in all communications it carries out, by any means (telephones, PABX, computers, cell phones, and any other means), only brands and identification of which it is the owner or has authorization to use, being fully responsible for any and all use it makes, in all spheres, under the penalties of this contract and the law.


2.4.14. Represent only its interests, or those of clients, with express authorization from them, equally responding for any and all use it makes, in all spheres, under the penalties of this contract and the law.


2.5. It is established that the CLIENT must observe that all rules regarding electoral impacts, by any means (audio, image, text, etc.) and by any of the CHANNELS, must be within the strict limits of the law, with observance of all rules regarding electoral propaganda, having the necessary means so that whenever there is a request, it must present the data of those responsible for sending the content (INTERESTED PARTIES), under penalty of being considered itself responsible. If these obligations are not fulfilled, the CONTRACT MAY BE IMMEDIATELY terminated by KOMUNIQUE or by the CHANNELS, especially if messages with "Fake News" content are sent.

2.6. The identifying data of the activation with the RECIPIENT do not become the property of the CLIENT, such as 0800 numbers, Short Numbers, and others. They will only be used during the term of this contract, being, therefore, a temporary assignment of use.

3. KOMUNIQUE'S RESPONSIBILITIES

3.1. KOMUNIQUE is responsible for the functionality of the solutions only for the phase of the process in which the data is transiting in its environments and platforms, that is, once the data is delivered to the COMMUNICATION CHANNELS, to a gateway, or others, these will be responsible for sending/receiving to the RECIPIENTS.

3.2. The CLIENT acknowledges and hereby ratifies that activations, whether by audio, image, text data, etc., may not be completed due to technical issues, unavailability of the recipient (incorrect number, turned off, out of coverage area, no internet, etc.). In these cases, there will be no attempts to resend or rehire, unless expressly provided otherwise. Therefore, the CLIENT must monitor the results of communications and, if the case, determine a new attempt regarding RECIPIENTS not effectively contacted. The new sending is charged.

3.3. KOMUNIQUE will seek to provide service to technical calls within the following deadlines, from the formal communication, by email [email protected], with the following SLA being established.

  • a) LEVEL 1 - Informative and Improvements that do not interfere with the enjoyment of services - 24 hours
  • b) LEVEL 2 - Problems or Malfunctions that partially impair the enjoyment of services - 8 hours
  • c) LEVEL 3 - Problems that hinder a considerable part or all the enjoyment of services - 6 Hours

3.4. The SLA deadline starts from the CLIENT's communication of the characteristics of the problems in the form of the previous levels.

3.5. If the problem in the execution of services is due to a cause attributable to third parties, the SLA deadline only starts when said third party provides a solution to the fact that generated or contributed to the interruption. During the period of resolution of the problems of KOMUNIQUE's platforms or COMMUNICATION CHANNELS, communications cannot be sent, without this being considered a period of damages, losses, or lost profits.

3.6. KOMUNIQUE may, at its discretion, store the contents of activations. But it will be the CLIENT's full responsibility to store the contents and data within the deadlines provided by law, having to hire companies for this purpose or perform the archiving/storage itself.

3.7. The information that KOMUNIQUE uses, as well as the data that result from it, such as activation details (recipient, reactions [as the case may be], times, and others) and all others that do not involve the content of activations (to which Clause 3.6 applies), may remain available on the platform to KOMUNIQUE for up to 60 days. After this period, regardless of notice, KOMUNIQUE will perform the cleanup, and thus, before this 60-day period, the CLIENT must take measures to archive the information it deems relevant. After, the data will no longer be available for access by the CLIENT.

4. PAYMENT, PRICE, AND ADJUSTMENT

4.1. The payment made by the CLIENT to KOMUNIQUE may be made in at least two ways, as indicated in the proposal/summary table signed by the parties: a) prepaid mode or b) postpaid mode, or another mode that is established where the payment format will also be indicated.

4.1.1. In the case of payment by packages, these will not accumulate for the following month.


4.1.2. Depending on the solution, a CM may be established, which means Minimum Consumption, corresponding to the amount that will be paid by the CLIENT regardless of the transactions carried out.


4.1.3. Prices will vary according to the solutions, and may be measured by units and multiplied by the number of units (such as bytes, seconds, quantities of resources, agents, etc.) or by the number of units consumed, by monthly fee, by packages, or some products that include certain predefined resources and quantities, in short, they vary according to what is stated in the Commercial Proposal/summary table.


4.1.4. Hiring for a specific package or CM range binds the price that will be charged per chargeable unit. That is, the use in a higher volume, which fits into another package or CM, does not give the right to calculate the price based on the range reached, but on the contracted range.


4.2. In the case of "postpaid mode", unless otherwise stipulated, the period for payment assessment will correspond to the calendar month and may be pro rata in the months of initiation and termination of the contract. The parties may also celebrate, in writing, a different assessment period.

4.3. In the case of payment in "postpaid mode", by the 5th day after the end of the assessment period, KOMUNIQUE will send the CLIENT by email the "Usage Statement" or equivalent document for approval by the CLIENT. Within 48 hours, the CLIENT must respond with acceptance or contestation. In any case, the CLIENT will make the payment of the amount indicated by KOMUNIQUE by the due date, contracted by the parties, which will be, unless otherwise provided, by the 10th day of the month following the reference/assessment month.

4.4. After the response, whatever it may be, or after the deadline, KOMUNIQUE will issue the invoice for the provision of services and/or rental receipt to be sent to the CLIENT's email registered in the proposal/summary table, and the payment will be made into a bank account owned by KOMUNIQUE, or by whom it indicates, by a ticket sent by KOMUNIQUE or by a RECEIVABLES MANAGER hired BY KOMUNIQUE, which when there is, will be expressly indicated. The issuance of the invoice and receipt will also occur if the CLIENT party, having received the "Usage Statement", does not respond within the stipulated deadlines, becoming presumed by full right the acceptance of the values indicated by KOMUNIQUE.

4.4.1. The project companies are distinct, maintaining their respective billings and responsibilities. Depending on the commercial conditions, one company may invoice solutions from another, for simplification of billing, but later these will make management adjustments and respective internal compensations.


4.5. Even if the "Usage Statement" is contested, the CLIENT will notify KOMUNIQUE and proceed with the issuance of the invoice and/or receipt, so that the amount will be paid in full. However, the contestation of the usage statement, if presented with evidence to the contrary, will be analyzed within 05 days after receipt of payment by KOMUNIQUE, supported by evidence. If valid, it will imply a discount on the immediately subsequent invoice of the verified difference, without any damage or consequence.

4.3.1. Disagreement with the value of the "Usage Statement" does not exempt the responsibility and duty of the CLIENT to make the payment, but only the possibility of discussing the price charged and consequently having the discount, if valid, in the form of the contract.


4.6. In payment under the "prepaid mode", the CLIENT will request by email/site or other unequivocal means, the desired quantity/price of services to be used, and, after the value response, will make the payment, with the service being made available within 24 hours after sending the payment receipt by email.

4.7. The amount to be paid may be established in percentages according to the functionalities of each contracted resource, because they are variable values, depending on the solution, the purpose, the technical and operational capabilities of the CLIENT, and the actions of KOMUNIQUE.

4.8. These monthly payments do not include various expenses presented in the proposal.

4.9. The parties may establish in the commercial proposal or summary table, a period for HOMOLOGATION of the contracted products and services, and, according to definitions, the services provided there may receive a discount or total exemption for the established period. In any case, the parties remain bound to the other contractual provisions, except, during the period, only the provisions regarding payment, as provided.

4.10. Prices will be adjusted at least in three hypotheses: UPDATE, CHANGE, and PASS-THROUGH.
a) UPDATE: It will occur annually in January, by applying the accumulated IPCA-E in the previous year. This adjustment will occur regardless of any communication, information, or acceptance, as it is merely a financial adjustment.
b) CHANGE: KOMUNIQUE may implement changes to prices and the form of charging. In this case, KOMUNIQUE will present the need for change with 30 calendar days' notice. Within the above deadline, the CLIENT may then accept the change, with an addendum being signed, or reject the change, in which case the contract will be immediately terminated, without the need for communication or information, immediately suspending access to the solutions about which there was rejection in the change, without penalty for either party. The amounts due until the completion of the cancellation must be paid by the CLIENT. If there is no manifestation in the period, THE CHANGE WILL BE CONSIDERED ACCEPTED, applying immediately.
c) PASS-THROUGH: In addition to the above cases, if there is an adjustment (in the price or in the form of charging, assessment, or charging) made by suppliers of inputs (such as equipment, resources, platforms, data transport, connections, etc.), or by the COMMUNICATION CHANNELS, having an increase in what KOMUNIQUE considers in the composition of the price of the solution offered to the CLIENT, this adjustment will be immediately passed on to the CLIENT, upon notice sent by KOMUNIQUE with 2 days' notice, and for this hypothesis of disagreement by the CLIENT, it may respond by disagreeing with the pass-through, in which case access to the impacted solutions is immediately ceased, with the relationship considered extinct until there is formal reactivation. In the case of sending the notice, without opposition from the CLIENT within the 02-day period, the pass-through has immediate application, being considered applied. This same rule applies in the case of tax changes.

5. DEFAULT AND PENALTIES

5.1. If payment is not made in accordance with the contract, the defaulting party, regardless of notification or interpellation, will be considered in default, and will be liable for default interest pro rata die, at the value of 1% per month, in monetary correction, and a fine of 2% of the amount due in the corresponding assessment period.

5.2. In case of a new default, the sanctions provided in the previous clause apply again also to this.

5.3. The default or delay of any of the payments gives KOMUNIQUE the faculty to immediately suspend the CLIENT's access to the platform, until the default is remedied, without prejudice to other penalties, independent of notification.

5.4. The default or delay twice gives KOMUNIQUE the faculty to immediately CANCEL the CLIENT's access to the platform, considering the contract thereby terminated, regardless of notification.

5.5. Contractual violation, especially regarding the content sent in disagreement with the contractual clauses, in addition to implying the obligation of the CLIENT to respond to the CHANNELS and third parties for its obligations and for the obligations of KOMUNIQUE, gives KOMUNIQUE the right to demand a non-compensatory fine in the amount of R$ 10,000.00 per infraction, also being liable for losses and damages. If fraud and repetition in the infraction are verified, the fine may be increased up to the amount equal to the last three payments due.

6. TERM AND TERMINATION

6.1. The contracts will be celebrated with the term provided in the PROPOSAL, summary table, or equivalent document. They are terminated, in addition to the other contractual provisions, in the hypotheses of the following clauses.

6.2. In the case of a contract for an indefinite term, either party may unmotivatedly terminate the relationship, it being stipulated, for the purposes of art. 473, sole paragraph of the Civil Code, that the term of 30 days is sufficient, it being sufficient, in this way, that prior notification is made in this referred term, unless otherwise provided in the contract.

6.3. In the case of a contract for a definite term, the contract may be terminated by the CLIENT upon payment by it of a fine corresponding to the sum of the 3 months of highest remuneration during the term of the contract. In the case of non-compliance with the contract by the other party, no penalty applies to the innocent party.

6.4. The defaulting party will receive notification about its contractual non-compliance, from which it will have a period of 10 days to remedy, and, not doing so, the notifying party may consider the contract terminated without any burden to itself. It is not necessary to grant this period in the case of delays in payments or sending content prohibited by the contract and by law.

6.5. In the case of non-compliance with the contract, especially regarding the sending of improper content, if it is not possible to repair the incorrectness, the provision of the previous clause ceases to be applied, and the contract may be immediately suspended, regardless of notification, and may be canceled by KOMUNIQUE immediately.

7. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

7.1. All information, documents, materials, specifications, registration data, and other data, whether technical or commercial, related or not to the object of this Contract, or obtained during the term of this Contract, provided by one party to the other or on its behalf, by itself or by its subcontractors, consultants, agents, and each of its successors and assignees, before or after the date of signing this Contract, together with documents prepared by the receiving party that contain, are based on, or in any way reflect or are generated, in whole or in part, from this information, including those stored on any computer, word processor, or similar device, are collectively referred to in this instrument as "Confidential Information."

7.2. The parties must ensure the confidentiality and privacy of Confidential Information, including, without limitation, data related to the services and products offered.

7.3. Unless specifically provided otherwise in this Contract, the PARTIES will use the Confidential Information only for the fulfillment of their contractual obligations, and each PARTY will maintain the confidentiality of the Confidential Information, except that the receiving PARTY may disclose the Confidential Information or parts thereof to its advisors, administrators, employees, agents, and subcontractors, as well as to its Affiliates that must fulfill part of the obligations mentioned here (including their advisors, administrators, employees, agents, and subcontractors), provided that, cumulatively: (a) they are informed about the confidential nature of the information received; and (b) the PARTIES are responsible for any breach of this Contract by these third parties.

7.4. The term Confidential Information does not include any information that: (a) was, at the time of its disclosure, available to the general public and known to it through means that did not result from improper disclosure by any of the PARTIES; (b) was already known to the receiving PARTY before it was disclosed to it, provided that the receiving PARTY did not know that the source of such information was bound by a confidentiality, legal, or fiduciary obligation of the PARTY that disclosed it; or (c) was made available to the receiving PARTY on a non-confidential basis by a source other than the PARTY that made the disclosure.

7.5. Without the prior written consent of the other PARTY, the PARTIES will not disclose, by any means, including public notice, statement, or acknowledgment, to any person or entity: (a) that the PARTY requested or received any Confidential Information; or (b) any of the terms, conditions, or other facts relating to this business.

7.6. If at any time a PARTY is requested or required to disclose any Confidential Information as a result of judicial or regulatory proceedings, it will immediately notify the other PARTY of this fact so that the latter may take or request that appropriate protective measures be taken. In the absence of protective measures by the notified PARTY or a request by it for the notifying PARTY to take protective measures, the PARTY to whom the Confidential Information has been requested or required may, in the opinion of its legal counsel, disclose such Confidential Information to the judicial body, authority, or regulatory entity to the extent required by such judicial body, authority, or regulatory entity.

7.7. The confidentiality obligation contained in this Clause will remain in effect after the termination of this Contract for any reason, for a period of 5 (five) years after such termination. In addition to the above, in any event of termination of this Contract, the Confidential Information received by a PARTY must be immediately returned and/or destroyed to the PARTY that disclosed it and may no longer be used, under any pretext, by the PARTY that had received it, except if necessary for the fulfillment of the obligations of this Contract that remain enforceable after its termination.

7.8. Each of the PARTIES acknowledges that the trademarks of the other PARTY represent highly valuable assets, and therefore undertakes to respect and protect them, refraining from using them directly or indirectly, agreeing from now on that they will not, at any time, use the intellectual property of the other PARTY without the prior and express permission of the involved PARTY.

7.9. Upon termination of this Contract, for any reason, the PARTIES must immediately cease using the intellectual property of the other PARTY.

7.10. KOMUNIQUE will maintain its brand and identification on the platform, thus preserving, in this aspect, its intellectual property. Even if, by contract, it maintains the CLIENT's brand, this does not remove KOMUNIQUE's property rights over the technology.

7.11. The PARTIES attest that they hold all property, use, and license rights related to their respective websites and that they do not produce offensive, obscene, defamatory materials or materials contrary to any law, regulation, or code and that they do not infringe the intellectual property rights of third parties. The PARTIES assume full responsibility for their respective websites, exempting the other PARTY from any actions, claims, or indemnities that may be filed by third parties.

7.12. Computer programs owned by any of the parties may have their use and access temporarily assigned to the counterpart, be installed on their computers, or made available on a server for access through a computer network. The rights related to these programs belong exclusively to the respective party, being protected by international treaties and Laws No. 9,609 and 9,610 of February 19, 1998. This Contract does not grant any rights to the CLIENT regarding such computer programs.

7.13. The CLIENT is prohibited from reproducing, renting, lending, selling, or commercializing in any way, reinstalling, decompiling, or reverse engineering computer programs owned by KOMUNIQUE.

7.14. All intellectual or industrial property eventually developed by KOMUNIQUE as a result of the provision of services provided herein, including and especially computer programs, will be the exclusive property of KOMUNIQUE.

7.15. The CLIENT undertakes to respect KOMUNIQUE's intellectual property over the software it has access to, committing itself, by itself and its agents, to make its best efforts to cease any acts of infringement of intellectual property, even when not formally notified by KOMUNIQUE.

7.16. Violation of intellectual property rights will oblige the CLIENT to indemnify all losses and damages suffered by KOMUNIQUE.

8. SUSTAINABILITY

8.1. The PARTIES expressly assume that, for the execution of their corporate purpose: a) They respect basic occupational safety and health standards; b) They act in combating/preventing bribery, corruption, and money laundering; c) They act in combating/preventing the use of child labor; d) They act in combating/preventing slave labor; e) They act in combating/preventing the practice of moral harassment, discrimination of their employees based on race, social class, nationality, religion, sex, sexual orientation, appearance, and health status. f) Protect and preserve the environment, as well as avoid any practices that may cause harm to it, executing their services in strict compliance with applicable federal, state, or municipal legal and regulatory norms, including, but not limited to: Law No. 6,938/1981, which establishes the National Environmental Policy; Law No. 9,605/1998, the so-called "Environmental Crimes Law"; and Law No. 12,305/2010, which establishes the National Solid Waste Policy, as well as other norms related to the management, handling, and proper disposal of solid waste resulting from their activities, favoring all forms of reuse, recycling, and proper disposal, in accordance with the aforementioned norms.

9. ANTI-CORRUPTION POLICY

9.1. The PARTIES declare that they are aware of the anti-corruption norms provided for in Brazilian legislation, including the Anti-Corruption Laws, and undertake to comply with them faithfully, by themselves and by their partners, administrators, and employees, as well as to require compliance by third parties hired by them.

9.2. Without prejudice to the obligation to comply with the provisions of their respective codes of ethics and conduct, both PARTIES hereby undertake to, in the exercise of the rights and obligations provided for in this Contract and in compliance with any of its provisions:

a) not give, offer, or promise any valuable good or advantage of any nature to public agents or persons related to them or any other persons, companies, and/or private entities, with the aim of obtaining undue advantage, influencing an act or decision, or directing business illicitly; and


b) adopt the best monitoring and verification practices of compliance with the Anti-Corruption Laws, with the aim of preventing acts of corruption, fraud, illicit practices, or money laundering by their partners, administrators, employees, and/or third parties hired by them.


9.3. Proven violation of any of the obligations provided for in this clause is grounds for unilateral termination of this Contract, without prejudice to the collection of losses and damages caused to the innocent PARTY.

10. DATA PROTECTION - LGPD

10.1. The parties resolve to highlight in their relationships the present provisions regarding the Data Privacy Protection Law that will regulate the knowledge and bilateral commitment of the norms that regulate data protection and privacy, provided for in Brazilian legislation, as below.

10.2. The CLIENT, for all legal purposes, is the CONTROLLER of its data and that of its clients and/or third parties that it makes available to the CLIENT for the execution of current contracts. KOMUNIQUE is, therefore, only the OPERATOR of the data, following all the norms and guidelines established by the CLIENT.

10.3. The CLIENT, for all purposes, declares that it has all the necessary authorizations for the control and operation of the data entered in the platform, and authorizes and consents to the processing of its data within the scope of the contractual relationship with KOMUNIQUE, exclusively to ensure good and faithful compliance with the contracts, taking measures that, as the case may be, consist of collection, production, reception, classification, use, access, reproduction, transmission, distribution, processing, archiving, storage, elimination, evaluation, or control of the information, modification, communication, and/or transfer of data, all under its control and management.

10.4. The Parties attest and guarantee that they comply with all applicable legislation on privacy and protection of personal data, including (whenever applicable) the Federal Constitution, the Consumer Protection Code, the Civil Code, the Internet Civil Framework (Federal Law No. 12,965/2014), its regulatory decree (Decree 8,771/2016), the General Data Protection Law (Federal Law No. 13,709/2018) when in force, and other sectoral or general norms on the subject.

10.5. All information provided to the other, including data, is accurate, precise, true, complete, complies with current legislation, and can be shared for the purpose described in this contract, assuming responsibility, in a unique, exclusive, and integral manner before the other Party and any third parties in relation to the statement granted here.

10.6. In the case of sharing databases containing third-party information, the CLIENT declares that it has access in a proper and legitimate manner, which authorizes it to share such information and use it for the purpose proposed in this Contract, as well as being fully responsible for complying with national legislation regarding obtaining any consents from data subjects for the collection and Processing of personal data of individuals, with personal data being considered here as any information that identifies or may identify an individual ("Personal Data").

10.7. Each Party, observing the responsibilities of the OPERATOR and the CONTROLLER of the data, is fully responsible for any damages, direct and indirect, including lost profits, moral damages, costs, and expenses (including attorney's fees, if applicable) arising from, or related to, the Processing of Personal Data caused by its fault and/or willful misconduct or any of its employees and/or subcontracted third parties in disagreement with this Term, with the LGPD and other applicable legislation, including, the violation of any rights of data subjects and third parties.

10.8. The Parties agree that in the event of any security incident or data leak, the party that incurred the incident must take all necessary actions to mitigate the risks of the leak, and must for this purpose inform the other Party, as soon as possible, about the identified risks, the volume of leaked data, as well as the actions taken to mitigate the risks to the data subjects.

10.9. The Parties recognize that supervisory authorities may inspect and apply administrative sanctions, including fines, to the Parties in case of violation of the LGPD rules and other applicable legislation, and that, if a Party suffers an administrative sanction resulting from the fault and/or willful misconduct of the other Party, the offending Party will be fully responsible for reimbursing the Prejudiced Party under the terms provided herein.

10.10. INFORMATION - It will be the responsibility of the Parties to immediately inform the other Party if they are no longer in full compliance with the legislation regarding the protection of personal data and privacy, especially when there is a determination or information from a competent authority.

11. GENERAL PROVISIONS

11.1. The parties declare, for all legal purposes, that they do not have any employment relationship, nor between their partners, employees, agents, representatives, etc.

11.2. Either party that is eventually called upon, judicially or not, to respond for civil, labor, tax, social security acts, in short, for any liability that falls on the other party, the latter must, after being notified, immediately exempt the other from liability and assume the respective position in the case, under penalty of responding for not doing so or for delay in fulfilling this obligation, for losses and damages as provided by law.

11.3. The judicial or regulatory determination, or by authorities, or by the RECIPIENT, that activations be interrupted or suspended, will be complied with by KOMUNIQUE, without it being considered in default or non-compliant. If the client reverses, in any way, the order, it must formally notify KOMUNIQUE for the restoration of services.

11.4. With the effective termination of the contract and/or expiration of this Contract, any equipment owned by KOMUNIQUE used in the execution of the services provided will be made available to KOMUNIQUE, which undertakes to remove it in a timely manner, previously agreed between the PARTIES, without any cost to the CLIENT.

11.5. The PARTIES acknowledge that it is expressly prohibited, unless there is prior and express consent of the other PARTY, the use of any logo, trademark, trade name, signs, or insignia of the other PARTY and companies of its economic group in any documents, tools, or systems, as well as in their advertisements and/or promotional materials, during and after the term of this Contract, under penalty of responding for the damages suffered by the other PARTY and the application of a penalty in the amount of 20 (twenty) current minimum wages.

11.6. Any and all concession or tolerance by the PARTIES will be considered mere liberality, not generating rights, obligations, and will not imply novation of its terms or conditions, which will remain valid and enforceable.

11.7. KOMUNIQUE may establish, among others, rules of good use and good practices in the use of the contracted technological resources, which will always be based on legislation.

11.8. As a way to centralize, operationalize, and meet the contractual purposes, the PARTIES establish and provide the following means of contact: the emails registered in the proposal.

11.9. The PARTIES undertake to always use and keep copies of the people with the sent email addresses, under penalty of being considered as not sent in any communication.

11.10. Any commercial adjustments made by messages, emails, calls, etc., must be analyzed under the wording of this contract, which must prevail.

11.11. This contract complements other contracts and documents previously signed by the parties, revoking provisions that are incompatible, and will henceforth regulate the maintained commercial relationship.

11.12. It is established that the Forum of São Paulo - SP will be the one for resolving contractual issues.

São Paulo - SP, April 30, 2024.

Version Number: 202404301200

KOMUNIQUE PLATAFORMA DE COMUNICACAO LTDA

(CNPJ - 53.423.599/0001-32)