If there is any change to this Policy, you will be notified by email. We encourage you to periodically review this page for the latest information about our privacy practices. Your continued use of our Services or Sites means you agree to be subject to changes in this Policy. Your only alternative, if you do not accept the terms of this Policy, is to discontinue your use of the Service and the Sites.
Information covered by this Policy
We respect and protect the privacy of visitors to our Sites and our users. This Policy explains what, how and why we collect personal information when you visit our Sites or when you use our Services.
Personal information collected and used by Octadesk is limited to the purpose for which subscribers relate to any member of Octadesk and other purposes explicitly described in this Policy.
What this Policy covers:
— The sites linked to this policy, including: https://www.octadesk.com
— The services you have subscribed to or registered for
What does Personal Information mean?
In this Policy, personal information means information related to an identified or identifiable natural person. An identifiable person is a person who can be identified, directly or indirectly, specifically by an identification number or one or more factors specific to his/her physical, physiological, mental, economic, cultural or social identity. Except as described in this Policy, Octadesk does not provide, sell, rent or lend any personal information to third parties.
Personal Information You Tell Us or We Collect
When you sign up, we request personal information such as your name, address, phone number, email address, IM ID and credit card information, as well as certain information related to your company's name and website.
We also collect personal information such as email address and name or alias of any individual authorized to sign in and use your Account as an Agent and/or Administrator or End User who has your permission to sign in and uses your Account.
A third-party intermediary is used to manage credit card processing. This intermediary is not permitted to store, retain, or use your billing information for any purpose other than credit card processing on our behalf. For the purposes of this Policy, we refer to all information described above as “Account Information”.
By voluntarily providing Account Information, you represent that you own this personal information or are authorized to provide it to us.
We collect and store information created, entered, submitted, published, transmitted, stored or displayed by you, your Agents and End Users during use. This information may include personal information or other sensitive information that you, your Agents, or End Users choose to include. We call any information described above “Service Data” for the purposes of this Policy. All Service Data is subject to our technical protections as described in more detail in our Terms of Service.
Cookies/Usage Tracking Technologies
Web beacons, tags, and scripts may be used on our Sites, Services, or emails. They help provide cookies, count visits to our Sites, understand the use and effectiveness of campaigns, and determine whether an email has been opened and something has been done about it. We may receive reports based on the individual and aggregated use of these technologies by our service providers.
We use Local Storage Objects (LSOs), such as HTML5, to store content information and preferences. Several browsers can offer their own management tools for removing HTML5 LSOs.
As with most websites and services, we collect certain information automatically and store it in log files. This information includes internet protocol addresses, browser, internet service provider, out/referral pages, operating system, time/date logging and clickstream data, as well as certain personal information such as username, user email address, and other information that can be included in open text fields. We do this to improve the Services we offer to you, as well as to improve the marketing, analytics or functionality of the Site.
Usage Analysis Information
We collect analytics information when you use our Sites and our Service to help us improve them.
Analytics information can be composed of the feature and function being used the domain name associated with it, the username and IP address of your Agent or End User (which may include personal information if it has been incorporated into the username), and additional information required to detail the operation of the role and what parts of the Service are being affected. The analytics information we collect may include elements of Service Data related to the role the Agent or End User is performing. Therefore, analytics information can include personal information or sensitive corporate information.
Communication with us:
When you send an email or other communication to us, including support requests, we may collect the personal information you provide to us and we may use it to process inquiries, respond to requests, and improve services.
We offer a public access blog. Please be aware that any data entered in this area may be read, collected and used by others with access to it. To request the removal of your personal information from our blog, please contact us at firstname.lastname@example.org. Sometimes it may not be possible to remove your personal information. In such cases, we will inform you of the situation and the reason for the impossibility.
From time to time, we post customer testimonials on our Sites that may contain personal information. We obtain customer consent to post names with testimonies. If the customer wants to update or delete the testimony, simply contact us at email@example.com.
If you choose to use our referral service to tell a friend about our Services, we will ask you for your friend's name and email address. We will automatically send your friend an email with an invitation to visit the Site and store this information for sending this initial email and also for tracking the success of the referral program and other advertising activities. Your friend may contact us at firstname.lastname@example.org to request removal of information from the database.
We collect other information, including personal information that you submit to our Sites or when you participate in certain interactive features, participate in a survey, contest, promotion, award, activity or event, when applying for a job, request customer service, when communicating with us through third-party social networking sites or otherwise contact us. Any information, including personal information that you submit through the Sites may be visible to the public unless it is sent to a secure area of the Sites.
Social media widgets:
Our Sites include Social Media Features such as the Facebook Like button and widgets such as the “Share” button. These Features may collect your internet protocol address, the page of our Sites you are visiting, and may set a cookie for the Feature to function properly. Social Media Widgets and Features are hosted directly on our Sites.
Personal information from third party services:
Any access we may have to this information from a third-party social network or authentication service is in accordance with the authorization procedures determined by that service. By authorizing us to connect to a third party service, you authorize us to access and store your name, email address (s), city where you live, profile photo URL and other personal information that the third party service makes available to us, and also to use and disclose it in accordance with this Policy. You should check your privacy settings on these third-party services to understand and change the information those services send to us. For example, you can log in to our Sites using login services such as Facebook Connect or an Open ID provider. These third-party services will authenticate your identity and give you the option to share certain personal information with us, such as your name and email address to pre-fill out our registration form. Facebook Connect (and other similar services) gives you the option to post information about your activities on our Sites on your profile page to share it with people on your network.
You can access Octadesk using login services such as Facebook Connect or an Open ID provider. These services will authenticate your identity and give you the option to share certain personal information with us, such as your name and email address to pre-fill out our registration form. Services like Facebook Connect give you the option to post information about your activities on Octadesk on your profile page to share it with people on your network.
Other information you provide to us or we collect
In addition to personal information, we collect data and other information from visitors to our Sites and users. This includes, but is not limited to, anonymous information or aggregated data that Octadesk collects about a group or category of Services, features or users while you visit our Site or access our Services. We define this information as Usage Data. Usage Data helps us understand trends in using the Services so that we can better design new features or adapt our Services. In addition to collecting and using Usage Data, Octadesk may share it with third parties, including our customers, partners and service providers for a variety of purposes, including helping to better understand our customers' needs and improve our Services, as well as for advertising and marketing. We may also post Usage Data to provide relevant information about our service provision and also to market it.
How We Use Personal Information
We use the personal information we collect for a variety of purposes, including:
— Offer, operate, maintain, analyze, improve and promote our Services and tailor them to the needs of our subscribers;
— Allow you, your Agents and End Users to access and use our Services;
— Process and complete transactions and send you information related to them, including purchase confirmations and invoices;
— Communicate with you, including responding to your comments, questions and requests, as well as providing appropriate customer service and support;
— Offer you information about services, resources, surveys, newsletters, offers, promotions, awards and events;
— Provide other news or information about us and our selected partners, as well as sending you technical notices, updates, security alerts, and administrative and support messages;
— Monitor and analyze trends, usage and activities related to our Services and for marketing or advertising purposes;
— Investigate and prevent fraudulent transactions, unauthorized access to our Services, as well as other illegal activities;
— For other purposes about which we will notify you.
Analysis of Sites and Services:
As stated above, we use the information we collect (including registration and configuration data) to understand how our Sites and Services are being configured and used, how they can be improved and develop new services, features and functionality.
Sharing Personal Information
Third Party Service Providers:
We share information, including personal information, with our third party service providers (such as credit card carriers, hosting providers, Service Data sub processors and technology partners) to provide the hardware, software, networks, storage and other services that we use to operate our Services and maintain a high-quality user experience. We do not allow our service providers to use the personal information shared by us for their own advertising purposes or for any other purpose other than the services they provide to us.
You can choose to use Other Services in conjunction with our tool. Other Services are third party products, applications, services, software, products, networks, systems, directories, websites, databases and information linked to our Service, or that may be connected by You including, without limitation, or Other Services that may be directly integrated into Your Account and that you granted access to them. When said access is granted, certain information in your Account is shared with third parties, including personal information. Octadesk does not control the policies and procedures of these Other Services. This Policy does not cover the collection or use of information, including personal information, by Other Services and we encourage you to take into account the privacy policies governing those Other Services.
Compliance with laws and requests from legal authorities; protection of our rights:
We disclose personal information to comply with subpoenas, court orders, and legal process or to establish or exercise our legal rights or defend ourselves against legal claims. We may also share this information if we believe it is necessary to investigate, prevent, or act against illegal activity, suspected fraud, situations involving potential risks to the physical safety of any person, breach of our Terms of Service, or if required by law.
Sharing We may share information, including personal information, with any member of our company for the purposes explicitly described in this Policy.
We may share information with such third party companies when we have your consent to this.
If you do not wish to receive advertising communications from Octadesk, please contact us at email@example.com or follow the unsubscribe instructions included in each advertising email.
Accessing and updating your information
Subscribers can access, update, or change Account Information by providing additional information where applicable. If you are a subscriber and wish to obtain access or request deletion of information collected by Octadesk, please contact us at firstname.lastname@example.org. We will respond to these requests within thirty (30) business days. Technical limitations may restrict or eliminate our ability to remove or delete certain Data from all systems. In that case, you will be informed.
Sovereignty of the Portuguese version
Translations of this Policy into languages other than Portuguese are provided for your convenience only. If there is any ambiguity or conflict between translations, the Portuguese version is official and sovereign.
We are committed to ensuring the security of your personal information. We use robust precautions to protect the confidentiality and security of personal information present in our Service by employing technological, physical and administrative security protections such as firewalls and carefully developed security procedures. For example, when entering sensitive information (such as sign-in credentials or information sent from within the Service). We encrypt the transmission of this information using Secure Socket Layer (SSL) technology.These technologies, procedures and other measures are used as an effort to ensure that your Data is protected, secure and available only to you and those authorized to access your Data. However, no Internet, email, or electronic transmission is fully protected or error-free. Therefore, carefully choose what information you send to us in this way.
Hosting, Transfer, and Retention of Data
Unless expressly agreed otherwise, Octadesk may host and process Data, including personal information, in Brazil and other countries through Octadesk and third parties used to operate our Service. Whenever we process personal information outside the European Economic Area on behalf of our subscribers located in the EEA or Switzerland, we will continue to provide adequate protection in accordance with the requirements of European Data Protection Directive 95/46/EC.
We may retain and use other personal information, including personal information we collect as “data controllers” as necessary to comply with legal obligations, maintain accurate accounting, maintain financial and operational records, resolve disputes, and comply with our agreements, as described above. Our policy for deleting Data after termination or cancellation of the contract made by a subscriber can be obtained by a request to the email email@example.com.
Minor Personal Information
Octadesk does not knowingly collect personal information from children under the age of 13. If you are under 13 years of age, please do not submit personal information. We encourage parents and legal guardians to monitor children's internet usage and to help comply with our Policy by instructing their children to never provide personal information without their permission. If you have reason to believe that children under the age of 13 are sending us personal information through our Services, please contact us and we will use commercially reasonable efforts to delete this information. Subscribers are responsible for establishing policies and complying with applicable laws for the collection of personal information related to the use of our Services.
Octadesk may assign or transfer this Policy and your Account, as well as related information and data, including any personal information, to any person or entity that acquires all or part of the company, its shares or its assets, or in the event of a merger with us.
If you have any questions or complaints regarding this Policy or the privacy practices of the Octadesk Group, please contact us at firstname.lastname@example.org.
Personal information collected, stored, used and/or processed by Octadesk, as described in this Policy, is collected, stored, used and/or processed in accordance with Law No. 12.965/2014 of Brazil. By using our services, you explicitly agree to our collection, use, storage and processing of your personal information as described here.
SUBSCRIPTION MASTER CONTRACT & SOFTWARE SERVICES
By this particular instrument of contract (“Contract”), in the best form of law, because they are in accordance with all the following clauses, having for parties
a) Bexs Desenvolvimento de Software LTDA (Octadesk), legal entity, registered in CNPJ/MF under no. 19.797.284/0001-17, with headquarters at Rua Alexandre Dumas 1601 — 5th. Floor, Farm Sto. Antonio, city of São Paulo, state of São Paulo CEP 04717-004, hereinafter referred to as “CONTRATADA” or “OCTADESK”; and
b) CONTRACTOR, qualified according to the electronic registration made on the website www.octadesk.com and also on the Order Form (s), members of this main instrument, hereinafter referred to as “CONTRACTOR”.
CONTRACTED AND CONTRACTOR hereinafter referred to individually and indistinctly as “Party” and together as “Parties”.
This contract model is applied equally to all OCTADESK customers. Its format is already adapted to be as succinct as possible for our customers, providing them with due security and considering the minimum requirements for the viability of OCTADESK's commercial model. There is no possibility of any changes or addendum being made in this context.
For good and valuable consideration, such as receipt of knowledge and autonomy, the parties adjust the following:
“Affiliate” means any entity that controls, is controlled by, or is under common control of one of the contracting entities. “Control” for all purposes means the direct or indirect ownership or control of more than 50% of the voting capital.
“Contractor” means the Contractor described above or any of its Affiliates. “Contractor Data” means all electronic data or information submitted by the Contractor
“Malicious Code” means viruses, viruses classified as “worms”, time bomb, Trojan horse, and other code, files, scripts, agents, or programs that are harmful or malicious. “Applications Not Provided by Company” means online applications and offline software provided by entities or individuals other than the Company, thus clearly identified.
“Order Form” means documents formulated under this agreement and entered into between the Contractor and the Company or any of its Affiliates from time to time, including addenda and additions. By signing the Order Form designated herein, Affiliates agree to be bound by this Agreement as if original parties were. Application Forms shall be considered as an integral part of this.
“Services” or “System” means the products and services requested by the Contractor through the Order Form and made available by the Company through the Client's access via the link http://www.octadesk.com and/or other electronic addresses determined by the Company. “Services” excludes Applications not provided by the Company.
“Users” means individuals authorized by the Contractor to use the Services, for whom subscriptions to the Services have been requested, and those who receive user ID and password from the Contractor (or the Company at the request of the Contractor). Users may be, without limitation, employees, consultants, contractors and agents of the Contractor, as well as third parties with whom the Contractor may contract.
2.1. Provision of the Services. The Company shall provide the services in accordance with this Agreement and the applicable Request Forms during each subscription period. The Contractor declares to agree that the contracted subscription does not contain or guarantee future features or features of the Services, regardless of oral or written notes issued by the Company.
2.2. User Signature. Unless otherwise provided in the respective Order Form, (i) Services purchased as user subscriptions may not be accessed by more users than specified; (ii) additional subscriptions may be contracted during the term of the Master Subscription & Software Services Agreement; calculated in proportion to the remainder of the term; (iii) additional user subscriptions will be effective until the expiration date of the pre-existing subscriptions; (iv) the Client may purchase
subscriptions of additional users directly through the System or via request to the Company, being authorized to charge for the addition of this new User from its release; and (v) In any case of contracting additional subscriptions, the formalization by additive to this contract is waived. User subscriptions are intended exclusively for designated users, and may not be used by more than one User, but may be assigned to new Users, replacing previous Users who no longer need to use the Services.
2.3. Responsibilities of the Company. The Company shall: (i) provide the Contractor with support for the Services (failure support) at no additional cost; (ii) make commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, unless: a) planned outages (in which case the Company shall inform at least 8 hours in advance, via Services, and should be scheduled when possible during weekends, namely from 18:00 hrs on Friday to 3:00 hrs on Sunday); or, b) any unavailability caused by circumstances outside the Company's reasonable control, including but not limited to: fortuitous cases, reasons of force majeure, government acts, floods, fires, earthquakes, social unrest, acts of terrorism, strikes or other labor problems (others that do not involve the Company's employees), failures or delays in the services of Internet providers, attacks involving refusal of the Services; as well as (iii) providing the Services in accordance with applicable laws and regulations.
2.4. Protection of the Client's Data by the Company. The Company shall maintain methods of protection of the security, confidentiality and integrity of the Client's data. The Company shall not (a) modify the Client's data; (b) disclose the Client's data, except by virtue of legal determination, in accordance with the clause below “Confidentiality: Compulsory Disclosure” or by express written permission of the Contractor; (c) access the Client's data, except for provide the Services and prevent or manage the services or technical problems, or at the request of the Contractor, depending on its support service.
2.5. Responsibilities of the Contractor. The Contractor shall: (i) be responsible for the fulfillment by Users of this agreement; (ii) take responsibility for the accuracy, quality and legality of their data, as well as for the legality of the way such data were acquired; (iii) use reasonable commercial effort to prevent non-access authorized or use of the Services, and notify the Company immediately in the event of any unauthorized use; and (iv) use the Services solely in accordance with applicable laws and regulations. The Contractor shall not: make the Services available to third parties other than Users; (b) sell, resell, rent or lease the Services; (c) use the Services to store or transmit materials that are harmful, defamatory or otherwise illegal or dishonest content, or store or transmit materials that violate the privacy rights of any third party; (d) use the services to transmit malicious code; (e) interfere with or disrupt the integrity or performance of the Services or third party data contained therein; or (f) engage in unauthorized access to the Services or their respective systems and networks.
2.6. Provision of Implementation and Consulting services. The Client, in addition to the services provided in item 2.1 and item 2.2., may contract Consulting services, with scope presented in a specific proposal. (i) To contract the Consulting services provided in this clause, the Client must accept the terms and conditions set forth in the Order Form; and (ii) Consulting services will be charged in accordance with the respective Order Form mentioned in the previous items and in accordance with the package chosen at the time of hiring. In the event that the Client chooses to contract the services provided herein based on the forecast number of technical hours, these, when not used in their entirety, will not be refunded and may not be used in future contracts of this nature or even for the services provided for in clause 2.2.
3. VARIOUS SUPPLIERS OF THE CONTRACTOR.
3.1. Acquisition of Products and Services Not Provided by the Company. The Company or third parties may, from time to time, make available to the Contractor (e.g. through http://www.octadesk.com) products and services provided by third parties, including but not limited to applications, implementation, customization or other consulting services. Any purchases by the Contractor of products or services not provided by the Company, as well as the exchange of information between the Contractor and the respective suppliers of these products and services, shall be exclusively between them. The Company does not grant warranty or support for products or services provided by third parties, whether or not designated as certified by the Company, unless specified in the Order Form. Subject to the provisions of the clause below “Integration with Applications not Provided by the Company”, it is not necessary to purchase any application provided by third parties for the use of the Services, except: compatible computer device, operating system, browser and internet connection.
3.2. Applications not Provided by the Company and Contractor Data. Should the Contractor install or enable applications not provided by the Company for use of the Services, it acknowledges that the Company may allow the suppliers of said applications access to the Contractor's data as required for the joint operation and support thereof in relation to Services. The Company shall not be liable for any disclosure, modification or deletion of the data of the Contractor resulting from the granting of access to third party suppliers of the said applications. The Services shall allow the Contractor to restrict access to their data by restricting Users from installing or enabling applications not provided by the Company for joint use with the Services.
3.3. Integration with Functionality Not Provided by the Company. The Services may contain aspects designed to operate in conjunction with applications not provided by the Company (e.g. SalesForce, Facebook or Twitter apps). To use them, the Contractor may be required to obtain access to them through their respective suppliers. If the provider of any of these applications interrupts the provision of the same to operate in conjunction with said particularities of the Services under reasonable conditions, the Company may interrupt the provision of these features of the Services, without granting the Consumer any refund, credit or compensation.
4. REMUNERATION AND PAYMENT
4.1. Remuneration. The Contractor shall pay all amounts specified in all Order Forms under this agreement and any additional subscriptions requested or purchased directly from the System. Unless otherwise stated in this or in the respective Order Forms: (i) the remuneration is based on the Services purchased and not on their actual use; (ii) the payment obligation is not cancelable and the amounts paid are not refundable; and (iii) the number of subscriptions of non-User may be reduced during the subscription period agreed on the Order Form. Compensation for the subscription of Users is based on monthly periods, beginning on the start date of the subscription and on the same day of the subsequent months; thus, the compensation for adding User subscriptions in the middle of the monthly period will be charged for the full amount of that month, and the monthly periods subsequent remaining of the subscription term.
4.2. Billing and Payment. Compensation will be billed in advance or as provided in the respective Order Form. Unless otherwise provided for the Order Form, the net maturity shall be no later than 03 days from the date of the invoice. The Contractor is responsible for providing accurate and complete billing and contact information and notifying the Company of any changes thereto.
4.3. Late Charges. If any amounts invoiced under the aegis of this agreement are not received by the Company by the due date, at the sole discretion of the Company (a) such charges may result in the incidence of a fine of 5% and interest at the rate of 1.0% on the balance due per month, or the highest index permitted by the legislation in force, whichever is lower, calculated from the expiration day until the date of actual payment, and/or (b) the Company may condition future renewals of subscriptions and Order Forms to payment terms than those specified in the “Billing and Payment” clause above.
4.4. Suspension of Services. If any charge due by the Contractor is 30 days or more late, Company may, without prejudice to any other rights and measures, suspend the services until full payment of such amounts, provided that the Company has notified the Contractor 10 days or more in advance, about the delay in your invoice in accordance with the “Communications” clause below.
4.5. Controversy as to Payment. The Company may not exercise the rights contained in the “Late Charges” and “Suspension of Services” clauses if the Contractor is contesting the charges wisely and in good faith and cooperate diligently to resolve the dispute.
4.6. Tributes. Unless otherwise provided, the remuneration established by the Company includes all taxes, charges and fees. In the event that changes in the current rates and/or new taxes, contributions and charges are of a labor, social, social security or fiscal nature, whether in the Federal, State or Municipal scope that are charged to the Company, the Company will automatically transfer to the current prices, the charges that are immediately responsible for the validity of the legal regulations, in order to restore the financial economic balance of the Agreement.
5. PROPERTY RIGHTS
5.1. Reservation of Rights of Services. Observing the limitations expressly guaranteed by this agreement, the Company reserves the right, title and interest in and for the Services, including all related intellectual property rights. No right is guaranteed to the Contractor under this agreement, except as expressly provided herein.
5.2. Restrictions. Contractor shall not (i) allow any third party to access the Services, except as provided by this agreement or Order Form; (ii) create products derived from the Services, except as permitted herein; (iii) copy, shape or mirror any part or content of the Services, other than for the purpose of copy or shape them to the Contractor's internal network, or for its internal business purposes; (iv) reverse engineer the Services; or (v) access the Services to (a) build a competing product or service, or (b) copy any features, functions or graphics of the Services.
5.3. Contractor Applications and Codes. In the event that the Contractor, its representative or User or programming codes using the Services, the Contractor authorizes the Company to host, copy, transmit, display and adapt such applications and programming codes exclusively to the extent necessary for the Company to provide the Services in accordance with this contract. As noted above, the Company acquires no right, title or interest of the Contractor or its licensors under this Agreement with respect to and for such applications or programming codes, including any related intellectual property rights.
5.4. Contractor Data. Given the limitation of rights guaranteed by the Contractor under this Agreement, the Company does not acquire any right, title or interest of the Contractor or its licensors under this Agreement, with respect to and for the Client's data, including any intellectual property right herein.
5.5. Recommendation. The Company shall have a free, worldwide, irrevocable and perpetual license to use and incorporate into the Services any suggestions, intensification of requirements, recommendations or other responses pointed out by the Contractor, Users, regarding the performance of the Services.
6.1. Definition of Confidential Information. As used in this “Confidential Information” means all confidential information provided by one party (the “Revealing Party”) to the other party (the “Receiving Party”), either orally or in writing, which is marked as confidential, or which can reasonably be understood as confidential by reason of his nature and the circumstances of his revelation. Contractor Confidential Information shall cover the Client's data; Company Confidential Information shall cover the Services; and Confidential Information of each party shall include the terms and conditions of this agreement and all Order Forms, including business plans and marketing, technical and technology information, product and design projects, as well as business procedures, revealed by the Revealing Party. However, Confidential Information (other than the Client's data) shall not include any information that (i) is or becomes in the public domain without breach of any obligation to the Revealing Party, (ii) is known to the Receiving Party prior to its disclosure by the Party Revealing, without breach of any obligation due to it, (iii) is received from a third party without breach of any obligation to the Revealing Party, or, (iv) is independently developed by the Receiving Party.
6.2. Protection of Confidential Information. The Receiving Party shall use the same level of care it uses to protect its own confidential information, such as (which in no event shall be less than reasonable care) (i) not to use any confidential information of the Revealing Party for any purpose outside the scope of this contract, (ii) unless expressly authorized by the Disclosing Party in writing, limit access to the Disclosing Party's Confidential Information to its employees and its affiliates, contractors and agents who require such access to perform the subject matter of this Agreement, and who have entered into the respective terms of confidentiality with the Receiving Party containing forecasts no less stringent than those contained in this instrument. Neither party shall disclose the terms of this agreement or any Order Form to any third party other than its affiliates, legal advisors and accountants without the prior express consent of the other.
6.3. Compulsory revelation. The Receiving Party may disclose the Confidential Information of the Disclosing Party if it is legally obliged to do so, provided that it notifies the Disclosing Party in advance of such legal duty (within the limits legally permitted), as well as provides reasonable assistance at the expense of the latter if it wishes to contest the disclosure. If the Receiving Party is required by law to disclose the Disclosing Party's Confidential Information due to legal proceedings to which the Revealing Party is a party, and the Party does not contest the disclosure, it shall reimburse the Receiving Party for the costs reasonably expended to compile and provide secure access to such information in compliance with the court order.
7. GUARANTEES, PRIVATE MEASURES AND NOTICES
7.1. Guarantees of the Company. The Company warrants that (i) that it validly signs this Agreement and has the capacity to do so; (ii) the Services will be substantially rendered in accordance with the specification of the contracted product or service; (iii) in relation to the “Integration with Functionality Not Provided by the Company” pursuant to clause above, the performance of the Services will not be substantially diminished during the term of the subscription; and (iv) will not transmit malicious code to the Client, being certain that it will not characterize a violation of this sub-item if the Client or User transfers contaminated files to the Services environment, and later download files containing such malicious code. For each breach of the above warranties, the Contractor shall have the exclusive measures designated in the “Cause of Termination” and “Refund or Payment on Termination” clauses.
7.2. Contractor's Warranties. The Contractor warrants that the Agreement and the Order Form is valid and has the capacity to do so.
7.3. Renunciation. Except as expressly provided in this Agreement, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, specifically waiving any implied warranty, including merchantability or fitness for a particular purpose, to the extent maximum permitted by the relevant legislation.
7.4. Services Not Available to the Public. Periodically the Company may invite the Contractor to test at no cost, products or services that are not available to the general public (“Services Not Available to the Public”). The Contractor may, in its sole discretion, accept or decline. Products and services made available under this clause will be clearly designated as beta, pilot, limited edition, developer preview, inactive, or similar descriptors. Services Not Available to the Public are provided for the purpose of evaluation and not for commercial use, without support, may contain bugs or errors, as well as may be subject to additional conditions. The services referred to in this clause will not be part of the Services subject to this Agreement and will be made available as is without any express or implied warranty. The Company may discontinue the Services Not Available to the Public at any time in its sole discretion and may not make them available to the public.
8. LIMITATION OF LIABILITY
8.1. Limitation of Liability. The liability of either Party for each individual event arising out of or relating to this Agreement (whether contractual or non-contractual or under any other theory of liability) shall not exceed the amount of R$ 1,000 (hum thousand reais). Such provision shall not limit the Client's payment of the obligations contained in the “Remuneration and Payment” Clause above.
8.2. Exclusion of emerging and indirect damages. In no event shall either Party be liable for any reductions in revenue or profit, or for any indirect, special, incidental, arising, cover or punishment for damages caused in any way, whether contractual, non-contractual or under any other theory of liability, whether or not the infringing party has been alerted to the possibility of such damages. The above exclusion will not apply to the scope prohibited by law.
9. TERM AND TERMINATION
9.1. Term. This agreement has a commencement date on the date of signature, physical or digital, of the first Order Form, and will remain in effect until all User Subscriptions granted under the aegis of this instrument have expired or been terminated.
9.2. Duration of the user subscription. The user subscription purchased on the first Order Form, or additional subscriptions acquired thereafter, shall commence on the date specified in the respective Order Form or its activation, in the case of additional users, and shall remain in effect for the period specified therein. Unless otherwise provided in the relevant Order Form, all user subscriptions will be automatically renewed for the same period or for 01 (one) year (whichever is less), except by express notification expressing no interest in renewing them at least 05 (five) days prior to the date of Termination. The unit price over the automatic renewal period will be readjusted according to the positive change in the IPCA or in the absence of this index, by another that best reflects the inflation established in the period.
9.3. Cause of termination. The Parties may terminate this Agreement for good cause (i) in the event that any substantial default is not remedied within forty (40) days by email notification, or (ii) if bankruptcy, insolvency, intervention or liquidation is sought or transferred to the benefit of creditors.
9.4. Payment on termination by the Contractor. The Parties hereby agree that upon negotiation of a previously stipulated term and advance payment of amounts, the Contractor will not refund any Contractor under the argument of contractual termination expressed by the Contractor, regardless of the causative fact. Under no circumstances shall any form of termination exempt the Contractor from payment of amounts due to the Company, except 9.3 (i) and 9.3 (ii).
9.5. Return of Contractor Data. Upon request of the Contractor, in thirty (30) days from the date of termination or termination of the Agreement, the Company shall make available to the Contractor a data file of the same in comma separeted value (.csv) format. After the period of 30 (thirty) days specified herein, the Company shall be exempt from any obligation to maintain or provide any Contractor Data, and shall thereafter, unless legally sealed, delete all Contractor Data in its system, its possession,
or your controller.
9.6. Perennial clauses. The Clauses called “Remuneration and Payment”, “Property Rights”, “Confidentiality”, “Warranties and Notices”, “Refund or Payment on Termination”, “Return of Customer Data”, “Perennial Clauses” and “General Provisions” will remain in effect upon termination or termination of this Agreement.
10. GENERAL PROVISIONS
10.1. Anticorruption. The Contractor declares that you have not been given or offered any bribe, bribe, payment, gift or property of value by employees of the Company, or agents related to this Agreement. Should the Contractor become aware of any violation of this restriction, he shall use reasonable efforts to immediately notify the Company's Legal Department.
10.2. Relationship between the Parties. The Parties declare themselves independent. This Agreement does not create a partnership, franchise, joint venture, agency, guarantee or employment relationship between the Parties.
10.3. No benefit of third parties. This Agreement does not constitute any third party beneficiaries.
10.4. Communications. Except as otherwise provided in this Agreement, all communications, authorizations and approvals hereunder shall be in writing, and shall be deemed to be delivered upon (i) confirmation of receipt of email by the Company. Communications to the Company should be addressed to the care of its CEO or VP of Operations, at the address of the Company. Communications relating to billing shall be addressed to the competent department designated by the Contractor; and Legal Communications to the Contractor shall be addressed to the Client and clearly identified as Legal Communications. All Communications to the Contractor shall be addressed to the respective administrator of the Services system appointed by the Contractor.
10.5. Renunciation. No failure or delay by the Parties to exercise any right set forth in this Agreement shall constitute a waiver of this right.
10.6. Autonomy of Clauses. Any provision of this Agreement, which may be deemed by the competent Court to be contrary to the law, shall be amended by the Court and construed for the purpose of better attaining the objectives of the original Clause to the fullest extent permitted by law, and all other provisions shall remain fully effective.
10.7. Assignment. No Party may assign any rights and obligations hereunder without the express written consent of the other Party (which may not be unreasonably denied). Without prejudice to the foregoing, each Party may assign this Agreement in its entirety (including all Order Forms), without the other's consent to its Affiliates or by virtue of a merger, acquisition, corporate reorganization or sale of all or substantial part of its assets, provided that it does not involve direct competitor of the other Party. The reasonable measure for the event of breach by one of the parties to this clause shall be at the discretion of the innocent party, the termination of this contract, upon prior notification to the infringing party. In the event of such termination, the Company shall refund to the Contractor all amounts paid in advance concerning the remaining period of all subscriptions after the date of termination. Subject to the foregoing, this Agreement shall bind and revert to the benefit of the Parties, their successors and authorized assignees.
10.8. Forum. The Forum of the District of the Capital of the State of São Paulo is elected as sole and exclusively competent to resolve any doubts or questions arising from this instrument, renouncing the Parties to any other, however privileged it may be or may be.
10.9. Integrality. This Agreement, including its documents, additives and Application Forms, constitute the entire agreement between the Parties and supersede any prior or contemporary understanding, written or oral proposals or representations relating to the subject matter hereof. Without prejudice, in the event of conflict or inconsistency between the provisions of this Agreement and any of its documents, additives or any Order Form, the terms of this Agreement shall prevail, except as regards the technical specifications and in the case of the exclusive provision of these related instruments. Without prejudice to any provision to the contrary, no terms or conditions set forth in purchase orders or any other requests of the Contractor (excluding Order Forms) shall be incorporated as part of this Agreement and shall be void and ineffective unless otherwise agreed between the parties.
This Agreement will be deemed to be concluded and obligatory between the Parties at the time when the Client completes his registration and the procedure provided on the website https://www.octadesk.com, or in the physical or electronic signature of the first Order Form, whichever occurs first, being certain that, thus, the Client declares to have read and understood all the terms and conditions of this Agreement, which is why it is recommended that the Client print a copy of this document for future reference.