1. Confidentiality and Data Protection
1.1 Each part undertakes to maintain and treat as confidential and not to disclose to third parties any Confidential Information relating to the System and services, user data, industry secrets and others, or to use such information for any purpose other than that provided for in this Agreement.
1.2 Both parties and their legal representatives, directors, employees, agents and consultants, including lawyers, auditors and financial advisors, are subject to the obligation of confidentiality set forth in this Agreement
1.3 Notwithstanding the provisions of this Agreement, Confidential Information may be disclosed in the following circumstances: (I) Applicable legal requirement, (II) court order or decision or in administrative or arbitral proceedings, or (III) request of any authority or regulatory body in Brazil. In any of the situations provided for in this clause, the Part that has to disclose the Confidential Information will only do so to the extent required by such administrative, arbitral or judicial order, and previously guided by the opinion of its legal advisors, committing to take all measures reasonably necessary to preserve the confidentiality of Confidential Information, including obtaining a protective measure or other provision that may ensure that confidential treatment is granted to Confidential Information.
1.4 The parties acknowledge that any breach of the confidentiality obligations of this Agreement may cause damage to the other part in an amount not readily measurable. Accordingly, the parties agree, without prejudice to other appropriate rights or measures, that the infringing part shall repair the revealing party of the damage actually suffered by it.
1.5 The obligation of confidentiality set forth herein will remain in force as long as the confidentiality of the information received endures.
1.6 Data Protection: The use and processing of data and information obtained through the Internet, capable of identifying individuals, as well as the content or private communications occurring during the provision of the Services (the “Personal Data”) will be in accordance with the applicable Brazilian law and with the provisions of this Clause 7.6. Without limitation of precedent, SENSEDATA is committed to maintaining the appropriate administrative, physical and technical defenses to protect the security, confidentiality and integrity of Your Personal Data. SENSEDATA commits not to (I) change Your data; (II) disclose Your Personal Data, except as required by law, or if You expressly permit it in writing; (III) access Your Personal Data except to provide the Services, support, or resolve service or technical issues, or upon Your request regarding customer support aspects.
1.6.1 SENSEDATA ensures that any storage, use and processing of Personal Data collected during the provision of services object of this Agreement will occur in accordance with the purposes set forth in this Agreement and applicable law, protecting them against loss, disclosure and unauthorized access, whether accidental or not, such measures shall ensure adequate security for the risks presented as a result of the nature of the Personal Data collected.
1.6.2 Nothing in this document will affect Your rights to Personal Data stored on Your own systems while maintaining your full responsibility and ownership over them. SENSEDATA ensures that Your Personal Data will not be shared in a manner that would harm Your business in any way, and will ensure that Personal Data will not be shared with other SENSEDATA customers, or Your direct or indirect competitors without express authorization to do so for these purposes. You hereby assign to SENSEDATA a license to access and use the Personal Data and other data stored on your systems solely to perform the processing required to provide the Services.
1.6.3 SENSEDATA may use the Personal Data, cross-check and/or enrich it with other Personal Data already in your possession or may acquire and include in its systems, for the creation of demographic, consumption and socioeconomic profiles of individuals and companies; to collect statistical and market information; as a substrate for creating or analyzing the success of ads, online or offline, by yourself or your business partners; for the improvement of products and algorithms of SENSEDATA or its trading partners; as well as preparing reports, metrics, and other business intelligence solutions and software for yourself or your business partners. In addition, Your Personal Data may be used to create new services, products and features, as well as to target advertisements to Personal Data holders and third parties. SENSEDATA further reserves the right to include Personal Data among its assets for any and all commercial purposes, within the limits of legitimate expectations in the use and sharing of Your Personal Data and the holders of Personal Data. Eventually, SENSEDATA may also use the Personal Data for purposes not provided in this Clause, but which are within its legitimate expectations and the holders of the Personal Data, in accordance with applicable law and contractual relationships. Any use of Personal Data for purposes that do not comply with this prerogative will be made upon prior notice to You (the “Permitted Uses”), whenever possible and reasonable. Notwithstanding the limits and warranties set forth in item C of this clause, SENSEDATA may also share Personal Data with its business partners as necessary to consummate a Permitted Use. Whenever possible, Personal Data will be treated and shared anonymously or pseudo-anonymously, preserving Your identity and the holders of Personal Data.
1.6.4 The services provided for in this Agreement do not include the provision or processing of Personal Data to infer sensitive information, which include particulars about a person's race, ethnicity, political belief, trade union association, religious or similar beliefs, physical or mental health, sex life or criminal record (the “Sensitive Personal Data”). SENSEDATA is prohibited from using Sensitive Personal Data in the System and, without prejudice to the other limitations of liability set forth in this Agreement, You are fully responsible to SENSEDATA, the holders of Personal Data and third parties for the making available and consequent improper treatment of sensitive Personal Data, SENSEDATA shall have the right of recourse against You in such cases.
1.6.5 Your Personal Data will be deleted from SENSEDATA's systems upon request of the Personal Data holders or when it is no longer required for Permitted Uses, unless there is any other reason, legal or contractual basis, for its maintenance, such as any legal obligation to retain Personal Data or the need to preserve it to protect SENSEDATA's legitimate rights and interests. In accordance with best market practices, You agree and are responsible for informing Personal Data Holders of the detailed procedure for disabling the collection, processing and sharing of Personal Data, and for requesting its deletion, by providing, for example and where appropriate, links offering such possibilities.
1.6.6 You agree to process requests for deletion of Personal Data from holders of Personal Data within the time required by law and, in the absence of such, as soon as possible from the time of receipt of the request. O usuário compromete-se a informar a SENSEDATA se um detentor de dados pessoais desejar exercer qualquer direito legal sobre seus dados pessoais, para que as partes possam tomar medidas razoáveis para garantir esses direitos e envidar seus melhores esforços no cumprimento da legislação. You ensure that no fee will be charged to holders requesting the deletion of their Personal Data.
1.6.7 You may use any reasonable court action to repair the damage caused to you, to the holders of Personal Data and/or third parties as a result of non-compliance with the provisions of this Clause.
1.6.8 The Parties undertake to follow rules of privacy, data protection, confidentiality or information security requirements, in accordance with best practice and applicable law, to ensure the confidentiality and proper use of Personal Data and the non-disclosure, except as authorized by this Agreement or applicable law. The Parties will maintain administrative, technical and physical functions designed to protect Personal Data against possible accidental, unlawful or unauthorized destruction, loss, alteration, access, disclosure or use.
1.6.9 You declare that you have express permission from public or private sources, whether or not you are responsible, to collect, process and share Personal Data with SENSEDATA for Permitted Uses, assuming full responsibility to SENSEDATA, the holders of Personal Data and third parties for such authorizations. You further warrant that you make all reasonable efforts to ensure that any collection, use, processing and storage of data collected in connection with your relationship with the holders of Personal Data, commercial or not, and this Agreement, will always be performed with the express, free and informed consent of the holders of the Personal Data, to the Permitted Uses and to the shares set forth in this Agreement, respecting the applicable law.
1.6.10 You represent that you have not acquired distribution lists, media addresses or email addresses from third parties or without the consent of the Personal Data holders or obtained the Data in violation of any applicable laws or regulations, further declaring, without limitation, that you have not participated in the breach of any confidentiality obligation of business partners with whom you have your own hires, including financial and tax secrecy. SENSEDATA may take any appropriate legal action if such a situation is found.
1.6.11 If You violate any rule or device entered into with the holders of Personal Data regarding the subject matter of this Agreement, or any applicable law, SENSEDATA reserves the right to terminate this Agreement without charge or penalty, subject to charge, right of recourse, any loss and damage that may be incurred.
1.6.12 Under no circumstances will SENSEDATA be liable for any wrongdoing, negligence, breach of contract or any other civil or criminal wrongdoing that You or your partners, service providers, account providers, employees, suppliers, distributors or agents cause to third parties or to holders of Personal Data, including unauthorized use of your data, and Your sole responsibility is to cover any and all damages, monetary or any other type arising from your indirect, direct or incidental performance, and SENSEDATA has the right of recourse against SENSEDATA for such situations.
1.7 Data Audit. SENSEDATA has the right, directly or through third parties representatives or consultants, since it has been notified in writing at least 10 (ten) days in advance to audit the fulfillment of its obligations regarding the data protection provided in this Thirteenth Clause, including auditing the systems, equipment and databases related to their data protection obligations (the “Audit”).
1.7.1 You commit to fully cooperate with the audit by authorizing access by SENSEDATA employees, or persons designated by SENSEDATA, to their premises and to all locations outlined above, even remotely, provided that efforts to organizing such cooperation and assistance shall not interfere with or impair the performance of His duties and obligations.
1.7.2 If the Audit reveals any inadequacy, and provided that such defect can be remedied, You undertake to develop and provide to SENSEDATA a corrective action plan and execution schedule, under penalty of termination of this Agreement or the payment of indemnity for damages if the Contract is already terminated. Without prejudice to such plan, SENSEDATA shall have the right, if any substantial and well-founded inadequacy or suspicion is found, to suspend the Services immediately upon prior notification.
1.7.3 Any document and / or information requested by SENSEDATA under this Agreement shall be presented within the timeframe agreed by the Parties, except in cases of judicial determination that the respective deadlines must be observed.