1. The Websites Services
1.1 The Websites are operated by SENSEDATA TECNOLOGIA LTDA (“SenseData”, “us”, “we”, or “our”). “Customer,” “you”, “your”, "user", "customer" means the party using the Website and Services.Through the Website, SENSEDATA gives to you access to data, informations regarding the Platform.
2.1 Your use of the Services and Websites is governed by these General Terms and Conditions of Use (the “General Terms”), which You must read carefully before using the Websites and Services.
2.2 By registering, accessing and using the Websites in any way, including browsing, viewing, downloading, generating, receiving and transmitting any data, information or messages to or from the Websites, You expressly agree, on Your behalf and on behalf of Your company or on behalf of Your employer, to these General Terms, as updated from time to time, whether You are a registered user of the Services or not, You undertake to respect and comply with all the provisions contained herein, as well as the provisions of the legal notices governing the use of the Websites and the Services.
2.3 These General Terms constitute a binding contract between SENSEDATA and You. If You do not agree to these General Terms, do not use the Websites or the Services.
3. Website and Services Access
3.1 In order to access the Website and use the Services, you must maintain and operate the necessary software and hardware. You are solely and exclusively responsible for purchasing, installing and maintaining any and all software and hardware necessary to access the Website and use the Services. We are not responsible for any technical difficulties you may encounter as a result of using these software and hardware.
3.1.1 The System will be made available to you through remote server access to Our server, which shall comply with all terms and conditions set forth herein.
4. Registration Process
4.1 SENSEDATA may require You to register to use the Free Services and/or request You to register before using any free part of the Service.
4.2 By registering, You agree to provide true, correct, up-to-date and complete information (the “Registration Data”) as requested in the registration format made available to You through the Websites, under penalty of liability under applicable law.
4.2.1 In addition, You are responsible for always keeping your business registration with SENSEDATA, as well as for other SenseData communication channels, communicating immediately, whenever there are any changes in your data, including, but not limited to address, phone number and email address.
4.4 You will receive a password and account designation at the time you complete the registration process, being right that such data is personal and non-transferable (the “Login Data”). You are solely and exclusively responsible for maintaining the confidentiality of such data, as well as for all activities that occur through the use of your Access Data.
In addition, You undertake to:
(i) Promptly notify SENSEDATA of any unauthorized use of your Access Data or any other breach of security, including, but not limited to, the or theft of your Access Data; and
(ii) Log out of your account at the end of each usage session.
4.6 We will not be responsible for any loss or damage arising from Your failure to comply with this section.
5. Our obligations
5.1 Keep the contracted service available 24 hours a day, 7 days a week, except: (I) during planned outages (which will be notified by Us at least 8 hours in advance via email, or notified in the System, and that will be scheduled in every way possible during weekends or non-business hours on weekdays, or (II) any unavailability caused by force majeure, government action, floods, fires, earthquakes, civil conflicts, acts of terrorism, strikes or labor problems (except those involving SENSEDATA employees), failures or delays of the Internet service provider.
5.2 Make available a downloadable file of keyword and lead database in Comma Separated Value (CSV) format (“Data”) for a period of 30 (thirty) days from the actual termination of the services. After this period, SENSEDATA will not be required to maintain or provide Your data, knowing that it will be removed from Our systems except when prohibited by law or court order.
5.3 Offer free remote support in relation to the use of the System. Requests must be made exclusively via email at firstname.lastname@example.org. Responses will be sent until the next business day and during business hours (9am - 6pm GMT -3).
6. Damage Exclusion
SENSEDATA is not responsible for damages and losses of any kind caused by third parties who may have access to the system from access or from Your profile. Neither will SENSEDATA be held responsible for accessing, intercepting, deleting, altering, modifying or manipulating the files owned by the contractor, when arising from access by unauthorized third parties in a physical or virtual environment outside SENSEDATA.
7. Your obligations
7.1 Use the System in its business activity under its strict terms, while also respecting current legislation and the rights of third parties;
7.2 Be fully and exclusively responsible for the acts performed by users, third parties authorized by You to access the System through the creation of new user accounts.
7.3 Take all security measures to ensure that Your personnel and/or third parties do not violate any intellectual property rights of SENSEDATA, and notify SENSEDATA immediately in the event of any intellectual property infringement of which you become aware;
7.4 Take all necessary measures to ensure that the System is used in compliance with these Terms, being responsible for any intellectual property violations of SENSEDATA or any third party committed by you or Your employees and agents.
7.5 Take all necessary measures to ensure that the System is not misused, considered, but not limited to, importing a purchased contact list, sending SPAM and posting offensive and illegal content.
7.6 Failure to comply with any obligation under this clause authorizes SENSEDATA, regardless of prior notice to the User, to block or suspend the use of the System for an indefinite period, and You are solely and exclusively liable for any damages you may incur due to improper use of the System, as well as any damage it may cause to third parties for the same reasons.
8. Services or Websites Changes
8.1 SENSEDATA reserves the right to modify, suspend, terminate or discontinue any aspect of the Websites at any time, including the availability of any Services, information, features or functionality accessible through the Websites. We may also impose limitations on certain features, functionality or services or restrict Your access to parts or all of the Websites and/or Services without prior notice and without liability to us for any harm you may suffer.
8.3 SENSEDATA reserves the right, at any time or title, to control and/or change the appearance, development and/or operations of the Website in Our sole discretion, as well as to establish and modify the procedures for Your contact with us, without the need for prior notification.
9. Links to other Websites
9.1 The content of any websites You access from Our Websites is completely beyond our control. The access to and permanence on such websites will be at Your own risk. The inclusion of these links on the Websites does not imply in our endorsement or consent to any products, services, content, information or materials offered by or accessible to You on third party websites. We do not represent or warrant any third party websites You may access from Our Websites. We do not accept any responsibility whatsoever with respect to any material contained on any other website. Any opinions or recommendations expressed on such other websites are solely those of independent providers and are not, nor represent, the opinions or recommendations of SENSEDATA.
9.2 All copyrights and trademarks accessible through the website links are the property of the respective website owners or their licensors.
10. Intellectual property
10.1 The Websites, the Services, their structures and all functionality contained therein, all information, data, text, images and graphics and all components used on the Websites (“Content”) are protected by copyright and other intellectual property rights. You acknowledge that SENSEDATA owns all rights, titles and interests in the Content and that You will not, through the use of the Website, acquire any rights of its own.
10.2 We own all data coming from Our operation of the Websites and You shall not object to any use of such data by Us.
10.4 Licenses for use of Our Websites are granted in a non-exclusive, non-transferable, non-sublicensable manner and are revocable at any time with respect to any Content provided to You for exclusive use in the processing of internal systems. SENSEDATA does not grant any other license or authorization to your industrial and intellectual property rights or to any other property or rights related to the Services and/or the Websites. SENSEDATA reserves any and all rights to its trademarks, copyrights, and other intellectual property rights available on Our Websites and is prohibited its use without Our express permission, under penalty of liability under applicable law.
11.1 For the contracted services, You will pay to SENSEDATA the amounts according to the chosen plan, conforming to values defined through commercial proposal.
11.1.1 Our services are prepaid, in other words, the system will be available from the confirmation of the first payment. Your plan will be charged monthly.
11.2 Amounts not paid upon their respective maturity will be subject to a fine of 2% (two per cent) and interest of 1% (one percent) per month until the actual payment, without prejudice to any other rights of SENSEDATA under this Term.
11.3 In case the Contract is extended after the expiration of the term of the Proposal, the monthly installments will be adjusted every twelve (12) months, always from the date of this Contract, by the accumulated IGP-M/FGV index referring to the adjustment period, being forbidden the application of negative variation, or by another index that comes substitute it or, in its absence of substitute, by the simple average of the main economic indices that determine the accumulated annual inflation, starting on the date of extension.
11.4 SENSEDATA is authorized, at its sole discretion, to discount, pledge, assign, transfer, by endorsement or civil assignment of credit, in whole or in part, all credit and warranty rights arising from this agreement, regardless of consent of the User, being the assignee creditors and beneficiaries of credit subrogated in all credit rights of this instrument.
12.1 To cancel services, you need to contact SenseData through your Customer Success Manager.
13. Confidentiality and Data Protection
13.1 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.
13.2 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
13.3 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.
13.4 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.
13.5 The obligation of confidentiality set forth herein will remain in force as long as the confidentiality of the information received endures.
13.6 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.
13.6.1 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.
13.6.2 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.
13.6.3 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.
13.6.4 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.
13.6.5 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.
13.6.6 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.
13.6.7 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.
13.6.8 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.
13.6.9 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.
13.6.10 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.
13.6.11 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.
13.6.12 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.
13.7 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”).
13.7.1 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.
13.7.2 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.
13.7.3 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.
14. Warranty and Disclaimer
14.1 While we have endeavored to protect and ensure that the content of the site it is reliable, no warranty (express or implied) is made to its currency, accuracy, completeness or impartiality and therefore you should, if necessary, obtain an independent verification of the information contained herein.
14.2 We (I) do not assume any liability, in any way, regarding any Content contained on the Websites, on the Services provided or any information provided by or through the Websites, and (II) we do not warrant that the Website or any Services or Content will be uninterrupted or error free, that defects will be fixed or that the Websites, the server on which it is available, or any system connected to it, are free of viruses or other harmful components.
14.3 You acknowledge that You must use the Websites, its Content and Services at your own risk, and that the Websites, its Content or Services may contain technical problems or other limitations for which We assume no responsibility and cannot be held responsible for any damages that may arise from technical problems, limitations, bugs or viruses in connection with Your access or use of the Websites, its Content or Services.
15.1 Except in the case of proven misconduct, SENSEDATA will not be liable at any time for (a) loss or damage of any kind as a result of any Content posted on the Websites, these General Terms, the Services or any other information, data, software or service provided through the Websites; or (b) any losses resulting from orders or purchases of third party goods or services made through or based on information or Content provided on the Websites. Our total and cumulative liability to You may under no circumstances exceed the total amount actually paid by the User in the last 12 (twelve) months prior to the occurrence of the loss.
15.2 By no means shall SENSEDATA be liable for any indirect damages of any kind that may, directly or indirectly, be attributable to the use, or inability to use, of the Websites, any published content of the Websites, or these General Terms, Services, or any information, data, software or service provided through the Websites, even if warned of the possibility of such damage or if such damage was foreseeable.
15.3 We will not be liable to You for any delay or non-performance of the Services, or failure to access the Websites or any portion of the Content, arising out of any cause beyond our reasonable control or the providers of Our services.
15.4 You are responsible for the content of Your messages or any other data, information or materials distributed through the Websites. You are responsible for all obligations to third parties arising from Your use of the Websites, including contractual, tax and regulatory liabilities. You agree to indemnify us for any costs, expenses or liabilities that we incur, and any claims or lawsuits that may be brought against SENSEDATA as a result of Your use of the Services, the Websites or any Content therein.
16. Acceptable Use Policy
16.1 You agree not to:
(i) use the Websites, any of their Content as well as the Services for private purposes or personal reasons, but only for Your normal business activities, for Your company or your employer; pessoais, mas somente para as Suas atividades normais de negócios, ou da Sua empresa ou do seu empregador;
(ii) use the Websites, any of their Content as well as the Services for any unlawful purpose;
(iii) make available through the Websites or upload files, data or any other materials not owned or licenced by You;
(iv) make available through the Websites or upload files, data or any other materials that You know contain viruses, bugs, corrupted data or other harmful items;
(v) interfere in the normal operation of the websites;
(vi) interfere in other parties' use and access to the Websites, their Content and Services; and
(vii) post, public, distribute or disseminate defamatory, infringing, obscene, indecent or illegal materials or information through our Services or the Websites.
16.2 SENSEDATA reserves the right to immediately suspend or block Your access to the Websites or any Service, and to remove any information or data that we consider to be in violation of any of these General Terms without further notice and / or make such information available upon request by public bodies or by court order.
16.3 SENSEDATA works and endeavors to keep the Websites and Services up and running, however all online services are subject to occasional interruptions and stops. SENSEDATA is not responsible for any interruption or loss You may suffer as a result of such interruptions or stops.
17.2 You have the right to terminate your access to the Websites and all Services by contacting SenseData through your Customer Success Manager.
17.3 Cancellation can be requested at any time and the Platform will be active until the end of its paid accrual.
18. Applicable Law
19.1 Notifications may be given by Us or You by email. Our addresses for this purpose are: email@example.com , firstname.lastname@example.org.
20. General Provisions
20.2 Taxes and other charges owed, direct or indirect, by virtue of amounts paid or received under this Agreement or by virtue of its execution shall of responsibility of the taxpayer as defined at the tax norms, without refunds rights.
20.4 Labor Obligations: This Agreement is strictly civil in nature and there is no employment relationship between You and SENSEDATA employees, officers or agents and vice versa.
20.5 SENSEDATA's sole responsibility: To bear the burden of labor, social security, federal, state and municipal taxes, FGTS and other records relating to the employment relationship between SENSEDATA and its employees as well as compliance with regulatory standards of labor procedures in force.
20.5.1 Any labor lawsuits that may arise under this agreement shall be governed by the following provisions:
20.5.2 If You are sued at any time, in the context of labor, by employee, agent or third party that has rendered service to SENSEDATA, SENSEDATA is obliged to: (i) voluntarily intervene in the action, claiming Your exclusion from liability of the respective demand; (ii) provide all warranties ordered during the course of the deed, whether at first or second instance; (iii) assume full and exclusive responsibility for the payment of pecuniary convictions and pleadings, keeping You safe and free from any liens and / or financial disbursement in any respect with respect to the proceeding under way; and (iv) bear its procedural expenses incurred as a result of its inclusion in such proceedings, including attorney's fees and other expenses necessary for the defense and full follow-up of the proceedings, provided that the hired professionals are previously appointed or hired with SENSEDATAs authorization.
20.5.3 SENSEDATA shall request Your exclusion at the earliest opportunity in which it manifests itself in the case file or hearing if You are included in the passive pole of claims brought by SENSEDATA employees, collaborators and / or third parties.
20.6 SENSEDATA states that:
20.6.1 does not exploit, and will not exploit, any form of degrading or slave-like labor, in compliance with the Universal Declaration of Human Rights, as well as International Labor Organization Conventions 29 and 105, the Declaration of Principles and Fundamental Rights at Work and the American Convention on Human Rights.
20.6.2 does not use discriminatory and restrictive practices regarding access to, or maintenance of, the employment relationship due to sex, origin, race, color, physical condition, religion, marital status, family status or any other condition.
21.1 SENSEDATA assumes that its agents, employees and subcontractors must comply with all anti-corruption laws, including the Foreign Corrupt Practices Act (FCPA), US Federal Law, United Kingdom Bribery Act 2010 and Brazilian Federal Law No. 12,846 / 2013. SENSEDATA warrants that it will not, by virtue of this instrument, transfer anything of value, directly or indirectly, to any person in the private sector or employees, government employees or government controlled companies, in order to obtain or maintain any other improper benefit or advantage. SENSEDATA warrants that no money will be used as compensation or any other form of bribe or kickback in violation of applicable law. SENSEDATA will keep an accurate and up-to-date accounting of all trades involving this instrument. SENSEDATA agrees to respond promptly to any questions related to the anti-corruption program and other controls related to the provisions of this Clause and to fully cooperate in any investigation of a violation of its provisions.
21.1.1 If any clause of this instrument is held to be unlawful, void or unenforceable for any reason, the specific clause shall be deemed independent of the remainder of this document and shall not affect the validity or enforceability of compliance with the terms of the remainder of this document.
21.1.2 All provisions of this Agreement that provide obligations or responsibilities after the termination of this Agreement shall survive its termination and shall remain in full force and effect, in particular as regards intellectual property, confidentiality and privacy of data and information.
21.1.3 Both Parties expressly acknowledge that the only legal bond between them results from this Agreement or from contracts formally signed between them. Nothing in this instrument shall be construed to place the Parties as partners, associates, consortium members, lending parties or for joint or several liability of any kind, including, but not limited to, civil, administrative, labor and tax liability. SENSEDATA is a Actionable Data Platform for companies, and you are not guaranteed or promised to achieve any quantitative or economic results simply by using it.