NAVEGG ANALYTICS

Terms of service

By this Private instrument, and in the best form of law, the PARTIES:

NAVEGG PARTICIPAÇÕES LTDA, National Roll of Juridical Persons - CNPJ N. 12.285.481/0001-08; represented pursuant to its articles of incorporation, hereinafter referred to simply as NAVEGG, and the “User”, such as the legal or natural person duly registered in the electronic database of NAVEGG (http://www.navegg.com) that unequivocally adheres to the terms of this Term of Use from the moment it expresses its acceptance in the form indicated herein, declaring to know and accept all the conditions provided for in this instrument, as per below:

Whereas:

1. NAVEGG is a platform that offers online audience segmentation systems and services.
2. The User, legitimate holder, endowed with technical capacity on the registered websites and being responsible for them in compliance with the law, is interested in contracting NAVEGG services, aiming to improve the functionalities of its Website, thus opting for the service, registering in the website, adhering to this Term of Use without any reservation by clicking on the “I agree” icon located at the end of the document.
3. This term is electronic, therefore, the User accepts this Term of Use online for using the NAVEGG System, in addition to accepting any and all electronic instruments located on the Website, including, but not limited to, Privacy Policies, Legal Aspects, among others, thus being bound thereto in the form of the law.

Thus, in view of the foregoing, the parties hereby agree by and between and accept the conditions listed below:

1. Information regarding the Use of NAVEGG ANALYTICS services

• This document aims to inform the responsibilities, duties, and obligations that every User assumes when accessing and using the Website and the Navegg Analytics System, and the User, through this Term of Use, declares to be informed and aware of the functionalities of the Navegg Analytics System.

• Thus, for the User to use the Navegg Analytics System and receive personalized information, the former agrees through this Term of Use, without any reservations, to implement a “Navegg Analytics tag” on all pages of its website, in order to capture the data navigation of visitors to its website, to receive online audience reports, based on the information collected therein.

• The User is aware and hereby agrees that the information collected by NAVEGG on its website may be used and shared on an anonymous basis by NAVEGG, including the sharing of these data with any third parties, NAVEGG partners, with the aim of increasing, progressing and enriching the quality data and segmentation across the entire network.

2. Object – Availability and Use

• The Navegg Analytics services which are the object of this Term of Use will be made available, free of charge and without any cost, only to Users previously registered with NAVEGG and who have technical capacity on the informed website(s) and full legitimacy to use them.

• To use the Navegg Analytics System, Users must access the website and fill out a Registration form on the NAVEGG Website.

• The User will access its profile through registered e-mail and password, for personal and non-transferable use, committing to keep them safe, and being fully responsible for the use that is made thereof. The user will be solely responsible for the operations carried out on its account, since access thereto will only be possible through the use of e-mail and password, whose knowledge is exclusive to the user.

3. Term and Effectiveness

• This Agreement is valid for a period of thirty (30) days, being automatically extended for equal periods if there is no statement to the contrary by either Party.

4. User’s Obligations

• Respect the Clauses of this Term of Use.

• The User undertakes to use the Navegg Analytics plan in compliance with the rules and functionalities set forth for the same, and expressly guarantees that it will not offer any illicit plan and/or service and/or prohibited by current legislation, exempting NAVEGG, its subsidiaries, partners, affiliates and other companies belonging to its economic group, from any liability, even joint and several, due to the violation of these terms and/or the laws and regulations applicable to this case.

• Include appropriate privacy notices on its platforms, whenever they have the Navegg Analytics TAG, informing its end users regarding data collection and unequivocally obtaining consent from these end users as required by applicable laws and regulations. Such notices must be presented in a clear and conspicuous manner and must provide for the collection, storage, and processing of data, both by the User, as well as by NAVEGG and third parties with whom we have a commercial agreement.

• Maintain governance policies on privacy and DATA protection, with measures to inhibit misuse, contingency plans and any punishment for cases of violations of legal obligations and set forth herein, in addition to complying with all applicable legislation on privacy and data protection

• The User declares that it has read, is aware of and fully agrees with all the terms and conditions of this Term.

5. Privacy and Data Protection

The Parties hereby recognize that:

Within the scope of the services object of this Term of Use, it may be necessary to process its own and/or third party’s personal data, specifically, cookies and e-mail; and

In the event of processing, the Parties undertake to follow all applicable legislation on privacy and data protection, including (provided that it is applicable):

• the Federal Constitution of Brazil,
• the Consumer Protection Code,
• the Civil Code,
• the Brazilian Civil Rights Framework for the Internet (Federal Law N. 12.965/2014) and its regulatory decree (Decree 8.771/2016),
• the Brazilian General Data Protection Act “LGPD” (Federal Law N. 13.709/2018), and other sectoral or general rules on the subject.
• The Parties may process these personal data only in compliance with these Terms of Use, our Privacy Policy (https://www.navegg.com/politica-de-privacidade/) and with applicable laws and regulations.
• They must implement appropriate technical and organizational measures against unauthorized or unlawful processing of personal data, against the accidental loss and destruction of personal data; and
• Must obtain all necessary consents from end users and provide all information to end users necessary for data processing, including all necessary consents for data transfer outside the Brazilian territory.
• Each Party shall provide all cooperation and information that the other Party may reasonably request in order to enable the other Party to comply with its obligations under the Law, including with respect to any request for access made under the Law and/or in response to any query made, or investigation or evaluation of any processing initiated by the National Data Protection Authority.
• Without prejudice to the provisions of the previous clauses, the Party that causes improper, unauthorized access and/or beyond the limits of authorization, incident, loss of DATA or any other damage resulting from the PROCESSING of PERSONAL DATA or SENSITIVE PERSONAL DATA will be responsible for its acts, as well as those of its employees, agents or contracted third parties before the National Data Protection Authority, undertaking to indemnify the injured parties and reimburse all direct damages that it demonstrably causes to the other, to the DATA HOLDERS or third parties, either in the administrative and/or judicial scope, after the final and unappealable decision. Notwithstanding the foregoing, neither Party will be liable to the other for consequential, indirect, punitive, exemplary, or special damages and loss of profits.

6. Responsibilities

• NAVEGG will endeavor its best efforts to keep the system working uninterruptedly and safely, guaranteeing its maintenance and available resources. In the event of instability, failure or violations to the security of its systems, NAVEGG will take all necessary measures to re-establish the functionality, maintenance and security conditions of the system.

• NAVEGG may modify, suspend or terminate Users’ access or use of our services at any time and for any reason, for example, if the User violates the provisions or intentions of these Terms or harms, jeopardizes or legally exposes us, our users, recipients or third parties.

• The User is aware and hereby agrees that NAVEGG may, at its sole discretion and at any time, change the characteristics of the contracted plans, upon prior notification, hereby assured that, for this purpose, a new version of the services included in the contracted plan will be made available on the website http://www.navegg.com. The notification will be displayed to the USER upon login to the website https://www.navegg.com/

• The User is aware and hereby agrees that NAVEGG is not responsible:

a) For any lack of quality, accuracy, completeness, suitability, effectiveness, reliability or usefulness of the data, images, information or any other content made available to the User;

b) For the actual conditions of use, consequences and any damages resulting from the use of data, images, information or any other content made available to the User;

c) For any damages arising from the failure by the USER to maintain the confidentiality of his/her password, as well as failure or delay in submitting notification to NAVEGG concerning any improper access, security breach or unauthorized use of his/her password by third parties;

d) For any damage suffered by the USER as a result of the cancellation of their registration on the website http://www.navegg.com or termination of this Agreement, in the provided cases, as well as for the preservation or provision of User information by Navegg, including those relating to its identification and location, in compliance with court orders;

e) For any irregularity in the operation of the contracted plan, including the events of acts of God, force majeure, act of a third party or failure by the USER to comply with the conditions necessary for the full provision and use of the service.

7. Intellectual Property

• The Parties hereby acknowledge that all trademarks and logos, as well as any and all distinctive signs to be used under this Agreement, shall remain the exclusive property of the respective Parties.

• For the purpose of disclosing and implementing the purpose of this Agreement, the Parties hereby authorize the use of their brands, logos and other identification signs, industry, commerce, and services, free of charge and for the exclusive purpose of the Partnership under this instrument cannot be transformed or modified, both Parties being obliged to maintain the visual identity in the use of all material belonging to the other Party, without transmitting it in whole or in part to third parties.

• The Parties acknowledge that all technological resources, as well as the databases to be used pursuant to this Agreement, shall remain the property and responsibility of the respective Parties that hold such resources.

8. Exclusiveness

• This Term does not establish any character of exclusivity between the Parties, nor between parent companies, affiliates and/or subsidiaries, their legal representatives, directors, officers and/or employees of the Parties.

9. Nondisclosure

• Furthermore, the Parties agree that the content of this Term, as well as the information provided by one Party to the other during the term of this agreement, are strictly confidential and shall not be disclosed to any individuals, companies or institutions, except if:

a) the information is in the public domain or becomes available to the general public by means other than its disclosure by the Parties or their representatives, their parent companies, subsidiaries or companies that, directly or indirectly, are subject to the same control to which the Party is subject; or

b) if the disclosure is required by a governmental authority or court order, under penalty of being characterized as disobedience or any other penalty. In these cases, the material to be disclosed must be subject to all applicable governmental or judicial protection, and the Party that is obliged to disclose such information shall notify the other Party with reasonable notice so that it can adopt the measures that may be applicable.

c) it is already in the possession of the Party that received the information, as a result of its own research, provided that it can prove this fact;

d) it has been demonstrably received from third parties.

10. Termination

• This Term will be automatically terminated, without the need for notification, if the events listed below are identified:

a) either party violates any clause of this Term of Use or, furthermore, fails to comply promptly and/or fully with any obligation assumed herein, in particular, the obligations relating to confidentiality;

b) facts resulting from acts of God or force majeure as per the legal definition expressed in the Brazilian Civil Code.

• Regardless of the other provisions of this instrument, the PARTIES are entitled to terminate the service provision at any time by requesting cancellation ten (10) days in advance, not generating any burden for both Parties, except with respect to the contracted services.

11. Notifications and Communications

• Comunications between the parties can only be made by e-mail. The data to carry out such communications will be in a specific communication link on the NAVEGG website. The communication data with the User are the data contained in its electronic registration made at NAVEGG, which must be kept up to date by the User. Failure to update their registration by the User cannot be used by the User as a defense for not receiving any communication or judicial or extrajudicial notification submitted by NAVEGG or plans through this offer based on the data contained in the User’s registration.

12. Final Provisions

• The non-exercise by either Party of any rights or faculties conferred upon them by this Term or by the Law, as well as any tolerance against contractual breaches committed by the other Party, shall not result in the waiver by the Party of any of its contractual rights or legal terms, novation or amendment of clauses of this Term, and the Party may, at its sole discretion, exercise them at any time.

• No Party may assign and, in any way, transfer, in whole or in part, this Agreement, or any rights arising therefrom, without the written consent of the other Party, except in cases of transfer resulting from corporate restructuring and other forms of merger, spin-off or incorporation of any of the Parties.

• If, as a result of any unappealable court decision, any provision or term of this Term is sentenced as null or voidable, such nullity or voidability shall not affect the other clauses of this Term, which shall remain in force, binding both Parties.

• The Parties to this agreement are independent and nothing mentioned herein shall be interpreted as an employment relationship, a representative relationship, a joint venture, a de facto or de jure partnership or a consortium between the Parties. Neither Party has any right, power or authority to enter into any Agreement for or on behalf of the other Party or incur any obligation or liability.

• The Parties hereby acknowledge and accept that no license in the matter of patent rights, copyright, trademarks and intellectual property, in general, is granted or conferred to any of the Parties under this Instrument or for the disclosure of Confidential Information by one of the Parties to other Party as provided for herein, whether express, implied, induced, debarment or otherwise. Any licenses of intellectual property rights must necessarily be granted expressly and in writing.

• The User hereby authorizes NAVEGG to use its e-mail address in third-party tools for submitting communications and offers.

13. Legislation, Dispute Resolution and Applicable Jurisdiction

This Term of Use binds the parties and their successors, and must be interpreted in compliance with Brazilian law, with the Jurisdiction of the State Capital of the Judicial District of São Paulo being elected as the only competent seat to resolve any disputes arising from this document that cannot be amicably resolved by the Parties.

The User, upon registration at NAVEGG, agrees and acknowledges the full validity and effectiveness of signing this document by electronic means, in compliance with Provisional Measure N. 2.200-2/2001 and Federal Decree N. 10.278/2020, with the waiver of a digital signature of each Party with the use of certificates issued pursuant to ICP-Brasil parameters. The Parties hereby acknowledge the integrity of the document generated and that this Term of Use reflects their will and that said document shall be considered an original copy for all intentions and purposes, including for the purposes of Article 425 of the Brazilian Code of Civil Procedure (Law N. 13.105/2015) and paragraph 2 of Article 10 of Provisional Measure N. 2.200-2/2001.