By this private instrument and pursuant to the law, the parties:
NAVEGG PARTICIPAÇÕES S/A, CNPJ (Corporate Taxpayer Registration) No. 12.285.481/0001-08; herein represented by its organizational documents, hereinafter referred to simply as NAVEGG, and the “User”, as the legal entity or individual duly registered in the NAVEGG electronic database (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 of the conditions provided for in this instrument, as follows:
I. NAVEGG is a platform that offers online audience segmentation systems and services.
III. This term is electronic, therefore, the User accepts this online Term of Use for the use of the NAVEGG System, as well as accepts any and all electronic instruments located on the Website, including, but not limited to, Privacy Policies, Legal Aspects, among others, being thus bound by the law.
IV. The various services and plans made available by NAVEGG to interested Users have different values and remuneration conditions, and the user shall pay in accordance with the rules established for each plan.
Thus, with the foregoing in view, the parties have mutually agreed upon the following conditions:
- Information about the Use of NAVEGG services
- This document aims to inform the responsibilities, duties, and obligations that every User assumes when accessing and using the Website and the NAVEGG System, and the User, through this Term of Use, declares to be informed and aware of the functionalities of the NAVEGG System.
- The User is aware and agrees that the information collected by NAVEGG on its website may be used and shared anonymously by NAVEGG, including the sharing of this data with any third party, NAVEGG’s partners, with the aim of increasing, progressing, and enriching the quality of data and its segmentation across the entire network.
- Purpose – Availability and Use
- The services of NAVEGG hereunder shall only be made available to Users previously registered with NAVEGG and who have technical capacity on the websites informed and are fully entitled to use them.
- To use the NAVEGG System, Users shall access the website and fill in a Registration on the NAVEGG Website.
- The User shall access their profile via registered email and password, for personal and non-transferable use, undertaking to keep them securely, being fully responsible for the use made of them. The user shall be solely responsible for the operations carried out on their account, since access to it shall only be possible through the use of an email and password, the knowledge of which is exclusive to the user.
- Term and Effectiveness
- This Agreement is valid for a period of thirty (30) days, being automatically extended for equal periods if there is no manifestation to the contrary by either Party.
- User’s Obligations
- Respect the Clauses of this Term of Use, as well as the values related to the contracted services.
- If provided for in the conditions described in the contracted plan, the User shall make the payment in advance, according to the values established in the agreement.
- The User agrees to use NAVEGG plans in accordance with the rules and functionalities established for them, and expressly guarantees that they shall not offer any illegal and/or prohibited plan and/or service under current legislation, exempting NAVEGG, its subsidiaries, partners, affiliates, and other companies belonging to its economic group from any liability, even joint liability, due to the violation of these terms and/or the applicable laws and regulations.
- Include appropriate privacy notices on their platforms whenever they have the NAVEGG’S TAG, informing their end users about data collection and unambiguously obtaining consents from those end users as required by applicable laws and regulations. Such notices shall be presented in a clear and conspicuous manner and shall provide for the collection, storage, and processing of data, both by the User, by NAVEGG and third parties with whom we maintain a commercial agreement
- Maintain governance policies on privacy and DATA protection, with measures to inhibit misuse, contingency plans, and possible punishment in cases of violations of legal obligations and those established herein, as well as comply with all applicable legislation on privacy and data protection
- The user declares that they have read, are aware and fully agree with all the terms and conditions of this Term and with the Values of the contracted services.
- Privacy and Data Protection
The Parties acknowledge that:
Within the scope of the services hereunder, it may be necessary to process personal data of their own and/or of third parties; and
In the event of processing, the Parties agrees to follow all applicable legislation on privacy and data protection, including (whenever and when applicable):
- – The Brazilian Federal Constitution,
- – The Brazilian Consumer Protection Code,
- – The Brazilian Civil Code,
- – The Brazilian Civil Rights Framework for the Internet (Federal Law No. 12.965/2014) and its regulatory decree (Decree 8.771/2016),
- – The Brazilian General Personal Data Protection Law (Federal Law No. 13.709/2018), and other sectorial or general rules on the subject.
- They shall implement appropriate technical and organizational measures against unauthorized or unlawful processing of personal data and against accidental loss or destruction of personal data; and
- They shall obtain all necessary consents from end users and provide all necessary information to end users for the processing of data, including all consents necessary for the transfer of data outside the Brazilian territory.
- Each Party shall provide all cooperation and information that the other Party may reasonably require to enable the other Party to comply with its obligations under the Law, including in relation to any request for access made under the Law and/or in response to any inquiry carried out, or investigation or evaluation of any processing initiated by the Brazilian National Data Protection Authority.
- Without prejudice to the provisions of the previous clauses, the Party that gives rise to undue, unauthorized access and/or beyond the limits of authorization, the incident, the loss of DATA or any other damage arising from the PROCESSING of PERSONAL DATA or SENSITIVE PERSONAL DATA shall be liable for their acts, as well as their employees, representatives or third parties contracted before the Brazilian National Data Protection Authority, undertaking to indemnify the harmed parties and to reimburse all direct damages proven to have been caused to the other party, to the DATA SUBJECTS or to third parties, either in the administrative and/or judicial scope, after the final decision. Notwithstanding the foregoing, neither Party shall be liable to the other for consequential, indirect, punitive, exemplary, special, loss-of-profit damages.
- Means and Methods of Payment
- Except for those services provided by Navegg free of charge, the User accepts that in order to use the services provided by the NAVEGG System and receive the audience reports, it shall pay NAVEGG monthly an amount corresponding to the data, functions, and functionalities of each available plan. The values, methods, and conditions of payment, when applicable, shall be published on the NAVEGG website at https://www.navegg.com/ or shall be included in the agreement.
- In case of automatic renewal of services subject to payment, the USER accepts and agrees with the automatic monthly charge, according to payment information previously registered.
- The amount to be paid by the USER to NAVEGG may be adjusted upon notice of ten (10) days published on the website and by email sent to the USER.
- NAVEGG may, at its sole discretion, establish rules for discounts and even rules for free services.
- The amounts charged by NAVEGG may be personalized due to the need for personalized information that the User wishes to have in the reports issued by NAVEGG, that is, the amount to be paid by the User may vary depending on the services, segmentation and/or contracted functionalities. For more information regarding values, please contact us at: [email protected]
- NAVEGG shall use its best efforts to keep the system running uninterruptedly and safely,ensuring its maintenance and that of the available resources. In the event of instability, failure, or breach of security of its systems, NAVEGG shall take all necessary measures to reestablish the conditions of functionality, maintenance, and security of the system.
- NAVEGG may modify, suspend, or terminate Users’ access to 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, endangers, or legally exposes us, our users, recipients or third parties.
- The User is aware and agrees that NAVEGG may, at its sole discretion and at any time, change the characteristics of the contracted plans, upon prior notification, given that, for this purpose, a new version of the services contained in the contracted plan shall be made available on the website http://www.navegg.com. The notification shall be displayed to the USER when logging into the website https://www.navegg.com/
- The user is aware and agrees that NAVEGG is not responsible:
a) For any lack of quality, accuracy, completeness, adequacy, effectiveness, reliability or usefulness of data, images, information, or any other content made available to the User;
b) The actual conditions of use, consequences and possible damages arising from the use of data, images, information, or any other content made available to the User;
c) For any damages arising from the USER’s failure to comply with the duty to maintain the confidentiality of their password, as well as the lack or delay in sending notification to NAVEGG regarding any improper access, security failure or unauthorized use of their 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 cases provided for, as well as the preservation or provision of information about them, including those relating to its identification and location, by NAVEGG, in compliance with court orders;
e) For any irregularity in the operation of the contracted plan, including cases of fortuitous event, act of God, act of a third party or non-compliance, by the USER, with the conditions necessary for the full provision and use of the service.
- Intellectual Property
- The Parties hereby acknowledge that all trademarks and logos, as well as any and all distinctive signs to be used under this Term shall remain the exclusive property of the respective Parties.
- For the purposes of disclosure and implementation of the purpose of this Term, the Parties authorize the use of their trademarks, logos and other identification, industry, commerce, service signs, free of charge and for the exclusive purpose of the Partnership hereunder, and they cannot be subject to transformation or modification, and both Parties are obligated 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 hereby acknowledge that all technological resources, as well as the databases to be used under this Term shall remain the property and responsibility of the respective Parties that own such resources.
- This Term shall not establish any exclusivity between the Parties, nor between the parent companies, affiliates and/or subsidiaries, their legal representatives, directors, officers and/or employees of the Parties.
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) The disclosure is required by government authority or court order, under penalty of being characterized as disobedience or other penalty. In these cases, the material to be revealed shall be subject to all applicable governmental or judicial protection, and the Party that is obliged to disclose such information shall notify the other Party reasonably in advance so that it can take any appropriate measures.
c) The information is already in the possession of the Party that received it, as a result of its own research, provided that such Party can prove such fact;
d) The information has proven to have been received from third parties.
- This Term shall be automatically terminated, without the need for notification, if the events listed below are identified:
a) any of the parties violates any clause of this Term of Use or, further, fails to punctually and/or fully comply with any obligation hereunder, especially the obligations relating to confidentiality;
b) the user fails to make the financial settlement of the contracted plan.
c) facts arising from a fortuitous event or act of God according to the legal definition expressed in the Brazilian Civil Code.
- Regardless of the other provisions hereof, the PARTIES are entitled to terminate the provision of service at any time upon request for cancellation ten (10) days in advance, not generating any burden for both Parties, except in relation to the contracted services.
- Notices and Communications
- Communications between the parties may only be made by e-mail. The data to carry out such communications shall be on a specific communication Link on the NAVEGG website. The communication data with the User are the data contained in their electronic registration made in NAVEGG, which shall be kept updated by the User. Failure by the User to update their registration may not be used by the User as a defense for not receiving any communication or judicial or extrajudicial notification sent by NAVEGG or plans offered through it based on the data contained in the User’s registration.
- Final Provisions
- The non-exercise by either Party of any rights or powers conferred on 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 Party’s waiver of any of its contractual rights or legal terms, novation of or amendment to the clauses of this Term, and the Party may, at its sole discretion, exercise them at any time.
- Neither Party may assign and, in no way, transfer, in whole or in part, this Term, 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 consolidation, spin-off or merger 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 upon both Parties.
- The Parties to this agreement are independent and nothing herein shall be construed as an employment relationship, representative relationship, joint venture, partnership, or corporation 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 to incur any obligation or liability.
- The Parties hereby acknowledge and agree that no license to patent, copyright, trademark or other intellectual property rights generally is granted or conferred to either Party hereunder or by the disclosure of the Confidential Information by either Party to the other Party as provided for herein, whether expressly, by implication, inducement, estoppel or otherwise. Any licenses of intellectual property rights shall necessarily be granted expressly and in writing.
- The User authorizes NAVEGG to use their email address in third party tools for sending communications and offers.
- Legislation, Dispute Resolution and Jurisdiction
This Term of Use shall be binding the parties and their successors and shall be interpreted in accordance with the Brazilian law, and the Court of the Capital City of São Paulo is hereby elected as the only competent court to settle any controversies arising from this Agreement that cannot be amicably resolved by the Parties.
The User, through its registration in NAVEGG, agrees and recognizes the full validity and effectiveness of the signature of this document by electronic means, in accordance with Provisional Measure No. 2.200-2/2001 and Federal Decree No. 10,278/2020, and the digital signature of each Party shall be dismissed with the use of certificates issued according to the parameters of ICP-Brazil. 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 No. 13.105/2015) and paragraph 2 of Article 10 of Provisional Presidential Decree. No. 2200-2/2001.