ERATHOS T.I. LTDA.
CNPJ/ME No. 35.616.731/0001-40
Avenida Jerônimo Monteiro, 1000, Rooms 1501/1503, Downtown, Vitória, ES, ZIP 29010-004
Last updated on 12/22/2023.
1. ABOUT THE ADHERENCE TERM
1.1. This is the Adherence Term for the services of Erathos and the use of the Erathos Platform, hereinafter referred to only as “Term,” which will govern the contracted services if adhered to by you, establishing the rules for all contractors of the Erathos Platform. Your adherence to this Term is required for service contracting.
1.2. Since this document may be eventually modified, the date of its last update will always be available, and you will receive an email informing you of this change.
1.3. By this Adherence Term, the CONTRACTOR agrees to the entirety of the Terms of Use that follow below from Clause 2, with provisions for the entire format of service provision, obligations, and responsibilities of each part of the relationship.
2. OBJECT DESCRIPTION
2.1. The object of this Term is the provision of services by ERATHOS in favor of the CONTRACTOR, the scope and commercial conditions described in the Commercial Proposal chosen and accepted without reservation by the CONTRACTOR, which, in turn, becomes integrated into this Term as if transcribed herein.
2.2. For the execution of services not described in the Commercial Proposal, a mutual agreement between the Parties will be necessary, to be formalized by prior communication and by email.
2.3. ERATHOS will provide the services described in this clause without any exclusivity, being able to provide services to third parties, as long as there is no conflict of interest with what is agreed in this Term.
2.3.1. The use license granted to the CONTRACTOR is revocable, non-exclusive, and non-transferable.
2.3.2. The license to use the Platform will be active as long as the contracting of these Terms is active.
3. PRICE AND PAYMENT METHOD
3.1. For the services described in Clause 2.1, ERATHOS will receive compensation, paid by you, the CONTRACTOR, according to the Commercial Proposal you chose and accepted at the time of contracting the services.
3.2. The payment for the services described in Clause 2.1 will occur within the deadlines and conditions set out in the Commercial Proposal chosen and accepted by you.
3.3. Payment will be made in the manner and within the deadlines defined on the page where the contracting will be finalized, with adherence to the Commercial Proposal chosen and accepted by the CONTRACTOR and the payment method chosen by them from the options provided by the CONTRACTED.
3.4. If any problems occur with the payment by the CONTRACTOR, unrelated to the operation of the payment methods offered by the CONTRACTED, resulting in delays in the deadlines stipulated between the parties at the time of contracting, a 2% (two percent) penalty will be applied on the amount of the monthly payment, plus 1% (one) interest per month, or fraction, calculated pro rata die between the due date and the effective payment date.
3.5. The amounts in the Commercial Proposal may be subject to adjustment by ERATHOS, in which case the CONTRACTOR will be informed in advance.
3.6. If the CONTRACTOR chooses to host their database in the cloud used by the CONTRACTED - Google Cloud services through the Big Query platform - the Parties agree that if the free usage limits set by the cloud storage provider are exceeded, leading to storage costs for the CONTRACTED, those expenses will be measured and passed on to the CONTRACTOR, who hereby expressly agrees to pay these amounts in full, and compliance with the cost policy of the Google Cloud Big Query platform must be observed, which can be accessed by the Parties at the link https://cloud.google.com/bigquery/pricing?hl=en. The non-payment of amounts related to the extraordinary costs foreseen in this Clause implies the possibility of contract termination due to the negligence attributable to the CONTRACTOR, subjecting them to the payment of hosting expenses billed against the CONTRACTED plus a penalty equivalent to 03 (three) times the amount expended by them.
4. CONTRACTOR'S OBLIGATIONS
4.1. By this term, you, the CONTRACTOR, are obliged to:
4.1.1. Ensure that the data collection follows the highest security standards and that your policy is in accordance with Law No. 13.709/2018 (General Data Protection Law);
4.1.2. Fulfill all obligations described in this agreement, as well as act in a way that faithfully complies with what was agreed;
4.1.3. Make payments to ERATHOS as stipulated in the chosen and accepted Commercial Proposal;
4.1.4. Not provide access to ERATHOS's data and information to third parties, as outlined in Clause 8 of this instrument;
4.1.5. Provide ERATHOS with all information and documents that may be necessary for the fulfillment of the Term and/or as a result of legal requirements;
4.1.6. Refrain from performing acts that could negatively affect the image and reputation of ERATHOS, including the violation of third-party intellectual property rights, fully assuming responsibility for the consequences of any eventual infringement.
4.1.7. Be responsible for the information entered on the Erathos Platform for registration, permissions, passwords, and usage method of their users, with the CONTRACTOR aware that ERATHOS is not responsible, under any circumstances, for the content (information, passwords, copies of information, etc.) included in the Platform by the CONTRACTOR, and that this information has not been reviewed at any moment by ERATHOS.
4.1.8. Not use the Platform in any way that may imply illegal acts, infringement, violation of rights, or harm to ERATHOS or third parties, including, but not limited to, the use for invading computing devices to obtain, alter, or destroy data or information without the express authorization of the owner of such data or the device or server where they are stored, as well as not using the Platform to market illegal products or services; or that are in disagreement with the law, regulations, decrees, regulations, orders issued by any governmental entity; that are products of theft or robbery; in addition to not reproducing or violating copyright rights.
4.1.9. If the CONTRACTOR believes that their login and access password to the Platform have been stolen or are known to other people for any reason, the CONTRACTOR must immediately notify ERATHOS of this fact, without prejudice to changing their password immediately through the Platform.
4.2. The CONTRACTOR is aware that the Terms of Use and the Privacy Policy of ERATHOS are applicable to them.
4.3. If the CONTRACTOR is violating the content rules established in this contract and any other legal provisions, ERATHOS reserves the right to suspend the CONTRACTOR's access to the Alexandria Platform.
5. ERATHOS'S OBLIGATIONS
5.1. ERATHOS is obliged to:
5.1.1. Execute the contractual object according to the specifications of the Commercial Proposal approved by the CONTRACTOR;
5.1.2. Maintain confidentiality with its employees regarding all information acquired through the provision of services and provided by the CONTRACTOR, regardless of the nature of the information shared;
5.1.3. Verify and resolve any complaints and problems occurring during the fulfillment of this contractual object;
5.1.4. Supervise and guide its service providers, according to the stipulations set forth in this Term;
5.1.5. Observe, on its own behalf, its employees, representatives, and subcontractors all internal rules of the CONTRACTOR if they remain on their premises or in the service of the CONTRACTOR;
5.1.6. The CONTRACTOR's data must be fully returned to them at the end of this Term, and their history and data must be permanently deleted from ERATHOS's database after the delivery and completion of the service provided, except when needed to maintain due to legal requirements and for information purposes regarding the use of the platform, in order to monitor errors and provide necessary support to the CONTRACTOR.
5.2. ERATHOS may not, except as provided in Clause 10.7 below, subcontract its obligations or assign this Term to third parties, in whole or in part, without the prior express written authorization of the CONTRACTOR.
5.2.1. ERATHOS will remain fully and exclusively responsible for the obligations and responsibilities now assumed before the CONTRACTOR in the event of written authorization from the CONTRACTOR for the subcontracting of services.
5.3. ERATHOS is not obliged or responsible for the following situations:
5.3.1. For operational failure, operation by unauthorized persons or any other cause where there is no fault of ERATHOS;
5.3.2. For problems defined as "fortuitous case" or "force majeure," covered by art. 393 of the Brazilian Civil Code;
5.3.3. For any problems resulting from actions by third parties that may interfere with the quality of the service;
5.3.4. For any legal infractions committed by the CONTRACTOR, of a fiscal, tax, labor, social security, criminal, or other nature.
5.4. Under no circumstances shall ERATHOS be liable for personal injury or any incidental, special, indirect, or consequential damages, including, without limitation, damages from lost profits, corruption or loss of data, failure to transmit or receive data, non-continuation of business, or any other loss, commercial loss, or any other reason arising from or related to the non-success of this Partnership.
6. AMENDMENT AND TERMINATION
6.1. Possible amendments to the contractual object may lead to changes in the amounts to be paid to ERATHOS as compensation for the service provided, such that the amendment of these amounts will also be budgeted, agreed upon between the parties, and formally predicted in a separate instrument.
6.1.1. ERATHOS may propose to the CONTRACTOR the acquisition of other services or tools, additional to the object of this Term, which may be contracted for different terms and amounts, through negotiation and separate contracting.
6.2. This Term may be terminated if either party fails to comply with the described obligations, reserving the right to receive compensation for the services rendered, as well as any type of indemnification for breach of the agreement.
6.3. Failure to pay any amounts by the respective due dates will not automatically terminate this Term, but will result in an email being sent by ERATHOS, with payment needing to be regularized within 5 (five) business days of receiving the notification.
6.3.1. If you, the CONTRACTOR, do not regularize the payment within the timeframe mentioned in Clause 6.3 above, ERATHOS may suspend your access to the Platform until the financial pending matter is resolved.
6.3.2. If the payment delay persists for 30 (thirty) days, ERATHOS reserves the right to terminate this Term and demand payment of the penalty provided in Clause 7.1.
6.4. After the contract term accepted by the CONTRACTOR, it is stipulated between the parties the possibility of an unjustified contractual termination, without any penalty or indemnification, as long as it is communicated in writing, necessarily by email, with 30 (thirty) days notice, provided the pending obligations are fulfilled.
6.4.1. If you, the CONTRACTOR, choose to terminate this Term before the contracted term in the chosen and accepted Commercial Proposal, you will be subject to a penalty of 30% (thirty percent) of the total value of the Term.
6.5. This Term may be terminated immediately, regardless of any judicial or extrajudicial notification, in the following cases:
● Bankruptcy, judicial recovery or dissolution of either party;
● When employing child labor or irregular work of adolescents.
7. CONTRACTUAL PENALTY
7.1. Non-compliance with the obligations set forth in this Term will result in a penalty of 10% (ten percent) of the contracting amount provided in the Commercial Proposal chosen and accepted by the CONTRACTOR.
8. CONFIDENTIALITY
8.1. Confidential Information, for the purposes of this Term, will be considered all and any information, oral or written, of a technical, operational, financial, commercial or legal nature, including, without limitation, know-how, databases, models, formulas, samples, theories, patents, intellectual property, materials, technologies, information on manufacturing and process technologies, flowcharts, photographs, illustrations, personal data, projects, project records, employee lists, business manuals, programming codes, computer programs, advanced languages, inventions, industrial secrets, financial conditions, development plans, co-development identities, client lists and data, business plans, potential businesses, business strategies, business records, market records, policies, procedures, product and service concepts, methods, techniques, documents, contracts of any kind, opinions and research of any kind, in short, any and all information that the Disclosing Party makes available to the Receiving Party concerning business, operations, products, technologies and services developed or owned by the Disclosing Party, its controlling, controlled, or affiliated companies.
8.2. The Parties assume among themselves the obligation not to use, not to disclose, not to exploit, not to reveal, not to provide, or make accessible to third parties outside this Term the confidential information disclosed by the other Party.
8.3. The Parties should protect the confidential information disclosed by the other Party against unauthorized use or disclosure, with the same care and protection that they use to protect their own confidential information.
8.4. The parties will only use the confidential information to provide the service provided for in this Term, committing themselves not to use it for any other purpose, directly or indirectly, except if previously and expressly authorized in writing by the other party.
8.4.1 The parties undertake to use Confidential Information in a proper, diligent and reasonable manner, strictly in accordance with the instructions of the other party, solely to achieve the specific ends necessary within the scope of the commercial relationship.
8.4.2. The parties commit to disclose the Confidential Information only to their employees, collaborators, administrators, partners, directors, immediately involved representatives in the provision of the service. Confidential information shall only be disclosed to the extent necessary to perform the service, also ensuring, by means of a written agreement, that these Representatives respect the terms of this Commitment, keeping confidential the Confidential Information and not disclosing it to any third parties, with the Receiving Party being liable for any unauthorized use and disclosure of the Confidential Information by its Representatives.
8.4.3. Unless there is express authorization from the other party, neither party may transfer captured, edited, or raw material to third parties that are not part of the production and/or service delivery team, internet, or other type of media.
8.5. The Parties further undertake, on their own, their employees, administrators, partners, associates and any related parties, to exert their best efforts to protect the Confidential Information against any unauthorized disclosure.
8.6. The Parties, when receiving the information, commit not to use the confidential information they access for their own exclusive and/or unilateral benefit, present or future, or for the benefit of third parties.
8.7. At the end of the term of this Instrument, or at the written request of the other Party, all Confidential Information that is made available to the Counterparty due to this Commitment, along with all its tangible copies that have been produced, all notes, descriptions, summaries and materials involving or based on Confidential Information, must be destroyed or returned to the Disclosing Party, at its exclusive discretion, within a reasonable time required by it.
8.8. All Confidential Information that the Receiving Party has access to will remain the exclusive property of the Disclosing Party. Each Party accepts and agrees that it has no and will not have any rights over the Confidential Information of the other Party, being the respective Confidential Information exclusively owned by each of the Parties, in accordance with applicable law. No clause of this Instrument shall be interpreted as the assignment of any rights pertaining to the Confidential Information.
8.9. The finding of any violation of this Clause will subject the offending Party to pay compensation for the losses and damages it causes, without prejudice to the application of any civil or criminal sanctions provided for in Brazilian legislation.
9. DATA PROTECTION
9.1. ERATHOS and the CONTRACTOR recognize that, due to the object of this Term, they will carry out activities involving the processing of information related to identified or identifiable natural persons ("Personal Data") and declare that, in the context of fulfilling their contractual obligations, they will comply with all applicable legislation regarding such processing, including, but not limited to, Law No. 13.709/2018. To that end, ERATHOS and the CONTRACTOR will meet the applicable standards in their segment regarding the processing of personal data, ensuring that:
● They will seek all rights, consents and/or necessary authorizations required by the LGPD, and other applicable laws, to disclose, share and/or authorize the processing of personal data for the fulfillment of their contractual and/or legal obligations;
● They will not retain personal data that exceeds the purposes foreseen in this Term;
● They will inform and instruct their employees, service providers and/or third parties about the processing of personal data, observing all the conditions of this Term, including in the event that data owners have direct access to any system (online or not) for filling out information that may contain personal data, ensuring the privacy and confidentiality of personal data, and maintaining strict control over access to such data;
● They will not provide or share, under any circumstances, sensitive personal data of their employees, service providers and/or third parties, unless expressly requested by one Party to the other if the object of the Term justifies the receipt of such sensitive personal data, strictly for the purposes of compliance with applicable legislation;
● They will inform one Party to the other about any security incident within 48 (forty-eight) hours, counting from the moment they became aware, by any means, of the respective incident involving leakage, incident or unauthorized access of the data;
● They will alter, correct, delete, grant access, anonymize or carry out portability for third parties of personal data upon request from the requesting Party and ensure that all personal data being processed are accurate and up to date;
● They will irreversibly delete personal data retained in their records, upon request from the other Party or from data owners, at any time, unless determined by law or judicial order;
● They will implement security measures substantially in accordance with applicable industry standards, designed to ensure the security, confidentiality and integrity of personal data;
● They will collaborate with the other Party, upon request, in fulfilling the obligations to respond to requests and claims from persons and/or government authorities regarding personal data;
● At the end of this Term, processing will cease, including any use of personal data, and they will return to the other Party or destroy all personal data and all copies thereof, except if required to retain a copy of certain personal data strictly by law.
9.2. The Parties may only process the personal data to which they have access due to their assignments under the Term for the exclusive purpose of achieving purposes directly related to the execution of its object and fulfilling their contractual obligations, and processing personal data for any other purposes not expressly provided for in this Term is prohibited.
9.3. ERATHOS may not share any personal data processed under this Term with third parties, except as provided in Clause 10.7 below. However, the CONTRACTOR may authorize certain sharing with third parties when necessary for the fulfillment of the Term by ERATHOS, such authorizations must be made in writing and cannot be presumed. In such cases, the CONTRACTOR will be responsible for the necessary consent for ERATHOS to carry out any sharing of personal data.
9.4. ERATHOS and the CONTRACTOR undertake to apply technical and organizational measures for information security and corporate governance capable of protecting personal data processed under the Term. To that end, the parties declare and guarantee that they have measures, processes, controls and security and governance policies appropriate for the protection of personal data processed under this Term and compatible with applicable legislation, including, without limitation, adopting proper administrative, technical and physical safeguards to protect personal data against incidents of any nature.
9.5. The CONTRACTOR recognizes that no system, platform or application is absolutely immune to attacks and/or invasions by hackers and other malicious agents, and ERATHOS will not be responsible for any deletion, obtaining, use, or unauthorized disclosure of data resulting from attacks that ERATHOS could not reasonably avoid through its security standards and within the respect for the obligations here agreed upon.
9.6. Under this Term, ERATHOS acts as the data operator, and the CONTRACTOR acts as the data controller, both in accordance with art. 5 of the LGPD. Thus, ERATHOS processes the data according to the orders given by the CONTRACTOR, being responsible for the decisions regarding data processing exclusively of the CONTRACTOR.
9.7. The CONTRACTOR authorizes ERATHOS to subcontract third parties for the provision of services covered by this Term, with it being clear that the processing of personal data conducted by third parties will occur only within the limits of this Term.
10. JURISDICTION
10.1. We value the friendly resolution of any conflicts between ERATHOS and you, the CONTRACTOR. However, if it is necessary to resolve any type of controversy arising from these terms through the judicial route, you agree to opt for the jurisdiction of the District Court of Vitória, ES (TJES), regardless of any other, no matter how privileged it may be or may become.
11. NON-SOLICITATION
11.1. The CONTRACTOR expressly agrees not to hire any collaborator who is or has been part of ERATHOS's staff during the term of this instrument and for up to 24 (twenty-four) months after its termination, unless there is express consent from ERATHOS for such, under penalty of a contractual fine equivalent to 24 (twenty-four) salaries of the hired employee.
12. GENERAL PROVISIONS
12.1. The CONTRACTOR has no management over the place and time of the provision of ERATHOS's services, being free to choose the best time and place to perform the service, as long as the tasks and deadlines stipulated between the parties are fulfilled. Therefore, there is no type of subordinate relationship between ERATHOS and the CONTRACTOR.
12.1.1. The provision of the services described in this Term does not constitute any employment bond, and there is no responsibility of the CONTRACTOR in this regard.
12.2. Relevant communications for the execution of this Term, such as deadlines and specifications, must be made in writing through email or other type of electronic message to be agreed upon between the parties.
12.3. The CONTRACTOR allows the use of their image by ERATHOS on its website or in other communications referencing the partnership between the brands. The image should be used appropriately, and any damage should be compensated by ERATHOS.
12.4. The CONTRACTOR's adherence has effects from the acceptance of these Terms, and will remain valid as long as the chosen and contracted plan lasts, reserving the possibility of unjustified termination under the terms of Clause 6.4.
12.5. The parties agree that the non-compliance of any obligation that is tolerated, without the exercise of the respective penalty by the other party, will be understood as mere liberality or tolerance, not constituting precedent, novation, or alteration of what was agreed in this contract, thus remaining in effect, intact and enforceable all its clauses and conditions.
12.6. It is forbidden for the CONTRACTOR to transfer, in whole or in part, this contract to third parties, without prior written authorization from ERATHOS.
And being thus agreed upon by the Parties, the CONTRACTOR fully accepts the Terms of Use by clicking to accept this Adherence Term.