Terms
of Use and Privacy Policy
You
must click on the “Accept” button expressing agreement to all
terms provided herein in order that your Company, as represented by
you, is registered in any of our applications and may use our online
services.
Please
read carefully.
REGISTER
AND INTENTION - “You” (the Legal
Entity described in the specific Registration Form, represented
herein by its representatives by any title) agree that for your
Company to register in our site (www.nimbi.com.br
or www.nimbi.com.ar), in our applications or to use any of our online
services, you must click on the “Accept”
button below whereby you will be entering into a legally binding
agreement with Nimbi S.A.,
a closed capital corporation having its headquarters at Alameda
Vicente Pinzon, 51 – 6º andar – Vila Olímpia – São Paulo/SP,
enrolled in the Legal Entities’ National Roll of the Ministry of
Finance CNPJ/MF under nº 02.890.199/0001-04 or, for the markets of
Argentina, Uruguay, Paraguay and Chile, with Russell & Drexler
SA, sociedade anónima Argentina registered in the IGJ under no
1703537, and in AFIP under no CUIT 30.70790125.6, with registered
office at Av. Córdoba 535 Piso 1 Oficina C of the Autonomous City of
Buenos Aires, which is active in the above mentioned markets as an
agent of Nimbi S.A.
You
must use the Nimbi Platform only in representation of your company as
described in the relevant Registration Form. Using your account in
respect to the company’s affiliates or any third party is not
possible.
By
clicking on the “Accept” button you acknowledge having read and
understood the terms and conditions of these Terms of Use and Privacy
Policy herein and to be bound by all of its provisions. By clicking
on the “Accept” button you will also be agreeing to use
electronic signatures and acknowledging that your click on the
“Accept” button constitutes an electronic signature.
ABOUT
THESE Terms of Use and Privacy Policy -
We may change it to, for instance, reflect any changes in the Law or
changes in our Services. You must check the terms on a regular basis.
We shall post notices about changes to the Terms
of Use and Privacy Policy in this web
site. Changes shall not apply retroactively and shall be effective
not sooner than fifteen (15) days after publication. However, changes
in respect to new functionalities of a Service or changes made for
legal reasons shall be effective immediately. If you disagree to the
changed terms of a Service, you must discontinue the use of this
Service.
These
terms shall govern the relationship between NIMBI and you. They do
not create any rights for third parties.
In
the event that You do not fulfill these terms and we do not take
immediate action, this shall mean no waiver of any rights that we
might have (such as taking action in the future). In the event that
any provision of these terms is deemed unenforceable, this shall not
affect any other terms hereof. Should you need to contact us about
the provisions of these Terms of Use and Privacy Policy, please send
an email to atendimento@nimbi.com.br
or atencion@nimbi.com.ar for the markets of Argentina, Uruguay,
Paraguay and Chile
OUR
SERVICES - The Nimbi Platform consists
in an Internet based electronic system for virtual procurement that
is meant to act as a channel for the offer of goods and services
between you and companies that use the Nimbi Platform for such
purposes, as identified under an applicable Term of Adhesion
(“Services”).
You
acknowledge and agree that (i) the Nimbi Platform is a service that
allows users to publish content that shall be made available to the
Purchaser (any company that You do business with on the Nimbi
Platform), including, without limitation to it, content in respect to
tenders, offers and responses to requests (RFP - request for
proposals), but it is not a platform for virtual commerce
(e-commerce; (ii) NIMBI shall not mediate transactions of any nature;
(iii)no transaction shall be completed between You and Purchaser
through the Nimbi Platform; (iv) any supply of goods or services to
Purchaser, if applicable, shall be agreed to between Purchaser and
the respective users outside the Nimbi Platform environment; (v) no
flow of funds or contract entering shall happen within the Nimbi
Platform; (vi) NIMBI shall not be liable before the Purchaser or You
for any transaction originating from any relationship existing
between You and Purchaser, whether direct or indirect, nor shall it
be liable for negotiations performed between Purchaser and You, for
the delivery of products or services; as said negotiations are made
at the expense and risk of the Purchaser and You, which must protect
yourselves with all caution that is required, as well as NIMBI shall
not be liable for damages and/or losses resulting from negotiations
between Purchaser and You, for the origin and amount of products and
services, with all and exclusive liability falling upon You.
NIMBI
may make available to You support services (help desk), as described
under an applicable Term of Adhesion. The Term of Adhesion (if any)
and the Terms of Use and Privacy Policy must be read and construed
jointly and shall constitute the agreement between You and NIMBI. The
Terms of Use and Privacy Policy may be, but shall not forcibly be,
changed by the Term of Adhesion. In the event that there is conflict
between the Terms of Use and Privacy Policy and the Term of Adhesion,
the provisions of the Term of Adhesion shall prevail.
YOUR
ACCOUNT - An existing account shall be
required in order to use the online services of the Nimbi Platform.
Having an account means having a login and access password. To
protect your account on the Nimbi Platform you must keep your
password in secrecy. You are exclusively and entirely responsible for
all activities occurring under the Login(s), Username(s) and Access
Password(s) made available to you. We do not recommend that your
password be reused on third-party applications. In case you become
aware of any unauthorized use of your Account or password please
contact us immediately and take action to change it to ensure bigger
protection of your data.
You
cannot share your login and password with third parties. In the event
that You nevertheless share your login and password with third
parties, NIMBI shall be exempt from any liability in respect to the
information that is made available.
COMMERCIAL
USE OF OUR SERVICES - Upon registering
You acknowledge that you are the person that is legally responsible
for the use of our Services in the name of the legal entity that has
been registered and undertaking all liability over the relationship
of the legal entity represented by you in its connections and
relationships with third-party companies.
YOUR
CONTENT - Some of our online Services
allow You to send “Content” (which includes, without limitation,
personal information, company data, content or any other information
that You upload or publish on the Nimbi Platform, such as, without
limitation, tenders, offers, product or service descriptions and
price lists). You keep the ownership, including the intellectual
property, over the entire Content shared by You.
In
short, that which belongs to You shall remain with You.
The
Purchaser shall define the terms, conditions and requirements for any
opportunity that allows You to publish any Content. You shall be the
sole responsible person for each and any Content published by You and
for keeping those Contents updated on the Nimbi Platform.
You
shall have access to the Content that Purchaser decides to make
available to You on the Nimbi Platform, at the sole discretion of the
Purchaser.
When
You upload to the Nimbi Platform or in any way send Content to our
online Services, You expressly authorize NIMBI (and those that we
work with) to use, host, store, process, handle, reproduce, transfer,
analyze and perform such Content, provided that it is on an anonymous
basis, and does not contain any confidential information of the Final
User and does not allow the identification of the Final User in any
way whatsoever, pursuant to the provisions under item VIII, 7th
Article of Law no 12.965, of the 23rd
April, 2014, heretofore referred to as the “Civil Rights Framework
for Internet Use” or “MCI”.
The
rights resulting from this authorization to use are for the strict
purposes of the operation, promotion, development and improvement of
its Services, management of the performance of the Nimbi Platform,
negotiation and purchase decisions by Purchaser and any of its
affiliates, to generate reports for the Purchaser, planning and
analysis of procurement, reports, analytics, monitoring and
supervision of compliance to the applicable Law (“Purposes”).
You
hereby agree and consent to NIMBI having the right to grant access
and divulge the Content to any of its affiliates, to the Purchaser,
Purchaser’s affiliates, and to third parties that are contracted by
NIMBI for the Purposes, and that it shall be entitled to transfer and
export any Contents to any third party in any country, exclusively
for the Purposes, and subject to the confidentiality obligations
provided for under these Terms. Make sure that You have the necessary
rights to authorize us to use any Content that You send to our
Services. This is valid as much for your personal information as for
the information of the company represented by You.
Notwithstanding
the foregoing, NIMBI shall be entitled to process and use the
anonymized data or in aggregate form for any purpose that it deems
desirable, provided that such data does not contain any of your
confidential information and do not allow our identification in any
way whatsoever.
You
acknowledge and agree that NIMBI does not have control over the
transmission of data over the Internet or public telecommunication
networks and that, therefore, the obligations of NIMBI provided for
under these Terms of Use and Privacy Policy and in the respective
Registration Forms shall not apply to the Contents that are in
transit through such networks.
YOUR
RIGHTS - It is important that You abide
by the rules under these Terms of Use and Privacy Policy that are
made available on the Nimbi Platform website.
Subject
to You fulfilling all of your obligations provided for under these
Terms of Use and Privacy Policy including, among others, those in
respect to the topic “What You must and must not do”, NIMBI
grants to You the limited, revocable, nonexclusive, non-transferrable
and not subject to sublicensing right to access and use the Services,
as long as your registration on the Nimbi Platform lasts. For the
purposes of these Terms of Use and Privacy Policy, this right shall
not extend to any affiliate of the legal entity represented by You.
We
reserve to ourselves all rights that are not expressly granted under
these Terms of Use and Privacy Policy including, without limitation,
ownership rights, intellectual property rights, moral rights,
copyrights and all the other rights in respect to the Nimbi Platform
and to the related items, including each and every copy made on the
Nimbi Platform website.
You
may neither copy, modify, distribute, sell or rent any part of our
Services or the included software nor may perform any reverse
engineering or attempt to extract the source code of this software.
The
use of the online services of the Nimbi Platform does not confer upon
Your ownership of the intellectual property rights over the
applications, functionalities, copyrights, patents, designs,
trademarks, components or contents that You access in our solutions.
These terms do not confer upon You the right to use any trademarks or
logotypes in respect to the Nimbi Platform, to NIMBI or any of its
members.
YOUR
OBLIGATIONS - What You MUST and MUST NOT do:
WHAT
YOU MUST
DO:
Abide
by all the applicable laws including, among others, the MCI, privacy
laws, intellectual property laws, tax laws and regulatory
requirements;
Provide
accurate information to the Nimbi Platform and update it whenever
required to do so;
Abide
by these Terms of Use and Privacy Policy;
Fulfill the instructions contained in the notices
sent to You by the Nimbi Platform about the Services;
Use
the Services in an ethical way and only for its internal commercial
purposes; and
Use
your true name (including also the entire corporate name of the
Company represented by You) in your profile.
WHAT
YOU MUST NOT
DO:
Act
dishonestly or in an unethical manner by publishing inappropriate or
inaccurate Contents on the Nimbi Platform;
Publish
inaccurate information in the fields indicated in the profile form.
Cause
damages that generate losses to another legal entity, including by
sending undesired information through the network, using the Nimbi
Platform;
Add,
publish, send email, transmit or in any other way make available or
introduce any Content that:
Informs
or falsely impersonates or in any other way inadequately represents
your identity, as the legal representative of your company,
including, among others, a false description of the Services
rendered, or products sold by your company;
Is,
in the whole or partly, illegal, defamatory, abusive or in any
other way questionable;
Adds
a content to a field that is not designated for it (for instance,
inserting a telephone number in the “address” field, or
includes telephone numbers, email addresses, postal addresses or
any personally identifiable information for which there is no
specific field provided by the site);
Includes
information that You do not have the right to divulge or make
available lawfully or in accordance with contractual or fiduciary
relationships (such as privileged information or confidential and
private information known or divulged as a result of confidence
agreements);
Infringes
on patents, trademarks, trade secrets, copyrights or other
intellectual property rights of third parties;
Includes
any unsolicited or unauthorized advertising, promotional materials,
undesired mail, spam, chains and pyramid schemes, or any other form
of enticement. This prohibition includes, without limitation, using
the site to send unsolicited promotional messages to the company’s
contacts in the network, without their permission;
Contains
software viruses, worms or any other code, file or computer
software that interrupts, destroys or limits the functionality of
any computer software or hardware or the telecommunication
equipment belonging to the website or to any website user;
Falsifies
or manipulates identifiers to mask the origin of any communication
transmitted through the Services;
Duplicate,
license, sublicense, publish, broadcast, transmit, distribute,
perform, show, sell, reformulate the trademark or in any manner
transfer information found on the Nimbi Platform (including content
registered/inserted by You), except as permitted under these Terms
of Use and Privacy Policy;
Make
reverse engineering, dismantle, decrypt or in any other way try to
copy the source code of any underlying intellectual property used on
the Nimbi Platform, or any part thereof;
Use
information, content or any data visualized or obtained by You on
the Nimbi Platform website to render any service to any competitor
of NIMBI;
Insinuate
or state, either directly or indirectly, that You are an
attorney-in-fact or representative of NIMBI, unless you have the
proof documents of the legal relationship declared;
Rent,
lease, lend, negotiate, sell/resell, license, sublicense, transfer,
assign, distribute, commercially exploit, or in any other way make
available to any other third party the Nimbi Platform or access to
the Nimbi Platform or any information contained therein, or its
equivalent, in the whole or in part, including by means of a hosted
job, multiple user rights or multiple access arrangements, time
sharing, accumulation, outsourcing, for the purposes of a help desk
or similar, except for the benefit of your trade operations;
Remove
any copyright notices, trademark or any other property right
contained on the Nimbi Platform;
Remove,
cover or otherwise hide any advertisement contained on the Nimbi
Platform;
Collect,
use, copy or transfer any information, except those expressly
permitted under these Terms of Use and Privacy Policy or pursuant to
an express authorization of the company that owns the information;
Share
information of non-users of the Nimbi Platform, without their
express consent;
Infringe
or use the Nimbi Platform brand, brand logos or trademarks belonging
to NIMBI or to any of its members or licensors, except if expressly
permitted to do so by NIMBI;
Use
software, devices, bot scripts or other means or processes, either
manual or automated, to access, capture, probe or spy on any web
pages or other services contained on the Nimbi Platform;
Access
the Nimbi Platform by automated means or processes to monitor the
availability, performance or functionality of the Platform, for any
competition purposes;
Get
involved in “framing”, “mirroring” activities or by any
other means to simulate the look or functionality of the Nimbi
Platform website
Try
to access or effectively access the website (Nimbi Platform) by any
means that is not authorized by NIMBI or through the interfaces
provided by the website, such as the cellphone applications or web
browsing to the web site http://www.nimbi.com.br or
http://www.nimbi.com.ar or for the markets of Argentina, Uruguay,
Paraguay and Chile with a web browser. This prohibition includes
accessing or trying to access the Nimbi Platform website by means of
any service provided by third parties, including by other platforms
of the “software-as-a-service” type.
Attempt
to or effectively neutralize any safety component that is included
or underlying the Nimbi Platform;
Participate
in any actions that may directly or indirectly interfere in the
operation of the Nimbi Platform’s infrastructure or that overload
it beyond reasonable limits, including, without limitation, trying
to obtain unauthorized access to the web site or transmitting or
activating computer viruses by means of the Nimbi Platform or
thereon;
Interfere,
interrupt or attack the site or Services of the Nimbi Platform
including, without limitation, any servers or networks connected to
the site.
COMPLAINTS
ABOUT CONTENT PUBLISHED ON THE NIMBI PLATFORM -
We have created the Nimbi Platform to change the way companies get
connected and do business. To reach this goal we have several
applications and online services marketed in the SaaS (software as a
service) model. For those Services to function properly, it is
required that You share only true and accurate information. We also
respect the intellectual property rights of third parties. Therefore,
these Terms require that the information registered/inserted by You
and your Content are always accurate and do not breach on
intellectual property rights or any other rights belonging to third
parties.
NIMBI
shall have the right to remove any Content or information published
by You that, at NIMBI’s reasonable discretion, may be likely to
violate the applicable law, the rights of any third party or the
terms and conditions provided for hereunder, or to comply with the
applicable law or valid court order or administrative order, without
prejudice to NIMBI’s rights and appeals available under these Terms
of Use and Privacy Policy and the applicable law.
NIMBI
shall use commercially reasonable efforts to notify You about the
removal of any information, except where prohibited to do so by law
or court order. You now acknowledge and agree that under no
circumstance NIMBI shall be required to monitor or to analyze the
content of each information published by You. To submit a complaint,
please send an email to atendimento@nimbi.com.br
or atencion@nimbi.com.ar
for the markets of Argentina, Uruguay, Paraguay and Chile
Privacy
Policy - NIMBI is committed to raising
the awareness of the network Users in respect to their information
that is collected and used to provide a better navigation experience
on the Nimbi network.
Nimbi
network’s Privacy Policy is in accordance with the provisions under
Law no 12.965 of April 23rd,
2014, heretofore referred to as the Civil Rights Framework for
Internet Use” or “MCI” and committed to protecting the privacy
and confidentiality of the data and personal information of its
Users.
USERS’
INFORMATION - In order to perfect our
services and continuously improve your browsing experience on the
Nimbi network website, we collect our Users’ Personal Information.
“Personal Information” means any information about a single
person that is identified or identifiable (“information owner”);
an identifiable single person is someone that can be identified,
directly or indirectly, particularly in reference to an identifier,
such as a name, an identification number, location data, an online
identifier or one or more specific factor of the physical,
physiological, genetic, mental, economic, cultural or social identity
of this natural person.
Registration
information: Many of our services require that You are registered
with a user’s account. Upon registration the User, as provided for
under item IX of Article 7 of the MCI expressly consents to the
collection, use, storage and handling of his Personal Information and
other user’s data.
User
shall provide us with both Personal Information and data about his
company, such as: its company’s corporate name, the trade name of
his company, the name, surname, Identification Card (“RG”) and
Natural Person Taxpayer’s Roll numbers of the contact natural
person (legal representative) for the company, the city and state
taxpayer’s roll numbers of your company, corporate email address,
corporate headquarters address of the company and billing address,
contact telephone number, National Roll of Legal Entity Taxpayers
(“CNPJ”) number, password, among other items that are required
for the Services to be rendered.
You
may opt not to provide some information, but it is likely that your
browsing experience on our site will not have all of the features
that are offered.
For
the duration of the relationship between User and NIMBI, or within
thirty (30) days after its termination, User may request at any time
the final exclusion of Personal Information that he has provided, by
sending an email to atendimento@nimbi.com.br
or atencion@nimbi.com.ar
for the markets of Argentina, Uruguay, Paraguay and Chile, with
exception to the hypotheses of mandatory keeping of information that
are provided for under applicable law.
After
the exclusion of Personal Information, if required for continuing
Services, NIMBI may require the supply of new Personal Information in
order to keep on providing Services.
The
exclusion of user data that are not Personal Information, as well as
the exclusion of Personal Data by NIMBI if there is no previous
request for exclusion by the User, shall be governed by the Terms of
Use and Privacy Policy.
Other
sources: We may collect specific information from mobile devices that
access the Nimbi Platform website.
Furthermore,
we store some information that we receive automatically every time
the User interacts with our website. Internet Protocol (IP), browser
type and web pages visualized on our site are some examples of this
collection, which is performed by using cookies.
Cookies
are identification of interaction with our website or our
advertisements that are transferred to the User device for the
purpose of recognizing it in the next browsing.
We
use cookies to provide a better experience on our website and to make
possible personalized features, such as recommendation of specific
Services, advertisements and additional information about items of
User’s interest.
Users
may disable the saving of cookies in their browser, delete them and
manage their use by means of the configuration of the web browser
used to access the Nimbi network at any time.
All
information collected through the Nimbi network website are stored
and protected in secrecy by NIMBI.
The
only exceptions are provided for under the “Sharing of Information”
section.
CLIENT
CONTROL - You are free to choose which
information you want to provide to NIMBI; however, such
pieces of information are essential for the
completion of the acquisition of the Services and a better browsing
experience on Nimbi network’s website.
Upon
registering and filling in his/her name and email address, User is
accepting to receive alerts and hangs that happen within the Nimbi
network and commercial communications. You may revoke your consent to
receive commercial communications any time.
The
most used Internet browsers enable the User to manage the use of
cookies in his/her machine. We recommend keeping the saving of
cookies on. That way, all customized navigation features offered by
the Nimbi network website can be explored but, in case User
disagrees, this functionality can be disabled.
Updating
and giving the correct of data to the Nimbi network website upon
registration is the sole responsibility of the User. If desired,
client may cancel his registration sending an email to
atendimento@nimbi.com.br
or atencion@nimbi.com.ar
for the markets of Argentina, Uruguay, Paraguay and Chile.
Due
to the constant evolution of the business model, NIMBI reserves
itself the right to change this privacy policy any time, by
publishing the updated version on the address www.nimbi.com.br
or other associated addresses.
User
may ask questions any time about our privacy policy through the email
atendimento@nimbi.com.br, or by contacting us at the address: Alameda
Vicente Pinzon, 51 – 6º andar – Vila Olímpia – São Paulo/SP.
For the markets of Argentina, Uruguay, Paraguay and Chile please send
an email to atencion@nimbi.com.ar or contact us at the address Av.
Córdoba 535 Piso 1 Oficina C de la Ciudad Autónoma de Buenos Aires.
INFORMATION
SECURITY - NIMBI warns Nimbi network
users to protect their information against unauthorized access to
their computers, accounts or passwords. You must always make sure to
click on “exit” upon termination of your browsing in a shared
computer.
NIMBI
informs all Users that it will never send electronic messages for the
installation of software in the computer of its Users.
To
maintain safety and protection of the Users’ information on the
network’s website NIMBI uses adequate and reasonable measures, such
as Communication Protocol (https) and an SSL method to encrypt all
types of communication performed between User and the applications of
the Nimbi network. Cryptography methods may be replaced any time by
other methods such as AES - Advanced Encryption Standard; DES - Data
Encryption Standard; TLS - Transport Layer Security; SSL - Secure
Sockets Layer; RSA - RSA Data Security, Inc; MD5 - Message Digest
algorithm 5; GCM - Galios/Counter Mode; SHA - Secure Hash Algorithm.
Applications
of the Nimbi network are hosted in data centers with the Security
Certifications ISO 9001, ISO 27001, ISO 27001 Smart Cloud Enterprise,
ISO 20000, SOC 1, SOC 2 and SOC 3.
INFORMATION
SHARING - The safety and secrecy of our
Users’ information are very important for the Nimbi network. The
registration information supplied by Users of the Nimbi network are
protected by these Terms and NIMBI keeps its commitment to the
secrecy for the information of its Users, with the provision of some
exceptions according to the law or in given situations.
Sharing
of information becomes necessary in some situations. In continuation,
we mention examples of information sharing:
· New
businesses: In the ongoing development of our business, projects for
the acquisition and merger of companies, subsidiaries and other
businesses may occur. In this transfer of businesses, information
about their respective Users are also transferred, but nevertheless,
the privacy policy shall be kept in place, and the information shall
be kept within the Nimbi network environment.
· Legal
Provision or Court Order: NIMBI may share information, in the event
that it is mandated by law or court order through notifications,
subpoenas or court official letters.
· With
the authorization of the client: In all other cases, if there is a
necessity to share information we shall send a notification to the
User requesting his approval or rejection.
· Information
Sharing between Users over the network: The information that is
freely shared between Users (“companies” or “legal entities”
over the network are of their responsibility. The secrecy of this
information within the Nimbi network is protected during its transit,
however at a time that precedes or is subsequent to that transit,
this information is not protected by the secrecy commitment that
NIMBI undertakes under this Privacy Policy with its Users.
· Sharing
of data for statistical purposes: Pursuant to the provisions under
item VIII of Article 7 of MCI it has been made clear that data
collected from Users may be used to prepare statistical reports,
without any identification or individuation of its origin.
· By
User’s request: If the User so requests, it will be possible to
extract his personal information, for the purposes of migration to
another company, in a format that allows said migration.
Contact
of the Person Responsible for Data Protection -
Address: Alameda Vicente Pinzon, 51 – 6º andar – Vila Olimpia –
São Paulo/SP
ELEGIBILITY
FOR THE SERVICES - To fulfill the
Criteria for using the Service, You shall have to meet the
requirements below, and represent and assure that You: (1) are above
the “Minimum Age” (full age provided for under law); (2) have no
restriction to use any of the Services and are not barred or
prevented from having an account on the Nimbi Platform; (3) will use
your true name and shall provide only accurate information on the
Nimbi Platform; (4) have the full power and authority to enter into
this agreement herein by accepting these Terms of Use and Privacy
Policy and, on doing so, shall not violate any other agreement that
You or NIMBI and its members are parts of; (5) shall not infringe
upon any right of NIMBI, of its members or third parties, including
intellectual property rights, such as copyrights or trademarks; and
(6) agree to provide at your own expense all of the equipment,
hardware, software and internet access that are required to use the
Services; (7) are aware that some of the practices that breach the
provisions comprised herein may fulfill the legal description of
crimes and/or result in your civil liability. Minimum Age shall mean
eighteen (18) years for Brazil and the lawful age indicated under the
law of each country.
By
agreeing to our terms, You automatically assure us that all
information provided is truthful and that You fulfill all
pre-requirements for us to work together.
YOUR
SIGNATURE - The profile that You create
on the Platform website shall become a part of the website. You
hereby agree to: (1) keep your password secure and in secrecy; (2)
not allow other people to use our account; (3) not to use the account
of other users; (4) not to sell, negotiate or in any other way
transfer your account on the Nimbi Platform to any other person/user;
and (5) not charging anyone for the access to the Nimbi Platform or
to any information thereon.
Furthermore,
You shall be responsible for anything that happens by means of your
account until You terminate it or prove that the security of your
account has been compromised by any reasons other than by your own
fault. To terminate your account, please send an email to
atendimento@nimbi.com.br
or atencion@nimbi.com.ar
for the markets of Argentina, Uruguay, Paraguay and Chile.
COMPENSATION
AND PAYMENT METHOD - For the online
Services used on the Nimbi Platform, You must pay NIMBI the amount of
the respective plan chosen according to the periodicity defined among
the payment options available on the Nimbi Platform, upon contracting
it, in the Term of Adhesion for each specific Purchaser.
In
case You decide to have access to more services within the Nimbi
Platform, You will have to pay NIMBI the amount for the contracted
plan, according to the periodicity defined among the payment options
in the Term of Adhesion for the service or for the Purchaser.
Failure
to pay any undisputed amounts due hereunder on the set dates for
their maturity shall imply in the suspension of access to the
Services, according to the conditions set in the respective Term of
Adhesion for the corresponding Purchaser, until the pending
financial issues are remedied.
In
the event of any suspension of your right to access or to use any
portion or the totality of the Nimbi Platform, You shall remain
liable for all undisputed fees and charges incurred in the period
preceding the suspension date.
In
case the suspension lasts for a period longer than thirty (30) days,
your account on the Nimbi Platform may be cancelled, except if
otherwise determined under a respective Term of Adhesion for the
corresponding Purchaser. Be so advised that You may cancel or suspend
your account according to the conditions set herein.
OUR
RIGHTS AND OBLIGATIONS
1.
AVAILABILITY OF SERVICES. As long as the Nimbi Platform offers the
Service, NIMBI reserves itself the right, at its sole discretion, to
update, improve and expand he Services. Any change, modification or
interruption occurred on the Nimbi Platform, in the whole or partly,
as well as any change and modification in prices for the Services for
You and all of our users shall be published on the Nimbi Platform
website or communicated directly to You, upon which it will enter
into force.
2.
DISCLOSURE OF USER’S INFORMATION. You acknowledge, consent and
agree that we may access, process, keep and disclose your
registration information and any other information provided by You,
pursuant to the terms of the Privacy Policy, or if so required by law
or by court order, to: (1) fulfill a legal procedure including, among
others, court orders, summons, service of processes, notifications or
other mandatory disclosures; (2) enforce these Terms; (3) respond to
lawsuits for violation of third party rights, whether the third party
is or is not an User, a natural person, a legal entity or a
government body; (4) answer queries from customer service bodies; or
(5) protect the rights, property or safety of the Nimbi Platform, of
our users or of the general public. Disclosure of users’
information to third parties, except those that are strictly required
for servicing the Purchaser, for the administration of these Terms or
fulfillment of legal requirements is set forth in the Privacy Policy
and is in compliance with the MCI.
3.
CONNECTIONS AND INTERACTIONS WITH OTHER USERS. You shall be the
solely responsible for your interactions with other users.
INTELLECTUAL
PROPERTY NOTICES - Our Services include
copyrights, moral rights and the intellectual property rights of
NIMBI’s, its members or licensors, it being ascertained that,
except for the limited rights of access and use granted to You, NIMBI
reserves itself all of its intellectual property rights over the
Nimbi Platform. The web, the logotype
marks of the Nimbi Platform and other trademarks, service marks,
service marks, graphics and logotype marks used on the Nimbi Platform
and in any Services are registered trademarks of NIMBI’s or its
licensors. No Party may use any trademark, name, service mark or
logotype mark owned by another party or by other users, except if
previously authorized in writing by the respective party or by the
respective user, as applicable, with the exception that You hereby
authorize NIMBI to use your name and logotype mark to indicate that
You are an User of the Nimbi Platform.
CONFIDENTIALITY
- As used in these Terms of Use and
Privacy Policy, the term “Confidential Information” means all
confidential and proprietary information of a party (“Disclosing
Party”) disclosed to the other party (“Receiving Party”),
orally or in writing, which is designated as confidential or that
must be reasonably deemed as confidential taking into account the
nature of the information and the circumstances of disclosure,
including the terms and conditions of these Terms of Use and Privacy
Policy, the Nimbi Platform, technological and technical information,
and Content.
Confidential
Information shall not include any information that: (i) is or becomes
of general public knowledge without breach of any obligation to the
Disclosing Party; (ii) was known by the Receiving Party before the
disclosure by the Disclosing Party without breach of any obligation
to the Disclosing Party; (iii) has been independently developed by
the Receiving Party without breach of any obligation to the
Disclosing Party; or (iv) is received from a third party without
breach of any obligation to the Disclosing Party.
The
Receiving Party shall not disclose or use any Confidential
Information of the Disclosing Party for any purpose that is alien to
the scope of these Terms of Use, except if previously authorized to
do so by the Disclosing Party in writing.
Notwithstanding
the foregoing, You from now on acknowledge and agree that the
Purchaser and its affiliates and third parties contracted by the
Purchaser may access, use and process each and every Content and each
and every Confidential Information that is published by You on the
Nimbi Platform, it being agreed that this shall not imply in any
breach of the confidentiality obligations set forth under this
clause.
Each
Party agrees to protect the Confidential Information of the other
Party in the same manner that it protects the confidentiality of the
confidential information of the same nature that it owns (but in no
other case employing less than the level of care that is reasonable).
If
the Receiving Party is forced by law, regulation, court order or by
other competent public authority, to disclose Confidential
Information of the Disclosing Party, it shall notify the Disclosing
Party immediately about such mandatory disclosure (to the extent that
the law permits it to do so) in order to allow the Disclosing Party
to seek or obtain a court order or any other remedy before the
competent authority so as to prevent the disclosure. The Receiving
Party also agrees to provide, at its own expense, reasonable
assistance to the Disclosing Party in the event that the Disclosing
Party intends to challenge the disclosure. In the hypothesis that the
Disclosing Party is not successful in its challenge of the disclosure
of the Confidential Information, the Receiving Party undertakes the
commitment to disclose only that portion of the Confidential
Information that it is legally bound to disclose. If the Receiving
Party discloses or uses (or threatens to disclose or use) any
Confidential Information of the Disclosing Party in breach of the
confidentiality protections hereunder, the Disclosing Party shall be
entitled, additionally to any other remedy that is available, to seek
injunctive relief or similar caveats to prevent such acts.
DISCLAIMER
- NIMBI shall not be responsible and it
neither represents nor offers any guarantee or condition as to the
delivery of any messages (such as publication of transmission of
content generated by any other user) sent on the Nimbi Platform
website to anybody. NIMBI is under no obligation to verify the
identity of the persons that hire its Services nor shall it have any
obligation to monitor the use of the online Services of the Nimbi
Platform by other users. Therefore, NIMBY disclaims all
responsibility for identity theft or by any other undue use of your
identity or your information by other persons.
YOU
ACKNOWLEDGE AND AGREE THAT THE STATE OF THE ART DOES NOT ALLOW THE
DEVELOPMENT OF A PLATFORM THAT IS ERROR FREE. THEREFORE, YOU
ACKNOWLEDGE AND AGREE THAT UPON AGREEING TO THIS TERM OF USE YOU ARE
TAKING INTO ACCOUNT THE RISKS INVOLVED IN THIS TRANSACTION. FOR THIS
REASON, NIMBI DOES NOT GUARANTEE THAT THE SERVICES OFFERED BY THE
NIMBI PLATFORM SHALL WORK WITHOUT INTERRUPTIONS OR FLAWS, NOR THAT
THE NIMBI PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
NO WARRANTY OR CONDITION IR MADE IN RESPECT TO THE RESULTS TO BE
OBTAINED FROM THE USE OF THE PLATFORM.
Operation
of the Services and access to the Nimbi Platform may be interrupted
any time (i) due to reasons of maintenance, updates or problems in
the system or in the Nimbi Platform, (ii) if NIMBI deems it necessary
or desirable for preservation or improvement of the performance of
the Nimbi Platform by any reason, whether attributable to You or not,
including, without limitation, in the event of service denial attacks
(DoS), (iii) in case NIMBI is required by law to do so. NIMBI
DISCLAIMS ALL LIABILITYFOR DAMAGES CAUSED BY ANY OPERATIONAL
INTERRUPTION OR FAILURE. FURTHERMORE, NIMBI DISCLAIMS ALL LIABILITY
FOR ANY MALFUNCTION, IMPOSSIBILITY TO ACCESS OR INAPPROPRIATE
CONDITIONS FOR NIMBI PLATFORM USE DUE TO (A) UNSUITABLE EQUIPMENT,
(B) PROBLEMS ASSOCIATED WITH THE INTERNET SERVICE PROVIDER, (C)
SATURATION OF THE INTERNET NETWORK, (D) USE OF THE NIMBI PLATFORM IN
BREACH OF THESE TERMS OF USE AND PRIVACY POLICY, (E) FAULTS IN GOODS
OWNED BY YOU THAT IMPACT THE NIMBI PLATFORM, (F) ANY BREACH BY YOU OF
YOUR OBLIGATIONS UNDER THESE TERMS OF USE AND PRIVACY POLICY THAT IS
THE DIRECT CAUSE OF THE PROBLEM , (G) FLAWS CAUSED BY SOFTWARE OR
HARDWARE OF THIRD PARTIES OR BY CONFIGURATIONS OF SUCH PROGRAMS OR
EQUIPMENT (FOR INSTANCE, ITS FIREWALL CONFIGURATIONS THAT ARE
BLOCKING TRAFFIC OF DATA) THAT ARE NOT SUPPLIED BY NIMBI AND (E) BY
ANY OTHER REASON. MOREOVER, NIMBI DISCLAIMS ALL LIABILITY FOR FAILURE
IN OPERATION, OPERATION BY UNAUTHORIZED PERSONS OR ANY OTHER CAUSE
WHERE THERE IS NO FAULT ON NIMBI’S PART.
Nimbi
disclaims liability for problems defined as “Acts of God” or
“Force Majeure” contemplated under Article 393 of the Brazilian
Civil Code. Neither shall Nimbi also be liable for personal damages
nor for incidental, special, indirect or consequential damages
including, without limitation, damages due to loss of profit, moral
damages, revenue loss, corruption or loss of data, data transmission
or reception failure, financial losses, indirect, special,
consequential, exemplary or punitive damages, discontinuation of
business or any other trade loss or damage (including by any illicit
or otherwise undue action or omission), resulting or related to your
use or inability to use the Services or applications of the Nimbi
Platform, by any other means.
INDEMNIFICATION
- You hereby agree to indemnify and
exempt NIMBI from all damages, losses and charges (including among
others: lawyers’ or legal fees or costs) in connection with all
civil or criminal lawsuits files by third parties, that are caused:
(1) by your failure to comply with these Terms herein, including,
among others, publication of content that violates third party rights
or the applicable law; (2) by any content submitted by You to the
Services; and (3) by any illicit action in which You get involved on
or through the Nimbi network website.
LIMITATION
OF LIABILITY - The liability for any
claim related to the discussion of or challenge to the Terms of Use
and Privacy Policy of the Nimbi network website, inclusively any
implicit warranties or conditions, including, without limitation,
ownership or non-infringement warranties, and any implicit
representation, warranty or conditions of suitability to a purpose
and marketable quality, and those resulting from the course of
business and trade custom, shall be limited to the amount that You
have paid NIMBI to use the Services. Neither NIMBI nor any of our
subsidiaries, affiliated companies, and employees, shareholders or
Counselors shall be liable , cumulatively, for: (a) any damages in
excess of the amount that You have paid for a Service, or (b) any
indirect or emerging, punitive or consequential damages or loss of
use, profit, revenue or data suffered by You or by any third party as
a result of the use of the Service, of any Platform Application or of
any content or other materials appearing on the website, accessed by
means of the website or downloaded from the Nimbi network website.
This
limitation of liability is a fundamental component of the negotiation
between the parties and without it the terms and prices charged would
be different. The provisions under this section shall:
· Be applicable independently of (1) you having
based your claim on an agreement, tort, legislation or other legal
theory, (2) we knowing or being obliged to know about the possibility
of damages, or (3) the limited appeals provided for hereunder having
failed on its main purposes; and
· Not apply, in case You have entered into a Term
of Adhesion (an agreement that may be executed with You to service a
particular Purchaser) with a separate limitation of liability
provision that replaces this section in respect to those services.
HOW
TO CHANGE OUR SERVICES - We are
constantly modifying and improving our Services. We may include or
remove functionalities or features and may also suspend or terminate
entire functionalities of the Service. NIMBI may also include or
create new limitations to the Services any time.
UNDUE
USE OF THE SERVICES - Except if
regulated and/or provided otherwise in the Term of Adhesion, NIMBI
may restrict, suspend or cancel the account of any User that abuses
or misuses the online services of the Nimbi Platform. Misusing the
Services includes violating any intellectual or moral rights,
violating the provisions under the topic “What You Must and Must
Not Do” or any other behavior that NIMBI, at its sole discretion,
considers being in opposition to its purpose.
TERM
- These Terms of Use and Privacy Policy
shall enter into force as of the date You accept these Terms of Use
and Privacy Policy for the first time by clicking on the “Accept”
button below, for an indefinite term, and shall be effective until it
is terminated as provided for in continuation.
TERMINATION
- Except if regulated and/or provided
for otherwise in the Term of Adhesion of a specific User, any Party
may terminate these Terms of Use and Privacy Policy and/or the Term
of Adhesion of a specific Purchaser any time, for any reason, upon
previous notice to the other Party with at least sixty (60) days in
advance.
Except
if regulated and/or provided for otherwise in the Term of Adhesion of
a specific Purchaser,
NIMBI
may, at its sole discretion, terminate any Term of Adhesion of a
specific Purchaser under these Terms of Use and Privacy Policy upon
notification to You, which shall be effective immediately in the
event of expiration or termination of the Terms of Use and Privacy
Policy between NIMBI and the respective Purchaser, for any reason,
without any liability incurred by NIMBI and without causing any
impact to the validity of the Terms of Adhesion of other Purchasers,
if any.
Except
if regulated and/or provided for otherwise in the Term of Adhesion of
a specific Purchaser, any party may terminate these Terms of Use and
Privacy Policy or any other specific Term of Adhesion in the event of
a breach by the other party of any term or condition under these
Terms of Use and Privacy Policy or specific Term of Adhesion that is
not remedied within thirty (30) days from the date of receipt of the
notification sent by the party that is compliant with the Terms of
Use and Privacy or specific Term of Adhesion. The termination of a
specific Term of Adhesion of a Purchaser shall neither affect the
validity of any other specific Terms of Adhesion of a Purchaser nor
of the Terms of Use and Privacy Policy that shall be then in force.
The termination of these Terms of Use and Privacy Policy shall
automatically entail the termination of all specific Terms of
Adhesion of a Purchaser then in force.
In
addition to all other rights and appeals available under these Terms
of Use and Privacy Policy or under law, any party may terminate these
Terms of Use and Privacy Policy totally, but not partially, in the
hypothesis that: (a) the other party makes an assignment to the
benefit of creditors or a proposal or arrangement under any
bankruptcy or insolvency law, or has its bankruptcy petition ruled or
declared or still, in case it enters into a court-sanctioned
arrangement with creditors in such terms that prevent the fulfilment
of its obligations hereunder, or begins any proceeding seeking
assistance or protection under any bankruptcy or insolvency law that
is applicable ; (b) the other party becomes subject to a dissolution
or winding up petition that is not repealed within five (5) business
days or there is a deliberation for its dissolution or winding up;
(c) a trustee, guardian or receiver is assigned by any court ruling
to manage the other portion or a substantial portion of its assets;
or (d) any lawsuit is filed in court by or against the other party
according to any bankruptcy law or any law for the protection of
debtor’s rights, and such lawsuit is not rejected for sixty (60)
days from its beginning.
Notwithstanding
the foregoing, NIMBI shall be entitled to cancel your access to the
webpage of any given Purchaser on the Nimbi Platform in the
hypothesis that the Purchaser sends a notice in writing to NIMBI
requesting that it excludes You from the webpage of that Purchaser on
the Nimbi Platform.
The
termination of these Terms of Use and Privacy Policy shall not
prevent any party to seek any other appeals available to it and shall
not exempt You from your liability to pay all fees incurred prior to
the termination.
Upon
termination or expiration of these Terms of Use and Privacy Policy
for any cause, your access to the NIMBI Platform shall be immediately
interrupted, exception made to the access to your Contents, which
shall be made available for downloading purposes by NIMBI for a
period of thirty (30) days, after which NIMBI shall have the right to
delete or destroy any of your Contents, except for any data whose
keeping by NIMBI is required in order to comply with the applicable
law.
The
failure to comply with the liabilities undertaken hereunder shall not
be a valid cause for contractual termination if resulting from facts
that are beyond the control of the parties, such as those that
configure the acts of God and force majeure provided for under
Article 393 of the Brazilian Civil Code.
GENERAL
PROVISIONS
SEVERABILITY
OF CONTRACTUAL CLAUSES
If
a judge, court or arbiter determines a clause of these Terms of Use
and Privacy Policy as invalid, void, voidable or unenforceable, the
validity, lawfulness and enforceability of the other provisions under
these Terms of Use and Privacy Policy shall not be affected.
NOTIFICATIONS
AND SERVICE OF PROCESS
Except
for notices in respect to breach or termination of contract, whenever
a notification is required or permitted under these Terms of Use and
Privacy Policy, it may be given through the communication channels
available on the Nimbi Platform, and shall be considered as delivered
on the date that the message is read by the other party.
To
contact us, please click here.
In
respect to notices related to contractual breach or termination, such
notices shall be considered as delivered if sent by registered mail,
express, pre-paid, with receipt notice five (5) days after it is
posted or, if sent by email, within three (3) business days from the
date that it is sent, addressed to the party to be notified as
follows
If
to NIMBI
Att:
Legal Department (“Departamento Jurídico”)
Address:
Alameda Vicente Pinzon, 51 – conjunto 601 – Vila Olimpia – São
Paulo/SP – CEP 04547-130
Email:
jurídico@nimbi.com.br
If
to You, according to the data indicated in your registration, or any
other address that is provided in writing.
All
notices that You deliver and that are not compliant with the terms
under this section shall be devoid of legal effects.
ENTIRE
AGREEMENT
You
agree that these Terms of Use and Privacy Policy and the Term of
Adhesion consist the entire, full and exclusive agreement between You
and NIMBI in respect to the online Services of the Nimbi Platform,
prevailing over all previous agreements and understandings, whether
oral or in writing, in connection with the subject of these Terms of
Use and Privacy Policy herein.
ASSIGNMENT
You
may not assign, transfer or offer as a surety these Terms or any
rights under these Terms of Use herein, including the right to access
the Nimbi Platform, without NIMBI’s prior and written consent. All
attempts to assign shall be ineffectual. We may freely assign or
delegate all of the rights and obligations provided for under the
Term of Use, in the whole or partly, without any notice to You.
WAIVER
Any
waiver in respect to defaults on liabilities under these Terms of Use
and Privacy Policy or the failure on the part of NIMBI or Yourself in
exercising any right deriving from these Terms of Use and Privacy
Policy shall not constitute any novation or acceptance of any future
default, nor a waiver of the rights provided for under these Terms of
Use and Privacy Policy, with its validity existing only severally.
JURISDICTION
The
central court of the court district of the capital city of the State
of São Paulo, Brazil, is hereby chosen, to the exclusion of any
other, independently from how privileged it might be, to solve any
issues resulting from the fulfillment of the Terms of Use and Privacy
Policy.
For
the markets of Argentina, Uruguay, Paraguay and Chile, the venue of
the Courts of the Autonomous City of Buenos Aires, Republic of
Argentina is hereby chosen.
SUCCESSORS
These
Terms of Use and Privacy Policy is binding on NIMBI and You and your
successors by any title.
APPLICABLE
LAW
These
Terms of Use and Privacy Policy shall be governed by the Brazilian
law, with the exclusion of any other, regardless of how privileged it
might be. The parties expressly agree that the United Nations
Convention on Contracts for the International Sale of Goods -
Uncitral (1980), as amended, shall not apply to this instrument
herein.
INDEPENDENT
PARTIES
The
parties hereto are independent between themselves. These Terms do not
create any agency, partnership, franchise, joint venture or
employment relationship between the parties.
REPRESENTATIVES
You,
upon registering with the Nimbi Platform website and accepting the
terms of use and privacy policy of these Terms of Use and Privacy
Policy by clicking on the “ACCEPT” button below, represent, under
the penalties of the law, that You are the legal representative of
the Company that is the Contracting Party of the Services or that You
possess the respective powers granted/conferred through an
appropriate power-of-attorney instrument, in order to undertake
liabilities in the name thereof, and you consent and agree with the
terms and conditions under these Terms, which shall consist a binding
agreement between the parties, duly enforceable before You.