Obras Online PLANS – FIT AND PLUS.
MEMBERSHIP AGREEMENT FOR MARKET INFORMATION LISTING SERVICE
By this instrument, on the one hand, the CLIENT, duly qualified in the proposal for adherence to the Service Agreement, and, on the other, the 2D Market Information Survey LTDA. – EPP, established at Apeninos St., No. 687,1st Story, Paraíso, São Paulo / SP, Zip Code: 01533-000, registered with the CNPJ (MF) under No. 23.866.898 / 0001-80, hereinafter referred to as the CONTRACTOR, hereby sign this agreement. User Agreement for the provision of information gathering service, which will be governed by the following clauses and conditions:
FIRST CLAUSE – CONTRACTOR’S ACCESS TO SERVICE
2nd For each information service provided by the CONTRACTOR, there are specific conditions, in particular as to the description of the object of the service, which must be carefully read by the CLIENT’s prior to hiring the service.
3rd The CONTRACTOR shall, at any time, correct or update the inconsistent information available in its database through the channels available for contacting the CLIENT’s, whenever requested by the system user.
CLAUSE TWO – ACCESS TO THE CONTRACTOR’S DATABASES
New pages of information or features provided by the CONTRACTOR will be communicated to the CLIENT, as well as prices and conditions for the use of new services. From the moment the CLIENT makes the first consultation/use with Login, it will be formalized, for any and all legal effects, the adhesion to the new contractual conditions.
The use of the services mentioned in this clause will be in accordance with the concepts and instructions for access to the CONTRACTOR’s database, available for access by the CLIENT at www.obrasonline.com.br.
CLAUSE THREE – PRICING AND PAYMENT METHOD
The CLIENT shall pay in advance to database access and for the use of the services referred to in this instrument, the amount pertinent to a determined number of projects and works, according to the contracted plan: Fit or Plus.
The amount paid monthly refers to:
- a) Monitoring the evolution of the construction process;
- b) Access to the restricted environment available on the Portal for the user to post comments history of commercial actions with the works and manage the schedule of contacts with them.
Hiring new works will be made exclusively by the CLIENT, directly in the restricted area of the Portal Obras Online, through the “Login Account” and exclusive password.
The first contract will only be possible after receiving an email from the CONTRACTOR informing the CLIENT about its “Login Account”. A Forward e-mail will occur only after payment confirmation by the CLIENT or the Payment Gateway.
The services pricing and liability CREDITS are described accordingly on the conditions presented on the Obras Online at the time of purchase.
Access to the database and use of the services referred to in this instrument will only be available to the CLIENT after the settlement of the amount (s) due, as provided in the caption of Clause Two.
FOURTH CLAUSE – CONTRACTOR’S RESPONSIBILITIES AND RIGHTS
Except for the hypothesis of having worked with exclusive fault, the CONTRACTOR assumes no responsibility for losses and damages arising from the information provided. The performance or non-execution of any legal business between the CLIENT and its customers and any losses and damages that any of them and / or third parties may claim, either judicially or extrajudicially, are not the responsibility of the CONTRACTOR.
CLAUSE FIVE – CONTRACTOR’S RESPONSIBILITIES AND RIGHTS
The CLIENT shall use the information provided exclusively for the purposes in the caption of Clause 1 and may not invoke it as justification for not conducting business.
The CLIENT is fully and exclusively responsible to its customers and / or third parties, as to the use of the information provided, being responsible for losses and damages that may possibly originate from such use.
The CLIENT acknowledges that it is prohibited from:
- a) store, disclose and / or provide to third parties, under any circumstances and in any form, the information obtained through this agreement, including after the termination of the liability contract, except with the prior and express authorization of the CONTRACTOR, which will never be presumed.;
b) reproduce any page or screen with data owned by the CLIENT, including those contained in Obras Online, summaries or any other regulation;
- c) use the information obtained to constrain or coerce in any way as justification for acts that violate or threaten the interests of third parties;
d) sell, pass on or establish information transfer agreement with other companies, especially those that provide information services or similar, except with the prior and express authorization of the CLIENT, which will never be presumed.
CLAUSE SIX – “LOGIN ACCOUNTS” AND PASSWORDS TO ACCESS THE CONTRACTOR’S SOFTWARE
The CLIENT may access the related database on the Obras Online Portal with its own resources, through “Login-Accounts” and unique and individual passwords for personal use, non-transferable and with the sole knowledge of the respective user.
The CLIENT is responsible for its employees and/or agents for safeguarding their passwords, not passing them on to third parties, including the CONTRACTOR, under any circumstances.
In the event provided for in the caput of this clause, the CLIENT may consult, through the Internet, the invoices issued pursuant to this instrument, obtain statements of consultations made by it and have access to any other resources that may be introduced by the CONTRACTOR in the referred website.
CLAUSE SEVEN – GENERAL PROVISIONS
The CONTRACTOR assures that its equipment will be available to meet the needs of the CLIENT, as adjusted in this contract, for the period of 24 X 7 X 365 (24 hours a day, 7 days a week and 365 days a year), with delivery level. service level agreement (SLA) of ninety-seven percent (97%) of the period, excluding scheduled shutdowns, unforeseeable circumstances and vis major.
The Service Level Agreement (SLA) regarding the quality of data maintained in the system for CUSTOMER access is at least eighty-five percentage points (85%) of accuracy. For data considered incorrect, Obras Online recognizes the obligation to correct them, within a maximum of 48 (forty-eight) hours, provided that requested via the system, through the link “Incorrect Data”.
The CLIENT acknowledges that:
- a) The processes recommended by the CONTRACTED PARTY, through the information related to the Projects and Works, are purely suggestive, and the CLIENT is solely responsible for defining the policies adopted with its clients, as well as for the decision to grant credit and / or conducting business with them.
The parties undertake to expressly communicate any change in their address, otherwise, the document sent to the former will be considered valid and duly received. The compromise of either party regarding the fulfillment by the other of the obligations provided for in this agreement shall not imply a waiver, novation or modification of the agreement. If the CONTRACTED PARTY is ordered to pay indemnity due to the breach by the CLIENT of the obligations set forth in this contract, the CLIENT is required to reimburse it, in the amount of the conviction, plus interest of 1% (one percent) a. m (per month) and a 20% (twenty percent) fine, restated by FGV’s IGPM variation, from the date of disbursement to the date of actual payment. To comply with the Security Policy required by the CONTRACTOR to perform the object of this contract, the following practices are required, for example:
- a) the routine installation and update of antivirus on users’ equipment and servers, “FIREWALL” (system or combination of systems that protects the network against external intrusion and unauthorized access), and “antispyware” (program to prevent a “spy” software – “spyware” – to be installed on the user’s machine and capture information about their browsing habits or even other data, sending it to third parties when connecting to the internet);
- b) sender verification and files opening that have been forwarded by known persons and scanned by antivirus and antispyware;
- c) blocking access to a link sent by email to websites whose content is unknown or suspected of containing software.
If the directives of the caput are not observed, the CLIENT will assume exclusively any and all damages resulting from this non-compliance.
CLAUSE EIGHT – COMPLIANCE
In addition to the terms and conditions set forth in this agreement, the Parties undertake to comply with the following guidelines:
- a) The CONTRACTOR, his collaborators, and Third Parties are prohibited and must not accept claims or provoke or suggest any kind of pricing, financial aid or percentage participation, urgency fee payment, gratuity, prize, commission, donation, gift or personal advantage of any kind to the representatives of the CLIENT, or private companies or public companies, or any public and private organizations, or representatives of the public power or related persons, in exchange for any kind of facilities for the exercise of their professional activities. or business object or not of this contract, which may imply any kind of improper involvement or advantage, conflict of interest, which compromises or harms in any way the CLIENT, including that, may generate any advantage to it, under penalty of termination agreement, suspension or deletion of registration, and other legal provisions.
- b) to obey the laws, including labor, social security, environmental, taxation; the applicable guidelines and regulations, the Contract preventing punishable violations, as well as the application of agreed damages, fines, and other penalties;
- c) preserve the image of the Parties, behaving appropriately and with urbanity;
- d) respect the personal dignity, privacy and personal rights of all individuals with whom they have relationships;
- e) act with honesty, loyalty, integrity, respecting the principles of good faith, avoiding real and apparent conflicts of interest, both personally and professionally;
- f) prepare accurate and precise reports and records in accordance with appropriate accounting principles;
- g) maintain confidentiality with respect to internal business matters that have not become public knowledge, such as business information, manufacturing, research, and development, to which it has had access;
- h) not use child labor or subject its employees to subhuman working conditions;
- i) act responsibly and in good faith, with due care, competence, prudence, and diligence, without misrepresenting facts or allowing their own judgments and decisions to be subordinated or guided by considerations other than those determined by this agreement;
- j) promote ethical behavior proactively as a partner in this contractual relationship responsibly.
The CONTRACTOR hereby, by itself, its employees, managers, directors, collaborators or third parties in its service, declares that in all its activities related to this Agreement and on behalf of the CLIENT, it will comply, at all times, with all the regulations, applicable laws and legislation, including, but not limited to, the Foreign Corrupt Practices Act (FCPA) (15 USC §78-dd-1, et seq., as amended), the UK Bribery Act 2010 (2010 English law against bribery act) , as well as the Brazilian Anti-Corruption Law n. 12,846 / 2013, and by Decree-Law 8,420 / 2015, and on conflicts of interest applicable to the CONTRACTOR or the CLIENT.
CLAUSE NINE – LIABILITY PERIOD, PAYMENT PLAN AND TERMINATION
This Agreement will be in force indefinitely and renewal is automatic as long as the CLIENT remains with its active login and password on the website.
- a) Payment of the contracted PLAN can be by trimester, semi-annually or annually. As per option made by the CLIENT at the time of contracting.
- b) PLANS are presented prior to the acceptance of this Agreement and access to services on the Portal and are not confused with the validity of this CLIENT which will always be indefinite.
- c) The CONTRACTOR shall collect the amounts due, and it is the responsibility of the CLIENT to settle the amounts until the end of the liability period of the contracted plan.
- d) The CLIENT is allowed access to the contracted services, until the end of the scheduled date for termination of the contracted plan, since it is in compliance with the payments. Non-renewal of the contract, upon termination of the contracted PLAN or cancellation during the first contracting or renewal, upon payment of the fine described in the “h” stipulation of this clause, will result in interruption of access to the CLIENT’s database. immediate and automatic.
- e) The late payment of any amount or installment set forth herein will result in the CLIENT’s obligation to pay the OBRAS ONLINE, in addition to the amount due, a 2% (two percent) late payment penalty, a zero-interest of 0.15% ( comma fifteen per cent) per day, bank expenses and any judicial and extrajudicial expenses, without prejudice to the right to indemnity for eventual losses and additional damages.
- f) This Agreement may be canceled by the CLIENT up to a maximum of two (2) business days prior to the renewal date of the contracted plan, through the e-mail firstname.lastname@example.org. If the CLIENT does not formalize its intention to cancel within the period determined under the terms of this clause, the contract will be automatically renewed.
- g) In the event of a request for judicial reorganization, bankruptcy or insolvency this Agreement may be terminated at any time by the parties at no cost to either party.
- h) The termination of the contract due to the CLIENT, prior to the contracted loyalty period, will result in the payment of a fine of 40% of the amount equivalent to the residual contracted loyalty period, pursuant to clause 8 of that contract, without prejudice to the penalties provided for by law and herein.
i) The CLIENT declares that it is aware that, with the cancellation of its PLAN, for any reason, all contents, information and / or data stored in its login will be automatically deleted, with no possibility of recovery and without any charge for CONTRACTOR.
TENTH CLAUSE – PRICING AND PAYMENT TERMS
The price to be paid by the CLIENT will be indicated in the contracted PLAN, included in the offer page, according to the chosen liability term. Payment will be in advance and in successive installments until the cancellation request, and must be made according to the option of the CLIENT at the time of registration, in the following modalities: (I) credit card and (II) bank slip according to the chosen option, The CLIENT hereby agrees that the CONTRACTOR will charge your credit card or send the slips via email while the plan is ongoing. The specific terms and conditions of the PLAN chosen by the CLIENT shall form an integral part of this Agreement, being characterized as an addendum. The non-use of the services does not imply the automatic cancellation of this Agreement, being the CLIENT therefore subject to the regular collection of the PLAN and the eventual consequences of its non-payment.
CLAUSE ELEVEN – DISTRICT COURT
The District Court of São Paulo is competent to hear any dispute arising from the interpretation and / or execution of this Agreement.
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