This agreement sets out the rules governing the provision of services and the use of the Cademí members-area platform, owned by CADEMI SOLUCOES DIGITAIS LTDA, a private legal entity enrolled with the CNPJ/MP under No. 42.866.607/0001-07, hereinafter referred to as the Provider. The Customer party shall be the user who has subscribed to the license to use the Cademí platform.
Recitals
Whereas the Parties have discussed and negotiated all the terms set forth in this Agreement, jointly stipulating the duties and obligations expressed herein;
Whereas there is no inequality between the Parties, who have full knowledge of, and are in complete agreement with, the terms they are agreeing to; and
Whereas this Agreement complies with the contractual principles established in the Brazilian Civil Code, in particular good faith, probity and freedom of contract.
The Parties have agreed to enter into this Software License Agreement (the “Agreement”), which shall be governed by the following terms and conditions:
1. Purpose
The purpose of this Agreement is:
1.1 - The grant, by the Provider to the Customer, of a license to use software owned by the Provider, consisting of a platform and its features for the delivery of courses by the Customer (the "Platform");
1.2 - The features made available through the Platform are provided "as is", and the Provider is under no obligation to create new features or to adapt existing ones for the Customer.
1.3 - The Provider reserves the right to change the characteristics or features of the platform, and to suspend or discontinue them at any time, at its sole discretion, undertaking, in the event of discontinuation, to notify the Customer at least 10 (ten) days in advance by means of a notice on the platform's home page.
1.4 - The provision, by the Provider to the Customer, of all support necessary for the maintenance and proper operation of the Platform (“Support and Maintenance”);
1.5 - The license to use granted under this Agreement is limited, non-exclusive, non-transferable, customizable and non-sublicensable, except where expressly authorized by the Provider.
1.6 - The Parties may not use, or allow the use of, the platform for any purpose other than that described in this Agreement, in the Terms of Use and in the Privacy Policy.
1.7 - There is no limit on the number of courses that the Customer may make available on the Platform.
1.8 - Any limit on the number of students shall be as set out in the plan chosen by the Customer at the time of subscription.
1.9 - The license to use granted under this Agreement entitles the Customer to up to 10GB (ten gigabytes) of storage on the Platform for supporting materials (attachments) of all types, except videos.
2. Support and Maintenance
2.1 - The Provider shall provide the Support and Maintenance services in order to keep the Platform in perfect working order, within the most appropriate operational standards of use, and further undertakes to make new versions of the software available whenever required by governmental authorities and/or to correct any problems attributable to the Platform.
2.1.1 - Corrective maintenance of problems attributable to the Platform shall be performed by the Provider at no additional cost to the Customer. Problems in the operation of the Platform include, without limitation, those relating to its performance and technical quality.
2.2 - The Customer may request the Provider's Support and Maintenance services whenever the Provider's intervention is necessary to ensure the operating conditions of the Platform, with no restriction or limitation on the duration or frequency of this service, subject to item 2.3 below.
2.3 - Platform support shall be provided through the dedicated onboarding group on WhatsApp, Monday through Friday, from 9 a.m. to 5 p.m., except on public holidays.
2.3.1 - Support has no guaranteed response time; a response may be given as soon as the need for assistance becomes known, or within a maximum of 48 hours, provided the proper support channels are used.
2.4 - The technical support obligations of the Provider are limited to:
- Assistance in using the Platform's technology; and
- Errors of any kind in the Platform.
2.5 - The Provider is not responsible for:
- Providing support to the Customer's students;
- Registering and configuring courses on the Platform on behalf of the Customer;
- Managing the content of the courses registered by the Customer.
3. Provider's Obligations
In addition to the other obligations set out in this Agreement and its Schedules, the Provider shall:
3.1 - With respect to the licensing of the Platform and the provision of the Services:
3.1.1 - Act with all the diligence necessary to faithfully perform the purpose of this Agreement, being responsible for its quality and suitability, and ensuring that its performance follows the best techniques available on the market and strictly complies with this Agreement and with applicable laws and regulations;
3.1.2 - Provide the legal and corrective updates to the Platform at no additional cost to the Customer;
3.1.3 - Ensure, for as long as this Agreement is in force, the perfect operation of the Platform, except for unavailability caused by external events beyond the Provider's control;
3.1.2.1 - In the event of preventive maintenance, the Provider shall notify the Customer by email, so as to minimize as far as possible the impact on the use of the Platform.
3.1.4 - Immediately notify the Customer of any breach of this Agreement that may cause the Customer any loss.
3.1.5 - The Provider SHALL NOT BE LIABLE for any loss arising from:
3.1.5.1 - Piracy of content or lessons and/or leaking of materials by students of the Customer;
3.1.5.2 - Errors in integrations with third-party platforms;
3.1.5.3 - Misconfiguration of the platform by the Customer;
3.1.5.4 - Unavailability due to non-payment of domain registration fees by the Customer;
3.1.5.5 - Unavailability of local internet service providers on national or international networks;
3.2 - With respect to its Employees and Authorized Third Parties:
3.2.1 - Use its own duly trained, prepared and qualified personnel, in sufficient numbers to perform the Services, assuming full and exclusive responsibility for the coordination of such personnel and for the employment contracts entered into with its Employees and Authorized Third Parties (defined below);
3.2.2 - Maintain duly trained and qualified consultants to provide the Platform's Support and Maintenance services; and
3.2.3 - Be fully and exclusively liable for all acts performed by its Employees and/or Authorized Third Parties during the term of this Agreement.
3.3 - With respect to the Laws Applicable to data protection, banking secrecy, confidential information and anti-corruption:
3.3.1 - Use its best efforts to maintain contingency and continuity plans, as well as mechanisms that allow the uninterrupted performance of the scope of this Agreement and that are necessary for the Customer's operational continuity, under any circumstances;
3.3.2 - Timely pay all taxes and any other charges due and/or levied on the provision of the Services contracted herein;
3.3.3 - Ensure, under its responsibility, information protection and security mechanisms aimed at preventing, detecting and reducing vulnerability to cyberattacks on the Platform, its software and systems;
3.3.4 - Ensure, under its responsibility, the integrity, security and availability of the data and information systems it uses to perform the scope of this Agreement;
3.3.5 - Maintain, by itself and through its partners, Employees or Authorized Third Parties, absolute confidentiality regarding all data, information or know-how relating to the Customer to which it has access as a result of the performance of this Agreement; and
3.3.6 - Inform its Employees and Authorized Third Parties who may be authorized and assigned to the performance of this Agreement of this Agreement and its Schedules, and monitor their compliance with them.
4. Customer's Obligations
In addition to the other obligations set out in this Agreement and its Schedules, the Customer shall:
4.1 - Provide all the information necessary for the Provider to satisfactorily fulfill the obligations it has assumed under this Agreement.
4.2 - Pay the Provider the fees due under this Agreement, when expressly provided for and due, in accordance with Clause Five of this Agreement;
4.3 - Use the Platform properly, following the guidance contained in the manuals provided by the Provider and in the Terms of Use
5. Fees and Payment
5.1 - For the license to use the platform and the other services covered by this Agreement, the Customer shall pay the Provider the amount set out in its subscription plan.
5.2 - Payments shall always fall due on the same day of the month on which the platform was subscribed to;
5.3 - Payment shall always be made automatically by the credit card registered on the Provider's platform, and may also be made via PIX if so requested by the Customer.
5.3.1 - The due date of payments shall not change when it falls on a non-business day.
5.4 - Late payment of any amounts owed to the Provider, when caused by the Customer, shall automatically place the Customer in default, subject to default interest of 1% per month (one percent per month), calculated per day of delay (pro rata die), and to an irreducible non-compensatory fine of 2% (two percent), both calculated on the amount due, adjusted for inflation by the accumulated percentage variation of the IPCA index or, should that index cease to exist, by the average variation of the inflation indices for the current year.
6. Term and Termination
6.1 - The commercial relationship between the Provider and the Customer shall be in force for an indefinite term, with no lock-in period or minimum contract term.
6.2 - The Provider reserves the right to adjust the prices of its plans annually by the IPCA index, in order to restore its economic and financial balance, or, should that index cease to exist, by the average variation of the inflation indices for the current year.
6.3 - The Customer may terminate this Agreement at any time.
6.3.1 - If termination is requested within 7 days of subscription, the Customer shall be entitled to a full refund of the amount paid to subscribe to the platform, as provided for in the Brazilian Consumer Protection Code for services contracted over the internet.
6.3.2 - If termination is requested more than 7 days after subscription, it shall take place with no full or partial refund.
6.4 - The Provider may terminate this Agreement at any time if the Customer breaches any of the rules set out in the platform's Terms of Use; otherwise, termination shall require 30 days' prior notice, sent to the email address registered by the Customer.
6.5 - The Provider reserves the right to suspend, without prior notice, access to its platform immediately after the end of the current period if the Customer fails to fulfill its payment obligation.
6.5.1 - Access to the administrative area of the platform shall be limited to the billing settings area if the Customer has any overdue invoice.
6.5.2 - Students' access to the platform shall be blocked if the Customer has been in default for more than 30 days after the due date of any invoice.
6.5.3 - The platform and its data may be deleted at any time from 75 days after the due date of the first overdue invoice.
6.5.3.1 - If the platform has been removed, access may be restored up to 180 days after the due date of the first overdue invoice, provided that all outstanding debts are paid.
6.5.3.2 - After 180 days from the due date of the first overdue invoice, all data and information shall be permanently removed from the platform, with no possibility of restoring access or recovering data.
6.5.4 - If the Customer chooses to cancel the services, the data described in the following clause, 6.6, shall only be provided after all outstanding debts have been paid.
6.6 - In the event of termination by either party, the Provider shall not be responsible for migrating the Customer's information to another platform, but only for providing all the data stored and listed in the Privacy Policy, in accordance with the rules established by Brazil's General Data Protection Law (LGPD), Law No. 13,709/2018.
7. Image Use License
7.1 - The Customer hereby gives its full consent and authorization for the use of its image and voice on a universal basis, as well as of the content and images produced in the customization and building of its platform, for the purpose of promoting the Provider for the duration of this instrument.
7.1.1 - The use of the image and voice referred to in the preceding item must relate exclusively to the promotion of the Provider's platform, and their use in any context other than the one set out herein is expressly prohibited;
7.1.2 - Such use may take place within or outside the Customer's addresses and may only be in virtual format (internet, website, home page, Facebook, Instagram, email, WhatsApp and similar), as photo and/or video and/or audio; general promotion.
7.1.3 - This license is granted free of charge, and the Customer shall not be entitled to any benefit and/or remuneration arising from it, to which the Customer agrees and consents;
7.2 - Once this instrument is terminated, the effects of this license shall cease immediately, except for any residual association resulting from indexing by search engines.
7.3 - Provided that all the clauses of this image use license have been complied with, the parties mutually waive any rights to compensation for moral damages, material damages and loss of profits against each other, on any grounds whatsoever, especially with respect to the subject matter of this instrument.
8. Personal Data Protection
8.1. For the purposes of this Clause, the definitions below shall have the meanings assigned to them as set out below:
8.1.1. “Database”: the database owned by and under the exclusive responsibility of each of the Parties, made up of the information collected directly by each of them.
8.1.2. “Personal Data”: any information obtained directly or indirectly by reason of this Agreement relating to an identified or identifiable natural person, including, without limitation: name, CPF (individual taxpayer number), RG (identity card number), home or business address, landline or mobile telephone number, email address, geolocation information, among others.
8.1.3. “Data Subjects”: the natural persons who hold and/or to whom the Personal Data subject to Processing refer.
8.1.4. “Processing”: any operation or set of operations performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
8.1.4. “Controller”: the party responsible for decisions regarding the Processing of the Personal Data contained in its Database, especially those relating to the purposes and means of the Processing of Personal Data.
8.1.6. “Processor”: the Party responsible for carrying out the Processing of Personal Data in accordance with the Controller's instructions.
8.2. The Parties hereby represent that they comply with all Brazilian and/or international privacy legislation, as applicable, including the Federal Constitution, the Brazilian Consumer Protection Code, the Civil Code, the Brazilian Internet Civil Rights Framework (Marco Civil da Internet, Federal Law No. 12,965/2014) and its implementing decree (Decree No. 8,771/2016), and undertake to comply with the LGPD and other sector-specific and/or general rules on the protection of Personal Data currently in force or that come into force during the term of this Agreement, further undertaking, as the case may be, to amend this Agreement in order to conform to such legislation.
8.3. Each Party shall be an independent Controller of the personal data it collects and that is contained in its Database, being solely and exclusively responsible for the Processing of the Personal Data contained in its Database, during the term of this Agreement and after its termination, as well as with respect to that Party's relationship with third parties, fully holding the other Party harmless from any losses and damages and/or liabilities in this regard.
8.3.1. Use by the Provider: The Provider represents and warrants that: (i) all Processing of the Personal Data contained in its Database complies with and is authorized by the applicable privacy and data protection laws, including the LGPD; (ii) it has the authorization and legal basis to create, maintain and use its Database; (iii) its Database was built and is maintained lawfully and legitimately, in accordance with the legislation in force; (iv) the Personal Data contained in its Database are processed in accordance with the purpose for which they were collected, observing the purpose limitation and necessity principles of the legislation in force; (v) it will not share any Personal Data with third parties; (vi) the third parties authorized by the Provider to access the Personal Data contained in its Database will process them, under the Provider's sole responsibility, in accordance with the legislation in force and to the extent necessary to achieve the purpose for which the Personal Data were provided; and (vii) it will maintain administrative, technical and physical safeguards, in accordance with information security best practices and applicable legislation, to protect the Personal Data against any accidental, unlawful and/or unauthorized destruction, loss, alteration, access, disclosure and/or use.
8.3.2. Processing: Should the Customer share Personal Data from its Database with the Provider, the Provider, as Processor, shall process such Personal Data solely to perform its contractual obligations described herein, within the limits and for the purposes set out in this Agreement or for such other obligations and purposes as may subsequently be defined by the Customer, as Controller, by means of amendments to this Agreement. Likewise, the Provider shall not collect, use, access, retain, modify, disclose, transfer or otherwise Process Personal Data without the Customer's knowledge and prior authorization. The Provider shall Process the Personal Data in compliance with all laws governing privacy and data protection and with the applicable policies and rules imposed by the Customer, and shall, upon the instruction of the Customer, as Controller, or upon termination of the existing contractual relationship and obligations, regardless of the reason therefor, return the Personal Data shared for the previously agreed purposes and definitively and permanently delete them.
8.4. Transparency Commitment. The Parties, as independent Controllers of the Personal Data, undertake to follow the privacy and data protection rules in order to ensure compliance with the transparency principle. Accordingly, the independent Controllers undertake to adopt practices to inform the Data Subject of the Processing of Personal Data to be carried out under this Agreement.
8.5. Data Subjects' Rights. Each independent Controller undertakes to fulfill the obligations applicable to it under the General Data Protection Law, and to assist the other Party in responding to the rights of Data Subjects whenever duly requested by the Data Subject, in accordance with the applicable legislation and within the time limit provided therein.
8.6. Indemnification: The Parties agree that a Data Subject who suffers damage resulting from a breach of the privacy obligations set out in the law, regulations and/or this Agreement for which one Party is responsible (the “Breaching Party”) may be entitled to receive compensation from the Breaching Party for the damage suffered. Each Party shall be liable for any damage caused as a result of a breach of the LGPD and other applicable privacy rules, and shall reimburse the other Party (the “Injured Party”) and the Data Subject whose rights have been violated for any and all losses it causes, costs, expenses, attorneys' fees and court costs actually incurred, as well as for any fine, compensation and/or other amount that the Injured Party may have to bear as a result of such breach.
9. Confidentiality
9.1 - The Parties undertake to keep confidential, and to cause their Employees and Authorized Third Parties to keep confidential, all Confidential Information to which they have access, verbally or in writing, by reason of this Agreement.
9.1.1 - The terms of this instrument, as well as any and all information involved in its performance, shall be treated as “Confidential Information”, meaning any verbal or written data and/or information, including, without limitation, business activities, business strategies, ongoing negotiations, products, suppliers and business partnerships, customer registration information, as well as financial, statistical, operational, economic, technical or legal information, to which the Parties may have access by reason of this Agreement.
9.2 - The Parties are expressly prohibited from using, retaining, assigning, duplicating, transferring, disseminating in any media, copying in any form or publishing the Confidential Information.
9.3 - No disclosure of Confidential Information generated in the performance of this Agreement shall in any way imply the assignment or grant of a license of industrial or intellectual property rights, or of any other rights of any kind, over the use or exploitation of the Confidential Information.
9.4 - The confidentiality and secrecy obligation shall remain in force for an indefinite period, including after the actual termination of this Agreement, for whatever reason.
9.5 - The Parties agree to promptly notify the other Party, prior to any disclosure, if the disclosing Party, its Employees or Authorized Third Parties are required by law or regulation to disclose any Confidential Information, so that the other Party may take the necessary measures to prevent the disclosure, if it deems appropriate.
9.6 - The receiving Party undertakes to return to the Disclosing Party, upon termination of this Agreement, or immediately if so requested, any Confidential Information in tangible form, without retaining copies of such information, as well as any other materials containing all or any part of the Confidential Information.
9.7 - Confidentiality shall cease to be mandatory if it is proven by documentary evidence that the confidential information:
- Was in the public domain on the date this Agreement was entered into;
- Entered the public domain after the date this Agreement was entered into, for reasons not attributable to any act or omission of the Parties;
- Was disclosed pursuant to any order, decree, ruling, decision or rule issued by any judicial, legislative or executive body requiring such disclosure.
10. Anti-Corruption Practices
10.1 - The Parties represent that they are aware of the corruption prevention rules set out in Brazilian legislation, including the Brazilian Penal Code, Law No. 12,846/13 (Anti-Corruption Laws), Law No. 9,613/98 and all other regulatory instruments to combat Money Laundering and Terrorist Financing, and undertake to observe and comply with them and/or cause them to be complied with, by themselves, their Affiliates (controlling, controlled or affiliated entities or entities under common control) and representatives (officers, members of the board of directors, any third parties, including advisors or service providers), and to ensure compliance with the requirements established in such rules, such as, but not limited to:
10.1.1 - Not giving, offering or promising any item of value or advantage of any kind to public officials or persons related to them, or to any private persons, companies and/or entities, for the purpose of obtaining an undue advantage, influencing an act or decision or unlawfully directing business;
10.1.2 - Adopting best practices for monitoring and verifying compliance with anti-corruption and anti-money laundering laws, in order to prevent acts of corruption, fraud, unlawful practices or money laundering by their Affiliates and Representatives or contracted third parties;
10.1.3 - Not using funds for illegal contributions, donations or agency expenses, or other illegal expenses relating to political activities, political parties, politicians or their family members, whether domestic or foreign;
10.2 - To this end, the Parties shall:
10.2.1 - maintain internal policies and procedures that ensure full compliance with the Anti-Corruption Laws;
10.2.2 - make such rules fully known to all their professionals who may interact with the other Party;
10.2.3 - refrain from committing acts of corruption and from acting in a manner harmful to the public administration, whether domestic or foreign, in the interest or for the benefit, exclusive or not, of the other Party; and
10.2.4 - immediately notify the other Party upon becoming aware of any act or fact that violates such rules.
10.3 - Any violation of any Anti-Corruption or Anti-Money Laundering Law and/or of the monitoring obligation shall be deemed a serious breach of this Agreement and shall constitute just cause for its termination for cause, at the discretion of the other Party, at no cost to that Party and without prejudice to claiming the losses and damages resulting from the breach.
10.4 - The Parties shall immediately inform each other if any investigation of their activities is initiated under any Anti-Corruption and/or Anti-Money Laundering Laws.
10.5 - Each Party shall bear all burdens and consequences arising from any illegal acts it may commit, including compensation for losses and damages incurred by the other Party as a result of a breach of the obligation set out in this Clause.
11. Intellectual Property
11.1 - The Customer acknowledges the Provider's intellectual property over the Platform covered by this Agreement and undertakes, by itself and through its representatives, to respect the Provider's intellectual property rights, undertaking not to provide third parties with copies of the system of any kind, and not to modify, reproduce and/or assign the systems and written materials provided by the Provider.
11.2 - All rights relating to the intellectual property of the Platform belong exclusively to the Provider, including trademarks, domain names, patents, utility models, design, images, videos, among others, including, but not limited to, the copyright in the software, source code, interface layout elements, related technical information and subsequent revisions, modifications, improvements, customizations or derivative works, as well as trade secrets/know-how and/or any other rights directly or indirectly related to the software, which are and shall remain the exclusive property of the Provider.
11.3 - With respect to the Platform, the Customer may not (i) copy, assign, sublicense, sell, lease or pledge, reproduce, donate, otherwise dispose of, or transfer in whole or in part, in any manner, free of charge or for consideration, temporarily or permanently, the rights relating to the license that is the subject matter of this Agreement, or any of its modules, parts, manuals or any information relating to the Platform; (ii) remove or alter, in whole or in part, the notices of reservation of rights contained in the Platform and its documentation; (iii) engage in any reverse engineering, decompilation or disassembly of the Platform for the purpose of determining the project structure, source code, concepts and methodology related to the Platform, whether to modify or create new features to be adapted to the Platform or to incorporate them into any product of its own creation that is derived from or similar to the Platform; or (v) access or use the software in order to: (a) build a competing product or service, (b) copy any ideas, features, functions or graphics of the Platform.
12. Social and Environmental Responsibility
The Provider represents that it:
12.1 - Respects and enforces the environmental legislation in force, being liable for any and all damage or loss it may cause to the environment;
12.2 - Protects and preserves the environment and performs this Agreement in compliance with the legal, regulatory, administrative and related acts issued at the Federal, State and Municipal levels, including, but not limited to, compliance with Federal Law No. 6,938/81 (National Environmental Policy) and Law No. 9,605/98 (Environmental Crimes Law), and also makes efforts to that end with its respective Employees and Authorized Third Parties, so that they too commit to joining efforts to protect and preserve the environment and to guard against practices harmful to it;
12.3 - Does not employ workers under 16 (sixteen) years of age, except as apprentices from the age of fourteen, pursuant to Law No. 10,097/00, the Consolidation of Labor Laws (CLT) and other legislation governing the matter;
12.4 - Does not employ adolescents under 18 (eighteen) years of age in places harmful to their education or to their physical, mental, moral and social development, nor in hazardous or unhealthy places and services, at times that do not allow them to attend school, or at night, in accordance with the specific legislation;
12.5 - Does not engage in practices of slave-like labor or illegal child and adolescent labor in the performance of this Agreement;
12.6 - Does not tolerate discrimination or prejudice of any kind, whether based on race, religion, age group, sex, political conviction, nationality, marital status, sexual orientation, physical condition or any other ground.
13. Labor, Social Security and Tax Liabilities
13.1 - This Agreement does not establish, directly or indirectly, any employment relationship between the Employees and/or Authorized Third Parties of the Provider and the Customer, nor between the Customer's Employees and/or Authorized Third Parties and the Provider.
13.2 - The Provider assumes full and exclusive responsibility for the employment contracts entered into with its Employees and Authorized Third Parties, directly and fully bearing all resulting costs, including salaries, bonuses, insurance, and labor, tax, social, social security or any other charges, releasing the Customer from any joint and/or secondary liability at any time.
13.3 - In the event that labor and/or civil lawsuits are filed against the Customer by third parties, Employees and/or Authorized Third Parties of the Provider, the Provider shall, in its defense, request that the Customer be removed from the proceedings, and shall assume any and all Losses, obligations and liabilities attributed to and incurred by the Customer.
13.4 - The amounts under this Agreement include all federal, state or municipal taxes and social, social security and labor charges that may be levied directly or indirectly on the subject matter of this instrument, which shall be the sole and exclusive responsibility, without limitation and in full, of the Provider.
13.5 - If, during the term of this Agreement, new taxes or contributions are introduced, the rates of existing ones are changed, the service code is changed, or any other modification occurs, the Parties shall review and adjust the new amounts by means of an Amendment, based on the regulations in force, if it is demonstrated that the Provider is bearing excessive and unforeseen burdens.
13.6 - The labor, social security and tax obligations of the Provider referred to in this Clause shall remain in force for the period established by law for such obligations, even after the expiration or termination of this Agreement.
14. General Provisions
14.1 - If one or more provisions of this Agreement are held to be invalid, illegal or in any way unenforceable, the validity, legality or enforceability of the remaining provisions shall in no way be affected or impaired.
14.2 - This instrument is binding upon the Parties and their respective successors. In the event of corporate succession, in any form (spin-off, merger or incorporation), the successor entity shall be subrogated to all rights and obligations assumed under this Agreement. Neither Party may assign or transfer this instrument and/or its rights and obligations to third parties without the prior express authorization of the other Party, except, in the case of the Customer, for an assignment to companies of its economic group, which is hereby permitted. Any assignment or transfer of any of the rights or obligations set forth herein without the prior written consent of the other Party shall be null and void.
14.3 - Neither Party may use this Agreement as collateral for banking and/or financial transactions of any kind, nor discount, negotiate, pass on or in any way assign the receivables arising from the performance of this Agreement to financial institutions, factoring companies or third parties, without the prior express authorization of the other Party.
14.4 - No waiver, termination or release of this Agreement or of any of the terms, clauses, obligations or provisions contained in this Agreement shall bind either Party unless expressly declared in writing. No waiver by either Party of any terms, powers, prerogatives, rights or provisions of this Agreement, nor any tolerance of any default under such terms, powers, prerogatives, rights or provisions, shall affect that Party's right to subsequently enforce the respective right.
14.5 - This Agreement constitutes the entire agreement between the Parties and supersedes any other document previously signed by them.
14.6 - All notices and communications provided for in this Agreement shall be made in writing and shall be deemed received on the date of transmission, if by email, and on the date of actual receipt by the notified party at its address, if sent by registered mail with return receipt, courier or telegram, whichever occurs first. Notices by letter shall be sent to the addresses indicated on the platform and, when by email, to the email addresses entered on the platform.
14.7 - Any matters not provided for herein shall be resolved by mutual agreement, by means of an Amendment to this Agreement signed by the Parties.
15. Governing Law and Jurisdiction
15.1 - This instrument is governed by Law No. 9,609 of February 19, 1998, with the supplementary application of Law No. 9,610 of the same date, as well as Law No. 10,406/2002.
15.2 - Pursuant to Provisional Measure No. 2,200-2/2001, the Parties acknowledge as valid contracting by electronic means, even without the use of a digital certificate issued under the ICP-Brasil standard, on the platform they have chosen for that purpose.
15.3 - The Parties elect the courts of Santos, State of São Paulo, to settle any doubts or disputes arising from this Agreement, to the exclusion of any other, however privileged it may be.