Terms of Use

This Terms of Use (“Terms of Use”) constitutes a binding contract that will govern the access and use, as an individual or legal entity (“User”), in the national territory, of the management software for the corporate compliance and integrity program (“Platform”) licensed by CLICKCOMPLIANCE TECNOLOGIA EM SISTEMAS LTDA, a business corporation registered with the CNPJ under No. 43.574.958/0001-07, with its principal place of business at Rua Papa Pio Xii, 816, Jardim Cascata, Teresópolis - RJ, ZIP Code: 25964-330 (“clickCompliance”).

READ CAREFULLY

By accessing and registering, you expressly agree to this Terms of Use that establishes the contractual relationship between the Users and clickCompliance, through Platform. Additional terms, such as regulations, may apply to certain additional services or modules, a particular activity or promotion, and these additional terms will be disclosed on the itself Platform and must be expressly accepted in order to be considered an integral part of this Terms of Use.

A clickCompliance clarify that you can change this Terms of Use at any time and the new versions will take effect as soon as they are made publicly available on Platform. Your continued access and use of the services after this posting constitutes your agreement to be bound by Terms of Use changed. If you do not agree with any provision herein, do not use the services.

WHEREAS:

1. third parties, specific and independent, wish to use the Platform to manage Compliance Processes with the purpose of ensuring the integrity of the company (“Employer-User”);
2. third parties, specific and independent, wish to use the Platform to conduct training in order to comply with the practices of Compliance Processes from the User-Employer (“Employee-User”);
3. a clickCompliance is a software developer and licensor that, through its Platform, allows Users, from your mobile application or website, manage governance measures, as well as conduct training Compliance Processes;
4. a clickCompliance it is an autonomous company, which has no corporate relationship with Users, acting solely as a software development and licensing company; and
5. acceptance and compliance with this document Terms of Use does not require any prior consent that has not already been obtained, does not violate any document, agreement, contract, corporate document, law, decree, regulation, or order of a competent authority in effect as of this date.

HAVE BETWEEN THEM JUSTIFIED AND AGREED THE FOLLOWING:

1. SERVICES

1. A clickCompliance grants to its Users a limited, non-exclusive, non-sublicensable, revocable, and non-transferable license to access and use the Platform on a device, exclusively, for your use of the services and access and use of any content, information, and related material that may be made available through the Platform, in each case, for personal, never commercial use, except in cases previously and expressly authorized by clickCompliance. Any rights not expressly granted by this Terms of Use are reserved for clickCompliance and/or to third-party independent service providers.
2. The service of clickCompliance consists, therefore, in bringing closer, through Platform, the User-Employers and the User-Employees, enabling the User-Employers promote and manage your governance and compliance practices for User-Employees.
3. It is clarified to Users - who declare themselves aware - that the service offered by clickCompliance relates only to software licensing for the management of governance and compliance practices by User-Employers, not covering the development and management of the practices, as these are the sole responsibility of the practices themselves User-Employers, to whom any complaints should be directed for User-Employees.
4. The information contained in Platform, such as reviews, comments, and suggestions, should not be interpreted as technical advice to third parties. A clickCompliance is not responsible for any content provided by User or by people with whom the User share such information.
5. Licensing will be suspended by the clickCompliance and the immediate termination of this agreement Terms of Use, when any of the following hypotheses are observed:

1. non-compliance, by User, of any provision set forth herein Terms of Use;
2. the misuse of Platform;
3. non-payment of any amount due by Employer-User;
4. the closure or extinction of the Platform; e
5. by legal or judicial determination.

6. The services available in Platform may be made available and accessed in connection with third-party services and content that clickCompliance does not control and, therefore, the Users acknowledge that distinct terms of use and privacy policies may apply to the use of the services object of this Terms of Use.

1. A clickCompliance does not endorse the services, terms of use, and privacy policy of these third parties and, therefore, shall not be liable, under any circumstances, for any aspects unrelated to the provision of its services. In addition, Apple Inc., Google, Inc., Microsoft Corporation, and/or their international subsidiaries and affiliates shall be third-party beneficiaries of this Terms of Use, in case access to Platform be performed using applications developed for mobile devices based on iOS, Android, Windows, or others, respectively.

2. REGISTRATION

1. O User shall, for the proper use of Platform, have full legal capacity for civil acts and, after verifying your registration data imported or registered in Platform hair Employer-User, log in through third-party platforms or register a personal and non-transferable login and password for future access to Platform. In both cases, you must accept the terms hereof Terms of Use And from Privacy Policy.
2. As a security measure, the User you must memorize your login and password, and keep the latter confidential, not disclosing it to third parties.
3. A clickCompliance is not responsible for the unauthorized use of the login and password by third parties, with the user agreeing User notify me immediately of clickCompliance about any unauthorized use of your password or any security breach of which you become aware.
4. Under no circumstances will the assignment, sale, rental, or any other form of transfer of the account be permitted. The maintenance of more than one registration by the same person will also not be permitted. User, or even the creation of new registrations by Users whose original registrations have been temporarily or permanently suspended for policy violations of the clickCompliance.
5. When using the Platform, oh User expressly accepts and consents to their data being collected and stored in the database of clickCompliance and with third parties, under the terms of the privacy policy disclosed in Platform. The privacy policy forms an integral part of this document Terms of Use.

3. USE

1. A Platform allows the User-Employers insert corporate policies with read and acceptance control (“Document Governance”), create forms for collecting information (“Form Automation”), conduct training Compliance Processes (“Compliance Training”) and use the artificial intelligence chatbot to answer questions about Compliance Processes (“Compliance Bot”), relying on the automatic synchronization of all User-Employees from the database to the Platform.
2. The tool of Document Governance it allows the use of the following features: policy registration, visual customization of documents, periodic notifications to remind about acceptance, multi-level approval, validity tracking, post-reading questionnaires, and management reports.
3. The tool of Form Automation allows the use of the following features: intuitive form building, mandatory fields, periodic email notifications for pending policy acceptances, audience targeting, response filtering, and report generation.
4. The tool of Compliance Training allows the use of the following features: standard training templates, insertion of content through animations, texts, documents, and presentations, quizzes after completing the training, periodic notifications to remind about the training, management of in-person training, generation of reports, and issuance of participation certificates.
5. The tool of Compliance Bot allows automatic response to questions about Compliance Processes through artificial intelligence, reference to policies and documents inserted in the Platform, presentation of customer service indicators, alternative questions, automatic routing of customer service to the management team, and report generation.
6. A Platform allows the User-Employees read and accept the documents, complete the forms, and carry out training, according to the use of the features by User-Employers.
7. In addition to these features, other modifications and improvements may be incorporated into the application in the future with the goal of extending its functionalities, improving its performance and security.
8. The features are completely detailed on the website and in the commercial presentation of clickCompliance, as well as in the menu of Employer-User.
9. Unless otherwise agreed by clickCompliance with Users, in a separate written contract, the services are made available to Employer-User for personal and non-commercial use.
10. The service offered by clickCompliance is limited to the intermediation of service contracting, not participating in and, therefore, not being responsible for the use of the features of Platform, which shall be the exclusive responsibility of themselves Users.
11. A clickCompliance makes no representation or warranty regarding the reliability, quality, and suitability of the information disclosed through the use of Platform.
12. A clickCompliance shall not be liable for indirect, incidental, punitive, or consequential damages, including loss of profits, loss of data, moral or property damages related to, associated with, or arising from the use of Platform.
13. A clickCompliance provide the contact channel and the email address disclosed in it Platform for the communication of User.
14. A Platform will be available for use every day of the week, 24 hours a day, except for times when there is a need for technical maintenance, updates, or for reasons beyond the control of clickCompliance.

4. PAYMENTS

1. No monetary amounts, in any currency, will be charged for downloading or using the Platform hair Employee-User, with monthly fees being charged User-Employers.

5. RESPONSIBILITIES

It is the responsibility of Employer-User:

1. do not disclose login and access password to third parties Platform;
2. pay promptly the price due for the use of the services of clickCompliance;
3. inform to clickCompliance any change in registration data;
4. do not use the Platform for any services that violate current legislation;
5. respond exclusively for the use of Platform;
6. respond exclusively for the acts performed by its agents, administrators, and/or any person who may gain access to the administration password of the Platform;
7. respond to the other specific obligations regarding certain contractual options;
8. assume responsibility for the supply, disclosure, and use of the colors, logos, and/or brands provided to clickCompliance;
9. track the usage history of Platform for the User-Employees; e
10. be responsible for labor and civil obligations arising from the use of Platform.

It is the responsibility of Employee-User:

1. be exclusively responsible for the acts performed and/or by any and all persons who may gain access to the access password to the Platform; e
2. indemnify and hold harmless clickCompliance, its directors, board members, employees, and agents harmless from and against any claims, demands, losses, liabilities, and expenses arising from the use of Platform.

It is the responsibilities of Users:

1. do not disclose login and access password to third parties Platform;
2. not to introduce or disseminate offensive, obscene, pornographic, discriminatory content or content that violates human rights;
3. do not introduce or spread viruses or malicious software;
4. do not transmit information that violates fundamental rights and public freedoms;
5. not to broadcast illicit or unfair advertising;
6. do not transmit unsolicited or unauthorized advertising, spam, chain letters, or pyramid marketing;
7. do not introduce false, ambiguous, or inaccurate information;
8. Do not use other people's passwords Users; e
9. do not disseminate information that implies a violation of the confidentiality of communications and privacy.

A clickCompliance authorization is granted to promote the immediate removal of certain content published on Platform and the suspension of the provision of the services object of this Terms of Use, regardless of any warning or notice, when it believes there has been a failure to comply by the Users of any of its responsibilities.

It is the responsibility of clickCompliance:

1. provide the service that is the subject of this Terms of Use, ensuring the efficiency and regular operation of Platform;
2. provide a communication channel in Platform for submitting complaints via Users;
3. provide technical support via email from 9 a.m. to 6 p.m., Monday through Friday, excluding holidays;
4. notify in advance about necessary interruptions for technical adjustments or maintenance; and
5. protect the confidentiality of information and records relating to Users.

6. RESTRICTIONS

The Users will not be able to:

1. remove any copyright, trademark, or ownership notices from any part of the Platform;
2. reproduce, modify, create derivative works, distribute, license, rent, sell, resell, transfer, display, publish, broadcast, transmit, or exploit the Platform, except when expressly permitted by clickCompliance;
3. decompile, reverse engineer, or disassemble the Platform, except as permitted by applicable law;
4. connect, mirror, or crop any part of the Platform;
5. make or launch programs or scripts for the purpose of scraping, indexing, searching, or data extraction from Platform; e
6. attempt to gain unauthorized access to the Platform or harm any aspect of the systems and related networks.

7. CONFIDENTIALITY

1. The information of Users are covered by the secrecy and confidentiality clause, except for cases involving a court order, request, and/or determination.
2. A clickCompliance shall not be liable for data and information breaches resulting from the actions of employees, agents, or persons authorized by the Users, nor from criminal or irregular action of third parties beyond the limits of technical predictability.

8. INTELLECTUAL AND INDUSTRIAL PROPERTY

1. A clickCompliance holds its rights to designs, logos, trademarks, patents, trade secrets, copyrighted works, computer programs, and other intellectual and/or industrial property rights.
2. No intellectual property and/or industrial property rights will be transferred or licensed to Users, except as provided in specific contracts that are in writing and signed by the parties.
3. A clickCompliance declares to be the owner of the copyright regarding the source code of Platform.
4. It is prohibited for Users modify, expand, alter, sublicense, sell, lease, donate, alienate, or transfer the Platform or the access rights to Platform.
5. Except with express authorization from clickCompliance, the Users will not be able to carry out web crawling, reproduce, copy, transform, modify, disassemble, reverse engineer, distribute or make available to the public any element of the Platform.
6. Information created from the use of Platform are the property of Employer-User.

9. UNLINKINGS

1. The Users acknowledge that this instrument does not establish a partnership, joint venture, employment relationship, corporate bond, or joint liability with the clickCompliance.
2. The Users recognize and accept that any contact, legal act, contractual relationship, negotiation or approach between Users through the Platform will be interpreted as having been executed solely and exclusively between the Employer-User and Employee-User.

10. GENERAL PROVISIONS

1. The present Terms of Use shall take effect upon accession of User, by completing and validating the registration.
2. The present Terms of Use shall prevail over any other prior documents or agreements between the parties.
3. Failure to require compliance with any clause shall be considered mere tolerance, and shall not imply a novation or waiver of rights.
4. O User is fully aware that the services are provided in compliance with the legal requirements in force.
5. If any provision of this Terms of Use is held to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.
6. In the use of the services provided by clickCompliance, the Users shall comply with current legislation, morality, public order, and these Terms of Use.
7. This Terms of Use binds the parties and their successors under any title.

11. FORUM

1. To resolve any disputes arising from this instrument, the court of the Central District of the Capital of the State of Rio de Janeiro is hereby elected.