TERMS OF USE
Dear Sir or Madam,
These Terms of Use shall rule the relationship between ATLAS GOVERNANCE and USERS.
In order to utilize the Platform services, you must agree with and accept the Terms of Use and the Privacy Policy.
CHAPTER I
- GENERAL CONDITIONS -
1.1. Scope. These General Terms and Conditions of Use (referred to as “Terms of Use” or “Terms” only) bind all the activities developed and services offered by ATLAS GOVERNANCE (hereinafter referred to as “Platform”), which includes the website and its subdomains, applications, programs and other extensions. The Platform is owned by Atlas Governance Tecnologia Ltda, a company registered at the CNPJ under No. 25.462.636/0001-86, with its headquarters at Rua Pais De Araújo 29, Suite 144, Itaim Bibi, São Paulo/SP, ZIP 04531-940, and is under its responsibility and management.
1.2. Action . ATLAS GOVERNANCE is a Platform for organizing and managing Board meetings.
1.3. Electronic Signature. ATLAS GOVERNANCE integrates with the API-Rest of theCLICKSIGN Application, which belongs toCLICKSIGN GESTÃO DE DOCUMENTOS S.A.; withCERTISIGN, belonging toCERTISIGN CERTIFICADORA DIGITAL S.A.; with DOCUSIGN, owned by DOCUSIGN, INC; and with CONTRAKTOR, owned byCONTRAKTOR - TECNOLOGIA LTDA. to provide the USERS with the possibility of contracting or utilization of electronic signature services for minutes and votes at ATLAS GOVERNANCE.
1.3.1. ATLAS GOVERNANCE is entitled to choose the platform with which it shall perform the aforementioned integrations, according to the availability of the Platforms at the time of the USER's request.
1.3.2. The USER hereby acknowledges that, when clicking on the button to sign a Document, they shall be (i) authorizing the platforms which integrate with ATLAS GOVERNANCE to temporarily record their “Signature” in a file logically associated with that document (“Log”), and (ii) agreeing that the Log (which registers Signatures and other relevant information such as time, events, and internet protocol address) is exclusive to, and shall be considered an integral part of its respective Document.
1.3.3. By signing, the USER agrees that the Signature means that (i) you have had access to, and the opportunity to examine the Document and its contents, (ii) your ability as a signatory is correctly reflected in your Signature, and (iii) you intended to sign for all purposes stated in the Document.
1.3.4. The USER is aware that the platforms with which ATLAS GOVERNANCE integrates for electronic signature of documents can store information shared in foreign territory.
In the case of an Individual Account, the Signature consists of the expression “Signed” (or equivalent expression e.g. “Approved”, “Acknowledged”, “Signed as”), by the Username, and by the Individual User Account number.
ii. In the case of a Corporate Account, the Signature consists of the expression “Signed” (or equivalent expression e.g. “Approved”, “Acknowledged”, “Signed as”), by the Username, by the User's corporate position, by the Organization Denomination, and the Corporate Account number.
iii. In the case of an Institutional Account, the Signature consists of the expression “Signed” (or equivalent expression e.g. “Approved”, “Acknowledged”, “Signed as”), the title of the Institutional Account, the Organization Denomination, and the Institutional Account number.
1.4. Subjects . USERS are Individuals who are members of the administrative board of companies which acquire the Platform license.
1.5. Adhesion and Acceptance . By the present instrument, the USERS agree that:
(i) They must accept the Terms of Use and Privacy Policy of ATLAS GOVERNANCE, for the purposes of registration, access control and execution of improvements to the Platform;
(ii) By clicking on the Terms acceptance box, they must adhere to and agree to submit to the provisions of these Terms;
1.6. Violation of the Conditions . In the event that a USER fails to comply with any of the conditions provided herein, ATLAS GOVERNANCE reserves the right to close their respective accounts and suspend or cancel their access to the Platform, without prior notice.
1.7. Modifications. ATLAS GOVERNANCE reserves the right, at any time, to modify the Terms of Use, always upon the submission of notices to the USER's awareness, without any liability from ATLAS GOVERNANCE due to:
1.7.1. Any modifications made by ATLAS GOVERNANCE to the platform, which shall take effect immediately after their online publication.
CHAPTER II
- HOW TO USE -
2.1. Dynamics . The USERS, to register with ATLAS GOVERNANCE, must fill out the form provided by it. Once this is done, USERS shall be able to purchase an annual license to use the Platform's resources.
2.2. Incorrectness of Registration Information . The USER, in order to utilize the Platform Services, must provide the required information at the time of registration, in accordance with the provisions of the Privacy Policy.
2.2.1. ATLAS GOVERNANCE reserves the right to prevent, at its discretion, new registrations, or to cancel those already made, in case an anomaly is detected which it deems, in its analysis, to be covered by a serious error or demonstrates a deliberate attempt to circumvent the rules described herein, mandatory for every USER.
2.3. Use of Registration by Third parties . The registrations on the platform are individual and non-transferable, and ATLAS GOVERNANCE must be immediately notified of any unauthorized use of a USER account, in a timely manner, ATLAS GOVERNANCE not being liable for any losses or damages arising from the use of “login” and password by a third party, with or without the user's consent.
2.3.1. The USERS must: (i) Be careful with their individual identification data whenever they access the Internet; (ii) Take other necessary measures to protect themselves from damages, including online and offline fraud; (iii) Be diligent in the use of the content made available at ATLAS GOVERNANCE, knowing their responsibilities; and (iv) Strictly comply with all provisions of the present Terms of Use.
2.4. The USER’s Obligations. The USER is obliged to:
a) Not utilize ATLAS GOVERNANCE for any purposes which are unlawful or prohibited by the terms of use and/or applicable norms;
b) Authorize ATLAS GOVERNANCE to send communications by email, telephone or instant messages, including advertising;
c) Present honest and good faith behavior;
d) Correctly and accurately inform all their data, for registration purposes;
2.5. The Platform's Obligations. ATLAS GOVERNANCE is obliged to:
a) Make the Platform services available in a safe and stable manner;
b) Maintain, according to its judgment and market possibilities, the constant updating of the platform aiming at its improvement and adaptation to the new technologies available;
c) Protect the confidentiality of all USER information.
2.6. Reputation . The USERS declare, when consenting to the present document to utilize the Platform, that they have unscathed reputation, being henceforth aware that false or untrue registration information registered or provided during the electronic service contracting process may constitute a crime.
CHAPTER III
- FEATURE ACCESS AND RESTRICTIONS -
3.1. Restrictions . It is not allowed to access the programming areas of ATLAS GOVERNANCE, its database or any other set of information which is part of the webmastering activity, as well as to perform or allow any type of reverse engineering, translation, decompilation, copying, modification, reproduction, rental, sublease, sub-licensing, publication, disclosure, transmission, loan, distribution or, in any other way, the provision of consultation tools on this website and its functionalities for third parties without the prior and express authorization of ATLAS GOVERNANCE, the perpetrator being subject to the penalties of the Brazilian law, without prejudice to the obligation to repair the damages which might be caused. Such restriction includes any attempt to incorporate any information from the platform into any other directory, product or service.
CHAPTER IV
- REMUNERATION AND CANCELLATION -
4.1. Remuneration . In order to utilize the resources provided by the Platform, theUSER shall need to pay the amount established by ATLAS GOVERNANCE for the annual license, through bank payment slip.
4.1.2. Should the USER fail to pay the amount established by ATLAS GOVERNANCE, their access to the Platform shall be suspended.
CHAPTER V
- EXCLUDED WARRANTIES -
5.1. Availability . The platform is available for use by USERS and is offered “as is” and “as available”. ATLAS GOVERNANCE declines any liability for implied warranties of merchantability, fitness for a particular purpose and financial return. In addition, ATLAS GOVERNANCE does not guarantee that the services shall be provided without interruption or error. The USER hereby accepts that all risk arising from their utilization of ATLAS GOVERNANCE is their sole responsibility.
CHAPTER VI
- LIMITATION OF LIABILITY -
6.1. ATLAS GOVERNANCE shall be exclusively and limitedly responsible for the services it provides
6.1.1. ATLAS GOVERNANCE reiterates that it does not constitute, with any of the platform USERS: (i) a company, association or representation; (ii) provision of any service other than the subject matter of this particular instrument, and/or (iii) employment relationship.
6.2. Responsibility. ATLAS GOVERNANCE shall not be held liable for any losses or damages suffered, resulting from: (i) any incorrect or incomplete information which is provided by a USER; (ii) any fraud, fraudulent statement or breach of duty, or breach of any of the conditions by a USER or by third parties; (iii) problems in data processing caused by third parties.
6.2.1. ATLAS GOVERNANCE is not responsible for data stored on the platforms with which it integrates for electronic signature of documents outside the national territory.
6.3. Violation of Third-Party Rights . ATLAS GOVERNANCE shall not be held liable towards any USER for any breach of third-party rights.
6.4. Damages . Under no circumstances shall ATLAS GOVERNANCE be held liable for indirect, incidental, special, exemplary, punitive or consequential damages, including personal or property damages, related to, or otherwise resulting from, any use of the platform the USER may suffer due to the actions performed or not performed through it, even if they result from the conduct of third parties.
6.5. Indemnification. The USERS shall indemnify ATLAS GOVERNANCE, officers, administrators, associates, representatives and employees for any lawsuits filed by third parties arising from their activities on the Platform, and for non-compliance with the terms of use and conditions and other policies of the Platform, as well as for the violation of any laws or third-party rights, including attorney's fees.
CHAPTER VII
- REGISTRATION INACTIVATION, DOUBTS AND SUGGESTIONS -
7.1. Registration Inactivation, Doubts and Suggestions. In case of inactivation of the account, questions or suggestions about the ATLAS GOVERNANCE Terms of Use or any other information, the USER may contact the ATLAS GOVERNANCE administrators through the email address [email protected].
7.2. Registration inactivation and prohibition . In order to maintain trust and respect on this Platform, acts which are illegal or incompatible with the proposal to ensure the provision of quality services shall be prohibited. Thus, such acts may result in suspension or inactivation of the registration of the USER that incurs in any of the situations listed below:
(i) Promotion of violence and/or discrimination, based on issues of race, sex, religion, nationality, sexual orientation or any other type;
(ii) Violation of any laws, mainly with respect to copyright, intellectual property, such as unauthorized copies, use of images, sounds, movements or texts without the author's authorization, be they trademarks, replicas and/or counterfeits;
(iii) Violation of the provisions of the Platform's Privacy Policy;
(iv) Non-payment of the amount charged for using the Platform.
CHAPTER VIII
- PLATFORM ENGINEERING -
8.1. Improvement . The USERS agree that each and every system, platform or service, regardless of its producer or characteristics, is a type of product which is always being updated and improved, having, constantly and unconditionally, aspects to be improved, which cannot be considered itself as failure or defect.
8.2. Functioning Errors . Any errors in the Platform operation shall be corrected as soon as possible, during the period that is necessary for maintenance. ATLAS GOVERNANCE does not intend that the operation of the Platform's server, as well as its system, database, software and website, is free of errors, failures or interruptions.
CHAPTER IX
- INTELLECTUAL PROPERTY -
9.1. Intellectual Property Utilization. The commercial use of the expression "ATLAS GOVERNANCE", as a brand, business name or domain name, and the logo, are the exclusive property of the owners of ATLAS GOVERNANCE, as provided in the respective articles of incorporation of the company. Likewise, copyright and other rights which may be protected by industrial property, such as structure, the contents of the screens related to the Platform, as well as programs related to it, software, website, databases, networks and files. All rights are protected, in Brazil and internationally, by international copyright laws and treaties, trademarks, patents, models and industrial designs. The owners of ATLAS GOVERNANCE reserve all rights regarding authorship, trademarks, patents, models and industrial designs, whether they are owned or licensed on their behalf, to themselves.
9.1.1. It is not permitted to reproduce, duplicate, copy, sell, resell, visit, or in any other way exploit the content of the Platform for commercial purposes without the prior written consent of the owners of ATLAS GOVERNANCE. In particular, the use of data mining, robots, or other data collection and extraction tools to extract, in an isolated or recurring manner, any substantial part of the Platform for its reuse is expressly prohibited.
9.2. Relations with Third Parties. The Platform may provide access links to other websites, which does not mean that these websites are owned or operated by ATLAS GOVERNANCE. As it has no control over these websites, ATLAS GOVERNANCE shall not be responsible for the content, practices and services offered on them. The presence of links to other websites does not imply a partnership, supervision, complicity or solidarity relationship between ATLAS GOVERNANCE and these websites and their content.
CHAPTER X
- FINAL CONDITIONS -
10.1. Access Suspension and Cancellation . In the event of failure by the USER to comply with any provision of the Terms of Use, the USER acknowledges and accepts that ATLAS GOVERNANCE may, without prior notice, temporarily or permanently interrupt or suspend part or all of access to the platform.
10.2. Warning and suspension . Without prejudice to other applicable measures, ATLAS GOVERNANCE may warn, suspend, temporarily or permanently, a USER’s access, at any time, if:
a) they fail to comply with any provision of the terms of use or privacy policy;
b) they fail to comply with any of their obligations or prohibitions assumed when utilizing the platform services;
c) they utilize, without authorization, the name and/or brand ofATLAS GOVERNANCE, in whole or in part, and violate ATLAS GOVERNANCE's intellectual property rights;
d) their identity cannot be verified or if any information provided by them is incorrect;
10.3. Handling of Personal Data . In order to ensure the Platform’s quality and for USERS to obtain results quickly and safely, the provision of personal data is required, in accordance with the ATLAS GOVERNANCE Privacy Policy.
10.4. Nullities . If any clause in the present instrument is considered to be illegal, invalid or inapplicable, in whole or in part, under any law, such clause or part of it shall, in this exact measure, be understood as not being part of the Terms of Use, and the legality, validity and applicability of the other clauses shall not be affected.
CHAPTER XI
- GOVERNING LAW AND JURISDICTION -
11.1. The present Terms of Use are governed by the Brazilian law, having defined the court of jurisdiction of the District of Rio de Janeiro as competent to settle any disputes arising therefrom, expressly dismissing any other, however privileged it may be. Priority should always be given to attempts at resolution by self-mediation.