Welcome to the Nimbi Platform!
By signing up to any of our apps, using our online services and clicking on the “I Agree” button below, your Company – hereby represented by You – agrees with these terms. Read them carefully.
REGISTRATION AND INTENT – “You” (Legal Entity listed in the specific Enrollment Form, hereby represented by its legal representatives whatever title they hold) agree that, by signing up to our website (www.nimbi.com.br), our apps or using any of our online services and clicking on the “I Agree” button below, you are executing a legally binding agreement with Nimbi S.A., a non-publicly traded corporation with head offices at Rua do Passeio, 62/10º andar, Centro, Rio de Janeiro, RJ, enrolled with the General Taxpayers’ Registry under No.02.890.199/0001-04.
You must use the Nimbi Platform only on behalf of your company described in the applicable Enrollment Form. You may not use your account in relationship to affiliates of the company or any third party.
These terms govern the relationship between NIMBI and You. They do not create any rights to third parties.
OUR SERVICES – Nimbi Platform consists of a web-based electronic system of virtual procurement, intended to serve as a channel for offer of products and services between you and companies that use the Nimbi Platform for such purposes, according to an applicable Adhesion Agreement (“Services”).
You acknowledge and agree that (i) the Nimbi Platform is a service that enables users to post content that will be available to the Purchaser (any company with whom You may negotiate within the Nimbi Platform), including, without limitation, content relating to proposals, offers and responses to RFPs (Requests For Proposal), but it is not an e-commerce platform; (ii) NIMBI will not intermediate transactions of any kind; (iii) no transaction will be completed between You and Purchaser through the Nimbi Platform; (iv) any supply of products or services to Purchaser, if any will be agreed to between Purchaser and relevant user(s) outside of the Nimbi Platform; (v) no flow of funds or closing of any agreement shall take place in the Nimbi Platform; and (vi) Nimbi shall not be liable vis-à-vis Purchaser or You for any transaction, product or service or for any payment possibly due by the Purchaser to You.
NIMBI may provide You with support services (helpdesk), as described in an applicable Adhesion Agreement. The Adhesion Agreement (if any) and the Terms of Services shall be read and construed jointly and shall form the agreement between You and NIMBI. The Terms of Services may be, but not necessarily will be, amended by the Adhesion Agreement. In the event of conflict between the Terms of Services and the Adhesion Agreement, the terms of the Adhesion Agreement shall prevail.
YOUR ACCOUNT – You will need an Account to use the online services of the Nimbi Platform. To have an Account means having a login and password. In order to protect your Account at Nimbi Platform, you should maintain your password in secret. The activity conducted through your Account is of your responsibility. We do not recommend that you reuse your password in other apps. If you become aware of a non-authorized use of your Account or password, you must immediately contact us and change your password to protect your data.
You may not share your login and password with third parties. If You still share your login and password with third parties, NIMBI disclaims any liability with respect to the information provided and you shall be solely responsible for all associated risks.
COMMERCIAL USE OF OUR SERVICES – By signing up, You acknowledge that you are legally responsible for the use of our Services on behalf of the legal entity which signed up for the Services and You take any responsibility over the relationships of the legal entity You represent through your connections and relationships with third party companies.
YOUR CONTENT – Some of our online Services allow you to submit “Content” (data, content or information which you upload to or post in the Nimbi Platform, which may include, without limitation, proposals, offers, products or services descriptions and pricelists). You remain the owner, including of intellectual property, of all Content that You share. In sum, anything that belongs to You, remains with You.
Purchaser shall define the terms, conditions and requirements for any opportunity that allows You to post any Contents. You shall be solely responsible for any and all Contents posted by You and for maintaining such Content updated at the Nimbi Platform.
You will have access to the content that Purchaser decides to make available to You at Nimbi Platform, at Purchaser’s sole discretion.
When you upload Content to the Nimbi Platform or otherwise send Content to our online Services, You expressly authorize NIMBI (and those which we work with) to use, host, store, process, treat, reproduce, transfer, analyze and perform such Content, provided that on an anonymous basis, the Content contains no End User confidential information and does not allow for the identification of the End User in any event, according to item VIII, article 7 of Law No. 12,965 of April 23, 2014, hereinafter referred to as “Internet Law” or “MCI”. The rights resulting from this authorization are strictly for purposes of operation, promotion, development and enhancements to your Services, performance management of the Nimbi Platform, negotiation and purchasing decisions by Purchaser and any of its affiliates, generation of reports to Purchaser, planning and procurement analysis, reports, analytics, monitoring and supervision of compliance with applicable laws (“Purposes”).
Notwithstanding the above, NIMBI shall have the right to process and use anonymized or aggregated data for any purposes which it desires as long as such anonymized data does not contain any of your confidential information and does not allow for your identification.
You acknowledge and agree that NIMBI has no control over the transmission of data through the Internet or any public telecommunications network and, therefore, Nimbi’s obligations provided in these Terms of Services and in the applicable Enrollment Forms do not apply to Contents while in transit through such networks.
You shall not copy, modify, distribute, sell or rent any part of our Services or embedded software or make reverse engineering or attempt to derive the source code of such software.
The use of the Nimbi Platform’s online services does not grant You any ownership of the intellectual property rights over the apps, functionalities, copyrights, patents, designs, trademarks, components or content that You access in our solutions. These terms do not grant You the right to use any trademarks or logos relating to the Nimbi Platform, NIMBI or its members.
YOUR OBLIGATIONS –What you MUST and MUST NOT do:
WHAT YOU MUST DO:
Comply with all applicable laws, including, without limitation, the MCI, privacy laws, intellectual property laws, tax laws and regulatory requirements;
Provide accurate information to Nimbi Platform and update it, as necessary;
Comply with the instructions set forth in the notices sent to You about the Services through Nimbi Platform;
Use the Services ethically and only for your internal business purposes; and
Use your true name (also including the full trade name of the company You represent) on your profile.
WHAT YOU MUST NOT DO:
Be dishonest or unethical by posting inappropriate or inaccurate Contents at Nimbi Platform;
Post non-exact information in the fields indicated in the profile form.
Cause damages to another legal entity, including sending of spams through theNimbi Platform;
Add, post, send email, transmit or otherwise display or introduce any Content that:
Falsely informs or identifies or otherwise inadequately represents your identity as a legal representative of your company, including, without limitation, a false description of the Services provided or products sold by your company;
Is, in whole or in part, illegal, defamatory, abusive or otherwise questionable;
Adds content to a field not designed thereto (for example, insert a telephone number in the “address” field or any other field, or include a telephone number, email addresses, postal addresses or any other personally identifiable information for which there is no specific field provided by the website);
Include information that You are not entitled to disclose or share according to the law or a contractual or fiduciary relationship (such as privileged information or confidential and private information that you know by virtue of a non-disclosure agreement);
Violates patents, trademarks, trade secrets, copyrights or other third party intellectual property rights;
Include any add, promotional materials, spams, threads and non-solicited or non-authorized spam pyramid schemes or any other type of solicitation. This prohibition includes, without limitation, the use of the website to send unsolicited promotional messages for companies’ contacts of the network without their authorization;
Contains software viruses, worms or any other code, file or computer program that interrupts, destroys or restricts the functionality of any software or hardware or telecommunications equipment of the website or any other website user;
Falsifies or manipulates identifiers to obscure the source of any communication transmitted through the Services;
Reverse engineer, decompile, decrypt or otherwise attempt to copy the source code of any intellectual property used at the Nimbi Platform or any part thereof;
Use information, content or any data viewed or obtained by You at Nimbi Platform website to provide any service to a NIMBI’s competitor;
Insinuate or state directly or indirectly that you are a NIMBI’s agent or legal representative, unless You have the documents that evidence this legal relationship;
Rent, lease, borrow, negotiate, sell/resell, license, sublicense, transfer, assign, distribute, commercially exploit or otherwise make Nimbi Platform available or grant access to Nimbi Platform to any third party or provide information about Nimbi Platform or similar information, in whole or in part, including through hosting services, multiple users licenses or multiple access arrangements, time sharing, cumulative use, outsourcing, service bureau or the like, except for the benefit of your commercial operations;
Remove any copyright, trademark or other title marking of the Nimbi Platform;
Remove, cover or otherwise obscure any type of add displayed at the Nimbi Platform;
Share information of non-users of the Nimbi Platform without their express consent;
Violate or use the Nimbi Platform’s trademark, logos or NIMBI’s trademarks or any of its members or licensors, except if expressly permitted by NIMBI;
Use software, devices, scripts, robots or other means or processes, manual or automated, to access, capture or spy any webpages or other services provided by Nimbi Platform;
Access Nimbi Platform through automated or manual means or processes in order to monitor the availability, performance or functionality of the Platform for any competitive purposes;
Engage in framing or mirroring activities or otherwise simulate the look-and-feel or functionality of Nimbi Platform website;
Attempt to access or actually access the website (Nimbi Platform) by any means other than the means authorized by NIMBI or through the interfaces provided by the website, such as the mobile apps or browsing through the website http://www.nimbi.com.br with an internet browser. This prohibition includes the access or attempt to access Nimbi Platform website through any services provided by third parties, including other platforms working as software-as-a-service.
Attempt or actually neutralize any safety component included or underlying the Nimbi Platform;
Participate in any type of activity that directly or indirectly interferes with the operation of Nimbi Platform infrastructure or that overloads the infrastructure beyond reasonable limits, including, without limitation, by attempting to obtain non-authorized access to the website or transmitting or activating a computer virus through the Nimbi Platform;
Interfere or interrupt or attack the website or the Services provided by Nimbi Platform including, without limitation, any servers or networks connected to the website.
CLAIMS REGARDING CONTENT POSTED AT THE NIMBI PLATFORM – We created the Nimbi Platform to transform the way companies connect and do business. In order to achieve this goal, we have different apps and online services which we offer as SaaS – Software as Service. In order for the Services to work well, it is necessary that You only share true and accurate information. We also comply with third parties’ intellectual property rights. Therefore, these Terms require that the information included/registered by You and your Content are accurate and do not violate intellectual property rights or other third parties’ rights.
NIMBI shall be entitled to remove any Content or information posted by You which, at NIMBI’s reasonable discretion, may reasonably violate applicable laws, third parties’ rights or the terms and conditions provided herein, or in compliance with applicable law or a valid court order or administrative order, regardless of NIMBI’s rights and remedies provided for in these Terms of Services and applicable law. NIMBI shall make commercially reasonable efforts to notify You of any removal of information, except when prohibited by law or court order. You hereby acknowledge and agree that in no event NIMBI shall be required to monitor or inspect the content of each information posted by You. To make complains, please email email@example.com
By agreeing to our terms, You automatically confirm that all information provided is true and that You comply with all prerequisites for us to work together.
YOUR SIGNATURE – The profile You use at the Nimbi Platform shall be part of the website. You agree: (1)to keep your password safe and in secret; (2)not to allow any third parties to use your account; (3) not to use the account of other users; (4)not to sell, negotiate or otherwise transfer your account within the Nimbi Platform to any other person/user; and (5) not to charge anyone for the access to the Nimbi Platform or to any information available in the Nimbi Platform. Furthermore, You shall be responsible for anything that happens in your account until you close your account or evidences that the security of your account has been impacted for reasons other than your own fault. In order to cancel your account email firstname.lastname@example.org.
PAYMENT AND PAYMENT TERMS – For the online Services used at the Nimbi Platform, You must pay NIMBI the fees according to the plan and the periodicity you choose from the payment options offered by the Nimbi Platform at the time of contracting, as provided in the Adhesion Agreement for each specific Purchaser.
If you opt to have access to more services within the Nimbi Platform, you must pay NIMBI the fees for the plan according to the periodicity you choose from the payment options offered in the Adhesion Agreement for the service or for the Purchaser.
Your failure to pay non-disputable fees at the maturity date according to the terms of this instrument shall entitle NIMBI to suspend your access to the Services, according to the conditions provided for in the applicable Adhesion Agreement for the applicable Purchaser until all financial issues are solved.
In case of any suspension to your right to access or use any part or totality of the Nimbi Platform, You shall remain responsible for all non-disputable fees incurred before the suspension date. If the suspension lasts more than thirty (30) days, your account at the Nimbi Platform may be cancelled, unless otherwise provided in the applicable Adhesion Agreement for the applicable Purchaser. Please note that You may also cancel or suspend your account according to the conditions provided herein.
OUR RIGHTS AND OBLIGATIONS
1. AVAILABILITY OF THE SERVICES. While Nimbi Platform’s website offers the Service, NIMBI reserves the right, at its exclusive discretion, to update, enhance or broaden the Services. Any modification, change or interruption of the Nimbi Platform, in whole or in part, as well as any change and modification to the Services fees to You or to all other users shall be posted in Nimbi Platform’s website or communicated directly to You, after which the change will become effective.
3. CONNECTIONS AND INTERACTIONS WITH OTHER USERS. You shall be solely responsible for your interactions with other users.
INTELLECTUAL PROPERTY NOTICES – The Services include copyrights, moral rights and intellectual property rights of NIMBI, its members or its licensors. Except with respect to the limited rights to access and use granted to You, NIMBI reserves the right to any intellectual property over the Nimbi Platform. The website, logos and all other trademarks, service marks, graphical elements and logos used at the Nimbi Platform and any Services are registered trademarks of NIMBI or its licensors.
Neither Party may use any trademark, name, service mark or logo owned by the other party or other users except if previously authorized in writing by the applicable party or the user, as applicable; provided, however, that you hereby authorize NIMBI to use your name and logo solely to indicate that You are a user of the Nimbi Platform.
Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same way it protects the confidentiality of its own Confidential Information of same nature (but in no event with less than a reasonable degree of care).
If the Receiving Party is required by law, regulation, court order or other competent authority to disclose Confidential Information of the Disclosing Party, the Receiving Party shall notify the Disclosing Party immediately about such required disclosure (to the extent permitted by law)in order to allow the Disclosing Party to seek or obtain a court order or any other remedy with the competent authority to avoid such disclosure. Receiving Party also agrees to provide, at its own expenses, reasonable assistance to the Disclosing Party if Disclosing Party wishes to appeal against such disclosure. If the Disclosing Party is not successful in appealing the disclosure of Confidential Information, Receiving Party shall only disclose the portion of the Confidential Information which it is legally required to disclose.
If the Receiving Party discloses or uses or threatens to disclose or use any Confidential Information of the Disclosing Party in violation of the confidentiality provisions provided herein, the Disclosing Party shall be entitled to, in addition to any other available remedies, sick preliminary injunction or similar remedies to avoid such acts.
DISCLAIMER OF LIABILITY – NIMBI is not responsible and hereby makes no statement or grants no warranty or condition with respect to the delivery of any messages (such as confirmation of the transmission of any content generated by any other user) sent from the Nimbi Platform website to any person. NIMBI has no obligation to verify the identity of the individuals that sign up for its Services and it has no obligation to monitor the use of the Nimbi Platform online Services by other users. Therefore, NIMBI hereby disclaims any liability for identity theft or any other non-authorized use of your identity or your information by third parties.
NIMBI disclaims responsibility for problems defined as Acts of God or force majeure according to Article 393 of the Brazilian Civil Code.
NIMBI will also not be responsible for personal, incidental, special, indirect or consequential damages, including, without limitation, damages for loss of profits, moral damages, loss of revenue, data corruption or data loss, failure in the transmission or reception of data, financial losses, indirect damages, special, consequential, exemplary or punitive damages, non-continuity of the business or any other damage or commercial loss (including any tortious or otherwise wrongful action or inaction) deriving from or relating to your use or your inability to use the Services or apps of the Nimbi Platform for any other reason.
INDEMNIFICATION – You agree to indemnify and hold Nimbi harmless against any damages, losses and costs (including, without limitation legal and attorney’s fees and expenses) relating to all legal claims brought in civil or criminal courts by third parties, which are caused by: (1) your non-compliance with these Terms, including, without limitation, the posting of content that violates third parties rights or applicable laws; (2)for any content submitted by You to the Services; and (3) for any illicit activity in which you are involved in or through the Nimbi network.
LIMITATION OF LIABILITY – Liability for any claim relating to the discussion or questioning of the Terms of Services of Nimbi’s website, including any implied warranties or conditions including without limitation, warranties of title or non-infringement and any implied representation, warranties and conditions of fitness for a purpose and merchantable quality and those arising from a course of dealing or usage of trade, shall be limited to the amount that You paid to NIMBI for the Services. Nimbi, nor its subsidiaries, affiliated companies, employees, shareholders or counselors shall not be cumulatively responsible for:(a) any damages greater than the amount most recently paid by You for a Service, or (b) any indirect or resulting damages, punitive or consequential damages or loss of use, profit, revenue or data suffered by You or any third party in view of your use of the Service, any App of the Platform or any content or other material available at the website which are accessed through the website or downloaded from NIMBI’s network website.
This limitation of liability is an essential element of the negotiation between the parties and, in the absence thereof, the terms and amounts charged would be different. The terms of this provision shall:
Apply regardless of whether or not (1) your claim is based on contract, tort, law, or any legal theory, (2) we knew or should have known of the possibility of such damages, (3)the limited remedies provided hereunder fail to achieve their main purposes; and
Not apply if you have signed an Adhesion Agreement (an agreement which may be signed with You to serve a specific Purchaser) which contains a separate limitation of liability provision that replaces this provision with respect to those services.
HOW TO CHANGE OUR SERVICES – We are constantly changing and enhancing our Services. We may include or remove functionalities or recourses and may also suspend or cancel some functionalities of the Service completely.
NIMBI may also include or create new limits to the Services at any time.
INADEQUATE USE OF THE SERVICES – Unless otherwise regulated and/or provided in the Adhesion Agreement, NIMBI may restrict, suspend or cancel the account of any user that abuses or inadequately uses the online services of the Nimbi Platform.The inadequate use of the Services includes infringing any intellectual property or moral right, violating the terms provided in the topic What You Must And Must Not Do or any other behavior that Nimbi, at its own discretion, considers a violation of its main purpose.
TERMINATION – Unless otherwise regulated or provided in the Adhesion Agreement of a specific Purchaser, either Party may terminate these Terms of Services and/or an Adhesion Agreement of a specific Purchaser at anytime for any reason, upon a sixty (60) day prior notice to the other Party.
Unless otherwise regulated and/or provided in the Adhesion Agreement of a specific Purchaser, Nimbi may, at its own discretion, terminate any Adhesion Agreement of a specific Purchaser hereunder upon notice to You, which will be effective immediately in case of termination or expiration of the Terms of Services between Nimbi and the applicable Purchaser, for any reason, without any responsibility to Nimbi and without any impact to the validity of the Adhesion Agreement of other Purchasers, if any.
Unless otherwise regulated and/or provided in an Adhesion Agreement of a specific Purchaser, either party may terminate these Terms of Services or any Adhesion Agreement in case of breach by the other party of any term or condition of these Terms of Services or the Adhesion Agreement, which is not cured within the term of thirty (30) days as from receipt of notice by the non-breaching party. The termination of a Specific Adhesion Agreement of Purchaser shall not affect the validity of any other Specific Adhesion Agreement of a Purchaser nor the Terms of Services which are then in force. The termination of these Terms of Services should automatically result in the termination of all Specific Adhesion Agreements of Purchasers then in force.
Notwithstanding the above, Nimbi will have the right to cancel your access to the virtual website of any specific Purchaser at the Nimbi Platform if the Purchaser sends a written notice to NIMBI requesting that You are excluded from the Purchasers webpage at the Nimbi Platform.
Termination of these Terms shall not prevent either party from seeking any other available remedies and does not exempt You from your liability to pay all fees incurred before termination.
Upon termination or expiration of these Terms of Services for any reason, your access to the Nimbi Platform shall be immediately interrupted, provided, however, that your Contents will be made available by Nimbi for download during the period of thirty (30) days, after which Nimbi will have the right to delete or destroy any of your data, except for any data which is required to be retained by Nimbi for compliance with applicable laws.
Noncompliance with the obligations hereunder due to facts that are beyond the parties’ control, such as Force Majeure or Acts of God according to Article 393 of the Brazilian Civil Code, shall not be considered a cause for contract termination.
NOTICES AND SERVICES OF PROCESS
With respect to notices relating to a breach of contract or termination, such notices must be considered delivered, if send by express registered mail, pre-posted, with delivery receipt included, within five (5) days from posting or, if sent by email, within three (3) business days as of the day that the email was sent, to the following addresses
If to NIMBI
Attn.: Legal Department
If to You, according to the information provided in your registration or another address provided in writing.
All notices that You send which are not in accordance with the terms of this provisions shall have no legal effect.
You agree that these Terms of Services and the Adhesion Agreement constitute the entire, complete and exclusive agreement between You and NIMBI with respect to the online services of the Nimbi Platform and prevails over all previous agreements and understandings, whether verbal or written, with respect to the scope of these Terms of Services.
Tolerance regarding non-compliance of these Terms of Services or NIMBI’s or Your failure to enforce any right under these Terms of Services shall not constitute a novation or acceptance of any future breach or the waiver to any rights established under these Terms of Services and shall be valid separately.
The parties elect the courts of the State of São Paulo, Brazil, with the exclusion of any other, regardless of how privileged, to solve any conflicts arising from these Terms of Services.
The parties to these Terms are independent. These Terms do not create any agency, partnership, franchise, joint venture or employment relationship between the parties.
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