The parties below agree to the terms of this instrument, which shall take effect on the date indicated below. THE PROVISIONS HEREIN SHALL SPECIFICALLY GOVERN THE RELATIONSHIP BETWEEN THE CONTRACTOR AND THE CLIENT and are subject to the CONTRACTOR’s general contracting terms, set forth in this terms of use for the services and at www.gotobiz.com.br/master

PURPOSE: This agreement covers the CLIENT’s engagement of the LiveCloud solution to provide services through a dynamic platform for cloud and/or hybrid computing, offering a range of services including computing capacity, storage, data, backup, applications, software, support, monitoring, and other possibilities, in accordance with the contracted proposal and terms of use established at www.gotobiz.com.br/condicoes-de-uso-livecloud 

The proposal submitted to and purchased by the CLIENT – Annex 1 – forms part of the scope of this agreement as a mandatory attachment, and the CLIENT hereby selects the services indicated in the commercial proposal.

GENERAL TERMS: This agreement provides for a baseline engagement defined in the attached commercial proposal – Annex 1. Services will be paid for in accordance with the baseline engagement and any additional consumption/services requested and/or required to meet the CLIENT’s immediate needs, based on the CONTRACTOR’s criticality credits. Contracted credits expire at the end of each month or contracted period and will not roll over to the following year. Any enhancements not included in the contracted amount, according to the initial baseline proposal – Annex 1, will be activated on demand and billed monthly.

This agreement will remain in force for the period stated in Appendix 1 and will be automatically renewed, in accordance with the current commercial policy, unless either party objects at least 30 days before its expiration.

The CLIENT is aware that the contracted services may use third-party platforms, as well as their specific rules, compliance requirements, and characteristics, which must be followed in accordance with each technology owner’s policies. Further details are available for review at www.gotobiz.com.br/livecloud, www.gotobiz.com.br/condicoes-de-uso-livecloud, and Terms of Use of Cloud Software.

RESIZING*: The CLIENT understands and agrees that it may opt for automatic on-demand environment resizing, where applicable and in cases of usage exceeding the planned level, hereby authorizing the automatic allocation of resources in proportion to the demand generated by the services used—positive system elasticity*.

Any resizing, provided it is not required due to system criticality*, according to the CONTRACTOR’s criteria and the need to maintain service quality, may be authorized by the CLIENT through a simple request to the CONTRACTOR via its sales team, the Processor Service Center (delivery team), the LiveCloud Portal, or other formats already used between the parties. If negative elasticity of the services is required, the engagement may not be reduced below 50% of the scope initially requested. *The use and consumption of services and resources not included in the original scope and/or exceeding previously established needs will be billed at the prices in effect when they are made available

The CONTRACTOR will perform the activities necessary to provide the services but shall not be liable for any interruption resulting from network failures caused by fortuitous events or force majeure, compatibility issues and/or defects in third-party products or services, including those of service providers connected to its network, unforeseeable problems relating to the technology used, virus contamination, or improper use, negligence, fault, or omission on the part of the CLIENT.

PASSWORDS: If provided, depending on the service rendered, a user and/or administrator password will enable access to the services for their management and/or use. The password recipient is solely responsible for defining the privacy policy governing its use and any consequences thereof

CONFIDENTIALITY: The CONTRACTOR shall keep CLIENT-related information confidential. Likewise, the CLIENT agrees not to disclose and/or transfer the methodologies and technologies used by the CONTRACTOR to third parties, except with the express written authorization of the CONTRACTOR's duly authorized representatives. The CONTRACTOR may include the CLIENT's logo in its informational and promotional materials, stating that the Client is a "user" of the products covered herein, as well as publicize the relationship established in case studies; this procedure therefore does not violate the confidentiality obligations set forth herein.

PRICES AND BILLING: The CLIENT will make payments according to the option selected in the commercial proposal attached to this instrument.

If the CLIENT fails to pay any installment, access will be blocked 15 (fifteen) days after its due date; payment of all future installments will nevertheless remain due.

Late payment of any invoice, note, or collection instrument issued by the CONTRACTOR in connection with this agreement and its exhibits by the CLIENT will result in a late-payment penalty of 2% (two percent) on the amount due, plus interest of 1% (one percent) per month “pro rata die,” and monetary adjustment, charged if payment is made more than 5 (five) days after the due date. In the event of judicial collection of overdue amounts, the CLIENT shall bear court costs and attorneys’ fees of 20% (twenty percent).

The CLIENT shall inform the CONTRACTOR of any change to the information mentioned in this instrument, including a change of address, failing which all notices and notifications sent to the addresses initially provided and stated herein shall be deemed valid.

TERMINATION AND PENALTIES: The CLIENT’s failure to pay the amounts established in this instrument may, at any time, result in termination of the contract by the CONTRACTOR, with the CLIENT required to pay the amounts and percentages established in these terms of use for future services linked to the proposal submitted, in addition to any other applicable sanctions.

Regardless of when the complaint or termination of this agreement occurs, and subject solely and exclusively to the provisions herein, any installments not yet due shall be accelerated and must be paid by the CLIENT upon termination. The amount paid shall not be refunded, even partially or proportionally, as it is intended to compensate for a specific service that will already have been allocated and funded in advance for the CLIENT. 

The Parties acknowledge that a breach of this agreement may cause damages to the injured party and that, in the event of any breach, the injured party shall be entitled to a contractual penalty up to the annual value of this agreement.

ARBITRATION: All disputes arising from or in connection with this agreement, its performance, or settlement shall be finally resolved by Arbitration, in accordance with the rules of the FEDERASUL Chamber of Business Mediation and Arbitration, an entity headquartered in the city of Porto Alegre, state of Rio Grande do Sul, elected by the parties to administer the arbitration proceedings, by one or more arbitrators appointed as provided for in said Rules.