Additional terms for free trials

Appendix 1.

The Attachment in question is an integral part of and supplements item 11. of the “Terms and Conditions” arising from access to and use of ANY SOFTWARE AS A SERVICE (“SaaS Services”) and that is made available by or on behalf of TRAIVE DO BRASIL SOLUÇÕES FINANCEIRAS LTDA. – CNPJ/MF nº 35.192.878/0001-50 (“Traive”), during a Free Trial period.

      1. Traive’s Property Rights.
        Our trademarks may not be used in connection with any product or service without Traive’s prior written consent. Any and all data and/or information entered and stored by you on any Traive system under these Terms and Conditions, as well as any reports, business model flows and report designs created by you using the standard functionality built into the SaaS Services during the Free Trial, will be permanently lost after the end of the Free Trial, unless you purchase a SaaS Service or export such data prior to the end of the trial period in accordance with these Terms and Conditions. Nevertheless, in any event, Traive reserves the right to keep such data as is or in an anonymized format, and use it for any lawful purposes related to its activities, including for product development and marketing, metrics gathering, learning systems and statistical purposes. You grant Traive all right, title and interest in and to any Feedback you provide regarding the SaaS Services. If, for any reason, such assignment is ineffective, you agree to grant Traive a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and exploit such Feedback without restriction.

      1. Confidentiality.
            1. Interested Party agrees that Confidential Information does not include only that information that the respective Receiving Party can prove: (i) being in the public domain prior to its receipt; (ii) that became public after its receipt from the Disclosing Party, provided that this did not arise out of conduct of the Receiving Party or involve a breach of these Terms and Conditions; (iii) that was available to, or in the possession of, the Receiving Party prior to the date the information was received by it from the Disclosing Party; or (iv) that was independently developed by the Receiving Party by lawful means without any breach of any provisions of these Terms and Conditions;

            2. The eventual provision of Confidential Information by the Disclosing Party to the Receiving Party in the scope of the Free Trial does not imply its licensing, transmission, transfer, assignment of right and/or authorization of use over any trade and industry secrets, brands, patents and/or rights related to industrial property;

            3. The Receiving Party undertakes not to disclose or provide any Confidential Information that may be provided to it by the Disclosing Party, in order to avoid, in any way, the eventual exposure of the business conducted by the Disclosing Party, as well as any losses, damages or injuries resulting from such exposure;

            4. The Receiving Party shall ensure that Confidential Information is not copied or reproduced in any way, except where there is a demonstrated need to use such copies, or reproduction thereof, for purposes of the Free Trial;


            5. The confidentiality obligations herein will last for the term of the Free Trial and for an additional twelve (12) months from its effective date of termination; and


            6. Without prejudice to the Disclosing Party’s immediate termination of the Free Trial, if the Receiving Party breaches any obligation of confidentiality hereunder, it shall be liable without limitation to the Disclosing Party for the losses and damages it causes.

        1. Data Protection.
              1. The Interested Party undertakes to cooperate with Traive for the purposes of maintaining the personal data processed in a secure environment;

              1. Traive disclaims any and all liability for direct or indirect losses and/or administrative sanctions related to information security incidents that relate to breaches of confidentiality, integrity or availability caused by any action or omission of the Member;

          1. Traive’s Limitation of Liability and Indemnity.

                1. The entire liability of Traive and any of its suppliers to the Member under any provision of these Terms and Conditions shall be limited to the amount in Reais corresponding to USD 100.00 (one hundred US dollars);

                2. To the fullest extent permitted by applicable law, in no event or scenario shall Traive or its suppliers be liable for any special, incidental or indirect damages of any kind (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way connected with the use or inability to use the SaaS Services, third party software and/or third party hardware used with the SaaS Services, or otherwise in connection with any provision of these Terms and Conditions);

                3. If applicable laws do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, Traive’s liability will be limited to the greatest extent permitted by law; and

                4. You shall indemnify and hold Traive, its affiliates and their respective employees and agents harmless against any loss, cost, damage or expense (including reasonable attorneys’ fees and costs) with respect to any claim relating to (i) your data or any other content or materials entered, stored or processed by any Traive system in connection with your use of the SaaS Services hereunder or (ii) any breach by you of these Terms and Conditions.

            1. “AS IS” and “AS AVAILABLE” disclaimers
                  1. The SaaS Services are provided on an “AS IS” and “AS AVAILABLE” Free Trials basis, which includes all faults and defects, without warranty of any kind. To the fullest extent permitted by applicable law, Traive, on its own behalf and on behalf of its affiliates and their respective licensors and suppliers, expressly disclaims all warranties, express, implied, statutory or otherwise, with respect to the SaaS Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise from the course of dealing, course of performance, use or trade practice. Traive makes no warranty or commitment, and makes no representations of any kind, that the SaaS Services will meet Interested Party’s needs, achieve any intended results, be compatible with or work with any other software, applications, systems or services, operate without interruption, meet any standards of performance or reliability or be error free, or that any errors or defects can or will be corrected;

                  2. Traive or any of its suppliers make no representations or warranties of any kind, express or implied: (i) as to the operation or availability of the SaaS Services or the information, content and materials or products included therein; (ii) that the SaaS Services will be uninterrupted or error-free; (iii) as to the accuracy, reliability or timeliness of any information or content provided through the SaaS Services; or (iv) that the SaaS Services, their servers, the content or emails sent by or on behalf of Traive are free of viruses, scripts, Trojan horses, worms, malware, time bombs or other harmful components;

                  3. Should applicable law deem you to be a consumer of the SaaS Services, the exclusions and limitations set forth in this section will apply to the greatest extent possible under applicable law.