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1.1. The following shall not be considered “CONFIDENTIAL INFORMATION” for the purposes of this instrument: (i) information, data, materials, documents, technical or commercial specifications, innovations or improvements that, at the time of their disclosure by one of the PARTIES, are demonstrably already known to the other PARTY, provided that such prior knowledge was obtained lawfully and legitimately; (ii) are in the public domain; (iii) are the subject of express written permission from the Holding Party, respecting the limits and conditions set forth in the permission for the disclosure of the information; (iv) are requested by court order and/or by the Public Administration or whose disclosure is determined by law, respecting the strict limits of the request or determination; (v) are necessary for the perfect execution of the CONTRACT or the SERVICES; and (vi) are shared with the CONTRACTOR's strategic partners, on a limited basis, under the terms and purposes expressly provided for in this Contract, subject to the prior and express authorization of the CONTRACTING PARTY by accepting this instrument, exclusively to enable the customization of offers of products and services of interest to the CONTRACTING PARTY, and other operations permitted by law, it being understood that the CONTRACTOR is not responsible for acts, decisions or offers made by these partners.
1.2. The PARTIES agree to restrict access to and maintain the confidentiality of CONFIDENTIAL INFORMATION transmitted between them, disclosing it only to those employees who need it to perform the functions assigned to them under this contract, and who will sign a separate confidentiality agreement regarding the information received.
1.3. The commitments set forth in this confidentiality clause are assumed on an undisclosed, irrevocable and unretractable basis, and shall survive the termination of any commercial or other relationship existing between the PARTIES for a period of 5 (five) years after the respective termination.
1.4. The CONTRACTOR shall not be liable for breaches of the aforementioned data and information resulting from fraud committed by persons authorized by the CONTRACTING PARTY, nor for those resulting from criminal or irregular actions by third parties and hackers, provided that it is demonstrated that they were beyond the limits of technical predictability at the time they occur. The CONTRACTING PARTY acknowledges and agrees that the CONTRACTOR cannot be held liable for incidents beyond its reasonable control or arising from failures of systems, equipment, or networks under the management of the CONTRACTING PARTY itself.
2.1. SKYONE Platforms manage and orchestrate computing resources across cloud providers using proprietary software designed for load balancing and autoscaling.
2.2. The CLIENT acknowledges that the SKYONE Platform(s), including all its content, components, technologies, codes, technical documentation, methodologies, trademarks, logos, and any updates, corrections, customizations, or improvements, even if requested by the CLIENT, belong exclusively to SKYONE or third-party licensors. These elements are protected by Laws No. 9.609/1998 and No. 9.610/1998, as well as by international intellectual property standards.
2.3. The use of the SKYONE Platform(s) by the CONTRACTING PARTY is subject to the specific terms of this contract. The CONTRACTING PARTY receives only a limited, non-exclusive, non-transferable, temporary, paid, and revocable license for internal use of the Platform(s), as provided for in this CONTRACT. This license does not imply and should in no case be interpreted as an assignment, transfer of rights, co-authorship, or co-ownership of the Platform to the CONTRACTING PARTY.
2.4. The CLIENT's use of the software must fully respect the technical and contractual limits established by SKYONE, under penalty of immediate license revocation. The CLIENT, its representatives, partners, employees, or any third parties linked to it are prohibited from:
a) copy, sublicense, sell, donate, rent, lend, or allow access to third parties, even free of charge; b) reverse engineer, decompile, modify, integrate with competing systems, or attempt to access the source code, logical structure, or architecture of the Platform, as well as develop derivative or similar source code, or any other act that may violate SKYONE's intellectual property rights;
2.5. SKYONE declares that it is the legitimate holder of the rights to exploit the Platform(s) and/or has the respective authorization from the holders, and that it was not aware, at the time of contracting, of any violation of third-party rights. If a culpable infringement arising exclusively from material provided by SKYONE is proven, SKYONE will be liable within the limits of the law and this CONTRACT.
2.6. The data entered or processed by the CLIENT remains its property. The CLIENT authorizes SKYONE to use it only for the operation, maintenance, support, and security of the Platform(s), as well as for offering complementary services and generating anonymized statistical reports, without identifying data subjects, including for improving products and services. The CLIENT declares that it possesses all necessary rights over the data entered on the Platform, exempting SKYONE from any liability arising from unauthorized, illegal use or violation of third-party rights.
2.7. Misuse of the SKYONE Platform(s) may result in immediate suspension of access, termination of the CONTRACT, and liability for losses, damages, and applicable legal measures, including the right of recourse if SKYONE is held liable for damages caused by such use, exempting SKYONE from any liability arising from unauthorized, unlawful use or use that violates the rights of third parties.
2.8. The CLIENT must notify SKYONE immediately and in writing if they become aware of any copyright infringement or misuse of the Platform(s) by third parties.
2.9. Unauthorized access, copying, or use of the SKYONE Platform(s) using the credentials of the CONTRACTING PARTY, or persons linked to it, will be its direct and objective responsibility. The CONTRACTING PARTY undertakes to adopt all necessary security measures to protect its credentials, being fully responsible for their safekeeping and confidentiality.
3.1. The Parties acknowledge and declare that the SKYONE Platforms were developed for use by general users and were not developed specifically for the CLIENT. Therefore, the CONTRACTOR does not guarantee that the platform will meet the CLIENT's specific needs, except in cases where the Parties agree on specific development, personalization, modification, or customization services. In such cases, the CONTRACTOR may ensure that the CLIENT's specific needs are met, under the terms of the specific agreement, only in relation to the items subject to specific agreements, and this does not extend to computer programs, modules, or third-party services necessary for the execution of the CONTRACT. Thus, as a rule, the SKYONE Platforms are offered "as is ," and the CONTRACTOR offers no guarantees of any kind regarding usability, suitability for specific purposes, or meeting the CLIENT's needs.
3.2. The SKYONE Platform uses and integrates third-party programs and services (“Third-Party Software”) for its operation, acting only as an intermediary, licensor on behalf of the CLIENT, distributor, installer, or integrator. The CLIENT agrees to the use of this software and undertakes to fully comply with the respective terms of use and licensing conditions, in accordance with the commercial proposal, other CONTRACT documents, or by electronic acceptance on the Platform itself.
3.3. SKYONE is not responsible for the misuse and non-compliance with the terms of use and licensing conditions by the CLIENT, of Third-Party Software integrated into the Platform, or of any other Third-Party Software installed, configured or used by the CLIENT in conjunction with the Platform.
3.4. Failure to comply with these terms by the client may result in the immediate interruption of the use of the software and related services, without prejudice to other penalties stipulated in the contract or applicable law. SKYONE is not liable for any losses, damages, or unavailability resulting from the client's improper use, failure, or lack of licensing of Third-Party Software.
3.4.1. The use of any third-party software, tools, applications, platforms, or components (“Third-Party Software”), current or future, made available, integrated, embedded, sublicensed, resold, distributed, installed, or used in conjunction with the SKYONE Platforms, with or without prior notice, including but not limited to the Third-Party Software indicated below, is subject to mandatory compliance with the respective terms of use, licenses, and policies established by their manufacturers or suppliers.
3.4.2. By accepting the proposal and terms set forth in the Master Licensing Agreement for Use, Provision of Services and General Conditions of Use of the SKYONE Platforms, the CONTRACTING PARTY expressly and unequivocally declares that:
a) You are aware that Third-Party Software has its own terms of use, independent of Skyone;
b) Agrees to fully comply with all terms, conditions, licenses and restrictions established by the manufacturers or holders of the rights to Third-Party Software, including those that may be incorporated into the SKYONE Platforms in the future, even without prior communication or notice;
c) Acknowledges automatic acceptance of the terms of use applicable to any Third-Party Software that may be used;
d) Assumes full responsibility for the proper, legal use and compliance with such terms, exempting SKYONE from any liability arising from non-compliance with the conditions imposed by the manufacturers of Third-Party Software;
e) Skyone has no control over the terms, policies, functionalities, or any changes made by the manufacturers of Third-Party Software, and is not responsible for unavailability, failures, licensing changes, or any impacts resulting from decisions made by these suppliers.
Sole Paragraph: Become familiar with the terms and conditions of Third-Party Software used on the SKYONE Platforms via the links below. Such availability does not constitute an obligation for prior updating or notification. These provisions also apply to any other Third-Party Software that may be used, integrated, or embedded in the SKYONE Platforms, even if not listed or previously communicated
Oracle: Oracle Terms and Conditions
TS Plus: TS Plus Terms and Conditions
Trendmicro: Trendmicro Terms and Conditions
Microsoft: Microsoft Terms and Conditions
3.5. Should SKYONE be sued, judicially or extrajudicially, by any third party due to acts of the CONTRACTING PARTY or third parties linked to it, the latter undertakes to: (i) fully assume the defense, by means of third-party notice or joinder of parties, when applicable; (ii) fully reimburse and/or indemnify SKYONE for any amounts spent for this purpose, including attorney's fees, court costs and any judgments; and (iii) hold SKYONE harmless from any resulting damages.
3.6. Without prejudice to the foregoing, the CONTRACTED PARTY expressly disclaims any liability and indemnities, losses and damages, lost profits, damages of any kind, or under any title, losses or business interruption; for defects in computers, equipment or peripherals, or any other direct, indirect, incidental, consequential, special, or punitive damages, arising directly or indirectly from the acquisition, or use, or inability to use the SKYONE Platforms and/or services acquired from the CONTRACTED PARTY, caused to the CONTRACTING PARTY or third parties. This limitation applies even to situations beyond the control of the CONTRACTED PARTY, such as viruses, hackers, loss of passwords, the outcome or profitability of the CONTRACTING PARTY's undertaking, or other situations that do not depend on the CONTRACTED PARTY. This exemption also applies to failures, unavailability, technical limitations, usage restrictions, or unilateral changes made by third-party suppliers of software, clouds, modules, or integrated services necessary for the execution of the CONTRACT.
3.7. Any incidents arising from: (i) improper, inadequate or unauthorized use of the SKYONE Platform(s) by the CONTRACTING PARTY or by third parties under its responsibility; (ii) data, software, access or external integrations provided or managed directly by the CONTRACTING PARTY or by third parties contracted by it; (iii) non-compliance with security best practice recommendations indicated by SKYONE; (iv) failures or unavailability caused by force majeure, acts of third parties or vulnerabilities intrinsic to the CONTRACTING PARTY's infrastructure; (v) data sharing with partners, which may only occur within the limits of applicable law and the authorizations expressly provided for in this Contract, with the respective partners being fully and exclusively responsible for their acts and omissions; or (vi) other situations that are not demonstrably caused by the exclusive fault of SKYONE, will not be attributable to SKYONE, without prejudice to the provisions set forth in the clauses on personal data protection and limitation of liability of this CONTRACT.
3.8. The CLIENT acknowledges, accepts, and declares awareness that the current state of software development technology does not allow for the guarantee of creating computer programs that are completely free of flaws or defects, and therefore, the CONTRACTOR cannot guarantee that the program will operate uninterruptedly or free of flaws or defects. Similarly, the CONTRACTOR does not guarantee the continuity, availability, or compliance of licenses, terms of use, updates, and technical support provided by third parties, and it is the CLIENT's sole responsibility to observe such conditions. Under no circumstances shall the sum of the liabilities and indemnities payable to the CONTRACTOR, arising directly or indirectly from this contract, exceed the amounts paid to the CONTRACTOR by the CLIENT under this CONTRACT during the 12 (twelve) months prior to the event that results in the CONTRACTOR's liability.
4.1. Definitions. For the purposes of this Agreement, the terms used shall be interpreted in accordance with the provisions of Article 5 of Federal Law No. 13.709/2018 – General Law on the Protection of Personal Data (“LGPD”).
4.2. Compliance with Applicable Law. The PARTIES undertake to treat the Personal Data accessed as a result of this Agreement in accordance with the LGPD (Brazilian General Data Protection Law), as well as other applicable regulations on privacy, security and protection of personal data, without excluding sectoral or general regulations on the subject (“Applicable Law”).
4.3. Processing of Personal Data
a) Within the scope of this Agreement, the CONTRACTING PARTY will act as the Data Controller, while SKYONE will act as the Data Processor, regardless of the products and services offered, insofar as it processes the data for the purposes of the CONTRACTING PARTY and on its behalf.
b) The CONTRACTING PARTY agrees not to share Sensitive Personal Data with SKYONE, guaranteeing that only General Personal Data that is accurate, relevant, current and collected in accordance with Applicable Law will be shared within the scope of this Contract, exempting SKYONE from any liability in this regard.
c) The CONTRACTING PARTY undertakes to include in its transparency mechanisms clear and accessible information to data subjects regarding the processing of their Personal Data by SKYONE for the purposes of executing this Contract, in accordance with Applicable Law.
4.4. Purpose.
a) SKYONE, as the Operator, will process Personal Data according to the instructions of the CONTRACTING PARTY to achieve the purposes defined in this Contract. b) SKYONE reserves the right to refuse, by written notification, any instruction from the CONTRACTING PARTY that implies the processing of Personal Data in violation of Applicable Law.
4.5. Complementary Services. The CONTRACTING PARTY, in its capacity as Controller, understands and expressly agrees through this CONTRACT that SKYONE may process the Personal Data stored in the CONTRACTING PARTY's database, located in the ENVIRONMENTS managed by SKYONE, for the purposes of executing this Contract, as well as to offer and operate complementary services to the CONTRACTING PARTY.
4.6. Data Anonymization . The CONTRACTING PARTY understands and agrees, through this CONTRACT, that SKYONE may anonymize Personal Data stored on its Platforms, on behalf of the CONTRACTING PARTY, whenever necessary for (i) the execution of the Contract and the operation of the contracted services; (ii) the improvement of the performance and security of the services; and (iii) the offer and eventual provision of complementary services, provided that the Applicable Legislation is respected.
4.7. Confidentiality and Security
a) The PARTIES agree to treat all Personal Data under this Agreement as confidential and secret information.
(b) The PARTIES shall adopt reasonable technical and administrative measures to protect the data against unauthorized access, destruction, loss, alteration or leakage, in accordance with their respective Public Privacy Notices and information security standards.
4.8. Request for Holders
a) The CONTRACTING PARTY shall be responsible for responding to requests from Personal Data Holders or third parties, including, but not limited to, the National Data Protection Authority (“ANPD”), when these refer to the processing of Personal Data within the scope of this Contract (“Requests”).
b) If SKYONE receives any requests from policyholders, it will direct the applicant to contact the CONTRACTING PARTY directly, and may provide support upon formal request.
4.9. International Transfer and Subcontracting
a) When necessary for the execution of this Contract, SKYONE may share Personal Data, including internationally, and/or subcontract third parties, at any time and without the need for prior authorization from the CONTRACTING PARTY. The CONTRACTING PARTY understands that SKYONE may carry out international data transfers and subcontract third parties, including for cloud storage, hosting and technical processing of data, always in accordance with Applicable Law, including Resolution CD/ANPD No. 19/2024.
b) SKYONE will ensure that subcontractors are contractually obligated to maintain the same level of protection required under this CONTRACT, assuming full responsibility for their actions within the limits of the rules established in this Contract.
4.10. Security Incidents
a) It is the sole responsibility of the CONTRACTING PARTY to take measures regarding any unauthorized access, improper disclosure, unwanted exposure and/or accidental or intentional situation of destruction, deletion, loss, alteration (“Incident”) involving Personal Data processed under this Contract, including notification to the affected data subjects and to the ANPD, when applicable.
b) Should SKYONE identify an Incident involving Personal Data processed under this Agreement, it will make efforts to notify the CONTRACTING PARTY, in accordance with Applicable Law, including Resolution CD/ANPD No. 15/2024.
4.11. Liability and Right of Recourse
a) Should the CONTRACTING PARTY fail to comply with Applicable Law or the provisions contained in this Contract, it shall indemnify SKYONE and any third parties impacted by the losses and damages caused, as well as for any consequences of said non-compliance that require the disbursement of funds.
b) The CONTRACTING PARTY shall make the necessary efforts to exempt SKYONE from any liability to the Data Subject and to the ANPD (National Data Protection Authority), as well as any legal action or administrative or arbitration proceeding that may be brought as a result of the processing of Personal Data carried out within the scope of the Contract, except in the event of non-compliance with Applicable Law or lawful instructions from the CONTRACTING PARTY by SKYONE.
c) Should SKYONE bear any of the costs mentioned in the clause above, it reserves the right to seek recourse against the CONTRACTING PARTY, without prejudice to reimbursement of expenses arising from these procedures.
4.12. Data Retention and Post-Contract Obligations
a) Upon termination of the CONTRACT, SKYONE will delete the CONTRACTING PARTY's data, except when its retention is permitted by Applicable Law.
b) Even after the termination of this Agreement, the obligations of the PARTIES relating to the protection of personal data shall remain in effect as long as there is any processing arising from the AGREEMENT.
c) SKYONE will archive the CONTRACTING PARTY's instructions regarding the processing of Personal Data necessary for the execution of this Contract, for a period sufficient to protect itself, should any administrative or judicial proceedings be initiated due to non-compliance with Applicable Law.
4.13. Communications
Communications related to the processing of Personal Data carried out within the scope of this Contract should be directed by one Party to the other at the contacts indicated below and in the CONTRACT Documents: SKYONE: Email: dpo@skyone.solutions
5.1. The CONTRACTING PARTY declares, on its own behalf and on behalf of its partners or shareholders, administrators, employees, agents, representatives, or any other persons acting in its name or interest, that it has not committed and undertakes not to commit any acts that violate the anti-corruption laws applicable to its activities or the anti-corruption laws applicable to the CONTRACTED PARTY, especially Federal Law No. 12.846/13, including, without limitation, any act harmful to the national or foreign public administration or contrary to the international commitments adopted by Brazil that deal with such matters and to related laws and regulations. ( https://skyone.solutions/pb/codigo-de-etica/ )
Last updated on December 24, 2025.
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