Contracts

STANDARD PUBLIC CLAUSES ASSOCIATED WITH THE CONTRACT ENTERED INTO BETWEEN SKYONE AND ITS CUSTOMERS (“CONTRACTOR”)

1. SECRECY AND CONFIDENTIALITY

1.1. For the purposes of this instrument, information, data, materials, documents, technical or commercial specifications, innovations or improvements shall not be considered “CONFIDENTIAL INFORMATION” if: (i) at the time of their disclosure by one of the PARTIES they are already demonstrably known to the other PARTY, provided that such prior knowledge has been obtained lawfully and legitimately; (ii) are in the public domain; (iii) are subject to 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; and (v) are necessary for the perfect execution of the CONTRACT or the SERVICES.

1.2. The PARTIES undertake to restrict access and keep confidential the CONFIDENTIAL INFORMATION transmitted between them, disclosing it only to those employees who need it to perform the functions assigned to them under this contract, with them having signed, in a specific term, a confidentiality agreement regarding the information received.

1.3. The commitments set forth in this confidentiality clause are assumed on an irrevocable, irrevocable and irreversible basis, and will 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 CONTRACTED PARTY 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 they are demonstrated to be outside the limits of technical predictability at the time the breach occurs. The CONTRACTING PARTY acknowledges and agrees that the CONTRACTED PARTY shall not be held liable for incidents beyond its reasonable control or resulting from failures of systems, equipment, or networks under the CONTRACTING PARTY's management.

2. INTELLECTUAL PROPERTY

2.1. SKYONE Platforms manage and orchestrate computing resources on cloud providers through proprietary computer programs focused on load balancing and auto-scaling.

2.2. The CONTRACTING PARTY acknowledges that the SKYONE Platform(s), including all its contents, components, technologies, codes, technical documentation, methodologies, brands, logos, and any updates, corrections, customizations, or improvements, even if requested by the CONTRACTING PARTY, 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 the contract. The CONTRACTING PARTY receives only a limited, non-exclusive, non-transferable, temporary, onerous, and revocable license for internal use of the Platform(s), as provided for in this CONTRACT. This license does not imply and under no circumstances should be interpreted as any assignment, transfer of rights, co-authorship, or co-ownership of the Platform to the CONTRACTING PARTY.

2.4. The use by the CONTRACTING PARTY must fully comply with the technical and contractual limits established by SKYONE, under penalty of immediate revocation of the license. The CONTRACTING PARTY, 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 owner of the exploitation rights of the Platform(s) and/or has the respective authorization from the owners, and that it was not aware, at the time of contracting, of any violation of third-party rights. If a negligent infringement resulting exclusively from material provided by SKYONE is proven, SKYONE will be liable within the limits of the law and this AGREEMENT.

2.6. The data entered or processed by the CONTRACTING PARTY remains its property. The CONTRACTING PARTY authorizes SKYONE to use them only for the operation, maintenance, support, and security of the Platform(s), as well as for the provision of additional services and generation of anonymized statistical reports, without identifying the data subjects, including to improve products and services. The CONTRACTING PARTY declares that it holds all necessary rights to the data entered into the Platform, exempting SKYONE from any liability arising from unauthorized, unlawful use, or use that violates third-party rights.

2.7. Improper use 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 third party rights.

2.8. THE CONTRACTOR must notify SKYONE immediately and in writing if it becomes aware of any copyright infringement or misuse of the Platform(s) by third parties.

2.9. Any unauthorized access, copying, or use of the SKYONE Platform(s) using the credentials of the CONTRACTING PARTY, or of persons linked to it, will be the direct and objective responsibility of the CONTRACTING PARTY. The CONTRACTING PARTY undertakes to adopt all necessary security measures to protect its credentials, and is fully responsible for their safekeeping and confidentiality.

3. WARRANTY AND LIMITATION OF LIABILITY. 

3.1. The Parties acknowledge and declare that the SKYONE Platforms were developed for general use and were not developed to order by the CONTRACTING PARTY. Therefore, the CONTRACTED PARTY does not guarantee that the product will meet the CONTRACTING PARTY's specific needs, except in cases where the Parties arrange specific development, personalization, modification, or customization services, in which case the CONTRACTED PARTY may ensure that the CONTRACTING PARTY's specific needs are met, under the terms of the specific contract, only in relation to the items subject to specific adjustments, not extending to computer programs, modules, or third-party services necessary for the execution of the CONTRACT. Therefore, as a rule, the SKYONE Platforms are offered "as is , " and the CONTRACTED PARTY does not offer any guarantees of any kind regarding usability, suitability for specific purposes, or meeting the CONTRACTING PARTY's needs.

3.2. The SKYONE Platform uses and integrates third-party programs and services (“Third-PartySoftware”) 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 such softwareand undertakes to fully comply with the respective terms of use and licensing conditions, in accordance with the commercial proposal, other CONTRACT documents, or through electronic acceptance on the Platform itself.

3.3. SKYONE is not responsible for the improper use and non-compliance with the terms of use and licensing conditions, by the CLIENT, of the Third Party Softwareintegrated 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 by the customer to comply with these terms may result in immediate interruption of use of the software and related services, without prejudice to other penalties provided for in the contract or applicable law. SKYONE is not responsible for any losses, damages, or unavailability resulting from the customer's improper use, failure, or lack of licensing of Third-Party Software.

3.5. If SKYONE is sued, judicially or extrajudicially, by any third party due to acts of the CONTRACTING PARTY or third parties linked to it, it is obliged to: (i) fully assume the defense, by reporting the dispute or calling to the process, when applicable; (ii) fully reimburse and/or indemnify SKYONE for any amounts spent in this regard, including attorney's fees, legal costs and possible convictions; and (iii) hold SKYONE harmless from any resulting losses.

3.6. Without prejudice to the foregoing, the CONTRACTED PARTY expressly disclaims any liabilities and compensation, losses and damages, lost profits, losses of any kind, or under any title, losses or interruption of business; for computer, equipment or peripheral defects, or any other direct, indirect, accidental, emerging, special, consequential or punitive damages, arising directly or indirectly from the acquisition, or use, or the inability to use the SKYONE Platforms and/or services acquired from the CONTRACTED PARTY, caused to the CONTRACTING PARTY or third parties, this limitation applying even as a result of situations beyond the CONTRACTED PARTY's control, such as viruses, hackers, loss of passwords, the result or profitability of the CONTRACTING PARTY's business 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 providers of software, clouds, modules, or integrated services necessary for the execution of the CONTRACT. The CONTRACTING PARTY acknowledges, accepts, and declares that it is aware that the current state of software development technology does not guarantee the development of computer programs completely free of defects or flaws and that, therefore, the CONTRACTED PARTY cannot guarantee that the program will operate uninterruptedly or free of defects or flaws. Likewise, the CONTRACTED PARTY does not guarantee the continuity, availability, or compliance with licenses, terms of use, updates, and technical support provided by third parties, and it is the CONTRACTING PARTY's sole responsibility to comply with such conditions. Under no circumstances shall the sum of the CONTRACTED PARTY's liabilities and indemnities, directly or indirectly arising from this contract, exceed the amounts paid to the CONTRACTED PARTY by the CONTRACTING PARTY under this CONTRACT during the 12 (twelve) months prior to the event that results in the CONTRACTED PARTY's liability. 

4. PROTECTION AND EXCHANGE OF PERSONAL DATA

4.1. For the purposes of this contract, PERSONAL DATA means information related to an identified or identifiable natural person, which is subject to Law 13.709/18, including, but not limited to: name, physical and electronic address, telephone contact, date of birth, gender, affiliation, marital status, place of birth, nationality, kinship, civil and tax identification, passport, professional curriculum, profession, academic qualifications, professional training and also, biometric data, location data, online identifier, characteristics inherent to the physical, physiological, genetic, mental, economic, cultural or social traits of the person and others that may be similar.

4.2. In carrying out any activities related to the execution of this Agreement, the Parties shall observe the legal framework for the protection of personal data, striving to process all personal data that may prove necessary in strict and rigorous compliance with Law No. 13,709/2018, any amendments and regulations, ensuring that their employees, agents, consultants, subcontractors and/or service providers also comply with the applicable legal provisions. Each PARTY shall be fully responsible for complying with its legal obligations regarding the data under its custody or processing.

4.3. The personal data provided by the CONTRACTING PARTY under this agreement are essential for the provision of services by the CONTRACTED PARTY, which may use the personal data collected to: (i) provide updates, security and troubleshooting, as well as provide technical support; (ii) maintain and improve the provision of services under this agreement; (ii) customize products and make recommendations; (iv) advertise to the CONTRACTING PARTY and third parties linked to it, including sending promotional communications, targeting advertisements and presenting relevant offers to the CONTRACTING PARTY; (v) analyze performance, comply with legal obligations and conduct research.

4.4. The CONTRACTING PARTY's use of the SKYONE Platforms may result in the CONTRACTED PARTY sharing personal data with CLOUD PROVIDERS, or with third parties used by them to provide the service. In this act, the CONTRACTING PARTY acknowledges and accepts that such processing may also be governed by the Privacy Policies and Terms of Use of Third Parties, such as CLOUD PROVIDERS, in addition to compliance with the CONTRACTED PARTY's Policies and Terms in effect during the period of use of the service, which are published on the date hereof and will be permanently updated and made freely accessible according to the links provided in the commercial proposal..

4.5. The Parties agree that if the exchange of personal data is necessary for the execution of the services that are the object of this contract, only the data strictly necessary for the proper fulfillment of this Contract will be provided, and if the legislation requires consent for the processing and exchange of information, the responsible Party(ies) must obtain a clear, specific, prior and written consent form from the data subject and/or their legal representative.

4.6. In carrying out any activities related to the execution of this contract, the CONTRACTED PARTY undertakes to implement reasonable and appropriate measures to assist the CONTRACTING PARTY in protecting its content and that of its customers against accidental or unlawful loss, access or disclosure, striving to carry out all processing of personal data that may prove necessary for the development of the purpose of this contract, undertaking to: a) process and use personal data under legally permitted terms and in a manner compatible with the purposes for which they were provided; b) retain the data only for the period necessary to pursue the purposes of collection or further processing; c) implement technical measures necessary to protect the data against accidental or unlawful destruction, accidental loss, alteration, dissemination or unauthorized access, as well as against any other form of unlawful processing thereof; d) immediately inform the CONTRACTING PARTY if there is any breach of security, or suspicion thereof, regardless of whether or not it jeopardizes the security and integrity of the Personal Data, and in such cases, provide all necessary cooperation for any investigation that may be carried out; e) guarantee the exercise, by the holders, of their respective rights to information and access to personal data, insofar as the processing is carried out by the CONTRACTED PARTY .

4.7. The Parties are responsible for the deletion of personal data obtained and/or processed within the context of this Agreement after the end of the necessary processing and/or the termination of this instrument, with retention authorized only in the cases provided for by law . The CONTRACTED PARTY may also retain anonymized or statistical records, without identifying the holders.

4.8. The CONTRACTING PARTY declares and warrants that: (a) all processing of Personal Data, from collection to the moment of its sharing with the CONTRACTED PARTY, was carried out in accordance with the provisions of the Data Protection Laws, and that the instructions for the Processing of Personal Data by the CONTRACTING PARTY are also in accordance with such standards, including the classification of such processing within the applicable legal bases and in compliance with the principles set forth in the Data Protection Laws; (b) it will establish the appropriate criteria so that the CONTRACTED PARTY has access only to the Personal Data necessary and sufficient for the Processing under the Contract and (c ) it is aware that the CONTRACTED PARTY does not have access to the content and personal data of the CONTRACTING PARTY and/or third parties stored on the PLATFORM, except when necessary to maintain certain services contracted by the CONTRACTING PARTY, subject to a specific proposal or to comply with legal obligations or orders issued by government authorities.

4.9. THE CONTRACTED PARTY is not responsible for the processing of personal data carried out by third parties for the benefit of the CONTRACTING PARTY, including software suppliers (ISVs), CLOUD PROVIDERS or subcontractors of the CONTRACTING PARTY, each of which is responsible for its own processing activities and any failure to comply with the obligations set forth in data protection legislation.

5. DATA PRIVACY AND CONFIDENTIALITY

5.1. The CONTRACTED PARTY undertakes to protect the privacy and confidentiality of the CONTRACTING PARTY's data to the extent reasonable and permitted by law. The CONTRACTED PARTY will not access, examine, or review any of the CONTRACTING PARTY's private data that is accessible, including that contained in electronic files maintained on the server, email messages, calendars, notes, contacts, memos, or public folders, except if: (i) the CONTRACTING PARTY or an agency or regulatory body specifically requests it; (ii) perform, at its sole discretion, routine backup and restore operations, virus scanning and virus removal, spam or content filtering; or (iii) such access, examination, or review is urgent and necessary to protect personal safety, troubleshoot problems, restore the operations of the SKYONE Platforms, remove illegal or offensive content (e.g., pornographic or content that violates the CONTRACTED PARTY's policies), or to prevent a failure of the SKYONE Platforms or services or other damage.

5.2. The CONTRACTING PARTY consents and authorizes the CONTRACTED PARTY and its service providers and subcontractors, as required by law, to access and disclose to government agencies and authorities data from, about or related to the CONTRACTING PARTY, including the content of communications.

6. INTEGRITY POLICY 

6.1. The CONTRACTING PARTY declares, on its own behalf and on behalf of its partners or shareholders, directors, employees, agents, representatives, or any other persons acting on its behalf or in its 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 that is harmful to the national or foreign public administration or contrary to the international commitments adopted by Brazil that deal with such matters and related laws and regulations. ( https://skyone.solutions/pb/codigo-de-etica/ )