Terms of Use | Contractor

Terms of Use | Contractor

The careful reading of this contract is an essential requirement for proceeding. By continuing to access and navigate, you expressly declare that you have read, understood, and agree with these Terms of Use.
 
TBDC DESENVOLVIMENTO DE SOFTWARE LTDA (TBDC platform) reserves the right to change these Terms of Use, by notifying the user and requiring confirmation upon the user's first access after the changes are implemented.
 
GLOSSARY

For proper understanding of the terms used in this document, the following definitions apply:

TBDC or TBDC Platform: TBDC DESENVOLVIMENTO DE SOFTWARE LTDA, a private legal Entity registered with the CNPJ/MF under number 28.845.223/0001-79, located at Avenida das Arapongas, 1.104N, Jardim das Orquídeas, Nova Mutum - MT, CEP 78.452-006.
User: one unit of service with access to the Contractor's database on the TBDC platform, enabled by the Contractor or by TBDC at the Contractor's request.
Commodities: agricultural products resulting from land cultivation, specifically soybean and corn cultivars, also generically referred to as “Product” in these Terms of Use.
Access: authentication through User registration and password on the TBDC platform.
Login: an identifiable data set that allows a specific User to access the TBDC platform and use the services offered.
Password: a personal and non-transferable code used for login authentication to ensure that the person accessing the TBDC platform is indeed the registered individual.
Biometrics: a digital method of recognizing the unique physical characteristics of an individual, enabling authentication and verification of the previously registered user through specific electronic sensors.
Contractor: any company whose objective is to acquire products and/or services provided by TBDC.
Proxy: a person registered by the User to access the TBDC platform on their behalf using a login and password created by the User themselves.
Data map: mapping of personal data and data processing mechanisms.
 
All definitions above should be interpreted according to the Personal Data Protection Laws (LGPD). If any term used in this instrument is not included in this clause, the parties should adopt the definition established by the Personal Data Protection Laws.
 
1. PREAMBLE
 
1.1. The conditions and Terms of Use set forth below govern the relationship between TBDC, the holder of intellectual property rights over software, website, applications, content, and other digital or non-digital assets related to its products and services (“TBDC platform”), and the Contractor for the use of the services provided for any and all purposes, and such terms may not be individually modified. 

1.2. The prior knowledge and consent of the Contractor to this instrument (Terms of Use) is an indispensable condition for the contracting and subsequent use of the services offered by TBDC, which is expressly stated in the Service Contract for SaaS (Software as a Service – System as a Service), Item 02, formalized between TBDC and the Contractor.

1.2.1. In the event of disagreement with one or more provisions of these Terms of Use, the Contractor should not sign the Service Contract for SaaS, and may not use the services of TBDC, since these are only provided upon the full acceptance of these Terms of Use. 
 
1.2.2. It is also not admissible to disclaim the validity of these Terms of Use based on the claim of ignorance of their clauses and conditions, nor of any modifications to their content.
 
1.2.3. The signing of the Service Contract for SaaS eliminates any and all disagreement of the Contractor to these Terms of Use.
 
1.3. The acceptance of these Terms of Use also automatically entails the Contractor’s authorization for the processing of their personal data in accordance with the Privacy Policy of the TBDC platform, which is fully available on the website https://www.tbdc.com.br/politica-de-privacidade .

1.3.1. The Privacy Policy establishes the conditions under which the TBDC platform processes the Contractor’s personal data during the provision of services, storage, and subsequent disposal, as well as information about their rights as the data subject.

1.3.2. The Privacy Policy is also an integral part of these Terms of Use, and reading it is an essential requirement for using the services of the TBDC platform, so that the signing of the Service Contract for SaaS, as per Item 02 of the contract signed between TBDC and the User, serves as express consent to the data processing policy practiced by TBDC.

1.4. These Terms of Use apply to all trademarks, products, and services of the TBDC platform, including when a specific service has its own Terms of Use, which are subsidiary to these Terms of Use and do not exclude their application.
1.5. By entering into the contract with TBDC, the Contractor is responsible for clearly informing their business partners, employees, and service providers about the need for consent to these Terms of Use in order to use the TBDC platform and its services. Therefore, the Contractor, by providing user data for registration or registering users directly on the TBDC platform, automatically acknowledges that the user being registered agrees to these Terms of Use and the TBDC Privacy Policy.
 
1.6. By providing data for user registration and enabling users on the TBDC platform, the Contractor is responsible for any liability incurred by TBDC in the event of a claim from the enabled user regarding lack of consent to the processing of their data..
 
2. USE OF TBDC SERVICES
 
2.1. The TBDC platform is composed of a set of software made available to the Contractor, allowing the insertion and management of field data in a quick, simple, and professional manner by the users – their registered representatives, employees, service providers, or technical assistants enabled by the User or at their request by TBDC. 

2.1.1. TBDC does not intervene in the elements entered into the TBDC platform by users, meaning the responsibility for ensuring the accuracy of the information and products entered into the platform rests solely with the Contractor and their enabled users.
 
2.1.2. The services provided by TBDC are purely illustrative, educational, and informational in nature, and should not be interpreted as legal advice or official instruction to the Contractor. Therefore, the interpretation of the data stored on the platform must be performed by a qualified professional for this purpose.
 
2.1.3. The service provided by TBDC is considered a service of means, not an end, meaning it merely makes the platform available for organizing and storing data. The Contractor and their users should not consider the data and metrics as conclusions, guidance, or binding parameters for the Contractor's actions and those of their users.
 
2.1.4. All content presented in the TBDC services corresponds to the date it was published and may be replaced by subsequent events or other reasons. TBDC has no obligation to update this information.
 
2.1.5. Although certain TBDC services may provide general guidelines related to the management of cultivated products, the Contractor is solely responsible for determining the information, characteristics, and actions regarding the data entered.
 
 
2.2. The services offered by the TBDC platform are made available only to individuals or legal entities who have full legal capacity to contract them.
 
2.2.1. The registration and enabling of users by the Contractor on the TBDC platform isprohibited for individuals who lack legal capacity (with respect to individuals) and/or are not the formal representatives authorized to use the services of the TBDC platform (with respect to legal entities), as well as for those who do not agree with these Terms of Use and the TBDC Privacy Policy.
 
2.2.2. Upon first access, the user enabled by the Contractor (or by TBDC on their behalf) must, mandatorily, agree to the Terms of Use and Privacy Policy to gain access to the services.
 
2.2.2.1. If the user enabled by the Contractor (or by TBDC on their behalf) does not consent to the Terms of Use and TBDC Privacy Policy, their account will be deleted, releasing a usage license for enabling by the Contractor.
 
2.3.1. The Contractor's adherence to the TBDC platform is done by formalizing the contract through the Service Contract for SaaS, specifically detailing the implementation cost, the monthly cost per user, the number of users enabled to use the TBDC platform (users, accesses, or accounts linked to the Contractor), and the duration of the contract.
 
2.3.1.1. The number of users contracted, as described in the Service Contract for SaaS, corresponds to the minimum number of user accounts required to maintain the agreed-upon price, with the monthly fee being the unitary value per user multiplied by the number of contracted users, and TBDC may charge for excess users enabled, as stated in Item 3.3 of these Terms of Use.
 
2.3.1.2. At the Contractor's request, TBDC may register and enable new users or delete existing ones, without relieving the Contractor of the responsibilities described in Items 1.5and 1.6 of these Terms of Use.
 
2.3.2. TBDC is not responsible for errors in user registration, except when the user is enabled by TBDC at the Contractor's request and the registered data differs from the information provided for registration.
 
2.3.4. The personal data provided for access creation, as well as the data made available during the use of TBDC platform services, are processed by TBDC strictly in accordance with its own Privacy Policy, available in full at the website https://www.tbdc.com.br/politica-de-privacidade, as well as the guidelines of the General Data Protection Law.
 
2.4. The Contractor acknowledges that they may revoke their consent regarding the processing of their personal data at any time, by submitting a request to TBDC, subject to the applicable legal rules regarding data disposal and legal and/or optional data storage obligations, as per its Privacy Policy, available in full at the website https://www.tbdc.com.br/politica-de-privacidade, the guidelines of the General Data Protection Law, and/or other regulations governing the matter.
 
2.4.1. Users enabled by the Contractor (or by TBDC, at their request) may also revoke consent for the processing of personal data in the same way at any time.
 
2.4.2. In this case, all personal data of the enabled user will be deleted, except in cases where storage is required by legal obligation. 
 
2.4.3. For all purposes, any and all information entered by a user enabled by the Contractor (or by TBDC, at their request) is the property of the Contractor, and may only be deleted by the user's own action within the Platform, or in the event of contract termination by the Contractor or upon the expiration of the contract term. 
 
2.4.4. An independent consultant with their own usage license for the Platform may access the Contractor’s database, upon enabling by the Contractor for access to their database (or by TBDC, at their request).
2.4.4.1. To access another Contractor's database, the independent consultant must consent to the data sharing with that Contractor and their users, such that the ownership of the data will belong to both parties, and enabled users by the Contractor may alter and/or delete the information added by the Contractor independent consultant.
 
2.4.4.2. Upon revoking consent for data processing, the Contractor independent consultant will no longer have access to the other Contractor’s database, and the remaining data in their database will be owned by that Contractor.
 
2.4.4.3. The request for data export by a user enabled by the Contractor (or by TBDC at their request) upon revocation of their consent for data processing must be made directly to the Contractor.
 
2.5. With the revocation of data processing consent by a user, they will no longer be able to use the services of the TBDC platform, and if the Contractor revokes consent for data processing, the Service Contract for SaaS will automatically be considered terminated, without prejudice to the obligations and sanctions set forth in Item 11 of these Terms of Use.
 
2.6. The data regarding contracts, amendments, accessories, and annexes, when the consent for the processing of the Contractor's personal data is revoked, in accordance with the Privacy Policy of the TBDC platform, will await the request and the data export period to be shared with the Contractor, under the penalty of data disposal if the export is not requested by the Contractor.
 
2.7. Once the contract with TBDC is terminated or the Contractor's consent for data processing is revoked, the Contractor has up to 30 (thirty) days to request a backup of their data from TBDC, which has up to 30 (thirty) days to provide it, and may delete the data after delivery to the Contractor without prior communication, as stated in Item 10 and its subsections.
 
2.7.1. Once the contract is terminated or the Contractor's consent for data processing is revoked, TBDC will retain the Contractor's data for a period of 03 (three) years, with the sole purpose of reactivating the account in case of a new contract for services or new consent for data processing by the Contractor, not using or storing the data for purposes other than those defined in the last Privacy Policy agreed upon by the Contractor.
 
2.7.2. Regardless of the type and reasons for contract termination, if the Contractor does not wish TBDC to archive their data as described in Item 2.7.1, an explicit request is required for TBDC to dispose of the data in accordance with the Privacy Policy, which may occur at any time, regardless of the deadlines described in these Terms of Use.
 
2.7.3. The request for data deletion by the Contractor, when requesting the export of the data map under the terms of Item 2.7 of this instrument, will only be carried out after the completion of data export and the effective confirmation of delivery and receipt by the Contractor.
 
2.7.4. When the Contractor requests the deletion of data, the data must be deleted as soon as the processing and its purpose are completed, in accordance with the Privacy Policy.
 
2.8. Exceptionally and at its sole discretion, the TBDC platform may require that the Contractor explicitly consent, in physical form, to the acceptance of these Terms of Use before granting access to its service platform.
 
2.9. Access to the TBDC platform is personal and non-transferable, protected by a password created by the user, who is responsible for keeping it confidential, preventing any unauthorized access to their personal information, and being responsible for all activities carried out through their access to the TBDC platform services.
 
2.10. If TBDC identifies inconsistencies in the information provided, it may, at its sole discretion, disregard the user's registration, without prejudice to other measures it deems necessary and appropriate, but cannot delete the user without prior communication to the Contractor, who will have the opportunity to correct the information error.
 
2.11. TBDC does not request, under any circumstances, the user’s personal password, whether by email, phone, WhatsApp, SMS, or any other means or instant messaging application.
 
2.11.1. Except for data necessary to enable users, the platform is not intended for the insertion of sensitive personal data. Therefore, as a provider of a SaaS service, TBDC is not responsible and cannot be held responsible for the improper handling or use of data by users with access to the Contractor's database regarding data that is imprudently entered into the Platform.
 
2.12. TBDC is not responsible for any damage or loss resulting from access by the Contractor and its authorized users to the TBDC platform, or from their failure to comply with these requirements.
 
2.12.1. If the Contractor becomes aware of any unauthorized use of their access password or any of their users, or any security incident, they must immediately contact TBDC through the contact channels available on the website https://www.tbdc.com.br or https://www.tbdc.com.br/#contato.
 
2.13. The Contractor and its authorized users are exclusively responsible for all activities initiated, communications, information entered, actions, or omissions that occur during the use of the TBDC platform and its services through their access.
 
2.13.1. The Contractor may enable its users within the TBDC platform at various access levels, from simple data viewing to full powers for enabling new users, deleting users, and even modifying the powers of other users.

3. LICENSE OF USE, TERM, PAYMENT, UPDATES, AND TERMINATION
 
3.1. For the license to use the TBDC platform system and its services, the Client agrees to pay TBDC a monthly subscription, as per Item 03 – Commercial Proposal and Payment Termsstipulated in the Service Contract for SaaS signed with the Client for the term of service provision, with the Client acknowledging that the payment will be made in advance of the service provision and not after its actual provision.
 
3.1.1. The license to use the TBDC platform will last for the duration specified for the validity of the service provision term set out in Item 03 – Commercial Proposal and Payment Terms in the Service Contract for SaaS signed with the Client.
 
3.1.2. The Service Contract for SaaS is valid from its signature by both TBDC and the Client, linking the start of the service provision to the fulfillment of the installation costs as set out in Item 03 – Commercial Proposal and Payment Terms in the Service Contract for SaaS signed with the Client.
 
3.1.3. Termination of the contract by the Client before fulfilling the payment for the installation costs set out in Item 03 – Commercial Proposal and Payment Terms in the Service Contract for SaaS signed with the Client results in the obligation for the Client to compensate TBDC in an amount corresponding to 20% (twenty percent) of the operating costs and 30% (thirty percent) of the value corresponding to the first year's monthly fees, as a penalty clause.
 
3.1.4. In the event of contract termination by either party, without just cause, the party requesting the termination must compensate the other party with an amount equivalent to 20% (twenty percent) of the upcoming monthly fees until the end of the term of the Service Contract for SaaS signed between the parties.
 
3.2. If the Client does not request the interruption of service provision when the agreed term of the Service Contract for SaaS expires, it is understood that silence will be considered as an automatic renewal of the agreement for an indefinite term.
 
3.2.1. Upon automatic renewal, if there is a change in the service fee, TBDC must notify the Client at least 10 (ten) days before the date on which the automatic renewal occurs about the new fee, with the Client's silence being considered as acceptance of the new fee for the contract.
 
3.3. If the Client enables on the TBDC platform or requests TBDC to enable more users than agreed upon, TBDC will include the amount corresponding to the excess users in the invoice for the period, without the need for prior communication regarding the exceeding number of users in the contract.
 
3.3.1. The control of the number of users enabled on the TBDC platform is the sole responsibility of the Client.
 
3.4. Each contract year, TBDC has the prerogative to adjust the monthly fee based on the positive variation of the INPC/IBGE index for the previous year.
 
3.5. TBDC, at its sole discretion, may maintain the current fee, which does not constitute an acquired right, and may, at any time, begin charging the adjusted fee, unless a formal amendment has been made to maintain the current fee with the Client.
 
4. PAYMENT
 
3.1. The TBDC platform will issue the invoice within the month, according to the dates stipulated for sending the invoice by TBDC and payment of the monthly fee by the Contracting Party as agreed in Item 03 – Commercial Proposal and Payment Conditions of the Service Contract for SaaS signed between the parties.
 
3.2. In the event of non-compliance with the monetary obligations, a penalty of 05% (five percent), late interest of 01% (one percent per month), and monetary adjustment based on the INPC/IBGE will be applied, from the due date until the effective fulfillment of the obligation.
 
5. INTELLECTUAL PROPERTY
 
5.1. Based on Laws No. 9,279/1996 ("Industrial Property Law"), No. 9,609/1998 ("Software Law"), and No. 9,610/1998 ("Copyright Law"), without prejudice to other laws related to the protection of intellectual property, notably Law No. 13,709/2018 (General Data Protection Law), all intellectual property rights of TBDC and its services are reserved, as well as all trademarks, logos, trade names, layouts, graphics, interface designs, images, illustrations, photographs, presentations, videos, sound and audio content, computer programs, databases, transmission files, and any other information or works protected by applicable legislation.
 
5.2. TBDC grants the user, through these Terms of Use and during the term of the Service Contract for SaaS, a personal, non-exclusive, non-transferable, non-sublicensable, and limited license to access the contracted services on the TBDC platform for business or private use, limited to and intended for users enabled on the TBDC platform by the Contracting Party or by TBDC itself at the request of the Contracting Party, even if it exceeds the number of contracted users, subject to additional charges as per Item 3.3 of this document.
 
5.3. These Terms of Use, as well as the use of TBDC’s services, DO NOT transfer or grant the Contracting Party and the users enabled by them on the TBDC platform any rights, except for the use of the limited license as described in Item 5.2 of this document.
 
5.4. Any unauthorized use, whether commercial or non-commercial, and any use that does not occur exclusively within the TBDC platform environment is prohibited.
 
5.4.1. Such uses constitute a violation of the intellectual property rights of the TBDC platform, which are compensable under the Copyright Law, and punishable under the applicable civil and criminal laws related to the specific case.
 
6. CONTRACTING PARTY’S RESPONSIBILITIES
 
6.1. It is the obligation and responsibility of the Contracting Party, in addition to those set forth in these Terms of Use and the applicable legislation, to:
a) Pay the monthly fee promptly as set forth in Item 03 – Commercial Proposal and Payment Conditions of the Service Contract for SaaS signed with the Contracting Party;
b) Request in writing the termination of the contract and suspension of services when no longer interested in using the platform;
c) Not provide third parties with and make the best efforts to prevent their individual access data from being shared or used by others;
d) Provide accurate, current, and complete information about the company and its services in the system’s registration forms, as long as it is related to fulfilling the contracted object;
e) Communicate to TBDC in writing any failure or malfunction, specifying the type of defect and providing all necessary data and information for its resolution;
f) Keep the registration data and any other information requested by TBDC updated to maintain accuracy, currency, and completeness;
g) Be responsible for the loss of its registration data if the minimum necessary measures for its protection are not taken, including and especially login and password;
h) Comply with all requirements of Law No. 13,709/2018 (General Data Protection Law) and the National Data Protection Authority (ANPD);
i) Maintain an updated backup of all information entered and deleted by its users on the TBDC platform, with the backup maintained by TBDC serving as a subsidiary tool to the Contracting Party’s backup, being understood that TBDC's backup is not updated daily.
 
6.2. It is the exclusive responsibility of the Contracting Party and its enabled users (whether by them or by TBDC upon their request) for any and all information entered or deleted from the TBDC platform.
 
6.3. The Contracting Party hereby authorizes TBDC, upon prior notice, to access its account on the TBDC platform through a registered user or the master support user in order to investigate any failures or system instabilities.

7. TBDC’S RESPONSIBILITIES
 
7.1. The obligations and responsibilities of TBDC, in addition to those provided in this agreement and the applicable legislation, are:
a) Provide technical support within the limits of what was contracted regarding the use of the TBDC system;
b) Provide quality technical and operational infrastructure, even if outsourced, and ensure the proper functioning of the system, as offered at the time of the contract;
c) Correct any errors in the operation of the TBDC platform during business hours, Monday through Friday from 8:00 AM to 12:00 PM and 2:00 PM to 6:00 PM, via phone or in-person by scheduled appointment, within 48 (forty-eight) hours;
d) Maintain the confidentiality and secrecy of all data and information obtained due to the use of the platform, which cannot be disclosed to third parties, at any time or under any circumstances, without prior and express authorization from the Contracting Party-User. The exception applies when there is a legal determination or request from government authorities, in which case TBDC will notify the Contracting Party so that it may, if necessary, oppose it in accordance with the law, as well as for compliance with Law No. 13,709/2018 – General Data Protection Law;
e) The hosting infrastructure services used by TBDC are outsourced to reliable companies. In the event of failures in this service, TBDC undertakes to intervene with the third party to seek a solution to the problem as quickly as possible;
f) TBDC is not responsible for damages resulting from misuse by the Contracting Party, User, or their attorney(s), nor for the insertion and/or sharing of data by their representatives or agents;
g) Assume full responsibility for labor, social security, accident, and civil obligations concerning its employees and/or third parties contracted or subcontracted to perform the services, undertaking to hold the Contracting Party harmless in relation to such costs;
h) Make efforts, within the limits of its technical and operational capacity, to offer continuous improvements that bring benefits to TBDC users.
 
7.2. TBDC maintains a backup of the information entered on the platform by the Contracting Party and its enabled users, serving as a subsidiary backup. It is not responsible for the daily update of the backups.
 
8. SANCTIONS
 
8.1. The use of TBDC platform services in violation of these Terms of Use results in the exclusion of access for the Contracting Party and its users and the prohibition of using TBDC services, in accordance with the limits and deadlines established by applicable legislation.
 
8.3. After 30 (thirty) days from the due date, if the Contracting Party has not paid any outstanding debt, TBDC is authorized to suspend the provision of services, with a prior notification of 24 hours, without the Contracting Party being entitled to compensation of any kind. 
 
8.3.1. Reactivation, if requested, will occur within 3 (three) days after the payment of all outstanding debts/penalties at the time.
 
8.3.2. The sending and acknowledgment of this notification may be done through any available communication means, including email, phone, electronic message, or even a messaging app with delivery confirmation.
 
9. DATA PROCESSING PRIVACY POLICY
 
9.1. TBDC receives, stores, processes, and discards all information provided by Users (general, personal, and sensitive data) when accessing and using the service, in compliance with the General Data Protection Law.
 
9.2. The individual or identifiable data provided by users are used exclusively by the TBDC platform; however, they may be shared with other companies in the corporate group and commercial partners, members of the Intellectual Property Protection Program, authorities, and natural or legal persons, provided that prior communication is made and in strict compliance with applicable legal norms or by court order.
 
9.3. All user information or personal data is stored in high-security servers (cloud server) or magnetic media, with restricted access to the data operators of the controlling company, TBDC.
 
9.4. TBDC is not responsible for any damages resulting from the disclosure of personal data by users and third parties related to the Contracting Party.
 
9.5. TBDC is committed to maintaining the most advanced digital security measures for the storage, processing, and disposal of data; however, it is not responsible for criminal breaches of the database and the acquisition of information by third parties using public networks or the internet, circumventing security systems to access user information.
 
9.6. If necessary, the Contracting Party may request customizations, software improvements, or on-site personalized support from TBDC, subject to additional compensation and prior scheduling. 
 
10. BACKUP AND DATA EXPORT POLICY
 
10.1. TBDC performs security backups of system data, with each backup being retained by TBDC for 7 (seven) days for restoration purposes in case of data loss.

10.2. If data restoration is required due to the deletion of data or misuse of the TBDC platform by the Contracting Party and/or its enabled users, i.e., through the use of the client’s login and password, a restoration fee will be charged. Upon performing this restoration, the restored information will be subject to the last backup saved by TBDC.

10.3. TBDC assumes no responsibility for any deletion, correction, alteration, destruction, damage, loss, or failure in the storage of any system data that results from authorized access through the use of registered login and password.

10.4. TBDC reserves the right to retain, remove, and/or discard account data due to any violation of these Terms of Use, including, but not limited to, non-payment for contracted services, as per the cure period outlined in these terms. After termination for cause, the Contracting Party loses all rights to access or use the data registered on the platform.
 
10.5. The deletion of a media file uploaded to the system, when deleted by the Contracting Party and/or enabled users from their database (either voluntarily or involuntarily), is not subject to restoration.
 
10.6. Data and media file exports should be performed by the Contracting Party during the term of the contract, and only in the case of termination or contractual extinction, by TBDC.
 
10.6.1. When TBDC is responsible, the export of files will be in "csv" format, consisting of the information according to TBDC’s data map, and it will not be possible to export backups of files and media uploaded.
 
11. TERMINATION METHODS
 
11.1. The contract will be considered terminated, with prior extrajudicial notification, at any time, for both parties, in the following cases:
a) If either party, without just cause, fails to comply with or defaults on any of the agreed obligations, with such obligations being considered serious if not cured within 5 (five) days or within another deadline expressly provided in this agreement or agreed upon by the parties;
b) If either party files for judicial or extrajudicial recovery, requests for self-bankruptcy, or has bankruptcy proceedings initiated against it;
c) If the Contracting Party transfers to third parties, in any way, the rights and obligations it has assumed with TBDC, without prior and express authorization from TBDC;
d) If either party breaches its confidentiality duties and the provisions of the LGPD (General Data Protection Law) and Compliance, as outlined in this agreement and as required by law.
 
11.2. As per the provisions in item 11.1, without prejudice to other provisions in this agreement, the party responsible for the termination will be liable for a penalty of 30% (thirty percent) of the contract value, plus any losses and damages.
 
11.3. During the term of the contract, either party may terminate the contract by providing written notice to the other party at least 30 (thirty) days in advance, being liable for a penalty of 20% of the outstanding installments corresponding to the remaining duration of the Service Contract for SaaS, as per Item 3.1.4 of this agreement.
 
12. APPLICABLE LAW AND JURISDICTION
 
12.1. The Contracting Party agrees to the application of Brazilian laws to any dispute related to these Terms of Use, their amendments, accessories, and attachments, regardless of whether the Contracting Party is accessing TBDC services in a foreign country.
 
12.2. The Contracting Party and TBDC, by agreeing to these Terms of Use, choose the jurisdiction of the District Court of Cuiabá – MT, for the discussion of any matter related to this instrument, waiving any other jurisdiction, regardless of how privileged it may be.
 
12.3. It is expressly stipulated that no employment, corporate, or associative relationship of any nature or kind is established between the parties, and there is no link or responsibility between one party and the employees, contractors, or subcontractors of the other party, each party remaining solely responsible for all respective expenses and charges, whether of a labor, social security, insurance, civil, or any other nature.
 
12.4. By accepting these Terms of Use, the Contracting Party agrees to the election of the jurisdiction of the District Court of Cuiabá, State of Mato Grosso, to resolve any dispute related to these Terms of Use, expressly waiving any other jurisdiction, regardless of how privileged it may be.
 
13. NON-COMPETITION
 
13.1. The Contracting Party expressly agrees not to develop or finance the development of platforms that provide services similar to those offered by TBDC during the term of the contract and for 2 (two) years following its termination.
 
These Terms of Use were last updated on 04/03/2025.