Adhesion Term

By this private instrument and in the best form of law, the parties named and qualified below:

BIMachine: SOL7 INFORMATICA LTDA, a limited company, registered in the CNPJ under no. 07.780.779/0001-54, headquartered in the city of Lajeado/RS, at Rua Alberto Torres, nº 613, sala 301, Centro district, CEP 95.900-188, hereby represented in the form of its constitutive act; and,

Customer: duly named in the commercial proposal.

By common agreement, the above qualified parties execute this TERM OF ACCESSION, which will be governed by the legal provisions applicable to the species and terms and conditions of the clauses described below, namely:

1.1 The object of this instrument is the provision of services, by BIMachine on behalf of the Client, as the scope and limits outlined in the Annex – Commercial Proposal, as well as the provisions herein agreed. 

1.2 This instrument will cover any additional services that may be contracted during the term of the contract, and the relationship of the parties is completely linked to this instrument and governed by the provisions hereof.

2.1. The present instrument is concluded for the term set forth in item 4 of the Appendix – Commercial Proposal.

2.2. This instrument may be terminated unilaterally, by either party, without prior notice, in the following hypotheses: (a) by proven consensus of the parties; (b) in case of non-fulfillment, by either party, of the obligations provided for herein; (c) for breach or violation of any of the clauses or conditions established herein, and provided that such breach is not remedied, by the breaching party, within fifteen (15) working days after having received notice to that effect from the innocent party.

2.3 The innocent party is assured the right to receive the losses and damages incurred due to the committed fault and the contractual rescission, in the case of motivated rescission in the terms of letter "b" of the previous item.

2.4 Any party, at any time, may terminate this Agreement, provided it sends the other party prior written notice at least sixty (60) days in advance, and has no outstanding financial obligations, and should be observed, as appropriate, the provisions of item 2.5.

 

2.5 In case of unilateral and unjustified termination of this Agreement by the Client, during the term described in item 4 of the Annex – Commercial Proposal, referenced in clause 2.1 of this Agreement, without any of the hypotheses of item 2.2, the Client will pay a compensatory fine in the amount equivalent to 50% (fifty percent) of the outstanding balance of the contract.

3.1 In the execution of the object of this instrument, the Client will pay BIMachine the amounts defined in the Annex – Commercial Proposal.

3.1.1 In the event that, at a later date, the Customer will perform additional contracts, BIMachine may send new Commercial Proposals to the Customer, detailing the amounts due for such agreements, which will become part of this instrument, for all purposes, under the terms of item 1.2.

3.1.2 The Customer is aware that from the moment the execution of this instrument begins, BIMachine will have to bear several costs, in view of this, the Customer declares to agree that it must make payments under the terms provided in the Annex – Commercial Proposal, from the first month of employment.

3.1.3 Moreover, the amount of remuneration may change on a monthly basis, due to the increase or reduction of the variables defined in the Attachment – Commercial Proposal, to the extent that the Client, on its own, makes these changes. In addition, the change in variables may result in the automatic migration of the plan contracted herein, as provided in the Attachment – Commercial Proposal.

3.1.3.1 The BIMACHINE PLATFORM registers all changes in variables made directly by the Customer, either through the master login or any other user, and the Customer is now exempt from complaining to BIMachine about the variation of the value of the remuneration, if this is proven to result from the increase or decrease in variables by any user registered by the Customer.

3.1.3.2 If the hours initially contracted for the provision of services under this Contract are exhausted, to continue the service the Customer must hire a new package, from the notification of the achievement of such hours by BIMachine, by sending a new Commercial Proposal by BIMachine.

3.2 The remuneration amount already includes the materials used, taxes levied, as well as all other expenses and costs for the performance of the object of this contract, provided they have not been expressly mentioned herein.

3.3 Voluntary non-payment by the Client of the compensation, within the stipulated period, will result in a default fine of 2% (two percent) on the outstanding amount, in addition to default interest of 1% (one percent) per month, proportional to the days in arrears, and monetary adjustment using the IGP-M/FGV, 

3.3.1 In the event of a default of more than 20 (twenty) days by the Customer, BIMachine reserves the right to interrupt access to the platform and to suspend the provision of services, as well as to send the debt to protest and to register the Customer‘s name in the registry of defaulters.

3.4 In the event of voluntary non-payment by the Client of the remuneration, within the stipulated period, BIMachine may propose a legal action for collection of the amount of unpaid remuneration, regardless of notification, monetarily corrected from the signing of this instrument until the date of actual payment, plus default interest of 1% (one percent) per month, a fine of 20% (twenty percent) and attorney’s fees of 20% (twenty percent), calculated on the amount outstanding.

3.5. Every 12 (twelve) months, the remuneration foreseen in the Attachment – Commercial Proposal will be monetarily updated, according to the IGP-M/FGV index, and in case of deflation, it will be updated according to the IPCA/IBGE index, observing the dispositions of item 9, "c", of the Attachment – Commercial Proposal.

4.1. BIMachine undertakes to comply with and follow all deadlines and obligations set forth in this instrument and its annexes.

4.2. BIMachine declares that it is the sole owner of any technology licensed hereunder, and is responsible for any damage caused to third parties by the licensing of such technology. 

4.3 It is the responsibility of BIMachine to pay for the materials, equipment, employees, software license, image license, use licenses, and their respective fees and taxes, i.e. all objects and resources needed to provide services under this instrument, according to the Annex – Commercial Proposal.

4.4 It is the responsibility of BIMachine to select and hire on their behalf, and under their sole responsibility, all employees necessary to provide the services contracted here, and they will be considered for all legal purposes as exclusive employees of BIMachine. BIMachine is fully responsible for compliance with labor standards, social security, social or tax and others applicable to their employees and agents, and must keep the Client free of any liability, including any other postulation based on alleged employment relationship.

4.5. BIMachine will also respond civilly, for acts committed by their employees and agents, when performing the services subject of this instrument, bearing the burden of any material or moral damage caused by them to property and people, without prejudice to the right of recourse.

5.1. The Customer undertakes to comply with and follow all deadlines and obligations set out in this instrument and its annexes.

5.2 The Customer agrees to bear any extraordinary expenses that are necessary for the performance of this Agreement, provided that previously requested to BIMachine or, further, provided that previously informed about the incidence of such costs by BIMachine, such as, but not limited to travel and displacement. 

5.3 The Customer hereby declares to be fully aware that this instrument only grants the right to use, without exclusivity, any technology licensed by BIMachine, within the limits determined in this instrument and its attachments, not transferring in any event, ownership or any other title or right over the licensed technology. 

5.4 The Customer agrees to accept the conditions set out in the Terms of Use and Privacy Policy Data, available on the website of BIMachine, as well as in the Annex – Data Processing Agreement.

5.5 The Customer undertakes to have the technical infrastructure necessary for the proper use of the service(s) contained in the Annex – Commercial Proposal, such as internet access with good quality connection and devices compatible with the use of the service(s), as well as to provide all important information relevant to the project in a timely manner, ensuring the availability and dedication of employees responsible for providing such information.

5.5.1 The BIMachine is not responsible, and will not bear the financial burden, if eventually find themselves unable to provide and / or provide the service (s) contracted, if this fact arises from faults committed by the Customer, such as, for example, if the Customer does not have adequate technical infrastructure; provide information inaccurately or insufficiently; not demonstrate clarity and availability to communicate with BIMachine.

5.5.2 The Customer is aware that it must cooperate with BIMachine for the proper functioning of the service (s) contracted, and that if it does not do so, may not claim any right to termination for breach of contract by BIMachine, or any compensation in this regard.

5.6. At any time the Customer may request, through a ticket or e-mail directed to suporte@bimachine.com.br, information about the activities contracted and performed by BIMachine, at which time it will provide within 72 (seventy-two) hours from receipt of e-mail, a detailed report containing the activities completed, under development and pending any information or additions by the Customer.

5.6.1 In the event the request is made by telephone, WhatsApp or other digital means, the Parties undertake to formalize the request by email.

6.1 During the term of this instrument and after its termination or rescission, the parties undertake to keep under absolute secrecy all commercial, accounting, administrative and technical information mutually disclosed as a result of its execution, refraining from using it for their own benefit or for the benefit of third parties, undertaking to ensure that their partners, employees and third parties of their trust, informed of this obligation, also do so, under penalty of being jointly and severally liable with them.

6.2 Failure to comply with the duty of secrecy and confidentiality will entitle the prejudiced party to consider this instrument terminated, without prejudice to claiming compensation for losses and damages from the defaulting party.

7.1. All technology, technology patents to be developed and all rights related and related to the subject matter of this instrument and developed by BIMachine, are and shall remain the sole and exclusive property of BIMachine, agreeing the Customer not to practice act or fact that in any way impair the rights provided for in this clause or claim any right or privilege over them, such as, but not limited to, reproducing, modifying, reverse engineering, compiling, decompiling, transmitting, publishing, sublicensing, permitting, authorizing, renting, selling, distributing, or otherwise using any content, functionality, software or software material owned by BIMachine in any way not permitted herein.

8.1. This instrument expresses the entire will of the parties and supersedes any and all other agreements, conventions, or understandings, verbal or written, signed between the parties previously, which, upon signature, hereby lose all validity and effectiveness, being replaced by this instrument, the only valid document that embodies the reciprocal rights and obligations of the parties.

8.1.1 Still, under the terms of item 1.2, eventual additional contracts signed between the parties will also be governed, where applicable, by the provisions herein agreed upon, becoming an integral part of this instrument, for all legal and juridical effects.

8.2 Tolerance by any of the parties in relation to non-compliance with any of the provisions contained herein shall not mean, at any time or under any hypothesis, waiver of rights relating to such provisions, shall not affect, under any pretext, the validity of this instrument, in whole or in part, and shall not hinder the right of the prejudiced party to demand compliance with any and all obligations owed by the defaulting party.

8.3 The invalidity, ineffectiveness or unenforceability of any of the provisions contained herein shall not invalidate or render ineffective or unenforceable any of the other provisions contained herein, which shall remain in full force and effect, and the parties undertake to negotiate and use their best efforts to agree on the necessary measures to remedy such provisions of any defects. 

8.4 The Customer may not assign any of its rights under this Agreement without the express written consent of BIMachine, and any assignment not in accordance herewith shall be without effect against BIMachine.

8.5 This instrument may be reformed or amended at any time by mutual consent of the parties, by written instrument with the same formalities as this one. 

8.6 This instrument is irrevocable and irreversible, binding not only the parties, but also their successors in any capacity.

8.7 This instrument does not establish any form of partnership, employment relationship, joint liability, subsidiary and/or joint liability between the parties, nor can it be construed as a mandate or agency.

8.8 The Client authorizes the use of its brand by BIMachine in client portfolios and institutional materials of BIMachine. 

8.9 The parties declare and agree that this instrument constitutes an extrajudicial execution title.

8.10. By signing this instrument, the Client tacitly consents to the Data Processing Agreement.

9.1 The Circuit Court of Lajeado/RS is hereby chosen to judicially settle any controversies arising from the agreement herein.

And for being so just and agreed, they sign this Instrument for one sole purpose, together with the two witnesses who attended the act, so that it may produce its legal and juridical effects.