Terms of Use and Privacy Policy

You must click on the “Accept” button expressing agreement to all terms provided herein in order that your Company, as represented by you, is registered in any of our applications and may use our online services.

Please read carefully.

REGISTER AND INTENTION – “You” (the Legal Entity described in the specific Registration Form, represented herein by its representatives by any title) agree that for your Company to register in our site (www.nimbi.com.br or www.nimbi.com.ar), in our applications or to use any of our online services, you must click on the “Accept” button below whereby you will be entering into a legally binding agreement with Nimbi S.A., a closed capital corporation having its headquarters at Alameda Vicente Pinzon, 51 – 6º andar – Vila Olímpia – São Paulo/SP, enrolled in the Legal Entities’ National Roll of the Ministry of Finance CNPJ/MF under nº 02.890.199/0001-04 or, for the markets of Argentina, Uruguay, Paraguay and Chile, with Russell & Drexler SA, sociedade anónima Argentina registered in the IGJ under no 1703537, and in AFIP under no CUIT 30.70790125.6, with registered office at Av. Córdoba 535 Piso 1 Oficina C of the Autonomous City of Buenos Aires, which is active in the above mentioned markets as an agent of Nimbi S.A.

You must use the Nimbi Platform only in representation of your company as described in the relevant Registration Form. Using your account in respect to the company’s affiliates or any third party is not possible.

By clicking on the “Accept” button you acknowledge having read and understood the terms and conditions of these Terms of Use and Privacy Policy herein and to be bound by all of its provisions. By clicking on the “Accept” button you will also be agreeing to use electronic signatures and acknowledging that your click on the “Accept” button constitutes an electronic signature.

ABOUT THESE Terms of Use and Privacy Policy – We may change it to, for instance, reflect any changes in the Law or changes in our Services. You must check the terms on a regular basis. We shall post notices about changes to the Terms of Use and Privacy Policy in this web site. Changes shall not apply retroactively and shall be effective not sooner than fifteen (15) days after publication. However, changes in respect to new functionalities of a Service or changes made for legal reasons shall be effective immediately. If you disagree to the changed terms of a Service, you must discontinue the use of this Service.

These terms shall govern the relationship between NIMBI and you. They do not create any rights for third parties.

In the event that You do not fulfill these terms and we do not take immediate action, this shall mean no waiver of any rights that we might have (such as taking action in the future). In the event that any provision of these terms is deemed unenforceable, this shall not affect any other terms hereof. Should you need to contact us about the provisions of these Terms of Use and Privacy Policy, please send an email to atendimento@nimbi.com.br or atencion@nimbi.com.ar for the markets of Argentina, Uruguay, Paraguay and Chile 

OUR SERVICES – The Nimbi Platform consists in an Internet based electronic system for virtual procurement that is meant to act as a channel for the offer of goods and services between you and companies that use the Nimbi Platform for such purposes, as identified under an applicable Term of Adhesion (“Services”).

You acknowledge and agree that (i) the Nimbi Platform is a service that allows users to publish content that shall be made available to the Purchaser (any company that You do business with on the Nimbi Platform), including, without limitation to it, content in respect to tenders, offers and responses to requests (RFP – request for proposals), but it is not a platform for virtual commerce (e-commerce; (ii) NIMBI shall not mediate transactions of any nature; (iii)no transaction shall be completed between You and Purchaser through the Nimbi Platform; (iv) any supply of goods or services to Purchaser, if applicable, shall be agreed to between Purchaser and the respective users outside the Nimbi Platform environment; (v) no flow of funds or contract entering shall happen within the Nimbi Platform; (vi) NIMBI shall not be liable before the Purchaser or You for any transaction originating from any relationship existing between You and Purchaser, whether direct or indirect, nor shall it be liable for negotiations performed between Purchaser and You, for the delivery of products or services; as said negotiations are made at the expense and risk of the Purchaser and You, which must protect yourselves with all caution that is required, as well as NIMBI shall not be liable for damages and/or losses resulting from negotiations between Purchaser and You, for the origin and amount of products and services, with all and exclusive liability falling upon You. 

NIMBI may make available to You support services (help desk), as described under an applicable Term of Adhesion. The Term of Adhesion (if any) and the Terms of Use and Privacy Policy must be read and construed jointly and shall constitute the agreement between You and NIMBI. The Terms of Use and Privacy Policy may be, but shall not forcibly be, changed by the Term of Adhesion. In the event that there is conflict between the Terms of Use and Privacy Policy and the Term of Adhesion, the provisions of the Term of Adhesion shall prevail.

YOUR ACCOUNT – An existing account shall be required in order to use the online services of the Nimbi Platform. Having an account means having a login and access password. To protect your account on the Nimbi Platform you must keep your password in secrecy. You are exclusively and entirely responsible for all activities occurring under the Login(s), Username(s) and Access Password(s) made available to you. We do not recommend that your password be reused on third-party applications. In case you become aware of any unauthorized use of your Account or password please contact us immediately and take action to change it to ensure bigger protection of your data.

You cannot share your login and password with third parties. In the event that You nevertheless share your login and password with third parties, NIMBI shall be exempt from any liability in respect to the information that is made available.

COMMERCIAL USE OF OUR SERVICES – Upon registering You acknowledge that you are the person that is legally responsible for the use of our Services in the name of the legal entity that has been registered and undertaking all liability over the relationship of the legal entity represented by you in its connections and relationships with third-party companies. 

YOUR CONTENT – Some of our online Services allow You to send “Content” (which includes, without limitation, personal information, company data, content or any other information that You upload or publish on the Nimbi Platform, such as, without limitation, tenders, offers, product or service descriptions and price lists). You keep the ownership, including the intellectual property, over the entire Content shared by You.

In short, that which belongs to You shall remain with You.

The Purchaser shall define the terms, conditions and requirements for any opportunity that allows You to publish any Content. You shall be the sole responsible person for each and any Content published by You and for keeping those Contents updated on the Nimbi Platform.

You shall have access to the Content that Purchaser decides to make available to You on the Nimbi Platform, at the sole discretion of the Purchaser.

When You upload to the Nimbi Platform or in any way send Content to our online Services, You expressly authorize NIMBI (and those that we work with) to use, host, store, process, handle, reproduce, transfer, analyze and perform such Content, provided that it is on an anonymous basis, and does not contain any confidential information of the Final User and does not allow the identification of the Final User in any way whatsoever, pursuant to the provisions under item VIII, 7th Article of Law no 12.965, of the 23rd April, 2014, heretofore referred to as the “Civil Rights Framework for Internet Use” or “MCI”.

The rights resulting from this authorization to use are for the strict purposes of the operation, promotion, development and improvement of its Services, management of the performance of the Nimbi Platform, negotiation and purchase decisions by Purchaser and any of its affiliates, to generate reports for the Purchaser, planning and analysis of procurement, reports, analytics, monitoring and supervision of compliance to the applicable Law (“Purposes”).

You hereby agree and consent to NIMBI having the right to grant access and divulge the Content to any of its affiliates, to the Purchaser, Purchaser’s affiliates, and to third parties that are contracted by NIMBI for the Purposes, and that it shall be entitled to transfer and export any Contents to any third party in any country, exclusively for the Purposes, and subject to the confidentiality obligations provided for under these Terms. Make sure that You have the necessary rights to authorize us to use any Content that You send to our Services. This is valid as much for your personal information as for the information of the company represented by You. 

Notwithstanding the foregoing, NIMBI shall be entitled to process and use the anonymized data or in aggregate form for any purpose that it deems desirable, provided that such data does not contain any of your confidential information and do not allow our identification in any way whatsoever.

You acknowledge and agree that NIMBI does not have control over the transmission of data over the Internet or public telecommunication networks and that, therefore, the obligations of NIMBI provided for under these Terms of Use and Privacy Policy and in the respective Registration Forms shall not apply to the Contents that are in transit through such networks.

YOUR RIGHTS – It is important that You abide by the rules under these Terms of Use and Privacy Policy that are made available on the Nimbi Platform website.

Subject to You fulfilling all of your obligations provided for under these Terms of Use and Privacy Policy including, among others, those in respect to the topic “What You must and must not do”, NIMBI grants to You the limited, revocable, nonexclusive, non-transferrable and not subject to sublicensing right to access and use the Services, as long as your registration on the Nimbi Platform lasts. For the purposes of these Terms of Use and Privacy Policy, this right shall not extend to any affiliate of the legal entity represented by You.

We reserve to ourselves all rights that are not expressly granted under these Terms of Use and Privacy Policy including, without limitation, ownership rights, intellectual property rights, moral rights, copyrights and all the other rights in respect to the Nimbi Platform and to the related items, including each and every copy made on the Nimbi Platform website.

You may neither copy, modify, distribute, sell or rent any part of our Services or the included software nor may perform any reverse engineering or attempt to extract the source code of this software.

The use of the online services of the Nimbi Platform does not confer upon Your ownership of the intellectual property rights over the applications, functionalities, copyrights, patents, designs, trademarks, components or contents that You access in our solutions. These terms do not confer upon You the right to use any trademarks or logotypes in respect to the Nimbi Platform, to NIMBI or any of its members.

YOUR OBLIGATIONS – What You MUST and MUST NOT do:

WHAT YOU MUST DO:

  1. Abide by all the applicable laws including, among others, the MCI, privacy laws, intellectual property laws, tax laws and regulatory requirements;
  2. Provide accurate information to the Nimbi Platform and update it whenever required to do so;
  3. Abide by these Terms of Use and Privacy Policy;
  4. Fulfill the instructions contained in the notices sent to You by the Nimbi Platform about the Services;
  5. Use the Services in an ethical way and only for its internal commercial purposes; and
  6. Use your true name (including also the entire corporate name of the Company represented by You) in your profile.

WHAT YOU MUST NOT DO:

  1. Act dishonestly or in an unethical manner by publishing inappropriate or inaccurate Contents on the Nimbi Platform;
  2. Publish inaccurate information in the fields indicated in the profile form.
  3. Cause damages that generate losses to another legal entity, including by sending undesired information through the network, using the Nimbi Platform;
  4. Add, publish, send email, transmit or in any other way make available or introduce any Content that:
    1. Informs or falsely impersonates or in any other way inadequately represents your identity, as the legal representative of your company, including, among others, a false description of the Services rendered, or products sold by your company; 
    2. Is, in the whole or partly, illegal, defamatory, abusive or in any other way questionable;
    3. Adds a content to a field that is not designated for it (for instance, inserting a telephone number in the “address” field, or includes telephone numbers, email addresses, postal addresses or any personally identifiable information for which there is no specific field provided by the site);
    4. Includes information that You do not have the right to divulge or make available lawfully or in accordance with contractual or fiduciary relationships (such as privileged information or confidential and private information known or divulged as a result of confidence agreements);
    5. Infringes on patents, trademarks, trade secrets, copyrights or other intellectual property rights of third parties;
    6. Includes any unsolicited or unauthorized advertising, promotional materials, undesired mail, spam, chains and pyramid schemes, or any other form of enticement. This prohibition includes, without limitation, using the site to send unsolicited promotional messages to the company’s contacts in the network, without their permission;
    7. Contains software viruses, worms or any other code, file or computer software that interrupts, destroys or limits the functionality of any computer software or hardware or the telecommunication equipment belonging to the website or to any website user;
    8. Falsifies or manipulates identifiers to mask the origin of any communication transmitted through the Services; 
  1. Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, show, sell, reformulate the trademark or in any manner transfer information found on the Nimbi Platform (including content registered/inserted by You), except as permitted under these Terms of Use and Privacy Policy;
  2. Make reverse engineering, dismantle, decrypt or in any other way try to copy the source code of any underlying intellectual property used on the Nimbi Platform, or any part thereof;
  3. Use information, content or any data visualized or obtained by You on the Nimbi Platform website to render any service to any competitor of NIMBI; 
  4. Insinuate or state, either directly or indirectly, that You are an attorney-in-fact or representative of NIMBI, unless you have the proof documents of the legal relationship declared;
  5. Rent, lease, lend, negotiate, sell/resell, license, sublicense, transfer, assign, distribute, commercially exploit, or in any other way make available to any other third party the Nimbi Platform or access to the Nimbi Platform or any information contained therein, or its equivalent, in the whole or in part, including by means of a hosted job, multiple user rights or multiple access arrangements, time sharing, accumulation, outsourcing, for the purposes of a help desk or similar, except for the benefit of your trade operations;
  6. Remove any copyright notices, trademark or any other property right contained on the Nimbi Platform;
  7. Remove, cover or otherwise hide any advertisement contained on the Nimbi Platform;
  8. Collect, use, copy or transfer any information, except those expressly permitted under these Terms of Use and Privacy Policy or pursuant to an express authorization of the company that owns the information;
  9. Share information of non-users of the Nimbi Platform, without their express consent;
  10. Infringe or use the Nimbi Platform brand, brand logos or trademarks belonging to NIMBI or to any of its members or licensors, except if expressly permitted to do so by NIMBI;
  11. Use software, devices, bot scripts or other means or processes, either manual or automated, to access, capture, probe or spy on any web pages or other services contained on the Nimbi Platform;
  12. Access the Nimbi Platform by automated means or processes to monitor the availability, performance or functionality of the Platform, for any competition purposes;
  13. Get involved in “framing”, “mirroring” activities or by any other means to simulate the look or functionality of the Nimbi Platform website
  14. Try to access or effectively access the website (Nimbi Platform) by any means that is not authorized by NIMBI or through the interfaces provided by the website, such as the cellphone applications or web browsing to the web site http://www.nimbi.com.br or http://www.nimbi.com.ar or for the markets of Argentina, Uruguay, Paraguay and Chile with a web browser. This prohibition includes accessing or trying to access the Nimbi Platform website by means of any service provided by third parties, including by other platforms of the “software-as-a-service” type.
  15. Attempt to or effectively neutralize any safety component that is included or underlying the Nimbi Platform;
  16. Participate in any actions that may directly or indirectly interfere in the operation of the Nimbi Platform’s infrastructure or that overload it beyond reasonable limits, including, without limitation, trying to obtain unauthorized access to the web site or transmitting or activating computer viruses by means of the Nimbi Platform or thereon;
  17. Interfere, interrupt or attack the site or Services of the Nimbi Platform including, without limitation, any servers or networks connected to the site.

COMPLAINTS ABOUT CONTENT PUBLISHED ON THE NIMBI PLATFORM – We have created the Nimbi Platform to change the way companies get connected and do business. To reach this goal we have several applications and online services marketed in the SaaS (software as a service) model. For those Services to function properly, it is required that You share only true and accurate information. We also respect the intellectual property rights of third parties. Therefore, these Terms require that the information registered/inserted by You and your Content are always accurate and do not breach on intellectual property rights or any other rights belonging to third parties.

NIMBI shall have the right to remove any Content or information published by You that, at NIMBI’s reasonable discretion, may be likely to violate the applicable law, the rights of any third party or the terms and conditions provided for hereunder, or to comply with the applicable law or valid court order or administrative order, without prejudice to NIMBI’s rights and appeals available under these Terms of Use and Privacy Policy and the applicable law.

NIMBI shall use commercially reasonable efforts to notify You about the removal of any information, except where prohibited to do so by law or court order. You now acknowledge and agree that under no circumstance NIMBI shall be required to monitor or to analyze the content of each information published by You. To submit a complaint, please send an email to atendimento@nimbi.com.br or atencion@nimbi.com.ar for the markets of Argentina, Uruguay, Paraguay and Chile

Privacy Policy – NIMBI is committed to raising the awareness of the network Users in respect to their information that is collected and used to provide a better navigation experience on the Nimbi network.

Nimbi network’s Privacy Policy is in accordance with the provisions under Law no 12.965 of April 23rd, 2014, heretofore referred to as the Civil Rights Framework for Internet Use” or “MCI” and committed to protecting the privacy and confidentiality of the data and personal information of its Users.

USERS’ INFORMATION – In order to perfect our services and continuously improve your browsing experience on the Nimbi network website, we collect our Users’ Personal Information. “Personal Information” means any information about a single person that is identified or identifiable (“information owner”); an identifiable single person is someone that can be identified, directly or indirectly, particularly in reference to an identifier, such as a name, an identification number, location data, an online identifier or one or more specific factor of the physical, physiological, genetic, mental, economic, cultural or social identity of this natural person.

Registration information: Many of our services require that You are registered with a user’s account. Upon registration the User, as provided for under item IX of Article 7 of the MCI expressly consents to the collection, use, storage and handling of his Personal Information and other user’s data.

User shall provide us with both Personal Information and data about his company, such as: its company’s corporate name, the trade name of his company, the name, surname, Identification Card (“RG”) and Natural Person Taxpayer’s Roll numbers of the contact natural person (legal representative) for the company, the city and state taxpayer’s roll numbers of your company, corporate email address, corporate headquarters address of the company and billing address, contact telephone number, National Roll of Legal Entity Taxpayers (“CNPJ”) number, password, among other items that are required for the Services to be rendered.

You may opt not to provide some information, but it is likely that your browsing experience on our site will not have all of the features that are offered.

For the duration of the relationship between User and NIMBI, or within thirty (30) days after its termination, User may request at any time the final exclusion of Personal Information that he has provided, by sending an email to atendimento@nimbi.com.br or atencion@nimbi.com.ar for the markets of Argentina, Uruguay, Paraguay and Chile, with exception to the hypotheses of mandatory keeping of information that are provided for under applicable law.

After the exclusion of Personal Information, if required for continuing Services, NIMBI may require the supply of new Personal Information in order to keep on providing Services.

The exclusion of user data that are not Personal Information, as well as the exclusion of Personal Data by NIMBI if there is no previous request for exclusion by the User, shall be governed by the Terms of Use and Privacy Policy.

Other sources: We may collect specific information from mobile devices that access the Nimbi Platform website.

Furthermore, we store some information that we receive automatically every time the User interacts with our website. Internet Protocol (IP), browser type and web pages visualized on our site are some examples of this collection, which is performed by using cookies.

Cookies are identification of interaction with our website or our advertisements that are transferred to the User device for the purpose of recognizing it in the next browsing.

We use cookies to provide a better experience on our website and to make possible personalized features, such as recommendation of specific Services, advertisements and additional information about items of User’s interest.

Users may disable the saving of cookies in their browser, delete them and manage their use by means of the configuration of the web browser used to access the Nimbi network at any time.

All information collected through the Nimbi network website are stored and protected in secrecy by NIMBI.

The only exceptions are provided for under the “Sharing of Information” section.

CLIENT CONTROL – You are free to choose which information you want to provide to NIMBI; however, such pieces of information are essential for the completion of the acquisition of the Services and a better browsing experience on Nimbi network’s website.

Upon registering and filling in his/her name and email address, User is accepting to receive alerts and hangs that happen within the Nimbi network and commercial communications. You may revoke your consent to receive commercial communications any time.

The most used Internet browsers enable the User to manage the use of cookies in his/her machine. We recommend keeping the saving of cookies on. That way, all customized navigation features offered by the Nimbi network website can be explored but, in case User disagrees, this functionality can be disabled.

Updating and giving the correct of data to the Nimbi network website upon registration is the sole responsibility of the User. If desired, client may cancel his registration sending an email to atendimento@nimbi.com.br or atencion@nimbi.com.ar for the markets of Argentina, Uruguay, Paraguay and Chile.

Due to the constant evolution of the business model, NIMBI reserves itself the right to change this privacy policy any time, by publishing the updated version on the address www.nimbi.com.br or other associated addresses.

User may ask questions any time about our privacy policy through the email atendimento@nimbi.com.br, or by contacting us at the address: Alameda Vicente Pinzon, 51 – 6º andar – Vila Olímpia – São Paulo/SP. For the markets of Argentina, Uruguay, Paraguay and Chile please send an email to atencion@nimbi.com.ar or contact us at the address Av. Córdoba 535 Piso 1 Oficina C de la Ciudad Autónoma de Buenos Aires.

 

INFORMATION SECURITY – NIMBI warns Nimbi network users to protect their information against unauthorized access to their computers, accounts or passwords. You must always make sure to click on “exit” upon termination of your browsing in a shared computer.

NIMBI informs all Users that it will never send electronic messages for the installation of software in the computer of its Users.

To maintain safety and protection of the Users’ information on the network’s website NIMBI uses adequate and reasonable measures, such as Communication Protocol (https) and an SSL method to encrypt all types of communication performed between User and the applications of the Nimbi network. Cryptography methods may be replaced any time by other methods such as AES – Advanced Encryption Standard; DES – Data Encryption Standard; TLS – Transport Layer Security; SSL – Secure Sockets Layer; RSA – RSA Data Security, Inc; MD5 – Message Digest algorithm 5; GCM – Galios/Counter Mode; SHA – Secure Hash Algorithm.

Applications of the Nimbi network are hosted in data centers with the Security Certifications ISO 9001, ISO 27001, ISO 27001 Smart Cloud Enterprise, ISO 20000, SOC 1, SOC 2 and SOC 3.

INFORMATION SHARING – The safety and secrecy of our Users’ information are very important for the Nimbi network. The registration information supplied by Users of the Nimbi network are protected by these Terms and NIMBI keeps its commitment to the secrecy for the information of its Users, with the provision of some exceptions according to the law or in given situations. 

Sharing of information becomes necessary in some situations. In continuation, we mention examples of information sharing:

  • New businesses: In the ongoing development of our business, projects for the acquisition and merger of companies, subsidiaries and other businesses may occur. In this transfer of businesses, information about their respective Users are also transferred, but nevertheless, the privacy policy shall be kept in place, and the information shall be kept within the Nimbi network environment.
  • Legal Provision or Court Order: NIMBI may share information, in the event that it is mandated by law or court order through notifications, subpoenas or court official letters.
  • With the authorization of the client: In all other cases, if there is a necessity to share information we shall send a notification to the User requesting his approval or rejection.
  • Information Sharing between Users over the network: The information that is freely shared between Users (“companies” or “legal entities” over the network are of their responsibility. The secrecy of this information within the Nimbi network is protected during its transit, however at a time that precedes or is subsequent to that transit, this information is not protected by the secrecy commitment that NIMBI undertakes under this Privacy Policy with its Users.
  • Sharing of data for statistical purposes: Pursuant to the provisions under item VIII of Article 7 of MCI it has been made clear that data collected from Users may be used to prepare statistical reports, without any identification or individuation of its origin.
  • By User’s request: If the User so requests, it will be possible to extract his personal information, for the purposes of migration to another company, in a format that allows said migration.

Contact of the Person Responsible for Data Protection – Address: Alameda Vicente Pinzon, 51 – 6º andar – Vila Olimpia – São Paulo/SP

ELEGIBILITY FOR THE SERVICES – To fulfill the Criteria for using the Service, You shall have to meet the requirements below, and represent and assure that You: (1) are above the “Minimum Age” (full age provided for under law); (2) have no restriction to use any of the Services and are not barred or prevented from having an account on the Nimbi Platform; (3) will use your true name and shall provide only accurate information on the Nimbi Platform; (4) have the full power and authority to enter into this agreement herein by accepting these Terms of Use and Privacy Policy and, on doing so, shall not violate any other agreement that You or NIMBI and its members are parts of; (5) shall not infringe upon any right of NIMBI, of its members or third parties, including intellectual property rights, such as copyrights or trademarks; and (6) agree to provide at your own expense all of the equipment, hardware, software and internet access that are required to use the Services; (7) are aware that some of the practices that breach the provisions comprised herein may fulfill the legal description of crimes and/or result in your civil liability. Minimum Age shall mean eighteen (18) years for Brazil and the lawful age indicated under the law of each country.

By agreeing to our terms, You automatically assure us that all information provided is truthful and that You fulfill all pre-requirements for us to work together.

YOUR SIGNATURE – The profile that You create on the Platform website shall become a part of the website. You hereby agree to: (1) keep your password secure and in secrecy; (2) not allow other people to use our account; (3) not to use the account of other users; (4) not to sell, negotiate or in any other way transfer your account on the Nimbi Platform to any other person/user; and (5) not charging anyone for the access to the Nimbi Platform or to any information thereon.

Furthermore, You shall be responsible for anything that happens by means of your account until You terminate it or prove that the security of your account has been compromised by any reasons other than by your own fault. To terminate your account, please send an email to atendimento@nimbi.com.br or atencion@nimbi.com.ar for the markets of Argentina, Uruguay, Paraguay and Chile.

COMPENSATION AND PAYMENT METHOD – For the online Services used on the Nimbi Platform, You must pay NIMBI the amount of the respective plan chosen according to the periodicity defined among the payment options available on the Nimbi Platform, upon contracting it, in the Term of Adhesion for each specific Purchaser. 

In case You decide to have access to more services within the Nimbi Platform, You will have to pay NIMBI the amount for the contracted plan, according to the periodicity defined among the payment options in the Term of Adhesion for the service or for the Purchaser. 

Failure to pay any undisputed amounts due hereunder on the set dates for their maturity shall imply in the suspension of access to the Services, according to the conditions set in the respective Term of Adhesion for the corresponding Purchaser, until the pending financial issues are remedied. 

In the event of any suspension of your right to access or to use any portion or the totality of the Nimbi Platform, You shall remain liable for all undisputed fees and charges incurred in the period preceding the suspension date.

In case the suspension lasts for a period longer than thirty (30) days, your account on the Nimbi Platform may be cancelled, except if otherwise determined under a respective Term of Adhesion for the corresponding Purchaser. Be so advised that You may cancel or suspend your account according to the conditions set herein.

OUR RIGHTS AND OBLIGATIONS

  1. AVAILABILITY OF SERVICES. As long as the Nimbi Platform offers the Service, NIMBI reserves itself the right, at its sole discretion, to update, improve and expand he Services. Any change, modification or interruption occurred on the Nimbi Platform, in the whole or partly, as well as any change and modification in prices for the Services for You and all of our users shall be published on the Nimbi Platform website or communicated directly to You, upon which it will enter into force.
  2. DISCLOSURE OF USER’S INFORMATION. You acknowledge, consent and agree that we may access, process, keep and disclose your registration information and any other information provided by You, pursuant to the terms of the Privacy Policy, or if so required by law or by court order, to: (1) fulfill a legal procedure including, among others, court orders, summons, service of processes, notifications or other mandatory disclosures; (2) enforce these Terms; (3) respond to lawsuits for violation of third party rights, whether the third party is or is not an User, a natural person, a legal entity or a government body; (4) answer queries from customer service bodies; or (5) protect the rights, property or safety of the Nimbi Platform, of our users or of the general public. Disclosure of users’ information to third parties, except those that are strictly required for servicing the Purchaser, for the administration of these Terms or fulfillment of legal requirements is set forth in the Privacy Policy and is in compliance with the MCI.
  3. CONNECTIONS AND INTERACTIONS WITH OTHER USERS. You shall be the solely responsible for your interactions with other users.

INTELLECTUAL PROPERTY NOTICES – Our Services include copyrights, moral rights and the intellectual property rights of NIMBI’s, its members or licensors, it being ascertained that, except for the limited rights of access and use granted to You, NIMBI reserves itself all of its intellectual property rights over the Nimbi Platform. The web, the logotype marks of the Nimbi Platform and other trademarks, service marks, service marks, graphics and logotype marks used on the Nimbi Platform and in any Services are registered trademarks of NIMBI’s or its licensors. No Party may use any trademark, name, service mark or logotype mark owned by another party or by other users, except if previously authorized in writing by the respective party or by the respective user, as applicable, with the exception that You hereby authorize NIMBI to use your name and logotype mark to indicate that You are an User of the Nimbi Platform. 

CONFIDENTIALITY – As used in these Terms of Use and Privacy Policy, the term “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), orally or in writing, which is designated as confidential or that must be reasonably deemed as confidential taking into account the nature of the information and the circumstances of disclosure, including the terms and conditions of these Terms of Use and Privacy Policy, the Nimbi Platform, technological and technical information, and Content. 

Confidential Information shall not include any information that: (i) is or becomes of general public knowledge without breach of any obligation to the Disclosing Party; (ii) was known by the Receiving Party before the disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) has been independently developed by the Receiving Party without breach of any obligation to the Disclosing Party; or (iv) is received from a third party without breach of any obligation to the Disclosing Party.

The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose that is alien to the scope of these Terms of Use, except if previously authorized to do so by the Disclosing Party in writing.

Notwithstanding the foregoing, You from now on acknowledge and agree that the Purchaser and its affiliates and third parties contracted by the Purchaser may access, use and process each and every Content and each and every Confidential Information that is published by You on the Nimbi Platform, it being agreed that this shall not imply in any breach of the confidentiality obligations set forth under this clause.

Each Party agrees to protect the Confidential Information of the other Party in the same manner that it protects the confidentiality of the confidential information of the same nature that it owns (but in no other case employing less than the level of care that is reasonable).

If the Receiving Party is forced by law, regulation, court order or by other competent public authority, to disclose Confidential Information of the Disclosing Party, it shall notify the Disclosing Party immediately about such mandatory disclosure (to the extent that the law permits it to do so) in order to allow the Disclosing Party to seek or obtain a court order or any other remedy before the competent authority so as to prevent the disclosure. The Receiving Party also agrees to provide, at its own expense, reasonable assistance to the Disclosing Party in the event that the Disclosing Party intends to challenge the disclosure. In the hypothesis that the Disclosing Party is not successful in its challenge of the disclosure of the Confidential Information, the Receiving Party undertakes the commitment to disclose only that portion of the Confidential Information that it is legally bound to disclose. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality protections hereunder, the Disclosing Party shall be entitled, additionally to any other remedy that is available, to seek injunctive relief or similar caveats to prevent such acts.

DISCLAIMER – NIMBI shall not be responsible and it neither represents nor offers any guarantee or condition as to the delivery of any messages (such as publication of transmission of content generated by any other user) sent on the Nimbi Platform website to anybody. NIMBI is under no obligation to verify the identity of the persons that hire its Services nor shall it have any obligation to monitor the use of the online Services of the Nimbi Platform by other users. Therefore, NIMBY disclaims all responsibility for identity theft or by any other undue use of your identity or your information by other persons.

YOU ACKNOWLEDGE AND AGREE THAT THE STATE OF THE ART DOES NOT ALLOW THE DEVELOPMENT OF A PLATFORM THAT IS ERROR FREE. THEREFORE, YOU ACKNOWLEDGE AND AGREE THAT UPON AGREEING TO THIS TERM OF USE YOU ARE TAKING INTO ACCOUNT THE RISKS INVOLVED IN THIS TRANSACTION. FOR THIS REASON, NIMBI DOES NOT GUARANTEE THAT THE SERVICES OFFERED BY THE NIMBI PLATFORM SHALL WORK WITHOUT INTERRUPTIONS OR FLAWS, NOR THAT THE NIMBI PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. NO WARRANTY OR CONDITION IR MADE IN RESPECT TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE PLATFORM.

Operation of the Services and access to the Nimbi Platform may be interrupted any time (i) due to reasons of maintenance, updates or problems in the system or in the Nimbi Platform, (ii) if NIMBI deems it necessary or desirable for preservation or improvement of the performance of the Nimbi Platform by any reason, whether attributable to You or not, including, without limitation, in the event of service denial attacks (DoS), (iii) in case NIMBI is required by law to do so. NIMBI DISCLAIMS ALL LIABILITYFOR DAMAGES CAUSED BY ANY OPERATIONAL INTERRUPTION OR FAILURE. FURTHERMORE, NIMBI DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTION, IMPOSSIBILITY TO ACCESS OR INAPPROPRIATE CONDITIONS FOR NIMBI PLATFORM USE DUE TO (A) UNSUITABLE EQUIPMENT, (B) PROBLEMS ASSOCIATED WITH THE INTERNET SERVICE PROVIDER, (C) SATURATION OF THE INTERNET NETWORK, (D) USE OF THE NIMBI PLATFORM IN BREACH OF THESE TERMS OF USE AND PRIVACY POLICY, (E) FAULTS IN GOODS OWNED BY YOU THAT IMPACT THE NIMBI PLATFORM, (F) ANY BREACH BY YOU OF YOUR OBLIGATIONS UNDER THESE TERMS OF USE AND PRIVACY POLICY THAT IS THE DIRECT CAUSE OF THE PROBLEM , (G) FLAWS CAUSED BY SOFTWARE OR HARDWARE OF THIRD PARTIES OR BY CONFIGURATIONS OF SUCH PROGRAMS OR EQUIPMENT (FOR INSTANCE, ITS FIREWALL CONFIGURATIONS THAT ARE BLOCKING TRAFFIC OF DATA) THAT ARE NOT SUPPLIED BY NIMBI AND (E) BY ANY OTHER REASON. MOREOVER, NIMBI DISCLAIMS ALL LIABILITY FOR FAILURE IN OPERATION, OPERATION BY UNAUTHORIZED PERSONS OR ANY OTHER CAUSE WHERE THERE IS NO FAULT ON NIMBI’S PART.

Nimbi disclaims liability for problems defined as “Acts of God” or “Force Majeure” contemplated under Article 393 of the Brazilian Civil Code. Neither shall Nimbi also be liable for personal damages nor for incidental, special, indirect or consequential damages including, without limitation, damages due to loss of profit, moral damages, revenue loss, corruption or loss of data, data transmission or reception failure, financial losses, indirect, special, consequential, exemplary or punitive damages, discontinuation of business or any other trade loss or damage (including by any illicit or otherwise undue action or omission), resulting or related to your use or inability to use the Services or applications of the Nimbi Platform, by any other means. 

INDEMNIFICATION – You hereby agree to indemnify and exempt NIMBI from all damages, losses and charges (including among others: lawyers’ or legal fees or costs) in connection with all civil or criminal lawsuits files by third parties, that are caused: (1) by your failure to comply with these Terms herein, including, among others, publication of content that violates third party rights or the applicable law; (2) by any content submitted by You to the Services; and (3) by any illicit action in which You get involved on or through the Nimbi network website. 

LIMITATION OF LIABILITY – The liability for any claim related to the discussion of or challenge to the Terms of Use and Privacy Policy of the Nimbi network website, inclusively any implicit warranties or conditions, including, without limitation, ownership or non-infringement warranties, and any implicit representation, warranty or conditions of suitability to a purpose and marketable quality, and those resulting from the course of business and trade custom, shall be limited to the amount that You have paid NIMBI to use the Services. Neither NIMBI nor any of our subsidiaries, affiliated companies, and employees, shareholders or Counselors shall be liable , cumulatively, for: (a) any damages in excess of the amount that You have paid for a Service, or (b) any indirect or emerging, punitive or consequential damages or loss of use, profit, revenue or data suffered by You or by any third party as a result of the use of the Service, of any Platform Application or of any content or other materials appearing on the website, accessed by means of the website or downloaded from the Nimbi network website.

This limitation of liability is a fundamental component of the negotiation between the parties and without it the terms and prices charged would be different. The provisions under this section shall:

  • Be applicable independently of (1) you having based your claim on an agreement, tort, legislation or other legal theory, (2) we knowing or being obliged to know about the possibility of damages, or (3) the limited appeals provided for hereunder having failed on its main purposes; and 
  • Not apply, in case You have entered into a Term of Adhesion (an agreement that may be executed with You to service a particular Purchaser) with a separate limitation of liability provision that replaces this section in respect to those services.

HOW TO CHANGE OUR SERVICES – We are constantly modifying and improving our Services. We may include or remove functionalities or features and may also suspend or terminate entire functionalities of the Service. NIMBI may also include or create new limitations to the Services any time.

UNDUE USE OF THE SERVICES – Except if regulated and/or provided otherwise in the Term of Adhesion, NIMBI may restrict, suspend or cancel the account of any User that abuses or misuses the online services of the Nimbi Platform. Misusing the Services includes violating any intellectual or moral rights, violating the provisions under the topic “What You Must and Must Not Do” or any other behavior that NIMBI, at its sole discretion, considers being in opposition to its purpose.

TERM – These Terms of Use and Privacy Policy shall enter into force as of the date You accept these Terms of Use and Privacy Policy for the first time by clicking on the “Accept” button below, for an indefinite term, and shall be effective until it is terminated as provided for in continuation.

TERMINATION – Except if regulated and/or provided for otherwise in the Term of Adhesion of a specific User, any Party may terminate these Terms of Use and Privacy Policy and/or the Term of Adhesion of a specific Purchaser any time, for any reason, upon previous notice to the other Party with at least sixty (60) days in advance. 

Except if regulated and/or provided for otherwise in the Term of Adhesion of a specific Purchaser, 

NIMBI may, at its sole discretion, terminate any Term of Adhesion of a specific Purchaser under these Terms of Use and Privacy Policy upon notification to You, which shall be effective immediately in the event of expiration or termination of the Terms of Use and Privacy Policy between NIMBI and the respective Purchaser, for any reason, without any liability incurred by NIMBI and without causing any impact to the validity of the Terms of Adhesion of other Purchasers, if any.

Except if regulated and/or provided for otherwise in the Term of Adhesion of a specific Purchaser, any party may terminate these Terms of Use and Privacy Policy or any other specific Term of Adhesion in the event of a breach by the other party of any term or condition under these Terms of Use and Privacy Policy or specific Term of Adhesion that is not remedied within thirty (30) days from the date of receipt of the notification sent by the party that is compliant with the Terms of Use and Privacy or specific Term of Adhesion. The termination of a specific Term of Adhesion of a Purchaser shall neither affect the validity of any other specific Terms of Adhesion of a Purchaser nor of the Terms of Use and Privacy Policy that shall be then in force. The termination of these Terms of Use and Privacy Policy shall automatically entail the termination of all specific Terms of Adhesion of a Purchaser then in force.

In addition to all other rights and appeals available under these Terms of Use and Privacy Policy or under law, any party may terminate these Terms of Use and Privacy Policy totally, but not partially, in the hypothesis that: (a) the other party makes an assignment to the benefit of creditors or a proposal or arrangement under any bankruptcy or insolvency law, or has its bankruptcy petition ruled or declared or still, in case it enters into a court-sanctioned arrangement with creditors in such terms that prevent the fulfilment of its obligations hereunder, or begins any proceeding seeking assistance or protection under any bankruptcy or insolvency law that is applicable ; (b) the other party becomes subject to a dissolution or winding up petition that is not repealed within five (5) business days or there is a deliberation for its dissolution or winding up; (c) a trustee, guardian or receiver is assigned by any court ruling to manage the other portion or a substantial portion of its assets; or (d) any lawsuit is filed in court by or against the other party according to any bankruptcy law or any law for the protection of debtor’s rights, and such lawsuit is not rejected for sixty (60) days from its beginning.

Notwithstanding the foregoing, NIMBI shall be entitled to cancel your access to the webpage of any given Purchaser on the Nimbi Platform in the hypothesis that the Purchaser sends a notice in writing to NIMBI requesting that it excludes You from the webpage of that Purchaser on the Nimbi Platform.

The termination of these Terms of Use and Privacy Policy shall not prevent any party to seek any other appeals available to it and shall not exempt You from your liability to pay all fees incurred prior to the termination.

Upon termination or expiration of these Terms of Use and Privacy Policy for any cause, your access to the NIMBI Platform shall be immediately interrupted, exception made to the access to your Contents, which shall be made available for downloading purposes by NIMBI for a period of thirty (30) days, after which NIMBI shall have the right to delete or destroy any of your Contents, except for any data whose keeping by NIMBI is required in order to comply with the applicable law.

The failure to comply with the liabilities undertaken hereunder shall not be a valid cause for contractual termination if resulting from facts that are beyond the control of the parties, such as those that configure the acts of God and force majeure provided for under Article 393 of the Brazilian Civil Code.

GENERAL PROVISIONS

SEVERABILITY OF CONTRACTUAL CLAUSES

If a judge, court or arbiter determines a clause of these Terms of Use and Privacy Policy as invalid, void, voidable or unenforceable, the validity, lawfulness and enforceability of the other provisions under these Terms of Use and Privacy Policy shall not be affected. 

NOTIFICATIONS AND SERVICE OF PROCESS

Except for notices in respect to breach or termination of contract, whenever a notification is required or permitted under these Terms of Use and Privacy Policy, it may be given through the communication channels available on the Nimbi Platform, and shall be considered as delivered on the date that the message is read by the other party.

To contact us, please click here.

In respect to notices related to contractual breach or termination, such notices shall be considered as delivered if sent by registered mail, express, pre-paid, with receipt notice five (5) days after it is posted or, if sent by email, within three (3) business days from the date that it is sent, addressed to the party to be notified as follows

If to NIMBI

Att: Legal Department (“Departamento Jurídico”)

Address: Alameda Vicente Pinzon, 51 – conjunto 601 – Vila Olimpia – São Paulo/SP – CEP 04547-130

Email: jurídico@nimbi.com.br

If to You, according to the data indicated in your registration, or any other address that is provided in writing.

All notices that You deliver and that are not compliant with the terms under this section shall be devoid of legal effects.

ENTIRE AGREEMENT

You agree that these Terms of Use and Privacy Policy and the Term of Adhesion consist the entire, full and exclusive agreement between You and NIMBI in respect to the online Services of the Nimbi Platform, prevailing over all previous agreements and understandings, whether oral or in writing, in connection with the subject of these Terms of Use and Privacy Policy herein.

ASSIGNMENT

You may not assign, transfer or offer as a surety these Terms or any rights under these Terms of Use herein, including the right to access the Nimbi Platform, without NIMBI’s prior and written consent. All attempts to assign shall be ineffectual. We may freely assign or delegate all of the rights and obligations provided for under the Term of Use, in the whole or partly, without any notice to You.

WAIVER

Any waiver in respect to defaults on liabilities under these Terms of Use and Privacy Policy or the failure on the part of NIMBI or Yourself in exercising any right deriving from these Terms of Use and Privacy Policy shall not constitute any novation or acceptance of any future default, nor a waiver of the rights provided for under these Terms of Use and Privacy Policy, with its validity existing only severally.

JURISDICTION

The central court of the court district of the capital city of the State of São Paulo, Brazil, is hereby chosen, to the exclusion of any other, independently from how privileged it might be, to solve any issues resulting from the fulfillment of the Terms of Use and Privacy Policy.

For the markets of Argentina, Uruguay, Paraguay and Chile, the venue of the Courts of the Autonomous City of Buenos Aires, Republic of Argentina is hereby chosen.

SUCCESSORS

These Terms of Use and Privacy Policy is binding on NIMBI and You and your successors by any title.

APPLICABLE LAW

These Terms of Use and Privacy Policy shall be governed by the Brazilian law, with the exclusion of any other, regardless of how privileged it might be. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods – Uncitral (1980), as amended, shall not apply to this instrument herein.

INDEPENDENT PARTIES

The parties hereto are independent between themselves. These Terms do not create any agency, partnership, franchise, joint venture or employment relationship between the parties.

REPRESENTATIVES

You, upon registering with the Nimbi Platform website and accepting the terms of use and privacy policy of these Terms of Use and Privacy Policy by clicking on the “ACCEPT” button below, represent, under the penalties of the law, that You are the legal representative of the Company that is the Contracting Party of the Services or that You possess the respective powers granted/conferred through an appropriate power-of-attorney instrument, in order to undertake liabilities in the name thereof, and you consent and agree with the terms and conditions under these Terms, which shall consist a binding agreement between the parties, duly enforceable before You.