Terms and Conditions

This document applies to all relationships maintained between us, and it will present the conditions, guidelines, policies and duties that define it, regardless of the services provided.

If you started using OUR services on 12/20/2023 or after you already used OUR services before this date or in accordance with another version of these Terms, YOU will be able to find these versions right there on the left side of your screen in the “Previous Documents”.

*Attention! Use of the Services will implicate YOUR acceptance of these Terms.

If YOU and WE have signed another document that conflicts, in any part, with what we have described here, these Terms will not apply to YOU only ​​in that conflict.

For the interpretation of these Terms, when using the term “YOU” we will be referring to you Customer, when using the term “WE” we will be referring to Grupo Zenvia, which includes Zenvia and its subsidiaries* and whenever we use the terms “we” / “our” in letters lowercase, we will be referring to Customer and Zenvia together or our contractual relationship.

The list of affiliates and subsidiaries and all other words or expressions that have or may have some technical or specific connotation within the scope of the relationship between us will be listed and conceptualized in the Zenvia Dictionary – Annex VII.

Clause 1 – What services do we provide and which documents will apply?

1.1 The services WE provide may be (1) value-added services of integration with phone Operators for mechanized and bulk traffic through the SMS messaging channel and/or (2) licensing of use and access to our Communication Platforms, which contains digital communication tools, modules and solutions, as well as access to other digital communication channels (such as WhatsApp Business, Instagram, emails, etc.);

1.2 The two types of services described in clause 1.1 may be provided simultaneously or separately, depending on YOUR use of the services offered by US;

1.3 In addition to everything described here in these General Terms, other documents may apply to the provision of OUR services, as formalized in the Agreement signed between YOU and US;

1.4 The provisions contained in the Annexes to these Terms about each communication channel or Platform will prevail whenever they conflict with the provisions contained in these General Terms.

Clause 2 – For an honest relationship, what do WE and YOU declare?

2.1 YOU declare that:

  • i. You fully comply with your legal obligations, especially those of a tax, labor and social security nature;
  • ii. There is no administrative, judicial or contractual obstacle that prevents you from complying with the obligations assumed by our Agreement;

2.2 WE declare that:

  • i. We have the respective and necessary technical and operational requirements to guarantee the provision and use of the services object of the Contract that we have signed;

2.3 YOU and WE declare that:

  • i. We are legally capable and legitimated to contract, we are duly accredited to carry out our activities and we are in good standing, having all relevant licenses, authorizations, certificates and permissions necessary for the development of the activities object of this Agreement;
  • ii. We will behave during and after the term of our Agreement, always observing good faith and transparency;
  • iii. We undertake to comply with applicable legislation, especially the Federal Constitution, the Consumer Defense Code, the Civil Code, the Civil Rights Framework for the Internet, the Brazilian Advertising Self-Regulation Code and the General Data Protection Law;
  • iv. Significant investments were not necessary for the beginning of the contractual relationship, and the provision of the sole paragraph of article 473 of the Civil Code is inapplicable.

Clause 3 – Here are some general rules for our relationship:

3.1 Any and all services contracted by YOU must be used exclusively for the corporate purpose for which it was conceived and originally contracted. In this sense, if any misuse or misuse of any of them by YOU is identified, WE reserve the right to discontinue the provision of the service without prejudice to the determination of any losses and damages that have been imposed on us by misuse;

3.2 YOU may not upload, store, process or transmit, through the Contracted Services, codes, files, scripts or programs that are malicious or that may compromise the security and integrity of OUR Platform or cause damage to US or third parties;

3.3 If any of us does not enforce – when optional – any of the rules that govern our relationship or any right we have, such fact shall not be interpreted as a waiver or as a new contractual stipulation;

3.4 If, for any reason, any contractual provision is considered invalid, illegal or unenforceable, the others – insofar as it is not impossible or illogical – will remain unchanged and fully effective. If necessary, the affected provisions may be replaced by new ones, the effects of which are as close as possible to those originally desired by us, provided that they are accepted and agreed;

3.5 Our relationship NOT be exclusive. Thus, YOU and WE remain free to contract with other suppliers or customers;

3.6 Both YOU and WE shall make all reasonable efforts to compel any successors to fulfill their contractual obligations;

3.7 Our relationship is that of a service provider and service taker, so that it will not be considered, under any circumstances, as a means to constitute a company, joint venture, association, mandate, representation, agency, consortium or even to set up a employment relationship in any format;

  • i. In the event that a labor claim is distributed as a result of our relationship, the Party that is responsible in any capacity for the claimant shall indemnify the party that was mistakenly targeted by the claim;
  • ii. Keeping it harmless will mean, for example: (1) seeking to bring to the file of the complaint the reality of the facts and the relationship between US and YOU, (2) seeking the exclusion of the undue part of that process through the available procedural means, (3) avoiding blocks or judicial withholdings on the assets of the innocent party, making payments or presenting guarantees and (4) reimbursement of blockages or withholdings of assets that could not be avoided;

3.8 Regardless of the solution, tool or module used, the following obligations must be observed by YOU:

  • i. ensure and be responsible for the confidentiality of your access credentials (login and password) and of your registered users of the Platform and the software contained therein, in addition to demanding from those who are granted access to the credentials the same level of secrecy and confidentiality that is imposed by this document;
  • ii. take all reasonable and possible measures to prevent unauthorized access to the Contracted Platform;
  • iii. Notify US immediately in the event of suspected or effective leakage of access credentials or unauthorized access by third parties to OUR services;
  • iv. keep your and its Users’ registration information updated and true, being fully responsible for the accuracy, quality, content and lawfulness of this information, especially for personal data, under the terms of applicable legislation and regulations;
  • v. fully follow the guidelines and rules provided for in applicable legislation, in these Terms and in other documents produced by US or by third parties, and which make up your Agreement, especially the Terms relating to the channels chosen to communicate with YOUR Recipients;
  • vii. saw. use the software contained in the Platform exclusively for the purpose contracted, and must not seek to alter, deconstruct, decompile, reverse engineer or otherwise interfere with the integrity of the software, especially with the intention of replicating or damaging it;
  • vii. maintain, at your expense, hardware, software, sufficient internet connection and any other requirements for using the Platform;
  • viii. when using OUR solutions, whether through web interfaces or API integrations, YOU must adopt security measures, such as, but not limited to: recurring vulnerability analysis, risk management process, use of antivirus, mechanisms password protection and incident response plans that are sufficiently capable of addressing related risks that include, but are not limited to (1) use of the Services for purposes other than those contracted by YOU, (2) improper access to the Services by unauthorized persons; (3) the security of personal data (including the misuse thereof); and/or (4) fraud or any breach of law or these Terms and Conditions;

3.9 The billing criteria for each of OUR services may vary and will always be detailed in the Commercial Plan or Commercial Proposal contracted by YOU;

3.10 If YOU use OUR platform or the services covered by our Agreement to assist you in complying with certain legal or regulatory obligations or duties, YOU will be responsible for evaluating the suitability and convenience of use for this purpose. Also, to the extent that YOUR use is subject to any legal or regulatory requirements, it is up to YOU ​​to ensure, for yourself and your Users, that the use complies with such requirements, as WE (1) will not be liable for verifying that your use is appropriate or complies with any specific laws or regulations, and (2) we do not make or offer any warranties to YOU ​​in this regard.

Clause 4 – How and when will we update these or other Terms?

4.1 YOU acknowledge and agree that any changes to these or other Terms that deal with our relationship may be made by US with the aim of reproducing changes or developments on the services and/or communication channels we offer;

4.2 But don’t worry! Whenever these eventual changes result in any burden to YOU, we will notify you at least 30 days in advance;

4.3 The above term may not be met when the change made is: (1) the result of a law or regulation change, (2) to comply with a court order, (3) resulting from changes in the policies for hiring third-party channel controllers (Meta (Facebook Inc.), Telephone Operators, etc.) and that, therefore, directly influence our provision of services, (4) resulting from an emergency situation or, still, (5) resulting from a fortuitous event or force majeure, pursuant to Clause 11.1;

4.4 Despite our prior communication whenever possible, YOU acknowledge and agree that you must periodically keep up to date with the contracting policies and obligations contained in the contractual documents that will always be present on this website (www.zenvia.com/terms). And whenever you continue to use the services after the changes take effect, it will mean that YOU have accepted the new conditions.

Clause 5 – How should we communicate?

5.1 For our formal communications to be considered valid and received: (1) YOU must use the address of our registered office by post or through the option “Chat with Zoe”, available in the question button of the environment https://app.zenvia.com/, and (2) WE will use the physical address or email address provided by YOU at the time of contracting.

Clause 6 – Copyright, trademarks, patents, platforms… Who owns what?

6.1 Both YOU and WE undertake to reciprocally and permanently respect all copyrights, trademarks, patents, registrations, industrial designs and other intellectual property rights involved in our contractual relationship;

6.2 Considering the nature of the activity carried out by US, licensing tools, modules, solutions and digital communication channels under the as-a-service, any type of development carried out on our platform will be considered as OUR property, being up to YOU, as where applicable, the license to use this eventual development during the term of the contract;

6.3 WE represent and warrant, and YOU understand and acknowledge, that WE ARE the owner or licensee of all rights, title and interest in any intellectual property relating to the services we provide or the platform we make available. Except in relation to any restricted licenses and rights expressly granted to YOU ​​under our Agreement, WE do not grant any rights to the intellectual property mentioned herein, and any and all rights, titles and interests in OUR intellectual property of the services provided or the platform made available will remain owned by OUR or OUR licensors, as the case may be;

6.4 YOU grant US a worldwide, perpetual, irrevocable, irreversible, transferable, sublicensable, non-exclusive and free license to unrestrictedly exploit any and all feedback provided by YOU to US in relation to the services we provide or OUR platform. The term “feedback” includes, without limitation, comments, suggestions, recommendations, improvement requests, ideas or other communications regarding the improvement thereof;

6.5 Both YOU and WE undertake not to reproduce, decompile or reverse engineer any services or platforms to which we have access during the contractual relationship;

6.6 WE also undertake not to supply products whose exploitation rights are not legitimately guaranteed to us, either by ownership or by contract, even if belonging to third parties;

6.7 The use of the name, logo, other distinctive signs or cases of use by one party by the other may only occur with authorization in this sense, unless otherwise agreed in any other document signed between us, both parties being obligated, in in any case, never to harm or violate the rights of the other in doing so.

Clause 7 – Secrecy and Confidentiality: Our well-kept secrets!

7.1 Considering the nature of our relationship and the nature of the services provided by US, information considered confidential may be exchanged between us;

7.2 Information that is not: (1) publicly available, (2) publicly available by the owner of the information, (3) known to any of us before having access to certain information by virtue of its Contract, (4) have their disclosure determined by a court order or administrative authority in the exercise of their powers, or (5) come to the knowledge of one of us from a source other than our contractual relationship and without breach of any obligation of secrecy that is known to the person receiving the information;

7.3 When there is a judicial or administrative determination to disclose confidential information and when this act of informing is not legally prohibited by the disclosure order, it will be up to the person who has to comply with the order, before disclosing or, when this cannot happen for any reason, as soon as possible, inform the owner of the information;

7.4 Confidential information provided by any of us for the performance of the Agreement shall be used exclusively for the purposes and to the extent of necessity for which it was disclosed. Provided that what we treat in this Clause is obeyed, both YOU and WE agree with the disclosure of confidential information to employees, agents or representatives, who must be subject to the same or more rigorous duty of confidentiality;

7.5 The duties of secrecy and confidentiality provided for in these Terms will remain in force for up to 5 (five) years after the end of our contractual relationship.

Clause 8 – What if we need to assign or transfer our Agreement?

8.1 YOU may only assign or transfer your Agreement and/or the rights arising therefrom with OUR prior and express authorization;

8.2 The unauthorized assignment or transfer by US will result in YOUR liability for all acts or facts connected with the unauthorized assignees, in addition to the possibility, at OUR discretion, to suspend and/or discontinue the provision of the Services regardless of prior notice;

8.3 The use of the services that WE provide by companies affiliated with YOU, understood as controlling companies, controlled or belonging to the same economic group, will not transfer the obligations assumed by YOU;

8.4 In the event of joint use as described in the previous item, YOU must inform all of your affiliates of the rules, obligations and guidelines that are applicable to the use of OUR services, including all contractual documents. YOU will be fully responsible for any and all acts or facts practiced by your affiliates;

8.5 Both WE and YOU may assign and/or transfer the Agreement in the event of a spin-off, merger or corporate merger upon prior notice, except when any of these acts involve OUR competitors, which case may, at OUR discretion, be grounds for the termination of our contractual relationship without such termination entailing any burden to US;

8.6 In cases in which WE authorize the resale, transfer or sublicensing of our services, YOU must ensure that you have formally communicated to the third party receiving the services and imposed the same obligations, rules and usage guidelines that fall on YOU, including informing (1) the location where all legal documents describing such obligations are hosted and (2) any and all updates that may be made to such documents; 8.7 If YOU do not comply with the obligation set forth above, you will be subject to a non-compensatory fine equivalent to 12 (twelve) times the average monthly amount calculated from the use of the services provided by US and enjoyed by the third party.

Clause 9 – Subcontracting: Don’t worry! WE take responsibility!

9.1 For better execution of part of the services contracted by YOU, WE may subcontract partner companies;

9.2 When WE need to subcontract partner companies to perform the services or part of them, YOU will be informed about this subcontract, except when the subcontract is a portion of a service not provided directly by US that is an essential condition for the execution of the object of the Contract entered into between we;

9.3 But don’t worry! All partner companies voluntarily and freely subcontracted must be subject to conditions and quality standards equivalent to those that WE observe in our relationship with YOU;

9.4 In addition, WE shall be liable for acts or facts connected with OUR voluntary and which relate to the performance of the contract entered into with YOU.

Clause 10 – Ethics and Anti-Corruption Practices: Let’s do everything right!

10.1 YOU declare that you are fully aware of and adhere to the Zenvia Group’s Code of Ethics and Conduct, available at the link Ethics and Conduct | Zenvia, accepting the adoption of ethical behavior in the use of the Services, in accordance with Brazilian anti-corruption legislation (including, but not limited to Law 12.846/2013 and Decree No. 8.420/2015), provisions of the Foreign Corrupt Practices Act (FCPA), UK Bribery Act, and other regulations applicable to Zenvia Group’s business.

10.2 In the event you become aware of any request for bribery, improper benefit, or behavior that violates the Zenvia Group’s Code of Ethics and Conduct, YOU must immediately upon discovery, make a written communication through the Ethics Channel, as indicated in the Code of Ethics and Conduct.

10.3 If by any means, we become aware of any situation of insult, offense, and/or disrespect of any nature to the rules, as described above, YOU may be notified to clarify within 5 working days what measures were taken regarding the incident.

10.3.1 If you do not respond to the notification, lack of adoption of effective measures to resolve the case, or if it is considered a risk of damage to the Zenvia Group and its representatives, employees, agents, and/or subcontractors, the Services may be suspended until the internal investigation is concluded.

10.4 Without prejudice to the measures set out above, YOUR or related third parties’ non-compliance with the terms and precepts contained in the Zenvia Group’s Code of Ethics and Conduct will result in liability for all losses and damages caused, without prejudice to the right to immediately terminate the Contract without the need for communication and without incurring any cost, and to inform the competent authorities. It is agreed that no limitation of liability applies to this clause.

10.5 WE and YOU commit to observing the highest standards of good practices in our respective markets and in terms of communication, including everything described in OUR Policy for the Prevention and Fight against Corruption, Bribery, Fraud, and Money Laundering, in addition to avoiding giving or receiving any value, gifts, or advantages that are not a contractual result of the obligations assumed between us;

10.6 WE and YOU declare that we are not involved and, furthermore, commit ourselves not to be involved, directly or indirectly, by us or our representatives, in any activity or practice that is characterized as an infringement of anti-corruption legislation, especially the Anti-Corruption Law and its corresponding regulation, currently in force;

10.7 YOU declare that:

i. YOU, your subsidiaries, directors, advisors, agents, employees, affiliates, or representatives (hereinafter individually referred to as “Person”) are not currently subject to, nor are they the object of any sanctions provided or applied by the Government of the United States, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the United Nations Security Council (UNSC), the European Union, or any other competent authority to apply sanctions (collectively referred to here as “Sanctions”);

ii. You are not located, organized, or based in a country or territory subject to Sanctions, and that you will not use, directly or indirectly, OUR services in any activity or business in countries or territories that are subject to Sanctions, or in any other way that may result in a violation of the Sanctions by any Person;

iii. Your resources do not come from any illegal activity; and

iv. None of YOUR funds or other assets is owned by, or is beneficially owned, directly or indirectly, by any Person, entity, or government subject to Sanctions.

10.8 In addition to the above statements, YOU acknowledge and agree that the inclusion of YOU, or any of your subsidiaries, directors, advisors, agents, employees, affiliates, or representatives, on a Sanctions list must be immediately communicated to US and will be considered a material violation of our Contract, which may motivate its immediate termination, at no cost to US, respecting and observing the other clauses of these Terms;

10.9 The obligations and statements assumed here by us may be subject to personal or third-party audits, specifically contracted, at which time the documents and activities demonstrating our compliance with this clause will be analyzed.

Clause 11 – Acts of God and Force Majeure: what now?

11.1 In the event of events that may be classified as acts of God or force majeure, the person who becomes aware of the event must inform the other, within 2 (two) days, of the occurrence of the fact together with the measures that are being taken to combat the fact, in addition to the forecast of regularization, when possible;

11.2 The deadlines that may be affected by acts of God or force majeure will be extended in proportion to the delay;

11.3 The interruption of the services provided by US for a period exceeding 15 (fifteen) days during acts of God or force majeure will give YOU or US the option to terminate the Agreement without any amounts due as a fine or indemnity. In this case, the values ​​for those services used will still be due, either by availability or by use, depending on the contracted product;

11.4 As mentioned above, Acts of God or Force Majeure shall not be considered exclusive of YOUR duty to make payments for those services effectively provided by US.

Clause 12 – When can our Contract be terminated?

12.1 In addition to other cases provided for in this or other applicable documents, our Contract may be terminated, in whole or in part, as the case may be, when:

  • i. the services offered by US can no longer be provided by acts or facts caused by any from us or by third parties;
  • ii. WE or YOU have declared bankruptcy or been granted judicial reorganization;
  • iii. securities are protested or executions distributed against YOU in an amount equal to or greater than your respective share capital;
  • iv. YOU remain in default for a period exceeding 90 (ninety) days;
  • v. WE or YOU, after being notified in writing to comply with any obligation provided for in the Contract, do not comply with this obligation within 5 (five) business days;
  • vi. YOU are penalized by a communication channel controller (Meta (Facebook Inc.), Telephone Operators etc.) and have banned or prevented your access to a certain channel;
  • vii. price revision practiced by US, under the terms of Clause 16 below, is refused by YOU;

12.2 Our contract may be terminated immediately whenever YOU or any third party under your responsibility fails to comply with any obligation set forth in Clauses 10 and 15.

Clause 13 – When can our services be suspended

13.1 WE may temporarily suspend access to the services, without prejudice to the termination of the Agreement where applicable, whenever:

  • i. it is identified that the content of YOUR messages and/or YOUR use of the services is in disagreement with applicable legislation or with the guidelines contained in these Terms;
  • ii. the suspension is due to judicial, police or administrative determination;
  • iii. regardless of prior notice, YOU remain in default for a period exceeding ten (10) days;
  • iv. any damages, caused or attempted, are identified to US as a result of the use of the Services by YOU or any third party connected with YOU;

13.2 WE will seek to advise YOU in advance of the risk of suspension and the expected time frame for it to occur – except in the case of item “iii” above – whenever possible; However, when we identify that notifying YOU in advance of the suspension may cause damage to US or third parties, we will proceed with the immediate suspension of the services by informing you of the suspension as soon as possible;

13.3 Suspension of access – when caused by negligent or willful conduct by YOU or by third parties linked to YOU ​​- will not entitle you to proportional discounts in the price, in cases of payment for products by subscription, nor in exemption from payment for the services that were provided.

Clause 14 – Beta Services and Free Services

14.1 WE may from time to time provide services in a Beta phase. The classification of a service as “Beta” will always be carried out clearly and prior to its use;

14.2 Services in Beta phase are those that are not 100% (one hundred percent) completed and that are constantly evolving, but that present improvements or new functionalities that are already able to be used in a functional and effective manner;

14.3 Products may be provided free of charge or upon payment, which will not detract from their Beta characteristics;

14.4 Services in Beta phase may not function perfectly. Thus, conditions such as availability, efficiency and others found in regular services may not apply and WE will not be responsible for any failure occurred in the use of these services;

14.5 The use of services in the Beta phase by YOU is voluntary and subject to the provisions set out in this clause. Thus, WE are not responsible for any harmful acts or facts directly linked to the use of the service in Beta phase;

14.6 Services in Beta phase may present their own Terms of Use that will deal in detail with the specifics of the conditions and obligations related to such services;

14.7 WE do not guarantee the continuity of the service or the release of its commercial version, therefore WE may discontinue services in Beta phase at any time and without prior notice;

14.8 If any possible feedback is provided by YOU to US in relation to the services we provide or OUR platform, the provisions of Clause 6.4 apply;

14.9 In addition to services in the Beta phase, WEmay also make available to YOU ​​free services or functionalities, that is, all those that are not specific objects of billing, through OUR Platforms, even if made available in conjunction with other software that, for in turn, are subject to a specific charge;

14.10 Likewise, free services may also be discontinued or charged at a future time. But do not worry! YOU will be informed in advance, at least 30 (thirty) days in advance, of the commercial conditions proposed for use of the services.

Clause 15 – Important! Rules about communications

15.1 It is solely up to YOU ​​to choose and/or prepare the content to be sent in messages transmitted through the services provided by US, so that all traffic carried out under credentials belonging to YOU ​​will be YOUR exclusive responsibility;

15.2 When communicating, YOU must always comply with the following obligations:

  • i. Identify yourself clearly, accurately and legitimately;
  • ii. Do not violate the rights of third parties;
  • iii. Respect the rights of holders of personal data treated by the communication made;
  • iv. Observe and follow applicable Brazilian legislation, regulation and self-regulation, especially: the Federal Constitution, the Consumer Defense Code, the Brazilian Advertising Self-Regulation Code and the General Data Protection Law;
  • v. Ensure formal authorization (“opt-in”) from the Recipient for any communication with the Recipient to be initiated by YOU. Este opt-in deverá conter informações que permitam a identificação deste Destinatário, garantindo-se, ainda, que referidas informações de identificação repassadas serão tratadas com segurança;
  • vi. Ensure the possibility of formal cancellation (“opt-out”) of the authorization by the Recipient through “MO” messages;

15.3 YOU may not post messages that:

  • i. present false or purposefully outdated information (fake news), misleading, dubious or whose nature cannot be clearly identified;
  • ii. present information that is known to be out of date intended to form opinions or instill emotional states based on error;
  • iii. promote any form of racism or discrimination;
  • iv. make apologies for illegalities;
  • v. contain pornographic content, religious fanatic or political fanatic*; * as for political content, specifically for message traffic on the SMS channel, the described in Annex I (SMS Channel Terms of Use) must be complied with.
  • vi .violate the rights of third parties;
  • vii. are prohibited or not recommended for the age group of the Recipient;
  • viii. contain mass or fraudulent unsolicited content that characterizes spam or phishing;
  • xi. imply a billing of the Recipient, except for fees eventually charged by the Telephone Operators for replies to messages;
  • x. promote or encourage Recipient portability and/or migration between Telephone Operators;
  • xi. have not been formally authorized (“opt-in”) or have had their formal cancellation (“opt-out”) requested by the Recipient;

15.4 To assist YOU in the most appropriate use of the SMS channel, WE may apply content filters on the messages transmitted. These filters, through algorithmic configuration, will serve to avoid the traffic of messages that present (1) phishing, (2) spam or (3) profanity;

15.5 The eventual use by US of the filters mentioned in the previous clause does not remove or reduce the obligations imposed on YOU through this document, nor does it remove your responsibility for damages that arise from the traffic of messages with undue content;

15.6 Regardless of the tool, solution or channel used by YOU, the messages transmitted must have a strictly commercial, corporate and/or institutional nature, and the use of OUR services for traffic of messages of a personal or other nature is prohibited;

15.7 If, as a result of the content uploaded by YOU, WE suffer (1) any type of sanction, legal or contractual, imposed by a government agency or company controlling a communication channel, or (2) any type of damage claimed by any third, YOU will be charged the corresponding amount in full and immediately, regardless of any additional losses and damages;

15.8 Eventually, under the terms of the legislation, WE may request that YOU send us proof of obtaining the “opt-in” and “opt-out” granted by the Recipient, therefore, YOU must keep such information properly filed, always providing requested, which must be fulfilled within a reasonable period, agreed between us.

Clause 16 – Economic-financial balance of the Agreement

16.1 In the event of changes in the prices charged by Telephone Operators on SMS message traffic, by Meta (Facebook Inc.) on message traffic on the WhatsApp Business channel or any other communication channel controller, WE may reformulate the prices practiced between us in order to restore the economic-financial balance originally established in our contract;

16.2 The reformulation provided for in the previous clause will always occur upon prior notice of at least 30 (thirty) days;

16.3 The reformulation provided for in the previous clause will always occur upon prior notice of at least 30 (thirty) days, except in cases where (1) this period may cause serious or difficult to repair damage or (2) WE are notified of price changes by the controller of the communication channel with less advance notice;

16.4 If YOU do not agree with the proposed changes, termination of the Agreement will be allowed, without any encumbrances or penalties, provided that it is communicated before the new prices take effect;

16.5 Other factors that arise after fixing the prices practiced between us, unpredictable or predictable, but difficult to measure, may also cause the prices practiced to be revised in order to restore the economic-financial balance between the parties, and will follow the procedure of the clauses above;

16.6 Regardless of the hypotheses dealt with in the previous items, the recomposition of the prices agreed between the Parties is stipulated, every minimum period of 12 months from the date of signature of their contract, using as a reference index the positive variation of the General Index of Market Prices (IGP-M/FGV).

Clause 17 – What are our Responsibilities?

17.1 Both WE and YOU will be responsible for repairing any damages caused during the performance of our Agreement within the limits of their proven participation in each event that gave rise to the damage, except in the cases provided for in the following clauses or in others specifically provided for in these Terms;

17.2 WE will not indemnify:

  • i. damages of any nature that are caused by virtue of the content of messages sent by YOU or by Third Parties in negligent or fraudulent use of your credentials to access the contracted services;
  • ii. lost profits or damages caused as a result of loss of chance or similar hypotheses;
  • iii. damage caused due to the use of products in Beta phase;
  • iv. damages caused by acts, facts or failures directly linked (1) to channel providers, such as Telephone Operators and Meta (Facebook Inc.), or (2) to third parties whose performance is not under our direction, supervision or responsibility;

17.3 With the exception of cases that are caused by violations of Laws or obligations concerning (1) Anti-Corruption and Anti-Money Laundering Policies, (2) Confidentiality, (3) Environmental Responsibility, (4) Prohibition of work child or slave labor or (5) the cause of which is proven to be Intention, any compensation payable by US will be limited to the annual value of YOUR Contract, which is considered equivalent to the amount paid by YOU to US in the last 12 months;

17.4 If WE are subject to a notice by any governmental authority, any third party or a third-party company controlling a communication channel, and such notice originates from an act or fact practiced (1) by YOU, (2) by a third party that can be understood under YOUR responsibility or (3) by a third party in misuse or not and culpable of YOUR credentials to access any of the channels, platforms or tools offered by US, YOU shall assume responsibility for this assessment and keep US harmless and/or refund, as the case may be, for any expenses that WE have incurred or for losses and damages that we incur as a result of the assessment;

17.5 YOU shall also hold US harmless against any sanctions or damages linked to the content of the messages transmitted;

17.6 Keeping harmless will mean, for example, as the case may be: (1) indemnify and reimburse US, (2) provide guarantees in proceedings, (3) assume responsibility for acts and facts related to the use of the channel by YOU, (4) enable if in legal and administrative proceedings that have as their object acts or facts related to the use of the channel by YOU, requesting, when applicable, OUR exclusion from that process;

17.7 YOU shall jointly and severally indemnify damages caused as a result of the breach of any obligations set forth in this or other applicable Terms, whenever such breach is practiced by (1) a third party that may be understood to be under YOUR responsibility or (2) by a third party in misuse or is not to blame for YOUR credentials to access any of the channels, platforms or tools offered by US;

17.8 In the face of judicial or administrative proceedings, the Party that is responsible for the facts found therein – in accordance with applicable law or these Terms – shall (1) do all possible, within what is reasonably expected, to defend and hold harmless the innocent party and (2) assume its share of responsibility for the acts and facts under discussion, seeking, when applicable, the exclusion of the innocent party from that proceeding.

Clause 18 – Software integrations with third parties

18.1 When integrating OUR services with proprietary or third-party software, will remain applicable the provisions of these Terms and our Agreement

18.2 Any damages or losses arising from these proprietary or third-party software will be YOUR full responsibility;

18.3 Once OUR services are integrated with third-party software, all information transmitted by the integrated solutions or tools will necessarily be shared with the third party.

ANNEX I – SPECIFIC TERMS OF USE FOR SMS CHANNEL*

* This Annex will apply whenever YOU use SMS as a communication channel with your Recipient;

A. Each SMS message can have a maximum of 160 (one hundred and sixty) alphanumeric characters. Messages that exceed this limit will be divided and concatenated automatically, counting for all purposes, especially for billing and collection, as multiple messages, depending on the amount of concatenated SMS messages required;

B. The messages transmitted will be charged based on the receipt and/or sending by YOU, regardless of the successful delivery to the final Recipient;

C. Any changes or updates promoted by the Telephone Operators regarding the rules for using the SMS channel will be promptly informed and YOU and you will only be able to continue your use of the channel if submitted to such new rules, under penalty of liability for misuse;

D. If YOU want to send SMS messages with political content, and as long as they do not violate what is described in Clause 15.3 of these Terms, the following conditions must be observed:

  • i. The message cannot artificially create emotional or passionate mental states or contain content that may be reputed as fanaticism;
  • ii. It is strictly prohibited to broadcast (1) news that is known to be false or, (2) when out of context and explanations, known to be outdated, all called “fake news”*; * Fake News may be verified by fact-checking agencies that cooperate with the Electoral Justice (see https://www.justicaeleitoral.jus.br/fato-ou-boato/#fakenews).
  • iii. If the message directs the recipient to the website, the electronic address must have been previously communicated to the Electoral Court and must be hosted in national territory;
  • iv. YOU must respect all electoral legislation and guidelines of the Superior Electoral Court (TSE) (electoral legislation), in particular with regard to deadlines and territorial scope for the placement of electoral campaigns;
  • v. The use of the names, brands or logos of any telephone operator in the content of the messages or the referenced pages is prohibited;
  • vi. Anonymity is strictly prohibited, and the sender must always be identified;
  • vii. If judicial or extrajudicial notice is received by YOU, by US or by any Telephone Operator and that you consider the communication made to be irregular, YOU must take all necessary measures to stop the communication;
  • viii. All messages sent must have a mechanism that allows the recipient to opt-out. Recipient deletion must occur within 48 hours of the recipient’s request.

ANNEX II – SPECIFIC TERMS OF USE OF THE APP.ZENVIA PLATFORM*

* This Annex will apply whenever YOU make use of any of the tools, modules and/or solutions present on OUR APP.ZENVIA Platform.

The CUSTOMER will find the following functionalities available for use on OUR APP.Zenvia Platform, upon prior contracting as appropriate:

1. ZENVIA CHAT

  • 1.1 What is it? It is a real-time or non-real-time messaging solution that groups together several communication channels within the same interface and environment, such as: SMS, Live Chat, E-mail, WhatsApp Business, Facebook Messenger, Telegram and Mercado Livre.
  • 1.2 What Plans are available and what are the features? Some features, depending on the Plan, are detailed at: https://www.zenvia.com/produtos/zenvia-chat/#planos.
  • 1.3 New features or new communication channels that become part of Zenvia Chat in the future may be charged independently.

2. ZENVIA BOTS

2.1 What is it? It is a flowbuilder created by US that brings together the following features:

  • i. creation of flows to automate predictable logical processes and integrate other contracted products or services;
  • ii. conversational flow templates and flow templates ready to make notifications or establish communication in an unlimited way and with any number of Recipients;
  • iii. configurations of flows via Voice channel;
  • iv. programming of communication rules;
  • v. components that can be used to add value and add functionality to your process flows and virtual assistants;
  • vii. saw. pre-configured management reports to track the performance of your flow;
  • vii. manuals and tutorials developed by US to optimize the use of flows that can be accessed through: Help Center – Product Documentation (https://zenvia.movidesk.com/kb/article/308387/zenvia-flow-agora-e-zenvia-bots) and Zenvia Academy – Certification (https://www.zenviaacademy.com/)
  • viii. integrations with APIs and Webhooks;
  • ix. access management by user profile with the Zenvia Platform (app.zenvia.com).

2.2 How is the billing done? The charges will have as a parameter the conversation sessions that use the tool. For this purpose, each session will last for 24 hours (twenty-four hours) from its beginning and will be considered started ” when: (i) YOU send an inaugural message to the Recipient; or (ii) YOU reply to an inaugural message sent by the Recipient.

*The elaboration of chatbot projects by US will always be the object of contracting a project designed together with YOU and will be charged autonomously.

3. ZENVIA APIs

3.1 What is it? It is a multichannel for integration that provides 8 conversational channels: SMS, WhatsApp, Instagram, RCS, Google Business Message, Facebook Messenger, Telegram and Voice.

3.2 Features:

– Tokens for authentication via API.

– Multichannel message triggering

– Webhooks management for incoming messages and message status.

– Multi-channel reporting

– Template management

– Sandbox environment for triggering up to 200 messages per day to contacts connected via SMS, WhatsApp, RCS, Instagram, Telegram or Facebook Messenger.

4. ZENVIA ATTRACTION

4.1 What is it? solution single multi-channel interface aimed at creating communication campaigns for YOUR prospects and customers, easily and quickly, using data intelligence and automation, which can offer features such as trigger scheduling, automated responses to Recipient interactions, insertion of variable content in messages, lead management, template management, automation module.

4.2 Some requirements for YOU to be able to use the solution:

  • i. contract separately and additionally at least one of the following channels: SMS, WhatsApp Business and/or RCS;
  • ii. have, inform and be responsible for the customer base that you wish to impact;
  • iii. access via laptop or desktop, as the solution does not work via cell phone or tablet;
  • iv. have access created in App.Zenvia;
  • v. whenever the limit of Contacts of the plan chosen by YOU is reached, if you want to impact more Contacts, YOU must request the upgrade of the plan.

4.3 What Plans are available and what are the features?

Lite: Up to 5,000 contacts / Numbers included / Server and Hosting / Encryption / Official sender / Broadcast messages;

Pro: Up to 10,000 contacts / Numbers included / Server and Hosting / Encryption / Official Sender / Message Broadcast / Journey Builder / Contact Manager;

Customize: Over 10,000 contacts (custom) / Numbers included / Server and Hosting / Encryption / Official Sender / Message Broadcast / Journey Builder / Contact Manager.

4.4 What is the Trial Plan and how does it work? It is a free in which YOU can use all the features of Zenvia Attraction, but exclusively through the SMS channel. The use of this Plan will be allowed for 30 (thirty) days or until the consumption of 50 (fifty) messages is reached , whichever comes first. When consumption is reached or the deadline is over, YOU will no longer have access to what the Trial Plan allowed you to access. If you choose to continue using the solution, YOU must contract one of the other plans available at the time.

4.5 Contact: will be considered Contact Each phone number registered in Zenvia Attraction to be impacted by any of the available channels, even if the phone numbers belong to the same holder.

4.6 Plans: Whenever you reach the limit of impacted Contacts of the plan chosen by YOU, if you want to impact more Contacts, YOU must request the upgrade. Use beyond the limit provided for in the contracted plan will be blocked.

4.8 Spell Checker with Artificial Intelligence

4.8.1 Use of Artificial Intelligence (AI)

ZENVIA may provide a spell-checking tool that utilizes Artificial Intelligence (AI) for the sole purpose of spelling evaluation and correction of user messages. By using the spell checker functionality in Zenvia Attraction, the CLIENT agrees that their messages will be assessed and corrected by Artificial Intelligence (AI). AI is used to enhance the quality of messages by identifying and correcting spelling errors.

The CLIENT acknowledges being aware that AI may not be entirely accurate in all situations. Therefore, it is the CLIENT’s responsibility to review their messages after correction to ensure final accuracy. Additionally, the content of the messages sent is the CLIENT’s responsibility, and ZENVIA will not be held liable under any circumstances for the content sent and/or any potential errors, mistakes, or inaccuracies in the AI tool.

ZENVIA reserves the right to discontinue the use of the spell-checking AI at any time without prior notice.

4.8.2. Client Responsibility

The CLIENT declares awareness that they are fully responsible for the content of the messages sent. AI functions solely as a support tool for spell checking, and the CLIENT is solely responsible for ensuring that messages comply with applicable policies and regulations.

The CLIENT acknowledges that ZENVIA will not be held liable under any circumstances for the content sent and/or any potential errors, mistakes, or inaccuracies in the AI tool.

4.8.3. Feedback and Improvement

The CLIENT can provide feedback on the spell checking performed by AI to continuously improve the service. The term “feedback” includes, without limitation, comments, suggestions, recommendations, improvement requests, ideas, or other communications related to enhancing the tool. By providing feedback, the CLIENT grants ZENVIA a worldwide, perpetual, irrevocable, non-retractable, transferable, sublicensable, non-exclusive, and royalty-free license to unrestrictedly exploit any and all feedback provided to ZENVIA.

5. GENERAL PROVISIONS APP.ZENVIA

5.1 How is access given to each channel? It will depend on the Commercial Plan or on the specific accesses to each channel contracted by YOU to use the Platforms.

5.2 Are the values ​​of the channels included in the amounts paid for the tools? Some specific channels, such as SMS, RCS, WhatsApp Business or Instagram, may generate additional charges and will be duly described in the Contract or Commercial Proposal.

ANNEX III – SPECIFIC TERMS OF USE FOR WHATSAPP BUSINESS SOLUTION*

* This Annex will apply whenever YOU make use of the WhatsApp Business communication channel, regardless of the solution, tool or interface eventually integrated into the channel.

NOTE: WhatsApp Business Solution is a software that enables a communication channel between companies and users of the WhatsApp application, owned and managed by Meta. Thus, the use of the solution by YOU does not grant you any intellectual property rights over WhatsApp Business Solution.

1. Relationship between BSP and WABA holder:

1.1 To begin with, what do BSP and WABA mean?

  • i. Business Service Provider (or “BSP”): It is OUR quality and designation as an official and approved provider of access to the WhatsApp Business channel;
  • ii. WhatsApp Business Account (or “WABA”): Accredited and approved access to the WhatsApp corporate communication solution maintained by Meta. With this access, an account is created so that the user/holder can receive and send messages through it.

1.2 WE are the official provider and manager of access to the WhatsApp Business channel, approved and authorized by Meta, and therefore recognized as a Business Service Provider (“BSP”) or Integrator.

1.3 Within the scope of our relationship, WE are the sole and exclusive party entitled to offer any and all deployment and support services related to the WhatsApp Business channel;

1.4The owner of WABA will be YOU, provided that you are a legal entity previously validated and authorized by Meta to use the WhatsApp Business channel to communicate with its final Recipients;

1.5 YOU may not, under any circumstances, request services, make complaints and suggestions or open calls directly with Meta, WhatsApp or any other companies belonging to the group, under penalty of interruption of channel access services, contractual termination, application of fine and calculation of losses and damages, as the case may be.

1.6 Once initiated, the conversations will be charged regardless of the successful delivery of the other messages, to the User or to YOU, within the same conversation.

2. ISV Program:

2.1 If YOU, as a WABA holder, (1) already use services provided by third parties (referred to as ISVs) integrated into the WhatsApp Business channel or (2) wish to use services provided by ISVs integrated into the channel, you will be Its and ISV’s adhesion to the “ISVs Program” established by Meta is mandatory.

2.2 In order to adhere to the “Program”, it will be necessary to formalize it expressly through the signature of specific documents required by Meta, in addition to a prior validation process on the ISV intended to be applied by Meta. In this case, WE, as a BSP, will provide the information and support necessary for joining the Program.

3. Policies, Terms and Conditions of Use established by Meta:

3.1 In addition to the provisions contained herein, other documents prepared by Meta are also responsible for establishing conditions, obligations and guidelines for the use of WhatsApp Business Solution:

  • i. WhatsApp Business Solution Terms (https://www.whatsapp.com/legal/business-solution-terms/);
  • ii. Facebook Terms (https://www.facebook.com/legal/terms);
  • iii. Facebook Commercial Terms (https://www.facebook.com/legal/commercial_terms);
  • iv. WhatsApp Business Terms of Service (https://www.whatsapp.com/legal/business-terms/);
  • v. WhatsApp Business Policy (https://www.whatsapp.com/legal/business-policy/);
  • vi. saw. WhatsApp Legal Information (https://www.whatsapp.com/legal/#privacy-policy);
  • vii. WhatsApp Intellectual Property Policy (https://www.whatsapp.com/legal/#ip-policy);
  • viii. WhatsApp Brand Guidelines (https://whatsappbrand.com/);
  • ix. Technical and product documentation (https://developers.facebook.com/docs/whatsapp/guides);

*It is important to know that Meta may update, unilaterally and without prior notice, any of the documents dealing with the use of WhatsApp Business Solution, especially those listed above, and that, in order to continue using the solution, YOU must accept and follow any new conditions, obligations or guidelines.

4. Obligations that YOU must observe and fulfill when using the channel:

Ensure the login data of registered user(s) to use the solution software, refraining from revealing, duplicating, reproducing or distributing such access data;

– During the WABA configuration, you must indicate at least 1 (one) system administrator who is responsible for managing the instance of WhatsApp Business Client and who is active at all times of configuration;

– If you have a third party provider integrated into the solution, ensure that this third party will only process data in accordance with your instructions and authorization, within the limits imposed by all documents dealing with guidelines and policies for the use of the solution, especially the ISV Program;

– Present the WhatsApp logos, in whole or in part, always unaltered, and must not combine them with another logo, company name, brand or generic terms;

– Present the name “WhatsApp” as a single word, without modifications or abbreviations, keeping the letters “W” and “A” capitalized;

Follow WhatsApp’s visual identity, which incorporates the colors “blue green”, “green, “blue” and others throughout the application;

– Follow the brand guidelines present in the Brand Guidelines (https://whatsappbrand.com/) when using the WhatsApp logo to promote your business presence in the application when using the WhatsApp Business Solution or the WhatsApp Business APIs;

– Obtain in advance, express and registered the Formal Authorization (OPT-IN) of the Recipients to send messages through WhatsApp Business Solution;

– Provide Recipients with the opportunity to request Formal Cancellation (OPT-OUT) of receiving messages sent through WhatsApp Business Solution;

Respect all requests – submitted through WhatsApp or outside it – to block, discontinue or refuse communications via WhatsApp (“Opt-out Option”). If the Refusal Option is presented by any Recipient, the BSP, when aware of such Option, will remove such recipient from the User Base, preventing the sending of new messages to that recipient;

– Use templates to create your messages, and these templates must comply with the guidelines and policies for using the solution. WhatsApp may review message templates before they are used;

Maintain a Privacy Policy that respects applicable legislation, especially regarding the rights of data subjects;

– About the phone number that should be linked to WABA

i. The number must be owned by the WABA holder;

ii. The number must be able to receive SMS or voice calls for registration to be completed;

iii. Once a phone number is registered in the WhatsApp Business API, it cannot be used by the WhatsApp Business app or regular WhatsApp. You can upgrade a phone number to the WhatsApp Business API, but not downgrade;

Authorize the provision to Meta of data, metrics and other information related to the CLIENT’s use of WhatsApp Business Solution, especially from the linking of their Facebook Business Manager and Facebook for Developers account to WABA;

Respect the image, brand and confidentiality guidelines found in the normative documents prepared by Facebook;

– Maintain infrastructure, servers and any other equipment necessary for the solution to work;

– In the event of termination of the channel licensing service agreement, destroy copies of software and modifications that are in YOUR possession, as well as return materials and documentation that were delivered to you within the scope of your agreement;

5. What can YOU NOT do while using WhatsApp Business Solution?

– Directly or indirectly, use data obtained from WhatsApp Business Solution to (1) track, build or augment individual WhatsApp recipient profiles, except for data obtained from the content of your own conversations, (2) process such data with third parties, even if anonymously; aggregated or derived, (3) redirect Meta and WhatsApp services, use piggyback or redirects, or (4) combine this data with any other third party data sources;

– Use the data of the Recipients contacted for a purpose other than the one necessary and justified to support the types of message (content) transmitted;

– Send messages to Recipients who have not given Formal Authorization or who have presented an Option to Reject;

– Send messages of a promotional, advertising or marketing nature, unless (1) sending is made within a 24-hour window of contact initiated by the final recipient or (2) WhatsApp-approved templates are used for notifications;

– Create interactive games or programs that involve skills, competition and/or luck;

– Relate, at any level, to terrorist or organized crime activities and, in this sense, transmit messages whose content tolerates or supports groups or individuals linked to such activities;

– Use WhatsApp Business Solution to commit crimes or facilitate/organize criminal activities that cause injury to people or animals, harm businesses, or cause damage to others

– Disclose or request to disclose credit card or bank account numbers or data

– Forward messages whose content is in disagreement with the applicable legislation and regulation in force, especially Law 8.078/90 (Consumer Defense Code), Law 12.965/14 (Marco Civil da Internet) and Law 13.709/18 (General Data Protection Law), among others;

– Give to third parties the rights to use WhatsApp Business Solution without the prior and express consent of the Target;

6. Interruption or Suspension of YOUR access to WABA by Meta:

6.1 Meta may, in its sole discretion, restrict and/or remove Your access to the solution in cases where YOU:

i. Receive excessive negative feedback from recipients or cause damage to WhatsApp or its individual users, including its Recipients;

ii. Use solutions offered by third parties, even when official WhatsApp tools and products are available; and

iii. Violate any of WhatsApp’s policies or usage guidelines or encourage others to do so. In these cases, YOU may be prevented from using the solution again.

6.2 Don’t worry! WE will inform you, within 48 (forty-eight) hours, of status changes in YOUR WABA promoted by Meta.

6.3 Where applicable, in case of suspension or banishment of YOUR account, WE will seek to understand the reasons for the penalty imposed by Meta and, where applicable, re-establish regular active status.

6.4 An account ban not reversed by Meta will constitute an automatic reasoned termination of the contract between YOU and US. This termination will partially apply when the contract between us establishes the provision of other services not affected by the banning of YOUR account on the WhatsApp Business Solution channel.

6.5 Considering that suspension or banning determinations, including the misuse of templates, are passed exclusively by Meta, WE cannot be held responsible for any damage that originates from these determinations, except in the event that WE have, demonstrably, given cause, exclusively, to the eventual penalty.

7. YOUR responsibilities related to the use of the channel:

7.1 YOU will be fully responsible for:

i. for any and all acts or omissions of third parties appointed by YOU to integrate into the WhatsApp Business channel;

ii. for any damage caused as a result of the content of the messages transmitted;

iii. for any and all damages arising out of the underlying relationship between YOU and the Recipient of your messages;

iv. for any and all pecuniary punishment to BSP or Meta and which originates from an act or fact of YOUR responsibility or of third parties under your responsibility.

ANNEX IV – SPECIFIC TERMS OF USE FOR CONNECT & ENGAGE*

* This Annex will apply whenever YOU make use of Connect and Engage platforms dedicated to SMS message traffic.

What are Connect & Engage Platforms? They are software developed by US and whose access is licensed to YOU ​​in order to provide tools, modules and features aimed at communication established through the SMS channel.

1. The CONNECT PLATFORM must be the tool used exclusively for triggering messagesSMS of a non-commercial or advertising nature, such as service scheduling, event notifications, billing, surveys and polls, etc.and enables:Rede estrutura de tópicos

  • i. the traffic (sending and receiving) of SMS originated by YOU;
  • ii. message trigger schedule;
  • iii. reports of sent and received SMS messages;
  • iv. control of valid numbers on a Recipient basis;
  • v. contact management;
  • vi. saw. interface for using integration services;

*Through the Web Tool YOU will be able to (1) register exclusively users who are authorized to use the Platform, (2) upload your Recipient Base, (3) create the content of the SMS messages you wish to send ( 4) and automatically or programmed trigger your messages.

2. The ENGAGE PLATFORM must be the tool usedfor sending SMS messages of a commercial or advertising nature, such as, for example, advertising products and services, discount offers, creating campaigns, etc.and enables:

  • i. Automatic sending of the OPT-OUT option to the User with each SMS triggered;
  • ii. Recipient Base Control, with automatic inclusion of OPT-INs and OPT-OUTs from SMS-MO;
  • iii. Automatic blocking of sending messages to Recipients with registered OPT-OUT;
  • iv. Stipulation of SMS trigger window;
  • v. Frequency control of SMS sending by Recipient, configurable by YOU, in order to facilitate the observance of good communication practices, automatically blocking the sending of messages that exceed the stipulated frequency parameter.

How to access the Platforms?

  • YOU login and password unique and confidential;
  • Access to the Zenvia Engage Platform is guaranteed to YOU, if you have already contracted the Connect Platform.
  • It is YOUR sole responsibility to maintain the confidentiality of your access credentials, and you must (1) prevent unauthorized access and (2) immediately notify us of any suspected leak of your credentials or unauthorized access to the Platform;
  • If YOU have not received YOUR access credentials for any of the Platforms after hiring, you must request them through the option “Chat with Zoe”, available in the question button of the environment https://app.zenvia.com/, from Monday to Friday, from 09:00h to 18:00h.

ANNEX V – SPECIFIC TERMS OF USE FOR THE INSTAGRAM CHANNEL

This Annex will apply whenever YOU make use of the Instagram Business channel, regardless of the solution, tool, module or platform eventually integrated into the channel

1. Policies, Terms and Conditions of Use established by Meta:

1.1 In addition to the provisions contained herein, other documents prepared by Meta are also responsible for establishing conditions, obligations and guidelines for the use of Instagram:

  • i. Facebook Terms of Service – https://www.facebook.com/legal/terms;
  • ii. Facebook Community Standards– https://www.facebook.com/communitystandards/;
  • iii. Instagram Terms of Use – https://help.instagram.com/581066165581870/?helpref=hc_fnav&bc[0]=Ajuda%20do%20Instagram&bc[1]=Pol%C3%ADticas%20e%20den%C3%BAncias;
  • iv. Instagram Community Guidelines – https://help.instagram.com/477434105621119/?helpref=hc_fnav&bc[0]=Ajuda%20do%20Instagram&bc[1]=Pol%C3%ADticas%20e%20den%C3%BAncias;
  • v. Facebook Developer Policies – https://developers.facebook.com/devpolicy/, especially the policy for Instagram Messaging – https://developers.facebook.com/docs/messenger-platform/instagram;

*It is important to know that Meta may update, unilaterally and without prior notice, any of the documents that deal with the use of Instagram Business, especially those listed above, and that, in order to continue using the solution, YOU must accept and follow any eventual new conditions, obligations or guidelines.

2. Limitations of this channel:

– It is not possible to use the API with “non-business” Instagram accounts;

– Conversation between more than 2 participants (Group Thread) is not supported;

– Does not support forwarding of notifications, only receptive use;

– If the total of 200 (two hundred) messages sent within an interval of 5 (five) minutes by “@conta” is exceeded, the API may present delays in message traffic;

– If the total of 300 (three hundred) messages sent and/or received within an interval of 5 (five) minutes by “@conta” is exceeded, the API may present slowdowns in the execution of webhooks;

*Even if YOU use automated conversation flows in conjunction with the Instagram channel, any communication experience promoted by YOU must allow for transfer to human interaction.

**YOU and/or any third party indicated by YOU may not retain, download or in any way store the media content sent or made available through the API on their own systems.

3. How will you be charged for using Instagram:

3.1 For using the channel through the Messenger API for Instagram YOU will pay the amount stipulated and agreed between us for each “Conversation” initiated, which will be considered as such whenever YOU receive a message via Instagram , from any user of the channel and will last for 24 hours.

3.2 When this 24-hour Conversation time limit is reached, another conversation will be initiated – and equally charged – in case of receipt of a new message by YOU.

3.3 Tools, solutions and/or platforms used in conjunction with the Instagram channel may be charged separately and under their own criteria.

ANNEX VI – PRIVACY AND PERSONAL DATA PROTECTION AGREEMENT

This Annex will apply our responsibilities to maintain compliance with Applicable Legislation regarding information security, privacy and protection of Personal Data treated in our contractual relationship.

1. For the application of this Annex, the following definitions will be adopted:

  • Personal Data: information relating, directly or indirectly, to the identified or identifiable natural person.
  • Treatment: any operation carried out with Personal Data, such as collection, storage, access, use, sharing, enrichment and/or its elimination.
  • Holder: natural person to whom the Personal Data that are the object of Processing refer.
  • Controller: who is responsible for decisions regarding the Processing of Personal Data, especially regarding the purposes and means of Processing Personal Data.
  • Operator: the party that processes Personal Data in accordance with the instructions of the Controller.
  • Sub-operator: third party and/or subcontracted by US to assist in the fulfillment of obligations regarding the Data Processing of the contract established between us.
  • charge: person appointed by US to act as a communication channel with data subjects and the National Data Protection Authority.
  • Data Protection Authorities: is the public administration body responsible for ensuring, implementing and monitoring compliance with Applicable Legislation.
  • Security Incident (involving Personal Data): any accidental, illegal or unauthorized access, acquisition, use, modification, disclosure, loss, destruction or damage involving Personal Data.
  • Applicable Law: means Law no. 13,709/18 (“LGPD”) and other regulations related to privacy and protection of Personal Data, including local legislation.

2. Compliance with Applicable Legislation on Privacy and Data Protection.

2.1 Both WE and YOU declare that we are aware of and comply with all Applicable Legislation, including (always and when applicable) the Federal Constitution, the Consumer Protection Code, the Civil Code, the Civil Rights Framework for the Internet (Federal Law n. 12.965/ 2014), its regulatory decree (Decree 8,771/2016), the LGPD and other sectoral or general rules on the subject.

2.2 YOU declare that you are aware of the provisions contained in our Privacy Policy, available at the link https://www.zenvia.com/politica-de-privacidade/.

3. What is the purpose of the Processing of Personal Data involved in our relationship?

3.1 For the purposes of this Annex, YOU will be deemed to be the Controller of Personal Data, while WE will be regarded as the Operators of Personal Data.

3.2 As Operators, WE guarantee that the Personal Data received will only be processed to comply with the provisions of the Agreement entered into with YOU or to comply with the instructions provided by YOU, as a result of the Controllership, always observing the principles, rules and Applicable Legislation.

4. How do we take care of the confidentiality of Personal Data processed by US?

4.1 All Personal Data provided by YOU within the scope of the services provided by US will be considered confidential and will be treated in accordance with the conditions established in Clause 7 of these General Terms of Service.

5. What security measures and controls do WE implement?

5.1 WE declare and guarantee that we have measures in place to protect the Personal Data Processed, as well as security policies in place, which determine technical and administrative measures to ensure the integrity, availability and confidentiality of information.

5.2 The security measures adopted by US are to guarantee the greatest possible security to the Processed Personal Data:

  • (a) authentication of users;
  • (b) encryption of Data and transaction content;
  • (c) intrusion prevention and detection;
  • (d) prevention of information leakage;
  • (e) protection against malicious software;
  • (f) traceability mechanisms;
  • (g) computer network segmentation and access controls; and
  • (h) maintaining backup copies of Personal Data and information.

5.3 If YOU have questions regarding the security measures adopted by US, you can contact us through the option “Chat with Zoe”, available in the question button of the environment https://app.zenvia.com/.

6. CAN WE share Personal Data?

6.1 In certain cases, we may share Personal Data with any Sub-Operators who are engaged, for example, to fulfill some of our contractual obligations and to provide OUR services or part of them.

6.2 When requested by YOU, WE will provide visibility on who these third Sub-Operators are and their specific activities, provided that they are directly linked to the execution of the services contracted by YOU.

6.3  Don’t worry! Whenever this occurs, WE seek to ensure that such third parties undertake to adopt equivalent levels and standards of protection of Personal Data and information security measures as set out in this Annex, as well as being responsible for all losses and damages resulting from the use misuse of Personal Data, provided that such losses and damages are linked to negligent or willful conduct on our part or the Sub-Operators.

7. Can audits be carried out?

7.1 We recognize the right to conduct audits related to the Treatment activities existing under this Annex and the services provided to YOU. Thus, both WE and YOU will make available, when requested, provided that there is a prior notice of 5 (five) business days and that our regular activities are not impaired, all the necessary documentation to demonstrate compliance with the obligations set forth in this Annex and in the Applicable Legislation. on privacy and protection of Personal Data.

7.2 Under no circumstances will access to any information and/or Personal Data (i) relating to clients other than those directly related to the services provided to YOU ​​be allowed; and/or (ii) that are subject to confidentiality obligations with third parties or protected by trade and/or industrial secrets.

8. DO WE carry out the international transfer of Personal Data?

8.1 YOU hereby agree that, if necessary for the performance of the Agreement and compliance with any of the conditions set forth therein, WE may carry out international transfer of the Personal Data Processed during the performance of the services provided to YOU.

8.2 But rest assured! WE undertake to take all necessary and possible steps to ensure, in good faith, that such transfer of Personal Data complies with Applicable Law.

9. How should we cooperate to meet requests from Personal Data Subjects?

9.1 YOU, as the Controller of Personal Data, must comply with requests for the exercise of rights by the Data Subjects or requests from the Data Protection Authorities or any other authority that may supervise the Processing of Personal Data.

9.2 WE, whenever necessary and requested by YOU, will give full support for the fulfillment of any requests made by the Holders or by any authority, such as:

  • i. requests for access to Personal Data;
  • ii. correction of incomplete, inaccurate or outdated Personal Data;
  • iii. anonymization, blocking or deletion of unnecessary or excessive Personal Data;
  • iv. portability; and
  • v. other rights under Applicable Law.

10. How will WE report Security Incidents?

10.1 In the event of a Security Incident that may cause significant risk or damage to the Holders, both WE and YOU will communicate, as the case may be, to the other party about the Security Incident within 48 (forty-eight) business hours, counted from the acknowledgment of its occurrence.

10.2 The communication must contain, at a minimum, the following information:

  • (a) Date and time of the Security Incident;
  • (b) Date and time of acknowledgment by the notifier;
  • (c) List of types of Personal Data affected by the Security Incident;
  • (d) Number of affected holders (Security Incident volumetrics) and, if possible, the list of these individuals;
  • (e) Contact details of the Person in Charge or another person from whom it is possible to obtain further information about the event; and
  • (f) Description of possible consequences of the event.

10.3 YOU, as the Controller of Personal Data related to the Security Incident, will be responsible for carrying out the necessary communications to regulatory bodies and Personal Data Subjects, when necessary, under the terms of Applicable Law.

10.4 If the Security Incident or the effects of the Security Incident involve US, the communications in question must be pre-aligned between US and YOU.

10.5 When YOU, acting as Controller, do not prove compliance with the notification of the Security Incident to the National Data Protection Authority, within 72 (seventy-two) hours from the acknowledgment of the fact, WE shall have the right to carry out the necessary communications , without prior consent, unless the delay is for a justified reason.

10.6 We agree that we will work collaboratively to prevent and stop any Security Incident, also investigating possible causes and even considering carrying out audits to complete the investigation.

11. How and when will WE delete Personal Data?

11.1 WE will permanently delete or return Personal Data when:

  • i. requested by YOU;
  • ii. when our contractual relationship and the obligations arising therefrom are terminated; or
  • iii. when the purpose of the Treatment is fulfilled.

11.1.1 WE may keep any Personal Data, when the continuation of Treatment is permitted by law or when it is necessary to comply with any legal or regulatory obligation or, even, to protect a legitimate right.

11.2 Even after the termination of our contractual relationship or other agreements entered into between us, our obligations will continue as long as we have access, are in possession of or are able to carry out any Personal Data Processing operation involving information provided during the contractual relationship.

12. What are YOUR responsibilities when using the Platforms?

12.1 In addition to the other responsibilities provided for in these General Terms of Service, in this Attachment, in the Agreement and in the Applicable Law, YOU represent and warrant that:

  • i. all Personal Data that, in any way, has been or is transferred to US, has been and will be obtained lawfully, with an appropriate legal basis under Applicable Law, with due transparency to Data Subjects regarding how Personal Data will be processed, under Applicable Law, including in relation to the protection and confidentiality of Personal Data;
  • ii. obtained, in advance and through free, unequivocal and informed expression, the consent of the Recipients to send messages, when this authorization is required for the legality of the communication, under the terms of the Applicable Legislation and/or on account of responsibilities assumed contractually with the 3rd;
  • iii. if, during the use of OUR services, there is a possibility of Processing Personal Data of minors or sensitive Personal Data, YOUobtained the necessary consent, according to legal requirements determined by the Applicable Legislation, and will communicate to us about the possibility of this Treatment;
  • iv. is fully responsible for the format, accuracy, quality, content and lawfulness of the Personal Data uploaded, stored and processed on the Platforms used in the services, under the terms of the Applicable Legislation;
  • v. is fully responsible for the Processing of Personal Data carried out directly by YOU, or at YOUR request, in the context of the execution of our contractual relationship, keeping US harmless from any losses and damages, direct or indirect, arising from any Personal Data Processing operation carried out. in disagreement with this Annex and with Applicable Law.

12.1.1 Keeping harmless will mean, for example, as the case may be: (1) indemnify and reimburse US, (2) provide guarantees in proceedings, (3) assume responsibility for acts and facts related to the use of the channel by YOU, (4) qualify for legal and administrative proceedings that have as their object acts or facts related to the use of the channel by YOU, requesting, when applicable, OUR exclusion from that process.

ANNEX VII – ZENVIA DICTIONARY

Here we will define the main terms or expressions used in our Agreement, Proposal, General Terms of Services and their Annexes, in addition to any other OUR documents that are applicable to our relationship

ANONYMIZED DATA: Data relating to the Owner that cannot be identified, considering the use of reasonable technical means available at the time of its Treatment.

API DICTIONARY: The acronym comes from English (Application Programming Interface) and means Application Programming Interface. It is a set of programming routines and patterns for accessing a software application or web-based platform.

BSP (BUSINESS SERVICE PROVIDER): It is the quality and designation of ZENVIA as an official and approved provider of access to the WhatsApp Business channel.

CHATBOT: Computer program that tries to simulate a human being in conversation with people. The objective is to generate notifications or answers to questions in such a way that it gives the impression that you are talking to a person and not to a computer program.

CLIENT ISV: Third party that, at the request of the WABA holder, integrates the relationship between the latter and US to provide services integrated with the WhatsApp Business channel offer.

COMMUNICATION CHANNEL (or CHANNEL): It is the means of transmission of messages through which communication takes place between YOU and the RECIPIENT. Not to be confused with the tool or platform used with the interface. Examples of channels are SMS, WhatsApp and Instagram.

COMMUNICATION PLATFORM LICENSE: This is the nature of the service provided by US, which consists of making available for YOUR use, either through an API or through a graphical interface in a web environment, of software for carrying out and improving the digital communication maintained by YOU, regardless of the communication channel used.

COMPANY: In the context of the WhatsApp channel, Company will be YOU.

COMPONENT: Element that integrates the Zenvia Communication Platform and that can be used throughout a conversation in order to add value and lend additional automated features. It can be used before the conversation to trigger the Chatbot (example: SMS), during the conversation (example: Artificial Intelligence) or at the end (example: confirmation email).

CONCATENTED SMS (LM): This is an SMS message that exceeds the limit of up to 160 characters (on the Connect platform) or 140 characters (on the Engage platform) and which will be fragmented in the number of shots necessary to send the entire message.

CONTACT: Each phone number registered in Zenvia Attraction to be impacted by any of the available channels will be considered Contact, even if the phone numbers belong to the same holder.

CONVERSATION: Charging unit based on the conversational flow that begins with an interaction, whether initiated by the User or YOU, and that takes place within a period of 24 hours, counted from the first interaction; after this period, any new interaction with the User, whether initiated from the User or from YOU, will initiate a new Conversation.

CORPORATE SMS: Messages sent via SMS whose content is not Marketing.

CPaaS (Communication Platform as a Service): This is OUR software that unifies, in a hosted cloud environment, different solutions, tools, modules and access integrations for communication through the most varied means and channels.

CUSTOMER or YOU: User of any service provided by ZENVIA (or US).

DATA HOLDER: Natural person to whom the Personal Data that are the object of Processing refer.

INCIDENT (involving personal data): Any accidental, illegal or unauthorized access, acquisition, use, modification, disclosure, loss, destruction or damage involving Personal Data.

ISV: Third party that, in some way, integrates the relationship between Zenvia (BSP) and WABA Holder.

LARGE ACCOUNT (LA) or SHORT CODE and LA DEDICATED/EXCLUSIVE: Number of up to 6 digits that identify SMS messages sent through the Integrator (SMS A2P) with the Operator. This number is assigned to messages triggered through the Integrator at your convenience. The Client has the option of setting a dedicated/exclusive LA for himself and his shots by contracting this add-on.

LEGAL DOCUMENTS: These are the rules, guidelines and obligations that can be applied simultaneously and additionally, in a harmonious way, to our relationship.

MARKETING: Action to publicize a product or service to influence its acquisition by the consumer.

NATIONAL DATA PROTECTION AUTHORITY: Body responsible for monitoring compliance with the provisions of the General Data Protection Law, Federal Law No. 13,709/2018 in the national territory.

NOTIFICATION: Message sent to the Recipient that does not correspond to a response and is not intended to initiate a conversation.

OPERATORS: Companies that offer telephone service in Brazil.

OPERATOR USER: User of the Zenvia Bots tool, so designated by YOU, with actions limited to submissions, bot configurations, contacts, reports and campaigns and report extraction.

OPT-IN: It is the express and unequivocal expression of the Recipient consenting to the receipt of messages sent by YOU for specific purposes.

OPT-OUT: Action by the Recipient that results in their manifestation of willingness to no longer be part of the CLIENT’s Recipient Base. Revokes the OPT-IN.

PA (Service Position): Name given to a unit of contact between the company and its customer. It also corresponds, in the context of our relationship, to each user capable of accessing and using any service platform offered by US.

PERSONAL DATA: Any information obtained as a result of our contractual relationship, related to an identified or identifiable natural person, such as: name, CPF, RG, residential or business address, landline or mobile phone number, email address, geolocation, among others.

PERSONAL DATA CONTROLLER: Who is responsible for decisions regarding the Processing of Personal Data, especially regarding the purposes and means of Processing Personal Data.

PERSONAL DATA OPERATOR: Party that processes Personal Data in accordance with the instructions of the Controller.

PHISHING: Fraudulent means of inducing the recipient to access content that may be harmful to them. It usually takes place by sending potentially dangerous access links.

PLATFORM: Environment where the set of technologies, systems, database, solutions, products or tools managed internally by US are made available.

PROCESSING OF PERSONAL DATA: Any operation or set of operations carried out with Personal Data or on sets of Personal Data, by automated or non-automated means, such as collection, registration, organization, structuring, conservation, adaptation or alteration , retrieval, consultation, use, disclosure by transmission, dissemination or any other form of making available, comparison or interconnection, limitation, elimination or destruction.

RECIPIENT: These are those who are reached and/or interact with the communication carried out by YOU.

RECIPIENT BASE: It is a set of RECIPIENTS appointed by YOU to receive messages.

SENSITIVE PERSONAL DATA: Personal Data on racial or ethnic origin, religious conviction, political opinion, membership of a trade union or organization of a religious, philosophical or political nature, data relating to health or sex life, genetic or biometric data, when linked to a natural person.

SESSION: Charging unit based on the conversational flow that begins with the Recipient’s interaction with the chatbot and that takes place within a period of 24 hours, counted from the first interaction; after this period, any new interaction with the Recipient will start a new Session.

SHOOTING WINDOW: Time interval in which it is recommended to send unsolicited notifications or messages to the Recipient.

SMS (SHORT MESSAGE SERVICE): Short text message with up to 160 (one hundred and sixty) alphanumeric characters transmitted between YOU and the Recipients, through a mobile phone line.

SMS A2P (Application to Peer): It is the SMS message sent from an application/platform (and not from a person through a conventional mobile number) to a person/recipient. It is the nomenclature given to messages sent by official integrators, such as NÓS.

SMS TRAFFIC: It is the sum of text messages sent (MT) and messages received (MO).

SMS MARKETING: Messages sent via SMS whose content is related to Marketing.

SMS-MO (Mobile Originated): SMS-type messages received by YOU.

SMS-MT (Mobile Terminated): SMS-type messages sent by YOU.

SOLUTION: Software built by US and licensed for use to add high value to digital communication, regardless of the communication channel used by YOU. Through the solutions, different tools and channels can be used, even simultaneously, to meet one or more specific use cases.

SPAM: Message forwarded without prior request from the Recipient, usually at an abusive frequency, whose content does not necessarily interest you.

SUBSIDIARIES: Any company that (1) is Controlled, directly or indirectly, by or (2) is under common Control in relation to Zenvia Mobile Serviços Digitais S.A.:

Afiliada Razão Social Identificação Fiscal Endereço
Zenvia México Zenvia Mexico Sociedad de Responsabilidad Limitada de Capital Variable RFC: ZME201027JTA Calle Wisconsin 13 – Benito Juarez, Cuidad de Mexico – Código Postal: 03810
D1 One To One Engine Desenvolvimento E Licenciamento De Sistemas De Informática S.A. CNPJ: 15.435.155/0001-28 Rua Luis Correia de Melo, 92, cjs. 281 e 282, Vila Cruzeiro, São Paulo/SP.
Sirena Argentina Rodati Services S.A. CUIT: 30-71447468-1 Domicílio em Superí 1456, Cidade Autônoma de Buenos Aires
Sirena Brasil Rodati Motors Central de Informações de Veículos Ltda. CNPJ: 20.393.119/0001-89 Avenida Paulista, nº 2300 – conjunto 184 Parte – Bela Vista – São Paulo/SP – 01310-300, Brasil
Sirena México Rodati Servicios S.A. de CV RFC: RSE1712128C9 Av. Tamaulipas 150 – 1301B Condesa Cuatémoc, Ciudad de México, 06140. Buzón 96.
Sirena Estados Unidos Rodati Motors Corporation EIN: 36-4780247 2810 N Church St PMB 95826, Wilmington, DE 19802

TIME: Pricing unit based on the time (seconds) actually used of a component. Used, for example, for voice components.

TOOL: Software built by US and whose use is licensed to YOU ​​in order to add value to your digital communication, regardless of the communication channel used. An example of a tool is Zenvia Message, designed to parameterize the triggering of messages through different channels.

TRANSACTION: Charging unit based on the unit accounting of messages sent or received. Used, for example, in charging for messages that use the SMS or WhatsApp channel.

TRANSSHIPMENT: Transfer of communication between YOU and Recipient from a certain channel and/or platform to another channel and/or platform.

USER: Individual authorized by YOU to access, through your own login and password, YOUR account linked to any of OUR platforms. In the context of the WhatsApp channel User will mean YOUR End Customer, the one with whom you will establish contact via WhatsApp.

VALUE ADDED SERVICE (“SVA”): This is the nature of the service provided by US, which consists of offering A2P SMS mechanization, through the integration carried out between YOU and the Operators.

VIEWER USER: User of the Zenvia Bots tool, so designated by YOU, the account holder, with powers of use limited to views of how much has been done on the platform.

WABA (WhatsApp Business Account): Accredited and approved access to the WhatsApp corporate communication solution maintained by Meta (Facebook Inc). With this access, an account is created so that the holder can receive and send messages through it. It is the official corporate WhatsApp account.

ZENVIA ACADEMY: It is the environment created by ZENVIA to provide information, knowledge and data on various subjects involving communication.

ANNEX VIII – SERVICE LEVEL AGREEMENT (SLA)

Here we will define the availability commitments and procedures for pointing out and repairing faults in all products and services provided by US.

NOMENCLATURES used:

Activation: It is an act of contact with one or more people, with the objective of requesting help in an incident and/or problem in progress;

Business Hours: Monday to Friday, from 8 am to 6 pm;

Platform Availability: Means the proportion, expressed as a percentage, of the Theoretical Available Time during which the Platform is suitable for use in accordance with its intended purpose;

Available: Means the ability of a service to be accessed and used in accordance with its intended purpose;

Failure: means any failure of the Services to operate for their intended purpose, unless it arises during or as a consequence of any Excluded Time;

Incident: It is the unplanned interruption of one or more services/products and/or the reduction of their quality according to the agreed requirements;

Monitoring: It is the ability to collect information and health metrics from the infrastructure of the products, with the objective of acting proactively in the identification of anomalous behaviors, which may at some point impair the use of products and/or services;

Service Provider: third-party controllers of other services or communication channels integrated to the services provided by US;

Requisition: It is a request for assistance and/or service for the clarification of doubts, execution of configuration changes, support for difficulties in using the product and/or troubleshooting;

Interim Solution: Application of a temporary correction with the aim of restoring the service(s);

Definitive Solution: Application of a correction and/or definitive improvement in the component and/or service responsible (root cause) for an incident and/or problem;

Excluded Time: Means any time during which the Platform is not available or access to it is restricted;

Theoretical Time Available: Means the total amount of time for a given period, minus the Excluded Time.

1. What will be established here?

1.1    Here we establish the performance and quality standards, thus establishing the respective obligations with regard to: (1) guaranteeing the availability of the contracted service and (2) service and support procedure for calls.

1.2    This Agreement will apply only to the portion of the Services linked to US, excluding any failures attributable to (1) the Service Provider, (2) Internet problems (3) and/or failures for which YOU are responsible.

1.3 YOU and WE agree that we must:

a. notify each other as soon as any defect, anomaly, malfunction or failure is detected that may directly or indirectly affect the services provided;

b. immediately send to the other Party any communication received from Operators or other controllers of communication channels regarding the services provided, especially those of technical content.

2. How will “failures” and “impacts” be classified?

2.1    All failures must be reported by YOU to US in accordance with the procedure described in clause 3, stating the nature of the failure and the information necessary for the correct provision of your solution.

2.2    For the purposes of this Agreement, a Failure will be deemed to have been reported when OUR support team receives a report in accordance with clause 3.1 of this Agreement, either by email or by telephone, or (b) when YOU initiate a request/call on OUR system to track the Fault;

2.3    After WE have reported a failure and initial investigations have been carried out by US, we will inform YOU by email of the following:

a. Date and time when the failure was verified;

b. Severity – classified according to the impact of I – IV;

c. Estimated time to resolve the fault.

2.4    the Impacts services provided by US shall be classified according to the specification below:

HIGH

Include:

1 – Problems that cause total unavailability of requests registered on OUR platform during the fluctuating period;

2 – Problems that cause total unavailability of the service.

MEDIUM

Includes any problem that causes instability of requests registered on OUR platform during fluctuating period. It should be noted that instability means partial functioning of the service and due to a problem of considerable proportion* that causes mild instability of requests registered on OUR platform during an oscillating period. It is noteworthy that mild instability means slow service response.

* The “considerable proportion” mentioned in the item above means the occurrence of Degradation/Instability, where up to 40% (forty percent) of Users are impacted. In cases where the failure percentage is greater than 40% (forty percent), the failure will be considered as an outage and, therefore, the severity will be reclassified to HIGH IMPACT failures.

LOW Include issues that do not affect the quality of service provided to YOU, such as: queries about the application and related services, queries about configuration, handling, active functionalities; software upgrade or application upgrade; updating documentation or any activity that is not necessarily associated with the immediate availability of customer service.

2.5 Services will be considered unavailable when:

(i) Messages are not delivered to OUR and/or YOUR platform due to failure of one of the parties involved (US or YOU or Service Provider); or

(ii) Messages are not delivered on OUR platform and/or the Service Provider; or

(iii) The other transactions exchanged between OUR platforms with the Service Provider do not occur; or

(iv) The other transactions exchanged between OUR platforms with YOU are not being finalized due to systemic and/or network failures in one of the environments.

3. How to do the Activation?

3.1 All action will be directed and conducted according to the level of impact of the reported problem.

3.2    The categorization of impacts will be carried out at the time of opening the tickets, and may be changed if the requirements are met, in accordance with the stipulations present in this Agreement;

3.3 Once the failure report is received and classified according to the criteria of this Agreement, the following escalation level is stipulated:

Escalonamento / Escalation list
Standard Support
Level Direction Contact
1º Service Team Option “Chat with Zoe”, available in the question button of the environment https://app.zenvia.com/
Service Manager to be provided as the problem escalates
SRE Manager to be provided as the problem escalates
Operations Manager to be provided as the problem escalates
Premier Support Business
Service Team Option “Chat with Zoe”, available in the question button of the environment https://app.zenvia.com/ / e-mail de contato a ser compartilhado pelo CS ou Executivo / 0800 6464777
Service Supervisor to be provided as the problem escalates
Service Manager to be provided as the problem escalates
SRE Manager to be provided as the problem escalates
Operations Manager to be provided as the problem escalates
Premier Support Premium
Service Team Option “Chat with Zoe”, available in the question button of the environment https://app.zenvia.com/ / e-mail de contato a ser compartilhado pelo CS ou Executivo / 0800 6464777
Technical Account Manager to be provided as the problem escalates
Service Manager to be provided as the problem escalates
SRE Manager to be provided as the problem escalates
Operations Manager to be provided as the problem escalates

3.4 If YOU have subscribed to the Premier Support Business or Premier Support Premium plan, your service will not be restricted to Business Hours. In addition, YOU will have OUR dedicated team for your calls.

3.4.1 But if YOU have subscribed to the Premier Support Premium plan, and you need all of your assistance to be performed by a support analyst designated specifically for YOU, YOU must request assistance within Business Hours. Should YOU require any support outside of Business Hours, the same structure as Premier Support Business will apply.

4. And What Will the Times Be Notification X Resolution?

Standard Support:

IMPACT SOLUTION TYPE x TIME (Working Hours)
INCIDENT REQUISITION
Low/No Impact 1o. Solution 02h 02h
Definitive 24h 48h
Medium 1o. Solution 02h 02h
Definitive 24h 48h
High 1o. Solution 02h 02h
Definitive 12h 24h

Premier Support Business:

IMPACT SOLUTION TYPE x TIME
INCIDENT / REQUISITION
Low/No Impact 1o. Solution 02h
Definitive 12h
Medium 1o. Solution 02h
Definitive 08h
High 1o. Solution 02h
Definitive 04h

Premier Support Premium:

IMPACT SOLUTION TYPE x TIME
INCIDENT / REQUISITION
Low/No Impact 1o. Solution 02h
Definitive 08h
Médio 1o. Solution 02h
Definitive 04h
Alto 1o. Solution 01h
Definitive 02h

4.1    The resolution time only applies to faults within the OUR direct control as stipulated in clause 1.2 of this Agreement.

5. How will maintenance and interruptions work?

5.1 WE may perform maintenance on OUR platforms and services as we identify the need for corrections or opportunities for improvement. But do not worry! WE will notify you in advance, by email and according to the table below, in cases of interruption, maintenance or technical upgrade or intervention:

Duration of Interruption Period in advance of sending the notification Maintenance Window
> 300 minutes 1 (one) day 00:00 às 06:00 (GMT-3)
Up to 299 minutes 2 (two) hours 00:00 às 06:00 (GMT-3)

5.2 Whenever any intervention in the Services requires action to be taken by YOU, WE will seek to communicate to YOU at least 7 (seven) days in advance.

6. Availability

6.1 The availability of each product and service offered by US is stipulated in the table below:

Description PRODUCT
SMS VOZ WHATSAPP ZENVIA ATTRACTION ZENVIA BOTS ZENVIA CHAT
Product Availability 99,50% 99,50% 99,50% 99,50% 99,50% 99,50%
Unavailability Timeout/Month 3h39min 3h39min 3h39min 3h39min 3h39min 3h39min

6.2    Description of metrics that will be measured between the 1st and the last day of the month prior to the request and the availability calculation of services will be based on the following data:

• Calculated monthly availability = ((720‐H) / 720)*100

(In the months of 31 days, 744 hours will be considered)

• Where: H = Total hours in which the service was unavailable in the said month.

6.3 The period of unavailability will be computed by US from the receipt of the request sent by YOU and will be considered closed from the re-establishment of the provision of services in accordance with the purpose for which they are intended.

6.4 YOU may request the availability indicator of the contracted services for up to 30 days after the last day of the month in which the referred indicator is intended to be extracted. After this period, WE will not be obligated to provide the requested indicator.

6.5 The following events DO NOT will be considered as unavailability period:

a) Instability and/or unavailability of services during the Maintenance Window and/or scheduled change;

b) Events that demonstrably cannot be attributed to the failure of the services provided by US, including: fortuitous cases or force majeure, in accordance with the determination contained in article 393 of the Civil Code and also or action taken by a third party not linked to US ;

c) All changes necessary for any adjustments that may meet YOUR requests. “Adjustments” are considered to be all improvements, additions and/or configuration changes in the application made available by US;

d) Problems generated in services (hardware, software, network, applications and content) and/or third-party applications that have been indicated and determined by YOU to be used in conjunction with or in support of the services provided by US;

e) Delays and problems related to the lack of delivery or proper formatting of the contents provided by YOU;

f) Interruption caused by failure of the network of both parties;

g) Failure and/or other problem encountered in connection with YOUR application or system.

ANNEX IX – SPECIFIC TERMS OF USE FOR ZENVIA CONVERSION

This Annex will apply whenever YOU use OUR Zenvia Conversion solution to communicate with your Recipient.
In case of conflict or inconsistency between this Annex and the General Terms of Services, the provisions of this Annex will prevail.

In case of conflict or inconsistency between this Attachment and the General Terms of Services, the provisions of this Attachment shall prevail.

1. What is Zenvia Conversion? A software (Software as a Service – SaaS) for businesses (Business to Business – B2B) that facilitates customer relationship management (Customer Relationship Management – CRM), through centralization, contact distribution and customer service, with multichannel communication coverage.

i. The main communication channel on which the Zenvia Conversion solution works is WhatsApp Business, which is integrated by the customer via API through official channel partners (or Business Services Providers – “BSP”) enabled to provide the necessary connection, such as Zenvia Mobile;

ii. To use the Zenvia Conversion solution in conjunction with the WhatsApp Business it is necessary to create a client account (WhatsApp Business Account – “WABA”), linked to a telephone number for the exclusive purpose of validating and operating the account;

iii. YOU may use a pre-existing number or a number may be provided by US to enable and use the channel. This number cannot be used for any purpose other than enabling and using the channel;

iv. Lines eventually made available by US will only be active during the term of your contract;

v. Once linked to a WABA , the phone numbers used to enable and use the channel, whether provided by US or made available by YOU, cannot be used for personal purposes or for a new WhatsApp Business account;

2. Documentation applicable to the use of Zenvia Conversion. In addition to these Terms and Annexes, other documents may apply to the provision of its services, according to particular formal arrangements that may eventually exist between us. In this case, all these documents compose and form your Agreement.

2.1 The provisions contained in private documents that may exist between us will prevail when they treat any content of these Terms differently. This prevalence will occur exclusively on this specifically considered content.

3. Prices and commercial conditions. Unless otherwise stipulated in a formal document between the parties, the applicable prices, as well as the features present in each available hiring plan, are those exposed in this link https://www.zenvia.com/precos/.

3.1 The prices shown do not include any taxes or withholdings, which are YOUR exclusive responsibility.

3.2 When YOU contract US from a country that we do not have a local operation, the services will be provided and billed from its operation in the United States or Mexico, as the case may be.

4. What plans are available? The choice of plan is made by YOU at the time of contracting through the website https://www.zenvia.com/precos/

4.1 Plan changes must be requested at least 30 (thirty) days in advance and will be reflected from the next billing cycle.

 4.2 Hiring plans comprise:

i. An initial fixed cost of assistance to apply to Meta to activate your WhatsApp for Business. In case of rejection of the request by Meta, these expenses will not be reimbursed;

ii. A fixed monthly, quarterly, semi-annual or annual cost, determined based on the number of WhatsApp Business accounts and Zenvia Conversion Solution Users contracted;

iii. A variable cost consisting of the consumption of the WhatsApp for Business, depending on the number of sessions, whether initiated by YOU or US, and depending on the country corresponding to the telephone line linked to the WhatsApp account. Prices by country can be consulted at https://www.zenvia.com/materiais/docs/custos-por-pais.pdf.

4.3 Any optional services contracted by YOU (such as assistance, integrations or training) will be agreed between the parties through their own commercial proposal.

5. How can I choose payment?

Automatic Debit by Credit or Card Debit:

i. charges will be made monthly and in advance, the first payment being made at the time of contracting;

ii. WE will estimate the amounts charged as variable expenses (such as the volume of message traffic via WhatsApp). Any differences between the total amount due after the monthly calculation of variable expenses and the amount charged in advance will be compensated, more or less, with the amounts to be charged in the following month;

iii. WE don´t store any credit card information, only the last four digits of the card and a token identifying the means of payment provided by Spreedly, Inc. are kept. (Spreedly.com);

iv. WE may suspend and block your access to the solution and even terminate this contract with reasons, if YOU unduly promotes (1) chargeback requests or (2) disputes with the credit card operator of the charge provided for in this clause;

Bank Transfer:

i. payments must be made in advance, within 20 (twenty) days of sending the invoice to YOUR email, from the address [email protected];

ii. YOU must request, through the email [email protected] , the data for bank transfer corresponding to our subsidiary that provides the services and is responsible for its billing;

iii. payment will only be considered made after sending proof of bank transfer to [email protected];

iv. WE may estimate the amounts charged as variable expenses (such as the number of sessions via WhatsApp, whether initiated by the YOU or US). Any differences between the total amount due after the monthly calculation of variable expenses and the amount charged in advance will be compensated, more or less, with the amounts to be charged in the following month;

v. only the monthly payment obligation will be considered fulfilled with the full deposit of the invoiced amount;

vi. any costs associated with the bank transfer will be borne exclusively by YOU.

6. What if there is a delay in payment? Delays in payment that are superior of 8 (eight) days from the due date authorize US to suspend all or part of the services provided, including the functionality of sending and receiving messages via WhatsApp.

6.1 In the event of partial suspension, where some features of the Zenvia Conversion solution are no longer available, charges will continue to be generated on the portions of the service that remain at your disposal.

6.2 In addition to the suspension of services provided for in the previous clauses, past due payment generates interest of 1% (one per cent) per month and a non-compensatory fine of 10% (ten per cent).

7. What do I need to do to use the Zenvia Conversion solution?

i. an updated web browser compatible with web access. Browser compatibility can be consulted via the link: https://updatemybrowser.org/;

ii. compatible mobile device, that is, capable of downloading the Zenvia Conversion application store Google Play (for Android) or App Store (for IOS);

iii. acceptance and submission to the conditions set forth in these Terms;

iv. payment in accordance with the contracted plan;

v. the registration of your data and its authorized users on the Zenvia Conversion application, for which YOU are responsible;

vi. keeping the registered data up-to-date;

vii. the configuration of the services by YOU according to your needs.

8. How long does the Solution take to be deployed? The implementation of OUR platform and its preparation for use shall be carried out within 30 (thirty) days from the date of contracting the services.

9. How will we communicate? (1) YOU will use the address of the provider’s headquarters by post or the email address [email protected] and (2) WE will use the email address provided by YOU at the time of contracting.

9.1 Formal communications made outside the parameters stipulated in the previous clause will be considered as not received.

10. What if we want or need to terminate the Agreement? Either party may terminate this Agreement, free of charge, provided that it is communicated to the other Party at least 30 (thirty) days in advance.

10.1 In cases where YOU have optioned for a plan that entitles it to any discount and decides to terminate the Agreement before the end of the contracted period, YOU will be charged the monthly fees for the period used and prior notice without the discount granted.

10.2 In addition to other cases provided for in this or other applicable documents, the Agreement entered into between the Parties may be considered terminated when YOU remain in default for a period exceeding 10 (ten) days.

11. Can services be suspended? In addition to the cases already provided for in these General Terms, we may suspend the services if YOU remain in default for a period exceeding 5 (five) days.

12. Pricing Policy. WE may, upon prior notice of at least 30 (thirty) days, change the prices charged on the services provided according to its needs.

12.1 If YOU don´t agree with the updated prices, YOU may request the cancellation of his contract, free of charge, as long as YOU do so within the period mentioned above.

12.2 The use of the services provided by US after the period mentioned above, will result in acceptance of the new commercial conditions.

12.2 As for Sirena Brazil, in addition to what is foreseen in the previous items, it is stipulated that the prices agreed between the parties will be adjusted every minimum period of 12 (twelve) months from the date of signing the contract, using as reference index the positive variation of General Market Price Index (IGPM-FGV).

13. In case of conflict, what laws will apply to OUR relationship? Any conflicts arising from the execution of OUR contract will be resolved, preferably, by mutual agreement and good faith negotiations. However, in the event of an impossibility of amicable resolution, the parties choose the forum of the District of São Paulo/SP, as competent to resolve any conflict, with express waiver of any other, however privileged it may be.

14. Specific Terms of Use – WhatsApp Business Solution. In addition to the provisions contained above, the Specific Terms Of Use for WhatsApp Business Solution available at: https://www.zenvia.com/en/terms/#anexo-3, will integrate these Terms for all means, considering they establish conditions, obligations and guidelines for the use of WhatsApp Business. 

ANNEX X – SPECIFIC TERMS OF USE FOR ZENVIA DOCS E ZENVIA NLU

This Annex will apply whenever YOU use OUR Zenvia Docs and/or Zenvia NLU solution to communicate with your Recipient.

In case of conflict or inconsistency between the documents that make up our relationship, the following order of precedence will govern: (1st) Order Form and/or Service Order, as applicable; (2) these Annex X – Terms of Use specific to Zenvia Docs and Zenvia NLU; and (3rd) the General Terms of Service.

1. Zenvia Docs and Zenvia NLU are subscription cloud computing services in the form of software as a service (software-as-a-service or SaaS), made available to YOU ​​through an account on OUR Platform. The Account is available upon payment of a Subscription Fee as provided in the Order Form. The Services made available to the Customer, the features and functionality of these services, as well as the amounts corresponding to the volume of Transactions enabled for each Service during the term of the Agreement, will also be provided for in the Order Form in question.

1.1 Zenvia Docs: YOU design and configure communication flows involving one or more Channels and automatically execute such communication flows through OUR Platform. The combination and organization of one or more Channels within the scope of this service is called “Orchestration”, and each Orchestration and each trigger on a Channel used in a communication flow is considered a Transaction.

1.2 Zenvia Docs – Payments: is a modality by which YOU associate means of payment operations to the flow of communications. YOU understand and agree that you are responsible for contracting the payment method service provider that will carry out such operations, approved by US, and WE are obliged to integrate the contracted payment method. YOU further understand and agree that the use of the means of payment will be subject to the terms and conditions of the service provider chosen by YOU, and WE have no responsibility for the operation of the means of payment service and the liquidity of the amounts transacted.

1.3. Zenvia Docs – Document Generation. Document Generation is the service by which WE will generate certain documents for YOU, from files uploaded by YOU on OUR Platform, through specific technologies and resources (PDF Trusted, PDF to Print, blockchain registration etc.) and may or not include the custody of the documents generated, as contracted and provided for in the Order Form. In the Document Generation service, each document generated and/or stored on OUR Platform is considered a Transaction.

1.4. Bots. It is the communication service via advanced virtual assistants (chatbots), with artificial intelligence resources, in addition to other related resources and functionalities, as available on OUR Platform and provided for in the Order Form. In the Bots service, each activated chatbot session, lasting up to 24 hours, is considered a Transaction.

1.4.1. Human Service. WE may also offer human service for digital channels (e.g. chatbot), with artificial intelligence capabilities. Human service may be billed to YOU ​​directly by US or by a partner who provides such services, as provided in the Order Form. For the human care service, a license fee is charged for each User registered in that service, as provided in the Order Form.

1.5. Workflow. It is the service for automating and integrating processes, controls, and work between one or more Channels, as made available and configured by YOU through OUR Platform. In the Workflow service, each completed process is considered a Transaction. In addition, a license fee is charged for each User registered in the Workflow, as provided in the Order Form.

2. Use of the Services. Users may (i) access the Services contracted through the account created by US; (ii) upload data, information, messages, texts and documents (including customer data) to the Account; (iii) consult information and history of Transactions carried out; and (iv) integrate OUR Services with its own or third-party products and services, through APIs; among other available features. The Services are offered for YOUR self-provision and consumption, and it will be up to YOU ​​and your Users to operate the Services through YOUR account. If YOU need OUR support to operate the Account (such as the design and configuration of communication flows), you may contract specific Professional Services for this purpose.

3. Storage. During the term of the Agreement, WE will store customer data and records processed through YOUR account, and YOU and your Users may access and obtain copies of this information at any time. The Customer or its Users may also delete Customer Data or Registrations from the Account. After the end of the Active Account period, WE will enable limited access to the Account for a period of 30 days, just so YOU ​​can recover the backup of the information that is still stored in the Account. In addition, YOU may hire Professional Services for US to assist in the recovery of the backup.

3.1 Additional Term. YOU may contract storage for an additional term, through an Order Form. Upon expiration of the additional 30-day period provided above and no additional storage is contracted, WE will delete all data and records stored on the account.

3.2 Save in Document Generation. The storage provisions set out above will only apply to the Document Generation service if YOU have contracted the custody of the generated documents.

4. Price. For the use of OUR Services, YOU will pay the prices specified in the applicable Order Form and/or Work Order. Except as otherwise provided in the Order Form and/or Work Order, (a) prices for the Services are charged based on the availability of OUR Solutions and Services, and not on actual use by YOU (b) prices are calculated based on the terms, quantities and other commercial conditions agreed between the Parties; (c) payment obligations are non-cancellable and non-refundable; and (d) the agreed term and quantities cannot be reduced during the term of the Agreement. Unless otherwise provided for in the Order Form and/or Service Order, prices will be readjusted annually, or at the lowest frequency permitted by law, by the positive variation of the IGPM-FGV (or another similar methodology index that may replace it).

5. Subscription Fee. Upon signature of the Order Form or the effective availability of the account (whichever occurs first), YOU must pay the Subscription Fee described in the Order Form to be entitled to access and use OUR Platform. For the sake of clarity, the Subscription Fee corresponds to the licensing of OUR Platform contracted by YOU for the total term provided for in the Order Form (subscription fee), regardless of (i) the form of installment agreed between the Parties and (ii) the effective consumption of Transactions on the Services. The Subscription Fee may comprise the amounts corresponding to the Transaction packages contracted by YOU, if and as provided in the Order Form.

6. Transaction Packages. YOU will pay for the Transaction packages as provided in the Order Form. If you have used all Contracted Transactions, and unless you contract a new one, YOU will incur excess consumption. For the sake of clarity, each package of Transactions corresponds to the volume of Transactions made available by US to YOU, not the transactions carried out.

7. Excess Consumption. If the Transactions carried out by YOU exceed the amounts provided for in the contracted package, WE may charge additional amounts corresponding to the excess volume used. The amount will be invoiced in the month following the excess consumption, and payment must be made in the manner provided in the Order Form.

8. Delay in Payment and Suspension of Services. Late payment will result in a late payment fine of 2% (two percent), late payment interest of 1% per month (one percent) per month, as well as monetary correction by the positive variation of the IGPM-FGV (or other index of a similar methodology that may replace it) on the amount in arrears, calculated from the due date to the date of actual payment.

9. Taxes. Unless otherwise provided in the applicable Order Form, prices include all applicable taxes. If there is a change in the applicable taxation to increase the applicable tax burden, WE reserve the right to unilaterally readjust the prices to reflect such change, provided that the change in the applicable tax burden is duly proven.

10. Invoice Disputes. If YOU dispute an invoice reasonably and in good faith, no penalty, interest and monetary restatement will apply, while we are cooperating diligently and in good faith to resolve the dispute. The contestation of an invoice by YOU does not relieve you of the obligation to pay the other outstanding invoices or invoices that are yet to be issued and that are not under contestation.

11. Third Party Fees. From time to time, YOU may directly pay certain third-party fees, including costs relating to the Channels. In such cases, such fees will not be included in the prices corresponding to the Subscription Fee and Transaction packages and will be billed directly by the relevant third party, and YOU understand and agree that specific third party billing conditions may apply.

11.1 Additional Terms and Conditions. To the extent that you use a certain Channel (e.g. WhatsApp Business and RCS), YOU understand that you may be subject to additional terms, conditions, charges and restrictions, such as the terms of use and policies of the provider or distributor of this Channel. Where applicable, WE will pass on such additional terms and conditions to YOU, and YOU are responsible for observing and complying with such terms and policies when using them in connection with OUR Services. YOU understand and agree that WE do not control the use of the Channel, other than OUR, made by the Customer, and WE SHALL NOT BE responsible for any improper or unlawful use that YOU make of the respective Channel.

12. Term. The term of the Agreement will be set forth in the applicable Order Form or Work Order. Unless otherwise expressly agreed between us, each Agreement will automatically renew for equal and successive periods, unless either Party expresses otherwise in writing within 90 (ninety) days prior to renewal.

13. Reasonable Termination. In addition to the hypotheses provided for in Clause 12 of these General Terms of Service, we may reasonably terminate our relationship, also for breach of any material obligation provided for, by giving notice within 30 (thirty) days to remedy such breach.

 14. Termination Without Reason. Except as otherwise provided in the Order Form and/or Work Order, YOU may unilaterally and without reason terminate any Contract in force upon payment of a fine equivalent to 50% (fifty percent) of the amounts due in the remaining period of validity of the Contract.

15. Post-Termination Obligations. Upon termination and/or expiration of the Agreement, (a) YOUR rights to access and use the Services will terminate immediately; (b) all licenses and authorizations relating to OUR Intellectual Property granted to YOU ​​will terminate immediately, except as otherwise provided for in this Agreement; and (c) all amounts due and unpaid by YOU will remain due.

16. Aggregate Data. YOU understand and agree that WE may compile and aggregate statistical and quantitative data relating to the performance, operation and use of the Services, and use such aggregated data to generate statistical analyses, reports and insights on the use of the Services, to generate market intelligence information, share such analyses, reports and insights with customers and business partners, and identify and implement improvements to the Services. Such aggregated data will be anonymized and will not contain any information that could identify any individual. The Parties understand and acknowledge that such aggregated data is OUR property.

17. Warranty of Services. WE warrant that during the term of the Agreement, the Services will be substantially made available in accordance with the terms and conditions of the Agreement. Your sole and exclusive remedy for any breach of this warranty is repair or replacement of non-conforming parts of the Services. If the repair or replacement provided for in this clause is not commercially or technically feasible in OUR discretion, then WE or YOU may terminate the Agreement. In such event, WE shall pro-rata reimburse you for any prepaid amounts for the remaining term of the Agreement.

17.1 Warranty Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THE AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZENVIA: (A) MAKES NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY MATTER WHATSOEVER; (B) DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THEREBY; (C) DOES NOT WARRANT THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE UNINTERRUPTEDLY; AND (D) DOES NOT WARRANT THAT THE SERVICES MEET YOUR SPECIFIC REQUIREMENTS AND/OR YOUR SPECIFIC NEEDS.

18. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR DAMAGES ARISING OUT OF WILLISM OR GROSS NEGLIGENCE OF THE PARTIES OR INCIDENTS RELATED TO THE GENERAL PERSONAL DATA PROTECTION LAW, THE TOTAL AND ACCUMULATED LIABILITY IN CONNECTION WITH THE CONTRACT AND THE SERVICES SHALL BE LIMITED TO THE AMOUNT PAID IN LAST 12 MONTHS BY YOU UNDER THE ORDER FORM AND/OR WORK ORDER TO WHICH SUCH LIABILITY RELATES.

19. non-Enticement. During the term of the Agreement and up to 6 (six) months after its expiration or termination, YOU may not directly or indirectly solicit, solicit, employ, hire or attempt to solicit, solicit, employ or hire any of OUR employees, employees or subcontractors who have contributed to the provision of the Services. Likewise, YOU may not encourage, encourage, or in any way request the employee, employee, or subcontractor to terminate the employment contract with ZENVIA, nor influence the relationship. If YOU fail to comply with any of the above restrictions, such practice will comprise an act of undue enticement and will result in the imposition of a fine equivalent to 20% of the amounts on the Contract in question, without limitation of losses and damages.

20. Restrictions on Use. Without prejudice to other restrictions and limitations set forth in any of the documents that make up the Agreement, YOU shall not make, nor permit your Users or any third parties, without authorization, to sell, resell, license, sublicense, rent, distribute or in any other way make the Services available to any third party, including, without limitation, in outsourcing or service bureau arrangements.

21. Integration. The integration of OUR services with any products, services, solutions, systems, computer programs and technologies owned by YOU or third parties (with the exception of standard integrations of OUR Platform, such as, for example, integration with Channels) is not included in the Subscription Fee or in the amount corresponding to the Transaction packages. WE may perform such integrations through Professional Services as described in a Work Order.