Contract

Welcome to the PHISHX Ecosystem!  

 

Thank you for using our products ("PRODUCTS"). The "PRODUCTS" will be provided by P2 TECHNOLOGY INFORMÁTICA LTDA ("P2 TECHNOLOGY" or "P2"), through its SaaS platform with Cloud Computing Architecture for digital security for people (the "PHISHX" or the "PLATFORM)".  

  
 

By this particular Instrument of "CONTRACT" ("CONTRACT"), in the best form of the Law, for being in accordance with all the following clauses, having as Parties "CONTRACTOR" and "CONTRACTOR" hereinafter referred to, individually and indistinctly, as "PARTY" and, jointly, as "PARTIES":  
 

1. "CONTRACTING PARTY", qualified according to the electronic registration carried out on the "phishx.io" website, hereinafter referred to as "CONTRACTING PARTY".  
    

1. P2 TECHNOLOGY INFORMÁTICA LTDA, a company incorporated and existing under the laws of the Federative Republic of Brazil, headquartered in the State of São Paulo, in the City of Cotia, at Rua Jacareí, nº 41, Bairro: Parque Dom Henrique, CEP: 06.716-310 and registered with the CNPJ: 24.843.289/0001-79, (hereinafter referred to as "P2 TECHNOLOGY" or "PHISHX"), hereby represented in the form of its articles of incorporation,  hereinafter referred to as "CONTRACTOR", "P2 TECHNOLOGY" or "P2".  
    
    

FIRST CLAUSE - OBJECT  

  
 

1.1. Under the terms and conditions below, the "CONTRACTOR" will provide the "CONTRACTING PARTY" with the Licensing of the use of non-customizable computer programs (SaaS) of Cybersecurity for People with Cloud Computing Architecture provided for in the use of the "PHISHX" platform, according to the specifications provided for in the Quotation ("QUOTATION" or "QUOTE"), Commercial Proposal ("COMMERCIAL PROPOSAL"), Technical Proposal ("TECHNICAL PROPOSAL") and/or eventual ANNEX(es),  accepted by the "CONTRACTING PARTY", which are integral and binding parts of this "CONTRACT".  

1.1.1. Form and Limits of Use:   

1.1.1.1 Terms of Use: Communications, simulations, training, analysis, consultations, tests and/or other interactions will be made available to the "CONTRACTING PARTY" through remote access to the "CONTRACTOR's technological environment", in compliance with all the terms and conditions established in the Instrument called "GENERAL TERMS AND CONDITIONS OF USE" available on the following website: "https://docs.phishx.io/pt/terms/", which is an integral and binding part of this "CONTRACT", whose compliance must be carried out by the "PARTIES", in the event of divergences between them, the terms of this "CONTRACT" shall prevail.  

1.1.1.2. On the form of availability 'AI IS' (as is): The use of the "PRODUCT" will be allowed only during the term of this "CONTRACT" and in an "AS IS" manner (as is'), that is, without any obligation to (i) modify and/or adapt/adapt to compatibility with other internal formats of the "CONTRACTING PARTY" and/or third parties, as well as (ii) not having,  in turn, the "CONTRACTOR" has any responsibility to adapt the content or provide customizations.  

1.1.1.2.1. The "PRODUCT" will only be made available according to internet standards, such as: videos in MP4 format; images in PNG/JPEG format; PDF documents; training and quizzes in HTML.   

1.1.1.2.2. Any change and/or adaptation necessary for the content to work on the third-party platform will be the sole responsibility of the "CONTRACTING PARTY" and/or third parties delegated by it.  

1.1.1.2.3. Prohibition of use for other purposes: The "CONTRACTOR" and/or third parties delegated by it will not be allowed to make changes to the original content provided by the "CONTRACTING PARTY".  

1.1.1.2.3.1. Any change, customization and/or integration of the original "PRODUCT" and outside the scope of this "CONTRACT" and carried out by the "CONTRACTING PARTY" and by third parties delegated by it will not be the responsibility of the "CONTRACTED PARTY".  

1.1.1.3. Exclusively internal use: The "PRODUCT" must be used only in the "CONTRACTING PARTY", without, in turn, redistribution, sharing or making available to third parties outside the "CONTRACTING PARTY" not authorized and/or outside the internal purposes specified in the "CONTRACT", except with prior written authorization.  

1.1.2. The "CONTRACTING PARTY" is aware that the scope of the "PHISHX" platform contracted is exactly that provided for in the QUOTATION, COMMERCIAL PROPOSAL, TECHNICAL PROPOSAL and/or ANNEX(s) and in this "CONTRACT", and the "CONTRACTOR" is not obliged to provide any functionality, improvement and/or feature incorporated into "PHISHX" after the signature of this "CONTRACT" or accepted, electronic or not,  of the QUOTATION, COMMERCIAL PROPOSAL, TECHNICAL PROPOSAL and/or ANNEX(s).  

1.1.3. In case of a new version, functionality, improvement or feature incorporated into "PHISHX", the "CONTRACTING PARTY" may acquire it through the management panel in "phishx.io", and the "CONTRACTOR" is authorized to charge for the update of the "PRODUCT" as of the following month. In the event that the "CONTRACTING PARTY" reduces, expands, simplifies, improves, ceases and/or creates new features, there will be no change in the amounts already paid, considering the non-change in the scope of the contractual object in force.  

1.1.4. The contractual scope will only be changed upon prior request and written consent of the "CONTRACTING PARTY". In this case, where there is a need for use above the contracted scope, there will be a need for new disbursements, through the formalization of a new QUOTATION, COMMERCIAL PROPOSAL and/or TECHNICAL PROPOSAL.  

1.1.4.1. It is important to highlight that the complete statement of use of its respective subscription is made available online within the "PHISHX" platform, for the due control of the "CONTRACTING PARTY", with full transparency.  

  
 

CLAUSE TWO - INTELLECTUAL PROPERTY  

  
 

2.1. Ownership of Intellectual Property rights  

2.1.1. The use of Intellectual Property rights that appear or are in any way linked to the contractual object herein contracted, shall be restricted to the object of this "CONTRACT" and respective QUOTATION, COMMERCIAL PROPOSAL, TECHNICAL PROPOSAL and/or ANNEX(es), in accordance with the established conditions, and the "PARTIES" shall preserve such rights, whether of their trademarks; copyright; computer programs; as well as the other Intellectual Property rights mentioned herein or not and related to "PHISHX".  

2.1.2. None of the provisions of this "CONTRACT" shall be interpreted as a form of license or assignment of Intellectual Property rights by any of the "PARTIES". In fact, each of the "PARTIES" will remain the sole and exclusive owner of their respective Intellectual Property rights.  

2.2. Restrictions  

2.2.1. The "CONTRACTING PARTY" may not, in any way, copy; reproduce; translate; adapt; modify; alienate; sell; hire; Sublet; cede; transfer; decompile or reverse engineer "PHISHX", in whole or in part, or use "PHISHX" for any purpose other than as specifically authorized to do so, or permit any third party to do so.  

  
 

THIRD CLAUSE - OBLIGATIONS AND RESPONSIBILITIES  

  
 

3.1. Obligations of the "CONTRACTOR"  

3.1.1. In addition to the obligations set forth in this "CONTRACT", the "CONTRACTOR" shall be responsible for:  

3.1.1.1. Keep the contractual object available for 24 (twenty-four) hours a day, seven (7) days a week, except: (i) during planned interruptions (which will be notified by the "CONTRACTOR" at least eight (8) hours in advance through (a) E-mail; or (b) notice on "PHISHX"; or (c) through the website: "phishx.io", which will be scheduled as far as possible during the weekend hours of 6 a.m. (Brasília time) on Friday until 03:00 (Brasilia time) on Monday or (ii) any unavailability caused by acts of God or force majeure; government actions; flooding; Fires; Earthquakes; civil conflicts; acts of terrorism; strikes or labor problems (except those involving employees of the "COMPANY"), failures or delays of the Internet service provider.  

3.1.1.2. Provide trained personnel, so that the contractual object is executed within a standard of quality and technical perfection required by the market.  

3.1.1.3. To make available to the "CONTRACTING PARTY" for download a file with the data of the results obtained in the simulations, communications and/or training carried out on the "PHISHX" platform ("DATA"), for a period of up to thirty (30) days, counting from the effective cancellation of the contractual object or the end of the term of this "CONTRACT". After this period of thirty (30) days, the "CONTRACTOR" will not be obliged to maintain or provide the "DATA" of the "CONTRACTING PARTY", and the latter will be aware that they will be removed from the "CONTRACTOR's systems", except when prohibited by law or court decision.  

3.1.1.4. Offer free remote support regarding the use of "PHISHX". Requests can be made by filling out a form at the address "phishx.io" or via e-mail through the address "suporte@phishx.io". Responses will be sent by the next business day and during business hours, from 9 am to 6 pm (Brasília time).  

3.2. Obligations of the "CLIENT"  

3.2.1. In addition to the obligations set forth in this "CONTRACT", the "CONTRACTING PARTY" shall be responsible for:  

3.2.1.1. Take all security measures so that its personnel and/or third parties do not violate any Intellectual Property rights of the "CONTRACTOR" or any third party, as well as notify the "CONTRACTOR" immediately in the event of any violation of the Intellectual Property of which it becomes aware.  

3.2.1.2. Take all necessary measures for "PHISHX" to be used, both by its employees and by persons delegated by it, in compliance with the "GENERAL TERMS AND CONDITIONS OF USE" and will be responsible for any violations of the Intellectual Property of the "CONTRACTOR" or any third party, arising exclusively from the culpable and/or intentional acts of the "CONTRACTING PARTY" or persons delegated by it. Otherwise, the "CONTRACTOR" may, regardless of prior notice to the "CLIENT", block or suspend the use of "PHISHX" by the "CLIENT" for an indefinite period, without any right to reimbursement and/or indemnification, and the "CLIENT" is solely and exclusively responsible for the damages it may suffer due to its improper use of "PHISHX", under the terms presented herein. For the purposes of this "AGREEMENT", misuse, but not limited to, the importation of an unauthorized list of training targets; sending SPAM; use of third-party images and/or publication of offensive, immoral and/or illegal content.  

3.2.1.3. Always keep your registration with the "CONTRACTOR" updated through the website: "phishx.io" immediately communicating whenever there are any changes in your data, including, but not limited to, address; telephone; Email, area and person responsible for contact.   

3.2.1.4. The "CONTRACTOR" ratifies its legal commitment to protect the data provided, in accordance with the provisions of the General Data Protection Law, which is specified in detail under the terms of Clause 6.2, as well as in its "PRIVACY POLICY", available at the following website: "contrato.phishx.io", which is an integral and binding part of this "CONTRACT",  whose consent must be granted when using this contractual object, if there are divergences between both, the terms of this "CONTRACT" shall prevail.  

3.2.1.5. Be fully and exclusively responsible for the acts performed by users and third parties, authorized by the "CONTRACTING PARTY" to access "PHISHX" through the creation of new user accounts.  

3.3. Representations and Warranties of the "PARTIES"  

3.3.1. By this instrument and in the best form of law, the "PARTIES" declare and warrant that:  

3.3.1.1. The execution of this "CONTRACT" does not violate any obligation, contract, law or regulation to which they are bound; and  

3.3.1.2. They have full power and capacity to enter into this "AGREEMENT" and comply with their obligations in the manner established herein; and  

3.3.1.3. The execution of this "CONTRACT" does not infringe Intellectual Property rights; Patents; Brands; trade secrets or equivalents of third parties, under penalty of compensation for losses and damages ascertained.  

3.4. Limitation of liability  

3.4.1. It is stipulated that in any case of losses suffered by any of the "PARTIES", the compensation due by the other "PARTY" may not exceed the total amount effectively paid by the "CONTRACTING PARTY" up to the time of the occurrence of the loss.  

3.4.2. Considering that the "CONTRACTOR" uses third-party resources for the execution of this contractual object and that these interact with Google Cloud, AWS and IBM Cloud services, as well as depend on the continuous availability of Google Cloud, AWS and IBM Cloud Services, in the event that Google Inc., AWS Inc. and IBM Corp. cease to provide their respective services under reasonable conditions for the operationalization of the "PHISHX" platform,  the "CONTRACTOR" may interrupt the provision of such resources, without the "CONTRACTING PARTY" being entitled to any refund, credit or other compensation.  

3.5. Exclusion of damages  

3.5.1. The "CONTRACTOR" is exempt from any liability related to damages of any nature that may be caused by virtue of the access; interception; elimination; alteration; modification or manipulation, by unauthorized third parties, of the files and communications stored, transmitted or made available to third parties through "PHISHX" coming from the "CONTRACTING PARTY", and, therefore, the "CONTRACTOR" shall be exempt from any imputation in this regard, being responsible only for its sole and exclusive acts resulting from its respective intent and/or fault.  

  
 

CLAUSE FOUR - VALUE  

  
 

4.1. By the present contractual object, the "CONTRACTING PARTY" will pay the "CONTRACTOR" the amount provided for and within the deadlines established in the QUOTATION, COMMERCIAL PROPOSAL, TECHNICAL PROPOSAL and/or ANNEX(es), under penalty of payment of the non-compensatory fine in the percentage of 20% (twenty percent) of the contractual value.   

4.1.1. The payment of the amount provided for in the previous item will be made through electronic financial transfer (PIX and/or TED).  

4.1.1.1. PIX and/or TED: The "CONTRACTING PARTY" is aware that the electronic financial transfer must be executed during banking hours compatible with this financial operation. In this sense, the "CONTRACTING PARTY" is obliged to pay attention to the due dates of the amounts and, if there are doubts about the bank details for the execution of the PIX and/or TED, it must contact the "CONTRACTOR", in advance, on the website: "phishx.io" or through the e-mail "financeiro@phishx.io".  

4.1.2. The amounts due and not paid, in a timely manner, including those referring to the first installment before the release of access to "PHISHX", will be subject to monetary adjustment according to the variation of the General Price Index - Market of Fundação Getúlio Vargas ("IGP-M/FGV"), between the due date and the date of effective payment, as well as a fine of 10% (ten percent) and interest of 1% (two percent) per month,  without prejudice to any other right of the "CONTRACTOR" under this "CONTRACT", especially those to suspend or block, after 05 (five) calendar days of default, regardless of prior notice, access to "PHISHX".  

4.1.3. In the event that the "CONTRACT" is extended under the terms of Clause 5.1, the contractual value will be readjusted every 12 (twelve) months, always from the date of the QUOTATION, COMMERCIAL PROPOSAL, TECHNICAL PROPOSAL and/or ANNEX(es) closed, by the IGP-M/FGV or by another official index that may replace it or, in its absence of a substitute,  by the simple average of the main economic indices that calculate the accumulated annual inflation.  

  
 

CLAUSE FIVE - TERM AND TERMINATION OF THE CONTRACT  

  
 

5.1. Deadline  

5.1.1. The term of validity of this "CONTRACT" begins on the date of invoicing of the Invoice, the date on which access to "PHISHX" will be released, ensuring, from then on, the total term of execution of the contractual object, for the total period provided for in the QUOTATION, COMMERCIAL PROPOSAL, TECHNICAL PROPOSAL and/or ANNEX(s).  

5.1.2. The term of this "CONTRACT" may be renewed for an equal or longer period, provided that there is interest from both "PARTIES", as well as through the signature of the competent "AMENDMENT TERM" entered into specifically for this purpose.  

5.1.3. This contractual object is prepaid, except for specific negotiation provided for in QUOTATION, COMMERCIAL PROPOSAL, TECHNICAL PROPOSAL and/or ANNEX(s).  

5.2. Contractual Termination  

5.2.1. This "CONTRACT" may be terminated in the following cases:  

5.2.1.1. At any time, in case of violation or default to its clauses and conditions, regardless of judicial or extrajudicial interpellation, as well as in case of request for judicial or extrajudicial reorganization and/or bankruptcy of any of the "PARTIES", pursuant to Law No. 11,101 of 02/09/2005.  

5.2.1.2. In the event of termination due to non-compliance with any contractual clause and/or its integral and binding documents, due to the sole and proven fault of the "INFRINGING PARTY", the "INNOCENT PARTY" will notify the "INFRINGING PARTY" so that it complies with the obligation or remedies the omission in which it has incurred within 10 (ten) business days, counted from the receipt of the competent written communication. If it does not do so, it will bear a non-compensatory fine in the amount of 20% (twenty percent) of the contractual value and this "CONTRACT" will be terminated by operation of law, without prejudice to other applicable legal penalties.  

5.2.1.3. In the case of (i) standard payment, i.e. prepaid payment of annual subscription; biannual; triennial; or of a longer term; or (ii) payment exceptionally in installments, no kind of return and/or reversal of the payment(s) made by the "CONTRACTOR" to the "CONTRACTING PARTY" will be effected, as well as there will be no cancellation of any payment schedule, exceptionally, in installments, which must be paid regularly, and there is no waiver of payment referring to the full contractual value and,  consequently, of all installments, it is a single contractual amount due, only being paid in installments, under penalty of payment of the fine already provided for in Clause 4.1 above, without prejudice to the immediate full payment due in the "CONTRACT".  

  
 

SIXTH CLAUSE - CONFIDENTIALITY, DATA PROTECTION AND THE USE OF ARTIFICIAL INTELLIGENCE SYSTEMS 
 

  

6.1. Confidentiality  

6.1.1. Each "PARTY" undertakes to (i) keep and treat as confidential and not disclose to third parties any Confidential Information related to "PHISHX"; services; goods; Proposals; Contracts; Documents; user data; templates; industry secrecy; and others; as well as (ii) not to use said information for any purpose, other than as strictly provided for in this "AGREEMENT".  

6.1.2. Both the "PARTIES" and their legal representatives, directors, employees, analysts, agents and consultants, including lawyers, accountants, auditors, analysts and financial consultants, are subject to the duty of secrecy and confidentiality provided for in this "AGREEMENT".  

6.1.3. Limitations of Confidentiality. The stipulations and obligations contained herein shall not apply to any information that:  

6.1.3.1. Is in the public domain at the time of disclosure;  

6.1.3.2. Is independently developed by the receiving "PARTY" without reference to the Confidential Information, provided that the receiving "PARTY" can prove this fact;  

6.1.3.3. Is disclosed due to: (i) applicable legal requirement, (ii) court order or decision or in administrative or arbitration proceedings, or (iii) request from any authority or regulatory body in Brazil. In any of the situations provided for in this clause, the "PARTY" that has to disclose the Confidential Information will only do so to the extent required by such administrative, arbitral or judicial order, undertaking to take all measures reasonably necessary to preserve the confidentiality of the Confidential Information, provided that the receiving "PARTY" has notified the existence of such order,  previously and in writing, to the revealing "PARTY", giving it time to plead for the protection measures it deems appropriate;  

6.1.3.4. Is in the possession of the receiving "PARTY" at the time of the disclosure, according to pertinent evidence presented before the disclosure; or  

6.1.3.5. Is disclosed to the receiving "PARTY" by third parties, without breach of any confidentiality obligation.  

6.1.5. The "PARTIES" acknowledge that any breach of the confidentiality obligations of this "AGREEMENT" may cause damage to the other "PARTY" in an amount not readily measurable. Therefore, the "PARTIES" agree, without prejudice to other applicable rights or measures, that the infringing "PARTY" shall repair the "PARTY" revealing the damages actually suffered by it.  

6.1.6. The confidentiality obligation provided for herein will remain in force as long as the confidentiality of the information received persists.  

6.2. Data protection  

6.2.1. Without limiting the foregoing, the "CONTRACTOR" undertakes to maintain the appropriate administrative, physical, digital and technical defenses to protect the security, confidentiality, integrity and privacy of the "CONTRACTING PARTY's" data, in accordance with the provisions of the General Data Protection Law, under the terms of its "PRIVACY POLICY".  

6.2.2. The "CONTRACTOR" undertakes not to (i) change the data of the "CLIENT"; (ii) disclose the "CLIENT's" data, except in the legal cases provided for or if the "CLIENT" expressly permits; (iii) access the data of the "CONTRACTING PARTY", except for the specific purpose of this contractual object; support; curating or solving technical problems or at the request of the "Client" regarding customer support aspects.  

6.2.3. The "PARTIES" undertake to protect the personal data of their clients; Users; Suppliers; employees and other individuals, through appropriate, assertive, transparent policies and practices and in accordance with legal requirements. An integral and binding part of this "CONTRACT" is the "PRIVACY POLICY" available on the following website: "contrato.phishx.io", whose compliance must be carried out by the "PARTIES".  

6.2.3.1. As a result of this commitment, in situations that may require the joint action of the "PARTIES" to prove their policies and practices, as well as the correct processing of data - even if from a certain holder who, due to this "CONTRACT", may claim against the 02 (two) companies - none of the "PARTIES" may fail to collaborate to elucidate and provide clarifications to the holders themselves or public agents invested with the power-duty to act,  directly or indirectly, in the protection of privacy, within the limits of their effective responsibility and the possible and reasonable effort, without any prejudice to, in another sphere, being individually liable for an obligation attributable only to one of them, due to the duty to protect the rights of the holders.  

6.2.4. Considering that each signatory has its personal data protection policies and practices and that, by the principle of multiplication, both must ensure that their business partners comply with the duties of personal data protection, the "PARTIES", where there is no incompatibility due to the type of business; environment; applied technology; type of treatment; obligations to other customers and partners; economic capacity; etc., shall observe, as appropriate and within the limits of their responsibilities, each other's policies, as well as comply with the legal provisions provided for, contributing to the individuals affected by this "CONTRACT" being, in the environments of the 02 (two) "PARTIES", protected and respected.  

6.2.4.1. Due to the item above, it is inconceivable and unacceptable that one of the "PARTIES" does not adopt personal data protection and privacy practices compatible with its business; segment; intricacy; activities and technical-economic capacity, which is why, in good faith, the "PARTIES" declare to be in compliance with the applicable rules and, at any time, the absence of demonstration of this, by simple request, will subject the defaulting "PARTY" to bear the burdens of the termination for just cause of this Instrument, in addition to those, reasonably, resulting from losses that it may cause to the other "PARTY".  

6.3. Use of Artificial Intelligence Systems  

6.3.1. The "CONTRACTOR" declares and guarantees that the Artificial Intelligence Systems eventually used in the execution of the object of the "CONTRACT" are lawful, comply with the applicable laws and regulations and do not infringe the rights of the "CONTRACTING PARTY" or third parties. The "CONTRACTOR" undertakes to adopt the necessary steps to ensure these conditions, both in internal development and with suppliers, informing the "CONTRACTING PARTY" about the current and future use of Artificial Intelligence Systems and their impacts on the supply of the "PRODUCT".  

6.3.2. The "CONTRACTOR" undertakes to provide the "CONTRACTING PARTY", within a reasonable period, with all relevant and necessary documentation, as well as to provide due assistance, when requested, to prove the legality of the Artificial Intelligence Systems used and/or to meet requests from third parties impacted by such technologies and/or from competent authorities.  

6.3.3. The "CONTRACTOR" undertakes to notify, within a reasonable period, the "CLIENT" about any changes and/or incidents that may affect the conditions of legality herein ensured, and must provide the necessary clarifications and instructions to the "CLIENT".  

 

SEVENTH CLAUSE – ETHICAL AND ANTI-CORRUPTION CONDUCT  

  
 

7.1. General Terms of Ethical Conduct and Anti-Corruption  

7.1.1. In the performance of their duties, the "PARTIES" undertake to comply with the provisions of the Instrument called "GENERAL TERMS OF ETHICAL CONDUCT AND ANTI-CORRUPTION" available on the following website: "https://docs.phishx.io/pt/terms/ethics.html", which is an integral and binding part of this "AGREEMENT", whose consent must be granted when using this contractual object, under penalty of termination of this "CONTRACT",  without prejudice to the applicable legal measures.  

CLAUSE EIGHT – PENALTIES  

8.1. In the event of non-compliance with any provision of this "CONTRACT", the "INNOCENT PARTY" will send the "INFRINGING PARTY" a written notification, giving it a period of 10 (ten) business days, to comply with the contractual obligation infringed.  

8.1.2. If the "INFRINGING PARTY" does not comply with the notification by repairing the fault within the established period or within the period accepted by the "INNOCENT PARTY", it authorizes, at its sole discretion, to apply a fine of 20% (twenty percent) of the total contractual value, without prejudice to the right to terminate this "CONTRACT", as well as without prejudice to the application of specific fines contained in this "CONTRACT".  

8.1.3. The application of a fine will not exempt the "INFRINGING PARTY" from responsibility for the losses and damages it causes.  

 

CLAUSE NINE - GENERAL PROVISIONS  

  
 

9.1. Succession  

9.1.1. This "CONTRACT" binds the "PARTIES" and their successors, whether in any capacity.  

9.2. Assignment  

9.2.1. This "AGREEMENT" and any rights granted hereunder may be assigned and transferred by both "PARTIES", after express consent.  

9.3. Subsistence  

9.3.1. All provisions of this "AGREEMENT" that provide for the observance of obligations or responsibilities after the termination of this "AGREEMENT" shall survive its termination and shall continue in full force and effect, especially with regard to Intellectual Property, Confidentiality and Privacy of Data and Information.  

9.4. Independence of the "PARTIES"  

9.4.1. Both "PARTIES" expressly acknowledge that the only legal bond between them results from this "CONTRACT" or from contracts formally signed between them.  

9.4.2. No provision in this Instrument shall be construed in such a way as to place the "PARTIES" as partners; Associated with; consortium members; lending or joint or subsidiary liability, of any kind, including, but not limited to, civil liability; Administrative; labor and fiscal-tax.  

9.4.3. The "PARTIES" shall conduct their business in their own names and shall be separately liable for the acts and conduct of their employees and agents.  

9.5. Labor obligations  

9.5.1. This "CONTRACT" is of a strictly civil nature, and there is no employment relationship between the "CONTRACTING PARTY" and the employees, directors or agents of the "CONTRACTOR" and vice versa, with all expenses with the respective personnel, including the respective salaries, being borne exclusively by the person who causes it; labor charges; and any other installments of any nature, perhaps, related to said bond.  

9.5.1.1. Labor lawsuits that may arise as a result of this "AGREEMENT" will be regulated according to the provisions below:  

9.5.1.1.1. If the "CONTRACTING PARTY" is sued in court, at any time, in the labor field by an employee, agent or third party who has provided services to the "CONTRACTOR", the latter undertakes to: (i) voluntarily intervene in the fact, pleading for the exclusion of the "CONTRACTING PARTY" from the passive pole of the respective claim; (ii) provide all the guarantees and guarantees ordered during the processing of the deed, whether in the first or second instance; (iii) assume full and exclusive responsibility for the payment of pecuniary condemnations and measures claimed, keeping the "CONTRACTING PARTY" safe and exempt from any burden and/or financial disbursement in any way related to the proceeding in progress; and (iv) bear the procedural expenses borne by the "CONTRACTING PARTY" resulting from its inclusion in the referred proceedings, including attorneys' fees and other expenses necessary for the effective defense and full monitoring of the process, provided that the hired professionals are previously indicated or their hiring authorized by the "CONTRACTOR".  

9.5.1.1.2. The "CONTRACTOR" shall request the exclusion of the "CONTRACTING PARTY" at the first opportunity in which it manifests itself in the records or in a hearing, if the "CONTRACTING PARTY" is included in the passive pole of claims filed by employees, collaborators and/or third parties linked to the "CONTRACTOR".  

9.5.1.2. The "PARTIES" also agree that other responsibilities will be governed according to the following provisions:  

9.5.1.2.1. The "CONTRACTOR" will be solely responsible for the burdens related to labor, social security, federal, state and municipal taxes, FGTS and any others arising from the employment relationship between it and its employees, in charge of performing the services object of this "CONTRACT".  

9.5.1.2.2. The "CONTRACTOR" undertakes to have its technical personnel duly registered in the Employee Registry book and undertakes to fully and accurately comply with all labor and ancillary obligations with the labor and social security inspection bodies, as well as to present all competent certificates proving tax, social security, social and/or other tax payments,  whenever requested by the "CONTRACTING PARTY", under the terms of this "CONTRACT".  

9.5.1.2.3. The "CONTRACTOR" shall also be responsible for any and all labor and social charges related to its employees and collaborators used during the execution of this contractual object to the "CONTRACTING PARTY", including: salaries; insurance; compensation for dismissals or work accidents; notice; 13th salary; overtime; night bonus; vacation; fiscal and parafiscal social contributions; in addition to the other charges, perhaps, not named herein, including other rights, eventually, provided for in collective rules of the category of employees and collaborators of the "CONTRACTOR".  

9.6. Economic results  

9.6.1. This "CONTRACT" does not bind any of the "PARTIES" in relation to the other as to the present or future economic results of their respective businesses, and therefore none of them is responsible in relation to the other, for such results, whether during the term of this "CONTRACT" or even after its termination, in any way, being certain that the contractual object constitutes an obligation of means and not of result.  

9.7. Severability  

9.7.1. If any clause of this Instrument is considered illegal, void or incapable of being fulfilled for any reason, this provision shall be considered a separate clause from the remaining part of this "AGREEMENT" and shall not affect the validity or enforceability of the fulfillment of the terms of the remainder of this "AGREEMENT".  

9.8. Modification of the "CONTRACT"  

9.8.1. This "AGREEMENT" may be amended at any time by the "PARTIES", through the execution of a specific "AMENDMENT" for this purpose, which must be signed by both "PARTIES".  

9.9. Revocation of Previous Contracts and Conditions  

9.9.1. This "AGREEMENT" and its respective conditions revoke, as of this date, in a broad and unrestricted manner, for all legal purposes, all previous Contracts and Amendments.  

9.10. Applicable law  

9.10.1. This "CONTRACT" and the fulfillment of the obligations set forth therein shall be governed by the laws of the Federative Republic of Brazil and interpreted in accordance with its provisions.  

9.11. Integral and binding documents of this "CONTRACT"   

9.11.1. The following are documents that are integral and binding to this "CONTRACT" and are available on the https://docs.phishx.io/pt/terms/ website, whose compliance must be carried out by the "PARTIES", in case of divergences between them, the terms of this "CONTRACT" shall prevail:  

9.11.1.1. GENERAL TERMS AND CONDITIONS OF USE;  

9.11.1.2. PRIVACY POLICY;  

9.11.1.3. GENERAL TERMS OF ETHICAL AND ANTI-CORRUPTION CONDUCT;  

9.11.1.4. ADDITIONAL TERMS OR PRODUCT REQUIREMENTS: For the purpose of improving the contractual object, as well as because "PHISHX" is dynamic in nature, Additional Terms or Product Requirements (including age requirements) may sometimes be applied.   

9.11.2. The reading and respective consent to the documents that are part of and binding to this "CONTRACT" mentioned above must be checked through the act of signing this "CONTRACT", under the terms of Clauses 9.12.  

9.12. Electronic Signature, Acceptance and/or Agreement  

9.12.1. The "PARTIES" expressly agree to use and recognize as valid the electronic signatures and/or accepted as a form of proof of agreement to the terms, hereby agreed, in electronic format. The formalization of the terms in the manner agreed upon above will be sufficient for the validity and full binding of the "PARTIES" to this "CONTRACT", pursuant to article 10, paragraph 2, of Provisional Measure No. 2,200-2/2001.  

 

9.13. Obligations after termination of the Agreement  

9.13.1. The termination or termination of this "CONTRACT", for any reason, will not exempt the "PARTIES" from complying with the obligations and responsibilities assumed during its term, whose deadlines still persist.  

9.14. Jurisdiction   

9.14.1. The Court of the District of São Paulo, in the State of São Paulo, is hereby elected to settle any claims arising from this "CONTRACT", with waiver of any other, however privileged it may be or may be.  

9.15. Effects  

9.15.1. The effects of this "CONTRACT" will be considered from the date of invoicing of the Invoice, the date on which access to "PHISHX" will be released.  

 

Brazil - São Paulo/SP - April 1, 2025.   

 

 

TIME PHISHX LEGAL & COMPLIANCE  
P2 TECHNOLOGY INFORMÁTICA LTDA  

CNPJ: 24.843.289/0001-79