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Termos de Uso

By means of this instrument, entered into by and between ONEBRAIN SOLUCOES EM TECNOLOGIA LTDA, a private legal entity, registered under CNPJ nº 02.677.328/0001-72, headquartered at Rua Oscar Alves Costa, nº 101, Jardim Santa Genebra (Barão Geraldo), in the city of Campinas/SP, ZIP code: 13084-762, herein represented by its legal representative, hereinafter referred to as the LICENSOR or simply ONEBRAIN, owner of the software for outplacement and hiring of technology professionals with contracts about to expire or that have expired, known as Grilo, and the LICENSEE – outsourcing/hunting companies, software houses, systems implementers, general technology services, startups, and technology professionals who are interested in registering technology professionals with contracts about to expire or expired, for sharing new market opportunities.

By joining the Platform, the LICENSEE, as referred to in these terms as the user of the services, agrees to fully and without reservations accept all the terms and conditions of this Terms of Use and SaaS License Agreement. The Grilo Privacy Policy is part of these Terms of Use and, by registering, its acknowledgement is declared.

BY INDICATING YOUR ACCEPTANCE OF THESE TERMS, OR BY ACCESSING OR USING ANY SERVICES, THE LICENSEE AGREES TO ABIDE BY ALL THE TERMS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT, WE RECOMMEND THAT YOU DO NOT USE ANY OF OUR SERVICES.

The LICENSOR may update or amend these Terms of Use at any time. After the publication of amendments to these Terms of Use on its platforms/websites, the LICENSEE’s continued use of the Services or Websites constitutes the LICENSEE’s express agreement to the Terms of Use, as amended.

This usage agreement grants the LICENSEE the temporary and transitory possibility of accessing the services provided by the LICENSOR’s platform according to the contracted period and sets out the basic terms and conditions under which these products and services shall be delivered. This Agreement will govern the initial purchase of the service, as well as any future purchases made by the LICENSEE that reference this Agreement.

CLAUSE I – OBJECT

1.1. Under this instrument, the LICENSOR grants, for a fixed term, the rights to use the software owned by ONEBRAIN, called Grilo, and its respective products, in accordance with the terms selected during the purchase, for use in a cloud/web environment, via ONEBRAIN, under the terms of this agreement.

1.2. Grilo is a SaaS (Software as a Service), which is currently in the Beta Program, available to its users at no charge during this period, and will offer outplacement services and hiring of technology professionals with contracts about to expire or that have already expired.

1.3. For the initial version of the platform – considered the beta version – the interaction will be from company to company. On the one hand, companies that have professionals interested in searching for new market opportunities and, on the other hand, companies that have job openings for these professionals.

1.4. Grilo, the object of this agreement, allows the LICENSEE to use all the functionalities described in this agreement based on what was agreed upon at the time of purchase. The LICENSEE will only have access to the system functionalities selected at the time of contracting.

1.5. The software developed by ONEBRAIN will never be installed on the client’s environment; it is installed on servers owned by ONEBRAIN or subcontracted by it, and the LICENSEE is fully aware that it will only be able to access it via the Internet.

1.6. ONEBRAIN uses advanced and modern security mechanisms to store confidential data. However, the LICENSEE acknowledges that in the event of security vulnerabilities in the existing systems arising from actions and/or events beyond ONEBRAIN’s control, ONEBRAIN shall not be held liable for any damages, as well as for any losses or damages resulting therefrom.

CLAUSE II – OPERATIONALIZATION OF THE SOFTWARE AS A SERVICE (SAAS)

2.1. At the time of contracting, ONEBRAIN grants the LICENSEE the release for the use of Grilo software. For the initial version, there will be no monthly fee, and this condition may be changed at any time, at which point the LICENSEE will be made aware of the new conditions and may continue using the platform if they so desire.

2.2. To use the software, the LICENSEE will create a username and password to access said user, as well as provide ONEBRAIN with all necessary data for its registration, being civilly and criminally liable for the information provided. If the data provided by the LICENSEE at the time of registration is incorrect or incomplete, making it impossible to verify and identify the LICENSEE, ONEBRAIN shall have the right to cancel this agreement, without being held responsible or liable to reimburse the LICENSEE.

2.2.1. There will also be the possibility of accessing the platform via social login, using LinkedIn.

2.3. If the LICENSEE chooses to stop using the software, it must provide 30 (thirty) days’ advance notice by sending an email to [email protected] requesting the cancellation and indicating the username (or the link to the LinkedIn profile used in the registration), company, position, and reason for terminating the account. Once the request is made, our team will review the information and proceed with deleting the account, as well as any professionals you may have registered. If deletion is not required, you must indicate, in the same cancellation request, the username that will inherit the registered professionals.

CLAUSE III – TECHNICAL SUPPORT AND SLA

3.1. The Service Level Agreement (SLA) means the service level agreement to be guaranteed by ONEBRAIN to the LICENSEE, aimed at establishing the minimum operating time of the products. Since no software and/or system can guarantee 100% (one hundred percent) uptime, ONEBRAIN does not provide, through this Agreement, any guarantee that the software will always be in perfect working condition, free from errors and bugs, or operate without interruptions, especially, but not limited to, the contracted software.

3.1.2. Nevertheless, ONEBRAIN will always use its best efforts so that the software remains in perfect working order and that any errors or bugs are resolved quickly, under the terms agreed upon herein for providing support services.

3.2. ONEBRAIN ensures that the contracted product will be operational throughout the entire contracted period, and ONEBRAIN is exempt from liability for any losses suffered by the LICENSEE due to system operation failures.

3.3. ONEBRAIN will provide support to resolve issues during business hours, Monday through Friday, excluding holidays or extended holidays, through technically qualified professionals, which may be solved remotely and immediately. Should it not be possible, depending on the degree of technical complexity, the issue will be forwarded to the appropriate technical department of ONEBRAIN, which will investigate the problem and present the proper recommendation and/or solution.

CLAUSE IV – OBLIGATIONS OF THE PARTIES

4.1. The obligations of ONEBRAIN include, in addition to other provisions of this instrument:

  1. Be fully responsible for the correct use of the provided services, acknowledging that ONEBRAIN shall not, under any circumstances, be responsible for any error/failure of software usage or damages caused by the LICENSEE or its representatives;
  2. Preserve and safeguard any electronic document belonging to the LICENSEE that has been entrusted for storage under this agreement, and it is forbidden to use it for any purpose unrelated to this agreement;
  3. Be responsible for the origin, authorship, and authenticity of any software it uses;
  4. Make available the users for using the software in the manner provided on the corresponding contracting page, on the Internet;
  5. Carry out necessary interruptions for technical adjustments or software maintenance, notifying the LICENSEE in advance whenever possible.

4.2. The obligations of the LICENSEE include, in addition to other provisions of this instrument:

  1. Provide valid and truthful registration data and update them when necessary, keeping the data duly updated, under penalty of termination of this instrument;
  2. Be liable for the truthfulness of the registration information provided when entering into this instrument. Any information provided for registration, consultation, and use of the software is the sole responsibility of the LICENSEE, which assumes full and exclusive administrative/tax, civil, and criminal liability for any information it may disclose, or for any damages arising from its misuse or malfunction, including any applicable charges;
  3. Agree to hold ONEBRAIN harmless and, if necessary, indemnify it for losses and damages resulting from any administrative proceeding or judicial action in the civil, criminal, labor, administrative/fiscal, or tax sphere, resulting from the unlawful use of the services contracted herein;
  4. Use all available means to protect itself from possible invasion by “hackers” or “crackers”;
  5. Comply with ONEBRAIN’s technical and security criteria;
  6. Use the information obtained from the software in accordance with the current law;
  7. Agree to automatically receive emails generated by ONEBRAIN’s systems or emails from the support, sales, and finance teams of companies associated with ONEBRAIN, and not to report as SPAM any email received from ONEBRAIN;
  8. Keep at its immediate disposal the express authorization of the employees whose information is disclosed on the Grilo platform.
  9. Ensure that the data subject, namely the technology professionals, is fully aware of the registration, data sharing, and consents to the use of their personal and professional data. ONEBRAIN reserves the right to request, from the LICENSEE at any time, evidence demonstrating the data subject’s full awareness.

CLAUSE V – PAYMENT AND PAYMENT METHOD

5.1. While Grilo remains in the Beta Program, ONEBRAIN will not charge any fees to the LICENSEE, a condition that may be changed at any time, at which point the LICENSEE will be informed of the new conditions and may agree to them if desired.

CLAUSE VI – INTELLECTUAL PROPERTY

6.1. The LICENSEE expressly acknowledges that all intellectual property rights related to the ONEBRAIN software, including its name, brand, domain, trade secrets, data organization, programming language, source code, and/or any other intellectual property rights, belong solely to ONEBRAIN, and they will only be used and/or transferred to the LICENSEE as provided in this Agreement.

6.2. The Parties, within their respective assignments, declare that the provision of the services and the content made available do not infringe upon any third party’s Intellectual Property rights and that they will obtain the necessary licenses, when required, to fulfill the services.

6.3. All materials, documents, trademarks, programs, and technologies of ONEBRAIN are protected by copyright and are the property of ONEBRAIN.

6.4. The Parties declare that no rights over these contents are being acquired under this contractual instrument, and any breach of those rights may lead to the adoption of applicable legal measures.

6.4.1. The LICENSEE is prohibited from engaging in the following without the prior and express written authorization of ONEBRAIN, and shall be fully subject to the immediate suspension of its software usage and cancellation of the contracted term, without any contractual refunds by ONEBRAIN, as well as a compensatory fine:

  1. Alienating, selling, distributing, sublicensing, leasing, subleasing, renting, lending, donating, disposing of, assigning, pledging, reproducing, giving away, alienating in any form, transferring in whole or in part, under any modality, free of charge or for consideration, temporarily or permanently, the platform, as well as its modules, parts, manuals, and/or any rights related to them;
  2. Disassembling, decompiling, or using any other means to obtain, access, or attempt to obtain or access the source code of the platform and/or any data or Confidential Information related to them;
  3. Any unauthorized use of texts, images, or any other works protected by copyright law.

6.4.2. In the event of non-compliance with the obligations set forth in the previous clause, the infringing party shall indemnify the other party for the losses incurred as a result of the breach, which shall be subsequently determined, in addition to moral damages.

6.5. The Parties undertake to inform each other of any infringement of intellectual property of which they become aware.

6.5.1. ONEBRAIN bears exclusive responsibility for: (a) ensuring that its internal IT systems and how the licensed software features are used do not infringe third-party intellectual property rights; (b) ensuring that its internal IT systems do not contain or disseminate any illegal or immoral content, viruses, or malicious software, nor are employed to disseminate any unauthorized or unsolicited advertising or promotional materials.

6.5.2. The LICENSEE shall not, without the express authorization of ONEBRAIN: (a) interfere with, modify, or disable any security devices, features, or controls of the Grilo services or the licensed features; (b) circumvent, evade, remove, disable, or in any way disrupt any of the protection mechanisms of ONEBRAIN services or the licensed features; or (c) perform reverse engineering, decompile, disassemble, or derive the source code, underlying ideas, algorithms, structures, or organizational forms of ONEBRAIN services or the licensed features.

6.5.3. The LICENSEE bears exclusive responsibility for: (a) ensuring that its internal IT systems and the manner in which it uses ONEBRAIN services or the licensed features do not infringe upon the intellectual property rights of third parties; (b) ensuring that its internal IT systems do not contain or disseminate illegal or immoral content, viruses, or malicious software, nor are they used to disseminate any unauthorized or unsolicited advertising or promotional materials.

CLAUSE VII – CONFIDENTIALITY AND SECRECY

7.1. The Parties shall treat as strictly confidential and shall neither disclose nor otherwise use, except for the purpose of fulfilling their obligations and exercising their rights as provided herein, the Confidential Information of each other and all information received or obtained as a result of entering into or performing this Agreement.

7.2. “Confidential Information” means information related to ONEBRAIN and the LICENSEE and/or any of their clients, suppliers, etc., or any aspect of their businesses or operations, including but not limited to ideas, concepts, know-how, techniques, designs, specifications, drawings, copies, diagrams, models, samples, flowcharts, computer programs, disks, tapes, marketing plans, customer names, veterinarians, and any other technical, financial and/or commercial information provided by one Party to the other, arising from this Agreement, which shall be considered confidential, restricted, and the exclusive property of the Party disclosing it.

7.3. The following are excluded from the confidentiality obligations herein provided:

  1. Information that is made available to the public other than by disclosure by the Parties;
  2. Information that was already known to one or both Parties before access to the Confidential Information, pursuant to this Agreement;
  3. Information that the Party, its employees, and service providers are required to disclose by court order or any governmental authority, in the exercise of their powers, in which case disclosure of the information will not require written authorization or consent from the other Party, provided that it promptly communicates such occurrence; and
  4. Information whose disclosure is expressly authorized, in writing, by the disclosing party.

7.4. The Parties undertake not to use the confidential information to which they have access to obtain personal benefits or for use by third parties, regardless of the purpose. The Parties also undertake not to disclose knowledge of this confidential information to others, being responsible for all individuals who may have access to such information by their means, and shall be liable to compensate for any damages arising from a possible breach of confidentiality.

7.5. The Parties shall not make any recording or copies of any confidential documentation to which they have access without the written authorization of the other party, and commit to the restricted use thereof for the entire duration of this Agreement, and to discard any recordings or copies after the service is performed or upon request.

7.6. The confidentiality obligations set forth herein shall remain in effect throughout the term of this Agreement and for an additional period of 5 years following its termination.

7.7. In the event of a breach of the confidentiality conditions, the infringing party shall be liable for any losses and damages, as well as other civil liability indemnifications, which may be assessed in judicial proceedings.

CLAUSE VIII – PRIVACY AND PERSONAL DATA PROTECTION

8.1. The Parties acknowledge that, due to the purpose of this Agreement, they will carry out activities related to the processing of information about identified or identifiable natural persons (“Personal Data”), and they declare that, in the context of performing their contractual obligations, they will comply with all applicable legislation related to such processing, including but not limited to Law nº 13.709/2018 (Brazilian General Data Protection Law).

8.1.1. Personal data is defined as any information provided and/or collected by the Parties, by any means, even if publicly available, that: (i) identifies, or when used in combination with other information processed by the Parties, identifies an individual; or (ii) from which the identification or contact information of a natural person can be derived. It can be in any medium or format, including electronic or computerized records, as well as paper-based files.

8.1.2. Data collected by each Party constitutes a segregated and exclusive database, which cannot be shared except with third parties mentioned in their data policies to operationalize (process) them, noting that in this relationship, ONEBRAIN acts as the data processor (operator) of the personal data collected by the LICENSEE.

8.2. The Parties may only process Personal Data to which they have access pursuant to their respective duties under the contract, solely for the purpose of achieving the objectives directly related to the performance of its object and the fulfillment of their contractual obligations, and shall not process Personal Data for any other purpose not expressly contemplated in this Agreement. In the event of non-compliance with these limits, the breaching party shall be solely liable and shall be obligated to indemnify all damages and losses caused.

8.3. Any sharing of personal data collected under this Agreement by the Parties with any third parties is prohibited, except in cases where there is express and written consent for fulfilling the object of this Agreement, and the Party authorizing such sharing remains fully responsible for the obligations set forth herein.

8.4. Either Party may refuse to process data or provide any form of services that may involve violations stipulated under the General Data Protection Law.

8.5. Upon termination or conclusion of this Agreement, or at any time upon a written request by the Parties, the other Party must: (i) immediately cease the processing of personal data; and (ii) return to the LICENSEE, or at its option, destroy the personal data and all copies thereof within 48 (forty-eight) hours from the termination date, conclusion of this Agreement, or receipt of such request.

8.6. This instrument does not transfer the ownership or control of the Parties’ data or their clients’ data, including personal data. The data generated, obtained, or collected from the provision of the services contracted hereunder are and will remain the property of each Party.

CLAUSE IX – TERM AND TERMINATION

9.1. This Agreement shall remain in force for 12 months, starting from the date the account is created on the Grilo platform, automatically renewing for equal and successive periods through the continuation of the Services, unless any Party expresses otherwise, and it may be terminated unilaterally at any time by either Party, upon 30 (thirty) days’ prior notice, by sending a written request via email.

9.2. Without prejudice to the provisions of clause 9.1 of this instrument, this Agreement may be immediately terminated, on account of the other party’s fault, in the event the other party breaches any obligation hereunder.

9.3. Either Party may consider this Agreement to be terminated early and with cause in the following cases:

  1. In the cases of force majeure and acts of God (as provided in the Brazilian Civil Code), obligations of the Parties may be suspended, and the provision of services and payments will not be required. If such force majeure and/or acts of God last for more than 30 (thirty) days, this Agreement may be considered terminated;
  2. If a bankruptcy petition, liquidation, dissolution, or request for judicial or extrajudicial recovery of the other Party (or controlling company) is filed or decreed.

9.4. In addition to any other hypotheses provided in this instrument or any usage rules related to ONEBRAIN’s products, ONEBRAIN may terminate this Agreement, ipso jure and without any further notice, if it becomes aware or considers, at its sole discretion, that the LICENSEE is using the Software to distribute and/or facilitate any form of trading photographs or images associated with or in any way related to child pornography, or related to discriminatory ideas based on origin, race, ethnicity, gender, sexual orientation, color, age, religion, or any other form of discrimination, without incurring any obligation, duty, or liability to ONEBRAIN, or any entitlement to the LICENSEE.

9.5. The Parties expressly agree that any communications regarding the cancellation of the services provided under this Agreement shall only take effect after verifying the absence of any outstanding financial liabilities by the LICENSEE.

9.6. The LICENSEE acknowledges that, upon the termination of this Agreement for any reason, all services and operations related to this service shall be immediately discontinued 30 (thirty) days after the cancellation request, without entailing any liability on the part of ONEBRAIN or any right to compensation for the LICENSEE. ONEBRAIN shall not be responsible for any files, documents, emails, data, or any other type of information belonging to the LICENSEE.

9.7. In the event of termination of this Agreement, for any reason, the Parties undertake to immediately settle and pay any debts, fines, penalty clauses, and existing outstanding balances for services already rendered.

CLAUSE X – PLATFORM FUNCTIONALITY

10.1. The Grilo platform aims to intermediate contact between companies that intend to hire technology professionals whose contracts are about to expire or have already expired.

10.2. The platform is intended for outsourcing/hunting companies, software houses, systems implementers, general technology service providers, startups, and, at a later stage, for technology professionals themselves.

10.3. The LICENSEE will register on the platform and, through that registration, must provide data about the technology professionals whose contracts are about to expire or have expired and who are interested in using the solution, seeking new professional opportunities in the market.

10.3.1. By registering a technology professional on Grilo, the LICENSEE shall provide personal and professional data about the employee or former employee, limited to the options available on the platform.

10.4. The provision of any information that could, in any way, be used to discriminate against the professional or endanger their civil liberties and fundamental rights provided for by law is not allowed. Furthermore, no information that violates privacy, personal life, honor, and image rights of individuals shall be accepted. Any information that may in some way harm the professional will be immediately removed from the platform, and the user will be immediately banned.

CLAUSE XI – GENERAL PROVISIONS

11.1. ONEBRAIN is not responsible for information or opinions expressed by other Internet users that may affect third parties, including with respect to intellectual property rights. The sole and exclusive responsibility for any damage caused lies with the infringing user.

11.2. ONEBRAIN does not guarantee the hiring or outplacement of professionals made available on the platform nor does it provide any guarantee of a new employment contract, whether as an employee, service provider, or any other modality, nor does it guarantee reduction or exemption of costs related to notice periods or termination of existing contracts, as well as any reduction or exemption of costs in new hirings or any other costs involved in the termination, expiration, or hiring of these professionals.

11.3. ONEBRAIN shall not be liable for any damages, consequential, incidental, direct, indirect, special, punitive, or otherwise (including, without limitation, damages for lost profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty, including duties of good faith or reasonable care, or any other financial loss) arising out of or in any way related to the use or inability to use the service.

11.4. The LICENSEE is prohibited from assigning or transferring to third parties the rights and obligations of this agreement, without the prior written consent of ONEBRAIN.

11.5. ONEBRAIN shall not be held responsible for the use of the system in any manner different from what is stated in its operations manual, or for any purpose other than that for which the program was developed and/or contracted.

11.6. The LICENSEE expressly authorizes ONEBRAIN to provide, without any charge, the information that the LICENSEE is its client in any media or marketing channel, as well as in events, and to use the LICENSEE’s logo.

11.7. The LICENSEE expressly authorizes that the aforementioned registration be carried out and maintained by ONEBRAIN, and also authorizes it to provide, without any charge, the registration information to: (i) competent public authorities that formally request it, under the Federal Constitution and other applicable laws; (ii) in ONEBRAIN’s search tool for products and suppliers; and (iii) its partners. Additionally, the LICENSEE expressly declares and agrees that ONEBRAIN may collect information to monitor traffic, in order to identify groups of user profiles and for advertising purposes.

11.8. ONEBRAIN reserves the right, at its discretion and at any time, to modify, add, or remove any clauses or conditions of this agreement, notifying the LICENSEE by email, postal mail, or any other electronic means when such changes imply restrictions of the conditions originally agreed upon. If the LICENSEE does not agree with these changes, it may terminate the agreement, without any liability, by providing notice via email or postal mail within 15 (fifteen) days from the date of the emailed notification or the receipt of the letter, depending on the method used.

11.9. The LICENSEE shall be responsible for using the services provided by ONEBRAIN and for strictly complying with all applicable national, state, and municipal laws, decrees, and regulations, as well as the Security and Privacy Policies disclosed by ONEBRAIN on its website.

11.10. This agreement is binding upon the Parties and their respective successors, in any capacity.

11.11. Any omission or tolerance by the Parties in requiring strict compliance with the clauses and conditions of this agreement, or in exercising any rights resulting from it, does not constitute novation or waiver, nor does it affect the right of the Party to exercise it at any time.

11.12. This Agreement does not establish an employment relationship, partnership, joint venture, or any other form of association between ONEBRAIN and the LICENSEE, nor with their employees, agents, or service providers directly or indirectly involved in the execution of the services herein contracted, and vice versa. The Parties remain solely responsible for any personnel they hire, including any applicable charges arising under the current legislation, whether labor, social security, insurance, or any other. It is hereby agreed that the LICENSEE and ONEBRAIN shall be reimbursed for any amount that one Party may be compelled to pay, arising from the other Party’s obligations.

11.13. By joining this Agreement, the LICENSEE agrees to all the terms and conditions defined herein.

CLAUSE XII – JURISDICTION

12.1. This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the Federative Republic of Brazil.

12.2. The Parties elect the Court of the District of Campinas, State of São Paulo, as the competent jurisdiction to settle any disputes arising from this Agreement, to the exclusion of any other, no matter how privileged.

Thus, having agreed to the terms herein, and the LICENSEE accepting to be bound by the rules herein in these Terms of Use and SaaS License Agreement, it may access the software by completing the registration with the LICENSOR.

Date: 06/18/2024

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