Hello, we areAdOpt! ¹

These Terms of Use from GO ADOPT, LLC (1), (2), and other companies within the group, covering its controllers and subsidiaries, directly or indirectly, as well as its affiliates and companies under common control ("AdOpt"), have been created to inform our User about the rules of access, navigation, and conditions of use applicable to the Platform, as described below:

1. OBJECT

AdOpt, through its Consent Management Platform technology - CMP, which we will refer to as the "AdOpt Platform" here, provides the User with a customizable consent and privacy management tool, allowing for the configuration of the browser to disable the collection and retention of cookies.

If you wish to access and use the services provided by us in the Software as a Service - SaaS mode through the AdOpt Platform, you must provide the necessary data to register through the link, thus becoming a "User." The User is considered:
(i) the natural or legal person contracting the services provided by AdOpt, who will be granted a license to use the AdOpt Platform, under the conditions established in these Terms; and
(ii) any person, authorized or not, who uses the said software on behalf of the User by entering valid login and password.

Through the AdOpt Platform, it is possible to:

a) manage the possible settings for the preferences of internet users (hereinafter "data subjects") who visit the User's websites (web and/or mobile versions);

b) maintain records of data subjects' consent given for the processing of personal data, or the revocation of consent; and

c) allow the configuration of hierarchical levels of User access to the functionalities available in the AdOpt Platform, as needed.

Access to the AdOpt Platform is granted through a software license, provided by AdOpt to the User on a (i) personal, (ii) non-transferable, (iii) non-exclusive; (iv) free or paid; and (v) provisional basis. The license does NOT include:

a) the assignment or licensing of intellectual property, proprietary and moral rights over the Software/Platform, but only the license to use; the assignment or license of industrial property rights over trademarks and graphic elements, etc.;

b) The granting of the right to sublicense, reverse engineer, adapt, translate the source code;

c) The provision of services of any kind by AdOpt to the User, except those expressly provided for in this contract;

d) The provision of the programs and equipment necessary to access the Software/Platform.

2. FUNCTIONALITIES, TERMS, AND PLAN PRICES:

The functionalities of the AdOpt Platform, along with their respective descriptions, vary according to the plan chosen by the User, available on the website:https://goadopt.io

3. CONTRACTING AND PROVISION OF SERVICES

The services provided by AdOpt are considered contracted by the User upon the completion of the following acts:

a) Completion of User registration and creation of account(s) ("login" or "logins") and access password(s) to the AdOpt Platform;

b) Expressing the option for one of the Plans for the use of services provided by AdOpt, existing and available at the time of contracting, according to criteria available on the website https://goadopt.io/, on the AdOpt Platform itself, or in a Commercial Proposal presented directly by an authorized seller.

c) Acceptance of the Terms of Use and Privacy Policy, with the electronic signature of the User, whose signature will be obtained by private certification, via an electronic document signing platform.

Any plan migrations requested by the User after contracting will be processed as follows:

(i) Migration from the Starter Plan (free) to any of the paid plans, within 24 hours of confirmation of the payment method provided by the user.

(ii) Migration between paid plans within 24 hours of choosing the new plan, in accordance with item 3,b above.

4. CONTRACT PERIOD

The relationship between the parties is of successive performance, starting from the date of contracting and renewing automatically and successively, according to the frequency of the Plan chosen by the User.

The plans offered by AdOpt are on a monthly, annual, biennial, and triennial basis, and AdOpt's services will be provided until the User expresses the desire to terminate the contract, formalizing the request in writing, through the email:[email protected], or directly on the platform.

With the cancellation request, the services (and consequently, access to the Platform) will be interrupted from the last business day of the month in which the User's request was made.

Until the User expresses interest in terminating the contract, the services will be provided regularly, and the payments specified in this document will be fully enforceable, even if the User does not use them for any reason, subject to the service interruption period established above.

5. COMPENSATION FOR SERVICES RENDERED

AdOpt shall be entitled to the monthly amount corresponding to the Plan chosen by the User, who must register and enable directly via the Platform the desired means and form of payment to allow the billing of the amounts due for the provision of services;

The monthly fees of the Plans may be adjusted at any time. Increases resulting from the annual inflation adjustment, limited to 7% (seven percent), will be communicated to the User in writing, taking effect only on the renewal date of the subscription. Increases higher than the inflation adjustment are possible when negotiated and agreed upon by both Parties.

If the User continues to use the AdOpt Platform under the new terms and conditions, the prices will be accepted. The User has the right to interrupt the renewal and/or terminate the subscription, without any charge, before the end of the period referred to, according to the conditions established in item 4 of these Terms.

In case of default, a late payment penalty of 2% (two percent) of the amount due will automatically apply, plus interest of 1% (one percent) per month, in addition to the amount billed.

6. INTERRUPTION OF SERVICES

The services provided to the User may be interrupted by AdOpt in the following cases:

a) Default of any of the obligations owed to AdOpt for a period exceeding 10 (ten) days, without prejudice to the collection of the overdue amounts, monetary correction, default interest, and penalties provided for in this instrument;

b) Violation of any provision of these Terms of Use or AdOpt's Privacy Policy;

c) Use of the AdOpt Platform, data, and/or information for purposes contrary to law, morality, or good customs;

d) In case of bankruptcy, insolvency, or extrajudicial recovery of the User.

Once the services are interrupted, if it is not feasible to remedy the irregularity, or if, after being prompted by AdOpt, the User does not take the necessary actions to rectify the issue within a maximum period of 5 (five) days, the contract entered into between the parties shall be considered terminated automatically.

The parties establish a Service Level Agreement (SLA) whereby AdOpt shall keep the AdOpt Platform available for access for a minimum period of 99% (ninety-nine percent) of the time during the existence of the relationship between the parties, with the 1% (one percent) excluded from the SLA not being considered as an interruption;

7. RESPONSIBILITIES

THE SOFTWARE AND SERVICES ARE PROVIDED BY ADOPT "AS IS," WITHOUT WARRANTIES OR EXTRAORDINARY CONDITIONS, NOT PROVIDED FOR IN THESE TERMS OF USE. SPECIFICALLY, OUR SERVICE MAY NOT BE FREE FROM INTERRUPTIONS OR ERRORS. THE USER WAIVES ANY AND ALL COMPENSATION FOR INDIRECT, MORAL, AND MATERIAL DAMAGES AGAINST ADOPT. ADOPT IS NOT RESPONSIBLE FOR THE QUALITY OF THE INTERNET CONNECTION, NOR FOR THE USER'S EQUIPMENT, SOFTWARE (UPDATED OR NOT), AND TECHNICAL NETWORK INFRASTRUCTURE AND CYBERSECURITY.

The User acknowledges that it is solely responsible for the actions of its representatives in the use of the Software/Platform, as well as for determining whether they are consistent with the expected results, and AdOpt shall not be responsible for any actions taken by the User, nor for the information provided by the User.

8. CONFIDENTIALITY, LICENSES, AND PROPERTY

AdOpt reserves all rights, titles, and interests related to its Platform, including all associated Intellectual Property rights.

AdOpt grants the User a worldwide, non-exclusive, and limited-term license for the rights related to the AdOpt Platform, strictly for its use. This grant is subject to these Terms, any applicable attachments, and any applicable Purchase Order.

The service is provided with limited access, without transfer of ownership to the User. AdOpt holds and retains all rights, titles, and interests, including intellectual property rights, related to the Platform, including modifications, updates, improvements, extensions, components, and all derivative works of the AdOpt Platform. All rights not expressly granted under these Terms of Use are reserved to AdOpt.

AdOpt and its Affiliates may use the Data collected to create anonymized information and metrics, aiming to improve the Services, conduct development, diagnostics, and product corrections in connection with the Platforms. This data will be used in an anonymized manner, without direct linkage to the User.

The User grants AdOpt and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate, in the Platform, any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by the User or third parties, regarding the operation of the Platform. This feedback may be provided through official public communication channels, such as software review sites, or in communications between the User and AdOpt's operator team.

AdOpt may use the User's name and logo on its website to identify the User as a user of the AdOpt Platform. AdOpt may also refer to the User publicly in other promotional materials, press releases, events, or case studies without the User's prior and express consent. If there are any objections to this grant, the User can contact AdOpt via the email address [email protected].

AdOpt's Platform may include tools designed to interoperate with services provided by the AdOpt Platform. If the User chooses to use these tools, it may be necessary to obtain access to the service and grant AdOpt access to its service account to ensure proper integration. Any acquisition of White-label products, solutions, or services, as well as any data exchange between the User and any White-label Application, is the sole responsibility of the User. AdOpt does not guarantee or provide support in relation to White-label Applications or other third-party products or services unless expressly specified in the documentation formalizing the acquisition of the acquired platforms between AdOpt and its White-label partner.

As established in the Privacy Policy, if the User installs or activates a White-label Application for use in conjunction with the AdOpt Platform, the User agrees that the provider of the White-label Application may access the User's data as necessary to integrate the White-label Application with the AdOpt Platform. In this context, AdOpt is not responsible for any incidents, disclosures, modifications, or deletions of data resulting from access by a White-label Application.

9. PERSONAL DATA PROCESSING

AdOpt only processes the User's personal data strictly necessary for the purpose of fulfilling the contractual obligations assumed by AdOpt, as per AdOpt's Privacy Policy (access here).

Regarding personal data of third parties (visitors to the User's websites), the User declares to be aware that the AdOpt platform does not collect or perform any processing actions, except when directly contacted by the data subject, in exercising the right to revoke the consent provided via the AdOpt Platform.

These rights are commonly detailed according to the following list:

• The right to know what personal information is being collected and for what purpose.
• The right to know what personal information is being "sold" or "shared", for what purpose, and the categories of recipients of your personal information.
• The right to access your personal information.
• The right to have your personal information rectified, corrected, and/or updated.
• The right to have your personal information deleted, including from any third parties to whom your personal information has been sold, shared, or disclosed.
• The right to opt out of the "sale" or "sharing" of your personal information.
• The right to object to the processing of your personal information.
• The right not to be subject to any automated decision-making and profiling.

In these cases listed above, if AdOpt acts, as the processor, including but not limited to, the Laws:

• Europe: European Union - GDPR, United Kingdom - DPA - UK GDPR,
• Americas: Brazil - LGPD, Mexico - DPL, Canada - PIPEDA,
• United States of America: California - CCPA & CRPA, Colorado - CPA, Connecticut - CTDPA, Utah - UCPA, Virginia - VCDPA, Delaware - DPDPA, Montana - MTCDPA, Florida - FDBR, Texas - TDPSA, Oregon - OCPA, Indiana - ICDPA, New Jersey - NJDPA, Iowa - ICDPA, Tennessee - TIPA.
• Africa: Saudi Arabia - PDPL, South Africa - POPIA
• Asia: China - PIPL, Thailand - PDPA, India - DPDPA, Indonesia - PDP, Japan - APPI, Malaysia - PDPA, Russia - 152-FZ.

AdOpt will only collect the name and email of the data subject for the purpose of fulfilling their rights, especially consent revocation.

In the event of data subjects exercising their rights - guaranteed by various regulations, as listed above, and thus obeying the determinations of the respective state and/or national data protection authorities, directly communicated to the User and affecting AdOpt's activities; the User must immediately or within a maximum of 24 hours of receiving the request, notify AdOpt of the request, so that it can take the necessary actions, under penalty of the User being liable for any losses and damages caused to AdOpt.

The User acknowledges that AdOpt bears no responsibility for any personal data collected and processed by the User and/or third parties who have access to such data, with the User being responsible to AdOpt regarding the lawfulness of the processing of personal data of third parties processed through the consent management provided by the AdOpt Platform.

In the event of a formal request by any competent Authority or authorized party, or due to legal or regulatory obligation, AdOpt may provide the information and disclose the requested data, regardless of authorization from the User or the respective data subjects.

AdOpt may enlist specialized third parties to process Personal Data (the "Sub-Processors"). It's AdOpt's responsibility to ensure that Sub-Processors commit to maintaining a level of security equal to or higher than described in these terms before transferring any Personal Data or authorizing any sub-processing. Additionally, AdOpt must perform periodic checks to certify compliance with privacy regulations, as listed above, also available in our privacy policy, and other applicable laws.

AdOpt is fully and jointly responsible for any breach, irregularity, or illegality committed by its Sub-Processors.

AdOpt will not disclose Personal Data to third parties, except under the following circumstances:
(i) in accordance with the sub-processing rules mentioned above;
(ii) upon the User's prior written authorization;
(iii) in compliance with applicable data protection regulation, ensuring that only the minimum amount of Personal Data necessary is shared for a specific purpose and that the User is notified in advance, as provided in this Terms.

AdOpt guarantees and is responsible for the reliability of its employees, agents, and representatives who will have access to Personal Data, taking into account the nature of such data.

AdOpt guarantees and ensures:

I. Confidentiality and integrity of information shared by the User.

II. Non-violation of the privacy of Personal Data in any relationship between the User and its clients.

III. Implementation of technical and administrative information security measures to prevent unauthorized and improper use of Personal Data.

IV. Prompt and adequate response to all User requests related to Personal Data Processing, as well as consideration of guidelines from state or national data protection authorities.

V. Responsibility for maintaining written records of activities in compliance with current legislation.

VI. Restriction of access to Personal Data by authorized personnel responsible for Processing.

VII. Maintenance of a detailed inventory of accesses to Personal Data and records of connection and access to applications, including information on the time, duration, identity of the employee or person responsible for access, and file accessed, in accordance with legal obligations or determinations of competent authorities.

VIII. Performance of Personal Data Processing in full compliance with data subject rights and for the purpose established, including all operations related to Personal Data.

IX. Protection of Users' Personal Data, ensuring them, within legal limits, the right to information about any processing of their data, access to their own data, and the logic behind automated decisions, among other rights provided by applicable law.

X. Recording of activities involving international transfer of Personal Data, indicating the country/organization of destination and adopting necessary safeguards for compliance with laws and guidelines of competent authorities.

XI. Responding to User information requests within 36 business hours, with justification for any delays.

AdOpt undertakes to establish contingency mechanisms to prevent data breaches, which will be tested and updated regularly. Additionally, it undertakes to provide its Business Continuity and Contingency Plan (BCCP) to the User upon request, either to meet requests from competent authorities or in the event of potential judicial demands.

If at any time there is an actual breach, suspected breach, or potential threat to the security of Personal Data, or if there is suspicion of loss, destruction, deletion, damage, corruption, disabling, use, or disclosure to unauthorized third parties, AdOpt shall notify the User within a minimum period of 36 business hours upon becoming aware of the incident. This notification must contain complete details regarding the breach, including:

a) date and time of the incident;
b) date and time when the affected party became aware of the leaked data;
c) types of data affected by the incident;
d) data subjects affected by the incident, where applicable;
e) nature and details of the breach, including information about the data subjects, where possible;
f) contact information for the data protection officer or designated representative responsible for handling data leaks in the company, responsible for providing additional information about the incident;
g) likely and/or potential consequences of the incident; and
h) measures taken or proposed by AdOpt or the data protection officer to remedy the breach and mitigate any adverse effects, along with the dates of implementation of these measures (action plan).

If AdOpt receives any judicial order or official communication requiring the provision or disclosure of personal information, unless expressly prohibited by legal, regulatory, judicial, or administrative force, it shall notify the User within a maximum period of 36 business hours, enabling timely legal measures to prevent or mitigate the effects resulting from the disclosure of Personal Data related to that request.

AdOpt's support for issues related to all privacy and data protection laws can be accessed at the following email addresses: [email protected] or [email protected].

In the event of a breach or incident, AdOpt will promptly act according to the instructions provided by the User to remedy or mitigate adverse consequences. Additionally, it will take all necessary measures to contain the breach, recover and/or restore Personal Data (if possible), and respond to any requests, notifications, or investigations by the competent state or national data protection authority.

AdOpt will collaborate in meeting data subject requests, using appropriate technical and organizational measures as instructed by the User.

If the Parties, each to the extent of their actions, and if inert in the face of the mitigation measures provided in these Terms and/or others provided in current Regulation, cause any losses, damages, fees, expenses, and/or convictions resulting from:
(i) actual violation of applicable Personal Data Protection legislation;
(ii) acts or omissions due to gross negligence, incompetence, or malice;
(iii) improper or non-compliant Data Processing; and/or
(iv) incidents involving Confidential Information and Personal Data of the other Party, the Innocent Party shall be entitled to compensation from the Offending Party, which caused the losses, damages, and sanctions of any kind suffered, duly proven in court.

10. GENERAL PROVISIONS

The User is responsible for keeping all information provided to AdOpt regarding their account accurate and up to date, as well as for the banking details provided to enable payment for services.

AdOpt may change these Terms of Use, including regarding plans, their features, and prices (as per item 5), whenever deemed necessary. Any changes will be communicated to the User at least 30 (thirty) days in advance before the changes take effect.

At any time, AdOpt may assign or transfer the rights and obligations of this contract, with the User agreeing to cooperate with AdOpt in such assignments or transfers.

Any tolerance or concession by AdOpt towards the User shall not constitute a waiver, novation, or implicit or express alteration and shall not prevent it from demanding compliance with the terms agreed upon in this document at any time.

AdOpt's Terms of Use apply exclusively to the services provided by it, and AdOpt shall not be responsible for other services regulated by other third-party instruments that are equivalent and autonomous and do not form part of this document.

The Parties, User and AdOpt, are independent. These Terms do not create a partnership, franchise, association, joint venture, agency, fiduciary relationship, or employment relationship between the parties.

Regarding the interpretation of these Terms of Use, if the User is domiciled outside the United States, these terms shall be governed and interpreted in accordance with the laws of the State of Delaware, USA. If the User is domiciled in Brazil, the Central Forum of the Judicial District of Curitiba, PR, Brazil, shall be elected for the resolution of any disputes, doubts of interpretation, or demands arising from or related to these Terms, regardless of any other jurisdiction, however advantageous it may be. They will be interpreted in accordance with Brazilian law, with the Brazilian Civil Code being applied suppletively to cases omitted in this instrument.

In the event that the parties are unable to resolve any disputes that may arise outside of the courts, the parties irrevocably and unconditionally elect the exclusive jurisdiction of the Courts of Dover, Delaware, USA.

This instrument binds the contracting parties, their successors, and heirs, in all its clauses, terms, and conditions.

Any clause or condition of this instrument that, for any reason, may be deemed null or ineffective by any court or tribunal, shall not affect the validity of the other contractual provisions, which shall remain fully valid and binding, generating effects to the fullest extent.

This version of the AdOpt Platform's Terms of Use shall enter into force in 30 (thirty) days, i.e., on May 2nd, 2024.