6.1. The Contractor holds all intellectual property rights, covering moral and economic rights, over the Platform and its components, including functionalities, registered trademarks, software, domains, and any other intellectual property right associated with the Platform and the Services provided.
6.1.1. Goodtrack is equally the holder of any content and material available and/or displayed on the platform and/or its websites, declaring it to be its intellectual property, for which reason it reserves to itself all intellectual property rights, including but not limited to graphics, documents, texts, images, icons, photographs, logos, recordings, software, trademarks, computer programs, databases, networks, files, and source code, among others.
6.2. The User will hold a limited, non-exclusive, non-transferable license of use, revocable at any time, temporary, and whose assignment is expressly prohibited, the Customer therefore being authorized to use the functionalities of the Services expressly contracted, their commercialization or commercial exploitation that in any way occurs outside the standards hereby contracted, or that results in a distortion of the objectives of the present contracting, being expressly prohibited.
6.3. The user is expressly prohibited from assigning, licensing, sublicensing, selling, leasing or subleasing, giving as guarantee, donating, alienating, or in any way transferring in whole or in part, authorizing use by third parties, sharing the access password and login, under any modalities, free of charge or for consideration, on a provisional or permanent basis, the rights to use Goodtrack, or any of its functionalities, information, data, Third-Party Software, or other technologies that are the intellectual property of the Contractor or of third parties, and to which they have access by virtue of the present relationship.
6.4. The Contractor does not grant the User any rights, expressly or implicitly, over its intellectual rights (of an industrial or copyright nature), or over any other right on the platform, that is not expressly provided in this contract, regardless of the nature by which it was acquired, before or after the effective date of this instrument. Likewise, the User is not authorized, and under no circumstance will have access to or may seek, the source code of the Platform.
7.1. The following are considered information of a confidential nature, the parties being prohibited from disclosing such information for the period this contract remains in force, and for 5 (five) years counted from its termination, regardless of the reason that grounds it, the following, but not limited to data related to commercial operations, financial strategies, product details, operational procedures, database information, exclusive expertise, innovative discoveries, conceptual proposals, technological advances, software, schematics, operational sequences, progress in development, and records of customers and partners, or any other information of a technical, economic, or market nature obtained during the course of this contractual relationship.
7.1. The following are considered information of a confidential nature, the parties being prohibited from disclosing such information for the period this contract remains in force, and for 5 (five) years counted from its termination, regardless of the reason that grounds it, the following, but not limited to data related to commercial operations, financial strategies, product details, operational procedures, database information, exclusive expertise, innovative discoveries, conceptual proposals, technological advances, software, schematics, operational sequences, progress in development, and records of customers and partners, or any other information of a technical, economic, or market nature obtained during the course of this contractual relationship.
7.2. The following are not considered information of a confidential nature:
any information that becomes widely available to the public without there being a breach of this provision;
any information that is legally obtained by the receiving Party from a third party or from third parties, without there being a breach of this provision by the receiving Party, as demonstrated by documentation sufficient to confirm the third party as the source of the information;
any information that was known by the receiving Party before such disclosure, as demonstrated by documentation sufficient to confirm such knowledge;
any information whose disclosure was previously authorized, in writing, by the other Party;
any information that becomes available to either of the Parties on a non-confidential basis from a source which, according to the best knowledge of such Party, after due investigation, is not prohibited from disclosing such information by any legal or contractual obligation;
any information that is or may be in the public domain as a result of a specific understanding between the Parties in that regard.
7.3. The User declares that they are aware of and agree that the records of acceptance of these Terms, selections made on the Platform, and all forms of communication between the parties, by email or any other means of communication, will be stored in the Contractor's database, including the date and time of the events, and that such records may be used as documentary evidence, without the need for additional formalities, and that the Contractor may have access to the information for the resolution of problems, questions, and/or any requests of the User or of a competent third party legitimated to request such information, provided that they require knowledge of the respective information, including accessing it by remote means.
7.4. The Contractor guarantees that it will not assign, transfer, alienate, make available, or disclose third-party information to the User, nor the User's information to third parties, unless expressly authorized by the interested party, for compliance with a legal determination and/or a court order or an order of a competent administrative body, within the terms of this contract and the applicable legislation.
7.5. The User expressly authorizes the Contractor to use the information to (a) send notifications, alerts, and communications to the User; (b) promote the functioning of the characteristics of the services available on the platform; (c) improve the characteristics and functionalities of the services offered by the Platform; (d) generate statistics for monitoring use of the Platform; (e) carry out research related to marketing and project planning; (f) promote the resolution of problems on the Platform or Applications, verification and protection of the information against errors, fraud, or any other cyber/electronic crime.
7.6. Other matters related to confidentiality and to the processing of data are set out and may be accessed in the Privacy Policy.
CLAUSE EIGHT – TRACKED-REVENUE REWARD SYSTEM
8.1. The Contractor, by mere liberality and without any contractual or legal obligation, may offer Users who subscribe to the Goodtrack Platform a reward system based on the volume of tracked revenue through the Platform, according to pre-established targets, the main objective being to recognize the User's performance in their traffic campaigns.
8.2. At each tracked-revenue milestone reached, as defined and periodically updated by the Contractor in the specific "Progresso de Rastreamento" section of the Platform, the User may be awarded a symbolic prize, such as a personalized plaque sent by Goodtrack. The content, form, criteria, and quantity of the prizes will be defined exclusively by the Contractor, and may be modified at any time, without the need for prior communication.
8.3. The reward system is exclusive to active subscribing Users, that is, those with paid plans in force, and is linked to the status of the account and to contractual compliance with payment.
8.4. Closing the account, requesting cancellation, suspension of the subscription for default, or any interruption of the active contracting will result in the immediate loss of the amounts accumulated in the reward system, including the definitive zeroing of the tracked-revenue history for this purpose.
8.5. Any reactivation of the account, regularization of overdue payment, or later return to the Platform will not restore the progress previously recorded, nor will it generate any right to recover the points, milestones, or prizes not achieved.
8.6. The reward system described in this clause does not constitute a promise of result, consideration, contractual obligation, vested right, or legitimate expectation of gain, being a mere optional promotional policy revocable at any time, at the exclusive discretion of the Contractor.
CLAUSE NINE – GENERAL PROVISIONS
9.1. The parties and consenting parties bind themselves, for themselves, their heirs, and successors, on an irrevocable and irreversible basis, the assignment to a third party by the User of the rights, obligations, and responsibilities arising from the present instrument being prohibited without the prior and express consent of the other party, under all the terms and conditions expressly provided in this contract instrument.
9.2. The User is expressly prohibited from assigning in part or in whole to third parties the rights and obligations assumed by virtue of the present relationship, on any grounds. The Contractor is hereby authorized to assign to third parties the rights and obligations of this contract instrument, regardless of prior authorization from the User, being bound only to inform them of the transaction.
9.3. Any communication by email or exchange of messages on different media or platforms, relating to the validations necessary for the provision of the contracted services, will be considered an integral part of this contract. In the event of a discrepancy between the terms of these documents and the present contract, except with respect to technical details, the provisions contained herein will prevail.
9.4. The User affirms that they are a natural or legal person with full civil capacity, over 18 years of age, adhering to this contract with full knowledge of its content and of the entire service offered and the license made available by the Contractor, considering the contracting fair, adequate, and equitable, and assures that they have the due authority and power to enter into said commitment.
9.5. The parties acknowledge that this contract, as well as any documents generated as a result of this contractual relationship, are considered extrajudicial enforcement instruments, under the terms of article 784, item III, of the Brazilian Code of Civil Procedure, enabling compulsory enforcement if necessary.
9.6. Tolerance of the breach of any obligation or condition stipulated in this contract, as well as the non-exercise of any contractual or legal right, does not constitute novation or waiver of right, but only mere liberality and tolerance of the parties, the rights assured by this contract and/or by force of law remaining intact, for exercise at any time.
9.7. The User agrees that all acts of formal communication of a judicial nature between them must occur at the email addresses informed at the time of registration on the Platform, including judicial service of process and notice being admitted, knowledge being presumed on the first business day after receipt, the parties being obliged to inform the other immediately in the event of a change of the electronic address for official communications, under penalty of the acts carried out being considered valid. The parties admit that what is agreed constitutes a procedural legal transaction, pursuant to the legal permission of art. 190 of the Code of Civil Procedure.
9.8. The provisions of these Terms are independent, except if expressly established herein otherwise. If any of the provisions or clauses of this Agreement is considered invalid, void, or unenforceable, in whole or in part, by a competent governmental authority, or considered illegal by reason of a change in the legislation in force or a different judicial understanding, then the invalidity, illegality, nullity, or unenforceability shall affect only the respective clause or provision, or part of it, and shall not in any way affect any other clause or provision of this Agreement, the remaining part of which will remain unchanged and in full force as originally written and agreed.
9.9. The parties acknowledge, admit, and agree that the present contract establishes a relationship of a business nature between them, in which the User, qualified as a professional in their respective field of activity, acquires the product and/or service offered by the Contractor with the objective of integrating it into their production process, improving their capacity to provide services or professional production. Therefore the User has technical knowledge in the use of platforms linked to payment gateways, social media, and ad managers, among others, so that they recognize that the product and/or service contracted serves as an auxiliary tool in their final professional practice. Accordingly, this relationship does not constitute a consumer relationship, since the User does not position themselves as the final recipient of the product or service.
9.10. The User admits knowledge of and agrees that the present Terms of Use may at any time be modified unilaterally by the Contractor, at its exclusive discretion, and the User's acceptance of new Terms of Use results in being bound by them, in all their terms and conditions. The Contractor undertakes to communicate said change by email and/or platform. From the date of publication of the updated version of the present instrument, the Services will be governed by the updated document, and the User may, in case of disagreement with said change, request termination of the contract, in the manner of the competent clause, and continued use of the services will be considered acceptance of the new contractual conditions.
9.11. This agreement is governed by and shall be interpreted in accordance with the laws in force in the Federative Republic of Brazil, applying to all the terms and conditions established herein.
9.12. The courts of the judicial district of São Paulo – SP are elected as the competent forum to settle any doubts or conflicts arising from the present contract, to the exclusion of all others, however privileged they may be or come to be.