Terms of Service

Last updated: April 28, 2021

This Subscription Service Agreement (“AGREEMENT”) is made and entered into the entity or person placing an order or accessing the Solutions (as defined below) (“Client”) and ACCENTURE DO BRASIL LTDA(“Accenture”). Accenture and Client are also each referred to under this Agreement individually as a “Party,” and together as the “Parties.”

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement in which case the term “Client” shall refer to such entity. If you do not have such authority, or if you do not agree to the terms of this Agreement, do not accept this Agreement or use the Services.

By using the Services, you are aware that the terms and conditions of this Agreement will apply to such Services.

1. AGREEMENT STRUCTURE AND INTERPRETATION

1.1. This Agreement permits Client to purchase a subscription to Service and sets out the general terms and conditions for the provision of the Services by Accenture (inclusive of Affiliates), as further defined hereunder.

1.2. The capitalized terms as used in this Agreement have the meanings set out in the body of this Agreement or in Exhibit A (Definitions).

2. CLIENT’S RIGHTS AND OBLIGATIONS

2.1. Subject to the terms and conditions of this Agreement and the relevant Service Order, Accenture hereby grants to Client a non-exclusive, non-transferable right during the term of the Subscription to permit its Authorized Users to access and use the Services for the Permitted Purpose.

2.2. Client acknowledges and agrees that it is solely responsible for (i) determining the suitability of the Services for its purposes and those of its Authorized Users, and (ii) ensuring that the way that it and its Authorized Users access and use the Services complies with any applicable laws.

2.3. Client agrees that, unless explicitly authorized pursuant to the Permitted Purpose, it shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Services by making them available for access or use by any third party (except Authorized Users), including by means of operating a service bureau, outsourcing or time-sharing service.

2.4. Client shall be solely responsible for ensuring that Client’s or its Authorized Users’ use of the Services shall not exceed any restrictions contained in this Agreement or the applicable Service Order.

2.5. Client is responsible for all use of the Services by those who have access to them through Client’s credential, and for ensuring that its Authorized Users do not circumvent or disclose any usernames, passwords or other access credentials or authentication details, or interfere with or disrupt any other security control of the Platform Services.

2.6. Client shall maintain commercially reasonable security standards for its and its Authorized Users’ use of the Services. Specifically, Client will use good industry practice virus protection software, and other customary procedures to screen any Client Content to avoid introducing any Virus or other malicious files or other harmful code that could disrupt the proper operation of the systems used in the provision of the Platform Services. Client also agrees that it shall use all reasonable endeavors to ensure that its Authorized Users do not upload or distribute files that contain Viruses, or do anything else to disrupt or attempt to disrupt, the systems and networks used for the provision of the Platform Services.

2.7. Client shall be solely responsible for the acts and omissions of its Authorized Users as if they were the acts and omissions of Client, and for ensuring that anyone who uses the Services does so in accordance with the terms and conditions of this Agreement. In particular, the Client agrees that it shall not, and that it shall ensure that its Authorized Users do not: (i) access or use the Services to host or transmit any content, data or information that is illegal or which infringes any third party’s rights, such as intellectual property rights or right of privacy, or which otherwise violates any applicable laws; (ii) copy, translate, make derivative works, disassemble, decompile, reverse engineer or otherwise attempt to discover the source code or underlying ideas or algorithms embodied in the software applications or other systems used for the provision of the Services (including the IaaS), unless expressly permitted under any applicable laws, or remove any titles or trademarks, copyrights or restricted rights notices in the systems, software and other materials used in the provision of Services; or (iii) access or use the Services for the purpose of building competitive products or services by copying its features or user interface or by allowing a direct competitor of Accenture to access or use the Platform Services.

2.8 Client will notify Accenture immediately if it becomes aware of any breach or threatened breach of the terms of this Section 2, or of any breach or threatened breach of security including any attempt by a third party to gain unauthorized access to the systems used for the provision of the Platform Services.

2.9. Client acknowledges and agrees that it is responsible for obtaining and maintaining all hardware, software, communications equipment and network connections necessary to access and use the Platform Services, and for paying any applicable third-party fees and charges incurred while accessing and using the Platform Services.

3. ACCENTURE’S RIGHTS AND OBLIGATIONS

3.1. Accenture shall provide the Services in accordance with this Agreement.

3.2. In providing the Services Accenture will use reasonable and appropriate technical and organizational security measures intended to safeguard Client Content against accidental, unauthorized or unlawful access, loss, damage or destruction.

3.3. Accenture may need to apply updates or make changes to the Services, provided always that Accenture shall not be entitled to apply such updates or other changes in a manner that would make the Services non-conforming with the applicable service descriptions, or otherwise materially diminish the scope or the quality of the service provided, unless such changes are necessary for Accenture to comply with any applicable laws. Accenture will notify the Client reasonably in advance of any planned changes to the Services that have any material impact on Client’s access to or use of the relevant Service.

3.4. Client acknowledges and agrees that Accenture shall be permitted to monitor the Client’s and its Authorized Users’ access and usage of the Services limited solely for the purposes of verifying Client’s compliance with the terms of this Agreement.

3.5. Client hereby acknowledges, accepts and agrees that Accenture may have to suspend Client’s and/or its Authorized Users’ right to access or use all or any portion of the Platform Services, or remove any relevant Client Content as described below: (i) where such access or use, or any Client Content (x) poses a security risk to or may otherwise adversely impact the Services or (y) infringes or otherwise violates the rights or other interests of a third party, entails illegal or otherwise prohibited content or activities, or otherwise subjects Accenture to a potential liability; or (ii) where Accenture is required to do so under any applicable laws, or any court’s or governmental body’s order.

3.6. When allowed under the applicable laws and if otherwise reasonable under the circumstances (as determined by Accenture in its discretion), Accenture shall provide Client with a written notice prior to such suspension, and an opportunity to take steps to avoid any such suspension. Any suspension of Client’s or its Authorized Users’ right to access or use the Services shall not release the Client from its obligations under this Agreement, including any obligation of paying the fees. Accenture’s suspension right is in addition to Accenture’s right to terminate this Agreement or any Service Order pursuant to Section 10.

4. CLIENT CONTENT

4.1. Client (and Client’s licensors, where applicable) own all right, title and interest in and to the Client Content.

4.2. Client has obtained, and during the Term will obtain, all Consents required under applicable law prior to Client Content being entered into or processed by the Services. In particular, Client has collected and shall maintain and handle all Personal Information contained in Client Content in compliance with all applicable data privacy and protection laws, rules and regulations.

4.3. Client authorizes Accenture to process its Personal Information in accordance to the applicable law and customer instructions, if any. . Client has satisfied itself that Accenture and any applicable Cloud Vendor have in place appropriate technical and organizational measures to protect Client Content (including Personal Information) processed on behalf of Client from unauthorized use or access, accidental loss, damage, destruction, theft or disclosure. If the Services involve the processing of Client Personal Information, then the terms of Exhibit B (GDPR Exhibit) shall also apply.

4.4. Client grants to Accenture the nonexclusive right to host, store, process, modify and transfer the Client Content for the purposes of Accenture’s provision of, and Client’s use of, the Platform Services as set forth in this Agreement, and Accenture’s improvement of the Services incidental to such use. Accenture agrees to destroy any Client Content in accordance with Section 10.7 of this Agreement. Accenture may: (i) use usage patterns, trends, statistics, and other data derived from use of the Platform Services (but not Client Content itself) for purposes of developing or improving the Services and other Accenture products and services; and (ii) provide information to the Cloud Vendor regarding Client’s use of the Services, subject to the Cloud Vendor’s obligations of confidentiality, for Cloud Vendor’s use to improve its cloud infrastructure services.

4.5. Client shall have the ability to access its Client Content hosted during the term of the Service. Client may export and retrieve its Client Content during such Service term, subject to any technical limitations in the Services or Client’s and its Authorized Users’ hardware and software, including factors such as (i) the size of Client’s instance of the Platform Services; and (ii) the frequency and/or timing of the export and retrieval.

5. FEES, PAYMENTS AND TAXES

5.1. Client shall pay the fees specified I the offer details of its Subscription. Fees are stated exclusive of all applicable duties, tariffs, and taxes. Unless otherwise specified, fees will be due in accordance with the subscription model acquired by Client. Late payments that are not the subject of a good faith dispute are subject to an interest charge, which is the lesser of: (a) one and one-half percent (1.5%) per month, or (b) the maximum legal rate.

5.2. Client will be responsible for the payment of all taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, business, service, goods and services, consumption, withholding, and other similar taxes or duties, including taxes incurred on transactions between and among Accenture, its Affiliates, and third party subcontractors. Client will reimburse Accenture for any deficiency relating to taxes that are Client’s responsibility under this Agreement. Each Party will be responsible for its own income taxes, employment taxes, and property taxes. The Parties agree to fully cooperate with each other to help enable each Party to accurately determine and reduce its own tax liability and to minimize any potential liability to the extent legally permissible. Each Party will provide to the other Party any resale exemption, multiple points of use certificates, treaty certification and other exemption information reasonably requested by the other Party.

5.3. All amounts payable under this Agreement will be made without set-off or counterclaim, and without any deduction or withholding.

6. ACCENTURE’S INTELLECTUAL PROPERTY RIGHTS

6.1. Accenture (and its licensors, where applicable) own all right, title and interest, including all Intellectual Property Rights, in and to the systems, software and other content and materials used in the provision of the Services. In addition, Client agrees that Accenture (and its licensors, where applicable) will own all right, title and interest in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client or any other Party relating to the Services, and Client hereby assigns any Intellectual Property Rights in such items to Accenture. The Accenture name, the Accenture logo, and the product names associated with the Services are trademarks of Accenture or third parties, and no right or license is granted to Client to use them.

7. WARRANTIES AND EXCLUSIONS

7.1. Accenture warrants that the Services provided to Client pursuant to this Agreement will comply in all material respects with the Documentation identified in the applicable Service Order. This warranty shall not apply where: (i) the Client’s or any Authorized User's access or use of the Services is not in accordance with this Agreement, the relevant Service Order (or any Exhibits to the relevant Service Order) or with Accenture’s instructions; (ii) modification or alteration of the Services or any systems, software or other content or materials embodied therein is made by any Party other than Accenture; or (iii) the Services are being provided free of charge, or as a trial, pre-release or as a beta release.

7.2. Client shall provide Accenture with prompt written notice of any non-conformity of the Services, sufficiently describing such non-conformity, no later than within thirty (30) days of the appearance or Client’s discovery of such non-conformity.

7.3. In such event, Accenture will use commercially reasonable efforts to correct any such non-conformity. In the event Accenture is unable to correct such non-conformity by exercising commercially reasonable efforts for a reasonable period, either Party may terminate the relevant Service Order concerning the non-conforming Service(s) on written notice to the other Party in which case as Client’s sole and exclusive remedy, Accenture will provide a pro-rated refund of any pre-paid Fees for periods after the effective date of termination.

7.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, ACCENTURE, ITS AFFILIATES AND ITS LICENSORS MAKE NO REPRESENTATIONS AND PROVIDE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR ANY THIRD PARTY COMPONENTS OR CONTENT EMBODIED THEREIN, INCLUDING ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING CLIENT CONTENT OR THIRD PARTY COMPONENTS OR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, AND INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. EACH PARTY, ITS AFFILIATES AND ITS LICENSORS DISCLAIM ALL, AND THE OTHER PARTY AGREES THAT IT IS NOT ENTITLED TO ANY EQUITABLE OR IMPLIED INDEMNITIES. THESE DISCLAIMERS SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

7.5. High Risk Activities. Accenture, on behalf of itself and its Affiliates and licensors and the Cloud Vendor, specifically disclaims any express or implied warranty of fitness of the Services for High Risk Activities.

8. THIRD PARTY CLAIMS

8.1. Subject to the limitations in Section 9, Accenture will (i) defend (at its sole expense) Client and Client’s Affiliates against any claims brought against Client by any third party (that is not an Affiliate of Client) alleging that Client’s use of the Services, in accordance with the terms and conditions of the Agreement and the applicable Service Order, constitutes a direct infringement of a patent issued in the United States as of the Effective Date, copyright, or trade secret of any third party and (ii) pay the amount of any damages finally awarded against Client or the amount of any settlement agreed by Accenture.

8.2. Accenture will have no obligations or liability under Section 8.1 for any claims to the extent arising from:

8.2.1. Client Content

8.2.2. Client’s or any Authorized User’s use of the Services after Accenture has notified Client, in accordance with this Agreement, to discontinue such use and Client have been afforded a reasonable opportunity to discontinue such use;

8.2.3. any unauthorized modification or unauthorized use of the Services where infringement or misappropriation would not have occurred but for such unauthorized modification or unauthorized use;

8.2.4. any use of the Services, or any other act, by Client or an Authorized User, that is in breach of this Agreement, where the infringement or misappropriation would not have occurred but for the breach;

8.2.5. any combination(s) of the Services with any other product, service, software, content, data or method not supplied by Accenture; or

8.2.6. a free (no fee) or trial license of the Services.

8.3. If any portion of the Services are, or in Accenture’s opinion are likely to be, held to be infringing, Accenture may choose (at its election and expense) to: (a) procure the rights to use the item alleged to be infringing; (b) replace the alleged infringing portion with a non-infringing equivalent; or (c) modify the alleged infringing portion to make it non-infringing while still providing substantially the same level of functionality. If Accenture determines the actions from Section 8.3 (a) to (c) are not commercially reasonable, Accenture may immediately terminate Client’s access to the Services.

8.4. Client shall (i) defend (at its sole expense) Accenture and its Affiliates and licensors against claims brought against Accenture by any third party (that is not an Affiliate of Accenture) arising from or related to (a) any use of Services by Client or its Authorized Users in violation of any applicable law or regulation; or (b) any allegation that the Client Content violates, infringes or misappropriates the rights of a third party; (c) Client’s or its Authorized Users’ use of the Services or other act in violation of this Agreement or the relevant Service Order; or (d) Client’s or any Authorized User’s engaging in High Risk Activities, and (ii) pay the amount of any damages finally awarded against Accenture or the amount of any settlement agreed by Client. The foregoing shall apply regardless of whether such damage is caused by the conduct of Client and/or its Authorized Users or by the conduct of a third party using Client's or an Authorized User's access credentials where Client has negligently made the credentials available or chosen credentials that are easy to hack into.

8.5. Client will have no obligations of liability under Section 8.4 for any claims arising from:

8.5.1. Client Content after Client has notified Accenture, in accordance with the terms of this Agreement, to delete the Client Content from the SaaS and Accenture has been afforded a reasonable opportunity to do so; or

8.5.2. any unauthorized access or use of the Client Content by Accenture that is in breach of this Agreement, where the infringement or misappropriation would not have occurred but for such breach.

8.6. In connection with any third party claims pursuant to Section 8.1 or 8.4, the indemnified Party will (a) give the indemnifying Party prompt written notice of the claim; (b) reasonably cooperate with the indemnifying Party (at the indemnifying Party’s expense) in connection with the defense and settlement of such claim, and (c) grant the indemnifying Party sole control of the defense and settlement of the claim, except that the indemnifying Party may not consent to the entry of any judgment or enter into any settlement with respect to the claim without the indemnified Party’s prior written consent unless the settlement or judgment is purely financial, is paid entirely by the indemnifying Party, is confidential, does not require the indemnified Party to admit to any fault or wrongdoing, and fully releases the indemnified Party from any and all further claims or causes of action relating to the subject matter of the claim. The non-controlling Party may, at its expense, participate in the defense and settlement of the claim with counsel of its own choosing. If the indemnifying Party fails to assume control within 30 days of written notice of the claim, the indemnified Party may assume control of the defense of the claim

8.7. Exclusive Remedy. SECTION 8.1 CONSTITUTES CLIENT’S SOLE AND EXCLUSIVE REMEDY AND ACCENTURE’S (AND ITS AFFILIATES’) ENTIRE OBLIGATION TO CLIENT WITH RESPECT TO ANY CLAIM THAT THE SERVICES INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

9. LIMITATION OF LIABILITY

9.1. EXCEPT FOR (I) THE PARTIES’ OBLIGATIONS UNDER SECTION 8;] (II) DAMAGES RESULTING FROM DEATH OR BODILY INJURY ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR FROM FRAUD OR FRAUDULENT MISREPRESENTATION; AND (III) ACCENTURE’S RIGHT TO COLLECT UNPAID FEES DUE HEREUNDER, UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL EITHER PARTY (OR THEIR RESPECTIVE AFFILIATES OR ACCENTURE’S LICENSORS) BE LIABLE TO EACH OTHER OR ANY OTHER PERSON OR ENTITY UNDER THIS AGREEMENT FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE FEES PAID UNDER A SERVICE ORDER FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE INCIDENT GIVING RISE TO LIABILITY OR 100 USD IF THERE IS NO RELATED FEES APPLICABLE TO THE SERVICES.

9.2. TO THE EXTENT PERMITTED BY LAW NEITHER PARTY NOR ANY OF EITHER PARTY’S RESPECTIVE AFFILIATES WILL BE LIABLE TO THE OTHER PARTY UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; BUSINESS INTERRUPTION, LOSS OF PROFITS OR SAVINGS, REVENUES, OR GOODWILL; LOSS OR CORRUPTION OF DATA; UNAVAILABILITY OF ANY OR ALL OF THE PLATFORM SERVICES; INVESTMENTS, EXPENDITURES OR COMMITMENTS RELATED TO USE OF OR ACCESS TO THE PLATFORM SERVICES; COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; UNAUTHORIZED ACCESS TO, COMPROMISE, ALTERATION OR LOSS OF CLIENT CONTENT OR BUSINESS INFORMATION; OR COST OF REPLACEMENT OR RESTORATION OF ANY LOST OR ALTERED CLIENT CONTENT.

9.3. The Parties acknowledge that the limitations on liability set out in this Section 9 are essential terms of this Agreement, and the Parties would not have entered this Agreement without them.

9.4. No action, regardless of form, arising out of this Agreement may be brought by Client more than two (2) years after Client knew or should have known of the event which gave rise to the cause of action.

10. TERM AND TERMINATION

10.1. The term of this Agreement will commence on the Effective Date and will continue until expiration of the Subscription and its relevant term.

10.2. Accenture may terminate this Agreement upon [thirty(30)] days' advance written notice if Client commits any material breach of this Agreement and fails to cure such default (if curable) within the [thirty (30)] day period, including if there has been any such act or omission by Client or any Authorized User that has given Accenture the right to suspend the provision of Services in accordance with Section 3.6.

10.3. Accenture may also terminate this Agreement and/or any Service Order without liability upon [thirty (30)] days’ notice to Client or any Authorized User: (i) in the event where an underlying contract between Accenture and the Cloud Vendor concerning the provision of the IaaS terminates, or (ii) if termination of the Agreement and/or any Service is necessary to comply with applicable law or binding requests of governmental entities.

10.4. Upon the effective date of expiration or termination of the Subscription, Client shall cease Client’s and its Authorized Users’ access to and use of the Services.

10.5. Accenture will destroy, procure the destruction of, or otherwise dispose of any Client Content in its possession or in possession of a Cloud Vendor (including any data back-ups) upon expiration or termination of the applicable Service Order.

11. CONFIDENTIALITY

11.1. Each Party agrees that it will use the other Party’s Confidential Information only to the extent reasonably necessary for purposes of this Agreement or a Service Order. Each Party agrees to take reasonable steps to protect the other’s Confidential Information, provided that these steps must be at least as protective as those the Party takes to protect its own Confidential Information of similar nature, but in any event no less than a reasonable standard of care.

11.2. Each Party may disclose the other Party’s Confidential Information to its Affiliates, employees, contractors, licensors and agents who: (a) have a need to know it for purposes contemplated by this Agreement, and (b) are legally bound to protect the Confidential Information on terms no less protective than the terms of this Agreement.

11.3. This Section 11 will not apply to any information that either Party can demonstrate: (a) was at the time of disclosure or that has become thereafter published or otherwise becomes publicly available at no fault of the receiving Party; (c) was in the possession of the receiving Party at the time of disclosure to it and was not the subject of a pre-existing confidentiality obligation; (d) was received after disclosure to it from a third party who had a lawful right to disclose such information (without corresponding confidentiality obligations) to it; or (e) was independently developed by the receiving Party without use of the Confidential Information of the disclosing Party.

11.4. The receiving Party will not be considered to have breached its obligations under this Section 11 for disclosing Confidential Information of the disclosing Party to the extent required to satisfy any legal requirement of a competent governmental or regulatory authority, provided that promptly upon receiving any such request and to the extent that it may legally do so, the receiving Party: (i) advises the disclosing Party prior to making such disclosure in order that the disclosing Party may object to such disclosure or take any other action that it considers appropriate to protect the Confidential Information and; (ii) takes actions necessary to minimize any disclosure to only that necessary to satisfy any legal requirement of a competent governmental or regulatory authority (including through redaction of sensitive commercial information, where legally permissible).

11.5. Any reproduction of any Confidential Information of the other Party shall remain the property of the disclosing Party, and the disclosing Party may, at any time including on termination or expiration of this Agreement, request the receiving Party to return, destroy or delete (and confirm the destruction or deletion of the same) as instructed (in such a manner that it cannot be recovered) all Confidential Information of the disclosing Party in the receiving Party’s possession or control. Notwithstanding the foregoing, each Party may archive all copies of Confidential Information that it is required to retain to comply with law and its other record-keeping requirements.

11.6. The Customer shall not disclose the prices discussed between the parties to third parties, unless otherwise agreed by the Parties.. Neither Party will use the name of the other Party without the prior written consent of the other, except that Client agrees that Accenture may use Client's name in customer listings or quarterly calls with its investors or, at times mutually agreeable to the Parties, as part of Accenture's marketing efforts (including reference calls and stories, press testimonials, and prospective customer meetings).

12. ADDITIONAL TERMS

12.1. Compliance with Laws. Accenture will comply with all laws applicable to it and its business in providing Client with access to the Services, and Client will comply with all laws applicable to it and its business in providing the Client Content and in using the Services in the manner. Each Party will comply with relevant data privacy laws to the extent applicable to such Party in its role with respect to the processing of Client Personal Information under this Agreement. Each Party will comply with all export control and economic sanctions laws applicable to its performance under this Agreement. Client agrees that Client will and will procure that Authorized Users do not use the Services in or in relation to any activities involving a country subject to comprehensive economic sanctions (including without limitation Cuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine), or involving a Party in violation of such applicable trade control laws, or that require government authorization, without first obtaining the informed consent of Accenture and the required authorization. For the avoidance of doubt, Client shall not grant access to the Services to any individual, entity or organization which is subject to trade sanctions or embargos by the United States or any applicable jurisdiction, including any individual, entity or organization which is listed on the OFAC Specially Designated Nationals List from time to time.

12.2. Notices. Unless expressly stated otherwise in this Agreement, all notices under this Agreement must be in writing and must be delivered personally, sent by certified mail (return receipt requested); or sent by express courier (with confirmation of delivery). The notice will be deemed given and will be effective upon receipt: (a) when it is delivered to a Party personally; (b) upon receipt if sent certified mail, return receipt requested; or (c) when delivered by a nationally recognized overnight courier service such as FedEx (with confirmation of delivery). Any notice by email will only be allowed in the Sections of this Agreement that expressly permit it. All notices must be addressed to the other Party at the address informed by the entity or person accessing the Solutions or set forth in the preamble above.

12.3. Dispute Resolution, Governing Law and Jurisdiction. The Parties will make good faith efforts to first resolve internally within 30 days any dispute, including over an invoice, in connection with this Agreement by escalating it to higher levels of management. This Agreement shall be ruled by Brazilian legislation. The Parties choose the venue of the City of São Paulo, State of São Paulo, and waive any other venues irrespective of how privileged they may be, to settle any issues that may arise from this Agreement.

12.4. Force Majeure. Other than Client’s obligation to pay Accenture pursuant to this Agreement and any Service Order, neither Party will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including but not limited to electrical or power outage, utilities or telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, or labour disputes with its or its affiliates’ employees, industrial disturbances.

12.5. Survival. The provisions of Sections 6, 7.4, 8, 9, 11 and 12, and any other Sections which by their nature are intended to survive, will survive the termination or expiration of this Agreement.

12.6. Assignment. Client may not assign this Agreement or delegate or sublicense any of Client’s rights or obligations hereunder, including by operation of law, without the prior written consent of Accenture and any attempt to do so in violation of this provision will be null and void. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

12.7. Variation. Except as otherwise expressly provided to the contrary in this Agreement, this Agreement may only be changed, modified or expanded by a writing signed by both Parties.

12.8. No waiver. No delay, neglect or forbearance on the part of either Party in enforcing against the other any term or condition of this Agreement will be deemed to be a waiver nor will it in any way prejudice any right of that Party under this Agreement nor will any single or partial exercise of any right preclude any other or further exercise of these rights or any other right.

12.9. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the Parties that this Agreement will be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective. The Parties agree that any principle of construction or rule of law that provides that an agreement will be construed against the drafter will not apply to this Agreement.

12.10. Entire Agreement. This Agreement, along with any applicable Service Orders exhibits or other attachments hereto, contains the entire agreement between the Parties with respect to the matters specified herein and supersedes all prior or contemporaneous representations, understandings, agreements or communications between Accenture and Client, whether written or verbal, regarding the subject matter of this Agreement. Except as a Service Order may otherwise expressly provide, each Service Order will be a complete statement of its subject matter and will supplement and modify the terms and conditions of this Agreement for purposes of that Service Order only.

12.11. Relationship of the Parties. Nothing in this Agreement will be deemed to create a joint venture, partnership, or agency relationship between the Parties or be deemed to authorize either Party to incur any liabilities or obligations on behalf of, or in the name of, the other.

12.12. Third Party Rights. Accenture’s licensors are third party beneficiaries hereunder. This Agreement does not otherwise create any third party beneficiary rights, and, in particular, it is agreed that Client’s Authorized Users are not third party beneficiaries. Accenture and Client are independent contractors.

12.13. Existing Agreements. This Agreement is separate from any obligations, rights, or requirements contained in any existing master services agreement, professional services agreement, consulting services agreement, outsourcing agreement, or related agreements (“Existing Agreements”) between the Parties. Any Existing Agreement will not apply to the products and services that are the subject of this Agreement, and this Agreement expressly overrides any conflicting statements in any Existing Agreement.

12.14. Counterparts. This Agreement may be executed in any number of counterparts and executed by other electronic communication as agreed upon by the Parties, such execution to be considered an original for all purposes, and all of which together will constitute one and the same instrument, notwithstanding that the Parties may not both be signatories to the original or same counterpart.

12.15. Business Contact Information. Each party consents to the other party using its Business Contact Information for contract management, payment processing, service offering, and business development purposes related to this Agreement and such other purposes as set out in the using party’s global data privacy policy (copies of which shall be made available upon request). For such purposes, and notwithstanding anything else set forth in this Agreement with respect to Client Personal Information in general, each party shall be considered a data controller with respect to the other party’s Business Contact Information and shall be entitled to transfer such information to any country where such party’s global organization operates.

EXHIBIT A – DEFINITIONS

“Additional Services” has the meaning given to it in Section 2;

“Affiliate” of a Party means any entity, whether incorporated or not, that is Controlled by, Controls, or is under common Control with such Party. “Control” means the ability, whether directly or indirectly, to direct the affairs of another by means of ownership, contract or otherwise;

“Agreement” means this Accenture Subscription Services Agreement, any exhibits attached hereto and any other documents which may be established between the parties.

“Authorized User” means any individual or entity that, directly or indirectly through another Authorized User, accesses or uses the Services;

“Business Contact Information” means the names, mailing addresses, email addresses, and phone numbers of a party’s personnel, officers and directors and, with respect to Client, such information regarding Client’s vendors and customers that Accenture may have access to in maintaining the parties’ business relationship.

“Cloud Vendor” means the relevant cloud service provider, providing the IaaS;

“Client Content” means all content, materials, data and information, including Personal Information that Client or its Authorized Users enter into the Platform Services. Client Content shall not include any component of the Platform Services or material or data provided by or on behalf of Accenture or its licensors.

"Client Personal Information” means Personal Information provided to Accenture by or on behalf of Client in connection with this Agreement, in the form of Client Content;

“Confidential Information” means information that relates to the other Party’s (or to Cloud Vendor's) past, present, or future research, development, business activities, products, services, and technical knowledge, which is identified by the discloser as confidential or that would be understood to be confidential by a reasonable person under the circumstances. For the purposes of this Agreement, the term “Confidential Information” does not include Client Content;

“Consent” means (1) all consents, permissions, notices and authorizations necessary for Accenture to provide the Platform Services, including any of the foregoing from Client employees or third parties; (2) valid consents from or notices to applicable individuals whose data is processed by the Platform Service); and (3) required authorizations from regulatory authorities, employee representative bodies or other applicable third parties;

“Effective Date” is the date that is Client’s initial access to the Services through https://usecoda.com or the date we provide you with confirmation of your Subscription or the date on which your Subscription is renewed, as applicable;

“Fees” means the fees specified in the relevant subscription plan acquired and payable in accordance with Section 6;

“High Risk Activities” means Usage such as the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems environments where the use or failure of the Service could lead to death, personal injury or environmental damage;

“IaaS” means the infrastructure-as-a-service provided by a Cloud Vendor on which the Services are hosted or is otherwise utilized in the provision of the Services by Accenture;

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature;

“Permitted Purpose” has the meaning given to such term in the applicable Service Order. If the applicable Service Order does not define Permitted Purpose, it will mean Client’s internal business purposes.

“Personal Information” means data which names or identifies a natural person including, without limitation: (a) data that is explicitly defined as a regulated category of data under data privacy laws applicable to Client; (b) non-public personal data, such as national identification number, passport number, social security number, driver’s license number; (c) health or medical information, such as insurance information, medical prognosis, diagnosis information or genetic information; (d) financial information; and/or (e) sensitive personal data, such as race, religion, marital status, disability, or sexuality;

“Services” means a hosted solution made available by Accenture for Client’s access and use on a subscription basis, as detailed in the applicable subscription plan acquired by Client. The term “Services” includes any modifications, enhancements, additions, extensions, translations and derivative works thereof and any configuration and related services. The Platform Services do not include Client Content or any Client-provided third party software;

“Term” has the meaning set forth in Section 10;

    "Virus" means any item, software, device or code which is intended by any person to, or which is likely to, or which may:

    (a) impair the operation of any software or computer systems;

    (b) cause loss of, or corruption or damage to any software or computer systems or data;

    (c) prevent access to or allow unauthorised access to any software or computer system or data; and / or

    (d) damage the reputation of the Client and / or Accenture,

    including any computer virus, Trojan horse, worm, software bomb, authorization key, license control utility or software lock.

EXHIBIT B – DATA PRIVACY TERMS

RESERVED

SCHEDULE 2

Cloud Vendor Terms

Microsoft Azure Policies, as they may be updated from time to time: https://www.microsoft.com/en-gb/Licensing/product-licensing/products.aspx

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