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Terms of use

Last updated on April 11, 2025

Hello, welcome to the Comp Platform!

These General Terms and Conditions of Comp ("General Terms and Conditions") apply to the contracting of Products and/or Services provided by COMP TECHNOLOGIES LTDA, headquartered at Alameda Rio Negro, 503, suite 2020, Alphaville Centro Industrial e Empresarial/Alphaville, ZIP 06454-000, city of Barueri, State of São Paulo, registered under CNPJ/MF No. 47.953.511/0001-91 (hereinafter referred to as "Comp").

Reading, understanding, and accepting these General Terms and Conditions are mandatory and indispensable requirements for using the Products and/or Services offered by Comp.

The Contractor attests that it has read, understood, and accepts these General Terms and Conditions, and agrees to be bound by them, on its own behalf and on behalf of its Users.

Comp may, at any time, modify, alter, or delete part of the content of these General Terms and Conditions for their improvement and the betterment of the services provided, which is why we recommend careful reading upon each access. If such change significantly impacts the contracted Products and/or Services, we will request your acceptance (express or tacit).

THE USER DECLARES AND WARRANTS, FOR ALL AND ANY PURPOSES, THAT THEY HAVE READ, UNDERSTOOD, AND AGREE WITH THESE GENERAL TERMS AND CONDITIONS, AND THAT THEY HAVE THE CAPACITY AND POWERS NECESSARY TO ACCEPT THESE GENERAL TERMS AND CONDITIONS ON BEHALF OF THEMSELVES AND THE LEGAL ENTITY THEY REPRESENT (AS APPLICABLE).

1. KEY DEFINITIONS

1.1.

Without prejudice to other definitions included in these General Terms and Conditions, the expressions below shall have the definitions set forth below, in the plural or singular:

(i)

CONTRACTOR: is the legal entity contracting the Products and/or Services offered by Comp.

(ii)

SPECIALIST: is the compensation specialist who will provide technical support and specialized consulting to the Contractor, if such service is included in the Contract Proposal.

(iii)

COMP PLATFORM: is the SaaS (software as a service) solution owned by Comp, through which the User can use the available features, according to the Products and/or Services included in the Contract Proposal.

(iv)

PRODUCTS AND/OR SERVICES: are the Products and/or Services contracted by the Contractor, under the terms of the Contract Proposal.

(v)

CONTRACT PROPOSAL: is the Contract Proposal entered into between the Contractor and Comp, governing the specific commercial conditions applicable to the contracting of Products and/or Services offered by Comp.

(vi)

PRIVACY POLICY: is the Privacy Policy of Comp, available at the linkhttps://comp.vc/politica-de-privacidade.

(vii)

GENERAL TERMS AND CONDITIONS: comprises these General Terms and Conditions of Comp and its annexes, including the Contract Proposal.

(viii)

USER: is the natural person who accesses the Comp Platform, who may be a representative of the Contractor or an employee authorized by the Contractor to use the Comp Platform on its behalf.

2. PRODUCTS AND/OR SERVICES

2.1.

These General Terms and Conditions apply to all Products and/or Services offered by Comp, listed below:

2.1.1. Compensation Benchmarking

By subscribing to the Comp Consulting modality, the Contractor will have a license to use the Comp Platform, where it will submit anonymized data on compensation, career plans, and employee benefits. In return, the Contractor will have access to aggregated compensation, career plan, and benefit data from employees of over 1,000 (one thousand) companies.

2.1.2. Comp Compensation Management

By subscribing to the Comp Compensation Management modality, the Contractor will have a license to use the Comp Platform, where it may access and enjoy the following features:

Compensation Communication
Product that enables the Contractor to effectively communicate the compensation of its employees and candidates, ensuring clarity and transparency in salary management processes.
Diagnosis
Tool for the Contractor to perform automatic comparisons of its salary structure with selected markets, providing valuable insights for strategic compensation decision-making.
Recognition Cycle
Product that enables the efficient execution of the merit and promotion process for the Contractor's employees. The administrator can set parameters, while managers and approvers have facilitated access to manage and approve changes.

The Contracted Party may, through the Comp Platform, manage promotions and feedback, salary increases for each employee, increase distribution based on the Contractor's budget, administration of bonuses offered, and recruitment metrics for new employees.

2.1.3. Comp Consulting

By joining the Consulting modality, the Contractor may select the individual contracting of 1 (one) or more of the following Products and/or Services: (i) Comparative compensation diagnosis and organizational design, (ii) Creation of salary tables (iii) structuring of compensation philosophy (iv) review of short-term incentives. The Contractor, upon contracting the Consulting modality, will have access to the service of a Specialist, as applicable. The Specialist's functions shall include, but not be limited to:

Compensation Specialist

(i)Redesign and/or update the Contractor's salary ranges, considering factors such as positions, hierarchical levels, responsibilities, and specific requirements of the organization;

(ii)create and/or update short-term incentive programs, long-term incentives, and benefits, taking into consideration organizational goals, market practices, and the specific needs of the Contractor;

(iii)support the Contractor in other relevant demands related to compensation, career plans, salary policies, among other demands, according to the specific needs of the organization. The scope of these additional demands shall be jointly defined between the Contractor and the Specialist, aiming to meet the particularities and objectives of the organization.

The scope of the Specialist's activities shall be defined between the Parties. The Contractor must make requests only within the Specialist's functions and not require activities beyond the defined scope.

The Contractor must align the Specialist's functions and demands with Comp at least 15 (fifteen) days in advance of the desired start date of the Specialist's activities.

Regarding the Specialist, the Contractor acknowledges that it shall:

(i)Provide Comp with all information and data necessary for the provision of the Specialist's services, with a reasonable advance notice. Comp shall not be responsible for the non-use of information provided outside the stipulated timeframe; and

(ii)Provide all data and specifications necessary for the full execution of the Specialist's activities, including information and context of the Contractor's internal policies and other resources necessary for the provision of services.

2.1.4. Sharing of Anonymized Data

The Contractor hereby irrevocably and irretractably authorizes that data provided to Comp, directly or indirectly, as a result of contracting any Product and/or Service, may be used by Comp, in anonymized and aggregated form, for statistical purposes and for the composition of comparative and benchmarking databases, ensuring the absence of any identifiable personal data or data that allows the re-identification of individuals.

2.2.

Only the Products and/or Services contracted by the Contractor shall be provided to the Contractor (and to its Users, as applicable), as described in the Contract Proposal.

2.2.1. The contracting of additional Products and/or Services must be carried out through the execution of an addendum to the Contract Proposal, which shall describe the values related to licenses and any other terms applicable to the additional Products and/or Services contracted.

2.3.

All Users linked to the Contractor must accept these General Terms and Conditions and the Comp Privacy Policy before using the Products and/or Services.

3. Comp Platform

3.1.

The license to use the Comp Platform is granted on a non-exclusive basis, with Comp being completely free to grant usage licenses to any third parties, even competitors of the Contractor.

3.2.

The Comp Platform is an off-the-shelf product, not subject to customizations, adaptations, or integrations requested by the Contractor, unless expressly provided for in the Contract Proposal. In this case, any customizations, adaptations, integrations, parameterizations, updates, new versions, or any changes made by Comp shall be the exclusive property of Comp, which may, at its sole discretion, make them available to all other contractors of the Comp Platform, provided they do not reveal confidential information or trade secrets of the Contractor.

3.3.

The use of the Comp Platform will necessarily depend on electronic equipment and devices connected to a broadband internet network with minimum speed capable of handling its processing. Access and use of the Comp Platform may be impaired due to the version of the operating system of the User's device or the technical conditions of the devices used by the User. The adequacy and updating of devices, browsers, or operating system versions for the operation of the Comp Platform is the responsibility of the Contractor. Comp is not responsible for any damages suffered due to the discontinuation and/or alteration of old versions of the Comp Platform.

3.4.

The User shall be responsible for maintaining the confidentiality of their access credentials to the Comp Platform, as well as ensuring that their electronic devices are not used or accessed by unauthorized persons. The User commits to notifying Comp immediately upon becoming aware of any unauthorized use or access to their account.

4. OBLIGATIONS AND RESPONSIBILITIES OF THE CONTRACTOR

4.1.

Without prejudice to other obligations provided for in these General Terms and Conditions, in the Contract Proposal, and in the Privacy Policy, the Contractor undertakes, on its own behalf and on behalf of its Users, to:

(i)Pay punctually the amounts due to Comp, under the terms of the respective Contract Proposal;

(ii)Be responsible for the regularity, lawfulness, and compliance of its activities with applicable legislation;

(iii)Present and/or provide originals, copies, and/or digitized copies of documents and information requested by Comp for the provision of Products and/or Services, respecting the deadlines set by Comp, under penalty of material impossibility of providing the Products and/or Services, as applicable;

(iv)Present and/or provide originals, copies, and/or digitized copies of documents and information requested by Comp for the provision of Products and/or Services, respecting the deadlines set by Comp, under penalty of material impossibility of providing the Products and/or Services, as applicable;

(v)Designate a technical representative within its organization to maintain direct and technical contact with the Comp Platform support and implementation teams, as applicable;

(vi)Maintain the security and confidentiality of logins and passwords for accessing the Comp Platform, as applicable, with Comp having no control over the provision or use of such logins and passwords, and assuming that Users will adopt security measures compatible with the risks and needs in question;

(vii)Not use the Comp Platform in any manner that, in any way, results in violations of applicable legislation, these General Terms and Conditions, the Contract Proposal, and/or the Privacy Policy;

(viii)Not copy, assign, license, sublicense, sell, rent, lease, pledge, distribute, share, reproduce, donate, dispose of in any way, make available, grant access to the Comp Platform, or transfer in whole or in part, under any modalities, free of charge or for consideration, temporarily or permanently, the Comp Platform software, as well as its modules, parts, manuals, or any information related to it, including any and all content of Comp;

(ix)Not decompile or promote, and/or facilitate, any reverse engineering, unauthorized access, or attempted reverse engineering or unauthorized access, to the source code of the Comp Platform;

(x)Not use the Comp Platform to obtain information of any nature that is protected by confidentiality, trade secrets, or by privacy and personal data protection laws;

(xi)Not violate, or attempt to violate, information security systems of Comp or third parties, or attempt to obtain unauthorized access to computer networks connected to the internet;

(xii)Not employ software, techniques, and/or devices with the intention of improperly using the Comp Platform for harmful practices against Comp or third parties, such as hacking, scraping, crawling, exploits, spamming, flooding, spoofing, crashing, rootkits, etc.;

(xiii)Not engage in acts that cause or facilitate contamination or damage to any equipment of Comp and/or third parties, including through the publication or transmission of any file containing viruses, worms, malware, bots, backdoors, spyware, rootkits, Trojan horses, or any other contaminating or destructive program;

(xiv)Not engage in any conduct that may interfere with the proper functioning of the Comp Platform;

(xv)Not use the Comp Platform for purposes other than those for which it was made available by Comp;

(xvi)Not use the Comp Platform, or allow its use, for, by, or for the benefit of third parties;

(xvii)Not allow persons not authorized by Comp to perform maintenance or any other repairs or installations on the Comp Platform;

(xviii)Not violate or threaten the rights and interests of Comp; and

(xix)Not use the Comp Platform for the purpose of developing or operating a product similar to or competing with the Comp Platform or any other product or service offered by Comp, or to facilitate access to the Comp Platform by a competitor of Comp.

4.2.

The Contractor expressly declares that it has full knowledge of all characteristics, scope, and limitations of the Comp Platform and, after evaluation, agreed to its contracting and/or use in its current state.

4.3.

The Contractor is responsible for its respective Users, and shall indemnify Comp and/or third parties for any and all damages or losses caused by them. If Comp is compelled to participate in any judicial or administrative proceeding related to the liability assumed herein by the Contractor, the Contractor is obligated to reimburse Comp for the legal and financial burdens incurred by Comp, without prejudice to any losses and damages.

4.4.

In the event of a violation or suspected violation of these General Terms and Conditions, the Contract Proposal, the Privacy Policy, or any legal provision by the Contractor or any of its Users, Comp may, without prejudice to other measures, on its own or through third parties, at any time, at its sole discretion, without need of proof: (i) suspend or limit the Contractor's and its Users' access to the Comp Platform and other Products and/or Services offered by Comp, (ii) suspend or block the Contractor's and its Users' account temporarily or permanently; and/or (iii) take other civil or criminal measures deemed necessary for compliance with these General Terms and Conditions.

4.4.1.

The blocking or suspension of the Contractor's and its Users' account may result in the unavailability or loss of data or information stored on the Comp Platform. Notwithstanding, the Contractor expressly agrees to fully release Comp, in any event, from any and all liability arising from any losses or damages related to the loss and/or unavailability of information, documents, or other content in general and/or for losses, damages, lost profits, or loss of opportunity.

4.4.2.

In addition to the measures provided for in Clause 4.4, in the event of non-compliance with any provision of these General Terms and Conditions, the Contractor shall be subject to the payment of a non-compensatory fine in favor of Comp equivalent to the total amount paid by the Contractor under these General Terms and Conditions in the last 12 (twelve) months. If the first 12 (twelve) months of these General Terms and Conditions have not yet elapsed, the fine amount shall be calculated based on the average monthly amount paid by the Contractor in the preceding months, multiplied by 12 (twelve).

5. OBLIGATIONS AND RESPONSIBILITIES OF COMP

5.1.

Comp undertakes to (as applicable):

(i)Make best efforts to maintain the Comp Platform with the highest possible availability rate, subject to the following exceptions:

a.Interruptions necessary for technical adjustments or maintenance, with advance notice;

b.Emergency interruptions arising from the need to preserve the security of the Comp Platform, intended to prevent and/or stop the actions of "hackers", as well as to implement security fixes;

c.Any unavailability caused by force majeure or fortuitous events, actions of governmental authorities, floods, fires, earthquakes, civil conflicts, acts of terrorism, strikes or labor problems, potential discontinuities from technology and communication service providers, such as server hosts, telecommunications operators, and electric utilities; and/or

d.Suspension by order of competent governmental authorities, or for breach of clauses of these General Terms and Conditions, the Privacy Policy, or the Contract Proposal, as applicable.

(ii)Offer remote maintenance and technical support services for resolving problems or failures in the operation of the Comp Platform, under the terms provided herein;

(iii)Make best efforts to protect, through storage on servers or any other industry-standard security means, the confidentiality of all information entered into the Comp Platform or otherwise made available by the Contractor and its Users; and

(iv)Make best efforts to protect, through storage on servers or any other industry-standard security means, the confidentiality of all information entered into the Comp Platform or otherwise made available by the Contractor and its Users; and

5.2.

Comp declares that it adopts adequate security measures in accordance with industry standards for the protection of the Comp Platform and the data contained therein. However, the Contractor and Users acknowledge that no system, server, or software is absolutely immune to attacks and/or invasions by hackers and other malicious agents, and Comp shall not be liable for any unauthorized deletion, acquisition, use, or disclosure of information and data contained in the Comp Platform resulting from attacks that Comp could not reasonably prevent through said security standards.

5.3.

Comp will provide technical support services to resolve questions or problems directly related to the Comp Platform via email at contato@comp.vc, from 7 AM to 8 PM, Monday through Friday. The manner and hours of technical support may change according to Comp's commercial policies, and if applicable, such changes will be communicated in advance to the Contractor.

6. LIMITATION OF COMP'S LIABILITY

6.1.

The Comp Platform is provided "as is", without any warranties of any kind by Comp, whether express or implied, such as, without limitation, warranties of merchantability, fitness for a particular purpose, and that it will meet the Contractor's expectations. Comp expressly disclaims any representation or warranty that the use of the Comp Platform will meet the Contractor's needs, will be uninterrupted, will be free of errors or data loss, and/or will be immune to attacks, viruses, interference, or other security breaches.

6.2.

Comp shall not be liable for any discontinuity resulting from network connectivity failures, infrastructure failures, failures caused by fortuitous events or force majeure, failures or compatibility problems or defects in third-party products or services, interruptions in power supply, problems related to technology employed that were not foreseeable, virus contamination, hacker attacks, or additionally, for:

(i)Misuse, negligence, recklessness, incompetence, or accident resulting from fault or omission on the part of the Contractor or its Users;

(ii)Unauthorized modifications or improper use by the Contractor or its Users;

(iii)Use of the Comp Platform by the Contractor or its Users in a manner incompatible with technical specifications;

(iv)Failure by Users to maintain the security and confidentiality of their account and password details;

(v)Use of the Comp Platform by an unauthorized person;

(vi)Intervention by persons not authorized by Comp;

(vii)Defects and damages caused by forces of nature;

(viii)Incorrect or untruthful information, or false documents provided by the Contractor or its Users, or submitted in any form to the Comp Platform or to the Specialist; or

(ix)Administrative, managerial, or commercial decisions made based on information provided by the Comp Platform, which includes, but is not limited to, any losses and damages resulting from such decisions, as well as any litigation or labor proceedings that may be initiated against the Contractor as a result of organizational decisions made by it, regardless of any guidance or recommendation provided by Comp. Comp is limited to providing consulting services and provides information based on its specialized knowledge. It is exclusively the Contractor's responsibility to make final decisions related to compensation and management of its employees, taking into consideration its own circumstances and legal obligations.

6.3.

Comp does not guarantee, endorse, or assume any responsibility for information provided by the Contractor, its Users, or third parties, nor does it have any participation in the relationship established between the Contractor and its employees.

6.4.

The Contractor assumes full liability before Comp, other Users, and third parties, including the Contractor's employees, for damages and losses caused as a consequence of the acts of its respective Users in the use of the Products and/or Services, and also for non-compliance with laws or regulations or for misuse of the Comp Platform, keeping Comp harmless from any claims and/or liability.

6.5.

ANY INDEMNIFICATION OWED BY COMP TO THE CONTRACTOR ARISING FROM ANY DEBTS, OBLIGATIONS, LOSSES, DAMAGES, COSTS, JUDICIAL OR ADMINISTRATIVE DEMANDS, LIABILITIES, OR OTHER OBLIGATIONS OF ANY NATURE, AS WELL AS EXPENSES, INCLUDING REASONABLE EXPENSES WITH LAWYERS, ACCOUNTANTS, CONSULTANTS AND SPECIALISTS, AND REASONABLE FEES AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OF ANY INDEMNIFICATION RIGHTS UNDER THESE GENERAL TERMS AND CONDITIONS, UNDER THE PRIVACY POLICY OR UNDER THE CONTRACT PROPOSAL, AS APPLICABLE, OR IN THE DEFENSE OF ANY CLAIM (SUCH AS MONETARY CORRECTION, INTEREST, PENALTIES, FINES, COSTS AND LEGAL EXPENSES AND ANY AMOUNTS ESTABLISHED BY ANY COURT OF COMPETENT JURISDICTION) SHALL BE LIMITED TO DIRECT DAMAGES DEMONSTRABLY CAUSED EXCLUSIVELY BY COMP AND SHALL BE LIMITED TO THE AMOUNTS PAID BY THE CONTRACTOR TO COMP IN THE 12 (TWELVE) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE INDEMNIFICATION. UNDER NO CIRCUMSTANCES SHALL COMP BE LIABLE FOR INDIRECT DAMAGES, IMAGE DAMAGES, MORAL DAMAGES, LOST PROFITS, LOSS OF REVENUE, LOSS OF CHANCE, LOSS OF DATA, OR LOSS OF GOODWILL.

6.6.

The Contracted Party acknowledges and agrees that the limitations of liability provided for in this clause are essential elements of these General Terms and Conditions. Were it not for such limitations, the price and conditions agreed upon would be substantially different. This clause shall prevail over any others to the contrary.

7. INTELLECTUAL PROPERTY

7.1.

All Intellectual Property rights related to the Comp Platform and the Products and/or Services belong, and shall continue to belong, exclusively to Comp, including, but not limited to, trademarks, trade names, know-how, patents, copyrights, software rights, trade secrets, goodwill, methods, methodologies, feedback, improvement suggestions, and any and all improvements, updates, evolutions, and/or enhancements to the Comp Platform.

7.1.1.

For the purposes of these General Terms and Conditions, "Intellectual Property" means any and all intellectual property and industrial property rights worldwide, including, without limitation: (i) patent rights; (ii) trade secrets and rights to know-how and confidential or proprietary information, processing, manufacturing, or marketing information, including new developments, inventions, models, and other proprietary information (including rights to specifications, designs, development methods, and software) and all related claims and rights; (iii) copyrights and works that may be subject to copyright (as well as any registrations or applications for registration), including in relation to works of authorship and all other corresponding rights worldwide, whether or not published, including the right to prepare, reproduce, perform, display, and distribute copyrighted works, as well as copies, compilations, and materials derived therefrom; (iv) rights to computer programs, software, algorithms, APIs, development tools, source codes, programming lines, databases, compilations and data, technology supporting the preceding items, and all rights to documentation, including user manuals and training materials, related to any of the above items; and (v) any similar, corresponding, or equivalent rights to any of the foregoing items, anywhere in the world, including new versions, features, improvements, fixes, and evolutions thereof.

7.2.

If they have contracted the Comp Platform, the Contractor and its Users acquire only the right to use the Comp Platform and the respective features expressly listed in the Contract Proposal, on a non-exclusive basis, during the term provided therein, and under the terms and conditions established in these General Terms and Conditions, without this implying the assignment of any Intellectual Property rights of Comp to the Contractor. The contracted licenses do not confer on the Contractor any Intellectual Property rights over the Comp Platform including, but not limited to, the right of ownership over its algorithms and source code. All rights, titles, and interests related to the Intellectual Property over the Comp Platform, including any updates, extensions, corrections, modifications, additions, customizations, improvements, and enhancements developed by Comp, with or without the involvement of the Contractor or its Users, are and shall always remain the exclusive property of Comp.

7.3.

The Contractor agrees and undertakes, on its own behalf and on behalf of its Users, to use the contracted Comp Platform in accordance with applicable laws, notifying Comp, as soon as they become aware, of any third-party violation of any Intellectual Property right of Comp.

7.4.

The Contractor and its Users are aware and agree that all content sent to Comp or to the Comp Platform (including evaluations, feedback, testimonials, suggestions, complaints, requests, ideas, information, comments, contacts, and interactions through any means with Comp) automatically becomes the property of Comp, which shall be the sole and exclusive holder of Intellectual Property rights over said content. If the assignment of Intellectual Property rights over content created by the Contractor or its Users and shared with Comp is prohibited by applicable laws, the Contractor and Users hereby grant Comp an exclusive, worldwide, free, unlimited, irrevocable license valid for a perpetual term (or the maximum period of legal protection), for use and exploitation of the content, in whatever manner it deems best, and at its sole discretion.

7.5.

Comp may use the name, images, brands, logos, and other distinctive signs of the Contractor in all its dissemination channels and means of communication, internal and external, including, but not limited to, its website, social media, and materials intended for the public, printed or digital, for the purpose of composing advertising, promotional, and/or institutional materials.

8. CONFIDENTIALITY

8.1.

Comp and the Contractor (on its own behalf and on behalf of its Users) undertake to observe strict confidentiality regarding any business, transactions, projects, proposals, documents, and information relating to the other parties to which they have access under this agreement ("Confidential Information"), acting with diligence and adopting all reasonable measures to prevent their verbal or written disclosure, or to allow access, whether by action or omission, by any third parties.

8.2.

The following information is not included in the confidentiality obligation provided for in this clause: (i) information that is or becomes public domain, without any breach by the receiving party of its confidentiality obligations; (ii) information that has been legitimately received from third parties who were not subject to any confidentiality obligation; (iii) information that has been independently developed by the receiving party, without total or partial use of the disclosing party's information; (iv) information whose transmission to third parties has been previously approved or consented to in writing by the disclosing party; (v) information that has been required by court order or competent governmental authority, provided that prior notice is given to the other Party of the existence of such order.

8.3.

Confidential Information may, however, be disclosed by either party to directors, officers, auditors, and legal counsel, without the need for prior approval by the other party, provided that such persons assume the confidentiality commitments stipulated herein.

9. DATA PROTECTION

9.1.

The provisions of this Clause shall be applicable to the Processing of Personal Data ("Personal Data"), under the terms of the General Data Protection Law (Law No. 13,709/2018 or "LGPD") and subsequent amendments ("Processing"), by the Parties in the context and for the purposes of fulfilling the terms and conditions of these General Terms and Conditions, and the Parties must comply with applicable legislation regarding the protection of Personal Data and privacy laws, including with respect to their employees and subcontractors, if applicable. Capitalized terms not expressly defined in these General Terms and Conditions shall have the meanings defined by the LGPD.

9.2.

Personal Data includes all information related to identified or identifiable natural persons, including identification numbers, cookies, geolocation data, or electronic identifiers, when these are related to a natural person, as well as health-related data, genetic or biometric data, which are considered Sensitive Personal Data, under the terms of the LGPD.

9.3.

Within the scope of these General Terms and Conditions, in the event of sharing Personal Data, Comp shall act as the Data Processor and the Contractor as the Data Controller, with the Contractor being responsible for defining the decisions regarding the Processing of Personal Data within the scope of these General Terms and Conditions. In this regard, the Contractor shall:

(i)Ensure that it has the necessary legal authorizations for the Processing of Personal Data within the scope of the Products and/or Services and to share them with Comp, as well as to ensure that Comp can carry out the Processing of Personal Data under the terms agreed upon in these General Terms and Conditions;

(ii)Protect the interests of Personal Data Subjects with due care and, in particular, ensure that Personal Data will be processed in accordance with applicable legislation;

(iii)Inform Personal Data Subjects, in a clear and accessible manner, about the purposes and conditions of Personal Data processing arising from Comp's Products and/or Services and other purposes provided for in these General Terms and Conditions, in order to comply with the obligations provided for in applicable legislation, including, but not limited to, the principle of transparency;

(iv)Determine the purposes, legal bases, and means of Personal Data Processing, through documented instructions that indicate these purposes, legal bases, and means in a clear and accessible manner, and inform Comp, within a reasonable time and in a complete manner, of any errors or irregularities related to the guidelines on the Processing of Personal Data;

(v)Adopt privacy and Personal Data protection governance policies, with measures to inhibit the improper use of Personal Data, contingency plans, and possible penalties for violations of the legal obligations established therein, in compliance with applicable legislation; and

(vi)Immediately notify Comp if any Personal Data Subject requests the exercise of their rights and this results in the need for Comp to take action.

9.4.

For the avoidance of doubt, the Contractor is expressly obligated to ensure that the collection of Personal Data processed in connection with the Products and/or Services and its sharing with Comp are carried out in accordance with applicable legislation.

9.5.

The Contractor undertakes to assume full liability for any and all damages caused to Comp, to Personal Data Subjects, or to third parties, including reimbursing Comp for any losses suffered, as a result of non-compliance with the obligations of this clause or violations of the LGPD and other applicable regulations.

9.6.

The Parties further guarantee the security of Personal Data that they may process in the context of the performance of this Agreement, by themselves, their employees (permanent and temporary), and any of their possible subcontractors and business partners, against total or partial destruction or loss, damage, alteration, unauthorized disclosure or access, or any other form of illegal processing, through the implementation of permanent, periodic, or corrective technical and organizational measures, in accordance with best practices and local regulations, as well as guaranteeing to immediately notify the other Party of any event that allegedly or demonstrably violates the security or exposes to risk the Personal Data shared by the other Party under this Agreement.

9.7.

The Personal Data Processing activities, in the context and for the purposes of executing these General Terms and Conditions, must comply with Brazilian legislation and other applicable laws, as well as all guidelines and codes of practice issued by the ANPD or other relevant supervisory or data protection authority.

10. SEPARATION OF PARTIES

10.1.

No partnership, association, joint venture, agency, consortium, power of attorney, or joint liability shall be established between Comp and the Contractor by virtue of this agreement, for any purpose, nor shall any operational, managerial, or any other type of relationship be formed between them.

10.2.

No employment relationship, obligation, or liability is established, directly or indirectly, between Comp and the Users by virtue of this agreement, with the Contractor bearing the exclusive responsibility for all charges arising from current legislation regarding its own employees, whether labor, social security, insurance, civil, or any others that may be created by governmental authorities, unions, and representative entities of the categories.

11. NON-EXCLUSIVITY

11.1.

Comp is free to offer the Products and/or Services to any third parties, as well as to enter into agreements, contracts, and partnerships with any third parties, as it deems appropriate.

12. TERM AND TERMINATION

12.1.

The provision of Products and/or Services shall remain in effect for the period provided for in the Contract Proposal, unless terminated early under the terms of the Contract Proposal and these General Terms and Conditions.

12.2.

Without prejudice to other termination scenarios provided for in the Contract Proposal, this agreement may be terminated early in the following circumstances:

(i)Upon notice by Comp to the Contractor, at any time and regardless of just cause, with a minimum advance notice of 30 (thirty) days. The termination notice may be sent by Comp to the Contractor through the Comp Platform or via the email provided by the Contractor at the time of contracting;

(ii)Breach of any material provision set forth in these General Terms and Conditions, in the Privacy Policy, in the Contract Proposal, and/or in any applicable legislation, not remedied within 10 (ten) days of notification (if remediable) or immediately if not remediable;

(iii)Insolvency, declaration of bankruptcy, or filing for judicial or extrajudicial reorganization of the other party;

(iv)If Comp ceases to offer the Products and/or Services;

(v)If necessary to comply with applicable legislation or an order from a competent authority; or

(vi)Force majeure or fortuitous event preventing the proper performance of these General Terms and Conditions for a period exceeding 30 (thirty) consecutive days.

12.3.

In the event of termination or rescission of these General Terms and Conditions, except when otherwise provided herein, Comp undertakes to make available to the Contractor, within a period to be agreed between the Parties, the data stored in its Users' accounts on the Comp Platform, in TXT or XLS format. Authorization is hereby granted to proceed with the deletion of data after confirmation of receipt by the Contractor. Additionally, at the time of termination, the Contractor shall have the right to request the specific retention, return, or destruction of stored data, according to its needs and in compliance with applicable legislation. Comp does not assume the obligation to maintain any stored data after the termination of these General Terms and Conditions and shall bear no liability for the Contractor's failure to store them after their transfer.

13. GENERAL PROVISIONS

13.1.

Executive Title: These General Terms and Conditions and the Contract Proposal shall serve as an extrajudicial executive title, binding the Contractor, on its own behalf and on behalf of its Users, as well as its successors and heirs in any capacity.

13.2.

Partial nullity and no waiver of rights. In the event that any provision of these General Terms and Conditions or the Contract Proposal is deemed null, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or limited in any way. The failure or delay of either party in exercising any of the powers or rights enshrined in these General Terms and Conditions and in the Contract Proposal, or in demanding compliance, shall not be construed as a waiver of such rights or powers, nor shall it affect the total or partial validity of the documents, nor the right of the respective Party to subsequently exercise such powers or rights, unless otherwise provided by law or contract.

13.3.

Force Majeure. Neither Party shall be liable to the other for any delay or failure in the performance of its obligations and, furthermore, in the provision of Products and/or Services due to force majeure or fortuitous events, including, without limitation, fire, pandemic, epidemic, terrorism, flood, blockade, transportation delay, war, hostile actions or similar, governmental rule or order, strikes or other labor difficulties, or other causes beyond their reasonable control. However, in such cases, both Parties shall resume performance immediately after the cause of such delay or failure has been removed.

13.4.

Assignment. The Contractor may not partially or totally assign its rights and obligations under these General Terms and Conditions to third parties. Comp, in turn, may assign or transfer its rights and obligations to its Affiliates or in the context of a corporate reorganization, upon simple notice to the Contractor. Furthermore, Comp may make any change to its corporate control without the need for authorization from the Contractor or Users or sending any notice to them. For the purposes of this clause, "Affiliate" means, jointly or individually, any person who, directly or indirectly, controls, is controlled by, or is under common control with such person, including, without limitation, investment funds or vehicles managed, administered, that control or are under common control with the person in question.

13.5.

Modifications to the Comp Platform: The Contracted Party and Users declare and accept that, at any time and without prior notice, Comp may make changes to the Comp Platform.

13.6.

Precedence. In the event of any conflict or contradiction, the Parties agree that the documents shall prevail in the following order:

Contract Proposal > General Terms and Conditions.

13.7.

Amendments. Comp may, at any time, amend these General Terms and Conditions and the Privacy Policy, at its sole discretion. Any amendments shall be communicated through the Comp Platform and/or via the email provided by the Contractor and/or shall be highlighted at the top of these General Terms and Conditions and the Privacy Policy, as applicable. Users must check this page and review the documents periodically to ensure they agree with the modifications.

13.7.1.

Except when express consent is required, if the User continues to use the Products and/or Services and/or if the Contractor does not object to the amendments and new terms notified by Comp within 30 (thirty) days from receipt of the notification, it shall be understood that they tacitly, irretractably, and irrevocably agree to the amendments.

14. APPLICABLE LAW

14.1.

These General Terms and Conditions shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil.

14.2.

Jurisdiction. The Parties elect the jurisdiction of the district of the city of Sao Paulo, State of Sao Paulo, to the exclusion of any other, however privileged, to settle all controversies, litigation, disputes, or claims arising from, related to, or connected with these General Terms and Conditions or the Contract Proposal, including any challenge related to their existence, validity, term, interpretation, revision, termination, compliance, breach, or enforceability ("Disputes").

BY ACCEPTING THESE GENERAL TERMS AND CONDITIONS AND THE SPECIFIC TERMS, THE CONTRACTOR AND THE USER DECLARE THAT THEY HAVE LEGAL CAPACITY AND EXPRESSLY AND UNEQUIVOCALLY ACKNOWLEDGE HAVING READ, UNDERSTOOD, AND FULLY ACCEPTED THEIR TERMS AND CONDITIONS AND ACKNOWLEDGE AS VALID AND FULLY EFFECTIVE THE FORM OF CONTRACTING THROUGH ELECTRONIC, DIGITAL, AND/OR COMPUTER MEANS, INCLUDING THE ACTIVE SELECTION OF A CHECKBOX (OPT-IN), CONSTITUTING AN EXTRAJUDICIAL EXECUTIVE TITLE FOR ALL LEGAL PURPOSES, AS PROVIDED BY ART. 10 OF PROVISIONAL MEASURE No. 2,200/2001.

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