Terms of use

VIA VAREJO’S DEVELOPERS PROGRAM AND API LICENSE CONTRACT

The Via Varejo’s Developers Program (“Developers Program”) allows the users who are registered at https://desenvolvedores.ViaVarejo.com (“Website”) to build applications that use the content and interact with the Website. These are the terms and conditions (“Contract”) that rule the participation of the denominated users (“Developers” or, individually, “Developer”) in the Developers Program, and the usage of the Via Varejo’s Application Programming Interface ("API”) by developers.

Any user that does not agree with the Terms of the Contract must not be part of the Developers Program. Via Varejo does not grant a license to use the Developers Program or an API to the users who do not accept these terms.

1. Definitions

1.1. Access key means the confidential security keys provided by Via Varejo for you to use the API, including the developer identification, certificate ID and application ID.

1.2. Application means the software application, website or another interface that you develop, have or operate in order to interact with the API.

1.3. Developers Program Tools means the Via Varejo’s Application Programming Interface (API) and all the other tools and information available at https://desenvolvedores.Via Varejo.com and other Developers Programs from the Via Varejo’s Website.

1.4. Via Varejo’s Content means all the stored and retrieved information from the Via Varejo’s database. Via Varejo’s Content does not include information that you do not get from Via Varejo and the API.

1.5. Via Varejo User means any person that accesses any page from any Via Varejo Website.

1.6. Via Varejo’s User Contract means the terms and policies in which Via Varejo provides its services to Via Varejo’s users, currently available through links in the Via Varejo’s Websites, and incorporated here by this reference.

1.7. Your Users means your application’s end users, your service providers, and anyone who sublicenses your Application.

2. Conditions of the Developers Program

2.1. Participation in the Developers Program. The Developers Program is a set of APIs and tools that allow the developers to create applications to access and interact with the Website, certain Via Varejo’s Content and Via Varejo services. The Participation in the Developers Program provides the developers with access to the tools of the Via Varejo Developers Program. Those tools allow the developers to access the Via Varejo’s Website, services and Content, in order to develop applications that interact with the Via Varejo’s Website and services, or make its usage easier.

2.1.1. Usage of Tools of the Via Varejo Developers Program. The usage of Tools by the Developers is allowed only to facilitate, enhance and/or improve the usage and operation of the Via Varejo’s Website and services for the Application Users.

The Developers Program’s Tools may not be used in any way that aims to: (a) breach any law or Via Varejo’s General Conditions, and other Conditions and Policies; (b) damage the functioning of Via Varejo’s Website, Services and/or Business activities; (c) perform malicious or fraudulent acts, according to Via Varejo’s criterion; (d) assign the responsibility to Via Varejo and/or its users and/or the application users; and (e) participate in any of the restricted activities established in the Section 4 of this instrument.

2.1.2. Application Guidelines. The developers can develop, expose or distribute applications that interact with the API. The developers agree that they are the sole responsible for the applications they develop, including their functioning, usage and results.

2.2. API License

2.2.1. API usage. As part of your participation in the Developers Program, and subject to this Contract, Via Varejo grants the developers a non-exclusive, non-transferable and non-sublicensable license (unless expressly allowed herein) to use the API only to perform the following, subject to the restrictions established in this Contract:

2.2.1.1. Allow the Application to interact with certain Via Varejo’s database (for example, at Via Varejo’s sole discretion, the public Via Varejo’s database, and the Via Varejo’s Sandbox), in order to retrieve necessary information to facilitate the usage of Developers or Users of Via Varejo’s Website and services through the application;

2.2.1.2. Make intermediary copies of Via Varejo’s Content only if necessary, in order to perform the activities allowed under the terms of this Contract. The developers must delete all the intermediary copies when they are not needed anymore to the purpose they were created for;

2.2.1.3. Rearrange or reorganize Via Varejo’s Content of an Application;

2.2.1.4. Expose Via Varejo’s Content compliant with this Contract and the Requirements of the API Logo’s Usage (established in the Section 2.3)

2.2.1.5. Use, expose or change the Via Varejo’s Content when expressly authorized by an authenticated Via Varejo User.

2.2.2. Access key. After the registration on the Website, Via Varejo will provide the developers with Access Keys and access permission to certain Via Varejo’s databases, according to Via Varejo’s sole criteria. Via Varejo is the owner of the Access Keys, and with the participation in the Developers Program, they can be revoked if the developers: share them with third parties (others than the ones provided in this Contract), compromise them, breach any Terms of this Contract and/or if Via Varejo unilaterally terminates this Contract.

2.2.3. Calls Limitations of the API. The number of calls to the API that the Developer is allowed to make during a certain period may be limited at Via Varejo’s discretion. Via Varejo will determine the limit of calls based on several factors, including the ways the Application can be used by its developer, or the expected usage volume associated with the Application. The allowed number of calls to the API for each Developer will be established case by case, through an HTTP header. Via Varejo may, at its sole discretion, charge the developers for the API calls if they exceed the call limits, or cancel the Developer’s access to the API, according to the Section 14.2. The APIs’ non-used calls will not be accumulated for the next day or month, as applicable.

2.3. Logos of the Developers Program. Via Varejo may grant the Developers a non-exclusive license to expose logos, subject to certain terms and conditions to be established in the appropriate time, and incorporated herein by reference. In this case, the developers must expose the logos according to the terms and conditions. Via Varejo gives the final approval on the addition of API logos to the Application, and it may terminates this trademark license at any time, due to any reason, and the Developers must immediately remove the logos. Via Varejo may update the API logos from time to time, and the updated logo must be used by the developers.

2.4. Certification. Via Varejo may, at its sole discretion, demands or provides certification for some applications. The certification will be composed of a confirmation by Via Varejo or a designated independent third party saying that the Application technology complies with a set of Via Varejo’s guidelines. The Developers are responsible for all the costs associated to the certification, and for all the changes necessary to meet the certification criteria. Via Varejo will not allow the Developers to access the public database until the certification is complete. Future changes in the application and/or the conditions of usage or exposure of Via Varejo’s Content may be subject to recertification. If Via Varejo demands certification, the Developers’ failure in obtaining the certification is a reason for immediate termination of this Contract.

3. Via Varejo’s Content

3.1. Using and Exposing Via Varejo’s Content. The exposure of Via Varejo’s Content is allowed only inside your Application. You may use and expose Via Varejo’s Content only according to the following guidelines:

3.1.1. Authentication. If your Application will allow the users to interact with Via Varejo’s Website and services, in a way that requires a log in to your Via Varejo accounts (for example, shopping list or access to my Via Varejo), you may provide this access only after the “Authentication”, which happens when a Via Varejo user grants the Application access to the Via Varejo’s Content of the User through a controlled log in, and a consent page.

3.1.2. Public Exposure. You may expose to everybody the Via Varejo’s Content that any Via Varejo User makes available to the public on the Via Varejo Website, during the time that such Content is available to the public, in order to promote Via Varejo, and to allow your Users to research and browse in lists (“Public Presentation”). When the Via Varejo’s Content is not available to the public, you must delete it from your Application. For example, when a Via Varejo User ID is available to the public, connected with a list on the Via Varejo Website, you may expose the User ID through your Application, but if and when this User ID is not visible anymore connected with the list, or it becomes anonymous, you no longer may expose the Via Varejo User ID in a public exposure of the list.

3.1.2.1. Via Varejo’s Content in a Public Exposure may not be mixed or combined with the content of third parties. All the Via Varejo’s Content must be separated from the non-Via Varejo’s Content (for example, third party lists or other non-Via Varejo information), and visually separated from the non-Via Varejo’s Content (for example, with lines or color changes).

3.1.2.2. The Via Varejo’s Content that is available only to a registered Via Varejo User after the Via Varejo Account signature may be exposed to the user only after the authentication. Such Content may not be exposed to be public without the explicit consent of such person.

3.1.3. Lists’ age. Information that is exposed in a list must have only up to 6 hours more than the information that is exposed on the Via Varejo Website, and any other Via Varejo’s Content must have only up to 24 hours more than the content exposed on the Via Varejo Website. If your list of exposed items is not as current as the list of Via Varejo Website, you need to disclose in your application how old your list of items is in relation to the Via Varejo’s one.

3.1.4. Derived Information

3.1.4.1. You must have an explicit written permission from Via Varejo to use or expose the Via Varejo’s Content, in any way that allows the creation of any of the following information:

3.1.4.1.1. Any statistics through Via Varejo Websites, or on any Via Varejo Website;

3.1.4.1.2. Assume rates by improved lists (for example, galleries, highlight categories, categories, etc);

3.1.4.1.3. The gross sales of commodities of any Via Varejo’s Website or services, or other statistics related to the performance (financial or not) of any Via Varejo’s Website or service; or

3.1.4.1.4. Average or gross price of sales of commodities sold in any Via Varejo category.

3.1.4.2. You must have an explicit written permission from Via Varejo to use or expose the Via Varejo’s Content, in any way that allows the creation of any of the following information (except for an authenticated Via Varejo User to accesses their own information):

3.1.4.2.1. Information related to specific Via Varejo Users, or types of Via Varejo Users;

3.1.4.2.2. Conversion, conclusion or the success rates; or

3.1.4.2.3. Information about auction reservations.

3.1.5. Content in Frame. Unless expressly allowed by Via Varejo, you will not create frames (split the browser exposure area into separated sections; each of them has a different Web page) of any web page hosted in the Via Varejo’s servers.

3.1.6. Via Varejo Lists. If your application will exposure Via Varejo lists for buyers who want to purchase through a bid (auction), or perform a direct purchase, the application must have, at least, all the information legally demanded by the applicable laws and regulations.

3.2. Protecting the Users’ Privacy

3.2.1. Collection and usage of personal information. Your Participation in the Developers Program and your usage of Tools of the Developers Program may allow you to collect personal information about Via Varejo Users. “Personal Information” is any information related to an identifiable individual, direct or indirectly. It may include information that you collect daily from users related to your application, information that is in the Via Varejo’s Content, or that you somehow receive from Via Varejo, about Your Users or other Via Varejo Users and their commercial activities.

3.2.1.1. You will delete the Personal Information when it is no longer necessary to the execution of the Contract, or when you leave the Developers Program. This provision does not apply to information collected directly from Your Users, with no relation with the Via Varejo Website and services.

3.2.1.2. You shall not, under any circumstances, collect or store Via Varejo’s user IDs and passwords.

3.2.2. Compliance with Privacy Laws. Your application and its usage of the Developers Program Tools and Via Varejo’s Content will always comply with all the laws, regulations and best practices related to privacy, data protection and on demand or for download software.

3.2.3. Information about Your Users. You may receive Personal Information about Your Users directly from them, or from Via Varejo, after the Authentication. The collection and usage of such information will be authorized only by Your Users, and will comply with your privacy policy. Your privacy policies and practices shall comply with the applicable laws. If you choose not to have your own privacy policy, you must comply with the Via Varejo’s Privacy Policy, currently available through links in the Via Varejo’s Websites, and incorporated herein by this reference.

3.2.4. Information about Via Varejo Other Users. You can receive information about Via Varejo Users, who may be Your Users or not, that are publicly provided by Via Varejo, or that are provided by Via Varejo after the Authentication through the transaction partners of Your Users (“Other Information about the User”). Any other information of a Via Varejo User provided to you will be limited to information reasonable necessary to perform allowed activities within this Contract.

3.2.4.1. Using Other User Information. You shall not collect, store, use or disclose Other User Information to any end other than facilitating the usage of Cnovas’ websites and services allowed in this Contract.

3.2.4.2. Via Varejo’s Privacy Policy. The usage of Other User Information shall comply with the Via Varejo’s Privacy Policy.

3.2.4.3. Public Information. You can practice the Public Exposure of Other User Information (for example, lists of Via Varejo) only according to Section 3.1.2. You are not allowed to expose any other Personal Information to the public without the express consent of the data holder.

3.2.4.4. Via Varejo Sandbox. You can use the information provided on Via Varejo’s Sandbox (Via Varejo’s database for test) only for developing and testing your application on Sandbox, and then you need to delete them right after you use it for test.

3.2.5. Communication. You will not use Personal Information of Your Users or of Via Varejo’s Users, which you received from Via Varejo, to send or allow the send of non-requested communications of any type. You can communicate with Your Users, or send communications started by and on behalf of Your Users to other Via Varejo’s Users, to facilitate a Via Varejo transaction. You can also send communications that the users have explicitly accepted to receive.

4. Strict activities

Developers must not use or access (neither facilitate nor allow the usage or access by others) the Tools of the Developers Program, or Via Varejo’s Content in any way non-expressly allowed in this Contract. For example, the Developers will neither do, nor allow others to:

4.1. Distribute, publish or allow access or connection to Via Varejo’s Content or API, from any location or a source other than the Application.

4.2. Allow the disclosure of Via Varejo’s Content, unless authorized under the terms of this Contract.

4.3. Market, copy or store Via Varejo’s Content for purposes other than the ones allowed in this Contract;

4.4. Collect and use Personal Information (established in Section 3.2.1) of any Via Varejo’s User that is not foreseen in this Contract.

4.5. Use robots, spyders, scraping or another access technology, or use Via Varejo’s Content, Website or services in order to get any information other than the information Via Varejo provides to the Developers under the terms of this Contract.

4.7. Consciously create an application that can be used to breach the Via Varejo’s General Terms and Conditions, or any other Via Varejo’s policy, or the applicable law.

4.8. Use the API in a way that exceeds a reasonable value, or a request that represents an excessive or abusive usage.

4.9. Make the Application or the Via Varejo’s Content through the Application, or any of the Tools of the Developers Program: (i) with fake, incorrect or misleading information; (ii) breach any copyrights, trademark secrets, patents, commerces or other intellectual properties or privacy rights; (iii) breach any law, statute, decree, contract, regulation or practice normally accepted by all the relevant jurisdictions (including, but not limited to the ones that rule the commerce and exportation, financial services, consumer protection, unfair competition, non-discrimination or misleading advertising); (iv) be defamatory or threatening; (v) have virus or other computer programming routines that may damage, harmfully interfere, intercept or expropriate any system or data; or (vi) create a real or potential responsibility to Via Varejo, or cause any loss to Via Varejo (partly or fully) of the services provided by your ISPs or other vendors.

4.10. Provide any data or information to Via Varejo, unless the Developers state and ensure that it is necessary, and also have all the necessary rights to provide data or information to Via Varejo, so it can be used by Via Varejo.

5. Via Varejo’s Policies

The Developers and their Applications must comply with all the Via Varejo’s General Terms and Conditions, and all the applicable policies of Via Varejo’s Website, which must orientate any non-expressly subject provided in this document. In the event of a conflict between this Contract and the Via Varejo’s General Terms and Conditions about the API usage by Developers, this Contract will rule.

6. Changes

6.1. Change in API, Website and/or Services. Via Varejo may change, at any time, the Tools of the Developers Program, calls of allowed APIs, its database, the usages allowed under the terms of this Contract, any Via Varejo’s Website or service, or any of the benefits or resources provided, related to the API usage by Developers. The changes may affect the Application and may require the Developers to change it, at their own expenses, so that the Application keep the compatibility or interface with the Via Varejo’s API, Website or services.

6.2. Change of this Contract. Via Varejo may, from time to time, change the terms of this Contract, and publish the modified terms on the website to the public. All the changed terms are valid after ten (10) days of the publication. Within five (5) days after the publication, the Developers can send an e-mail saying they do not agree with the changes, which may cause the termination of this Contract, and the removal of Developer status, the Access Keys and the Application. After this period of five (5) days, the changes will be considered accepted by the Developers, and the Contract will remain applicable to both the parties.

7. Contract monitoring and execution

7.1. Right of monitoring and auditing. Via Varejo may monitor or inspect the Application or the activities related to the usage of the Tools of the Developers Program by the Developers. The Developers must not block, try to block or interfere in the monitoring or auditing, and Via Varejo may use technical ways to overcome any methods that the Developers try to use in order to block or interfere such monitoring. Audits may include requests of documents, information and visits to the Developers’ facilities. The refuse by Developers in this fulfilment, or the interference in Via Varejo’s efforts to audit their compliance with this Contract is considered a breach of this Contract.

7.2. Breach Resource. If Via Varejo, at its sole discretion, believe that the Developers or their service providers has been breaching this Contract, or engaging in fraudulent or potential fraudulent activities, Via Varejo may take all and every actions it consider proper. Such actions may include: notification issuance, investigation, suspension or deactivation of the API Developer license, and any other Tools of the Developers Program.

7.3. Corrective Action. In addition to any other available resources, Via Varejo may, at its sole discretion, apply and/or request any other measures, in court or not, according to how Via Varejo interprets it, in the event of receiving complaints from Via Varejo’s Users about the Application, or the Developers actions.

8. Licensing property

8.1. Property. Via Varejo keeps all the rights, titles and interests of all the intellectual property rights incorporated or associated with the Tools of the Developers Program, Via Varejo’s Content, Website and services, and any created or derived Via Varejo’s Content. Developers keep all the rights, titles and interests of all the intellectual property rights associated with their Application, excluding the referred property and licensed rights to Via Varejo. There are no implied licenses in this Contract, as well as any non-expressly rights granted to the Developers, introduced hereinafter, are reserved by Via Varejo. Developers shall not take any action incompatible with Via Varejo ownership of the Tools of the Developers Program, Via Varejo’s Website and/or Content. None of the parties will exceed the scope of the licenses granted herein.

8.2. License. Developers shall hereby grant to Via Varejo a free, non-temporal, non-territorial and free of other types of restrictions license. Via Varejo, at its sole discretion, reserves the right to use the Developer’s commercial name, trademarks, service marks, logos and domain names, for purposes of publishing or disclosing the Developers’ API usage. If the Developers request the inclusion of their Application on the Website or to be hosted by Via Varejo, the Developers will grant the right and the authorization to Via Varejo and its affiliates to host, create links and, in any other way, embed the Application into Via Varejo’s services, and to perform any type of copy, change, distribution, internal tests, or other processes that Via Varejo judge necessary.

8.3. Competitive or Similar Materials. Via Varejo may not, under any circumstances, be prevented from discussing, analyzing, developing for itself, having developed by third parties, acquiring, licensing or developing for third parties, as well as marketing and distributing, materials that are competitive with the Application or other products and services provided by the Developers, regardless their similarity with the current products or products that the Developers may produce.

9. Work with third parties

9.1. Service Providers. Developers may work with service providers as necessary, in order to facilitate the Developer’s performance under this Contract, only if the Developers submit their service providers to all the conditions and restrictions of this Contract. Developers acknowledge and agree that any action or omission from the service provider(s) that violates this Contract will be considered a breach by the Developers.

9.2. Sublicensing. Except as set forth in this Section 9, all the license rights (under any applicable intellectual property right) granted to the Developers by Via Varejo may not be sublicensed, transferred or reassigned. Developers may only sublicense the right to expose the Via Varejo’s Content and the API’s Logos to the Application Users, so they can expose Via Varejo’s Content and the API’s Logos on their computer screens or websites, through the application, provided that:

9.2.1. All the calls started by the Application Users are made through the Developers’ Access Keys.

9.2.2. Every call to the API started by the Application Users will count to the maximum number of calls (if any) allowed in the API licensing.

9.2.3. All the due rates (if any) to every call to the API started by the Application Users will be paid by the Developers.

9.2.4. The Application Users will not have any program control on the API.

9.2.5. The Developers will enter into a binding agreement with every Application User, which includes the following terms:

9.2.5.1. It will bind the Application Users to this Contract (excluding the sublicensing right and indemnity liability).

9.2.5.2. The Application Users will need to acknowledge the Via Varejo’s rights in the Developers Program’s intellectual property, as set forth in this Contract.

9.2.5.3. It will make Via Varejo a beneficiary third party of the Developers Contract, but Via Varejo shall have the right to demand the specific performance directly from the Application Users.

9.2.5.4. The sublicense will become rescindable at any time.

9.3. Breach from Application Users. Via Varejo shall have the right to, at its sole discretion, directly apply any term of the sublicense Contract against the Application Users, including termination. Developers acknowledge and agree that any action or omission from the Application Users that violates this Contract will be considered a breach by the Developers.

10. Rates and payments

10.1. Rates. If applicable, the Developers agree to pay any rates charged under the terms of this Contract, and these rates may be fixed or changed at any moment. If Via Varejo implements a new service to the API or the resource, the rates for this service or resource, if any, are valid as of the service or resource being released. The usage rates, if any, will be invoiced in a monthly basis to the activity as of the previous month. In addition to the API costs, the Developers will be responsible for all the other rates related to the usage of any Via Varejo’s Website or service. All the rates payable by the Developers under this Contract will be excluded, and the Developers must pay the taxes related to such rates, to the Application, or to this Contract.

10.2. Payments. All the rates must be payed within thirty (30) days from the invoice date; Via Varejo may terminate this Contract with no prior notice to the Developers if they do not carry out the payment. All the payments are not refundable, even if the Developers did not use the acquired service.

11. Availability, security and stability

Via Varejo does not ensure availability or operating time of any of the Developers Program’s Tools, of Via Varejo’s Websites or services. Via Varejo may perform, at any moment, maintenance, or stop providing any of the Developers Program’s Tools, Website or services, with or without prior notice to the Developers. Via Varejo may change, at any moment, the method of accessing the Tools of the Developers Program.

In the event of breakdown or instability of Via Varejo’s system, Via Varejo may, at its sole discretion, temporarily suspend the Developer access to the Tools of the Developers Program, or to the Via Varejo’s Website and services, under the terms of this Contract. The continuity of the Developers access to the Tools of the Developers Program, and to the Via Varejo’s Content is subject to the Developers’ compliance with the API Security Rules, in Attachment A, incorporated herein by this reference.

12. EXCLUSION OF WARRANTIES AND LIMITATION OF RESPONSIBILITY

Except when expressly indicated in this document, Via Varejo is exempt from all the warranties and conditions, explicit, implicit or statutory, including the availability warranties, adequacy to a specific purpose, non-breach or marketing. Via Varejo does not represent or ensure that any Via Varejo’s Website, service or Tool of the Developers Program will safely and seamlessly work. All the logos, products and services provided by Via Varejo are presented “as is” and “as available”. The Developers acknowledge having celebrated this confidence Contract with no warranty or representation, except the ones expressly set forth herein. Via Varejo will not be responsible for consequences, damages or lost profits, either direct or indirect, and will not pay any compensation.

The Developers acknowledge and accept that the limitation responsibilities herein set forth are an essential part of the Contract. Therefore, they are reasonable as they are indispensable to the maintenance of the business terms and conditions.

13. Indemnity

Developers shall indemnify, defend and keep Via Varejo, its directors, managers, administrators, employees, agents, consultants, subsidiaries, affiliates, partners and licensors against all and every claim, cost, loss, damage, responsibility, judgement and expense (including reasonable attorney’s and other professional’s fees) (collectively, “Actions”), which may arise from or are related with (i) the usage of the Developers Program’s Tools, or (ii) the development, maintenance, usage and content of the request, including, but not limited to any breach of any owner third parties’ rights, or (iii) the breach of any of the presented Developers’ obligations, or (iv) the falsity or inaccuracy of any representations made by the Developers under this Contract.

14. Deadline and termination

14.1. Deadline. The validity of this Contract will begin as of the day of the Developers’ registration in Via Varejo, and accept this online Contract, which will be terminated in compliance with all the relevant provisions in this document.

14.2. Termination. This Contract will be automatically terminated, with no prior notice, if the Developers do not fulfill any of the terms. The granted license depends on whether the Developers respect this Contract, and terminates automatically if the Developers do not fulfill its terms. Via Varejo reserves the right to terminate the Contract and suspend or interrupt the Developers’ access to the API, to any part of it or to the API’s resource, for any or no reason, at any moment, with or without a prior notice to the Developers, and without any responsibility with the Developers, their service providers, the Application Users or third parties.

14.3. Termination Effect. In the event of the termination of this Contract, for any reason, the Developers’ Access Keys will be revoked, all the licenses herein granted will discontinue, and the Developers will pay all the expired rates, if any. Developers shall destroy all their intermediary copies of Via Varejo’s Content and Personal Information (as set forth in Section 3.2.1), within ten (10) days as of the termination, and they also shall provide written proof of destruction to Via Varejo, upon request.

14.4. Survival. The following sections will survive to any termination of this Contract: [1] Definitions [3] Via Varejo’s Content, [4] Strict Activities, [5] Via Varejo’s Policies, [8] Licensing property, [10] Rates and Payments, [12] Exclusion of Warranties and Limitation of Responsibility, [13] Indemnity, [14.3] Effect of Termination, [15] Confidentiality, [16] Publicity, [17] Miscellaneous.

15. Confidentiality

"Confidential Information" includes all the information provided by Via Varejo to Developers under this Contract, including, but not limited to the Tools of the Developers Program, Via Varejo’s Content and Access Keys. The Developers shall not use or disclose Confidential Information, except when required for performance, and allowed by this Contract. The obligations of confidentiality of the Developers will survive to the termination of this Contract up to three years. The parties acknowledge that the monetary damages will not be a sufficient resource to use or disclose, without authorization, confidential information. They also acknowledge that Via Varejo will have rights (without waiver of any other rights or resources) to the writ of prevention or equity, if it is considered proper by the competent court, without the obligation to publish any binding. Any information provided by the programmers to Via Varejo is considered non-confidential by Via Varejo. Via Varejo does not have the obligation, explicit or implicit, to pay any compensation to the disclosure of any information provided by the Developers to Via Varejo. The Developers acknowledge and agree that any information that they provide to Via Varejo is the only reason to consider this a business relationship under this Contract. Also, the Developers shall not expect any payment.

16. Publicity

Developers shall not carry out any public statements related to this Contract, to the terms of this Contract, to any of its elements, to the Tools of the Developers Program, or to the Via Varejo’s Developers Program, without prior written approval by Via Varejo, which may be suspended at Via Varejo’s sole discretion. Developers allow Via Varejo to carry out public statements about the usage of the Developers Program’s Tools, or the participation in the Via Varejo’s Developers Program.

17. Local law

This Contract will be interpreted as if it was written jointly by both parties, ruled by the law of São Paulo, except for conflicts of legal principles. Any cause of action resulting from or related to this Contract must be taken exclusively to a court of the city of São Paulo, State of São Paulo. However, this will not affect your legal rights, if you are a consumer, and the competent court establishes that the applicable consumer rights require the application of another law (such as the law of the country you live in).

18. Miscellaneous

Developers acknowledge and agree that this Contract represents the entire Contract between the parties, regarding the concerned subject, and any conflicting or additional terms present in other documents or oral discussions are void. Developers may grant authorizations and permissions to Via Varejo through e-mail, but the changes in this Contract by the Developers must be made in writing (not including e-mail), and signed by both parties. Via Varejo may refuse to execute any changes, at Via Varejo’s sole discretion. Any notices to Via Varejo must be sent to the company’s head office address, as set forth in the General Terms and Conditions. The notice will be considered as delivered after Via Varejo receives it. The waiver of any standard is not a waiver of any subsequent standard. Unachievable provisions are changed in order to reflect the intention of the parties, and the other provisions of the Contract will remain in full force. Developers are not allowed to assign this Contract without a prior written permission from Via Varejo. On the other hand, Via Varejo is allowed to assign this Contract, fully or partially, without the Developers consent. Developers and Via Varejo are not legal partners or agents, but are part of a Contract.

Attachment A

API Security Patterns

You shall comply with the following API Security Patterns (“Security Patterns"):

1. Security Audits

1.1. Audit. Via Varejo reserves the right to audit the systems in order to ensure the compliance with this Attachment’s requirements. Non-intrusive security scan of network and application may be randomly performed, without prior notice.

1.2. Audit after a Security Breach Incident. To all purposes of these Security Patterns, a “security breach” is defined as a security breach of your facilities, systems or any place that Via Varejo’s Content or Users Data have been acquired by an unauthorized person. In the event of a security breach, Via Varejo may suspend or cancel your access to the Via Varejo’s Content and API, and Via Varejo may perform a security audit.

1.3. Via Varejo Results and your response. Via Varejo will provide you with detailed results of any security audit performed by Via Varejo, according to the Security Patterns. You will be given thirty (30) days to solve any problems that Via Varejo finds through the security audit. If you are not able to solve such problems, Via Varejo may suspend or cancel your access to the Via Varejo’s Content and API, without prior notice.

2. Security Incidents and Response

2.1. Notification and Programming. Notwithstanding any other legal obligation you may have, you agree to immediately notify Via Varejo, in writing, about the security failure you found. You agree to use commercially reasonable efforts to notify Via Varejo about the Security Breach you found, in no more than twenty-four (24) hours after your discovery. Notwithstanding the mentioned above, it should not take you, under any circumstances, more than two (2) days to notify Via Varejo about the Security Breach you found.

2.2. Notification Model. The Security Breach notification, according to the requirements previously set forth, must be sent by e-mail to privacybreach@ViaVarejo.com. The notification e-mail shall include: a description of the problem, the expected time of resolution (if known), name and telephone number for Via Varejo to contact in order to get incident updates.

3. Security precautions: Best practices. You agree to adhere, at all times, to the reasonable security practices, as specified in the industry current literature, about relevant themes for your interaction with Via Varejo. If the best practices conflict with the security rules, you will comply with the Security Patterns.

4. Data Security: Data Storage. You agree to keep the necessary backups to protect the following information security, either provided by a Via Varejo’s User or through the Via Varejo’s API to you:

a) E-mail address of the Via Varejo’s User

b) Authentication and Authorization Tokens

c) Via Varejo’s User ID (includes the Developer’s API ID, Application ID and Certificate ID)

d) Any other data of a Via Varejo’s User

You shall not obtain or store, at any moment, Via Varejo’s Users passwords, credit card numbers, financial information, CPF (Individual Taxpayer's Registration Number), driver’s license number, or any other number of identification, in any way. Via Varejo’s User ID used to authenticate access to the API must be kept in secret and confidential, and must not be exposed to the public, under any circumstance. If Via Varejo believes that the Via Varejo’s User IDs may have been compromised, Via Varejo reserves the right to immediately terminate the access, and create a new Via Varejo’s User for you.

 

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