Terms and conditions
We have brought together all the usage policies and legal pages of the Cartpanda platform.
General Terms and Conditions
Under the protection of these General Terms and Conditions of Use ("Term" or "Agreement"), the CARTPANDA Platform allows access to various functionalities of its software that enable Merchants to create Virtual Stores to offer and provide Products to their Buyers, so that, by acquiring access to these Products through the CARTPANDA Platform, being able to charge fees for the licensing of non-customizable software use on the Transaction value according to Fees defined in these terms of use and/or by the provision of functionalities, including financial ones. The new tools or new features added to the current services will also be subject to these General Terms and Conditions of Use of the CARTPANDA Platform (hereinafter "Terms" or "Terms of Use").
By agreeing to these terms, you acknowledge your understanding and agreement with this document and any other applicable Cartpanda Policies, which form an integral part of these Terms and are incorporated by reference, even if presented separately.
After accepting these Terms and the Connected Documents, CARTPANDA will automatically grant a non-exclusive and non-customizable software use license, all made available in the cloud by CARTPANDA. The software is licensed as is and may be modified, replaced, or removed by CARTPANDA at any time, without notice. It is the software that performs all the acts and functionalities of our platform, and CARTPANDA's commitment is to keep it always up to date, although occasional interruptions may occur.
This Term is entered into between CARTPANDA TECNOLOGIA DE SOFTWARE LTDA, registered under CNPJ/MF No. 46.698.364/0001-98, headquartered at Avenida Brigadeiro Faria Lima, 2369, 11th floor, Suite 1102, Jardim Paulistano, São Paulo/SP, ZIP Code 01452-922, hereinafter referred to as "CARTPANDA"; and the Merchant, an individual or legal entity, identified in the registration form filled out electronically on the CARTPANDA Platform.
The celebration of these Terms and Connected Documents is evidenced by the Merchant's agreement electronically and by the reading confirmation at the time of contracting.
THE MERCHANT DECLARES TO HAVE FULLY READ THIS TERM AND THE CONNECTED DOCUMENTS, AGREEING WITH ALL ITS CLAUSES, IN ADDITION TO DECLARING TO HAVE FILLED OUT THE REGISTRATION FORM WITH ITS INFORMATION.
**Informal language summaries and/or electronic guidance (such as email and WhatsApp) about this Term and the Connected Documents may be provided only for convenience, but are not legally binding. Always read the Term, including any documents mentioned here, to have complete information about your rights and obligations. By using the CARTPANDA Platform or any functionality available on it, you agree to this Term. Check periodically for updates.
1. DEFINITIONS
1.1 The following terms, words, expressions, and abbreviations written with initial capital letters and not defined in other parts of this Contract, regardless of whether they are used in singular or plural, will have the meaning attributed to them in this clause, except as expressly indicated otherwise:
CARTPANDA Communication Channels: means the notification space for the Merchant in its profile within the CARTPANDA Platform, emails, "SMS" messages and/or the notification space for the Merchant within the App, or any other form of communication between CARTPANDA and Merchant, so that CARTPANDA can keep the Merchant informed about any occurrences, updates, Transactions, or can send any notification of interest to the Merchant.
CARTPANDA: CARTPANDA SOFTWARE TECHNOLOGY LTD, the company responsible for providing the Platform to accredited Merchants.
Support Center: Email support is available at support@cartpanda.com, or you can contact us by phone at +1-866-637-2482.
Buyer: an individual or legal entity that purchases Products supplied by the Merchant through the execution of a Transaction.
Merchant: an individual or legal entity that supplies Products to the Buyer and operates a Virtual Store organized, identified by CARTPANDA for conducting Transactions.
Virtual Store: the online environment created through the functionalities of the CARTPANDA Platform, exclusively under the Merchant's responsibility, where the Merchant offers its Products to Buyers.
Team Account: Depending on the chosen plan, the Merchant may create one or more Virtual Stores ("Team Account"), allowing others to access its Virtual Store. With the Team Account, the Merchant's owner can create permissions and let others work in their Virtual Stores as it can limit the access of its Team members to certain information or settings.
Payment: the processing of a payment that results in the debit or charge of the Buyer's purchase amount and the credit of resources to an Merchant.
Partners: refers to legal entities with which CARTPANDA maintains a commercial relationship to enable the outsourced offer of Platform functionalities to Merchants.
Loss: all and any losses, obligations, demands, liabilities, requirements, constraints, damages, fines, penalties, prejudices, burdens, disbursements, costs, or expenses, including direct damages, indirect damages, consequential damages, moral damages and/or lost profits, attorney's fees and other experts (including experts and technical assistants), court fees, as well as judicial costs or any interests, whether they are already materialized or future, incurred by CARTPANDA and/or third parties, arising directly or indirectly from the object of this Term, as well as from the non-compliance with obligations assumed by the Merchant before third parties or in the scope of its activity, regardless of the period in which it occurs (before or after the end of the contracting), including, without limitation, those arising from fines, penalties, claims, administrative, extrajudicial and judicial processes filed by third parties and/or caused by an act originating from the Merchant, regardless of fault or dolus.
CARTPANDA Platform or Platform: the platform owned by CARTPANDA for Merchants to enable the creation of Virtual Stores and offer Products to their Buyers.
Products: Goods and/or services, material and/or immaterial, offered to the public by the Merchant.
Intellectual Property: all and any rights of CARTPANDA related to patents, utility models, industrial designs, copyrights, trademarks, trade dress, rights over new creations, industrial secrets, software, integrated circuits, domain names, and all other rights related to copyrights, industrial property, and exclusive rights over intangibles of any kind, in any jurisdiction (including any registration requests for these), covering also inventions, externalized idea, externalized concept, discovery, development, research, technology, intellectual work, industrial secret, software and/or its source code and its object code, firmware, content, audiovisual material, tools, processes, techniques, know-how or technical knowledge, data, plans, devices, apparatus, specifications, designs, prototypes, circuits, layout, new inventions, algorithms, programs, codes, documentation, or any other tangible or intangible material or information, whether this has been protected or not as a patent, copyright, trademarks or in any other way protected (including all its versions, modifications, improvements and derivative works every invention, discovery, improvement, invent, process, utility model, work of art and other works protected by copyright, industrial design and/or trademark, especially, but not limited to, intangibles objects of protection under Law No. 9.279, of May 14, 1996 (Industrial Property Law), Laws No. 9.609 (Law of Intellectual Property of Computer Program) and Law No. 9.610, of February 19, 1998 (Copyright Law).
Password: means any numerical code for Merchant's access to the CARTPANDA Platform. All Passwords mentioned throughout these Terms are personal, confidential, and non-transferable.
Fees: price for the provision of functionalities of the CARTPANDA Platform, assuming the form of royalties for licensing use, price, or commission, depending on the functionalities used by the Merchant, available at https://cartpanda.com/prices/.
Transaction: operation in which the Merchant accepts the Buyer's payment for supplying Products from its Virtual Store.
RULES FOR ACCESS TO THE PLATFORM
2.1 Requirements for the registration of Merchants. Individuals who wish to register as an Merchant must be at least 18 years old or emancipated. That is, according to the national legal system, be capable of rights and duties in civil order. Therefore, anyone who accepts the general terms and conditions of use of this Platform declares themselves fully capable. Moreover, in the case of a legal entity, the respective representative declares the power to regularly bind it to the Platform, having obtained all corporate authorizations for this, under personal responsibility with indemnification for losses and damages to be judicially determined, as well as obliges to grant CARTPANDA the permissions and licenses necessary for the proper use, availability, and provision of its Products.
2.2 Possibility of Cancellation or Refusal of registration. CARTPANDA reserves the right to definitively cancel, temporarily suspend, or refuse the registration of any Merchant, being able to immediately interrupt access to the Platform, regardless of prior notice and/or notification, not generating any type of indemnification or compensation for the Merchant, in the following cases:
a) Verification of the existence of a conviction, already judged res judicata, for heinous crimes or equivalent to heinous, for participation in an association or in a criminal organization, for any involvement with drug or people trafficking, or even in cybercrimes or any other crimes committed in the virtual environment;
b) Identification of bad reputation/negative media that may bring image risks to the honor of CARTPANDA before the general public, including but not limited to employees/collaborators;
c) Identification of information from the individual and/or legal entity not consistent with the approval criteria of CARTPANDA's internal Policies, such as, but not limited to, the number of processes, the existence of protests, and verification on restrictive public access lists;
d) Signs of fraud, of any other illegal act or non-compliance or misrepresentation of the law, applicable regulation, or this Term;
e) Use of the Platform for purposes other than those admitted by CARTPANDA; and
f) Excessive levels of dispute opening requests and/or Reclame Aqui tied to the Merchant's registration.
2.3 Cancellation, suspension, or termination of registration. In the event of cancellation, suspension, or termination of the Merchant's registration on the Platform, the registration of a new Virtual Store or the use of a third party's Virtual Store is prohibited, except in the case where the reasons that caused the exclusion of the registration from the Platform no longer exist.
2.4 Information and registration of Merchant. The Merchant is obliged to properly fill in the data required for registration on the Platform, providing the requested information with the strictest truthfulness and good faith. The given information must be sufficient to allow the identification of the store's owner. Otherwise, if false or omitted information is verified, the registration may be suspended or canceled. For all effects, CARTPANDA, through the acceptance of this Term, may refuse any registration that lacks verisimilar data, as well as request, at any time, additional data or to confirm the information provided.
2.4.1 The mere filling in of registration information on the Platform does not guarantee its accreditation, whose registration may be denied by CARTPANDA if it verifies signs of irregularity in the indicated information or for another reason, regardless of justification, without the incidence of charges or penalties for CARTPANDA.
2.5 About the authenticity of the data and Merchant's responsibility. The Merchant, by agreeing to the Terms of Use, acknowledges being solely responsible for the information provided in the registration, also taking responsibility for the possible consequences arising from incorrect, false, or inaccurate information. Therefore, due attention is advised at the time of registration, and the verification of the information provided.
2.6 Responsibility for access data and activities of the Virtual Store. The Merchant is solely responsible for the access data and for all activities developed in the Virtual Store. Consequently, CARTPANDA cannot be held liable for any kind of damages arising from the use of the Virtual Store by the Merchant or by third parties who use it. The Merchant is responsible for keeping the login and password of its Virtual Store confidential. Since this data is personal and non-transferable, the Merchant cannot share them with third parties. Furthermore, no representative or agent of CARTPANDA is authorized to demand the password or login of any Merchant. Moreover, this information cannot be shared with other Merchants on the Platform, nor Buyers. In case of theft or loss of any essential data for access and use of the Virtual Store, allowing its use by third parties, including anyone who is not the owner of the Virtual Store, the Merchant must notify CARTPANDA so that the appropriate security measures can be taken as the case may be.
ABOUT THE CARTPANDA PLATFORM
3.1 About the Proprietary Platform. CARTPANDA acts as a technology supplier for creating a Virtual Store with technology solutions for Merchants interested in offering Products to Buyers through their Virtual Store. For this, CARTPANDA charges a percentage and/or fixed remuneration directly from the Merchant for licensing the CARTPANDA Software, solutions that enable the operation of a Virtual Store operated by the Merchant for selling Products.
3.2 Non-Responsibility for Results. The Products made available on the Platform are provided exclusively by the Merchant, with CARTPANDA being the software supplier that allows the provision of Products to Buyers. In this sense, CARTPANDA is not responsible for results, suitability for the purposes aimed by the Buyer, and the truthfulness of the information contained in the Products, such a decision must be made by the Buyer at the time of acquisition and throughout its use of the Products, which must always respect the Product Policy of this Platform.
3.3 Temporary Inaccessibility of the Platform. Due to the particularities of the cloud environment, CARTPANDA cannot guarantee that the Platform will be available and accessible uninterruptedly, being possible to restrict the availability of the Platform or certain areas or features related to it if necessary, considering the capacity limits, the security, or the integrity of its servers, as well as to carry out maintenance measures or service improvements. In such situations, CARTPANDA's liability will be excluded, according to art. 393, of the Civil Code.
3.4 Payment Methods. CARTPANDA is a platform that does not offer, by itself, the solution for receiving payments for the Products offered, which must be independently contracted by the Merchants.
3.4.1 Cartpanda Pay Solution is a payment solution that can be contracted by the Merchant to transact. If the Merchant prefers not to hire Cartpanda Pay, it must select another payment solution integrated with CARTPANDA, available on the CARTPANDA Platform.
3.4.2 CARTPANDA will provide all necessary support for the integration of the Platform with the payment solution chosen by the Merchant, among those available.
3.4.3 If the Merchant does not hire Cartpanda Pay, CARTPANDA will not be responsible for failures in the payment transmissions of the Stores.
ABOUT THE OFFERED PRODUCTS
4.1 Prohibited Products and Product Policy. By using the CARTPANDA Platform, the Merchant agrees and consents that the Products provided must strictly obey the Acceptable Use Policy, under penalty of applying the sanctions provided for in these Terms, without prejudice to applicable judicial measures.
4.2 Purchasing Policy. By using the CARTPANDA Platform, the Merchant agrees and consents that the advertisements of the Products provided must strictly comply with the Acceptable Use Policy, under penalty of applying the sanctions provided for in these Terms, without prejudice to applicable judicial measures. Similarly, the Merchant agrees and consents to comply with all the determinations contained in the Purchasing Policy.
RULES APPLICABLE TO THE MERCHANT
5.1 Knowledge of the Platform's Functionalities. The Merchant, by adhering to this Term, declares and consents that it has armed itself with all the information available regarding the functionalities of the Platform and CARTPANDA, with the technology licensed by CARTPANDA being only a means for the Products to be directly purchased by the Buyers.
5.2 Requirements for the commercialization of Products. The Merchant must:
5.2.1 Register on the Platform as an Merchant, taking responsibility for the appropriate use of the tools contained in the Platform, as well as for seeking the necessary clarification through the available channels on the Platform, in case of doubts;
5.2.2 Accept and respect the CARTPANDA Term;
5.2.3 Respect all the indications of the Acceptable Use Policy included in these Terms of Use, refraining from trying to insert a Prohibited Product on the Platform, recognizing being solely responsible for the Products included on the Platform;
5.2.4 Include the Products on the Platform, providing all requested information about them, such as: offer price, payment methods (including bank details), refund period (7 to 30 days), being able to change such information at any time, without prior notice, but taking responsibility before Buyers to respect the information contained there at the time of each transaction carried out;
5.2.5 Take responsibility for providing clear and objective information about the Products offered through the functionalities of the Platform; keeping them updated and compatible with those disclosed on websites, sales pages, and external member areas to the Platform, as well as taking responsibility before the Buyer for any discrepancies, especially regarding the prices of the Products, their quality, description, suitability for the purpose it proposes, and the cancellation, delivery deadlines in case of non-updating;
5.2.6 Take responsibility for changing, whenever necessary, the information related to the Products, as well as for suspending or canceling their disclosure whenever they fail to meet any of the conditions of these Terms of Use, without prejudice to remaining responsible for all obligations arising from the period of disclosure;
5.2.7 Bear the Fees arising from the use of the functionalities contained in the Platform, and bear its legal, regulatory, tax, and fiscal obligations, if, when, and where they exist.
5.3 Right of Regress of CARTPANDA. It is emphasized that CARTPANDA, by making any type of agreement and/or judicial and extrajudicial settlements with third parties, will not be assuming, directly or indirectly, any responsibility for Products offered by the Merchant on the Platform, thus preserving its right of regress.
NON-CUSTOMIZABLE SOFTWARE USE LICENSE
6.1 Object. The license for the right to use the software of the CARTPANDA Platform ("CARTPANDA Software") is non-customizable, non-exclusive, unassignable, onerous, and temporary and regulated by the Non-Customizable Software Use License, which is an integral part of these Terms. The licensed CARTPANDA Software provides the Merchant with access to the CARTPANDA Platform and the possibility for the Merchant to offer Products to the Buyer.
6.2 Provision. The CARTPANDA Software will be provided monthly electronically, in cloud computing, without media, to ensure that the Merchant always has its most updated version. Under no circumstances will the CARTPANDA Software be downloadable by the Merchant, once the use provision is in cloud computing.
6.3 Non-exclusive Licensing. The Merchant acknowledges and accepts that during the validity of these Terms of Use and after its termination, CARTPANDA may license the CARTPANDA Software to third parties, including competitors of the Merchant, due to the non-exclusive nature of this license.
6.4 Merchant Licensor. The licensing of the CARTPANDA Software is made available and enabled to the Merchant by the unit corresponding to the headquarters of CARTPANDA, in the Municipality of São Paulo/SP, with the monthly issuance of the corresponding fiscal documentation by CARTPANDA.
REMUNERATION
7.1 Fees. The monthly remuneration due by the Merchant for the licensing of the use of the CARTPANDA software is available at https://cartpanda.com/prices/, varying according to the category of the plan chosen by the Merchant.
7.2 Powers Granted to CARTPANDA. At the moment of registration on the Platform, the Merchant agrees and grants powers under clause 6.5, authorizing CARTPANDA to promote:
7.2.1 The receipt of the price paid by the Buyer;
7.2.2 The deduction of the remuneration due to CARTPANDA for the use of its tools, as well as the deduction of remuneration of third parties in the payment means chain contracted in the name and on behalf of the Merchant, to enable the receipts on the CARTPANDA Platform;
7.2.3 The payment of the remaining amount due to the Merchant.
7.3 Revenues and Revenues from CARTPANDA. CARTPANDA's revenue does not include amounts due or passed on to the Merchant, or any other third-party revenue that transits through it due to receipt on behalf and order of third parties and/or the Merchant. Only the values and fees received due to the functionalities effectively made available by it to the Merchants compose CARTPANDA's revenue.
7.4 Merchant's Tax Responsibility. The Merchant is solely responsible for determining, collecting, retaining, declaring, and remitting applicable taxes, import duties, fees, surcharges, and additional charges that result from any sale or its use of the Platform. Any sales contract made through the Platform is made directly between the Merchant and the Buyer. According to applicable legislation, each Merchant is responsible for collecting the taxes/withholdings originated due to transactions carried out on the Platform. Thus, the Merchant is responsible for issuing and forwarding the fiscal document related to the provision of the Products to the Buyer.
RESPONSIBILITY OF MERCHANTS AND CARTPANDA
8.1 Responsibility of the Parties. The responsibility of the Merchants and CARTPANDA shall follow the following rules:
8.1.1 It is possible that documents, information, images, and graphics of Products offered on the Platform contain technical inaccuracies or typographical errors. Under no circumstances shall CARTPANDA and/or its Partners be liable for any direct or indirect damage resulting from the impossibility of use, loss of data, or profits, resulting from access and performance of the Platform, the services offered, or information on the Platform. Access to services, materials, information, and facilities contained in this website does not guarantee their quality.
8.1.2 The documents, information, images, and graphics of Products offered on the Platform are provided without any explicit or implicit guarantee of merchantability or fitness for any specific purpose. In no case shall CARTPANDA or its collaborators be liable for any damages, including lost profits, business interruption, or loss of information resulting from the use or inability to use the materials. CARTPANDA does not guarantee the accuracy or completeness of the information, texts, graphics, links, and other items of the materials.
8.1.3 CARTPANDA is not responsible for the violation of copyrights resulting from information, documents, materials, and/or Products published on the Platform, committing, however, to remove them from the air as soon as a formal notification of the infringement is received and after the pertinent analysis of the complaint, being able to even hear the accused party, at its sole discretion, if it judges that there are not enough elements for the immediate suspension of the content.
8.1.4 Considering that the Platform is not the owner of the Products offered by the Merchant, and that there is no prior editorial control of the Products, CARTPANDA, under the applicable legislation, is not responsible for the Products offered and nor for the damages caused by them.
8.1.5 With this, CARTPANDA offers efficient mechanisms so that Merchants that understand that some right of theirs has been violated can make complaints and seek to resolve their disputes, as indicated below.
8.1.6 Without prejudice to what is already provided in these Terms of Use, CARTPANDA is responsible for the registration data of the Merchants, as well as for the data related to the transactions carried out with the technological tools contained on the Platform under the applicable legislation.
8.1.7 CARTPANDA will not be responsible for errors in the disclosure of Products using the tools contained on the Platform, which may hinder the sale of these Products.
8.1.8 CARTPANDA is not responsible for the quality of the Products offered, but recommends that Merchants value their quality.
8.1.9 The Products included on the Platform will only remain available for disclosure if they comply with this Term. CARTPANDA reserves the right to remove any Product that is not in accordance with its norms and policies.
8.1.10 In the case of the Merchant being characterized as a legal entity, the responsibility for damages and losses caused to CARTPANDA will be joint between the Merchant and the physical persons who control and manage this Merchant.
8.1.11 CARTPANDA will take all possible measures to maintain the confidentiality and security of the Merchants' information, but cannot be considered responsible for losses or damages resulting from the violation of such measures by third parties who use public networks or the Internet to subvert the security system and/or access confidential information of Merchants.
8.1.12 The Merchant agrees that CARTPANDA may, at its sole discretion, carry out the preventive blocking of the Store and respective values existing in it, whenever it becomes aware of any indication of act or conduct that may characterize illegal practice, violation of this Term, or that represents infringement of rights of Merchants or third parties.
8.1.13 CARTPANDA can proceed and maintain the preventive blocking, as a rule, until (i) it is ascertained that the act or conduct suspected did not characterize illegal practice, based on criteria and exclusive evaluation of CARTPANDA; (ii) the involved parties come to formally adequately resolve the amicable resolution of the issue; or (iii) by judicial order or determination of administrative authorities that contain clear and specific identification of the content or act pointed out as infringing, allowing its proper identification and adoption of the required measures. If the illegal nature of the conduct is confirmed, the preventive blocking will be converted into definitive, being that the values eventually existing in the Virtual Store will only be released to whom it is due and by court order.
8.1.14 It is emphasized that the preventive blocking mentioned above does not characterize the application of penalty to the Merchants, as it is a precautionary measure adopted with the sole purpose of seeking to avoid the occurrence of damages, losses, or infringements of rights of Merchants and third parties.
INTELLECTUAL PROPERTY OF CARTPANDA
19.1 Use of CARTPANDA's Intellectual Property. All Intellectual Property of CARTPANDA, including the CARTPANDA Software, are exclusively owned by CARTPANDA and/or its Partners, including any enhancements, corrections, translations, changes, new versions, or derivative works, among others that modify or alter it.
9.2 Penalties. Any violation of CARTPANDA's Intellectual Property, with the occurrence of the situations provided in the previous clause, will lead the Merchant to the application of a fine equivalent to 60 (sixty) times the monthly value of the Products offered by the Merchant, hereby authorizing its discount in Receivables and balances of the Merchant before the Platform, in the occurrence of such violations. The fine will not prevent supplementary indemnification to be judicially determined.
9.3 Prohibition of Use. The Merchants commit not to misuse any Intellectual Property of CARTPANDA, such as, but not limited to, the corporate name, domain names, Merchant titles, deposited or registered trademarks, as well as any other distinctive signs of the other party, including, but not limited to, registrable or non-registrable designs and visual aspects of the platform, without prior authorization from the involved party, in writing, which may be general for the listed acts, being prohibited for any CARTPANDA to use Intellectual Property without authorization.
9.4 Express Authorization. Any authorization issued for the use of CARTPANDA's Intellectual Property will be granted on a precarious basis, always in writing, and exclusively for the purpose pointed out in the said authorization.
COMPLAINTS ABOUT COPYRIGHT INFRINGEMENT
10.1 Intellectual Property of Third Parties. CARTPANDA respects the intellectual property of other individuals or companies, and we ask our members to do the same. Any and all copyright violations must be notified to CARTPANDA and accompanied by documents and information confirming the authorship. The notification may be sent by the emails available on the Platform or by mail to the following address: denuncia@cartpanda.com.
10.2 Suspicion of Infringement by the Merchant. Once the complaint is sent, and within the cancellation period of the Products, considering that the Merchant remains responsible for the technical and quality aspects of the Products offered, CARTPANDA will communicate with the Merchant in question and grant a period of up to 05 (five) consecutive days for it to respond to the complaint with a justification or attempt to solve the problem. If the Merchant does not contact within this period, the refund request may be executed automatically, in addition to providing the Merchant's data to the Buyer, according to the Privacy Policy.
10.3 Requirement and conclusion. If someone believes that a Product offered on the Platform violates their industrial property rights (trademark, patent, industrial designs) or their copyright rights, they may notify CARTPANDA, through a request sent to the customer service department, indicating the URL where the Product in question is located, attaching to the form the proof of being the holder of the violated right or its legal representative, via legally adequate documents to prove their ownership over the Product. After an internal investigation, CARTPANDA will formally pronounce its position on the dispute, under the terms of the clause.
CONFIDENTIALITY
11.1 Confidential Information. The Parties, by themselves, their employees, advisors, or agents will maintain, including for five years after the end of the validity of these Terms of Use, already in the post-contractual phase, the most complete and absolute secrecy about the clauses contracted here, data, materials, details, information, documents, monthly transaction volume, technical and commercial specifications that they may come to know or access, or that are entrusted to them, due to these Terms of Use, any addendum or commercial proposal, except in compliance and to the extent required by any court order. In this case, the Party will immediately inform the other, so that it is given the opportunity to oppose the disclosure.
11.1.1 In case of violation of clause 13.1, compensation for losses and damages to be judicially determined will be due.
PREVENTIVE MEASURES AND SANCTIONS
12.1 Measures. Any conduct contrary to the provisions of this Term and the Connected Documents may be punished:
(a) With the removal of a certain Product;
(b) With the immediate suspension of access to the Merchant's Virtual Store;
(c) With the blocking of the Merchant's Virtual Store on the Platform;
12.1.1 Everything at the exclusive discretion of CARTPANDA, without prejudice to applicable legal actions in situations of Loss by the company itself or by third parties for the determination of indemnification, including supplementary for the determination of losses and damages.
12.2 Blocking of Virtual Store. In cases of blocking the Virtual Store from the Merchant's registration, all active advertisements and/or offers made will be automatically canceled, not entitling the Merchant, for this reason, any right to compensation or reimbursement.
TERMINATION
13.1 Termination by CARTPANDA. CARTPANDA may terminate, at its sole discretion, the provision of any functionalities of the Platform offered and remove any Products offered. CARTPANDA may also restrict Merchants' access to any part or all of the services offered by the Platform, at any time, with or without prior notice, and for any reason or motive.
13.2 Termination by the Merchant. The Merchant may cease to use the Platform at any time, must, for this, remove all its Products, as well as take responsibility for the delivery of any Product that has been purchased through previously disclosed links. In addition, the Merchant must carry out its unregistration as an Merchant of CARTPANDA. However, the Merchant will continue to be responsible for the Products before the Buyers, under the applicable legislation.
13.3 Right of Retention. In any case, including termination, CARTPANDA may, at its sole discretion, retain totally or partially the balance existing in the Merchant's Virtual Store, if it understands that such measure is necessary to guarantee the payment, compensation, and reimbursement due due to any responsibility, obligations, or debt that the Merchant may have incurred with CARTPANDA and/or third parties.
13.4 Commercial Disinterest. The Merchant agrees that CARTPANDA may, at its sole discretion, terminate the relationship with Merchants due to commercial disinterest, through simple notification via email or on the Platform itself, without the need for any justification.
OTHER PROVISIONS
14.1 Notifications. Any notice, requirement, communication, or interpellation related to these terms must be made in writing, whether physically or electronically (email).
14.2 Changes. Only the change of address, physical or electronic (email), made by the Merchant in its registrations on the Platform, will be effective against CARTPANDA.
14.3 Authorization. CARTPANDA is authorized to disclose, on its website and in its promotional materials, that it maintains a commercial relationship with the Merchant. This permission includes the possibility of using the brand and other distinctive signs of the Merchant.
14.4 Validity of Provisions. The non-existence, invalidity, or ineffectiveness of any provisions of these Terms of Use will not affect the others. If any provision is invalidated, in whole or in part, the terms will be considered as modified with the exclusion or modification, to the necessary extent, of the non-existent, invalid, or ineffective provision, in order to maintain the integrity of these Terms of Use and, as far as possible, preserve the original intention of the Parties.
14.5 Review of the Terms. CARTPANDA may periodically review and change this Term to reflect changes and adjustments in its business, CARTPANDA Software, applicable legislation, or whenever CARTPANDA deems it necessary.
14.5.1 Each new version of this Term will come into effect on the date of its availability.
APPLICABLE LAW AND CLAUSE OF FORUM SELECTION
15.1 Applicable Law and Forum. This Term is governed by Brazilian law, electing the Court of the District of São Paulo/SP to settle any doubts or controversies arising from this Contract and the Connected Documents, excluding any other, however privileged it may be.
Under the protection of these General Terms and Conditions of Use ("Term" or "Agreement"), the CARTPANDA Platform allows access to various functionalities of its software that enable Merchants to create Virtual Stores to offer and provide Products to their Buyers, so that, by acquiring access to these Products through the CARTPANDA Platform, being able to charge fees for the licensing of non-customizable software use on the Transaction value according to Fees defined in these terms of use and/or by the provision of functionalities, including financial ones. The new tools or new features added to the current services will also be subject to these General Terms and Conditions of Use of the CARTPANDA Platform (hereinafter "Terms" or "Terms of Use").
By agreeing to these terms, you acknowledge your understanding and agreement with this document and any other applicable Cartpanda Policies, which form an integral part of these Terms and are incorporated by reference, even if presented separately.
After accepting these Terms and the Connected Documents, CARTPANDA will automatically grant a non-exclusive and non-customizable software use license, all made available in the cloud by CARTPANDA. The software is licensed as is and may be modified, replaced, or removed by CARTPANDA at any time, without notice. It is the software that performs all the acts and functionalities of our platform, and CARTPANDA's commitment is to keep it always up to date, although occasional interruptions may occur.
This Term is entered into between CARTPANDA TECNOLOGIA DE SOFTWARE LTDA, registered under CNPJ/MF No. 46.698.364/0001-98, headquartered at Avenida Brigadeiro Faria Lima, 2369, 11th floor, Suite 1102, Jardim Paulistano, São Paulo/SP, ZIP Code 01452-922, hereinafter referred to as "CARTPANDA"; and the Merchant, an individual or legal entity, identified in the registration form filled out electronically on the CARTPANDA Platform.
The celebration of these Terms and Connected Documents is evidenced by the Merchant's agreement electronically and by the reading confirmation at the time of contracting.
THE MERCHANT DECLARES TO HAVE FULLY READ THIS TERM AND THE CONNECTED DOCUMENTS, AGREEING WITH ALL ITS CLAUSES, IN ADDITION TO DECLARING TO HAVE FILLED OUT THE REGISTRATION FORM WITH ITS INFORMATION.
**Informal language summaries and/or electronic guidance (such as email and WhatsApp) about this Term and the Connected Documents may be provided only for convenience, but are not legally binding. Always read the Term, including any documents mentioned here, to have complete information about your rights and obligations. By using the CARTPANDA Platform or any functionality available on it, you agree to this Term. Check periodically for updates.
1. DEFINITIONS
1.1 The following terms, words, expressions, and abbreviations written with initial capital letters and not defined in other parts of this Contract, regardless of whether they are used in singular or plural, will have the meaning attributed to them in this clause, except as expressly indicated otherwise:
CARTPANDA Communication Channels: means the notification space for the Merchant in its profile within the CARTPANDA Platform, emails, "SMS" messages and/or the notification space for the Merchant within the App, or any other form of communication between CARTPANDA and Merchant, so that CARTPANDA can keep the Merchant informed about any occurrences, updates, Transactions, or can send any notification of interest to the Merchant.
CARTPANDA: CARTPANDA SOFTWARE TECHNOLOGY LTD, the company responsible for providing the Platform to accredited Merchants.
Support Center: Email support is available at support@cartpanda.com, or you can contact us by phone at +1-866-637-2482.
Buyer: an individual or legal entity that purchases Products supplied by the Merchant through the execution of a Transaction.
Merchant: an individual or legal entity that supplies Products to the Buyer and operates a Virtual Store organized, identified by CARTPANDA for conducting Transactions.
Virtual Store: the online environment created through the functionalities of the CARTPANDA Platform, exclusively under the Merchant's responsibility, where the Merchant offers its Products to Buyers.
Team Account: Depending on the chosen plan, the Merchant may create one or more Virtual Stores ("Team Account"), allowing others to access its Virtual Store. With the Team Account, the Merchant's owner can create permissions and let others work in their Virtual Stores as it can limit the access of its Team members to certain information or settings.
Payment: the processing of a payment that results in the debit or charge of the Buyer's purchase amount and the credit of resources to an Merchant.
Partners: refers to legal entities with which CARTPANDA maintains a commercial relationship to enable the outsourced offer of Platform functionalities to Merchants.
Loss: all and any losses, obligations, demands, liabilities, requirements, constraints, damages, fines, penalties, prejudices, burdens, disbursements, costs, or expenses, including direct damages, indirect damages, consequential damages, moral damages and/or lost profits, attorney's fees and other experts (including experts and technical assistants), court fees, as well as judicial costs or any interests, whether they are already materialized or future, incurred by CARTPANDA and/or third parties, arising directly or indirectly from the object of this Term, as well as from the non-compliance with obligations assumed by the Merchant before third parties or in the scope of its activity, regardless of the period in which it occurs (before or after the end of the contracting), including, without limitation, those arising from fines, penalties, claims, administrative, extrajudicial and judicial processes filed by third parties and/or caused by an act originating from the Merchant, regardless of fault or dolus.
CARTPANDA Platform or Platform: the platform owned by CARTPANDA for Merchants to enable the creation of Virtual Stores and offer Products to their Buyers.
Products: Goods and/or services, material and/or immaterial, offered to the public by the Merchant.
Intellectual Property: all and any rights of CARTPANDA related to patents, utility models, industrial designs, copyrights, trademarks, trade dress, rights over new creations, industrial secrets, software, integrated circuits, domain names, and all other rights related to copyrights, industrial property, and exclusive rights over intangibles of any kind, in any jurisdiction (including any registration requests for these), covering also inventions, externalized idea, externalized concept, discovery, development, research, technology, intellectual work, industrial secret, software and/or its source code and its object code, firmware, content, audiovisual material, tools, processes, techniques, know-how or technical knowledge, data, plans, devices, apparatus, specifications, designs, prototypes, circuits, layout, new inventions, algorithms, programs, codes, documentation, or any other tangible or intangible material or information, whether this has been protected or not as a patent, copyright, trademarks or in any other way protected (including all its versions, modifications, improvements and derivative works every invention, discovery, improvement, invent, process, utility model, work of art and other works protected by copyright, industrial design and/or trademark, especially, but not limited to, intangibles objects of protection under Law No. 9.279, of May 14, 1996 (Industrial Property Law), Laws No. 9.609 (Law of Intellectual Property of Computer Program) and Law No. 9.610, of February 19, 1998 (Copyright Law).
Password: means any numerical code for Merchant's access to the CARTPANDA Platform. All Passwords mentioned throughout these Terms are personal, confidential, and non-transferable.
Fees: price for the provision of functionalities of the CARTPANDA Platform, assuming the form of royalties for licensing use, price, or commission, depending on the functionalities used by the Merchant, available at https://cartpanda.com/prices/.
Transaction: operation in which the Merchant accepts the Buyer's payment for supplying Products from its Virtual Store.
RULES FOR ACCESS TO THE PLATFORM
2.1 Requirements for the registration of Merchants. Individuals who wish to register as an Merchant must be at least 18 years old or emancipated. That is, according to the national legal system, be capable of rights and duties in civil order. Therefore, anyone who accepts the general terms and conditions of use of this Platform declares themselves fully capable. Moreover, in the case of a legal entity, the respective representative declares the power to regularly bind it to the Platform, having obtained all corporate authorizations for this, under personal responsibility with indemnification for losses and damages to be judicially determined, as well as obliges to grant CARTPANDA the permissions and licenses necessary for the proper use, availability, and provision of its Products.
2.2 Possibility of Cancellation or Refusal of registration. CARTPANDA reserves the right to definitively cancel, temporarily suspend, or refuse the registration of any Merchant, being able to immediately interrupt access to the Platform, regardless of prior notice and/or notification, not generating any type of indemnification or compensation for the Merchant, in the following cases:
a) Verification of the existence of a conviction, already judged res judicata, for heinous crimes or equivalent to heinous, for participation in an association or in a criminal organization, for any involvement with drug or people trafficking, or even in cybercrimes or any other crimes committed in the virtual environment;
b) Identification of bad reputation/negative media that may bring image risks to the honor of CARTPANDA before the general public, including but not limited to employees/collaborators;
c) Identification of information from the individual and/or legal entity not consistent with the approval criteria of CARTPANDA's internal Policies, such as, but not limited to, the number of processes, the existence of protests, and verification on restrictive public access lists;
d) Signs of fraud, of any other illegal act or non-compliance or misrepresentation of the law, applicable regulation, or this Term;
e) Use of the Platform for purposes other than those admitted by CARTPANDA; and
f) Excessive levels of dispute opening requests and/or Reclame Aqui tied to the Merchant's registration.
2.3 Cancellation, suspension, or termination of registration. In the event of cancellation, suspension, or termination of the Merchant's registration on the Platform, the registration of a new Virtual Store or the use of a third party's Virtual Store is prohibited, except in the case where the reasons that caused the exclusion of the registration from the Platform no longer exist.
2.4 Information and registration of Merchant. The Merchant is obliged to properly fill in the data required for registration on the Platform, providing the requested information with the strictest truthfulness and good faith. The given information must be sufficient to allow the identification of the store's owner. Otherwise, if false or omitted information is verified, the registration may be suspended or canceled. For all effects, CARTPANDA, through the acceptance of this Term, may refuse any registration that lacks verisimilar data, as well as request, at any time, additional data or to confirm the information provided.
2.4.1 The mere filling in of registration information on the Platform does not guarantee its accreditation, whose registration may be denied by CARTPANDA if it verifies signs of irregularity in the indicated information or for another reason, regardless of justification, without the incidence of charges or penalties for CARTPANDA.
2.5 About the authenticity of the data and Merchant's responsibility. The Merchant, by agreeing to the Terms of Use, acknowledges being solely responsible for the information provided in the registration, also taking responsibility for the possible consequences arising from incorrect, false, or inaccurate information. Therefore, due attention is advised at the time of registration, and the verification of the information provided.
2.6 Responsibility for access data and activities of the Virtual Store. The Merchant is solely responsible for the access data and for all activities developed in the Virtual Store. Consequently, CARTPANDA cannot be held liable for any kind of damages arising from the use of the Virtual Store by the Merchant or by third parties who use it. The Merchant is responsible for keeping the login and password of its Virtual Store confidential. Since this data is personal and non-transferable, the Merchant cannot share them with third parties. Furthermore, no representative or agent of CARTPANDA is authorized to demand the password or login of any Merchant. Moreover, this information cannot be shared with other Merchants on the Platform, nor Buyers. In case of theft or loss of any essential data for access and use of the Virtual Store, allowing its use by third parties, including anyone who is not the owner of the Virtual Store, the Merchant must notify CARTPANDA so that the appropriate security measures can be taken as the case may be.
ABOUT THE CARTPANDA PLATFORM
3.1 About the Proprietary Platform. CARTPANDA acts as a technology supplier for creating a Virtual Store with technology solutions for Merchants interested in offering Products to Buyers through their Virtual Store. For this, CARTPANDA charges a percentage and/or fixed remuneration directly from the Merchant for licensing the CARTPANDA Software, solutions that enable the operation of a Virtual Store operated by the Merchant for selling Products.
3.2 Non-Responsibility for Results. The Products made available on the Platform are provided exclusively by the Merchant, with CARTPANDA being the software supplier that allows the provision of Products to Buyers. In this sense, CARTPANDA is not responsible for results, suitability for the purposes aimed by the Buyer, and the truthfulness of the information contained in the Products, such a decision must be made by the Buyer at the time of acquisition and throughout its use of the Products, which must always respect the Product Policy of this Platform.
3.3 Temporary Inaccessibility of the Platform. Due to the particularities of the cloud environment, CARTPANDA cannot guarantee that the Platform will be available and accessible uninterruptedly, being possible to restrict the availability of the Platform or certain areas or features related to it if necessary, considering the capacity limits, the security, or the integrity of its servers, as well as to carry out maintenance measures or service improvements. In such situations, CARTPANDA's liability will be excluded, according to art. 393, of the Civil Code.
3.4 Payment Methods. CARTPANDA is a platform that does not offer, by itself, the solution for receiving payments for the Products offered, which must be independently contracted by the Merchants.
3.4.1 Cartpanda Pay Solution is a payment solution that can be contracted by the Merchant to transact. If the Merchant prefers not to hire Cartpanda Pay, it must select another payment solution integrated with CARTPANDA, available on the CARTPANDA Platform.
3.4.2 CARTPANDA will provide all necessary support for the integration of the Platform with the payment solution chosen by the Merchant, among those available.
3.4.3 If the Merchant does not hire Cartpanda Pay, CARTPANDA will not be responsible for failures in the payment transmissions of the Stores.
ABOUT THE OFFERED PRODUCTS
4.1 Prohibited Products and Product Policy. By using the CARTPANDA Platform, the Merchant agrees and consents that the Products provided must strictly obey the Acceptable Use Policy, under penalty of applying the sanctions provided for in these Terms, without prejudice to applicable judicial measures.
4.2 Purchasing Policy. By using the CARTPANDA Platform, the Merchant agrees and consents that the advertisements of the Products provided must strictly comply with the Acceptable Use Policy, under penalty of applying the sanctions provided for in these Terms, without prejudice to applicable judicial measures. Similarly, the Merchant agrees and consents to comply with all the determinations contained in the Purchasing Policy.
RULES APPLICABLE TO THE MERCHANT
5.1 Knowledge of the Platform's Functionalities. The Merchant, by adhering to this Term, declares and consents that it has armed itself with all the information available regarding the functionalities of the Platform and CARTPANDA, with the technology licensed by CARTPANDA being only a means for the Products to be directly purchased by the Buyers.
5.2 Requirements for the commercialization of Products. The Merchant must:
5.2.1 Register on the Platform as an Merchant, taking responsibility for the appropriate use of the tools contained in the Platform, as well as for seeking the necessary clarification through the available channels on the Platform, in case of doubts;
5.2.2 Accept and respect the CARTPANDA Term;
5.2.3 Respect all the indications of the Acceptable Use Policy included in these Terms of Use, refraining from trying to insert a Prohibited Product on the Platform, recognizing being solely responsible for the Products included on the Platform;
5.2.4 Include the Products on the Platform, providing all requested information about them, such as: offer price, payment methods (including bank details), refund period (7 to 30 days), being able to change such information at any time, without prior notice, but taking responsibility before Buyers to respect the information contained there at the time of each transaction carried out;
5.2.5 Take responsibility for providing clear and objective information about the Products offered through the functionalities of the Platform; keeping them updated and compatible with those disclosed on websites, sales pages, and external member areas to the Platform, as well as taking responsibility before the Buyer for any discrepancies, especially regarding the prices of the Products, their quality, description, suitability for the purpose it proposes, and the cancellation, delivery deadlines in case of non-updating;
5.2.6 Take responsibility for changing, whenever necessary, the information related to the Products, as well as for suspending or canceling their disclosure whenever they fail to meet any of the conditions of these Terms of Use, without prejudice to remaining responsible for all obligations arising from the period of disclosure;
5.2.7 Bear the Fees arising from the use of the functionalities contained in the Platform, and bear its legal, regulatory, tax, and fiscal obligations, if, when, and where they exist.
5.3 Right of Regress of CARTPANDA. It is emphasized that CARTPANDA, by making any type of agreement and/or judicial and extrajudicial settlements with third parties, will not be assuming, directly or indirectly, any responsibility for Products offered by the Merchant on the Platform, thus preserving its right of regress.
NON-CUSTOMIZABLE SOFTWARE USE LICENSE
6.1 Object. The license for the right to use the software of the CARTPANDA Platform ("CARTPANDA Software") is non-customizable, non-exclusive, unassignable, onerous, and temporary and regulated by the Non-Customizable Software Use License, which is an integral part of these Terms. The licensed CARTPANDA Software provides the Merchant with access to the CARTPANDA Platform and the possibility for the Merchant to offer Products to the Buyer.
6.2 Provision. The CARTPANDA Software will be provided monthly electronically, in cloud computing, without media, to ensure that the Merchant always has its most updated version. Under no circumstances will the CARTPANDA Software be downloadable by the Merchant, once the use provision is in cloud computing.
6.3 Non-exclusive Licensing. The Merchant acknowledges and accepts that during the validity of these Terms of Use and after its termination, CARTPANDA may license the CARTPANDA Software to third parties, including competitors of the Merchant, due to the non-exclusive nature of this license.
6.4 Merchant Licensor. The licensing of the CARTPANDA Software is made available and enabled to the Merchant by the unit corresponding to the headquarters of CARTPANDA, in the Municipality of São Paulo/SP, with the monthly issuance of the corresponding fiscal documentation by CARTPANDA.
REMUNERATION
7.1 Fees. The monthly remuneration due by the Merchant for the licensing of the use of the CARTPANDA software is available at https://cartpanda.com/prices/, varying according to the category of the plan chosen by the Merchant.
7.2 Powers Granted to CARTPANDA. At the moment of registration on the Platform, the Merchant agrees and grants powers under clause 6.5, authorizing CARTPANDA to promote:
7.2.1 The receipt of the price paid by the Buyer;
7.2.2 The deduction of the remuneration due to CARTPANDA for the use of its tools, as well as the deduction of remuneration of third parties in the payment means chain contracted in the name and on behalf of the Merchant, to enable the receipts on the CARTPANDA Platform;
7.2.3 The payment of the remaining amount due to the Merchant.
7.3 Revenues and Revenues from CARTPANDA. CARTPANDA's revenue does not include amounts due or passed on to the Merchant, or any other third-party revenue that transits through it due to receipt on behalf and order of third parties and/or the Merchant. Only the values and fees received due to the functionalities effectively made available by it to the Merchants compose CARTPANDA's revenue.
7.4 Merchant's Tax Responsibility. The Merchant is solely responsible for determining, collecting, retaining, declaring, and remitting applicable taxes, import duties, fees, surcharges, and additional charges that result from any sale or its use of the Platform. Any sales contract made through the Platform is made directly between the Merchant and the Buyer. According to applicable legislation, each Merchant is responsible for collecting the taxes/withholdings originated due to transactions carried out on the Platform. Thus, the Merchant is responsible for issuing and forwarding the fiscal document related to the provision of the Products to the Buyer.
RESPONSIBILITY OF MERCHANTS AND CARTPANDA
8.1 Responsibility of the Parties. The responsibility of the Merchants and CARTPANDA shall follow the following rules:
8.1.1 It is possible that documents, information, images, and graphics of Products offered on the Platform contain technical inaccuracies or typographical errors. Under no circumstances shall CARTPANDA and/or its Partners be liable for any direct or indirect damage resulting from the impossibility of use, loss of data, or profits, resulting from access and performance of the Platform, the services offered, or information on the Platform. Access to services, materials, information, and facilities contained in this website does not guarantee their quality.
8.1.2 The documents, information, images, and graphics of Products offered on the Platform are provided without any explicit or implicit guarantee of merchantability or fitness for any specific purpose. In no case shall CARTPANDA or its collaborators be liable for any damages, including lost profits, business interruption, or loss of information resulting from the use or inability to use the materials. CARTPANDA does not guarantee the accuracy or completeness of the information, texts, graphics, links, and other items of the materials.
8.1.3 CARTPANDA is not responsible for the violation of copyrights resulting from information, documents, materials, and/or Products published on the Platform, committing, however, to remove them from the air as soon as a formal notification of the infringement is received and after the pertinent analysis of the complaint, being able to even hear the accused party, at its sole discretion, if it judges that there are not enough elements for the immediate suspension of the content.
8.1.4 Considering that the Platform is not the owner of the Products offered by the Merchant, and that there is no prior editorial control of the Products, CARTPANDA, under the applicable legislation, is not responsible for the Products offered and nor for the damages caused by them.
8.1.5 With this, CARTPANDA offers efficient mechanisms so that Merchants that understand that some right of theirs has been violated can make complaints and seek to resolve their disputes, as indicated below.
8.1.6 Without prejudice to what is already provided in these Terms of Use, CARTPANDA is responsible for the registration data of the Merchants, as well as for the data related to the transactions carried out with the technological tools contained on the Platform under the applicable legislation.
8.1.7 CARTPANDA will not be responsible for errors in the disclosure of Products using the tools contained on the Platform, which may hinder the sale of these Products.
8.1.8 CARTPANDA is not responsible for the quality of the Products offered, but recommends that Merchants value their quality.
8.1.9 The Products included on the Platform will only remain available for disclosure if they comply with this Term. CARTPANDA reserves the right to remove any Product that is not in accordance with its norms and policies.
8.1.10 In the case of the Merchant being characterized as a legal entity, the responsibility for damages and losses caused to CARTPANDA will be joint between the Merchant and the physical persons who control and manage this Merchant.
8.1.11 CARTPANDA will take all possible measures to maintain the confidentiality and security of the Merchants' information, but cannot be considered responsible for losses or damages resulting from the violation of such measures by third parties who use public networks or the Internet to subvert the security system and/or access confidential information of Merchants.
8.1.12 The Merchant agrees that CARTPANDA may, at its sole discretion, carry out the preventive blocking of the Store and respective values existing in it, whenever it becomes aware of any indication of act or conduct that may characterize illegal practice, violation of this Term, or that represents infringement of rights of Merchants or third parties.
8.1.13 CARTPANDA can proceed and maintain the preventive blocking, as a rule, until (i) it is ascertained that the act or conduct suspected did not characterize illegal practice, based on criteria and exclusive evaluation of CARTPANDA; (ii) the involved parties come to formally adequately resolve the amicable resolution of the issue; or (iii) by judicial order or determination of administrative authorities that contain clear and specific identification of the content or act pointed out as infringing, allowing its proper identification and adoption of the required measures. If the illegal nature of the conduct is confirmed, the preventive blocking will be converted into definitive, being that the values eventually existing in the Virtual Store will only be released to whom it is due and by court order.
8.1.14 It is emphasized that the preventive blocking mentioned above does not characterize the application of penalty to the Merchants, as it is a precautionary measure adopted with the sole purpose of seeking to avoid the occurrence of damages, losses, or infringements of rights of Merchants and third parties.
INTELLECTUAL PROPERTY OF CARTPANDA
19.1 Use of CARTPANDA's Intellectual Property. All Intellectual Property of CARTPANDA, including the CARTPANDA Software, are exclusively owned by CARTPANDA and/or its Partners, including any enhancements, corrections, translations, changes, new versions, or derivative works, among others that modify or alter it.
9.2 Penalties. Any violation of CARTPANDA's Intellectual Property, with the occurrence of the situations provided in the previous clause, will lead the Merchant to the application of a fine equivalent to 60 (sixty) times the monthly value of the Products offered by the Merchant, hereby authorizing its discount in Receivables and balances of the Merchant before the Platform, in the occurrence of such violations. The fine will not prevent supplementary indemnification to be judicially determined.
9.3 Prohibition of Use. The Merchants commit not to misuse any Intellectual Property of CARTPANDA, such as, but not limited to, the corporate name, domain names, Merchant titles, deposited or registered trademarks, as well as any other distinctive signs of the other party, including, but not limited to, registrable or non-registrable designs and visual aspects of the platform, without prior authorization from the involved party, in writing, which may be general for the listed acts, being prohibited for any CARTPANDA to use Intellectual Property without authorization.
9.4 Express Authorization. Any authorization issued for the use of CARTPANDA's Intellectual Property will be granted on a precarious basis, always in writing, and exclusively for the purpose pointed out in the said authorization.
COMPLAINTS ABOUT COPYRIGHT INFRINGEMENT
10.1 Intellectual Property of Third Parties. CARTPANDA respects the intellectual property of other individuals or companies, and we ask our members to do the same. Any and all copyright violations must be notified to CARTPANDA and accompanied by documents and information confirming the authorship. The notification may be sent by the emails available on the Platform or by mail to the following address: denuncia@cartpanda.com.
10.2 Suspicion of Infringement by the Merchant. Once the complaint is sent, and within the cancellation period of the Products, considering that the Merchant remains responsible for the technical and quality aspects of the Products offered, CARTPANDA will communicate with the Merchant in question and grant a period of up to 05 (five) consecutive days for it to respond to the complaint with a justification or attempt to solve the problem. If the Merchant does not contact within this period, the refund request may be executed automatically, in addition to providing the Merchant's data to the Buyer, according to the Privacy Policy.
10.3 Requirement and conclusion. If someone believes that a Product offered on the Platform violates their industrial property rights (trademark, patent, industrial designs) or their copyright rights, they may notify CARTPANDA, through a request sent to the customer service department, indicating the URL where the Product in question is located, attaching to the form the proof of being the holder of the violated right or its legal representative, via legally adequate documents to prove their ownership over the Product. After an internal investigation, CARTPANDA will formally pronounce its position on the dispute, under the terms of the clause.
CONFIDENTIALITY
11.1 Confidential Information. The Parties, by themselves, their employees, advisors, or agents will maintain, including for five years after the end of the validity of these Terms of Use, already in the post-contractual phase, the most complete and absolute secrecy about the clauses contracted here, data, materials, details, information, documents, monthly transaction volume, technical and commercial specifications that they may come to know or access, or that are entrusted to them, due to these Terms of Use, any addendum or commercial proposal, except in compliance and to the extent required by any court order. In this case, the Party will immediately inform the other, so that it is given the opportunity to oppose the disclosure.
11.1.1 In case of violation of clause 13.1, compensation for losses and damages to be judicially determined will be due.
PREVENTIVE MEASURES AND SANCTIONS
12.1 Measures. Any conduct contrary to the provisions of this Term and the Connected Documents may be punished:
(a) With the removal of a certain Product;
(b) With the immediate suspension of access to the Merchant's Virtual Store;
(c) With the blocking of the Merchant's Virtual Store on the Platform;
12.1.1 Everything at the exclusive discretion of CARTPANDA, without prejudice to applicable legal actions in situations of Loss by the company itself or by third parties for the determination of indemnification, including supplementary for the determination of losses and damages.
12.2 Blocking of Virtual Store. In cases of blocking the Virtual Store from the Merchant's registration, all active advertisements and/or offers made will be automatically canceled, not entitling the Merchant, for this reason, any right to compensation or reimbursement.
TERMINATION
13.1 Termination by CARTPANDA. CARTPANDA may terminate, at its sole discretion, the provision of any functionalities of the Platform offered and remove any Products offered. CARTPANDA may also restrict Merchants' access to any part or all of the services offered by the Platform, at any time, with or without prior notice, and for any reason or motive.
13.2 Termination by the Merchant. The Merchant may cease to use the Platform at any time, must, for this, remove all its Products, as well as take responsibility for the delivery of any Product that has been purchased through previously disclosed links. In addition, the Merchant must carry out its unregistration as an Merchant of CARTPANDA. However, the Merchant will continue to be responsible for the Products before the Buyers, under the applicable legislation.
13.3 Right of Retention. In any case, including termination, CARTPANDA may, at its sole discretion, retain totally or partially the balance existing in the Merchant's Virtual Store, if it understands that such measure is necessary to guarantee the payment, compensation, and reimbursement due due to any responsibility, obligations, or debt that the Merchant may have incurred with CARTPANDA and/or third parties.
13.4 Commercial Disinterest. The Merchant agrees that CARTPANDA may, at its sole discretion, terminate the relationship with Merchants due to commercial disinterest, through simple notification via email or on the Platform itself, without the need for any justification.
OTHER PROVISIONS
14.1 Notifications. Any notice, requirement, communication, or interpellation related to these terms must be made in writing, whether physically or electronically (email).
14.2 Changes. Only the change of address, physical or electronic (email), made by the Merchant in its registrations on the Platform, will be effective against CARTPANDA.
14.3 Authorization. CARTPANDA is authorized to disclose, on its website and in its promotional materials, that it maintains a commercial relationship with the Merchant. This permission includes the possibility of using the brand and other distinctive signs of the Merchant.
14.4 Validity of Provisions. The non-existence, invalidity, or ineffectiveness of any provisions of these Terms of Use will not affect the others. If any provision is invalidated, in whole or in part, the terms will be considered as modified with the exclusion or modification, to the necessary extent, of the non-existent, invalid, or ineffective provision, in order to maintain the integrity of these Terms of Use and, as far as possible, preserve the original intention of the Parties.
14.5 Review of the Terms. CARTPANDA may periodically review and change this Term to reflect changes and adjustments in its business, CARTPANDA Software, applicable legislation, or whenever CARTPANDA deems it necessary.
14.5.1 Each new version of this Term will come into effect on the date of its availability.
APPLICABLE LAW AND CLAUSE OF FORUM SELECTION
15.1 Applicable Law and Forum. This Term is governed by Brazilian law, electing the Court of the District of São Paulo/SP to settle any doubts or controversies arising from this Contract and the Connected Documents, excluding any other, however privileged it may be.
Under the protection of these General Terms and Conditions of Use ("Term" or "Agreement"), the CARTPANDA Platform allows access to various functionalities of its software that enable Merchants to create Virtual Stores to offer and provide Products to their Buyers, so that, by acquiring access to these Products through the CARTPANDA Platform, being able to charge fees for the licensing of non-customizable software use on the Transaction value according to Fees defined in these terms of use and/or by the provision of functionalities, including financial ones. The new tools or new features added to the current services will also be subject to these General Terms and Conditions of Use of the CARTPANDA Platform (hereinafter "Terms" or "Terms of Use").
By agreeing to these terms, you acknowledge your understanding and agreement with this document and any other applicable Cartpanda Policies, which form an integral part of these Terms and are incorporated by reference, even if presented separately.
After accepting these Terms and the Connected Documents, CARTPANDA will automatically grant a non-exclusive and non-customizable software use license, all made available in the cloud by CARTPANDA. The software is licensed as is and may be modified, replaced, or removed by CARTPANDA at any time, without notice. It is the software that performs all the acts and functionalities of our platform, and CARTPANDA's commitment is to keep it always up to date, although occasional interruptions may occur.
This Term is entered into between CARTPANDA TECNOLOGIA DE SOFTWARE LTDA, registered under CNPJ/MF No. 46.698.364/0001-98, headquartered at Avenida Brigadeiro Faria Lima, 2369, 11th floor, Suite 1102, Jardim Paulistano, São Paulo/SP, ZIP Code 01452-922, hereinafter referred to as "CARTPANDA"; and the Merchant, an individual or legal entity, identified in the registration form filled out electronically on the CARTPANDA Platform.
The celebration of these Terms and Connected Documents is evidenced by the Merchant's agreement electronically and by the reading confirmation at the time of contracting.
THE MERCHANT DECLARES TO HAVE FULLY READ THIS TERM AND THE CONNECTED DOCUMENTS, AGREEING WITH ALL ITS CLAUSES, IN ADDITION TO DECLARING TO HAVE FILLED OUT THE REGISTRATION FORM WITH ITS INFORMATION.
**Informal language summaries and/or electronic guidance (such as email and WhatsApp) about this Term and the Connected Documents may be provided only for convenience, but are not legally binding. Always read the Term, including any documents mentioned here, to have complete information about your rights and obligations. By using the CARTPANDA Platform or any functionality available on it, you agree to this Term. Check periodically for updates.
1. DEFINITIONS
1.1 The following terms, words, expressions, and abbreviations written with initial capital letters and not defined in other parts of this Contract, regardless of whether they are used in singular or plural, will have the meaning attributed to them in this clause, except as expressly indicated otherwise:
CARTPANDA Communication Channels: means the notification space for the Merchant in its profile within the CARTPANDA Platform, emails, "SMS" messages and/or the notification space for the Merchant within the App, or any other form of communication between CARTPANDA and Merchant, so that CARTPANDA can keep the Merchant informed about any occurrences, updates, Transactions, or can send any notification of interest to the Merchant.
CARTPANDA: CARTPANDA SOFTWARE TECHNOLOGY LTD, the company responsible for providing the Platform to accredited Merchants.
Support Center: Email support is available at support@cartpanda.com, or you can contact us by phone at +1-866-637-2482.
Buyer: an individual or legal entity that purchases Products supplied by the Merchant through the execution of a Transaction.
Merchant: an individual or legal entity that supplies Products to the Buyer and operates a Virtual Store organized, identified by CARTPANDA for conducting Transactions.
Virtual Store: the online environment created through the functionalities of the CARTPANDA Platform, exclusively under the Merchant's responsibility, where the Merchant offers its Products to Buyers.
Team Account: Depending on the chosen plan, the Merchant may create one or more Virtual Stores ("Team Account"), allowing others to access its Virtual Store. With the Team Account, the Merchant's owner can create permissions and let others work in their Virtual Stores as it can limit the access of its Team members to certain information or settings.
Payment: the processing of a payment that results in the debit or charge of the Buyer's purchase amount and the credit of resources to an Merchant.
Partners: refers to legal entities with which CARTPANDA maintains a commercial relationship to enable the outsourced offer of Platform functionalities to Merchants.
Loss: all and any losses, obligations, demands, liabilities, requirements, constraints, damages, fines, penalties, prejudices, burdens, disbursements, costs, or expenses, including direct damages, indirect damages, consequential damages, moral damages and/or lost profits, attorney's fees and other experts (including experts and technical assistants), court fees, as well as judicial costs or any interests, whether they are already materialized or future, incurred by CARTPANDA and/or third parties, arising directly or indirectly from the object of this Term, as well as from the non-compliance with obligations assumed by the Merchant before third parties or in the scope of its activity, regardless of the period in which it occurs (before or after the end of the contracting), including, without limitation, those arising from fines, penalties, claims, administrative, extrajudicial and judicial processes filed by third parties and/or caused by an act originating from the Merchant, regardless of fault or dolus.
CARTPANDA Platform or Platform: the platform owned by CARTPANDA for Merchants to enable the creation of Virtual Stores and offer Products to their Buyers.
Products: Goods and/or services, material and/or immaterial, offered to the public by the Merchant.
Intellectual Property: all and any rights of CARTPANDA related to patents, utility models, industrial designs, copyrights, trademarks, trade dress, rights over new creations, industrial secrets, software, integrated circuits, domain names, and all other rights related to copyrights, industrial property, and exclusive rights over intangibles of any kind, in any jurisdiction (including any registration requests for these), covering also inventions, externalized idea, externalized concept, discovery, development, research, technology, intellectual work, industrial secret, software and/or its source code and its object code, firmware, content, audiovisual material, tools, processes, techniques, know-how or technical knowledge, data, plans, devices, apparatus, specifications, designs, prototypes, circuits, layout, new inventions, algorithms, programs, codes, documentation, or any other tangible or intangible material or information, whether this has been protected or not as a patent, copyright, trademarks or in any other way protected (including all its versions, modifications, improvements and derivative works every invention, discovery, improvement, invent, process, utility model, work of art and other works protected by copyright, industrial design and/or trademark, especially, but not limited to, intangibles objects of protection under Law No. 9.279, of May 14, 1996 (Industrial Property Law), Laws No. 9.609 (Law of Intellectual Property of Computer Program) and Law No. 9.610, of February 19, 1998 (Copyright Law).
Password: means any numerical code for Merchant's access to the CARTPANDA Platform. All Passwords mentioned throughout these Terms are personal, confidential, and non-transferable.
Fees: price for the provision of functionalities of the CARTPANDA Platform, assuming the form of royalties for licensing use, price, or commission, depending on the functionalities used by the Merchant, available at https://cartpanda.com/prices/.
Transaction: operation in which the Merchant accepts the Buyer's payment for supplying Products from its Virtual Store.
RULES FOR ACCESS TO THE PLATFORM
2.1 Requirements for the registration of Merchants. Individuals who wish to register as an Merchant must be at least 18 years old or emancipated. That is, according to the national legal system, be capable of rights and duties in civil order. Therefore, anyone who accepts the general terms and conditions of use of this Platform declares themselves fully capable. Moreover, in the case of a legal entity, the respective representative declares the power to regularly bind it to the Platform, having obtained all corporate authorizations for this, under personal responsibility with indemnification for losses and damages to be judicially determined, as well as obliges to grant CARTPANDA the permissions and licenses necessary for the proper use, availability, and provision of its Products.
2.2 Possibility of Cancellation or Refusal of registration. CARTPANDA reserves the right to definitively cancel, temporarily suspend, or refuse the registration of any Merchant, being able to immediately interrupt access to the Platform, regardless of prior notice and/or notification, not generating any type of indemnification or compensation for the Merchant, in the following cases:
a) Verification of the existence of a conviction, already judged res judicata, for heinous crimes or equivalent to heinous, for participation in an association or in a criminal organization, for any involvement with drug or people trafficking, or even in cybercrimes or any other crimes committed in the virtual environment;
b) Identification of bad reputation/negative media that may bring image risks to the honor of CARTPANDA before the general public, including but not limited to employees/collaborators;
c) Identification of information from the individual and/or legal entity not consistent with the approval criteria of CARTPANDA's internal Policies, such as, but not limited to, the number of processes, the existence of protests, and verification on restrictive public access lists;
d) Signs of fraud, of any other illegal act or non-compliance or misrepresentation of the law, applicable regulation, or this Term;
e) Use of the Platform for purposes other than those admitted by CARTPANDA; and
f) Excessive levels of dispute opening requests and/or Reclame Aqui tied to the Merchant's registration.
2.3 Cancellation, suspension, or termination of registration. In the event of cancellation, suspension, or termination of the Merchant's registration on the Platform, the registration of a new Virtual Store or the use of a third party's Virtual Store is prohibited, except in the case where the reasons that caused the exclusion of the registration from the Platform no longer exist.
2.4 Information and registration of Merchant. The Merchant is obliged to properly fill in the data required for registration on the Platform, providing the requested information with the strictest truthfulness and good faith. The given information must be sufficient to allow the identification of the store's owner. Otherwise, if false or omitted information is verified, the registration may be suspended or canceled. For all effects, CARTPANDA, through the acceptance of this Term, may refuse any registration that lacks verisimilar data, as well as request, at any time, additional data or to confirm the information provided.
2.4.1 The mere filling in of registration information on the Platform does not guarantee its accreditation, whose registration may be denied by CARTPANDA if it verifies signs of irregularity in the indicated information or for another reason, regardless of justification, without the incidence of charges or penalties for CARTPANDA.
2.5 About the authenticity of the data and Merchant's responsibility. The Merchant, by agreeing to the Terms of Use, acknowledges being solely responsible for the information provided in the registration, also taking responsibility for the possible consequences arising from incorrect, false, or inaccurate information. Therefore, due attention is advised at the time of registration, and the verification of the information provided.
2.6 Responsibility for access data and activities of the Virtual Store. The Merchant is solely responsible for the access data and for all activities developed in the Virtual Store. Consequently, CARTPANDA cannot be held liable for any kind of damages arising from the use of the Virtual Store by the Merchant or by third parties who use it. The Merchant is responsible for keeping the login and password of its Virtual Store confidential. Since this data is personal and non-transferable, the Merchant cannot share them with third parties. Furthermore, no representative or agent of CARTPANDA is authorized to demand the password or login of any Merchant. Moreover, this information cannot be shared with other Merchants on the Platform, nor Buyers. In case of theft or loss of any essential data for access and use of the Virtual Store, allowing its use by third parties, including anyone who is not the owner of the Virtual Store, the Merchant must notify CARTPANDA so that the appropriate security measures can be taken as the case may be.
ABOUT THE CARTPANDA PLATFORM
3.1 About the Proprietary Platform. CARTPANDA acts as a technology supplier for creating a Virtual Store with technology solutions for Merchants interested in offering Products to Buyers through their Virtual Store. For this, CARTPANDA charges a percentage and/or fixed remuneration directly from the Merchant for licensing the CARTPANDA Software, solutions that enable the operation of a Virtual Store operated by the Merchant for selling Products.
3.2 Non-Responsibility for Results. The Products made available on the Platform are provided exclusively by the Merchant, with CARTPANDA being the software supplier that allows the provision of Products to Buyers. In this sense, CARTPANDA is not responsible for results, suitability for the purposes aimed by the Buyer, and the truthfulness of the information contained in the Products, such a decision must be made by the Buyer at the time of acquisition and throughout its use of the Products, which must always respect the Product Policy of this Platform.
3.3 Temporary Inaccessibility of the Platform. Due to the particularities of the cloud environment, CARTPANDA cannot guarantee that the Platform will be available and accessible uninterruptedly, being possible to restrict the availability of the Platform or certain areas or features related to it if necessary, considering the capacity limits, the security, or the integrity of its servers, as well as to carry out maintenance measures or service improvements. In such situations, CARTPANDA's liability will be excluded, according to art. 393, of the Civil Code.
3.4 Payment Methods. CARTPANDA is a platform that does not offer, by itself, the solution for receiving payments for the Products offered, which must be independently contracted by the Merchants.
3.4.1 Cartpanda Pay Solution is a payment solution that can be contracted by the Merchant to transact. If the Merchant prefers not to hire Cartpanda Pay, it must select another payment solution integrated with CARTPANDA, available on the CARTPANDA Platform.
3.4.2 CARTPANDA will provide all necessary support for the integration of the Platform with the payment solution chosen by the Merchant, among those available.
3.4.3 If the Merchant does not hire Cartpanda Pay, CARTPANDA will not be responsible for failures in the payment transmissions of the Stores.
ABOUT THE OFFERED PRODUCTS
4.1 Prohibited Products and Product Policy. By using the CARTPANDA Platform, the Merchant agrees and consents that the Products provided must strictly obey the Acceptable Use Policy, under penalty of applying the sanctions provided for in these Terms, without prejudice to applicable judicial measures.
4.2 Purchasing Policy. By using the CARTPANDA Platform, the Merchant agrees and consents that the advertisements of the Products provided must strictly comply with the Acceptable Use Policy, under penalty of applying the sanctions provided for in these Terms, without prejudice to applicable judicial measures. Similarly, the Merchant agrees and consents to comply with all the determinations contained in the Purchasing Policy.
RULES APPLICABLE TO THE MERCHANT
5.1 Knowledge of the Platform's Functionalities. The Merchant, by adhering to this Term, declares and consents that it has armed itself with all the information available regarding the functionalities of the Platform and CARTPANDA, with the technology licensed by CARTPANDA being only a means for the Products to be directly purchased by the Buyers.
5.2 Requirements for the commercialization of Products. The Merchant must:
5.2.1 Register on the Platform as an Merchant, taking responsibility for the appropriate use of the tools contained in the Platform, as well as for seeking the necessary clarification through the available channels on the Platform, in case of doubts;
5.2.2 Accept and respect the CARTPANDA Term;
5.2.3 Respect all the indications of the Acceptable Use Policy included in these Terms of Use, refraining from trying to insert a Prohibited Product on the Platform, recognizing being solely responsible for the Products included on the Platform;
5.2.4 Include the Products on the Platform, providing all requested information about them, such as: offer price, payment methods (including bank details), refund period (7 to 30 days), being able to change such information at any time, without prior notice, but taking responsibility before Buyers to respect the information contained there at the time of each transaction carried out;
5.2.5 Take responsibility for providing clear and objective information about the Products offered through the functionalities of the Platform; keeping them updated and compatible with those disclosed on websites, sales pages, and external member areas to the Platform, as well as taking responsibility before the Buyer for any discrepancies, especially regarding the prices of the Products, their quality, description, suitability for the purpose it proposes, and the cancellation, delivery deadlines in case of non-updating;
5.2.6 Take responsibility for changing, whenever necessary, the information related to the Products, as well as for suspending or canceling their disclosure whenever they fail to meet any of the conditions of these Terms of Use, without prejudice to remaining responsible for all obligations arising from the period of disclosure;
5.2.7 Bear the Fees arising from the use of the functionalities contained in the Platform, and bear its legal, regulatory, tax, and fiscal obligations, if, when, and where they exist.
5.3 Right of Regress of CARTPANDA. It is emphasized that CARTPANDA, by making any type of agreement and/or judicial and extrajudicial settlements with third parties, will not be assuming, directly or indirectly, any responsibility for Products offered by the Merchant on the Platform, thus preserving its right of regress.
NON-CUSTOMIZABLE SOFTWARE USE LICENSE
6.1 Object. The license for the right to use the software of the CARTPANDA Platform ("CARTPANDA Software") is non-customizable, non-exclusive, unassignable, onerous, and temporary and regulated by the Non-Customizable Software Use License, which is an integral part of these Terms. The licensed CARTPANDA Software provides the Merchant with access to the CARTPANDA Platform and the possibility for the Merchant to offer Products to the Buyer.
6.2 Provision. The CARTPANDA Software will be provided monthly electronically, in cloud computing, without media, to ensure that the Merchant always has its most updated version. Under no circumstances will the CARTPANDA Software be downloadable by the Merchant, once the use provision is in cloud computing.
6.3 Non-exclusive Licensing. The Merchant acknowledges and accepts that during the validity of these Terms of Use and after its termination, CARTPANDA may license the CARTPANDA Software to third parties, including competitors of the Merchant, due to the non-exclusive nature of this license.
6.4 Merchant Licensor. The licensing of the CARTPANDA Software is made available and enabled to the Merchant by the unit corresponding to the headquarters of CARTPANDA, in the Municipality of São Paulo/SP, with the monthly issuance of the corresponding fiscal documentation by CARTPANDA.
REMUNERATION
7.1 Fees. The monthly remuneration due by the Merchant for the licensing of the use of the CARTPANDA software is available at https://cartpanda.com/prices/, varying according to the category of the plan chosen by the Merchant.
7.2 Powers Granted to CARTPANDA. At the moment of registration on the Platform, the Merchant agrees and grants powers under clause 6.5, authorizing CARTPANDA to promote:
7.2.1 The receipt of the price paid by the Buyer;
7.2.2 The deduction of the remuneration due to CARTPANDA for the use of its tools, as well as the deduction of remuneration of third parties in the payment means chain contracted in the name and on behalf of the Merchant, to enable the receipts on the CARTPANDA Platform;
7.2.3 The payment of the remaining amount due to the Merchant.
7.3 Revenues and Revenues from CARTPANDA. CARTPANDA's revenue does not include amounts due or passed on to the Merchant, or any other third-party revenue that transits through it due to receipt on behalf and order of third parties and/or the Merchant. Only the values and fees received due to the functionalities effectively made available by it to the Merchants compose CARTPANDA's revenue.
7.4 Merchant's Tax Responsibility. The Merchant is solely responsible for determining, collecting, retaining, declaring, and remitting applicable taxes, import duties, fees, surcharges, and additional charges that result from any sale or its use of the Platform. Any sales contract made through the Platform is made directly between the Merchant and the Buyer. According to applicable legislation, each Merchant is responsible for collecting the taxes/withholdings originated due to transactions carried out on the Platform. Thus, the Merchant is responsible for issuing and forwarding the fiscal document related to the provision of the Products to the Buyer.
RESPONSIBILITY OF MERCHANTS AND CARTPANDA
8.1 Responsibility of the Parties. The responsibility of the Merchants and CARTPANDA shall follow the following rules:
8.1.1 It is possible that documents, information, images, and graphics of Products offered on the Platform contain technical inaccuracies or typographical errors. Under no circumstances shall CARTPANDA and/or its Partners be liable for any direct or indirect damage resulting from the impossibility of use, loss of data, or profits, resulting from access and performance of the Platform, the services offered, or information on the Platform. Access to services, materials, information, and facilities contained in this website does not guarantee their quality.
8.1.2 The documents, information, images, and graphics of Products offered on the Platform are provided without any explicit or implicit guarantee of merchantability or fitness for any specific purpose. In no case shall CARTPANDA or its collaborators be liable for any damages, including lost profits, business interruption, or loss of information resulting from the use or inability to use the materials. CARTPANDA does not guarantee the accuracy or completeness of the information, texts, graphics, links, and other items of the materials.
8.1.3 CARTPANDA is not responsible for the violation of copyrights resulting from information, documents, materials, and/or Products published on the Platform, committing, however, to remove them from the air as soon as a formal notification of the infringement is received and after the pertinent analysis of the complaint, being able to even hear the accused party, at its sole discretion, if it judges that there are not enough elements for the immediate suspension of the content.
8.1.4 Considering that the Platform is not the owner of the Products offered by the Merchant, and that there is no prior editorial control of the Products, CARTPANDA, under the applicable legislation, is not responsible for the Products offered and nor for the damages caused by them.
8.1.5 With this, CARTPANDA offers efficient mechanisms so that Merchants that understand that some right of theirs has been violated can make complaints and seek to resolve their disputes, as indicated below.
8.1.6 Without prejudice to what is already provided in these Terms of Use, CARTPANDA is responsible for the registration data of the Merchants, as well as for the data related to the transactions carried out with the technological tools contained on the Platform under the applicable legislation.
8.1.7 CARTPANDA will not be responsible for errors in the disclosure of Products using the tools contained on the Platform, which may hinder the sale of these Products.
8.1.8 CARTPANDA is not responsible for the quality of the Products offered, but recommends that Merchants value their quality.
8.1.9 The Products included on the Platform will only remain available for disclosure if they comply with this Term. CARTPANDA reserves the right to remove any Product that is not in accordance with its norms and policies.
8.1.10 In the case of the Merchant being characterized as a legal entity, the responsibility for damages and losses caused to CARTPANDA will be joint between the Merchant and the physical persons who control and manage this Merchant.
8.1.11 CARTPANDA will take all possible measures to maintain the confidentiality and security of the Merchants' information, but cannot be considered responsible for losses or damages resulting from the violation of such measures by third parties who use public networks or the Internet to subvert the security system and/or access confidential information of Merchants.
8.1.12 The Merchant agrees that CARTPANDA may, at its sole discretion, carry out the preventive blocking of the Store and respective values existing in it, whenever it becomes aware of any indication of act or conduct that may characterize illegal practice, violation of this Term, or that represents infringement of rights of Merchants or third parties.
8.1.13 CARTPANDA can proceed and maintain the preventive blocking, as a rule, until (i) it is ascertained that the act or conduct suspected did not characterize illegal practice, based on criteria and exclusive evaluation of CARTPANDA; (ii) the involved parties come to formally adequately resolve the amicable resolution of the issue; or (iii) by judicial order or determination of administrative authorities that contain clear and specific identification of the content or act pointed out as infringing, allowing its proper identification and adoption of the required measures. If the illegal nature of the conduct is confirmed, the preventive blocking will be converted into definitive, being that the values eventually existing in the Virtual Store will only be released to whom it is due and by court order.
8.1.14 It is emphasized that the preventive blocking mentioned above does not characterize the application of penalty to the Merchants, as it is a precautionary measure adopted with the sole purpose of seeking to avoid the occurrence of damages, losses, or infringements of rights of Merchants and third parties.
INTELLECTUAL PROPERTY OF CARTPANDA
19.1 Use of CARTPANDA's Intellectual Property. All Intellectual Property of CARTPANDA, including the CARTPANDA Software, are exclusively owned by CARTPANDA and/or its Partners, including any enhancements, corrections, translations, changes, new versions, or derivative works, among others that modify or alter it.
9.2 Penalties. Any violation of CARTPANDA's Intellectual Property, with the occurrence of the situations provided in the previous clause, will lead the Merchant to the application of a fine equivalent to 60 (sixty) times the monthly value of the Products offered by the Merchant, hereby authorizing its discount in Receivables and balances of the Merchant before the Platform, in the occurrence of such violations. The fine will not prevent supplementary indemnification to be judicially determined.
9.3 Prohibition of Use. The Merchants commit not to misuse any Intellectual Property of CARTPANDA, such as, but not limited to, the corporate name, domain names, Merchant titles, deposited or registered trademarks, as well as any other distinctive signs of the other party, including, but not limited to, registrable or non-registrable designs and visual aspects of the platform, without prior authorization from the involved party, in writing, which may be general for the listed acts, being prohibited for any CARTPANDA to use Intellectual Property without authorization.
9.4 Express Authorization. Any authorization issued for the use of CARTPANDA's Intellectual Property will be granted on a precarious basis, always in writing, and exclusively for the purpose pointed out in the said authorization.
COMPLAINTS ABOUT COPYRIGHT INFRINGEMENT
10.1 Intellectual Property of Third Parties. CARTPANDA respects the intellectual property of other individuals or companies, and we ask our members to do the same. Any and all copyright violations must be notified to CARTPANDA and accompanied by documents and information confirming the authorship. The notification may be sent by the emails available on the Platform or by mail to the following address: denuncia@cartpanda.com.
10.2 Suspicion of Infringement by the Merchant. Once the complaint is sent, and within the cancellation period of the Products, considering that the Merchant remains responsible for the technical and quality aspects of the Products offered, CARTPANDA will communicate with the Merchant in question and grant a period of up to 05 (five) consecutive days for it to respond to the complaint with a justification or attempt to solve the problem. If the Merchant does not contact within this period, the refund request may be executed automatically, in addition to providing the Merchant's data to the Buyer, according to the Privacy Policy.
10.3 Requirement and conclusion. If someone believes that a Product offered on the Platform violates their industrial property rights (trademark, patent, industrial designs) or their copyright rights, they may notify CARTPANDA, through a request sent to the customer service department, indicating the URL where the Product in question is located, attaching to the form the proof of being the holder of the violated right or its legal representative, via legally adequate documents to prove their ownership over the Product. After an internal investigation, CARTPANDA will formally pronounce its position on the dispute, under the terms of the clause.
CONFIDENTIALITY
11.1 Confidential Information. The Parties, by themselves, their employees, advisors, or agents will maintain, including for five years after the end of the validity of these Terms of Use, already in the post-contractual phase, the most complete and absolute secrecy about the clauses contracted here, data, materials, details, information, documents, monthly transaction volume, technical and commercial specifications that they may come to know or access, or that are entrusted to them, due to these Terms of Use, any addendum or commercial proposal, except in compliance and to the extent required by any court order. In this case, the Party will immediately inform the other, so that it is given the opportunity to oppose the disclosure.
11.1.1 In case of violation of clause 13.1, compensation for losses and damages to be judicially determined will be due.
PREVENTIVE MEASURES AND SANCTIONS
12.1 Measures. Any conduct contrary to the provisions of this Term and the Connected Documents may be punished:
(a) With the removal of a certain Product;
(b) With the immediate suspension of access to the Merchant's Virtual Store;
(c) With the blocking of the Merchant's Virtual Store on the Platform;
12.1.1 Everything at the exclusive discretion of CARTPANDA, without prejudice to applicable legal actions in situations of Loss by the company itself or by third parties for the determination of indemnification, including supplementary for the determination of losses and damages.
12.2 Blocking of Virtual Store. In cases of blocking the Virtual Store from the Merchant's registration, all active advertisements and/or offers made will be automatically canceled, not entitling the Merchant, for this reason, any right to compensation or reimbursement.
TERMINATION
13.1 Termination by CARTPANDA. CARTPANDA may terminate, at its sole discretion, the provision of any functionalities of the Platform offered and remove any Products offered. CARTPANDA may also restrict Merchants' access to any part or all of the services offered by the Platform, at any time, with or without prior notice, and for any reason or motive.
13.2 Termination by the Merchant. The Merchant may cease to use the Platform at any time, must, for this, remove all its Products, as well as take responsibility for the delivery of any Product that has been purchased through previously disclosed links. In addition, the Merchant must carry out its unregistration as an Merchant of CARTPANDA. However, the Merchant will continue to be responsible for the Products before the Buyers, under the applicable legislation.
13.3 Right of Retention. In any case, including termination, CARTPANDA may, at its sole discretion, retain totally or partially the balance existing in the Merchant's Virtual Store, if it understands that such measure is necessary to guarantee the payment, compensation, and reimbursement due due to any responsibility, obligations, or debt that the Merchant may have incurred with CARTPANDA and/or third parties.
13.4 Commercial Disinterest. The Merchant agrees that CARTPANDA may, at its sole discretion, terminate the relationship with Merchants due to commercial disinterest, through simple notification via email or on the Platform itself, without the need for any justification.
OTHER PROVISIONS
14.1 Notifications. Any notice, requirement, communication, or interpellation related to these terms must be made in writing, whether physically or electronically (email).
14.2 Changes. Only the change of address, physical or electronic (email), made by the Merchant in its registrations on the Platform, will be effective against CARTPANDA.
14.3 Authorization. CARTPANDA is authorized to disclose, on its website and in its promotional materials, that it maintains a commercial relationship with the Merchant. This permission includes the possibility of using the brand and other distinctive signs of the Merchant.
14.4 Validity of Provisions. The non-existence, invalidity, or ineffectiveness of any provisions of these Terms of Use will not affect the others. If any provision is invalidated, in whole or in part, the terms will be considered as modified with the exclusion or modification, to the necessary extent, of the non-existent, invalid, or ineffective provision, in order to maintain the integrity of these Terms of Use and, as far as possible, preserve the original intention of the Parties.
14.5 Review of the Terms. CARTPANDA may periodically review and change this Term to reflect changes and adjustments in its business, CARTPANDA Software, applicable legislation, or whenever CARTPANDA deems it necessary.
14.5.1 Each new version of this Term will come into effect on the date of its availability.
APPLICABLE LAW AND CLAUSE OF FORUM SELECTION
15.1 Applicable Law and Forum. This Term is governed by Brazilian law, electing the Court of the District of São Paulo/SP to settle any doubts or controversies arising from this Contract and the Connected Documents, excluding any other, however privileged it may be.
Under the protection of these General Terms and Conditions of Use ("Term" or "Agreement"), the CARTPANDA Platform allows access to various functionalities of its software that enable Merchants to create Virtual Stores to offer and provide Products to their Buyers, so that, by acquiring access to these Products through the CARTPANDA Platform, being able to charge fees for the licensing of non-customizable software use on the Transaction value according to Fees defined in these terms of use and/or by the provision of functionalities, including financial ones. The new tools or new features added to the current services will also be subject to these General Terms and Conditions of Use of the CARTPANDA Platform (hereinafter "Terms" or "Terms of Use").
By agreeing to these terms, you acknowledge your understanding and agreement with this document and any other applicable Cartpanda Policies, which form an integral part of these Terms and are incorporated by reference, even if presented separately.
After accepting these Terms and the Connected Documents, CARTPANDA will automatically grant a non-exclusive and non-customizable software use license, all made available in the cloud by CARTPANDA. The software is licensed as is and may be modified, replaced, or removed by CARTPANDA at any time, without notice. It is the software that performs all the acts and functionalities of our platform, and CARTPANDA's commitment is to keep it always up to date, although occasional interruptions may occur.
This Term is entered into between CARTPANDA TECNOLOGIA DE SOFTWARE LTDA, registered under CNPJ/MF No. 46.698.364/0001-98, headquartered at Avenida Brigadeiro Faria Lima, 2369, 11th floor, Suite 1102, Jardim Paulistano, São Paulo/SP, ZIP Code 01452-922, hereinafter referred to as "CARTPANDA"; and the Merchant, an individual or legal entity, identified in the registration form filled out electronically on the CARTPANDA Platform.
The celebration of these Terms and Connected Documents is evidenced by the Merchant's agreement electronically and by the reading confirmation at the time of contracting.
THE MERCHANT DECLARES TO HAVE FULLY READ THIS TERM AND THE CONNECTED DOCUMENTS, AGREEING WITH ALL ITS CLAUSES, IN ADDITION TO DECLARING TO HAVE FILLED OUT THE REGISTRATION FORM WITH ITS INFORMATION.
**Informal language summaries and/or electronic guidance (such as email and WhatsApp) about this Term and the Connected Documents may be provided only for convenience, but are not legally binding. Always read the Term, including any documents mentioned here, to have complete information about your rights and obligations. By using the CARTPANDA Platform or any functionality available on it, you agree to this Term. Check periodically for updates.
1. DEFINITIONS
1.1 The following terms, words, expressions, and abbreviations written with initial capital letters and not defined in other parts of this Contract, regardless of whether they are used in singular or plural, will have the meaning attributed to them in this clause, except as expressly indicated otherwise:
CARTPANDA Communication Channels: means the notification space for the Merchant in its profile within the CARTPANDA Platform, emails, "SMS" messages and/or the notification space for the Merchant within the App, or any other form of communication between CARTPANDA and Merchant, so that CARTPANDA can keep the Merchant informed about any occurrences, updates, Transactions, or can send any notification of interest to the Merchant.
CARTPANDA: CARTPANDA SOFTWARE TECHNOLOGY LTD, the company responsible for providing the Platform to accredited Merchants.
Support Center: Email support is available at support@cartpanda.com, or you can contact us by phone at +1-866-637-2482.
Buyer: an individual or legal entity that purchases Products supplied by the Merchant through the execution of a Transaction.
Merchant: an individual or legal entity that supplies Products to the Buyer and operates a Virtual Store organized, identified by CARTPANDA for conducting Transactions.
Virtual Store: the online environment created through the functionalities of the CARTPANDA Platform, exclusively under the Merchant's responsibility, where the Merchant offers its Products to Buyers.
Team Account: Depending on the chosen plan, the Merchant may create one or more Virtual Stores ("Team Account"), allowing others to access its Virtual Store. With the Team Account, the Merchant's owner can create permissions and let others work in their Virtual Stores as it can limit the access of its Team members to certain information or settings.
Payment: the processing of a payment that results in the debit or charge of the Buyer's purchase amount and the credit of resources to an Merchant.
Partners: refers to legal entities with which CARTPANDA maintains a commercial relationship to enable the outsourced offer of Platform functionalities to Merchants.
Loss: all and any losses, obligations, demands, liabilities, requirements, constraints, damages, fines, penalties, prejudices, burdens, disbursements, costs, or expenses, including direct damages, indirect damages, consequential damages, moral damages and/or lost profits, attorney's fees and other experts (including experts and technical assistants), court fees, as well as judicial costs or any interests, whether they are already materialized or future, incurred by CARTPANDA and/or third parties, arising directly or indirectly from the object of this Term, as well as from the non-compliance with obligations assumed by the Merchant before third parties or in the scope of its activity, regardless of the period in which it occurs (before or after the end of the contracting), including, without limitation, those arising from fines, penalties, claims, administrative, extrajudicial and judicial processes filed by third parties and/or caused by an act originating from the Merchant, regardless of fault or dolus.
CARTPANDA Platform or Platform: the platform owned by CARTPANDA for Merchants to enable the creation of Virtual Stores and offer Products to their Buyers.
Products: Goods and/or services, material and/or immaterial, offered to the public by the Merchant.
Intellectual Property: all and any rights of CARTPANDA related to patents, utility models, industrial designs, copyrights, trademarks, trade dress, rights over new creations, industrial secrets, software, integrated circuits, domain names, and all other rights related to copyrights, industrial property, and exclusive rights over intangibles of any kind, in any jurisdiction (including any registration requests for these), covering also inventions, externalized idea, externalized concept, discovery, development, research, technology, intellectual work, industrial secret, software and/or its source code and its object code, firmware, content, audiovisual material, tools, processes, techniques, know-how or technical knowledge, data, plans, devices, apparatus, specifications, designs, prototypes, circuits, layout, new inventions, algorithms, programs, codes, documentation, or any other tangible or intangible material or information, whether this has been protected or not as a patent, copyright, trademarks or in any other way protected (including all its versions, modifications, improvements and derivative works every invention, discovery, improvement, invent, process, utility model, work of art and other works protected by copyright, industrial design and/or trademark, especially, but not limited to, intangibles objects of protection under Law No. 9.279, of May 14, 1996 (Industrial Property Law), Laws No. 9.609 (Law of Intellectual Property of Computer Program) and Law No. 9.610, of February 19, 1998 (Copyright Law).
Password: means any numerical code for Merchant's access to the CARTPANDA Platform. All Passwords mentioned throughout these Terms are personal, confidential, and non-transferable.
Fees: price for the provision of functionalities of the CARTPANDA Platform, assuming the form of royalties for licensing use, price, or commission, depending on the functionalities used by the Merchant, available at https://cartpanda.com/prices/.
Transaction: operation in which the Merchant accepts the Buyer's payment for supplying Products from its Virtual Store.
RULES FOR ACCESS TO THE PLATFORM
2.1 Requirements for the registration of Merchants. Individuals who wish to register as an Merchant must be at least 18 years old or emancipated. That is, according to the national legal system, be capable of rights and duties in civil order. Therefore, anyone who accepts the general terms and conditions of use of this Platform declares themselves fully capable. Moreover, in the case of a legal entity, the respective representative declares the power to regularly bind it to the Platform, having obtained all corporate authorizations for this, under personal responsibility with indemnification for losses and damages to be judicially determined, as well as obliges to grant CARTPANDA the permissions and licenses necessary for the proper use, availability, and provision of its Products.
2.2 Possibility of Cancellation or Refusal of registration. CARTPANDA reserves the right to definitively cancel, temporarily suspend, or refuse the registration of any Merchant, being able to immediately interrupt access to the Platform, regardless of prior notice and/or notification, not generating any type of indemnification or compensation for the Merchant, in the following cases:
a) Verification of the existence of a conviction, already judged res judicata, for heinous crimes or equivalent to heinous, for participation in an association or in a criminal organization, for any involvement with drug or people trafficking, or even in cybercrimes or any other crimes committed in the virtual environment;
b) Identification of bad reputation/negative media that may bring image risks to the honor of CARTPANDA before the general public, including but not limited to employees/collaborators;
c) Identification of information from the individual and/or legal entity not consistent with the approval criteria of CARTPANDA's internal Policies, such as, but not limited to, the number of processes, the existence of protests, and verification on restrictive public access lists;
d) Signs of fraud, of any other illegal act or non-compliance or misrepresentation of the law, applicable regulation, or this Term;
e) Use of the Platform for purposes other than those admitted by CARTPANDA; and
f) Excessive levels of dispute opening requests and/or Reclame Aqui tied to the Merchant's registration.
2.3 Cancellation, suspension, or termination of registration. In the event of cancellation, suspension, or termination of the Merchant's registration on the Platform, the registration of a new Virtual Store or the use of a third party's Virtual Store is prohibited, except in the case where the reasons that caused the exclusion of the registration from the Platform no longer exist.
2.4 Information and registration of Merchant. The Merchant is obliged to properly fill in the data required for registration on the Platform, providing the requested information with the strictest truthfulness and good faith. The given information must be sufficient to allow the identification of the store's owner. Otherwise, if false or omitted information is verified, the registration may be suspended or canceled. For all effects, CARTPANDA, through the acceptance of this Term, may refuse any registration that lacks verisimilar data, as well as request, at any time, additional data or to confirm the information provided.
2.4.1 The mere filling in of registration information on the Platform does not guarantee its accreditation, whose registration may be denied by CARTPANDA if it verifies signs of irregularity in the indicated information or for another reason, regardless of justification, without the incidence of charges or penalties for CARTPANDA.
2.5 About the authenticity of the data and Merchant's responsibility. The Merchant, by agreeing to the Terms of Use, acknowledges being solely responsible for the information provided in the registration, also taking responsibility for the possible consequences arising from incorrect, false, or inaccurate information. Therefore, due attention is advised at the time of registration, and the verification of the information provided.
2.6 Responsibility for access data and activities of the Virtual Store. The Merchant is solely responsible for the access data and for all activities developed in the Virtual Store. Consequently, CARTPANDA cannot be held liable for any kind of damages arising from the use of the Virtual Store by the Merchant or by third parties who use it. The Merchant is responsible for keeping the login and password of its Virtual Store confidential. Since this data is personal and non-transferable, the Merchant cannot share them with third parties. Furthermore, no representative or agent of CARTPANDA is authorized to demand the password or login of any Merchant. Moreover, this information cannot be shared with other Merchants on the Platform, nor Buyers. In case of theft or loss of any essential data for access and use of the Virtual Store, allowing its use by third parties, including anyone who is not the owner of the Virtual Store, the Merchant must notify CARTPANDA so that the appropriate security measures can be taken as the case may be.
ABOUT THE CARTPANDA PLATFORM
3.1 About the Proprietary Platform. CARTPANDA acts as a technology supplier for creating a Virtual Store with technology solutions for Merchants interested in offering Products to Buyers through their Virtual Store. For this, CARTPANDA charges a percentage and/or fixed remuneration directly from the Merchant for licensing the CARTPANDA Software, solutions that enable the operation of a Virtual Store operated by the Merchant for selling Products.
3.2 Non-Responsibility for Results. The Products made available on the Platform are provided exclusively by the Merchant, with CARTPANDA being the software supplier that allows the provision of Products to Buyers. In this sense, CARTPANDA is not responsible for results, suitability for the purposes aimed by the Buyer, and the truthfulness of the information contained in the Products, such a decision must be made by the Buyer at the time of acquisition and throughout its use of the Products, which must always respect the Product Policy of this Platform.
3.3 Temporary Inaccessibility of the Platform. Due to the particularities of the cloud environment, CARTPANDA cannot guarantee that the Platform will be available and accessible uninterruptedly, being possible to restrict the availability of the Platform or certain areas or features related to it if necessary, considering the capacity limits, the security, or the integrity of its servers, as well as to carry out maintenance measures or service improvements. In such situations, CARTPANDA's liability will be excluded, according to art. 393, of the Civil Code.
3.4 Payment Methods. CARTPANDA is a platform that does not offer, by itself, the solution for receiving payments for the Products offered, which must be independently contracted by the Merchants.
3.4.1 Cartpanda Pay Solution is a payment solution that can be contracted by the Merchant to transact. If the Merchant prefers not to hire Cartpanda Pay, it must select another payment solution integrated with CARTPANDA, available on the CARTPANDA Platform.
3.4.2 CARTPANDA will provide all necessary support for the integration of the Platform with the payment solution chosen by the Merchant, among those available.
3.4.3 If the Merchant does not hire Cartpanda Pay, CARTPANDA will not be responsible for failures in the payment transmissions of the Stores.
ABOUT THE OFFERED PRODUCTS
4.1 Prohibited Products and Product Policy. By using the CARTPANDA Platform, the Merchant agrees and consents that the Products provided must strictly obey the Acceptable Use Policy, under penalty of applying the sanctions provided for in these Terms, without prejudice to applicable judicial measures.
4.2 Purchasing Policy. By using the CARTPANDA Platform, the Merchant agrees and consents that the advertisements of the Products provided must strictly comply with the Acceptable Use Policy, under penalty of applying the sanctions provided for in these Terms, without prejudice to applicable judicial measures. Similarly, the Merchant agrees and consents to comply with all the determinations contained in the Purchasing Policy.
RULES APPLICABLE TO THE MERCHANT
5.1 Knowledge of the Platform's Functionalities. The Merchant, by adhering to this Term, declares and consents that it has armed itself with all the information available regarding the functionalities of the Platform and CARTPANDA, with the technology licensed by CARTPANDA being only a means for the Products to be directly purchased by the Buyers.
5.2 Requirements for the commercialization of Products. The Merchant must:
5.2.1 Register on the Platform as an Merchant, taking responsibility for the appropriate use of the tools contained in the Platform, as well as for seeking the necessary clarification through the available channels on the Platform, in case of doubts;
5.2.2 Accept and respect the CARTPANDA Term;
5.2.3 Respect all the indications of the Acceptable Use Policy included in these Terms of Use, refraining from trying to insert a Prohibited Product on the Platform, recognizing being solely responsible for the Products included on the Platform;
5.2.4 Include the Products on the Platform, providing all requested information about them, such as: offer price, payment methods (including bank details), refund period (7 to 30 days), being able to change such information at any time, without prior notice, but taking responsibility before Buyers to respect the information contained there at the time of each transaction carried out;
5.2.5 Take responsibility for providing clear and objective information about the Products offered through the functionalities of the Platform; keeping them updated and compatible with those disclosed on websites, sales pages, and external member areas to the Platform, as well as taking responsibility before the Buyer for any discrepancies, especially regarding the prices of the Products, their quality, description, suitability for the purpose it proposes, and the cancellation, delivery deadlines in case of non-updating;
5.2.6 Take responsibility for changing, whenever necessary, the information related to the Products, as well as for suspending or canceling their disclosure whenever they fail to meet any of the conditions of these Terms of Use, without prejudice to remaining responsible for all obligations arising from the period of disclosure;
5.2.7 Bear the Fees arising from the use of the functionalities contained in the Platform, and bear its legal, regulatory, tax, and fiscal obligations, if, when, and where they exist.
5.3 Right of Regress of CARTPANDA. It is emphasized that CARTPANDA, by making any type of agreement and/or judicial and extrajudicial settlements with third parties, will not be assuming, directly or indirectly, any responsibility for Products offered by the Merchant on the Platform, thus preserving its right of regress.
NON-CUSTOMIZABLE SOFTWARE USE LICENSE
6.1 Object. The license for the right to use the software of the CARTPANDA Platform ("CARTPANDA Software") is non-customizable, non-exclusive, unassignable, onerous, and temporary and regulated by the Non-Customizable Software Use License, which is an integral part of these Terms. The licensed CARTPANDA Software provides the Merchant with access to the CARTPANDA Platform and the possibility for the Merchant to offer Products to the Buyer.
6.2 Provision. The CARTPANDA Software will be provided monthly electronically, in cloud computing, without media, to ensure that the Merchant always has its most updated version. Under no circumstances will the CARTPANDA Software be downloadable by the Merchant, once the use provision is in cloud computing.
6.3 Non-exclusive Licensing. The Merchant acknowledges and accepts that during the validity of these Terms of Use and after its termination, CARTPANDA may license the CARTPANDA Software to third parties, including competitors of the Merchant, due to the non-exclusive nature of this license.
6.4 Merchant Licensor. The licensing of the CARTPANDA Software is made available and enabled to the Merchant by the unit corresponding to the headquarters of CARTPANDA, in the Municipality of São Paulo/SP, with the monthly issuance of the corresponding fiscal documentation by CARTPANDA.
REMUNERATION
7.1 Fees. The monthly remuneration due by the Merchant for the licensing of the use of the CARTPANDA software is available at https://cartpanda.com/prices/, varying according to the category of the plan chosen by the Merchant.
7.2 Powers Granted to CARTPANDA. At the moment of registration on the Platform, the Merchant agrees and grants powers under clause 6.5, authorizing CARTPANDA to promote:
7.2.1 The receipt of the price paid by the Buyer;
7.2.2 The deduction of the remuneration due to CARTPANDA for the use of its tools, as well as the deduction of remuneration of third parties in the payment means chain contracted in the name and on behalf of the Merchant, to enable the receipts on the CARTPANDA Platform;
7.2.3 The payment of the remaining amount due to the Merchant.
7.3 Revenues and Revenues from CARTPANDA. CARTPANDA's revenue does not include amounts due or passed on to the Merchant, or any other third-party revenue that transits through it due to receipt on behalf and order of third parties and/or the Merchant. Only the values and fees received due to the functionalities effectively made available by it to the Merchants compose CARTPANDA's revenue.
7.4 Merchant's Tax Responsibility. The Merchant is solely responsible for determining, collecting, retaining, declaring, and remitting applicable taxes, import duties, fees, surcharges, and additional charges that result from any sale or its use of the Platform. Any sales contract made through the Platform is made directly between the Merchant and the Buyer. According to applicable legislation, each Merchant is responsible for collecting the taxes/withholdings originated due to transactions carried out on the Platform. Thus, the Merchant is responsible for issuing and forwarding the fiscal document related to the provision of the Products to the Buyer.
RESPONSIBILITY OF MERCHANTS AND CARTPANDA
8.1 Responsibility of the Parties. The responsibility of the Merchants and CARTPANDA shall follow the following rules:
8.1.1 It is possible that documents, information, images, and graphics of Products offered on the Platform contain technical inaccuracies or typographical errors. Under no circumstances shall CARTPANDA and/or its Partners be liable for any direct or indirect damage resulting from the impossibility of use, loss of data, or profits, resulting from access and performance of the Platform, the services offered, or information on the Platform. Access to services, materials, information, and facilities contained in this website does not guarantee their quality.
8.1.2 The documents, information, images, and graphics of Products offered on the Platform are provided without any explicit or implicit guarantee of merchantability or fitness for any specific purpose. In no case shall CARTPANDA or its collaborators be liable for any damages, including lost profits, business interruption, or loss of information resulting from the use or inability to use the materials. CARTPANDA does not guarantee the accuracy or completeness of the information, texts, graphics, links, and other items of the materials.
8.1.3 CARTPANDA is not responsible for the violation of copyrights resulting from information, documents, materials, and/or Products published on the Platform, committing, however, to remove them from the air as soon as a formal notification of the infringement is received and after the pertinent analysis of the complaint, being able to even hear the accused party, at its sole discretion, if it judges that there are not enough elements for the immediate suspension of the content.
8.1.4 Considering that the Platform is not the owner of the Products offered by the Merchant, and that there is no prior editorial control of the Products, CARTPANDA, under the applicable legislation, is not responsible for the Products offered and nor for the damages caused by them.
8.1.5 With this, CARTPANDA offers efficient mechanisms so that Merchants that understand that some right of theirs has been violated can make complaints and seek to resolve their disputes, as indicated below.
8.1.6 Without prejudice to what is already provided in these Terms of Use, CARTPANDA is responsible for the registration data of the Merchants, as well as for the data related to the transactions carried out with the technological tools contained on the Platform under the applicable legislation.
8.1.7 CARTPANDA will not be responsible for errors in the disclosure of Products using the tools contained on the Platform, which may hinder the sale of these Products.
8.1.8 CARTPANDA is not responsible for the quality of the Products offered, but recommends that Merchants value their quality.
8.1.9 The Products included on the Platform will only remain available for disclosure if they comply with this Term. CARTPANDA reserves the right to remove any Product that is not in accordance with its norms and policies.
8.1.10 In the case of the Merchant being characterized as a legal entity, the responsibility for damages and losses caused to CARTPANDA will be joint between the Merchant and the physical persons who control and manage this Merchant.
8.1.11 CARTPANDA will take all possible measures to maintain the confidentiality and security of the Merchants' information, but cannot be considered responsible for losses or damages resulting from the violation of such measures by third parties who use public networks or the Internet to subvert the security system and/or access confidential information of Merchants.
8.1.12 The Merchant agrees that CARTPANDA may, at its sole discretion, carry out the preventive blocking of the Store and respective values existing in it, whenever it becomes aware of any indication of act or conduct that may characterize illegal practice, violation of this Term, or that represents infringement of rights of Merchants or third parties.
8.1.13 CARTPANDA can proceed and maintain the preventive blocking, as a rule, until (i) it is ascertained that the act or conduct suspected did not characterize illegal practice, based on criteria and exclusive evaluation of CARTPANDA; (ii) the involved parties come to formally adequately resolve the amicable resolution of the issue; or (iii) by judicial order or determination of administrative authorities that contain clear and specific identification of the content or act pointed out as infringing, allowing its proper identification and adoption of the required measures. If the illegal nature of the conduct is confirmed, the preventive blocking will be converted into definitive, being that the values eventually existing in the Virtual Store will only be released to whom it is due and by court order.
8.1.14 It is emphasized that the preventive blocking mentioned above does not characterize the application of penalty to the Merchants, as it is a precautionary measure adopted with the sole purpose of seeking to avoid the occurrence of damages, losses, or infringements of rights of Merchants and third parties.
INTELLECTUAL PROPERTY OF CARTPANDA
19.1 Use of CARTPANDA's Intellectual Property. All Intellectual Property of CARTPANDA, including the CARTPANDA Software, are exclusively owned by CARTPANDA and/or its Partners, including any enhancements, corrections, translations, changes, new versions, or derivative works, among others that modify or alter it.
9.2 Penalties. Any violation of CARTPANDA's Intellectual Property, with the occurrence of the situations provided in the previous clause, will lead the Merchant to the application of a fine equivalent to 60 (sixty) times the monthly value of the Products offered by the Merchant, hereby authorizing its discount in Receivables and balances of the Merchant before the Platform, in the occurrence of such violations. The fine will not prevent supplementary indemnification to be judicially determined.
9.3 Prohibition of Use. The Merchants commit not to misuse any Intellectual Property of CARTPANDA, such as, but not limited to, the corporate name, domain names, Merchant titles, deposited or registered trademarks, as well as any other distinctive signs of the other party, including, but not limited to, registrable or non-registrable designs and visual aspects of the platform, without prior authorization from the involved party, in writing, which may be general for the listed acts, being prohibited for any CARTPANDA to use Intellectual Property without authorization.
9.4 Express Authorization. Any authorization issued for the use of CARTPANDA's Intellectual Property will be granted on a precarious basis, always in writing, and exclusively for the purpose pointed out in the said authorization.
COMPLAINTS ABOUT COPYRIGHT INFRINGEMENT
10.1 Intellectual Property of Third Parties. CARTPANDA respects the intellectual property of other individuals or companies, and we ask our members to do the same. Any and all copyright violations must be notified to CARTPANDA and accompanied by documents and information confirming the authorship. The notification may be sent by the emails available on the Platform or by mail to the following address: denuncia@cartpanda.com.
10.2 Suspicion of Infringement by the Merchant. Once the complaint is sent, and within the cancellation period of the Products, considering that the Merchant remains responsible for the technical and quality aspects of the Products offered, CARTPANDA will communicate with the Merchant in question and grant a period of up to 05 (five) consecutive days for it to respond to the complaint with a justification or attempt to solve the problem. If the Merchant does not contact within this period, the refund request may be executed automatically, in addition to providing the Merchant's data to the Buyer, according to the Privacy Policy.
10.3 Requirement and conclusion. If someone believes that a Product offered on the Platform violates their industrial property rights (trademark, patent, industrial designs) or their copyright rights, they may notify CARTPANDA, through a request sent to the customer service department, indicating the URL where the Product in question is located, attaching to the form the proof of being the holder of the violated right or its legal representative, via legally adequate documents to prove their ownership over the Product. After an internal investigation, CARTPANDA will formally pronounce its position on the dispute, under the terms of the clause.
CONFIDENTIALITY
11.1 Confidential Information. The Parties, by themselves, their employees, advisors, or agents will maintain, including for five years after the end of the validity of these Terms of Use, already in the post-contractual phase, the most complete and absolute secrecy about the clauses contracted here, data, materials, details, information, documents, monthly transaction volume, technical and commercial specifications that they may come to know or access, or that are entrusted to them, due to these Terms of Use, any addendum or commercial proposal, except in compliance and to the extent required by any court order. In this case, the Party will immediately inform the other, so that it is given the opportunity to oppose the disclosure.
11.1.1 In case of violation of clause 13.1, compensation for losses and damages to be judicially determined will be due.
PREVENTIVE MEASURES AND SANCTIONS
12.1 Measures. Any conduct contrary to the provisions of this Term and the Connected Documents may be punished:
(a) With the removal of a certain Product;
(b) With the immediate suspension of access to the Merchant's Virtual Store;
(c) With the blocking of the Merchant's Virtual Store on the Platform;
12.1.1 Everything at the exclusive discretion of CARTPANDA, without prejudice to applicable legal actions in situations of Loss by the company itself or by third parties for the determination of indemnification, including supplementary for the determination of losses and damages.
12.2 Blocking of Virtual Store. In cases of blocking the Virtual Store from the Merchant's registration, all active advertisements and/or offers made will be automatically canceled, not entitling the Merchant, for this reason, any right to compensation or reimbursement.
TERMINATION
13.1 Termination by CARTPANDA. CARTPANDA may terminate, at its sole discretion, the provision of any functionalities of the Platform offered and remove any Products offered. CARTPANDA may also restrict Merchants' access to any part or all of the services offered by the Platform, at any time, with or without prior notice, and for any reason or motive.
13.2 Termination by the Merchant. The Merchant may cease to use the Platform at any time, must, for this, remove all its Products, as well as take responsibility for the delivery of any Product that has been purchased through previously disclosed links. In addition, the Merchant must carry out its unregistration as an Merchant of CARTPANDA. However, the Merchant will continue to be responsible for the Products before the Buyers, under the applicable legislation.
13.3 Right of Retention. In any case, including termination, CARTPANDA may, at its sole discretion, retain totally or partially the balance existing in the Merchant's Virtual Store, if it understands that such measure is necessary to guarantee the payment, compensation, and reimbursement due due to any responsibility, obligations, or debt that the Merchant may have incurred with CARTPANDA and/or third parties.
13.4 Commercial Disinterest. The Merchant agrees that CARTPANDA may, at its sole discretion, terminate the relationship with Merchants due to commercial disinterest, through simple notification via email or on the Platform itself, without the need for any justification.
OTHER PROVISIONS
14.1 Notifications. Any notice, requirement, communication, or interpellation related to these terms must be made in writing, whether physically or electronically (email).
14.2 Changes. Only the change of address, physical or electronic (email), made by the Merchant in its registrations on the Platform, will be effective against CARTPANDA.
14.3 Authorization. CARTPANDA is authorized to disclose, on its website and in its promotional materials, that it maintains a commercial relationship with the Merchant. This permission includes the possibility of using the brand and other distinctive signs of the Merchant.
14.4 Validity of Provisions. The non-existence, invalidity, or ineffectiveness of any provisions of these Terms of Use will not affect the others. If any provision is invalidated, in whole or in part, the terms will be considered as modified with the exclusion or modification, to the necessary extent, of the non-existent, invalid, or ineffective provision, in order to maintain the integrity of these Terms of Use and, as far as possible, preserve the original intention of the Parties.
14.5 Review of the Terms. CARTPANDA may periodically review and change this Term to reflect changes and adjustments in its business, CARTPANDA Software, applicable legislation, or whenever CARTPANDA deems it necessary.
14.5.1 Each new version of this Term will come into effect on the date of its availability.
APPLICABLE LAW AND CLAUSE OF FORUM SELECTION
15.1 Applicable Law and Forum. This Term is governed by Brazilian law, electing the Court of the District of São Paulo/SP to settle any doubts or controversies arising from this Contract and the Connected Documents, excluding any other, however privileged it may be.
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