Terms of Use
This private instrument establishes the General Conditions of Contracting and Use of the Harmo Platform, which will govern the legal relationship between HARMO DESENVOLVIMENTO DE SOFTWARE LTDA., a private law legal entity, registered with the CNPJ/MF under no. 37.779.053/0001-62, with headquarters at Avenida Mauro Ramos, no. 1970, Room 308, Bairro Centro, Municipality of Florianópolis, State of Santa Catarina, Zip Code 88020-304, hereinafter referred to simply as “HARMO”, and the CONTRACTING COMPANY, through its duly authorized representatives and users, hereinafter referred to as “USER” or “USER”, as the case may be.
By expressing their electronic consent, adhesion or express acceptance of the conditions set forth herein, the USER:
I – declares to have read, understood and fully accepted all provisions of this instrument;
II – acknowledges having full civil capacity and powers of representation to contract, on behalf of the CONTRACTING COMPANY, subscription plans for the Harmo Platform;
III – declares that they are aware that this agreement binds the CONTRACTING COMPANY and all its linked USERS, and is responsible for compliance with its provisions.
This instrument includes, for all legal purposes, HARMO's Privacy Policy, available at https://site.harmo.me/politica-de-privacidade , the acceptance of which is automatic and concomitant with the acceptance of this contract.
This Term also applies to cases of use of the Platform on a free, promotional or trial basis, even for a fixed period, in which case all rights and obligations stipulated herein will remain, as applicable.
PRELIMINARY CLAUSE – AMENDMENT OF TERMS
P.1. HARMO reserves the right, at any time and at its sole discretion, to change, revise, update or supplement these General Terms and Conditions for Contracting and Using the Harmo Platform, in whole or in part, in order to reflect legal, regulatory, technical, commercial or operational changes to the Platform, or to include new conditions, functionalities or services.
P.2. The changes will come into effect on the date of their publication on HARMO's official website, at https://site.harmo.me, with such publication constituting a suitable and sufficient means of communication to the CONTRACTING COMPANY and its USERS.
P.3. Continued use of the Platform after the publication of the changes will imply tacit and full acceptance of the new conditions, without the need for any other form of individual notification.
P.4. In the event of disagreement regarding the modifications introduced, the CONTRACTING COMPANY may terminate this contract by formally notifying HARMO, within a period of 30 (thirty) days from the date of publication, and if, after such period has elapsed without any response, full and irrevocable acceptance of the changes will be presumed.
1. OF THE OBJECT
1.1. The purpose of this instrument is the granting, by HARMO DESENVOLVIMENTO DE SOFTWARE LTDA. (“HARMO”), to the CONTRACTING COMPANY, of a personal, non-transferable, non-exclusive, onerous and revocable license to use its proprietary software called the Harmo Platform (“Platform”), made available in the SaaS – Software as a Service modality, for the purposes of managing digital reputation, online presence and customer experience in physical commercial establishments, under the terms and conditions stipulated herein and in the respective Term of Adhesion.
1.2. The Platform includes, among other features, the centralized management of physical location profiles on Google Business Profile, the collection, storage, processing and analysis of reviews, the provision of consumer interaction resources, the generation of performance reports and the execution of multi-metric satisfaction surveys, always observing the limits and specifications contractually assumed.
1.3. The use of the Platform by the CONTRACTING COMPANY and its USERS will be monitored by HARMO's Customer Success team, while the contractual term continues and the financial obligations are fulfilled, and the CONTRACTING COMPANY is responsible for complying with the instructions and technical guidelines provided by HARMO for the proper use of the solution.
1.4. The functionalities made available will always be exclusively described in the Terms of Adhesion signed between the parties, which form part of this instrument for all legal purposes, and HARMO is not obliged to provide, implement or maintain any additional resource that is not expressly provided for in said document, even if it exists in future versions of the Platform.
1.5. The functionality called “Competitor Monitoring” will use, solely and exclusively, public data made available by third parties (such as consumer reviews and comments), not implying any access to internal, confidential or secret data of competitors of the CONTRACTING COMPANY.
1.6. The functionality called “Performance Data Comparison” will be subject to the contracting of “Competitor Monitoring” and will be based on consolidated, confidential and anonymized information from companies subscribing to the Platform that have also authorized the use of their data for this purpose, obtained directly through the official Google Business Profile API, with any form of direct or indirect identification of the companies involved being prohibited.
1.7. Contracting the “Performance Data Comparison” functionality implies express and irrevocable authorization from the CONTRACTING COMPANY for its own performance data (views, routes, accesses, calls, and searches) to be processed and included, in an anonymized manner, in the comparative reports. The CONTRACTING COMPANY may, however, revoke such authorization at any time by formally notifying HARMO, in which case the functionality will be automatically deactivated, without the CONTRACTING COMPANY having any right to compensation, reduction, or financial compensation.
1.8. HARMO shall not be liable for failures, instabilities, unavailability, policy changes, discontinuity or any other events related to third-party services, platforms or systems integrated into the Platform (including, but not limited to, Google Business Profile), and such occurrences shall not, under any circumstances, constitute a breach of contract or failure to comply with the obligations assumed.
2. PRICE AND PAYMENT METHOD
2.1. For the license to use the Platform and, if applicable, for additional implementation, customization or integration services contracted, the CONTRACTING COMPANY shall pay HARMO the amounts established in the respective Term of Adhesion, which shall specify in a clear and detailed manner:
I – the number of locations of the CONTRACTING COMPANY effectively licensed;
II – the number of competitor locations, if the Competitor Monitoring functionality is contracted;
III – the unit price per location;
IV – the contracted functionalities, classified as default functionalities, inherent to all plans, and add-on functionalities, of an optional and supplementary nature.
2.2. The Platform may be contracted through the following subscription plans:
I – Monthly Plan, without loyalty, with an indefinite term, through recurring payment;
II – Semiannual Plan, with a minimum loyalty period of 6 (six) months, in exchange for a 10% (ten percent) discount on the value of the monthly plan;
III – Annual Plan, with a minimum loyalty period of 12 (twelve) months, in exchange for a 15% (fifteen percent) discount on the value of the monthly plan.
2.3. The inclusion or exclusion of locations, as well as the contracting or cancellation of additional features (add-ons), may be requested at any time by the CONTRACTING COMPANY, in which case the monthly fee will be automatically readjusted, in accordance with the new contracted parameters.
2.4. Failure to pay any amounts due within the stipulated period will result in automatic default by the CONTRACTING COMPANY, subjecting it to:
I – the application of a late payment fine of 2% (two percent) on the amount in arrears;
II – the incidence of monetary correction by the IPC/IBGE or by another official index that may replace it;
III – the incidence of late payment interest of 1% (one percent) per month, calculated pro rata die.
2.5. Default exceeding 30 (thirty) days will entitle HARMO to suspend access of the CONTRACTING COMPANY and its USERS to the Platform, upon prior notice of 5 (five) days, without prejudice to the adoption of applicable judicial or extrajudicial measures to collect the debt.
2.6. Once payment of the outstanding amount has been confirmed, access to the Platform will be restored within 2 (two) hours, subject to HARMO's right to charge any applicable late payment fees.
2.7. HARMO may, at its sole discretion and by formal notice, readjust, review, or update the prices of the Platform's subscription plans on an annual basis, regardless of the application of official indexes. The new prices will be communicated to the CONTRACTING COMPANY at least 60 (sixty) days before their entry into force, and the CONTRACTING COMPANY's agreement will be presumed unless there is an express statement to the contrary within 30 (thirty) days of receipt of the notification.
2.8. If the CONTRACTING COMPANY does not agree with the new values communicated, it may terminate the contract, without the application of a termination penalty, provided that it formalizes its intention to terminate within the period indicated above.
3. LOCATION OF SERVICE PROVISION
3.1. The services covered by this contract will be provided by HARMO preferably remotely, at its headquarters or in other locations technically appropriate for the best contractual execution, at HARMO's sole discretion.
3.2. At the discretion of the CONTRACTING COMPANY, HARMO professionals may be requested to travel to perform activities in locations other than the contractor's headquarters, in which case all expenses related to transportation, accommodation, food and daily allowances will be borne in full by the CONTRACTING COMPANY, subject to prior budgetary approval and provided they are directly related to the execution of the contractual object.
3.3. The absence of physical displacement, when not essential to the execution of activities, cannot be interpreted as a breach of contract by HARMO, given that remote provision constitutes the general rule for the execution of this contract.
4. TERM AND TERMINATION
4.1. These General Terms and Conditions for Contracting and Using the Harmo Platform will be valid for the period stipulated in the respective Membership Agreement, in accordance with the subscription plan contracted by the CONTRACTING COMPANY, whether monthly, semi-annual or annual, renewing automatically for equal and successive periods, unless expressly stated otherwise by either party, at least 30 (thirty) days before the end of the current term.
4.2. In the case of the monthly subscription plan, the term will be considered indefinite, maintained as long as the CONTRACTING COMPANY remains in compliance with its financial and contractual obligations, and may be terminated at any time, upon 30 (thirty) days' prior notice, without the incidence of a termination penalty.
4.3. In the case of semi-annual or annual plans, loyalty is mandatory for the contracted period, in exchange for the discounts granted. Early termination, at the initiative of the CONTRACTING COMPANY, will not give rise, under any circumstances, to the refund of amounts already paid, whether as a monthly, semi-annual, or annual consideration, nor to the exemption from payment of amounts due until the end of the contracted period, this commitment constituting an essential condition of this contract.
4.4. These General Terms and Conditions for Contracting and Use of the Harmo Platform may be terminated, by operation of law and regardless of judicial or extrajudicial notification, without prejudice to the adoption of appropriate legal measures and the liability of the violating party, in the following cases:
I – for non-compliance, by either party, with any of the obligations agreed herein;
II – in the event of bankruptcy, judicial recovery, dissolution, liquidation or substantial corporate change of either party that compromises its technical or economic-financial capacity;
III – for the practice of an unlawful act, fraud, bad faith or improper use of the Platform, including in disagreement with applicable laws or the terms of this agreement.
4.5. Termination due to default by the CONTRACTING COMPANY does not waive HARMO's right to charge amounts due and payable, plus legal and contractual charges, as well as to claim any additional losses and damages that may have been suffered.
5. CONTRACTOR'S OBLIGATIONS (HARMO)
5.1. HARMO undertakes to provide the CONTRACTING COMPANY with access to the Platform, in accordance with the contracted subscription plan and the functionalities described in the Membership Agreement, ensuring the technical and operational maintenance necessary for its regular functioning.
5.2. HARMO will use its best efforts to keep the Platform in continuous operation, except for scheduled interruptions for preventive, corrective or evolutionary maintenance, as well as unavailability caused by unforeseeable circumstances, force majeure, events beyond its control or failures in third-party services integrated into the solution, which cannot be considered as breach of contract.
5.3. HARMO will provide technical and operational support to the USERS of the CONTRACTING COMPANY, exclusively through official service channels, during the times and conditions stipulated in its current support policy, made available to the CONTRACTING COMPANY.
5.4. HARMO will carry out the activities covered by this contract through its employees, agents, service providers or third parties contracted under its responsibility, with no employment relationship between them and the CONTRACTING COMPANY, which will be exempt from any labor, social security, security or tax related liability.
5.5. HARMO will assume all responsibilities arising from labor, social security, tax and civil charges of its professionals, being responsible for any work accidents or damages eventually caused by them, including when carried out on the premises of the CONTRACTING COMPANY.
5.6. HARMO will provide information on the execution of services whenever requested by the CONTRACTING COMPANY, provided that the request is made by formally authorized representatives.
5.7. HARMO declares itself technically capable and capable of executing this contract, committing to apply recognized methodologies, good market practices and professional standards appropriate to the nature of the service agreed upon.
5.8. HARMO does not guarantee, under any circumstances, economic, financial, marketing or business results to the CONTRACTING COMPANY, as the Platform is a support and management tool, and the CONTRACTING COMPANY is solely responsible for the form of use, the strategies adopted and the results obtained.
6. OBLIGATIONS OF THE CONTRACTING COMPANY
6.1. The CONTRACTING COMPANY undertakes to:
I – provide HARMO with all data, information, and documents necessary for the correct performance of the contracted activities;
II – keep its registrations and information entered into the Platform up to date, taking full responsibility for the veracity, accuracy, and legality of the data provided;
III – ensure that the profiles of its stores, establishments, or points of sale are duly claimed and confirmed with Google Business Profile, taking full responsibility for such process, exempting HARMO from any related liability;
IV – authorize HARMO, for the exclusive purposes of executing the contract, to act as manager and administrator of the profiles mentioned in the Terms of Use, without such act implying any transfer of ownership or waiver of rights over them;
V – designate a professional with technical competence and decision-making authority to act as Support Contact, responsible for communicating with HARMO, providing guidance, and internally supervising the use of the Platform by its USERS;
VI – use the Platform in accordance with the user manuals, technical guidelines and policies made available by HARMO, being solely responsible for any incorrect, improper use or use that differs from the instructions provided;
VII – ensure the confidentiality of your access credentials to the Platform, taking responsibility for any use made on behalf of your USERS, including in the event of improper use by unauthorized third parties.
6.2. The CONTRACTING COMPANY also undertakes to cooperate with HARMO in resolving any technical or conceptual issues related to the contractual object, and must always maintain an employee responsible for providing support and transmitting instructions to the contractor.
6.3. Failure by the CONTRACTING COMPANY to comply with any of the obligations set forth above may, at HARMO's sole discretion, result in the suspension of access to the Platform, without prejudice to the termination of the contract and liability for losses and damages.
7. INTELLECTUAL PROPERTY
7.1. HARMO, in licensing the use of the Platform and in providing the services contracted herein, grants the CONTRACTING COMPANY only and exclusively the rights of use expressly provided for in this Term and in the Term of Adhesion, with all other rights, titles and interests relating to the Platform remaining under its exclusive ownership, including, but not limited to, copyrights, trademarks, patents, trade secrets, methods, know-how, designs, functionalities, databases, algorithms, manuals, technical documentation and any other inherent intellectual or industrial property rights.
7.2. Under no circumstances shall any right, license or authorization be granted to the CONTRACTING COMPANY other than those expressly provided for in this instrument, and the CONTRACTING COMPANY shall be prohibited from, among other conduct:
I – copying, reproducing, modifying, translating, adapting, improving or creating derivative works based, in whole or in part, on the Platform;
II – presenting, publishing, making available or framing the content of the Platform within another environment, system or interface other than the Platform itself, except with the express written authorization of HARMO;
III – performing, or allowing third parties to perform, reverse engineering, decompilation, disassembly, modification or any other type of access to the source code of the Platform;
IV – using the Platform to develop, support, promote or market any product, solution or service that may compete, directly or indirectly, with the Platform or with HARMO's business activity.
7.3. The data entered by the CONTRACTING COMPANY and its USERS on the Platform will be the exclusive property of the CONTRACTING COMPANY, which will be fully responsible for its veracity, legality and legal compliance, and must, in any case, observe the intellectual property rights and other rights of third parties related to the content entered.
7.4. The results exclusively arising from the use of the Platform, understood as generated reports, analyses produced and information extracted from data owned by the CONTRACTING COMPANY, will be the property of the latter, without prejudice to HARMO's right to use such information in an anonymized and aggregated form for statistical, comparative, benchmarking purposes or to improve the Platform itself.
7.5. In the event of contracting the “Competitor Monitoring” and “Performance Data Comparison” functionalities, the CONTRACTING COMPANY hereby irrevocably authorizes the use of the data mentioned in Clause One, items 1.5 to 1.7 above, for the purposes set forth in this Agreement, including the possibility of disclosing comparative reports in an anonymous form, with such use not constituting, under any circumstances, a violation of the intellectual property rights of the CONTRACTING COMPANY.
8. CONFIDENTIALITY
8.1. HARMO and the CONTRACTING COMPANY undertake to maintain absolute secrecy and confidentiality regarding any information, documents, data, materials, procedures, processes, methodologies, technical, commercial or strategic specifications, innovations, improvements, business secrets, know-how or any other elements of a confidential nature to which they may have access due to the execution of this contract.
8.2. The obligation of confidentiality covers, without limitation, all information relating to:
I – technical and operational data of the Platform;
II – financial, marketing, commercial and strategic information of either party;
III – personal data of customers, consumers, suppliers or employees;
IV – business plans, reports, proposals, presentations, electronic records, spreadsheets, correspondence and other physical or digital documents directly or indirectly related to the execution of the contract.
8.3. The duty of confidentiality will be in force throughout the contractual term and will subsist for a period of 5 (five) years after its termination, regardless of the form of termination, unless a legal provision imposes a longer period.
8.4. Information shall not constitute confidential information if:
I – it is or becomes in the public domain, without this resulting from a violation of this contract;
II – it was already legitimately known by the receiving party before its disclosure;
III – it has been obtained independently and legitimately by third parties not subject to a duty of confidentiality;
IV – the disclosure of which is required by law, court decision or determination of a competent authority, in which case the disclosing party must, whenever possible, communicate this to the other party in advance.
8.5. The parties undertake to restrict access to confidential information only to their employees, agents, representatives, service providers and partners who effectively need it to perform the contract, and must require such third parties to comply with confidentiality commitments as strict as those undertaken herein, and shall be fully liable for any violations.
8.6. Violation of confidentiality obligations will subject the offending party to full compensation for all direct and indirect losses and damages, lost profits, costs and expenses incurred by the injured party, without prejudice to the adoption of appropriate legal measures, including those of a criminal nature, when applicable.
9. DATA PROTECTION
9.1. When carrying out any activities related to the licensing of the Platform or the execution of other contracted services, HARMO is obliged to strictly comply with all Brazilian legislation applicable to the protection of personal data, in particular Law No. 13,709/2018 (General Data Protection Law – LGPD).
9.2. For the purposes of interpreting this Clause, the terms "Anonymization", "Controller", "Personal Data", "Sensitive Data", "Incident", "Data Subject", "Processing" and "Operator" shall have the meaning assigned to them by the LGPD.
9.3. The parties agree that, within the scope of this contract, the CONTRACTING COMPANY will act as Controller of the personal data processed, while HARMO will act as Operator, therefore, applying the obligations and responsibilities provided for by law for each role.
9.4. HARMO may only process personal data collected under the instructions of the CONTRACTING COMPANY, exclusively to fulfill the purposes related to the execution of this contract and in accordance with the guidelines, recommendations and formal determinations received, and is prohibited from using it for any other purpose.
9.5. Whenever necessary, the parties undertake to include in their privacy policies or other instruments signed with the data subjects specific clauses regarding the processing carried out as a result of this agreement, clearly and prominently informing:
I – the purposes of the processing;
II – the hypotheses of data sharing, including in the case of international transfers;
III – the security measures applied;
IV – the retention periods;
V – the rights guaranteed to the data subjects.
9.6. HARMO guarantees that its employees, agents, representatives, service providers, consultants, executives, shareholders/quota holders, agents, partners, administrators, directors and officers (“Employees”) will only access personal data to the extent strictly necessary for the performance of their duties related to the execution of this agreement, and undertakes to require them to comply with duties of confidentiality and protection equivalent to those assumed herein.
9.7. HARMO may only share personal data with third parties to the extent that such sharing is essential to fulfill the purposes of the contract and provided there is prior express authorization from the CONTRACTING COMPANY, ensuring, whenever possible, the anonymization or pseudonymization of the data.
9.8. HARMO undertakes to implement appropriate technical and organizational information security and governance measures to protect personal data against unauthorized access, loss, destruction, alteration or any form of inappropriate or unlawful processing.
9.9. If HARMO becomes aware of the occurrence or suspicion of a security incident involving personal data processed under this contract, it must immediately notify the CONTRACTING COMPANY, detailing the circumstances, impacts, corrective measures adopted and possible risks to the data subjects.
9.10. Personal data processed as a result of the execution of this contract will be considered the exclusive property of their respective owners, and HARMO is prohibited from using such data outside the scope of the contract. Information or inferences generated from such data will be the property of the CONTRACTING COMPANY, except in cases of anonymized use for statistical purposes and to improve the Platform.
9.11. If any holder of personal data processed under this contract exercises rights provided for by law (such as confirmation, access, alteration, updating, correction, portability or deletion), HARMO will inform the CONTRACTING COMPANY and will take the necessary measures to comply with the request, in accordance with the instructions received.
9.12. HARMO must immediately notify the CONTRACTING COMPANY if it is legally or administratively sued in relation to personal data processed on its behalf, providing all necessary support.
9.13. HARMO will be responsible, for itself and its Employees, for the processing of personal data carried out in disagreement with the applicable legislation or contractual provisions, keeping the CONTRACTING COMPANY harmless from any liabilities, damages or losses, direct or indirect, arising from such irregularities, without prejudice to the application of applicable administrative, civil and criminal penalties.
10. COMPLIANCE AND LEGAL OBSERVANCE
10.1. HARMO, its partners, administrators, employees, agents and subcontractors undertake to fully observe, during the term of this agreement, the applicable Brazilian legislation on anti-corruption (Law No. 12,846/2013), administrative improbity (Law No. 8,429/1992, when applicable), competition (Law No. 12,529/2011), as well as any and all other relevant legal or regulatory standards, declaring, from now on, that they will not, under any circumstances, perform acts that may constitute an offer, promise, authorization, payment, request or receipt, directly or indirectly, of undue advantage to public or private agents, national or foreign.
10.2. HARMO declares that no amount paid by the CONTRACTING COMPANY, under this contract, will be used, directly or indirectly, to fund bribes, payoffs, payment facilitation, illicit political donations, gifts, favors or any other practice prohibited by applicable law.
10.3. HARMO undertakes to maintain accurate and up-to-date accounting and financial records relating to the execution of this contract, providing the CONTRACTING COMPANY, whenever necessary and upon formal request, with proof of such records for audit purposes.
10.4. If either party is sued judicially or administratively due to unlawful acts committed by the other party, the party responsible for the violation shall assume full and exclusive responsibility, expressly requesting the exclusion of the innocent party from the dispute and bearing all and any costs, expenses, fees, convictions, compensation and other resulting burdens.
10.5. HARMO follows, encourages and declares to fully observe the Google Maps User Generated Content Policy, available at https://support.google.com/contributionpolicy, and is not responsible, under any circumstances, for violations resulting from the conduct of the CONTRACTING COMPANY or its USERS, who assume, fully and exclusively, any and all responsibility for any violations committed that may result in warnings, blocking or suspension of profiles on the Google Business Profile, exempting HARMO from any and all liability.
11. NOTIFICATIONS
11.1. All formal communications and notifications related to these General Terms and Conditions for Contracting and Use of the Harmo Platform must be made in writing, and may be sent by electronic mail (e-mail) for all legal purposes, provided that they are sent to the electronic addresses stated in the Terms of Use or in subsequent communications expressly formalized by the parties.
11.2. Notifications sent by email will be considered received and valid at the time of proof of sending, by means of an electronic receipt, delivery report, system protocol or any other technically suitable proof mechanism, and the parties are obliged to keep their email addresses duly updated.
11.3. Changes in physical or electronic contact address must be formally communicated to the other party at least 5 (five) business days in advance, otherwise the communication sent to the previously informed address will be deemed effective.
12. OF TRANSIGENCE, LIBERALITY AND RENUNCIATION
12.1. The omission, tolerance, compromise or liberality of either party in the exercise of rights arising from this contract shall, under no circumstances, constitute novation, alteration, waiver, contractual modification or precedent that can be invoked in favor of the other party.
12.2. Any tolerance eventually expressed will be of a mere liberality nature, not harming the regular exercise of future rights, nor altering the obligations agreed herein, with all provisions of this contract remaining valid and enforceable.
13. JURISDICTION AND APPLICABLE LEGISLATION
13.1. These General Terms and Conditions for Contracting and Using the Harmo Platform will be governed, interpreted and executed in accordance with the laws of the Federative Republic of Brazil, especially the provisions of the Civil Code, the Software Law (Law No. 9,609/98), the Copyright Law (Law No. 9,610/98), the LGPD (Law No. 13,709/18), the Anti-Corruption Law (Law No. 12,846/2013) and other related legislation.
13.2. To resolve any disputes arising from these General Terms and Conditions for Contracting and Using the Harmo Platform , the provision of contracted services or the licensing of use of the Platform, the parties irrevocably and irrevocably elect the Court of the District of the Capital of the State of Santa Catarina , expressly waiving any other, however privileged it may be.
