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DEFINITIONS |
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| The meanings of the terminology
used in the Conditions of Use of the Cost Drivers system are as follows: |
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| INTERNET:An interconnected system of networks that connects computers around the world via the TCP/IP protocol. |
| WEB SITE:Cost Drivers INTERNET
domain (URL) www.costdrivers.com |
| COST DRIVERS SYSTEM: Integrated
system composed of modules, programmes and databases licensed by DATAMARK
Ltda, which permit companies to connect interactively via an electronic
medium. |
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| OBJECTIVE |
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| The objective of this instrument
is to establish the conditions of use of the Cost Drivers system for
all visitors, registered users and/or licensees. |
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| VALIDITY |
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| The instrument of the conditions of use of the COST DRIVERS system will be valid for visitors for an indefinite term commencing with its use. Registered users and/or licensees should honour to the validities specified in their respective registrations or licences. |
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| OPERATING CONDITIONS OF THE COST DRIVERS
SYSTEM |
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| Users who intend only to visit the
Cost Drivers system may access the free access areas of the site without
the need to register. Users who intend to access the functionalities
and reserved areas must complete the registration process. Users registered
to access the system must complete a registration form and supply
a user name and an individual password. Upon the act of agreement,
the licensed user will receive 01 (one) user name and 01 (one) individual
password. The user name and individual password constitute the personalized
identification of the holder for use of the services available, which
are non-transferable and the whole and sole responsibility of the
holder, and may not in any way be ceded, transferred or sold by the
same. Registered and/or licensed users assume complete responsibility
for themselves or third parties using the user name and individual
password, agreeing to respect all resulting financial and legal obligations.
During the term of the validity of this instrument visitors, registered
users and/or licensees undertake to respect all instructions and appropriate
applications for the use of any of the modules of the Cost Drivers
system, as well as in no way cede or transfer to third parties the
rights and obligations resulting from this instrument, without DATAMARK's
specific written agreement. |
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| COST DRIVERS SYSTEM MODULES |
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| The Cost Driver system consists
of modules, which are regulated by the terms of the conditions of
this instrument. |
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| COST COMPONENT MONITORING MODULE |
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| The cost component-monitoring module is an application of the COST DRIVERS system, which operates in the Internet medium and enables registered users and/or licensees to view information related to the prices of cost components and the consequent cost trends of the products analyzed. It also enables registered users and/or licensees to select the cost components of interest, modify the cost component weightings and select the period for analysis. The cost component module operates as a passive transferor of information over the Internet for the exchange of commercial information within the constraints of the general conditions of use of the COST DRIVERS system. The information contained in the cost component module was collected in good faith from third parties subject to rigorous criteria, by DATAMARK, which cannot accept any responsibility for their veracity or authenticity. Registered users and/or licensees are wholly and directly responsible for any information keyed into the module by them, releasing DATAMARK from any responsibility related to this information. Should any lawsuit be brought against DATAMARK in relation to this information, the responsible party is obliged to indemnify and compensate DATAMARK for any consequent damages or losses. |
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| BENCHMARKING (ANONIMOUS EXCHANGE OF IFORMATION
AMONGST USERS) |
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| The benchmarking module is an application
of the Cost Drivers system, which operates in the Internet medium
and permits indirect connections between users, who intend to exchange
commercial information. The benchmarking sub application operates
as a passive transferor of information over the Internet within the
constraints of the general conditions of use of the Cost Drivers system.
Registered users and/or licensees are wholly and directly responsible
for any information keyed into the module by them, releasing DATAMARK
from any responsibility related to this information. Should any lawsuit
be brought against DATAMARK in relation to this information, the responsible
party is obliged to indemnify and compensate DATAMARK for any consequent
damages or losses. |
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| CONTENT OF COST DRIVERS SYSTEM |
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| DATAMARK reserves the right to alter, at any moment at it sole criteria, the technical characteristics related to the content and method of operation of the COST DRIVERS system. By this instrument, visitors, registered users and/or licensees are specifically alerted that DATAMARK is the sole proprietor of the copyright and intellectual property of the COST DRIVERS system, and agree to respect of DATAMARK's intellectual property rights and trademarks as well as all others which may in some form be displayed in the system. Access to the system does not confer any rights to visitors and/or users to the use of intellectual property or trademarks. |
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| USERS RESPONSIBILITIES |
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| Visitors, registered users and/or
licensees, for the purposes and intent described in this instrument
agree to: |
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| Strictly adhere to instructions
and applications appropriate to the Cost Drivers system encompassed
by this instrument and license agreement when in force |
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| 1. To promptly supply all information
and data requested by Cost Drivers, agreeing to update it as changes
occur |
| 2. To act in a manner calculated
to preserve Cost Drivers' reputation and services |
| 3. To account for the integrity
and accuracy of data and information supplied to Cost Drivers in discharging
this instrument |
| 4. To ensure that only authorized
persons use Cost Drivers and its services, answering for all damages
and losses caused to Cost Drivers by them |
| 5. To abide by all obligations set
out in the LICENSE agreement when in force |
| 6. To refrain from transmitting
programs or viruses which may infect the Cost Drivers system using
any known technology |
| 7. To maintain the strictest confidentiality
with regard to information, operational systems, applications and
instructions issued by Cost Drivers and considered business secrets |
| 8. Not to permit unauthorized access,
by third parties or their employees, to the Cost Drivers system. |
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| PENALTIES |
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| The non-compliance with any of the above requirements will result in DATAMARK having the right to annul this instrument and to exclude the registered users and/or licensees from the COST DRIVERS system without prejudice to any liability to indemnify DATAMARK for damages or losses caused. |
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| RESPONSIBILITIES OF THE COST DRIVERS SYSTEM |
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| DATAMARK will use its best endeavors
to maintain the Cost Drivers system fully functioning 24x7 (twenty
four hours a day, seven days a week). The parties agree that should
interruptions to the service result in an annual utilization of
less than 99% (ninety nine percent) of the service time available,
resulting from non-programmed stoppages, DATAMARK will concede an
extension of the service time equivalent to the time during which
the service was inactive over and above the guaranteed percentage.
The annual utilization will count from the date of signing of the
contract for consecutive 12-month periods. The service time extension
will be applicable on the thirteenth month following the signature
of the contract and conceded by DATAMARK during the period following
this date, repeating this procedure for each 12-month period thereafter.
DATAMARK's responsibility for failures in the sending or receiving
of information specifically related to the Cost Drivers system,
which cause proven losses will be restricted to registered users
and/or licensees up to a maximum of R$ 1000.00. Interruptions and
stoppages, which are not DATAMARK's fault are excluded, in which
case registered users and/or licensees discharge DATAMARK from any
form of responsibility, including but not restricted to, payment
of indemnities originating from direct or indirect damages arising
and loss of profits. |
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| USER'S RESPOSIBILITIES |
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| Registered users and/or licensees
will be liable to DATAMARK or any third parties for losses, injuries
and damages of any type resulting from, but not restricted to, inappropriate
or unauthorized use, as well as the transmission of programs or viruses
which prejudice the operation of the Cost Drivers system. |
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| ANNULMENT |
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| With the exception of prosecution,
this instrument may be legally annulled, without requirement for prior
notification of the other party at any time, in the following cases:
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| 1. Should the registered user and/or
licensee be declared under protection from creditors, bankrupt, insolvent
or be liquidated judicially or extra judicially. |
| 2. Repeated warnings or protests
for non-payment. |
| 3. Act illegally or in a way prejudicial
to Cost Drivers' name, trademarks and/or services. |
| 4. Conceal, hamper or omit information
related to the use of the Cost Drivers system. |
| 5. Improper use the Cost Drivers
system's technology and methods. |
| 6. Experience a fortuitous act or
force majeur. |
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| CONFDENCIALITY |
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| Registered users and/or licensees
specifically accept that DATAMARK is the legitimate owner of all information
and techniques related to the object of this instrument as well as
all related information material, and consent to maintain them in
the strictest confidentiality and undertake to safeguard their total
secrecy and pledge not to appropriate or copy any of the constituent
parts of the system except by DATAMARK's specific authorization. |
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| ALTERATIONS TO CONDITIONS OF USE |
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| DATAMARK reserves the right to change any of the terms of the Conditions of Use, subject to prior notification of its users and/or licensees. |
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| COMMUNICATION BETWEEN PARTIES |
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| Written communications, originating from this instrument, must be necessarily delivered to DATAMARK's legal representatives. |
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| GENERAL DISPOSITIONS |
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| Omissions from this instrument will be decided in the light of current legislation and/or customs and practices when accepted in law. Tolerance by the parties of any breach of the dispositions contracted herein does not imply novation or alteration or the established obligations. |
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| JURISDICTION |
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| The parties elect the district courts of the Capital of the State of São Paulo with the express renouncement of any other, however more privileged it may be, for the settlement of any doubts or controversies originating from this instrument. |