Last updated: July 1, 2025.
Terms and conditions
CATIVA CORPORATION GROUP S.A. (Trade name: CATIVA), headquartered at Calle 50, Plaza 2000, Piso 17, Cidade do Panamá, Província do Panamá, República do Panamá, registered under nº 155762522-2-2025, hereinafter referred to as “CATIVA” or “CONTRACTED PARTY,” will license the use of its CATIVA platform to create social networks of common interest and will provide hosting in accordance with the terms and clauses set forth in this instrument.
1. Acceptance
Private instrument of a Software Use Licensing Agreement, in the SaaS (Software as a Service) modality, in the best legal form, defines:
1.1. By using any of the services and functionalities provided by CATIVA’s proprietary social‑network software, the CLIENT accepts, agrees to, and fully adheres to the conditions of this agreement, the privacy and content policies, and the other clauses of this instrument.
2. Object of the Agreement
2.1. The object of this Agreement is the temporary and non‑exclusive license to use the computer program “CATIVA,” for which the CONTRACTED PARTY holds all legal rights of creation and commercialization.
2.2. The “CATIVA” program consists of a system for connecting people, collaborators, and entities for the sharing of information, content, images, videos, groups, messages, links, and documents, following rules determined by the software itself, using the functionalities available at the time of contracting.
2.3. The CONTRACTED PARTY will make the CATIVA software available through the platforms contracted in each plan, such as WEB and Apps, where applicable.
2.4. The CONTRACTED PARTY offers the client a customizable institutional page called “FAQ” to support user questions. Cativa does not offer support directly to its clients’ end users.
2.5. Issuance of an SSL Certificate for greater security in the transfer of information.
2.6. Not included within the scope of this agreement:
2.6.1. Direct access to infrastructure, including but not limited to servers, content‑hosting services, direct access to the Database, administration consoles with infrastructure providers, server operating systems, web‑page serving services, among others.
2.6.2. Any product or service related to infrastructure, including but not limited to internet access, firewalls, proxies, browsers, workstations, among others.
2.6.3. Direct support to end users of the platform. All support‑related interactions will take place between the CONTRACTED PARTY and the social‑network managers appointed by the CONTRACTING PARTY.
2.6.4. Any other service or product not clearly described in this document.
Other policies
Terms of use
3. Term of this Agreement
3.1. This agreement shall be in force as of the activation of the services, even if under a free trial phase.
3.2. This agreement is concluded for an indefinite term, with periodic and automatic renewal at the end of each contracted cycle. To express consent to automatic renewal, the client need only remain in good standing with the invoices following the end of the contractual cycle.
4. Compensation of the Contracted Party
4.1. For the use of the “CATIVA” program, the CONTRACTING PARTY shall pay the CONTRACTED PARTY the value of the plan chosen on the website or by approving a commercial proposal for the implementation and licensing of the White Label social network, at the time of contracting.
4.1.1. Total members: This term refers to the total number of users registered on the platform. Users with the @cativa.digital domain will not be deducted from the client’s allowance and are not counted for billing.
4.1.2. Excess user: Upon reaching the member limit of its plan, the client will need to migrate to a higher plan.
4.1.2.1. CATIVA reserves the right to discontinue the availability of the network if the member limit exceeds the value of the contracted plan.
4.1.3. Free‑use tier: The free tier may be granted for a limited time for proof‑of‑concept testing, for 14 days or as negotiated between the parties.
4.2. The value of the licenses used in each month, for billing purposes, constitutes an indivisible whole, such that partial payments and/or refunds will not be admitted. Therefore, if payment is not made in full, the CONTRACTING PARTY will be fully subject to the consequences of default. Likewise, in the event of cancellation of the service during the subscription term or licenses, whether owned or third‑party, the client will bear the costs of the contracted period up to that time, and partial charges or refunds will not be considered.
4.3. The client will be entitled to use the resources and services described below, according to the chosen plan:
4.3.1. Android App: Provides a client‑branded app to be downloaded from the Google Play store, compatible with Android 9.0 or higher.
4.3.2. iOS App: Provides a client‑branded app to be downloaded from the Apple App Store, compatible with iOS 12.0 or higher.
4.3.3. Web Desktop Platform: Provides access to the social network via computers or notebooks, through browsers, compatible with Google Chrome version 93 or higher, via the web address and domain contracted by the CONTRACTING PARTY with a provider of its own choosing. The costs of acquiring and maintaining domains are not included in this agreement.
4.3.4. Storage limit: The contracted storage is intended for shared consumption by all users on the platform.
4.3.5. Concurrent‑user limit: Each contracted plan includes usage by up to 10% of the plan’s total members using the platform concurrently. If the client exceeds this limit, the full subscription value will be added for each 10% increment of concurrent users during the billing period. For example: if your plan covers 100,000 members, your limit will be up to 10,000 concurrent users. If there are peaks during the month that reach 35,000 concurrent users, in that specific month the charge will be increased by 2× the current value of your subscription.
4.3.6. Support via community: Provides the client access to an exclusive platform to post questions, suggest new features, follow new developments, and receive responses from members of the CONTRACTED PARTY’s support team as well as other members of this community.
4.3.7. Support via chat: Provides the client access to agents via messaging, through the CATIVA Support platform, during business hours.
4.3.8. Implementation: A service aimed at strategic customization of the platform, including training meetings and leadership engagement, carried out through accredited partners or the Cativa Customer Success team itself. Check your commercial proposal to confirm whether your plan includes the implementation service.
4.4. Publication fee on Google Play and Apple App Store: Clients who decide to use CATIVA’s app‑store accounts on the Apple App Store and Google Play to publish their apps, if they request revisions to the published material—such as texts, screenshots, and other store assets—will be subject to a one‑time fee of R$ 399.90 for each revision request. Cativa is not responsible for updates when the client uses an account of its own to publish its apps.
4.5. Clients who choose to use Cativa’s store account acknowledge and agree that, for the first publication of the apps, the Cativa team will use standardized screen‑capture images, including: one screenshot of the feed and one of the navigation menu. To customize these images, the client must request the update service and pay the fee.
5. Plans and Renewals
5.1. “CATIVA” is sold under a prepaid subscription model, organized as open plans, with payment by credit card or bank slip (boleto).
5.2. For payment by bank slip, it will always be sent 03 (three) calendar days prior to the due date. If, for any reason, the client does not receive the invoice at least 03 (three) days before the due date, the client acknowledges that they must request the billing slip via the financial service channels at financeiro@cativa.digital, agreeing that any non‑receipt of the slip will have no practical effect on the due date nor on the obligation to settle the bill within the period specified in this agreement.
5.3. If the CONTRACTING PARTY does not pay the invoice within 30 days after the due date, the service will be temporarily suspended.
5.4. The client is free to change their plan at any time, by making an UPGRADE or DOWNGRADE.
5.4.1. In the case of an UPGRADE, the total value of the new plan will be charged, minus the pro rata value already paid for the current plan for unused days. The due date will become that of the new plan, and the recurrence will take place on the date of the UPGRADE request in the next billing period.
5.4.2. In the case of a DOWNGRADE, the change will take effect after the initially contracted cycle. Amounts already paid will not be refunded. To request a DOWNGRADE, an email must be sent to atendimento@cativa.digital requesting that, after the end of your contractual cycle, your user allowance be reduced.
6. Payment Method
6.1. The first payment will be due 3 (three) calendar days after contracting the CATIVA software or in accordance with the payment flow formalized in the commercial proposal executed between the parties.
6.2. Payment for the implementation process will be made in advance of the start of services. If there is a commercial proposal different from this clause executed between the parties, the valid payment term will be that set forth in the proposal, with the understanding that, in the event of delays caused by unavailability in the client representatives’ schedules, there will be no extension of installment invoices.
6.3. Invoices may be paid by bank slip or credit card.
6.4. The invoice (nota fiscal) will be issued and sent by email within the applicable tax period of the month of payment and may be requested in advance via email: atendimento@cativa.digital.
6.5. Second copies of the bank slip must be requested via email: atendimento@cativa.digital.
7. Obligations of the Contracting Party
7.1. Pay the amounts agreed in this agreement and in the commercial proposal on time.
7.2. Not allow administrative access credentials to be shared or used by different people and persons not authorized to contract directly with the contracted party.
7.3. Provide accurate, current, and complete information about itself and its company.
7.4. Keep registration data and any other information provided to the contracted party up to date, to keep them accurate, current, and complete.
7.5. Be responsible for the loss of its registration data and any losses if it does not take the necessary measures to protect administrative login and password credentials.
7.6. Be responsible for false, untrue, or inaccurate information.
7.7. Authorize the contracted party to inspect, at any time, directly or through its agents, the use of the “CATIVA” program by the contracting party, in order to verify compliance with the clauses and conditions established in this Term.
7.8. Authorize the contracted party to access, at any time, its account in the “CATIVA” program through a registered user or the support master user, to investigate possible system failures or instabilities.
7.9. Verify, define, and comply with the policies described in the terms of use, privacy policies, email‑sending policy, sensitive data storage policy, and other terms or contracts made available to its users, to act in accordance with the guidelines described therein, acknowledging that any templates of these documents provided by the contracted party do not give rise to any joint liability on the part of the contracted party regarding the contracting party’s choice to use them or not, nor do they mean a guarantee of compliance with the usage policies the contracting party intends to apply to its network. Such documents should be used only as a basis for the contracting party to carry out its legal review, adapt them to its particular needs, or even produce new documents of its own authorship and exclusive responsibility.
7.10. Act in compliance with the applicable legislation, ensuring that the data collected and stored by the platform and made available via the administrative panel is used in compliance with the General Data Protection Law.
7.11. Clearly include in the back‑office platform its data‑usage policies faithfully, in compliance with current legislation, obtaining user consent to carry out the processing provided for in its policies.
7.12. Respond to user reviews in the app stores in a professional and polite manner, always seeking best communication practices. The contracting party acknowledges that hate speech, racist terms, offenses, or profanity may lead to the immediate removal of its app from Google Play and the Apple App Store from Cativa’s account, without any right to reimbursement or indemnification.
7.13. Control compliance with current legislation for all content hosted on its social network, acknowledging and agreeing that it is solely responsible, civilly and criminally, for content generated by its users or acts carried out on its social network and that, if suspicious behavior is detected—especially, but not limited to, topics related to organized crime, terrorism, racism, hate speech, mass dissemination of false news, electoral advertising outside the period allowed by electoral laws, as well as any other violation of current legislation—this may result in immediate termination of the agreement and, consequently, the removal of the social network from the air, without any right to indemnification by the contracted party to the contracting party.
7.14. Allow the use of its brand as part of the CONTRACTED PARTY’s portfolio of cases in advertising campaigns, on television or digital media, including websites, social networks, online platforms, mentions in radio or television interviews, as well as any type of advertisement that links its brand as a client or user of the CATIVA platform.
7.15. Have tested the product and agree that signing this agreement manifests complete approval (homologation) of the software on all operating platforms, as well as the functionalities available at the time of signing this instrument, declaring full acceptance of the product being contracted.
7.16. Acknowledge that, when using the app‑publication service via Cativa’s account in the stores, every update process will receive a standardized release note explaining the new features and fixes of that mobile‑app version update, and the contracting party may not edit it.
7.17. Acknowledge that if it chooses not to contract the implementation service, it must use its own resources to host its apps in an account of its own on Google Play and the Apple App Store.
7.18. Acknowledge that the CATIVA platform is not provided as an essential tool for the client’s core activities nor for means of work or revenue generation, and does not include indemnities for Loss of Profit in cases of unavailability beyond those provided for in item 8.8.
7.19. Agree that the total value of any liability of CATIVA or its affiliates for all claims related to this agreement or otherwise shall not, in any case, exceed the total amount paid by the CLIENT to CATIVA in the last twelve (12) months.
8. Obligations of the Contracted Party
8.1. Provide technical support within the limits contracted regarding the use of the “CATIVA” program, via chat, by email at atendimento@cativa.digital, from 8:00 a.m. to 12:00 p.m. and from 1:30 p.m. to 6:00 p.m., Monday to Friday.
8.2. Provide quality technical and operational infrastructure, even if outsourced, and ensure the proper functioning of the system, within what was offered at the time of contracting.
8.3. Monitor, catalog, and resolve possible errors in the operation of the CATIVA software, through the provision of updates and/or during the period stipulated by the contracted party for maintenance.
8.4. Maintain the infrastructure services, hosting, sending of transactional emails, and video hosting and streaming used in the CATIVA software, even if outsourced, always seeking reliable global companies whenever possible. In the event of failures in such services, the CONTRACTED PARTY undertakes to intervene with the third party in order to jointly seek a solution to the problem as quickly as possible.
8.4.1. The CONTRACTED PARTY has full freedom and independence to choose its suppliers and may change characteristics or discontinue services provided by third parties—even if they affect the availability of system functionalities, temporarily or permanently—without prior notice.
8.5. The contracted party is not responsible for damages arising from misuse of the “CATIVA” software or for damages resulting from hacker attacks in cases of credential leaks on the client’s part.
8.6. Provide its services in compliance with current legislation in Brazil.
8.7. Make the mobile apps available within up to 30 days after approval of the applied identity and the initial content generated in the implementation process.
8.7.1. The CONTRACTED PARTY’s relationship with Apple and Google Play follows standard terms for developers worldwide. In that agreement, no official deadlines are stipulated for the review and availability process for apps in their stores. Therefore, the CONTRACTED PARTY has no means to guarantee that possible delays caused by the review processes of Apple and Google Play will not occur.
8.7.2. Likewise, the CONTRACTED PARTY has no control over changes in the service‑provision policies of Apple and Google Play. Therefore, the client acknowledges that an unforeseen change up to the time of signing this agreement may result in the non‑availability of its apps with that provider.
8.7.2.1. In any case, the CONTRACTED PARTY will make efforts to enable compliance with the new rules or policies defined by these Global Players as soon as possible.
8.8. The CONTRACTED PARTY will use its best efforts to make the platform available without interruption, considering as the contractual compliance index an availability of 95% (ninety‑five percent) of the time, under penalty of proportional discounts to its compensation.
9. Secrecy and Confidentiality
9.1. The contracted party will not be responsible for violations of data and information resulting from acts of employees, agents, or persons authorized by the CONTRACTING PARTY, nor for those resulting from criminal or irregular actions by third parties (“hackers”) beyond the limits of the technical foreseeability of the moment in which they occur.
9.2. For statistical purposes and the continuous improvement of the platform itself, the CONTRACTED PARTY reserves the right to use, process, and handle data related to platform usage generated by users who have given express consent, always respecting personal secrecy and maintaining compliance with the General Data Protection Law.
10. Other Statements by the Contracting Party
10.1. To be aware of and agree with this agreement when subscribing to the CATIVA software.
10.2. That it understands the meaning of all technical terminology used in this agreement and is capable of fully interpreting all clauses set forth in this instrument.
10.3. That the registration data and information provided to complete the agreement are truthful.
10.4. That online signature or acceptance of this instrument represents its express agreement with the terms of the software‑as‑a‑service licensing agreement, as well as with the limitations and benefits offered by the chosen plan.
11. Intellectual Property
11.1. All content, appearance, organization, and structure of “CATIVA” are protected by the applicable intellectual property legislation and do not infringe any law or rule to which they are subject, contracts, documents, or agreements of which it is a party, nor do they infringe the rights of third parties.
11.2. The contracting party is the sole and exclusive party responsible for all content that is transferred, posted, or otherwise used through “CATIVA.” The contracted party is not responsible for the improper publication of content with intellectual property belonging to third parties and/or disseminated in the CATIVA software in environments administered by the contracting party, the contracting party being solely responsible for any reimbursements and indemnities owed to third parties.
11.3. The contracting party is the sole and exclusive party responsible for ensuring that its name, logo, brand, slogan, and other content referencing its company do not infringe the intellectual property rights of third parties, acknowledging that, in the event of legal claims, it shall bear expenses, burdens, indemnities, and fees without any involvement of the contracted party. The contracted party reserves the right to withdraw apps from circulation in its stores if it receives a court order determining that a third party’s right is being violated, without owing any indemnity to the contracting party.
11.4. The CONTRACTING PARTY and its users are prohibited from:
11.4.1. Modifying, copying, distributing, disclosing, transmitting, displaying, performing, reproducing, publishing, making available, licensing, renting, selling, reselling, or creating derivative works from the information, databases, applications, and services of “CATIVA,” unless authorized by the CONTRACTED PARTY, under penalty of breach of this term and legal infringement.
11.4.2. Using, in any way, excerpts or reverse‑engineering techniques in the development or creation of other works in order to analyze its constitution and/or to mine data in a manner not expressly authorized by the contracted party.
11.4.3. Granting administrative access—including, but not limited to, accounts authorized to contract services—to third parties and persons not authorized to act on behalf of the company.
12. Políticas de cancelamento e exclusão
12.1. If the CONTRACTING PARTY wishes to terminate its annual contract early, the request may be made upon prior written notice to the CONTRACTED PARTY. In this case, after the 7‑day period from contracting has elapsed, the amount due for early contractual termination will be calculated based on the following criteria:
a) Nature of the contract: This contract has an annual term, with the annual value defined at the time of contracting. Any installment of the total amount in monthly payments is a mere payment convenience and does not constitute an autonomous monthly service. Thus, partial use of the platform or early cancellation does not imply the right to a proportional refund.
b) Services provided: The amounts corresponding to services actually delivered up to the date of cancellation will be fully included in the calculation of the contractual termination, according to the unit prices of the approved commercial proposal. Such amounts remain due even if the services were offered under promotional conditions or bonuses.
c) Fixed cost of customized apps: If the stage of creating and/or publishing the apps has begun, a fixed cost of R$ 7,000.00 (seven thousand reais) will be added to the termination amount, referring to the customization and publication of the apps in the virtual stores (Android and iOS).
d) Compensatory penalty: A compensatory penalty equivalent to ten percent (10%) of the originally agreed contractual balance will be applied. This penalty does not replace the amounts related to services already provided, which will remain due.
e) Payment method of the termination balance: The final amount of contractual termination—corresponding to the sum of the above items, minus the amounts already paid up to the date of cancellation—may be paid in equal monthly installments, according to the number of remaining months originally provided for in the contract.
12.2. This clause is strictly compensatory in nature and seeks to restore the operational and technical investments made by the CONTRACTED PARTY up to the date of termination, and is not punitive in nature. The penalty amount stipulated herein does not constitute a cumulative penalty but a means of minimally restoring contractual losses, compatible with the principle of objective good faith.
12.3. Immediately after the formal request to cancel this agreement, all licenses of the CONTRACTED PARTY will be blocked as soon as the contracted period expires, as will access to data available in the administrative area (back‑office).
12.4. The CONTRACTING PARTY must perform backups on its own via the administrative area (back‑office) before the license term ends. Once the license has expired, access to administrative panels, metrics, and records will no longer be possible.
12.5. If the client needs to pause the project for any reason, Cativa offers the benefit of freezing the license for up to 06 months, provided that it is in good standing with the contract.
13. Use of Administration Passwords and Declaration of Responsibility
13.1. The password that enables access to the “CATIVA” management and administration panel will be sent to the email registered in the proposal, a document attached to this agreement.
13.2. Only the email address registered by the CONTRACTING PARTY will receive the administration password and its possible replacements and changes.
13.3. Possession of the password will give the account holder not only management and administration powers but also the power to change the password electronically.
13.4. Responsibility for allowing password access to anyone lies solely and exclusively with the CONTRACTING PARTY, since the CONTRACTED PARTY has no control over making available the initially supplied password.
13.5. Requests to recover lost passwords must be made exclusively via the “Recover Password” area of your account in “CATIVA.”
14. Account Blocking Policy
14.1. After 10 (ten) days from the due date, if payment of the debt has not been made, the CONTRACTED PARTY reserves the right to interrupt the provision of services by blocking access, without the CONTRACTING PARTY being entitled to any indemnity, under any title. Reactivation will occur within up to 2 days after payment of all outstanding debts/penalties at the time.
14.2. The CONTRACTED PARTY reserves the right not to accept new accounts, configurations, or service requests issued by the CONTRACTING PARTY if it is in arrears.
15. Account Deletion Policy
15.1. After 30 days of delay, the CONTRACTED PARTY has the right to delete all data, files, and other information stored in the CONTRACTING PARTY’s account, definitively canceling the provision of services.
15.2. Any violation of payment obligations or unauthorized use of “CATIVA” will be considered a material breach of this Agreement. At its discretion, the CONTRACTED PARTY may terminate your password, your account, or your use of the service if you violate or fail to comply with this Agreement.
15.3. The CONTRACTING PARTY may, at any time, request reactivation of its account. Reactivation does not oblige the CONTRACTED PARTY to maintain the “Account Data” prior to the reactivation date. Only registration and billing data may remain in the “CATIVA” program database.
16. Data Backup Policy
16.1. The CONTRACTED PARTY performs daily backups of data from the “CATIVA” program.
16.1.1. The backup is kept for 7 (seven) days, with redundancy across different providers, for the purpose of restoration in case of data loss or inconsistency.
16.1.2. If restoration is performed due to data deletion or misuse of “CATIVA” by the CONTRACTING PARTY, a restoration fee will be charged, which will be estimated according to the damage caused to the system. When restoration is performed, all information recorded up to the last backup will be restored; it is not possible to restore data generated in the window between daily backups.
16.2. The CONTRACTED PARTY assumes no responsibility for any deletion, correction, alteration, destruction, damage, loss, or storage failure of any “CATIVA” data that is performed via authorized access using registered login and password.
16.3. If this Agreement is terminated, the CONTRACTED PARTY is not obliged to maintain the “Account Data” after 30 days from the cancellation date.
16.4. The CONTRACTED PARTY reserves the right to retain, remove, and/or discard account data due to any violation by the CONTRACTING PARTY of the terms of this document, including but not limited to non‑payment for contracted services. After termination, your right to access data through our services ceases immediately.
17. Service Reactivation
17.1. In the event of termination due to non‑payment of active subscriptions under this agreement, the CONTRACTING PARTY may request reactivation upon payment of all outstanding amounts and by sending a notice requesting reactivation to atendimento@cativa.digital.
18. Implementation Services
18.1. The implementation service may be carried out by an internal team of the CONTRACTED PARTY or by an accredited specialist partner. The objective is to adapt the resources available on the CATIVA platform to the client’s needs with the best application. To this end, the following stages are carried out:
18.1.1. Strategic analyses: Meeting with leaders of key departments that will use the platform, to map the communication processes involved in each.
18.1.2. Creation and customization of resources and application of the client’s visual identity.
18.1.3. Online training with leaders, focusing on engagement and operation.
18.1.4. Performance monitoring and suggestions for improvements to optimize results.
18.1.5. Creation of initial content for launch, in partnership with the client.
18.1.6. Publishing the apps on Google Play and the Apple App Store, in accordance with the premises of items 8.7.2 and 8.7.2.1.
18.1.7. When performed by an accredited partner, providing the first layer of support for demands related to operation and platform‑use strategy, forwarding technical questions to the CONTRACTED PARTY’s support sector.
19. Penalties
19.1. All subscriptions are billed in advance and bank slips are made available by email 10 (ten) days in advance and must be paid by the due date. Non‑payment will result in total or partial blocking of access to the “CATIVA” system. After payment of outstanding amounts, reactivation will be completed within up to 3 (three) business days.
19.2. After the due date of the bank slip, a 2% penalty and 1% monthly interest will be charged. After 15 days from the due date, the slip becomes invalid and a new slip must be requested by email at atendimento@cativa.digital.
20. Notices
20.1. Any notices or communications that one party must make to the other, regarding any rights or obligations contained in this instrument, must be in writing and will be deemed effectively delivered if sent by email or another electronic means suitable for such communications. The parties agree to accept electronic messages and files as documentary evidence for all purposes, provided there is a delivery confirmation notice or another type of protocol certifying receipt of the communication.
21. Labor Relations
21.1. It is expressly stipulated that this agreement does not establish, between the parties, any employment, corporate, or associative bond of any nature or kind. There is no bond or responsibility between one party and the employees, workers, or collaborators of the other party, each party remaining solely responsible for all respective expenses and charges, whether of a labor, social security, insurance, civil, or any other nature or kind.
22. Venue
22.1. The parties elect the courts of the city of Rio de Janeiro, State of Rio de Janeiro, to resolve all doubts or disputes arising from the performance of this agreement.
SERVICE IMPLEMENTATION (IS) — TERMS OF ENGAGEMENT
Private service‑provision agreement for clients who additionally contracted implementation services.
This agreement only applies to clients who contracted implementation services during the commercial process. If your plan or agreement does not include this additional service, this engagement term does not apply to your case.
Parties
By this private consulting services agreement, in the service‑provision modality, in the best legal form, it is defined:
CATIVA TECNOLOGIA E SERVIÇOS DIGITAIS LTDA (Trade name: CATIVA DIGITAL), headquartered at Avenida das Américas, nº 555, room 207, Barra da Tijuca, Rio de Janeiro/RJ, ZIP 22631-000, registered with the CNPJ under nº 34.879.633/0001-33, hereinafter referred to as “CATIVA” or “CONTRACTED PARTY,” will make qualified professionals available to provide strategic consulting services for digital community implementation, under the terms and clauses set forth in this instrument, to the signatory party to this contract, hereinafter referred to as “CLIENT” or “CONTRACTING PARTY.”
1. Object
CATIVA will execute the agreement under the legal regime of consulting services called COMMUNITY SQUAD, making specialist professionals available for a period of 90 days or 180 days, unless another commercial duration is agreed, for immersion and strategic development of the community, with delivery in the form of weekly meetings, in favor of the CLIENT, according to the commercial clauses contained in this agreement.
1.1. The services will be provided with full autonomy on CATIVA’s part and without personal assignment of the consultants directly involved in serving the CLIENT.
1.2. Likewise, the CLIENT may hire other professionals or companies to provide the same services, without any exclusivity in favor of CATIVA, provided there is no sharing of materials and templates protected by intellectual property.
1.3. Although Cativa will make its best efforts to comply with the schedule proposed in the kickoff meeting, the client acknowledges and agrees that it is solely responsible for keeping the schedule’s deliverables and decisions up to date and that, in the event of delays, the CONTRACTED PARTY is not obliged to extend the contracted availability period of its team for the project, even if there are pending stages.
2. Scope
The scope of the service agreement varies according to the commercial proposal and may include:
• Strategic meeting with a specialist;
• Strategic meeting for approval of the action plan;
• Structuring of the community spaces;
• Implementation of design for the spaces and badge program;
• Implementation of automatic sending of cyclical notifications for clients with an account on Make.com;
• Launch of the Minimum Viable Community;
• Monitoring and homologation;
• Mentoring for improvements and productization of the community journey;
• Integrations with compatible external checkouts to admit and ban members automatically (check availability of your preferred platform).
• Migration of classes and content.
• Integrations and automations with third‑party platforms, provided there is technical feasibility.
This agreement does not include:
• Integrations with third‑party platforms not previously agreed upon in a separate proposal.
• More than 02 (two) rounds of revisions for artwork development, visual materials, and notification copywriting.
• Creation of launch campaigns.
• Community management.
• Content creation.
• Implementation of defined flows for productization of the community.
3. Term
The Cativa specialists team will be available for the project for up to 30 days, making weekly deliveries through meetings, respecting the schedule proposed at the kickoff meeting. It is up to the client to make the best use of this period by keeping its decisions and deliverables within the timeframe proposed by the schedule. Any delay in deliverables or decisions by the client does not oblige the CONTRACTED PARTY to extend the service‑provision period under any circumstances. Any exception to this rule should be considered a mere act of liberality or voluntary concession, not a contractual obligation. After the 30‑day implementation period, the client enters the production phase and will be served by the support and customer success team.
4. Compensation
The total value charged as well as the payment method for the services provided must be mentioned in a commercial proposal or set forth in the Engagement Term document.
4.1. Compensation for the contracted services includes all labor, social, social‑security, insurance, and other charges not specifically named.
4.2. The CLIENT will provide the human resources to carry out operational services related to the activities of this service.
4.3. Failure to make payment will result in a 5% monthly penalty on the amount of the overdue installment.
4.4. This agreement does not imply any employment relationship binding CATIVA for services provided to the CLIENT.
5. Obligations
It is established that the relationship between CLIENT and CATIVA, to safeguard responsibilities, will normally be in written form, through queries and responses.
The CLIENT undertakes to provide CATIVA, through its representatives, data and information regarding the product or service to be implemented, such information to be sent by email to atendimento@cativa.digital, or via a meeting scheduled in advance between the CLIENT and CATIVA, or through messaging‑app groups.
The information provided by the CLIENT and/or its representative is the CLIENT’s exclusive responsibility, the CLIENT being liable before consumers, authorities, CONAR – National Advertising Self‑Regulation Council, and third parties for the quality, authenticity, and legality of the data and information disclosed in materials to be produced by CATIVA based on the information provided.
Exclusive obligations of CATIVA:
5.1. Provide the contracted services in the agreed form and manner, within the standards, technical specifications, and applicable legislation.
5.2. Perform the contracted services using best practices to achieve the best result.
5.3. Pay the remuneration of its employees/agents, being responsible for all and any burdens and charges arising from labor, tax, and social‑security legislation, as well as taxes, fees, obligations, and the like that may be claimed or become mandatory as a result of the obligations assumed herein.
5.4. Bear sole and exclusive responsibility for any type of indemnity claimed by its employees/agents, especially regarding labor claims and workplace accidents.
5.5. Comply with all determinations imposed by the competent public authorities related to the services contracted herein, as well as pay all federal, state, and municipal taxes that apply or may apply to them.
Exclusive obligations of the CLIENT:
5.6. Make payment in the agreed form and manner.
5.7. Inform CATIVA of complaints made against its employees/agents.
5.8. Provide CATIVA with the requested documentation and carry out the work carefully in accordance with written guidelines to be forwarded.
5.9. Provide images, videos, and other proprietary materials whenever requested, always ensuring conformity of use with respect to copyrights.
5.10. Respond to CATIVA’s requests within the agreed deadlines and schedules, acknowledging that, in case of delays, service deliverables will be compromised.
5.11. Provide administrative access to tools and platforms integrable with the COMMUNITY, in order to enable CATIVA’s full performance, being responsible for the costs of the chosen services when necessary.
5.12. Provide availability for weekly meetings with the project decision‑makers for alignment and approval.
6. Confidential Information
All information provided by the CLIENT to CATIVA during service delivery concerning business models, negotiations, financial margins, operating costs, and other aspects sensitive to the business will be considered confidential information and will be protected under applicable law. Through statistical means, CATIVA will have the right to mention to other clients results generated by its services from delivering this scope.
7. General Provisions
7.1. The services established in this instrument do not have any labor link with the CLIENT, CATIVA being exclusively responsible for any legal relationships with the personnel necessary for the execution of the services. This agreement is independent in nature, and CATIVA must keep its social‑security obligations in order, assuming full and exclusive responsibility for the salaries and other labor and social‑security charges of its employees/agents, especially with regard to possible labor claims, with no joint liability between CLIENT and CATIVA.
7.2. Changes in amounts that may be discussed and approved by the parties should preferably be the subject of an Addendum; however, tacit authorizations by the CLIENT’s representatives do not nullify validity.
7.3. CATIVA is expressly prohibited from using underage workers, whether pubescent or prepubescent, for service delivery.
7.4. The CLIENT agrees that alignment meetings will take place online via videoconference.
7.5. It is up to CATIVA, its employees, and agents to safeguard and protect all confidential information provided during service delivery concerning the CLIENT’s business.
7.6. CATIVA will not be responsible for violations of data and information resulting
8. Termination
This agreement will be terminated by operation of law in the following cases:
8.1. Due to insolvency, filing for or requesting bankruptcy or composition with creditors;
8.2. Failure to comply with the obligations listed in clause five of this instrument;
8.3. Contractual breach, in whole or in part, without any compensation due to the defaulting party, subject to collection by the appropriate courts and credit protection agencies.
9. Forum
The parties elect the jurisdiction of the District of Rio de Janeiro – RJ, to resolve any and all doubts or questions arising from this contract, the parties waiving any other jurisdiction, however special and privileged it may be.
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