PUBLICITY AT THE GBC PORTAL

GBC Portal is a strategic and innovating business environment for a qualified corporate public of every sector of industry, commerce and services that plans to find new customers, regardless of their location, culture or language.

Please find below the general conditions for publicity at the GBC Portal.

For further information about publicity at the GBC Portal, please contact us at marketing@gbc.com.br

 

GENERAL CONDITIONS FOR PUBLICITY AT THE GBC PORTAL

Definitions

Advertising Party: the natural person or legal entity owner of the rights related to the brand, the products and/or the announced services, can be represented by the Publicity Agency.

Publicity Agency or Agency: legal entity contracted by the Advertising Party for the creation, planning, production and disclosure of publicity campaigns.

Advertisement: publicity information for advertisement of a brand, product and/or services.

Insertion Request or IR: the document that appoints all the characteristics and features of the disclosure of the Advertisement and that demonstrates the adherence of the Advertising Party/Agency to this instrument.

GBC Portal: GBC’s electronic platform to disclosure advertisements.

Exhibition Place: media exhibition place in GBC Portal hired by the Advertising Party/Agency, in the conditions contracted in the IR for disclosure the advertisement.

Costs by Click or CPC: selling category of the Exhibition Place, which calculates the amount to be paid by the Advertising Party/Agency to GBC by the number of clicks in the Advertisement.

Costs by Time or CPT: selling category of the Exhibition Place, which calculates the amount to be paid by the Advertising Party/Agency to GBC by the time in which the Advertisement remains published in the Exhibition Place.

 

Purpose of the Publicity Contract

Hiring of the Exhibition Place in the GBC Portal, in the selling category indicated in the IR for disclosure of Advertisements. The Advertisement will be disclosed in the Exhibition Place in GBC Portal as contracted in the IR and present instrument.

 

Relevant Information

The Advertising Party/Agency  acknowledges and agrees that:

- The Exhibition Place in GBC Portal can be shared with others Advertising Parties/Agencies, in compliance with contracted in the IR and the conditions set forth in the present instrument.

- The Advertising Party/Agency  must send the Advertisement file according to IR conditions within the minimum period of 10 (ten) days prior to the disclosure start date and must be responsible for the creation/production of the Advertisement.

- The beginning of disclosure of the Advertisement, as long as duly sent within the period mentioned above and fulfills the conditions established in the IR, according to the present instrument, will be at reference time GMT - Greenwich Time and date established in the IR.

- Should the Advertising Party/Agency not send the Advertisement within 10 (ten) days prior to the disclosure start date or not according to the conditions established in the IR, it will receive a notice from GBC immediately, with a new term for disclosure of the respective Advertisement, according to GBC´s disclosure schedule.

- The position of the Exhibition Place in GBC Portal, type of file and dimensions of the Advertisement will be defined in the respective IR.

- GBC does not hold and will not, in any case, be held liable for any information announced in the Advertisements, including, but not limited, to deceiving, fraudulent or abusive advertisement, since all and every content of the Advertisements are under exclusive responsibility of the Advertising Party/Agency.

- GBC will not, in any case, be held liable for damages and/or problems in the products and/or announced services.

- GBC will not, in any case, be held liable for any damages caused due to untrue and/or non-updated information disclosed in the Exhibition Place of GBC Portal.

- GBC will not, in any case, be held liable for invasions, attacks or any other torts in the internet environment, deriving from an act caused by a third party.

- GBC does not take part in the creation of the Advertisement, which is under sole and exclusive responsibility of the Advertising Party/Agency. GBC only offers the Exhibition Place at GBC Portal in the contracted conditions.

- The Advertising Party/Agency is expected to obtain all the necessary licenses related to intellectual property that should be needed for the disclosure of the Advertisements.

- The Publicity Agency must be duly authorized by the Advertising Party to proceed with the advertisement of the brands/products/services and to contract GBC’s services. Publicity Agency must send with the signed IR a copy of its contract with Advertising Party or send an authorization letter for contracting GBC’s services signed by Advertising Party.

 

Rights and Covenants by GBC

- fulfill and observe all the obligations set forth by the law, mainly regarding commercial, tax and labor law;

- Keep the Advertising Party/Agency informed about every situation that may hinder or derail the disclosure of the Advertisement;

- Disclose the Advertisement as set forth in this Contract and in the IR;

- Recognize from the beginning that the Advertisement sent to GBC belong to the Advertising Party/Agency and may not be used by GBC with any other purpose, other than provided in this Contract;

- Maintain any notice to the Advertising Party/Agency in written, except for urgent measures, which will only become binding after ratified in written;

- Answer to the Advertising Party/Agency any doubt about the disclosure of the Advertisement, including any problems related to the disclosure;

- Refrain from disclosing Advertisements or, if disclosed, suspend them when not in compliance with the Brazilian legislation and/or this Contract;

- Suspend the Advertisements disclosed in the Exhibition Channel that are not disclosed in compliance with the GBC communication patterns until regularization by the Advertising Party/Agency.

 

Rights and Covenants by the Advertising Party/Agency

- Supply to GBC all the data, documents and information that are deemed needed for the proper disclosure of the Advertisement, as provided in this Contract and in the IR;

- Provide all the files that contain information concerning the Advertisement to be disclosed by GBC, complying with the term established above;

- Maintain any notice to GBC in written, except for urgent measures, which will only become binding after ratified in written;

- Confirm whether all the technical proceedings for the fulfillment of the present Contract are in conformity with the legislation in force;

- Make the payment in favor of GBC, in the terms and conditions adjusted in the Contract and in the IR;

- Duly fulfill with the technical requirements for the disclosure of the Advertisement, as provided in the Contract;

- Refrain from changing the format and/or the information contained in the contracted Advertisement without previous and express consent from GBC;

- Be the only responsible for answering questions and providing information on the content of the Advertisement disclosed in the Exhibition Place in GBC Portal;

 

Payments

- The Advertising Party/Agency will make the payment of agreed value written the IR to GBC in the maturity date and in the conditions set forth in this Contract and in the IR.

- The payment will be via credit card or any other electronic channel available at GBC Portal;

- GBC will issue the invoice after payment confirmation and/or receiving the agreed amount;

- For the purpose of demonstrating the disclosure of the Advertisement in the contracted selling category, GBC will provide to the Advertising Party/Agency the report extracted from the GBC Portal, when requested to do so. This report will prevail over any other for the purpose of this Contract as basis for the payment.

- The amounts paid in delay will be subject to a penalty fine of 10% (ten percent) of the outstanding due amounts and monthly interest “Pro-Rata” of 2% (two percent) of the outstanding due amounts.

 

Canceling and/or Suspension of the Advertisement

In case the Advertising Party/Agency requests canceling and/or suspension of the Advertisement, it will be subject to the following conditions:

- Should the canceling be requested at least 10 (ten) business days prior to the disclosure starting date on which the Advertisement was supposed to be disclosed, as described in the IR, and before any payment is made, there will be no penalty or fee to be paid Advertising Party/Agency to GBC;

- Should the canceling be required within 10 (ten) business days before the disclosure starting date on which the Advertisement was supposed to be disclosed, the Advertising Party/Agency shall pay a penalty fee in the amount of 10% (ten percent) over the contracted total amount, as described in the IR, without prejudice of payment of other damages incurred;

- For suspension of the Advertisement requested during the period of disclosure, as described in the IR, the Advertising Party/Agency shall pay to GBC the proportional amount to the period in which the Advertisement was disclosed and a penalty of 10% (ten percent)  of the contracted total amount described in the IR, without prejudice of payment of other damages incurred;

 

Term and Renewal of the Contract

The term of this Contract is described in the IR and is automatically renovated for equal and consecutive terms, except in the case of written notice by any of the parties within a minimum term of 30 (thirty) days prior to the due date.

 

Termination of the Contract

The Contract may be terminated by any of the parties, at any time, by means of a notice to be sent 30 (thirty) days prior to the actual termination, without any necessary justification and with the payment of contractual penalty. The Advertising Party/Agency shall pay the amounts related to the services that have been provided and not paid. If there is value in favor of the advertiser, this amount will be available as credit for future contracting of the GBC services.

The Contract may be terminated at any time, regardless of any prior notice, leading to the immediate exclusion of the Advertisement from GBC Portal in case:

- The Advertising Party/Agency is under a judicial or extrajudicial reorganization proceeding, or in case any of the parties has its forced liquidation decreed or is under winding up or liquidation;

- Any of the parties violates any legal or infra-legal provision that it us subjected to and which observance is necessary for the fulfillment of the present contract;

- Any of the parties breaches the obligations set forth in this contract, mainly the ones related to confidentiality and/or disclosure;

- Any fact deriving from force majeure takes place, as provided by the Brazilian Civil Code;

- One party files any type of judicial measure against the other party or against related third parties, somehow affecting the rights and obligations set forth in this contract;

- Of change in the corporate structure of the Contracting Party of third parties involved, that may anyhow affect the good performance of this contract or gives rise to conflict of interest with GBC´s activities, or that violates the governmental rules or harms its technical and/or financial situation, unless otherwise agreed by the parties;

- The Advertising Party/Agency performs any act that is harmful to the Public Administration, as provided in this contract and in Law. n. 12.846/2013 or in case GBC has reasonable reasons to believe that such act has been performed or risk currently being performed.

- The immediate termination of this contract based on the situations above does not exempt the Contracting Party from reimbursing any damages it may have caused and from the payment of any penalty provided in this contract.

- For the purpose of the termination, the harmed party shall send a preliminary notice to the breaching party to inform about the breach of the contractual obligation and requesting the breach to be cured within 48 (forty eight) hours counting from the receipt of the notice. Should the breaching party remain in breach, the harmed party will inform the breaching Party about the termination of the contract.

 

Contractual Penalty

The Party that does not fulfill any of the obligations and covenants undertaken herein will be subject to a penalty of 10% (ten percent) to be calculated over the total amount of the Contract, without prejudice to other legal and contractual provisions.

The total amount of the Contract is calculated as follows:

- In case of selling category is Costs by Click CPC, the total amount of Contract is calculate considering the total quantity of months of the contract multiplied by due monthly amont average  within the 3 (three) months previous to the date, which gave cause to the penalty provided in this Clause.

- In case of selling category is Costs by Time CPT, the total amount of Contract is defined in IR.

 

Intellectual Property

The Parties expressly recognize that all the brands, logotypes and distinctive signs, as well as all the technological resources used in compliance with this Contract shall remain exclusive property of the respective parties.

For the exclusive purpose of this contract, the Advertising Party/Agency expressly authorize the use of its brands, logotypes and other identification, industry, commerce and service signs, but those may not be modified in any way, whereas GBC undertakes the obligation to maintain the visual aspect of the sign as received by the Contracting Party, without forwarding any material to third parties.

 

Responsibilities

This Contract does not create any type of labor obligation or relation between GBC and the Advertising Party/Agency and the co-workers assigned for the contracted services and each party undertakes the exclusive, full and irrevocable fulfillment and/or payment of all the respective obligations and/or covenants, of any nature, exempting the other Party from any liability.

The party that, due to the nature of its activities or by fault causes damages to the other shall reimburse the harmed party, in compliance with the Brazilian Civil Code.

The parties will proceed with the payment of all the applicable taxes, that, according to the legislation in force, shall be paid by that respective party. Should there be any modification to the tax rate or creation of new taxes, the parties will discuss new amounts for the contract.

The Parties undertake the obligation to duly comply with and to respect all the constitutional principles, as well as the fundamental rights and social rights provided by the Brazilian Federal Constitution, such as, but not limited to:

- avoid any type of discrimination;

- respect the environment;

- refrain from using any type of child work or slave work;

- assure the freedom of all employees and co-workers to associate to unions and to collectively negotiate their labor rights;

- assure a healthy and safe work environment;

- guarantee that its co-workers will not sexually or morally harass;

- share this commitment to all its supply chain;

- avoid and work against any type of corruption.

 

General Provisions

- No provision in this contract will be interpreted as to consider the parties as shareholders, partners, associates, joint venture members. No party will post bond or perform any act on behalf of the other, except for the exclusive purpose of this contract.

- Any modification to the present contract shall be made in a written document, duly signed by the parties.

- In case any provision of this contract is deemed null or anyhow unfeasible, the remaining provisions will remain valid. The provision considered null or unfeasible will, as provided by the law, be substituted by another that is valid and that as similar as possible from the excluded provision.

- GBC will not be held liable for the breach of any contractual provision in case of force majeure or unforeseeable circumstances, as provided by Section 393 of the Brazilian Civil Code.

- This contract is binding to the successors of the parties.

- The Advertising Party/Agency may not transfer or assign, total or partially, any right or obligation deriving from this contract, unless GBC previously agrees upon in written.

- The tolerance of the parties does not imply in the resignation, pardon, novation or alteration of the agreement in this instrument.

 

The parties, its managers, directors, employees and agents hereby undertake the commitment to:

- perform all its business activities ethically and in compliance with the applicable legal provisions;

- reject and forbid any harmful act as provided by Law n. 12.846/2013 and related provisions;

- implement, during the effectiveness of this Contract, a program of training aiming at the prevention and detection of violation to anticorruption provisions and to the provisions established in this Contract;

- notify the other party immediately in case it becomes aware or becomes suspicious of any conduct that may constitute bribing, corruption or violation to any provision of Law n. n. 12.846/2013, related to the negotiation or execution of this Contract and declare that they have not and will not make any payment, neither have granted or will grant any type of benefit or advantage to governmental authorities or to consultants, representatives, partners or third parties somehow related to the government, with the intent of having influence on any act or decision of the Public Administration or to try to obtain an illicit advantage, obtain or hinder or aim at any illicit benefit.

Any conflict arising from this contract shall be settled by one of the courts of the City of São Paulo, Brazil.