SAFIRA EVENTOS LTDA., a limited liability company, headquartered in the City of Manaus, State of Amazonas, at Avenida Rodrigo Otávio, No. 3.555 – Anexo 2, Bairro: Crespo, CEP: 69073-177, enrolled with the CNPJ/MF under No. 47.783.134/0001-90 (hereinafter “Amazon Agency”)
This Agreement regulates the license of use that the Licensor grants to the Licensee when registering, as specified in item 1 below, the content owned by Amazon Agency, provided by the latter to the Licensee through the website www.amazonagency.news.
Upon electronic acceptance hereof, the Licensee expressly agrees to all terms and conditions hereof, which govern the use of the contents to be provided by Amazon Agency and previously selected by the Licensee (“Licensed Material”), for insertion in the work produced by it and under its individual responsibility (hereinafter only “Work”).
1. General Provisions:
1.1 Licensee’s registration will be made through the following procedure:
(i) the Licensee must complete the prior online registration process on the website www.amazonagency.news, providing: the business name of the Licensee, CNPJ and full address of the Licensee’s headquarters (containing the District, Zip Code, City and State), full name of the contact; identity number, CPF and date of birth, email for contact;
(ii) the contact of the Licensee, by electronically agreeing to this instrument, guarantees to be the legal representative of the Licensee, having full powers to sign this Agreement.
1.2. The Licensee must have maximum attention when registering through the Web, hereby being certain that Amazon Agency is not responsible for errors of the Licensee in its registration, such as, for example, double registration on the Web, erroneous data information, etc.
2. Grant of use license:
2.1. The subject of this Agreement constitutes the authorization, on a non-transferable basis, granted by Amazon Agency to the Licensee, for inclusion, by the latter, of the Licensed Material solely and exclusively in the Work, identified by the Licensee, in the location defined at the time of acquisition, during the period and in the media, supports and forms of exploitation expressly authorized by Amazon Agency, all as specified in the confirmation email sent by Amazon Agency to the Licensee, and in the receipt of the content sent by Amazon Agency to the Licensee after confirmation of payment.
2.2. The Licensee may not, under any circumstances, assign or allow third parties to exploit, under any justification, the Licensed Material, hereby being obliged to reimburse Amazon Agency for any and all damages that it may suffer if the assignment mentioned above or unauthorized use occurs.
2.3. The Licensee shall safeguard the integrity of the content and names of all persons portrayed in the Licensed Material hereby authorized, refraining from including any mention that has a pejorative character and/or violates the honor and privacy of third parties. Amazon Agency reserves the right to revoke this authorization if it becomes aware of any non-compliance with the conditions protected in this Agreement.
2.4. The authorization granted herein is restricted to Amazon Agency’s rights in the Licensed Material maintained in Amazon Agency’s own collections and object of this instrument and does not include any rights granted to third parties.
2.4.1. Thus, it will always be the sole and exclusive responsibility of the Licensee to negotiate and obtain, at its expense, all licenses and authorizations of third parties that may be necessary for the exploitation of the Licensed Material in the Work, such as, but not limited to, image rights of persons eventually portrayed in the Licensed Material, arena rights of sports entities eventually portrayed in the Licensed Material, image rights of athletes and sports professionals, synchronization rights and public performance of musical compositions that may exist in the Licensed Material, among others.
2.4.2. The Licensee shall always keep Amazon Agency safe and harmless from any action, liability or payment of a fine or indemnity concerning the licenses and authorizations indicated in item 2.4.1 above.
2.5. Amazon Agency is hereby expressly authorized by the Licensee to offset any credits held by the Licensee with Amazon Agency if Amazon Agency will pay any amount due to the licenses and authorizations indicated in item 2.4.1 above.
2.6. The use of the Work with the Licensed Material in VOD (video on demand), OTT (over the top) and Broadcasting (pay and open television) services in Brazil is expressly prohibited. If the Licensee licenses, assigns or authorizes the display of the Work on such services, Licensee warrants to Amazon Agency that it will edit and remove all Licensed Material therefrom. Failure to comply with this item is a cause for its immediate termination, without prejudice to Amazon Agency’s collection of losses and damages.
2.7. as a rule, the licensed content is not sold for the exclusive use of the Licensor unless specifically negotiated to do so.
3. Media, Period and Territory
3.1. Amazon Agency expressly acknowledges and agrees that the Licensee may use the Work in the territory, during the period and in the media, supports and forms of exploitation expressly indicated in the email sent by Amazon Agency to the Licensee when requesting authorization for use, and the receipt sent by Amazon Agency to the Licensee after payment, always under the conditions specified herein.
3.2. If the Licensee intends to make the Work available on the internet, it must use the “GeoBlocking” tool during the period of validity to limit the visualization of the Work specifically to the authorized territory.
3.3. Any use of the Work not specified in the receipt will require the prior written consent of Amazon Agency, provided that Amazon Agency may grant or deny the consent referred to in its authorized exclusive.
4. Intellectual Property
4.1. Amazon Agency declares to be fully responsible for the authorization granted herein. It guarantees that the Licensed Material delivered to the Licensee because of this Agreement was created with characteristics of absolute originality.
5. Licensee’s Obligations
5.1. The Licensee undertakes to obtain all licenses and authorizations from third parties (such as authorization to use image and voice, phonograms, among others) eventually necessary for the use and exploitation of the Work containing the Licensed Material provided by Amazon Agency. The Licensee hereby exempts Amazon Agency from any responsibilities resulting from or arising from the non-obtaining of any authorization from third parties referred to in this item, obliging the Licensee to exempt Amazon Agency from its responsibilities and request the exclusion of it from any proceedings if applicable, and to indemnify the Amazon Agency for any and all expenses that it may suffer, including, but not limited to, indemnities, court costs and/or attorney’s fees.
6. Content Protection
6.1. The Licensee hereby undertakes to provide adequate security to prevent the duplication, copying and/or unauthorized use of the Licensed Material. The Licensee further undertakes to inform Amazon Agency of any unauthorized use immediately and to take all necessary measures to prevent such unauthorized use.
6.2. The Licensee shall use competent efforts to prevent any type of infringement of the Licensed Material, including dysfunction by interference or duplication of the Work by third parties.
6.3. Upon Amazon Agency’s notification to the Licensee of any infringements, Amazon Agency may require the Licensee to cease using the Work immediately and at its expense, without requiring any reimbursement or compensation to the Licensee.
7.1. The Licensee shall maintain the credits of Amazon Agency and the logos that may exist in the Licensed Material. If the Licensed Material to be provided by Amazon Agency has received its watermark, it must be maintained by the Licensee. It is expressly forbidden to assemble, change, manipulate and/or transform the Licensed Material by any means or process, and the inclusion of any type of advertising, brand and/or sponsors, which may be related to the Licensed Material, unless expressly authorized by Amazon Agency.
7.2. The Licensee shall include the following credit in the Work “AMAZON AGENCY CONTENT”.
8. Payment / Taxes / Download
8.1. The Licensee agrees to receive tickets from Amazon Agency electronically through the email associated with the Licensee’s account. It is agreed that the Licensee will pay Amazon Agency the amount indicated on the payment slip due to using the Licensed Material in the Work, as provided in the previous items.
8.2. All costs of shipping the Licensed Material, if any, including taxes and charges, where applicable, shall be borne in full by the Licensee.
8.3. Amazon Agency warrants that the Licensed Material will be available upon payment confirmation, and the Licensee will have a maximum period of ten (10) days to download the Licensed Material.
9. Other Provisions:
9.1. It is expressly and irrevocably advanced that the abstention of the exercise, by either party, of the right or power that assists it because of this instrument, or the Agreement with the delay in the fulfillment of the obligations of the other party, will not affect that right or power, which may be exercised, at any time, by its holder, who will agree to change the conditions agreed in this Agrement.
9.2. None of the provisions protected in this Agreement will create any association, partnership, joint venture or agency relationship between the Parties.
9.3 This Agreement, the email sent to the Licensee containing the summary of the necessary conditions by the Licensee, the online page regarding the availability of the Licensed Material, and the email sent by Amazon Agency to the Licensee after the confirmation of payment constitutes the entire agreement between the Licensee and Amazon Agency. It is certain that the marking of the checkbox next to the text “I agree with the Terms”, followed by the click on the “accept” button is considered, for all legal purposes, as accepted by the Licensee, via the Web, of all terms and conditions of this Agreement, becoming the same to regulate the relationship between the Parties.
9.4. In case of divergence between this Agreement and the specific conditions of use of the Licensed Material sent by Amazon Agency to the Licensee, the specific conditions created in the receipt mentioned above will prevail.
9.5. This Agreement and/or the rights and obligations arising therefrom may not be granted by either party without the prior written consent of the other party, except for the assignment or transfer by Amazon Agency to: (a) controlled companies; (b) parent companies; and (c) companies under common control with Amazon Agency.
9.6. The Licensee declares to have read, be aware and in full agreement with the content and conditions of this Agreement.
10.1. The parties hereby elect the Central Forum of the District of Manaus, Amazonas, to resolve any doubts arising from this Agreement.
11.1. The Parties declare to know and undertake to follow the rules for preventing corruption, including Law No. 12.846/2013 and its regulation. In addition, the Parties undertake, in the exercise of their rights and obligations, not to give, offer or promise any asset of value or advantage of any nature to public agents or persons related to them or any other persons, companies and/or private entities, to obtain a competitive advantage, influencing an act or decision or directing illicit business.