1. Introduction

1.1. These Terms and Conditions of Use (“Terms of Use”) apply to the services offered by MIMO LIVE SALES, registered with the CNPJ/MF under nº 35.309.147/0001-42, headquartered at Rua Comendador Miguel Calfat, 595 – apt. 152 – Vila Nova Conceição – CEP 04537-082 (“MIMO LIVE SALES”), provided through the integration of the MIMO LIVE SALES platform to the environments of its Partners.

1.2. The Platform services include the provision of an embed whitelabel platform (“Lives”) for real-time online sales of products and/or services of the respective Partner.

2. Definitions

2.1. Platform – MIMO LIVE SALES's whitelabel embed platform integrated into its partners' environments, and operated directly by such partners.

2.2. Partner means the partner and client of MIMO LIVES SALES that operates the environment where the live commerce will take place (either app or website), using its own brand, with the Partner having all the direct relationship with the User.

2.3. User, or Shopper, means the individual who accesses the Platform operated by the Partner, watching the lives and/or purchasing products and/or services.

3. User - Shopper

3.1. These Terms are applicable and binding specifically to the Partner, who must read and agree to the terms set forth herein prior to using the Platform, as well as instruct Shoppers Users.

3.2. The Shopper is the individual who will use the Platform for the purpose of acquiring the products and services advertised by the Partner.

3.3. The Platform is operated by the Partner and the Shopper, therefore, it is subject to the Partner's Terms of Use and Privacy Notice, as the relationship will be direct between the Shopper and the Partner.

3.4. Individuals or legal entities that access the Platform without performing any registration (“Visitors”) may only use the Platform for the purpose of viewing the Lives in real time or recorded; being prohibited from sending comments and/or questions during or after the Lives.

4. Services

4.1. Availability of an embed whitelabel platform (“Lives”) for online sales of products and/or services, in real time.

4.2. The services provided by the Partner on the Platform to the Shopper may consist of (i) the possibility of interacting in the lives, sending comments and/or questions to the filmmakers; (ii) possibility of contact through the Platform between the Shopper and the Partner, enabling the execution of purchase and sale transactions, to be handled directly between the Shopper and the Partner.

4.3. The Platform allows the Shopper to pay the price directly to the Seller, under the terms and conditions presented by the Seller, without the intervention of MIMO LIVE SALES. MIMO LIVE SALES does not provide any products or services advertised by users on the Platform, serving only as an intermediary between the parties.

4.4. For all purposes, the purchase and sale of products is only formalized after the product has been posted by the Seller. MIMO LIVE SALES is not responsible for the sale of products, including logistics, product exchange, returns and any complaints by Shoppers, which are the responsibility of the Partner.

5. Access and Use of the MIMO LIVE SALES Platform

5.1. These Terms and Conditions of Use for Services in the Partner Environment must always be interpreted in conjunction with the Privacy Notice for Services in the Environment of the Partners of MIMO LIVE SALES Privacy Notice.

5.2. To access all the features of the Platform, the Shopper must register, which is free and allowed only for individuals.

5.3. The Shopper's data required to register on the Platform are the Shopper's name, e-mail, telephone number and password ('Registration Information'), and MIMO LIVE SALES guarantees its Users that all passwords registered on the Platform are encrypted. For more information on the treatment of this data, see our Privacy Notice for Services in the Partner Environment.

5.4. The registration can be carried out by filling in the Registration Information directly on the Platform or with the social login, through a link to the Shopper's Facebook or Gmail registration; so that the Shopper's name and e-mail will be automatically captured, and he/she must only register a password.

5.5. The Shopper will access your account by providing the registered email and password.

5.6. The Shopper agrees that the registered password is personal and non-transferable and that it is solely his responsibility to keep it confidential, and its assignment, sharing and/or transfer to third parties is strictly prohibited.

5.7. In the event that the Shopper needs a new password, he/she must provide the registered e-mail address in order to send a password recovery link.

6. Purchase Payment

In purchases made by the Shopper on the Platform operated by the Partner, payments will not be made directly through the Platform. In this case, all arrangements for payment and delivery of the goods must be handled directly between the Shopper and the partner, without connection by MIMO LIVE SALES.

7. User Duties

7.1. The Shopper undertakes not to do, assist in doing, or enable other people to carry out the following conduct:
a) Violate or circumvent any applicable laws or regulations, third party contracts, third party rights or these Terms, the Privacy Notice or any other document of MIMO LIVE SALES;
b) Use the MIMO LIVE SALES Services for any purpose not expressly authorized by these Terms, or in any way that falsely suggests that MIMO LIVE SALES has a partnership with, endorses or otherwise misleads third parties as to your affiliation with MIMO LIVE SALES;
c) Copying, storing, accessing or using any information, including personally identifiable information about any other User, contained on the MIMO LIVE SALES Services, in a manner inconsistent with the MIMO LIVE SALES Privacy Notice or these Terms, or that otherwise violates the privacy rights of Users and third parties;
d) Discriminate or harass any person on the basis of their race, nationality, religion, gender, gender identity, physical or mental disability, medical condition; marital status, age or sexual orientation or for any other reason, or in any other way engage in violent, harmful, abusive behavior or incite hateful or prejudiced speech;
e) Use, display, imitate or reproduce the MIMO LIVE SALES Services or any other individual internal element thereof, the MIMO LIVE SALES name, any brand, logo or other proprietary information; or the layout and design of any page or form contained on a MIMO LIVE SALES page, without the express written consent of MIMO LIVE SALES;
f) Smear or damage the MIMO LIVE SALES brand in any way, register and/or use MIMO LIVE SALES or derivative terms in domain names, trademarks or other identifiers, or register and/or use domain names, trademarks or other identifiers of origin that closely imitate or are confusingly similar to the domains, brands, slogans, promotional campaigns and visual identity of MIMO LIVE SALES;
g) Use robots, “spider”, “crawler”, “scraper” or other automatic means or process to access, collect data or other content, or interact with the MIMO LIVE SALES Services for any unauthorized purpose;
h) Bypass, remove, disable, impair, decode, or attempt to circumvent any technological measure that has been implemented by MIMO LIVE SALES or any of MIMO LIVE SALES' providers, or any other third party to protect the MIMO LIVE SALES Services;
i) Attempt to decipher, decompile, disassemble or reverse engineer any software used to provide the MIMO LIVE SALES Services;
j) Take any action that causes damage or adversely affects, or that may cause damage or adversely affect the performance or proper functioning of the Services of MIMO LIVE SALES;
k) Violate or infringe the right of any person or cause harm to any person; and
l) Use the Platform to commit crimes.

7.2. The identification by MIMO LIVE SALES of the practice by the Shopper of any conduct listed in item 7 will authorize the immediate exclusion of the Shopper from the Platform, being banned from using any Service and from performing a new registration, at the sole discretion of MIMO LIVE SALES.

8. Intellectual property

8.1. The Platform and all aspects of the Services are the exclusive property of MIMO LIVE SALES and/or the Partner and its suppliers, as the case may be, and are protected under the laws of Brazil and international intellectual property laws. On the other hand, each User is solely and exclusively responsible for the intellectual property and author rights inherent to the contents published by them on the Platform.

8.2. Subject to compliance with these Terms of Use, MIMO LIVE SALES grants the Shopper a personal, non-exclusive, non-transferable, non-advertising, revocable and limited right to access and use the Platform and Services. All rights in and to the Platform and Services that are not expressly granted in these Terms are hereby reserved and held by MIMO LIVE SALES. Shopper agrees to abide by all copyright notices, information, and restrictions contained in the Services and any content made available on the Platform, even if available for Shopper access. Shopper agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display or perform, publish, adapt, edit, create derivative works from or otherwise exploit the Services or any content posted by Seller or the Host or by another Shopper without the consent of the respective owners or in any other way that violates any rights of third parties.

8.3. To the extent that the Services expressly authorizes you to do so, Shopper may download or copy the content and other items displayed on the Platform for download, but only for your personal use in accordance with these Terms and only if you keep all copyright, and other notices contained in these items. Copying or storing any content for any non-personal, non-commercial use in accordance with these Terms of Use is expressly prohibited without prior written permission from MIMO LIVE SALES or the copyright holder identified in the item's copyright notice.

9. Data protection

9.1. MIMO LIVE SALES adopts a Privacy Notice, which may be changed and updated whenever necessary, which will be previously communicated to Users, including for the collection of a new acceptance. The Privacy Notice provides for any and all disclosure or use of personal data. By using the Platform services, you declare that you have read, understood and agreed to the terms of the Privacy Notice. In case of doubts or additional information about how MIMO LIVE SALES treats personal data, consult the Privacy Notice.

10. Limitations of liability

10.1. MIMO LIVE SALES will not be liable, under any circumstances, for any direct, indirect, lost profits, punitive, incidental, special, consequential, exemplary or other damages, including, without limitation, damages for coverage or loss of use, data, revenue or profits, arising out of or in any way directly related to the use or performance of the MIMO LIVE SALES Platform, such as delay or inability to use the Platform, or for any other content, whether based on contract, negligence, strict liability, lack of any recourse to achieve its essential purpose, even if MIMO LIVE SALES or any of its suppliers have been advised of the possibility of damages.

10.2. Shopper understands and agrees that he is personally responsible for his own use of the Platform. In case of misuse or inability to use the Platform or any violation of these Terms of Use, Shopper agrees to indemnify, defend and hold harmless MIMO LIVE SALES and its respective officers, partners, directors, employees, agents, lawyers, contractors, business partners, agents and third party information providers from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages) and reasonable attorneys' fees.

10.3. If, notwithstanding any other provisions of these Terms of Use, it is determined that MIMO LIVE SALES shall assume any liability to a User or any third party for any loss, damage or loss, Shopper agrees that the entire liability of MIMO LIVE SALES and its officers, partners, directors, employees, agents, lawyers, contractors, business partners, agents and third-party information providers, in all cases, be limited to the amount of the commission retained by MIMO LIVE SALES on sales made in the last 12 (twelve) months, excluding the amounts paid to the Seller and, eventually, to the Host.

Some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to Shopper.

11. Disclaimer of Warranties

11.1. The Service and Platform are provided 'as is' and 'as available', without any warranty of any kind, express or implied, as to performance. Use of the Services is at the Shopper's own risk. MIMO LIVE SALES and its officers, partners, directors, employees, agents, lawyers, contractors, business partners, agents and third-party information providers and any other person involved in the creation, production or delivery of the Platform and Services; (i) do not assume any responsibility or liability for the accuracy, suitability, completeness or usefulness of the Services and (ii) do not guarantee that (a) the Services will be safe or available at any particular time or place; (b) any defects or errors will be corrected; (c) any content or software available on or through the Services is free of viruses, worms, trojans or other harmful external components; or (d) the results of using the Services will satisfy Shopper's purposes or expectations.

11.2. MIMO LIVE SALES adopts all the measures required by law and the best security practices to protect its Platform and its content against third-party computer attacks. However, it cannot guarantee that unauthorized third parties may not be aware of the conditions, characteristics and circumstances in which the Shopper accesses its user account. Consequently, MIMO LIVE SALES will not, under any circumstances, be liable for any damages that may arise from such unauthorized access. By using the Platform, Shopper agrees not to hold MIMO LIVE SALES or any of its officers, partners and directors liable for any loss or damage of any nature that Shopper has suffered as a result of misappropriation, interception, deletion, destruction or use of its data and personal data on the Platform.

12. Termination, Suspension and Exclusion

12.1 MIMO LIVE SALES or the Partner may terminate Shopper's access to all or any part of the Services at any time, with or without cause; with or without notice, with immediate effect, guaranteeing the Shopper's access to his/her information and data for a period of 30 (thirty) days after termination. After this period, all information associated with the Shopper's account will be destroyed and cannot be recovered. Upon termination of Shopper's account, the right to use all or any part of the Services, all licenses and other rights granted through these Terms for such parts of the Services will terminate immediately.

12.2 The Shopper may also terminate these Terms of Use by terminating its Registration at any time, the same provisions as in item 12.1 being applicable. To do so, the Shopper must follow the instructions contained in the Platform.

12.3 All provisions of these Terms of Use which, by their nature or by determination of these Terms, must survive termination will remain valid and effective upon termination.

13. General Provisions

13.1. Except for what may be supplemented by MIMO LIVE SALES standards, guidelines and policies, such as, for example, the Privacy Notice, which is part of these Terms of Use, these Terms of Use constitute the entire agreement between MIMO LIVE SALES and the Shopper with respect to the object dealt with herein, and prevails over any and all previous oral or written agreement between the Shopper and MIMO LIVE SALES regarding the access and use of the Platform operated by the Partner.

13.2. The nullity or ineffectiveness of any of the provisions of these Terms of Use will not affect the validity and effectiveness of the other provisions, which will be fully complied with, and the parties are obliged to use their best efforts in order to validly achieve the same effects of the provision that has been canceled or has become ineffective.

13.3. Any tolerance by MIMO LIVE SALES or by the Partner regarding delay, non-compliance or inaccurate compliance with any of the provisions of these Terms of Use will not be interpreted or understood as a waiver of any right, it will not prejudice the right to demand compliance with the obligation assumed and shall not constitute novation.

13.4. Shopper may not assign, transfer or delegate these Terms of Use and the rights and obligations arising therefrom without the prior and express written consent of MIMO LIVE SALES. MIMO LIVE SALES, in turn, may assign, transfer or delegate these Terms of Use and the rights and obligations arising therefrom, including personal data, with the express consent of the Owners of such data, and provided that it communicates to the Shopper in advance of 15 (fifteen) days.

13.5. All notices, communications and notifications will be made electronically and sent by MIMO LIVE SALES by email, by notification by the Platform or by messaging services.

13.6. Any and all disputes related to these Terms of Use, the Privacy Notice, Cookies, your use of the Platform and any other MIMO LIVE SALES content are governed by and will be interpreted in accordance with Brazilian law; disregarding any conflicts between legal clauses. Shopper consents to the exclusive jurisdiction of the jurisdiction of the Judicial District of São Paulo, State of São Paulo, Brazil; for any dispute arising out of or related to these Terms of Use, the Privacy and Cookies Notice, your use of the Platform or any other content owned by MIMO LIVE SALES.

14. Contact

Contact us through the channels available on the Platform or by email hi@mimo.com.br and we will respond promptly.