Terms and Conditions of Use

1. Identification and acceptance

1.1. The Kliper platform (also referred to as KliperMedia or the Platform), accessible at klipermedia.com.br and its subdomains, is operated by ARCH B TECNOLOGIA LTDA, registered with the Brazilian National Register of Legal Entities (CNPJ) under No. 47.384.663/0001-10, headquartered at SQS 214, Bloco F, Apt 607, Asa Sul, Brasília - DF, CEP 70.293-060, hereinafter Kliper.

1.2. These Terms and Conditions of Use (the Terms) are the instrument governing access to and use of the Platform, its web interfaces, its API and all information products derived from it.

1.3. By creating an account, signing in or using any feature of the Platform, the User declares that they have read, understood and fully accept these Terms and the Privacy Policy, which is an inseparable part of them.

1.4. Where access is made on behalf of a legal entity or of a body or entity of the Public Administration, the User declares that they hold sufficient powers to bind the institution they represent.

1.5. Anyone who does not agree with any provision of these Terms must refrain from using the Platform.

2. Definitions

3. Purpose and scope of the service

3.1. Kliper grants the Client a non-exclusive, non-transferable, revocable licence of use, limited to the contracted term, to access the Platform as software as a service (SaaS), without transfer of ownership of software, source code or infrastructure.

3.2. The scope comprises, according to the applicable plan or contract:

• continuous capture of content in print, web, radio and television media and, where technically feasible, social networks, blogs and specialised portals;
• transcription of audio and video with time stamps and a clip of the cited excerpt;
• high-resolution facsimiles of covers and pages of print publications;
• filtering by keywords and topics, classification, organisation into subject folders and elimination of duplicates, indicating the outlets that republished the same article;
• classification of tone as positive, neutral or negative, with an editorial rationale;
• a daily clipping in PDF, immediate alert bulletins and a monthly analytical report;
• a continuously available digital archive, with text and Boolean search (E, OU, NÃO, exact and partial phrase), combined filters, sorting, export and printing;
• a remote access interface, with support for multimedia content and integrations through an API.

3.3. The Platform is a tool for organising, analysing and evidencing journalistic content produced by third parties. Kliper does not produce news, does not edit the outlets' content and is not responsible for the truthfulness, accuracy or content of the captured material.

3.4. The services are provided predominantly remotely, with no need to install equipment or software in the Client's environment.

4. Public procurement and order of precedence

4.1. In contracts governed by Brazilian Law No. 14,133/2021 and, within the State of Minas Gerais, by Decree No. 48,587/2023, the following prevail, in this order, in case of conflict:

1. the applicable legislation and the normative acts of the oversight and regulatory bodies;
2. the call for tenders and its annexes, including the terms of reference and the Results Measurement Instrument;
3. the administrative contract and its amendments and annotations;
4. the commercial proposal accepted by the Administration;
5. these Terms and Conditions of Use, to the extent they do not conflict with the foregoing.

4.2. The prerogatives of the Administration provided for in arts. 104 and 137 of Law No. 14,133/2021 are expressly reserved, among them oversight of performance, the application of sanctions, the deduction arising from the IMR, unilateral amendment within legal limits and termination of the contract.

4.3. Unless expressly provided for in the contractual instrument, the clauses of these Terms on limitation of liability, unilateral change of conditions, choice of a forum other than the legal one, waiver of rights and dispute resolution by arbitration do not apply to public contracts.

4.4. Kliper undertakes to observe, throughout performance, the contractor's obligations set out in the call for tenders and the contract, in particular the duty to keep confidential all information obtained as a result of the agreement, to maintain the qualification conditions and to comply with the regular instructions of the contract's inspector and manager.

5. Registration, accounts and credentials

5.1. Access requires registration with true, complete and up-to-date information. The Client is responsible for keeping the contact details of its Users and of its representative up to date.

5.2. Authentication is by password, by a one-time code (OTP) sent to the registered e-mail address or by federated login with an identity provider. Credentials are personal, individual and non-transferable.

5.3. Sharing credentials is prohibited. Individual accounts are a condition of the traceability of changes and of the segregation of responsibilities; the prohibition on sharing does not limit the number of Users, sessions or accesses granted to the Client where the plan or contract provides for unlimited use.

5.4. The Client assigns each User an access profile (viewing, operation or administration of the organisation) and is responsible for reviewing them periodically and for revoking the access of people who leave or change roles.

5.5. The Client is responsible for acts performed with its Users' credentials, except for a proven security failure attributable to Kliper.

5.6. Suspected compromise of a credential must be reported immediately to admin@klipermedia.com.br, which will take the appropriate containment measures.

6. Plans, contracting and payment

6.1. The features, limits and prices of each plan are those published on the Platform at the time of contracting or those defined in the specific contractual instrument, which prevails.

6.2. In private contracts, remuneration is due at the contracted frequency; a delay of more than 15 (fifteen) days, after notice, authorises suspension of access, with the archive preserved for the return period provided for in clause 16.3.

6.3. Price adjustments will observe a minimum interval of 12 (twelve) months, by the variation of the IPCA/IBGE index or the index set in the contract.

6.4. Right of withdrawal. A natural person contracting as a consumer outside a commercial establishment is guaranteed the right to withdraw from the contract within 7 (seven) calendar days from acceptance or first access, with full refund of the amounts paid, under art. 49 of the Brazilian Consumer Protection Code.

6.5. In public contracts, payment, measurement, provisional and final acceptance and withholdings or deductions follow exclusively the call for tenders and the contract, including the proportional discount determined by the IMR.

7. Service levels and measurement of results

7.1. Kliper endeavours to keep the Platform available 24 (twenty-four) hours a day, every day of the week, with a monthly availability target of 99.5%, excluding scheduled maintenance windows and the cases in clause 7.6.

7.2. The information products observe the following deadlines, subject to the provisions of the specific contract:

7.3. Scheduled maintenance will be announced at least 48 (forty-eight) hours in advance and carried out, whenever possible, outside the hours of 06:00 to 22:00, Brasília time.

7.4. In public contracts, performance is assessed using the IMR provided for in the call for tenders, determined by the contract's inspector. Any deduction is calculated by the contractual formula — a discount percentage equal to the ratio between the score not achieved and the maximum score, multiplied by the percentage ceiling set in the instrument — and does not exclude the application of the appropriate administrative sanctions.

7.5. Media monitoring is an obligation of means as to coverage. No market solution captures the entire universe of information; Kliper undertakes to cover the outlets defined in the contract, to add new outlets at the Client's discretion within the agreed limits and to improve the parameters continuously.

7.6. Events arising from unforeseeable circumstances or force majeure, from the Client's connectivity failure, from an act of a third party, from unavailability, technical blocking, a change in access policy or discontinuation of the monitored outlet, and from an order of a competent authority are not counted as unavailability.

8. Monitored content and copyright

8.1. Monitored Content is the work of third parties. Ownership of copyright, related rights and image rights remains entirely with the respective authors, journalists, outlets and rights holders, under Brazilian Law No. 9,610/1998.

8.2. Capture and reproduction on the Platform are intended for institutional follow-up, information, accountability and the defence of the Client's legitimate interests, in compliance with art. 8, IV, and art. 46, I, "a", and VIII, of Law No. 9,610/1998, which exclude from copyright protection the use of news and press information and permit, respectively, reproduction in the press with mention of the author and the source and the quotation of short excerpts.

8.3. Permitted use. The Client may consult, search, print, export and circulate internally the Monitored Content and the reports derived from it, including to support administrative proceedings, render accounts to oversight bodies and inform institutional decisions.

8.4. Prohibited use. The Client and its Users may not republish, sell, license, redistribute to third parties outside the institution, incorporate into advertising or make publicly available the Monitored Content without the authorisation of the respective rights holder. Public dissemination by the Client is its sole responsibility.

8.5. Facsimiles, audio and video clips and transcripts are provided as a means of verifying and evidencing the mention, and not as substitutes for acquiring the content from the outlet.

8.6. Kliper does not circumvent technical access controls. Paywalls, restrictions declared in robots.txt and the outlets' terms of use are respected; subscription content is accessed only with a legitimately held credential supplied by the Client, which is responsible for the scope of the licence contracted with the outlet.

8.7. Notice and removal. Copyright holders and people mentioned in Monitored Content may request the removal, correction or restriction of display of a specific item by writing to admin@klipermedia.com.br, identifying the material precisely. Kliper will respond within 10 (ten) business days, in compliance with art. 19 of Brazilian Law No. 12,965/2014 and subject to keeping a copy for the purposes of defence and compliance with a legal obligation.

8.8. Transcripts, summaries and classifications are produced by automated means and may contain inaccuracies. The original source always prevails, and access to it is indicated on the Platform itself.

9. Automated processing and artificial intelligence

9.1. The Platform uses automatic speech recognition, natural language processing and language models to transcribe, summarise, classify tone and detect crisis situations.

9.2. The results are decision support. They are not a legal opinion, an audit, an expert report or an administrative decision, and must be validated by the Client before supporting an act with external effect.

9.3. The Client may request human review of any automated classification through the support channels, without prejudice to the right of review provided for in art. 20 of Brazilian Law No. 13,709/2018.

9.4. Kliper does not authorise the use of Monitored Content or Client Data to train third-party models and contracts its artificial intelligence providers on terms that expressly prohibit such use.

9.5. Aggregate metrics and anonymised statistics, from which no natural person or the Client can be identified, may be used to assess quality and improve the service.

10. Acceptable use and prohibited conduct

10.1. The User may not, directly or indirectly:

• use the Platform for an unlawful, defamatory or discriminatory purpose or one contrary to public order;
• attempt to obtain unauthorised access to accounts, organisations, environments or data of third parties;
• reverse engineer, decompile, extract source code or attempt to replicate the Platform, except in the cases of art. 6 of Brazilian Law No. 9,609/1998;
• carry out automated scraping, mass scanning or use of bots outside the authorised interfaces and API limits;
• resell, sublicense, assign access or provide services to third parties based on the Platform without written authorisation;
• introduce malicious code, cause deliberate overload or degrade the availability of the service;
• remove, conceal or alter trademarks, authorship notices, outlet credits or operational records;
• enter into the Platform sensitive, confidential or court-sealed personal data without a legal basis and without prior notice to Kliper.

10.2. Breach of this clause authorises immediate suspension of access, without prejudice to civil and criminal liability and, in public contracts, to notice to the contract manager.

11. Intellectual property

11.1. The software, architecture, data models, interfaces, documentation, visual identity and the Kliper brand are the exclusive property of Kliper and are protected by Brazilian Laws No. 9,609/1998 and No. 9,610/1998 and by Law No. 9,279/1996.

11.2. These Terms do not transfer any intellectual property right over the Platform, only the right of use described in clause 3.1.

11.3. Client Data — including the briefing, keywords, subject folders, monitored profiles and settings — remain the exclusive property of the Client, which grants Kliper a limited licence to host, process and display them strictly to the extent necessary to provide the service.

11.4. The reports, analyses and compilations produced by the Platform for the Client are delivered with a full and perpetual right of institutional use by the Client, subject to third-party rights over the Monitored Content reproduced in them.

11.5. Suggestions and opinions voluntarily sent about the operation of the Platform may be incorporated into the product without giving rise to any obligation of consideration, and without transfer of ownership of Client Data.

12. Confidentiality and secrecy

12.1. Each party undertakes to keep confidential all information to which it has access by reason of the contractual relationship, using it exclusively to perform the contract.

12.2. The confidentiality obligation binds employees, representatives, subcontractors and other collaborators, survives for 5 (five) years after the end of the relationship and, as regards personal data and information classified under Brazilian Law No. 12,527/2011, for the legal period of access restriction.

12.3. Disclosure required by law, by court order or by request of a competent authority is not a breach; in that case the requested party will notify the other in advance, unless legally prohibited.

12.4. Kliper does not disclose the names of its public or private clients as a commercial reference without prior written authorisation.

13. Protection of personal data

13.1. The processing of personal data is governed by the Privacy Policy and by Brazilian Law No. 13,709/2018 (LGPD).

13.2. As regards data processed on behalf and on the instructions of the Client — monitoring parameters, content captured in the Client's institutional interest and data of its Users — the Client is the controller and Kliper is the processor, under art. 5, VI and VII, of the LGPD, consistently with the data protection clause of the administrative contract.

13.3. As regards registration, billing, security and browsing data on its public pages, Kliper acts as controller.

13.4. Kliper processes personal data only in accordance with the Client's documented instructions and the purposes of the contract; it does not share it with third parties without express authorisation, except for a legal or regulatory obligation, and does not use it for a purpose incompatible with the one contracted.

13.5. The parties will appoint a data protection officer or an equivalent representative for communications on the matter. Kliper's data protection officer is named in clause 22.

14. Security, audit and incidents

14.1. Kliper adopts technical and administrative measures capable of protecting the data, under art. 46 of the LGPD and Decree No. 8,771/2016, among them: encrypted transport (TLS) on the Platform's interfaces; operational secrets kept outside the source code, with restricted access; no storage of connector credentials and access tokens until a vault with encryption at rest is in place; storage of passwords exclusively by a salted cryptographic hash function; access control by profile; logical isolation between organisations; a record of changes to monitoring configuration and of alert and clipping deliveries; and vulnerability management.

14.2. The controls are referenced to the standards ABNT NBR ISO/IEC 27001 and 27002, the privacy extension ISO/IEC 27701 and ISO/IEC 27018 for personal data in the cloud. Adopting these references is not, in itself, a statement of certification; any certifications obtained will be published on the Platform with their scope.

14.3. Incident notification. On detecting a security incident relating to personal data processing operations, Kliper will notify the Client electronically within 3 (three) business days, with the information needed to assess the risk, and will support the Client in notifying the Brazilian National Data Protection Authority (ANPD) and the data subjects, where appropriate.

14.4. Right of audit. The Client may follow, monitor, audit and inspect Kliper's compliance with its obligations as processor, with 15 (fifteen) days' prior notice, during business hours and without compromising the security of other clients. In public contracts, inspection follows the contract's regime and requires no notice where the law so provides.

14.5. Responsible disclosure of vulnerabilities is encouraged and should be sent to admin@klipermedia.com.br. Kliper will take no action against anyone who reports flaws in good faith, without exfiltrating data, without degrading the service and without prior disclosure.

15. Suspension and restriction of access

15.1. Kliper may suspend access, in whole or in part, where there is: a concrete risk to the security of the Platform or of third parties; a breach of clause 10; default under clause 6.2; or an order of a competent authority.

15.2. Suspension will be preceded by notice and a reasonable period to remedy, except in cases of imminent risk, court order or legal requirement, in which case notice will be given immediately afterwards.

15.3. Suspension does not affect the duty to keep the data or the right of return provided for in clause 16.3.

16. Term, termination and return of data

16.1. These Terms remain in force for as long as the Client has access to the Platform, subject to the term of the plan or of the administrative contract.

16.2. The relationship ends on expiry of the term, by mutual agreement, by termination without cause on 30 (thirty) days' notice in private contracts, or for breach of contract, with due process and full defence guaranteed in public contracts.

16.4. Once the return period has elapsed and the legal retention periods have expired, the data are permanently deleted from the production and backup environments, with a certificate of deletion provided to the Client on request.

16.5. The clauses on confidentiality, intellectual property, data protection, liability and jurisdiction survive termination.

17. Liability of the parties

17.1. Kliper is liable for defects and damage arising from the provision of the service, under the Brazilian Civil Code and, where applicable, the Consumer Protection Code and Law No. 14,133/2021.

17.2. Kliper is not liable for: the content, accuracy or lawfulness of Monitored Content produced by third parties; the unavailability, alteration or discontinuation of a monitored outlet or source; institutional, editorial or communication decisions taken by the Client on the basis of the analyses; connectivity, equipment or configuration failures in the Client's environment; and use of the credentials by a person authorised by the Client.

17.3. In private business-to-business contracts, Kliper's total liability for losses and damages, per event or series of related events, is limited to the amount actually paid by the Client in the 12 (twelve) months preceding the triggering event.

17.5. The Client is responsible for the lawfulness of the monitoring parameters it defines, for the use it makes of the Monitored Content and for obtaining the necessary authorisations from the outlets whose subscription access it provides to Kliper.

18. Accessibility

18.1. The Platform is developed in accordance with WCAG 2.1, level AA, Brazilian Law No. 13,146/2015 (Brazilian Inclusion Law) and Decree No. 5,296/2004, including minimum contrast, full keyboard navigation, visible focus, screen-reader semantics and respect for the reduced-motion preference.

18.2. Accessibility barriers found may be reported to contato@klipermedia.com.br and are handled as a priority.

19. Changes to these Terms

19.1. These Terms may be changed to reflect legal, regulatory or technical changes or changes in the scope of the service.

19.2. Relevant changes will be announced at least 30 (thirty) days in advance, by a notice on the Platform and by a message to the Client's contact e-mail address, stating the date of entry into force and what changed.

19.3. Use of the Platform after the date of entry into force constitutes acceptance of the new version. If it disagrees, the Client may end the relationship before that date, with the right to the return of the archive under clause 16.3 and to a proportional refund of amounts paid in advance.

19.4. In public contracts, a change to a contractual condition requires an amendment or annotation, under arts. 124, 132 and 136 of Law No. 14,133/2021; merely updating these Terms does not change the contract.

19.5. Previous versions remain available on request to admin@klipermedia.com.br.

20. General provisions

20.1. Independence. These Terms do not create any corporate, associative, employment or agency relationship between the parties.

20.2. Assignment. The Client may not assign its contractual position without Kliper's written consent. Kliper may assign it in the event of a corporate reorganisation, with prior notice and full preservation of the contracted conditions and of the level of data protection; in public contracts, assignment follows art. 121 of Law No. 14,133/2021.

20.3. Subcontracting. The use of infrastructure, communication and processing providers is permitted, with Kliper remaining fully liable to the Client. The processors in use are listed in the Privacy Policy.

20.4. Tolerance. Failure to enforce any obligation does not constitute novation, waiver or forgiveness.

20.5. Partial invalidity. The invalidity of one clause does not affect the others, which remain in full force.

20.6. Entire agreement and language. These Terms, the Privacy Policy and the specific contractual instrument constitute the entire agreement between the parties. In case of translation, the Brazilian Portuguese version prevails.

20.7. Force majeure. Neither party is liable for non-performance arising from unforeseeable circumstances or force majeure, under art. 393 of the Civil Code, and must notify the other and make efforts to mitigate the effects.

21. Governing law and jurisdiction

21.1. These Terms are governed by the laws of the Federative Republic of Brazil, with art. 11 of Law No. 12,965/2014 applying to any collection, storage and processing operation carried out in Brazilian territory.

21.2. The courts of the District of Belo Horizonte, State of Minas Gerais, are chosen, with the following exceptions:

• Public Administration: the forum provided for in the applicable legislation and in the administrative contract prevails, as a rule that of the seat of the contracting body or entity;
• Consumer relationships: the forum of the consumer's domicile prevails, under art. 101, I, of the Consumer Protection Code.

21.3. Before going to court, the parties will seek an amicable settlement of disputes, including by conciliation or mediation, under arts. 151 to 154 of Law No. 14,133/2021 where the Public Administration is involved.

22. Contact channels

23. Organisation address and misuse of identifiers

23.1. Each organisation receives a unique address on the platform — the identifier that forms the public URL of its archive, in the form kliper.media/example. The address is assigned when the organisation is created and is exclusive across the whole platform: two clients cannot hold the same address.

23.2. First come, first served. Available addresses are assigned to whoever requests them first, subject to clauses 23.3 to 23.6.

23.3. Correspondence with the verified domain. Creating an organisation requires the verification of an e-mail address. Where the requested address corresponds to the name, acronym or institutional domain of a third party's body, entity, company or brand, Kliper may make the assignment conditional on verification that the requester holds an e-mail address in the corresponding institutional domain, or on other proof of a link with the institution.

23.4. Misappropriation. It is prohibited to register an address for the purpose of blocking, reselling, renting or otherwise trading the identifier, or of impersonating an institution, body, company or person that the holder does not represent. An account created solely to hold an address, without effective use of the platform, constitutes misappropriation.

23.5. Claim by a legitimate third party. An institution, body or brand owner that considers that an address in use improperly reproduces its name, acronym or brand may submit a reasoned claim to admin@klipermedia.com.br, accompanied by proof of its legitimacy. Kliper will examine the request, hear the current holder of the address and, if misappropriation is confirmed, may release the address to the claimant or rename the organisation that holds it.

23.6. Reserved addresses. Kliper keeps reserved the identifiers needed for the platform to function and those whose assignment to a third party could mislead the public. A reserved address may be released upon the proof provided for in clause 23.3.

23.7. Renaming preserves existing links. Renaming an organisation, by the Client's decision or in compliance with clause 23.5, does not interrupt access to the archive: the previous address continues to resolve during the grace period stated at the time of the change, after which it returns to the pool of available addresses.

23.8. The address is an access identifier and does not grant the Client any industrial property right, trademark ownership or exclusivity over the name outside the platform.

Annex — Reference regulatory framework