Terms and Conditions

Legal Agreement

These Terms and Conditions constitute a legally binding agreement between you and Nimbus Tract. By accessing our website or engaging with our services, you acknowledge that you have read, understood, and agree to be bound by these terms.

Please read these terms carefully before using our services. If you do not agree with any provision, you must not use our website or services.

Last Updated: November 2024

Definitions

For the purposes of these Terms and Conditions:

"Company," "We," "Us," or "Our" refers to Nimbus Tract
"You" or "User" refers to the individual or entity accessing our services
"Services" refers to all services provided by Nimbus Tract, including but not limited to our website, consultations, and marketing services
"Content" refers to all text, images, data, and other materials available through our services
"Agreement" refers to these Terms and Conditions along with our Privacy Policy

User Obligations and Responsibilities

1. Compliance with Laws

You agree to use our services in compliance with all applicable local, state, national, and international laws and regulations. You are solely responsible for ensuring your use complies with all relevant legal requirements.

2. Accurate Information

You agree to provide accurate, current, and complete information when communicating with us or using our services. You must promptly update any information that becomes inaccurate or outdated.

3. Prohibited Conduct

You agree not to engage in any of the following prohibited activities:

Using our services for any illegal or unauthorized purpose
Violating any applicable laws or regulations
Infringing on intellectual property rights of Nimbus Tract or third parties
Transmitting harmful code, viruses, or malicious software
Interfering with the proper functioning of our services
Attempting to gain unauthorized access to our systems
Impersonating another person or entity
Harassing, threatening, or defaming others
Collecting or storing personal data of other users

4. Professional Conduct

When engaging with our services, you agree to maintain professional and respectful conduct in all communications and interactions.

5. Confidentiality

You agree to maintain the confidentiality of any non-public information shared during our professional engagement and not to disclose such information without our prior written consent.

Liability and Warranties

Disclaimer of Warranties

Our services are provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, we disclaim all warranties, whether express, implied, or statutory, including but not limited to:

Implied warranties of merchantability and fitness for a particular purpose
Warranties of accuracy, reliability, or completeness of information
Warranties that our services will be uninterrupted or error-free
Warranties regarding the results that may be obtained from using our services

Limitation of Liability

To the maximum extent permitted by law, Nimbus Tract shall not be liable for any:

Indirect, incidental, special, consequential, or punitive damages
Loss of profits, revenue, data, or business opportunities
Damages resulting from your use or inability to use our services
Damages resulting from unauthorized access to your data
Damages resulting from reliance on information obtained through our services

Our total aggregate liability under these terms shall not exceed the amount paid by you for services in the twelve months preceding the claim, or R$1,000 (one thousand Brazilian reais), whichever is greater.

Consequential Damages Exclusion

In no event shall Nimbus Tract be liable for any consequential, indirect, or incidental damages, even if we have been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for consequential damages, so the above limitations may not apply to you.

Indemnification

You agree to indemnify, defend, and hold harmless Nimbus Tract, its officers, directors, employees, agents, affiliates, and partners from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

Your use or misuse of our services
Your violation of these Terms and Conditions
Your violation of any rights of another party
Your violation of any applicable laws or regulations
Any content you submit or transmit through our services

This indemnification obligation will survive the termination of these Terms and Conditions and your use of our services.

Payment Terms and Fees

Service Fees

Fees for our services are outlined in individual service agreements. All fees are quoted in US dollars (USD) unless otherwise specified and are subject to change with notice.

Payment Terms

Payment terms, including schedules and methods, are specified in service agreements. Unless otherwise agreed, payment is due within 30 days of invoice date.

Late Payments

Late payments may be subject to interest charges at the rate of 1% per month or the maximum rate permitted by law, whichever is less.

Refunds

Refund policies are specified in individual service agreements. Generally, fees are non-refundable once services have commenced.

Intellectual Property Rights

Ownership of Materials

All materials created by Nimbus Tract, including strategies, frameworks, presentations, and deliverables, remain our intellectual property unless explicitly transferred through a written agreement.

Client Materials

You retain ownership of all materials you provide to us. By providing materials, you grant us a license to use them solely for the purpose of delivering our services to you.

Work Product

Upon full payment, clients receive a license to use deliverables created specifically for them. The scope of this license is defined in individual service agreements.

Confidentiality

Both parties agree to maintain the confidentiality of proprietary and confidential information disclosed during the course of our professional relationship.

Confidential information includes, but is not limited to:

Business strategies, plans, and financial information
Technical data and processes
Customer and supplier information
Marketing and sales strategies
Any information marked or identified as confidential

This obligation continues for three years after termination of our relationship, unless otherwise agreed in writing.

Termination

Termination by Either Party

Either party may terminate an engagement as specified in the relevant service agreement. Website access may be terminated immediately for violation of these terms.

Effect of Termination

Upon termination, you must cease all use of our services and materials. Obligations regarding payment, confidentiality, and indemnification survive termination.

Outstanding Obligations

Termination does not relieve you of obligations to pay for services rendered prior to termination.

Legal Information and Dispute Resolution

Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil, specifically the laws of the State of São Paulo, without giving effect to any principles of conflicts of law.

Jurisdiction

You agree that any legal action or proceeding arising out of or relating to these Terms and Conditions shall be instituted exclusively in the courts of São Paulo, Brazil. You consent to the jurisdiction of such courts and waive any objection to venue.

Dispute Resolution Procedures

In the event of any dispute, claim, or controversy arising from these terms:

The parties agree to first attempt resolution through good faith negotiations
If negotiations fail within 30 days, parties may pursue mediation
If mediation is unsuccessful, either party may pursue formal legal remedies

Costs and Fees

In any dispute, the prevailing party may be entitled to recover reasonable attorneys' fees and costs, as determined by the court or arbitrator.

Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to:

Natural disasters (earthquakes, floods, fires, storms)
War, terrorism, or civil unrest
Government actions or regulations
Labor disputes or strikes
Failure of utilities or communication systems
Pandemics or health emergencies

The affected party must provide prompt notice of the force majeure event and make reasonable efforts to mitigate its effects.

General Provisions

Entire Agreement

These Terms and Conditions, together with our Privacy Policy and any executed service agreements, constitute the entire agreement between you and Nimbus Tract and supersede all prior agreements and understandings.

Severability

If any provision of these terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

Waiver

No waiver of any provision of these terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to assert any right under these terms shall not constitute a waiver of that right.

Assignment

You may not assign, transfer, or delegate any of your rights or obligations under these terms without our prior written consent. We may assign these terms without restriction.

Notices

All notices under these terms must be in writing and sent to the addresses provided in the contact section. Notices are deemed delivered when received.

Relationship of Parties

These terms do not create any partnership, joint venture, employment, or agency relationship between you and Nimbus Tract.

Headings

Section headings in these terms are for convenience only and have no legal or contractual effect.

Terms Modification Policy

We reserve the right to modify these Terms and Conditions at any time. Changes will be effective upon posting to our website with an updated effective date.

Material changes will be communicated through prominent notice on our website or via email to registered users. Your continued use of our services after such modifications constitutes acceptance of the updated terms.

If you do not agree to modified terms, you must discontinue use of our services. Service agreements in effect at the time of modification remain subject to the terms agreed upon at execution.