Agreement for the Use of Artificial Intelligence - Third Parties and Providers

ARTIFICIAL INTELLIGENCE

1. In providing the services, the CONTRACTED PARTY may use machine-based systems that, with varying degrees of autonomy and for explicit or implicit purposes, infer, from a set of data or information they receive, how to generate results, in particular predictions, content, recommendations, or decisions that may influence the virtual, physical, or real environment, as well as generate or modify texts, images, audio, videos, or software code ("Artificial Intelligence Systems").

2. The CONTRACTED PARTY represents and warrants that:

1. It has mapped all Artificial Intelligence Systems that will be or may be used in providing the services and maintains a complete and updated list of all of them, indicating the commercial name and provider of each solution, which shall be shared with HOTMART whenever requested.
2. It has carefully reviewed the terms, conditions of use, policies, and other documentation applicable to each Artificial Intelligence System, having understood all operational details, limitations, use cases, and risks associated with each of the Artificial Intelligence Systems it will use prior to its actual use.
3. It has carefully assessed, at its sole discretion and independently, and confirmed, with the assistance of external legal counsel, that all Artificial Intelligence Systems that will be or may be used in providing the services fully comply with all applicable laws, regulations, codes, or frameworks, including international standards with extraterritorial effects, such as Regulation (EU) 2024/1689 of the European Union, where applicable.
4. It has conducted prior testing to ensure that the Artificial Intelligence Systems that will be or may be used in providing the services are reliable, accurate, and secure, and will continue to conduct periodic control testing throughout the duration of the CONTRACT, immediately informing HOTMART if a given Artificial Intelligence System fails the tests conducted.
5. It will constantly monitor updates to any applicable laws, regulations, codes, or frameworks, including international standards with extraterritorial effects, to ensure that the Artificial Intelligence Systems that will be or may be used in providing the services remain in full compliance with such legal updates, and will immediately inform HOTMART if it identifies that changes in legislation are not met by the Artificial Intelligence Systems used.
6. The Artificial Intelligence Systems that will be or may be used in providing the services do not directly or indirectly infringe the intellectual property rights of third parties, including copyrights or image rights relating to the data, works, or content used to train or improve such systems. Additionally, the CONTRACTED PARTY represents that, as of the date of signature of the CONTRACT, it has no knowledge of any claim of potential infringement of third-party intellectual property rights against the providers of the respective Artificial Intelligence Systems.
7. If a given Artificial Intelligence System is made available in free version(s) and paid version(s), the CONTRACTED PARTY shall only use the paid version(s) of such Artificial Intelligence System during the provision of the services.
8. If a given Artificial Intelligence System is made available under an open-source model, the CONTRACTED PARTY shall only use such Artificial Intelligence System if its license expressly permits the commercialization of services/products derived from the use of said Artificial Intelligence System.
9. It has a written, currently effective contract executed with all providers of the Artificial Intelligence Systems that will be or may be used in providing the services.
10. It has trained all of its partners, administrators, officers, employees, and outsourced personnel who will make use of Artificial Intelligence Systems in providing the services set forth in the CONTRACT prior to using such Artificial Intelligence Systems, and conducts, and will continue to conduct, frequent training with all of them on the proper use, risks, and any prohibitions regarding the use of Artificial Intelligence Systems.
11. It will not use, nor allow the use of, any information or data shared by, or obtained from, HOTMART, including personal data and business data, for the training of Artificial Intelligence Systems, except with HOTMART's express authorization or a contractual provision to that effect.
12. It will not use any content generated by Artificial Intelligence Systems within the scope of the services provided to HOTMART for its own benefit or for the benefit of third parties.
13. All documents, products, deliverables, and/or services that are to be made available to HOTMART and that made use of Artificial Intelligence Systems have undergone testing, validation, and human review prior to delivery to HOTMART, and that periodic review routines or default features are available to enable monitoring of the behavior of the Artificial Intelligence System.
14. When using Artificial Intelligence Systems, the CONTRACTED PARTY undertakes to inform users, in a clear, transparent, and easily noticeable manner, in each of the respective documents, products, deliverables, and/or services, about the use of the Artificial Intelligence System.
15. It maintains appropriate security measures to ensure that Artificial Intelligence Systems that are not authorized or have not been mapped are not improperly used by its partners, administrators, officers, employees, and outsourced personnel.
16. It will maintain audit trails or logs of all uses of Artificial Intelligence Systems that allow verification of the exact instructions provided to the Artificial Intelligence Systems to produce the results, for the entire duration of the CONTRACT and for 5 (five) years after the termination of the CONTRACT.
17. It will promptly provide any information requested by HOTMART regarding the use of Artificial Intelligence Systems.
18. It will inform HOTMART, with at least 5 (five) business days' prior notice, of any relevant updates or changes that will be implemented in the Artificial Intelligence Systems used to provide the services. If the provider of the Artificial Intelligence Systems does not notify the CONTRACTED PARTY of relevant updates or changes prior to the timeframe above, the CONTRACTED PARTY undertakes to communicate such updates or changes to HOTMART on the same date it is informed by the provider of the Artificial Intelligence Systems.
19. It will inform HOTMART, with at least 1 (one) month's prior notice, of the discontinuation of any Artificial Intelligence Systems used in providing the services. If the provider of the Artificial Intelligence Systems does not notify the CONTRACTED PARTY of the discontinuation prior to the timeframe above, the CONTRACTED PARTY undertakes to communicate such fact to HOTMART on the same date it is informed by the provider of the Artificial Intelligence Systems.

2.1. The representations and warranties set forth in Clause 2 are true, accurate, complete, and correct as of this date, and shall remain so for as long as the CONTRACT remains in effect.

3. The intellectual property rights over all outputs or content generated by Artificial Intelligence Systems in connection with the provision of services shall belong solely and exclusively to HOTMART.

4. The CONTRACTED PARTY undertakes to constantly monitor any public information regarding the Artificial Intelligence Systems it uses, as well as their providers, in order to identify any controversies, disputes, or announcements of enforcement actions or sanctions that may arise regarding such Artificial Intelligence Systems or their providers.

4.1. Should any fact be identified as described in Clause 4, the CONTRACTED PARTY undertakes to immediately inform HOTMART, providing all known details along with an assessment of the risks that may arise from such fact. If the information is incomplete at the time of initial communication, updates regarding said failures shall be continuously provided to HOTMART as they are identified.

5. The CONTRACTED PARTY permits HOTMART, or a representative duly designated by it, to have full and unrestricted access, upon prior written request provided 48 (forty-eight) hours in advance, to the CONTRACTED PARTY's technological environment used in connection with the use of Artificial Intelligence Systems for the provision of services, including any system, computer, server, virtual machine, hardware, software, or other tool or means used. Such access shall be for the purpose of assessing compliance with the obligations set forth in the CONTRACT, it being established that the CONTRACTED PARTY shall cooperate with HOTMART or its representative by providing sufficient access and information to achieve such purpose. If violations of the provisions of this Agreement or the CONTRACT are identified, the CONTRACTED PARTY shall bear all costs necessary to immediately remedy such violations, without prejudice to any other remedies available to HOTMART.

6. Should the CONTRACTED PARTY become aware of the occurrence of any incident or problem, concrete or suspected, arising from the use of Artificial Intelligence Systems that may impact system users and/or data subjects, the CONTRACTED PARTY must immediately notify HOTMART in writing, and, in any event, no later than 24 (twenty-four) hours after becoming aware of the fact, by email to security@hotmart.com, and shall take all measures set forth under applicable law to stop such occurrence and remedy any resulting risks. If the information is incomplete at the time of initial communication, updates regarding said incidents or problems shall be continuously provided to HOTMART as they are identified.

7. The CONTRACTED PARTY undertakes to indemnify, defend, and hold harmless HOTMART, its partners, officers, administrators, employees, controlling shareholders, affiliates, as well as the successors and assigns of each of them ("Indemnified Parties") against any losses and damages, harm, costs, attorneys' fees (and fees of other experts, including expert witnesses), judicial deposits, penalties, and fines ("Losses"), without limitation, including in connection with any claims, demands, and administrative, judicial, or arbitration proceedings brought by individuals, legal entities, Government Authorities, or any third parties against the Indemnified Parties, arising directly or indirectly from: (i) any falsehood, omission, error, incompleteness, breach, or inaccuracy in the representations and warranties made by the CONTRACTED PARTY in the CONTRACT; or (ii) breach of any obligation set forth in this Agreement or in any applicable laws, regulations, codes, or frameworks, including international standards with extraterritorial effects.

8. Upon termination of the CONTRACT, the CONTRACTED PARTY undertakes to eliminate, in a secure and definitive manner and at no additional cost, HOTMART's material used in the Artificial Intelligence Systems, which includes content composed and/or originated, in whole or in part, by outputs resulting from Artificial Intelligence Systems. This obligation also extends when the CONTRACTED PARTY uses third-party Artificial Intelligence Systems in the services provided to HOTMART.

8.1. When requested by HOTMART, the CONTRACTED PARTY shall, within 15 (fifteen) calendar days from the date of the request, provide evidence proving the deletion of HOTMART's material from the Artificial Intelligence Systems used.

9. Any breach of the obligations, representations, and warranties set forth in this Agreement shall be considered a material breach of the CONTRACT, allowing HOTMART the option to terminate the CONTRACT upon written notice, and the CONTRACTED PARTY shall bear all fines and/or penalties set forth in the CONTRACT for termination scenarios, as well as keep HOTMART free and harmless from any losses and damages pursuant to Clause 7.