General conditions of the iFood program for application developers

Through this instrument, the terms and general conditions are established for Application Developers to be part of the Application Developers Program (the "General Conditions"), by which the latter may have access to the Technical Content of Application Users through express permission made via API and following market standards (Client Credentials from OAuth2 specification) in order to facilitate, improve, refine or enhance iFood functionalities for the benefit of application users.Application developers acknowledge that the Application Developers Program ("Program") may be discontinued at any time, without the need for prior notice.Acceptance of the Special Conditions is essential for Program participation.The parties agree that, except as established in these General Conditions, Application Developers will not be bound to any other terms or conditions included in the API, such as agreements or terms and conditions of use, whether or not they are accepted by Application Developers, and any agreements, terms and conditions.

1. Definitions

1.1 Terms and expressions beginning with capital letters in these General Conditions or in any documents attached or linked to this instrument will have the meanings indicated in the Definitions List below:"API" is iFood's Application Programming Interface, as well as other information, tools, documentation and files related to iFood that may be made available to Application Developers selected to participate in the Program."Application(s)" is software, website or any other type of interface developed by Application Developers that has conditions to interact perfectly with API informed by iFood in Program development."End customers" means end users (a natural person or legal entity) registered and authorized by iFood to use the iFood Platform."Technical content" are files, data, information, codes and contents of any kind, owned and/or used by iFood, and which the latter, according to its exclusive criteria and exclusively for pilot Program development purposes, makes available to Application Developers through the API."Application developers" means all legal or physical persons who expressed interest in participating in the Program and fully agreed with the General Conditions."Establishment" are establishments listed on the iFood Platform and that choose to hire Applications due to this Program."iFood" is IFOOD.COM AGÊNCIA DE RESTAURANTES ONLINE S.A., registered under CNPJ/ME nº 14.380.200/0001-21, headquartered at Avenida dos Autonomistas, 1496, Osasco/SP, ZIP: 06.020-902."Virtual Store" means the Establishment's profile on the iFood Platform, containing, without limitation, the name, brand, address and updated Products of the Establishment."iFood Platform" means all and any websites and mobile applications owned by iFood, through which, among other functionalities, (a) Establishment, on one side, can offer products to End Customers, and (b) End Customers, on the other side, can place delivery orders for such products to Establishments."Partner Portal" means the platform (web and mobile) developed by iFood for managing the Establishment's Virtual Store, through which the Establishment can disclose and manage information related to its menu, registration and operational data, as well as obtain sales reports and End Customer evaluations."Developer Portal" means the platform developed by iFood for Program Application Developers, available at "developer.ifood.com.br"."Application developers program" or "Program" program through which iFood will make its API available, so that Application Developers, aware of its conditions, can develop various applications for availability in the Partner Portal, which can be acquired by Establishments."Application Users" are those who will have access to the Application developed by Application Developers.

2. Object

2.1 These General Conditions will have as their object the definition of requirements for iFood to share data from its API and its Technical Content with Application Developers, so that they can integrate their Applications. The data mentioned herein may never be used (i) for purposes not expressly provided for in these General Conditions; (ii) to violate any law and/or infringe the rights of any natural or legal person; (iii) to violate any provisions contained in these Terms and Conditions and in any other policies used by iFood, including, but not limited to the policies mentioned in this document, which Application Developers declare to be fully aware of; (iv) give rise to or expose iFood, Application Users, End Customers and/or Establishments to any legal liability, damages or harm; and (v) share any information.2.2 During the Application Developers Program, iFood will grant Application Developers a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license for limited use of its API, so that it is used with the exclusive objective of providing and testing iFood functionalities and allowing the Application to communicate with Technical Content to obtain necessary data in order to promote its use by Application Users. iFood may require Application Developers to have personal and non-transferable API access keys (for example, passwords or access tokens), with them, Application Developers, being solely responsible for accesses made through such keys, and must immediately communicate to iFood about any unauthorized use.2.2.1 API access codes will always be property of iFood, so they may be revoked at any time.2.3 API Access will be through technical documentation (which comprehensively includes Technical Content), which will be made available to Application Developers after agreement to these General Conditions, with such technical documentation being subject to routine adaptations and/or updates, with Application Developers being obligated to comply with all conditions set forth therein, under penalty of exclusion of Application Developers from the program mentioned herein.2.4 Application developers, by agreeing to these General Conditions, understand and acknowledge that nothing in the Application Developers Program may be interpreted as inhibiting, or in any way preventing iFood from developing any type of products that have the same functionalities as Applications developed by Application Developers and/or any third parties hired by them. In this sense, as an essential condition for the operation of the program mentioned in this instrument, Application Developers hereby authorize iFood to proceed with the following activities, without iFood being obligated to make any payment: display, on any platform used by iFood or in any other document or by any other means, images linked to the content or operation of the Application.

3. Obligations of application developers

3.1 Application developers will be fully responsible for applications they develop that interact with the API, therefore being responsible to any third parties, including but not limited to Establishments, Application users and End customers who use such application, and must keep iFood free and harmless from any responsibilities in this regard.3.2 It is the obligation of Application Developers to ensure that all application functionalities respect current legislation and do not harm any third-party rights, under penalty of having to compensate all those harmed by non-compliance with conditions provided herein.3.3 Except if previously and expressly authorized by iFood, application developers may not use iFood's trademarks and/or distinctive signs for any purpose. If any authorization in this regard is granted, the use of such items must follow guidelines expressly and timely informed by iFood, and any material eventually shared by Application Developers must also be expressly and previously approved by iFood. Application Developers acknowledge that simple participation in the Program does not in any way represent authorization to use iFood's trademarks and distinctive signs and/or of companies that are part of its economic group.3.4 Application developers grant iFood a non-exclusive, free license, without territorial, temporal or any other limitation, so that, at its exclusive discretion, iFood may use trade names, trademarks, logos, designs and domain names owned by application developers, for information about the existence of the pilot program mentioned herein and/or the Application developed by application developers.3.5 Application developers acknowledge that participation in the Program does not guarantee, in any way, that iFood will display Applications immediately. iFood, according to its exclusive criteria, may require certain technical and/or security guarantee proofs prior to releasing Applications in any medium used by iFood. Application developers acknowledge, however, that no requested proof may be interpreted as an iFood guarantee regarding developed applications, so that application developers will always remain fully responsible for their applications, as well as for any damages arising from their use, and must indemnify iFood for eventual losses and damages duly assessed.3.6 Application developers understand and acknowledge that, should they stop participating in the Program, or even if they are excluded from it, they must continue to comply with all conditions agreed with Establishments that hire Applications, keeping iFood free and harmless from any responsibility. Hiring conditions between application developers and Establishments are the exclusive responsibility of these, with iFood not intermediating contacts and not being responsible for any condition agreed between these parties.

4. iFood Intellectual Property

4.1 Application developers acknowledge that nothing in these General Conditions may be interpreted as an assignment and/or transfer of any intellectual and/or industrial property rights, by iFood to application developers, making it clear that the API, iFood Platform, services provided by iFood and/or any other data, information, code, strategy, file or similar that application developers may have access to due to the Program addressed in these General Conditions are and will continue to be exclusive property of iFood ("iFood Intellectual Property"). Application developers also acknowledge that they will only obtain a limited right of access and use of iFood Intellectual Property, which may only be used for the exact purposes informed by iFood in Program development and according to these General Conditions.4.2 Application developers are obligated to comply with General Conditions, as well as all guidelines shared by iFood, regardless of timing, as well as are obligated not to: (i) reverse engineer, revert, decompile, decrypt, unmask or disassemble all or part of iFood Intellectual Property; (ii) distribute, disclose, publish, promote, sell, rent, enjoy, sublicense or assign iFood Intellectual Property; and (iii) make statements or warranties to third parties on behalf of iFood. Application developers must always safeguard iFood's image in developing their activities.

5. Confidentiality

5.1 Application developers acknowledge that iFood will share a series of information that is not in the public domain and, regardless of any provision to the contrary, any information shared by iFood due to Program development and these General Conditions, will be considered Confidential Information. Application Developers will not disclose Confidential Information to third parties and will only disclose to their employees, staff or agents what is extremely necessary for faithful compliance with the Program object and General Conditions. For this purpose, application developers guarantee their employees, agents or third parties hired by them will assume the commitment not to disclose, nor transmit to third parties any Confidential Information that concerns iFood, the iFood Platform, information shared by iFood due to the Program and/or any data, information and/or diverse documentation, including regarding its patrimonial and operational situation, its relationship with its clients, its strategy regarding existing business and any aspects of its commercial activity. Application Developers will be responsible before iFood for eventual violations of confidentiality provisions addressed in these General Conditions, even if such violation occurs to their employees, staff or agents.5.2 Information whose revelation is authorized previously and expressly by iFood or that comes to be in the public domain, without such fact having occurred through violation of any confidentiality obligation applicable to the parties, will not be covered by confidentiality imposed by this Clause.5.3 Any disrespect to the confidentiality commitment will imply Application Developers' responsibility to fully compensate iFood for all assessed losses and damages, without prejudice to adoption, by iFood, of all measures it deems adequate and convenient for defending its interests.5.4 The confidentiality obligation established in this clause will last for 5 (five) years after termination or extinction of the Program for any reason.5.5 Application Developers, their partners, employees or agents are prohibited from using, for their own or third parties' benefit, any Confidential Information for developing activity equal or similar to that developed by iFood. "Confidential Information" means information relating to the existence of this Program, General Conditions, Applications and any negotiation involving iFood and Application Developers, as well as all and any information, verbal or written, identified or not as confidential, about business or future business, past, current or projected plans or internal issues of iFood and/or its Affiliates, including, exemplarily, but not limitingly any documentation belonging or related to iFood and/or its Affiliates shared due to the Program, all know-how, trade secrets, specifications, products, operations, processes, data, forecasts, graphics, financial statements, accounting statements, managerial documents, commercial or administrative information of any nature, product information and information, published or not, related to intellectual property rights owned by iFood and/or its Affiliates, and/or licensed to them, as well as any other commercial, financial, administrative, operational or technical information related to services, or to business, past, current or future, of iFood and/or its Affiliates. For purposes of these General Conditions, all information and results from the Program will also be considered Confidential Information, as well as all other information provided by iFood and/or its respective Affiliates, regardless of express mention regarding its confidentiality, in addition to that information identified as confidential, whether such Confidential Information is written or not, verbal or not, in any form and medium of any nature.

6. Prohibited Activities

6.1 Application Developers hereby acknowledge and agree that they may not, under any circumstances, directly or through third parties hired by them, directly or indirectly, participate in the following activities:

Use, make available, commercialize and/or allow API use by third parties;
Share any type of information they may access due to the Program and/or use such information for purposes different from those provided in these General Conditions;
Use the API for any purpose different from those expressly provided in these General Conditions, which authorize API use exclusively for Application service;
Modify, disassemble or decompile the API or Technical Content, perform reverse engineering, interfere or alter APIs, servers, or networks that provide APIs or perform any other alteration;
Use any alternative, software, technique and/or action aimed at bypassing or circumventing any API usage limit;
Develop and/or use any application, regardless of its nature, that exceeds reasonable API access volume;
Allow API use, Technical Content, or even the developed Application to: (i) transmit incorrect and/or imprecise information; (ii) violate any third-party rights, regardless of their nature; (iii) violate or have capacity to violate current legislation and/or any specific regulation that may be applied to the Application; (iv) possess content considered offensive, defamatory or threatening or that has potential to damage any third-party system; and (v) may interfere, at any level, with the security of those exposed to the Application.

7. Default

7.1 Application Developers acknowledge and agree that, in case of non-compliance with General Conditions, guidelines shared by iFood regarding the Program, or policies listed in this instrument, they will be subject to the following penalties, to be determined and applied at iFood's exclusive discretion, according to particular characteristics of each case: (a) suspension of Program participation, for a period of 1 (one) to 30 (thirty) days; or (b) definitive exclusion from the Program.7.2 Without prejudice to iFood's right to immediately apply the penalties provided above to Application Developers and to seek appropriate judicial measures for reparation of eventual assessed losses and damages, in case Application Developers become in default regarding one or more of their obligations assumed in General Conditions, iFood may grant a 3 (three) day period for such default to be remedied or clarified. iFood, according to its exclusive criteria, may still proceed with exclusion of Application Developers from the Program if it judges that transmitted clarifications are insufficient.

8. iFood Policies

8.1 Each Application Developer declares that they became aware, will not violate provisions and agrees with the following policies that will be made available on the Integration Platform, namely: (i) iFood Code of Ethics and Conduct; (ii) Intellectual Property Policy; and (iii) Privacy Policy.8.2 In case of divergence between what is provided in Policies and these General Conditions, what is provided in Policies will prevail.

9. Privacy and Personal Data Protection

9.1 When fulfilling obligations provided in these General Conditions, the parties, by themselves and by their partners, administrators, directors, agents, representatives, employees and collaborators, are obligated to faithfully respect applicable legislation for personal data protection, such as the General Data Protection Law (Federal Law nº 13.709/2018), the Internet Civil Framework (Federal Law nº 12.965/2014) and its regulatory Decree nº 8.771/2016, and to guarantee privacy of users, delivery persons, collaborators and other data accessed or in any way made available for execution of the object of these General Conditions.9.2 For purposes of these General Conditions, Parties are obligated to conduct their activities in good faith and according to principles governing personal data protection, such as purpose, adequacy and necessity.9.3 Application Developers declare that they received a copy (via link) of iFood's Privacy Statement and became aware of its content available at: ifood.com.br/privacidade.9.4 In accordance with the object provided in General Conditions, Application Developers may have access to data sent by iFood that identifies or allows identification of individuals ("Personal Data").9.5 Activities of access, use, collection, production, reception, classification, reproduction, transmission, distribution, processing, filing, storage, elimination, evaluation or information control, modification, communication, transfer, diffusion or extraction and transfer to third parties of Personal Data shared by iFood ("Personal Data Processing") will be authorized to Application Developers as long as limited to what is strictly necessary for Services execution and only during the term of General Conditions. Use of Personal Data to meet any other purposes besides those necessary for execution of the object of General Conditions is prohibited.9.6 If Application Developers need to have access to any databases, whether personal or not, and/or to iFood's information technology infrastructure for Project execution, this must follow rules and guidelines of iFood's Security team and commit to preserving its secure and stable environment.9.7 Application Developers are prohibited from transferring, in whole or in part, Personal Data shared by iFood to any third parties not directly related to Services execution, even if in aggregate and/or anonymous form. Application Developers are prohibited from subcontracting third parties, without written authorization from iFood, to perform processing activity related to Personal Data shared by iFood and/or accessed due to General Conditions.9.8 According to iFood guidelines, Application Developers must promote definitive exclusion of any Personal Data transmitted to them by force of this instrument, during or after its term ends.9.9 Parties must agree on the safest way to send or transmit Personal Data necessary for Services execution, with Application Developers committing to ensure security, privacy and adequate management of Personal Data shared by iFood. Application Developers must use security techniques such as encryption, hardening, access control, dual authentication, monitoring and frequent security tests, among other protection methods consistent with sector best practices for data security and protection.9.10 Application Developers are obligated to notify iFood, within 24 (twenty-four) hours, through Developer Portal Support, clicking "Tickets" and then sending a message about "Questions/Incidents/Requirements", about any security incident, such as leakage or compromise of their databases related to this instrument, as well as about any violation of privacy and personal data protection legislation about which they become aware regarding data in their custody, including accidental or culpable violation. Upon occurrence of security incident, Application Developers must inform the following basic information to iFood, within the indicated period and without limitation: (i) incident date and time, (ii) types and volume of Personal Data involved, (iii) volume of affected holders, (iv) security and mitigation measures already implemented. Other mitigating measures, such as communication to competent authorities and/or to Personal Data holders, must be taken strictly according to iFood guidelines.9.11 If iFood suffers any damages or harm arising from non-compliance, caused by action or omission by Application Developers and/or their respective subcontractors, of obligations and/or personal data protection clauses provided in this instrument, Application Developers will be obligated to fully compensate iFood for any losses, damages, harm and lost profits, including any judicial, administrative costs and attorney fees.9.12 If Application Developers are obligated to transfer and/or disclose any Personal Data due to administrative or judicial order of any nature, they must inform iFood within 24 (twenty-four) hours, so that it may take judicial measures it deems necessary. Additionally, Application Developers commit to cooperate with iFood to limit the extent and scope of such transfer and/or data disclosure respecting any content that references iFood business secrets.9.13 In the hypothesis that Application Developers are questioned by competent public authorities or involved in judicial action related to legislation compliance, Application Developers are obligated to inform iFood within 24 (twenty-four hours) as soon as they become aware and to assume defense related to such questions at their own account and costs, committing to indemnify iFood regarding any harm suffered, including regarding judicial, administrative costs and attorney fees.

10. Amendment of these General Conditions

10.1 Application Developers acknowledge and agree that iFood may alter these General Conditions and/or Policies at any time. New conditions will enter into force as soon as linked in the Developer Portal. In case of disagreement with any alterations in these General Conditions, Application Developers must cease being part of the Program, without iFood being responsible for making any compensation.

11. General Provisions

11.1 These General Conditions do not establish consumer, work, commercial representation or any other relationship, with parties being and remaining at all times autonomous and independent from each other.11.2 These General Conditions are part of a Program that may be terminated at any time, without need for prior notice and without obligation of compensation of any kind by iFood.11.3 Provisions contained in these General Conditions and in documents mentioned therein represent the totality of understandings maintained between parties regarding matters it addresses, superseding all and any previous understandings, verbal or written, between parties, substantiating the final declaration of their wills.11.4 If any provision of these General Conditions becomes null or ineffective, validity or effectiveness of remaining provisions will not be affected, remaining in full force and effect and, in such case, parties will enter into good faith negotiations aiming to replace the ineffective provision with another that, as much as possible and reasonably, achieves desired purpose and effects.11.5 The fact that iFood fails to timely demand compliance with any provisions or any rights relating to these General Conditions or does not exercise any faculties provided herein will not be considered a waiver of such provisions, rights or faculties, will not constitute novation and will not affect in any way the validity of these General Conditions.11.6 Application Developers acknowledge and agree that iFood may assign and transfer its rights and obligations provided in General Conditions to any third parties.11.7 Application Developers declare that they are aware that iFood may invite any third parties to participate in the Program pilot, with no obligation or exclusivity commitment on iFood's part.11.8 These General Conditions will be governed and interpreted according to laws of the Federative Republic of Brazil. Parties elect the forum of São Paulo County, State of São Paulo, with exclusion of any other forum, however privileged it may be, to resolve any controversies or disputes arising from or relating to these General Conditions.

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