TERMS OF USE – MEETROX PLATFORM

These Terms and Conditions of Use of the MeetRox Platform (“Terms of Use” or “Terms”) govern the use and contracting of the MeetRox Platform, made available by MEETROX TECNOLOGIA LTDA, enrolled with the Brazilian National Registry of Legal Entities (CNPJ) under No. 37.779.529/0001-65 (“MeetRox”).

By adhering to and accessing the MeetRox Platform, the contracting party (“Client”) freely, voluntarily, fully, and without reservations acknowledges and agrees to these Terms of Use, as well as to the other Policies made available by MeetRox.

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1. SERVICES AND TERMS OF USE

1.1. Purpose

The purpose of these Terms is the provision, by MeetRox to the Client, of non-transferable and non-exclusive licenses to use a platform developed by MeetRox (“Platform”), in the SaaS (Software as a Service) model and on an as is, as available basis, within the limits of these Terms and its functionalities (“Licensing”).

1.1.1. Platform

The Platform consists of a set of software solutions aimed at increasing the productivity and intelligence of the Client’s sales, customer service, product, and marketing areas.

1.1.2. Software as a Service

By accepting these Terms, the Client declares that it is aware that it must independently ensure that the Platform, as made available, contains all functionalities necessary to meet its needs, and that it may not hold MeetRox liable if, in the future, it determines that the Platform does not fully meet all of its requirements.

1.2. New Features

MeetRox may develop new features, resources, or customizations, which may be incorporated directly into the Platform and into the Terms herein accepted or, at MeetRox’s discretion, be contracted separately through a specific agreement. If new features are incorporated directly into the Platform, MeetRox will notify the Client within up to 30 (thirty) days of any such changes. If these changes alter or impair the contracted object and its functionalities, as described in these Terms, they may give rise to termination without penalty, at the Client’s sole discretion.

1.3. The following are not included in the scope of these Terms of Use:

• a) The assignment or licensing of intellectual property, economic or moral rights over the Platform, in any capacity;
• b) Integrations with platforms for which MeetRox has not facilitated access;
• c) The provision of software programs and equipment necessary for access to and use of the Platform; and
• d) Any other items not expressly provided for in these Terms.

1.3.1.

If, for the execution of these Terms, integration between the MeetRox Platform and specific platforms is required, the Client must request a specific quotation from MeetRox for such integration.

1.4. Commercial relationship

As these services are intended to enhance the Client’s commercial activities, MeetRox and the Client agree that the obligations set forth in these Terms are purely civil and commercial in nature, and not consumer obligations, and must therefore be interpreted in accordance with the principles of private autonomy and free allocation of risks.

1.5. Updates to the Terms of Use

These Terms may be updated at any time, always with the aim of improving the Services and the Client’s experience. In such cases, the new Terms of Use will take effect immediately upon publication on the Platform, and continued use of the MeetRox Platform will constitute the Client’s express consent to the new terms and conditions.

2. ACCESS TO THE PLATFORM AND SERVICES

2.1. User Registration

The Client shall be responsible for registering user accounts (“Users”) and defining the level of access associated with each one, through the creation of individual access credentials – login and password – for each User (“Access Credentials”). The number of Users allowed to be registered is linked to the number of licenses contracted by the Client, and each license allows the registration of only one User, so that each User/license may only be used by its actual holder.

2.2. Maintenance of Updated Registration Data

The data available on the Platform is the means used by MeetRox to contact the Client, when necessary, as well as the means for the execution of these Terms. Any losses suffered by the Client due to errors in its own registration data or in the Users’ data shall not be the responsibility of MeetRox, and it is the responsibility of the Client and the Users to keep their registration data up to date, especially their email address and telephone number.

2.2.1. Responsibility for Provided Information

The Client shall enter into the Platform only true, lawful, and accurate information, and shall ensure that Users do the same. The Client, on its own behalf and on behalf of its Users, shall be responsible for any information entered. If incorrect or untrue information is entered, or if the Client refuses to correct it when requested, MeetRox reserves the right not to complete the registration or, if already completed, to block its use and access to the Platform until the situation is regularized.

2.3. Access Credentials

Users and the Client are responsible for creating and keeping their Platform access logins and passwords secure. If there is any suspicion that an unauthorized person has used the Access Credentials, it is recommended that the User and/or the Client change their password, which must be done within the Platform.

2.3.1.

MeetRox shall not be liable for unauthorized access by third parties to accounts registered on the Platform, whether due to password sharing or improper access, and the maintenance and security of the account shall be the sole and exclusive responsibility of the Users and the Client.

2.4. Guest Users

The Client may include Guest Users on the Platform at no cost. Guest Users have access to the Platform; however, their interactions with clients will not be recorded and/or analyzed by the functionalities available on the Platform.

2.5. Access to the Platform

The Platform may be accessed through the web application available at https://app.meetrox.ai.

2.6. Access Restriction

In the event of a violation by the User or the Client of any provision of these Terms or applicable legislation, MeetRox may permanently or temporarily cancel, suspend, or refuse access by Users or the Client to the Platform, without prior notice.

3. PLATFORM SERVICES AND FEATURES

3.1. Setup

When contracted by the Client, MeetRox shall provide the Platform Setup service. Setup includes the implementation of the Platform and its initial configuration for use by the Client and shall be carried out within a timeframe to be agreed upon by the Parties, with technical guidance and support from the MeetRox team. This support may be provided through instructional materials or via online meetings. The Parties hereby agree that any timeframe agreed for the Setup depends on the Client’s fulfillment of certain obligations required to enable MeetRox’s technical guidance and support, including, but not limited to, timely responses, availability to hold meetings, and provision of accurate information.

3.2. Contracted Features and Modules

The features described in these Terms are for explanatory purposes only and shall only be made available to the Client upon contracting the respective Module that provides them, as informed by MeetRox. MeetRox shall not be responsible for providing features that are not included in the Modules effectively contracted.

3.3. Provided Information

All service interactions, meetings, and interactions maintained between the Client and its Client that are properly captured or made available by the Client on the Platform shall be considered “Provided Information” for the purposes of these Terms. The Client is responsible for ensuring that participants in the interactions carried out with its Clients—whether its own employees, agents, and/or representatives, or the employees, agents, and/or representatives of its Client—are aware of and consent to the collection and storage of the content of such interactions, exempting MeetRox from any liability arising from lack of consent or noncompliance with applicable legislation.

3.4. Integrations

Integration between the Platform and other systems used by the Client may be carried out, subject to the availability of such integration, as indicated in Annex I. MeetRox shall not be responsible for failures resulting from the unavailability of the system used by the Client. Other integrations not provided for in Annex I are subject to prior verification of availability or feasibility of development of a specific integration, upon contracting an additional project by the Client. Any costs, deadlines, and conditions for the development of specific integrations shall be handled separately between the Parties.

3.5. Video Call Recording

If the Client is interested in using video call recording features made available by MeetRox, the Client must provide all permissions and integrations required for MeetRox to automatically record video calls, in accordance with the instructions provided on the Platform. Any delay in obtaining such permissions not attributable to MeetRox shall not justify payment delays or changes to the start date of these Terms.

3.5.1.

Video call recordings shall be carried out through a MeetRox bot (“Assistant”), which must be accepted by the Client, itself or through its employees, agents, and/or representatives, as a guest in the calls to be recorded. During recorded video calls, the MeetRox Assistant shall send clear messages informing all participants about the capture of images, audio, and video. The Client shall be responsible for manually stopping the recording by removing the MeetRox Assistant if any participant does not authorize the recording. Video calls effectively recorded by the Platform shall automatically become part of the Provided Information for purposes of analysis and execution of these Terms.

3.5.2.

The Client may, at any time, disable or adjust the frequency of messages sent by the Assistant informing participants about the capture of images, audio, and video. The Client assumes exclusive and full responsibility for any consequences resulting from such disabling or adjustment of message frequency, including with regard to personal data protection, and MeetRox shall not be liable, under any circumstances, for damages caused by the Client’s disabling or adjustment of the Assistant’s messages.

3.6. Conversation Recording

A feature for capturing and analyzing content in text, audio, image, and attachment formats exchanged in individual conversations may be made available. The Client hereby agrees that content from group conversations, as well as interactions carried out through audio calls, video calls, or videoconferences, shall not be captured or analyzed. Conversations conducted on platforms integrated with the MeetRox Platform, as set forth in Annex I of these Terms, may be recorded.

3.6.1.

MeetRox does not perform filtering, classification, moderation, or any value judgment to distinguish “professional” from “non-professional” conversations, and is limited to recording conversations exclusively in accordance with the integrations and configurations enabled on the Platform. The Client is solely and fully responsible for verifying and disabling any recordings of “non-professional” conversations with contacts that are subject to message recording according to the configured interactions.

3.7. Manual Upload of Recordings

The Client may record video calls, meetings, or calls on its own, without using the Platform’s recording feature, and subsequently upload the recording to the Platform. The Client is solely responsible for obtaining participants’ consent and ensuring that the upload of the recording has been correctly performed. Recordings uploaded to the Platform by the Client shall automatically become part of the Provided Information for purposes of analysis and execution of these Terms.

3.8.

The upload of audio and/or video files to the Platform shall only be permitted when the specific module that includes this feature has been contracted. The time consumed by using this feature shall count against the recording hours allowance linked to the user who performs the upload, so that the aggregated consumption of all users may not exceed the maximum WorkSpace limit.

3.9. Automatic Transcription

The Platform offers automatic transcription of the audio content of the Provided Information according to the language of the respective content, subject to availability as informed in Annex I. MeetRox shall use its best efforts to perform transcription within the shortest possible timeframe, subject to potential processing queues, which may result in longer-than-usual transcription availability times. Transcription is performed by automated software and may therefore contain interpretation errors, speech recognition errors, or technical limitations related to the Client’s own system or to the quality of the Provided Information.

3.10. AI-Based Features

The Platform offers features based on artificial intelligence that provide support during meetings and interactions. Responses generated through artificial intelligence are automatically produced and may not reflect precise or appropriate interpretations for the Client’s context or interests, and do not replace specific technical, commercial, or legal advice. MeetRox is solely responsible for making AI-based features available, and any decision-making and/or use of such responses shall be at the sole discretion and responsibility of the Client. MeetRox shall not be responsible for any content or interaction that exceeds the operational purposes of the Platform, especially in cases of questions or requests made inappropriately or outside the commercial scope.

3.11. Information and Content Analysis

The Platform may provide data analysis regarding services, meetings, and interactions conducted between the Client and its client (understood as the Client’s active clients, as well as its prospects and leads, hereinafter referred to as “Clients”), allowing the Client to view performance metrics of its team. For the purposes of executing these Terms, only the Provided Information shall be analyzed by the MeetRox Platform.

3.11.1.

Video calls recorded by MeetRox and subsequently uploaded to the Platform shall automatically become part of the Provided Information; however, such information may not be fully or correctly analyzed, or may not be processed at all, due to technical, format, or file quality limitations. MeetRox shall not be responsible for failures or inability to read and/or analyze the Provided Information resulting from technical or operational limitations of the systems and/or recording, transcription, and upload methods used by the Client.

3.11.2.

The information and content analysis feature may be generated by artificial intelligence, presenting automatic insights derived from the analysis of meetings held by the Client’s team. Such insights may be generated with or without human input, depending on the module used. These insights include, but are not limited to, identification of main competitors, objections, frequently asked customer questions, perceived dissatisfaction, and reasons for lost commercial opportunities. The analyzed topics are predefined by MeetRox and cannot be customized by the Client. This feature shall only be available upon contracting the module that includes it. MeetRox may provide automatic insights without human input as a courtesy or depending on the module used, and the absence of such automatic insights, or their availability only in modules requiring human input, shall not constitute default by MeetRox.

3.11.3.

MeetRox shall not be responsible for: (i) the accuracy or interpretation of information analyses provided by the Platform, as the feature operates based on the Provided Information; (ii) decisions or strategies implemented by the Client based on analyses provided by the feature, nor for any operational or commercial impacts resulting from their use; and (iii) incomplete or inconsistent results generated due to insufficient, inaccurate, or incorrect data recorded by the Client or captured by the Platform.

3.12. CRM Data Entry

The Platform includes a feature for automatic completion of registration information of the Client’s Clients in the Client’s CRM, subject to the available integrations as set forth in Annex I of these Terms. The information to be completed shall be collected from the Provided Information. The Client shall be responsible for defining the fields and data to be automatically completed, as well as for the integrity and adequacy of the information provided. MeetRox shall not be responsible for errors in data completion resulting from incomplete or inaccurate information or improper configuration of the Client’s CRM platform.

3.13. Criteria Evaluation

The Platform offers a feature for evaluating the percentage of customized criteria effectively met by Users in their sales meetings. The criteria shall be defined by the Client, based on its own sales strategies. MeetRox shall not be responsible for incorrect or incomplete results arising from improper configurations performed by the Client or from the insertion of inaccurate data. The generated reports exclusively reflect the criteria provided by the Client, which is responsible for their definition, adequacy, and updating. The criteria evaluation feature may be performed manually or through artificial intelligence capable of automatically completing the criteria.

4. PRICE AND PAYMENT TERMS

4.1. How to Verify Prices and Modules

To use the Platform, the Client must previously contract a Module with MeetRox, whose monthly price shall be determined according to the commercial conditions agreed between the Parties, as set forth in a specific Commercial Proposal.

4.2. Payment

Payment of the Consideration shall be made by the Client in favor of MeetRox in accordance with the provisions of the applicable Commercial Proposal.

4.2.1.

If payment of the Consideration is made by Credit Card, the Client hereby acknowledges that fees and charges may apply to the amount of the Consideration, as predefined by the card brands and operators. It is the sole responsibility of the Client to provide a valid Credit Card for payment of the Consideration, and MeetRox shall not be held liable if access to the Platform is not granted or is suspended due to the provision of an invalid Credit Card.

4.2.2.

It is the Client’s responsibility to pay its Credit Card bill directly to the respective bank. MeetRox reserves the right to suspend the Client’s access to the Platform if it is not possible to charge the amount of the Consideration due to cancellation or blocking of the Credit Card by the bank as a result of non-payment of the bill. By accepting these Terms, the Client understands, agrees, and authorizes that charges related to the amount of the Consideration may be made without the need for prior authorization for each individual charge.

4.3. Default

In the event of default by the Client with respect to the Consideration due, a penalty of 2% (two percent), default interest of 1% (one percent) per month, and monetary adjustment based on the IPCA/IBGE index shall apply to the entire outstanding balance.

4.3.1.

In the event of default, the Client shall automatically be deemed in arrears, and MeetRox may submit the unpaid debt for protest, requiring the Client to regularize its debt before the competent registry office.

4.3.2.

In the event of delay or non-payment exceeding 30 (thirty) days after the due date, MeetRox may suspend the Client’s access to the Platform until the outstanding amounts are fully paid. If default persists for more than 60 (sixty) days, these Terms shall be automatically terminated, without prejudice to the collection of amounts owed by the Client to MeetRox up to the date of termination.

4.4. Invoice and Taxes

MeetRox shall issue the corresponding tax invoice. By accepting these Terms, the Client agrees that each Party shall bear the taxes, fees, and contributions for which it is responsible, as defined under applicable legislation.

4.5. Price Adjustment

The amount of the Consideration paid by the Client shall be adjusted annually as of the acceptance of this instrument, in accordance with the positive variation of the IPCA/IBGE index for the period. In the absence of the IPCA, monetary adjustment shall be calculated based on the official index that may replace it. In contracts entered into with discounts, such discounts shall not be automatically applied upon contract renewal.

4.6. Tax Changes

Any change in tax legislation after the date of acceptance of these Terms that directly or indirectly impacts the price of the Consideration and causes financial imbalance in the contract shall be subject to negotiation between MeetRox and the Client.

4.7. Additional Services

Any service not included in the contracted Module, or not made available by MeetRox on the Platform without additional charge, shall be charged separately, and the Client hereby agrees to pay for any additional services it requests, in accordance with the price defined for each such service.

4.8. User Changes

If there is a reduction in the number of contracted Users, substitution by a new User may be permitted; however, any reduction in price shall depend on an express agreement between MeetRox and the Client. It is the sole responsibility of the Client to keep the Platform updated regarding which Users are active or inactive.

4.8.1. Increase in Users

The Licensing fee is not calculated proportionally or linearly based on the total number of users. Each user may have access to a specific set of modules and features according to their operational needs, and therefore the price per user may vary depending on the modules effectively made available to such user.

4.8.2.

In the event of an expansion in the number of users, the total licensing amount shall be calculated taking into account the features and modules applicable to the new users, without necessarily implying a proportional increase in relation to the originally contracted amount.

5. MEETROX OBLIGATIONS

5.1. MeetRox Obligations

Without prejudice to the other obligations set forth in these Terms, MeetRox’s obligations include:

a) Using its best efforts to ensure the availability of the Platform throughout the entire term of the contract, undertaking to maintain Platform availability at 99% during business hours, managed through a specialized availability monitoring tool (https://status.meetrox.ai/), as provided in these Terms;
b) Appointing one or more individuals as internal contacts to whom the Client shall report regarding the execution of these Terms, who shall be responsible for receiving formal communications and ensuring that the necessary measures are adopted;
c) Informing the Client, in a timely manner, of any facts that may interfere with the fulfillment of these Terms and/or applicable legislation in force; and
d) Clarifying, in a timely, clear, and precise manner, any questions raised by the Client, as well as correctly providing the information requested by the Client.

5.2. Service Level or Availability

Availability, as set forth in the table below, means MeetRox’s commitment to ensure that the Platform is accessible and operational, in accordance with the terms defined in these Terms. Availability shall be measured as the percentage of total time during which the Platform is operational, excluding periods previously agreed for scheduled maintenance or interruptions due to causes beyond MeetRox’s control, such as force majeure events or fortuitous events. MeetRox undertakes to maintain a minimum Availability of 99% during each monthly measurement cycle. Service interruptions affecting Availability that result from MeetRox failures shall be addressed in accordance with the corrective measures established in these Terms.

5.2.1.

If the Platform Availability is lower than the guaranteed minimum, a progressive discount shall be applied to the next invoice issued, in accordance with the following table:

Availability	Discount on the Invoice
≥ 99%	No discount
< 99%	5%
< 95%	10%
< 90%	20%
< 85%	30%
< 80%	40%

5.3. Maintenance and Updates

MeetRox shall perform scheduled maintenance and updates on the Platform when necessary and undertakes to notify the Client at least 24 (twenty-four) hours in advance, except in emergency cases. MeetRox shall use its best efforts to perform maintenance outside the Client’s business hours, always seeking to minimize impacts on the Client’s operations. Emergency maintenance that may result in unavailability shall be communicated as soon as possible after the need for correction is identified. Maintenance or update time shall not be counted as a period of unavailability.

6. SUPPORT AND MAINTENANCE

6.1. Technical Support

MeetRox undertakes to provide technical support to the Client and Users in accordance with these Terms of Use. MeetRox shall respond to support requests from a User using the contact methods described below.

6.2. Contact Methods

Support requests may be made via instant messaging through the chat made available by MeetRox on the Platform. At MeetRox’s sole discretion, other contact methods may be created.

6.3. Limitation

MeetRox shall provide Support solely and exclusively for the purpose of providing clarifications and assistance for the proper functioning and correct operation of the services and the Platform, in accordance with the contracted terms and provided that the Client is up to date with payment of the Consideration.

6.4. Hours

Support service hours are limited to business hours, and response times are defined in accordance with Annex II of these Terms.

6.5. Services Not Included

The following are not included in Support:

a) Technical guidance regarding the Client’s line of business;
b) IT technical guidance and services—other than those related to the Platform—such as, but not limited to, installation and configuration of equipment and devices, operating systems, infrastructure, printers, network, internet, virus removal, and/or installation of applications and software, depending on whether installation is required;
c) Equipment replacement or maintenance services, hardware, operating systems, database managers, network, internet, and other software under the responsibility of the Client and Users;
d) Additional training, parameterization, and customization, which may be contracted separately (excluding Setup, which is already included in these Terms);
e) Implementation of new features, except, at MeetRox’s sole discretion, through a future agreement between MeetRox and the Client, subject to specific contracting; and
f) Guidance and maintenance related to versions prior to the latest version of any Platform components.

6.6. Responses and Remote Access

Responses to User inquiries shall be provided either through the contact method chosen by the User or, at MeetRox’s sole discretion—based on its assessment of the criticality of the inquiry—via remote access to the User’s computer, if permitted by the User, using an application selected by MeetRox for this purpose.

6.7. Priority

The Client and Users undertake to preferentially use MeetRox’s Support and maintenance services, fully releasing MeetRox from any and all liability for defects, errors, problems, damages, injuries, and/or losses arising from adjustments, modifications, changes, and/or maintenance performed by third parties.

7. CLIENT OBLIGATIONS

7.1. Client Obligations

Without prejudice to the other obligations set forth in these Terms, the Client’s obligations include:

a) Paying the Consideration within the term and manner established in the Commercial Proposal;
b) Informing MeetRox, when applicable, of any relevant fact that may affect the progress of the contract;
c) Appointing an internal responsible person to whom MeetRox shall report regarding the execution of these Terms, who shall be responsible for receiving formal communications and ensuring that the necessary measures are adopted;
d) Ensuring and maintaining secure physical and virtual structures for access to the Platform, including, but not limited to, the environment of its equipment or device, servers, algorithms, and operating systems;
e) Ensuring the proper use of the Platform provided by MeetRox and respecting information security aspects and best practices with respect to data used solely for the specific purpose defined in these Terms;
f) Not lending, assigning, or otherwise transferring the granted licenses to third parties without MeetRox’s express authorization;
g) Using the Platform and acting toward other users and its Clients with honesty, respect, privacy, loyalty, and good faith, without any form of discrimination;
h) Not using, accessing, facilitating, or allowing the use or modification of the Platform’s source code by itself or by third parties through its access to the application, being expressly prohibited from:

    (i) Violating MeetRox’s copyrights, trademarks, or property rights, as well as reproducing, modifying, distributing, transferring, commercializing, displaying, donating, broadcasting, transmitting, or otherwise exploiting the services, except as expressly permitted by these Terms;
    (ii) Creating or launching programs, spam, computer viruses, worms, Trojan horses, scripts, or using robots, spiders, scrapers, or any other automated, invasive, or malicious means to obtain data or parts of MeetRox’s services, including, but not limited to, phishing practices or overloading or improperly impairing the Platform’s functionalities;
    (iii) Distributing, publishing, replicating, or allowing access or connection to script code from any source other than that for which it was specifically developed;
    (iv) Modifying, decompiling, reverse engineering, or altering MeetRox’s source code;
    (v) Using anonymous tools or proxies for the purpose of anonymizing its IP address;
    (vi) Creating applications that may be used to violate these Terms or any other MeetRox policies related thereto, applicable legislation, rules, or regulations; and
    (vii) Using scripts in a manner that constitutes excessive or abusive use or violates these Terms.

7.2.

The Client further undertakes to adopt the best legal and ethical practices in advertising and sales, observing all principles and rules set forth in the Brazilian Competition Defense Law (Law No. 12,529/2011) and the Consumer Defense Code (Law No. 8,078/1990), especially Articles 30 to 38, 42, 42-A, 43 to 50, 52, and 53, refraining from engaging in the practices set forth in Articles 39 and 51, as well as refraining from commercializing, as a result of the services offered through the Platform, any illicit products, products that may pose risks to consumers’ health or physical integrity, or products that require specific governmental authorization for commercialization, in cases where the Client does not hold such authorization.

8. TERM AND TERMINATION

8.1. Term

These Terms shall have an initial term as indicated in the Commercial Proposal executed between the Client and MeetRox, counted from the date of acceptance. Upon expiration of such term, and unless otherwise expressed with at least 30 (thirty) days’ prior notice, the Terms shall be automatically renewed for equal and successive periods of 12 (twelve) months each.

8.2. Termination without cause

These Terms may be terminated at any time by either Party upon 30 (thirty) days’ prior notice.

8.3.

In cases of termination without cause under monthly payment contracts, the obligations of MeetRox and the Client shall cease immediately at the end of the notice period, including payment obligations and Platform availability.

8.4.

In cases of termination without cause as described above and under contracts with discounts for advance payment, amounts paid in advance for the Licensing shall be non-refundable and shall not generate credits, offsets, or refunds, even if proportional, in favor of the Client. In this case, the Platform shall remain available for access by the Client until the end of the contracted Licensing period, unless the Client expressly requests early interruption of access, without any right to refund.

8.5. Termination with cause

These Terms may be terminated for cause in the event of a breach of any obligations assumed upon acceptance of this instrument that is not remedied or duly justified within 10 (ten) business days from receipt of notice to that effect by the breaching Party, which shall be required to pay a penalty equivalent to 20% (twenty percent) of the total contract value. If the breaching Party is the Client, it shall immediately lose access to the Platform and, in the event of advance payments, MeetRox shall be authorized to retain the amount of the penalty previously defined.

8.6. Misuse of the Platform

MeetRox reserves the right to immediately terminate this instrument if the Client uses the Platform for unlawful purposes or in a manner contrary to applicable law or good morals, or engages in any act contrary to good faith, fraudulent, or intended to directly or indirectly harm MeetRox or third parties, in which case the Client shall be required to pay a penalty equivalent to 50% (fifty percent) of the total contract value.

8.7. Access restriction

In cases of termination with cause, as set forth in these Terms, MeetRox may immediately cancel the Client’s access to the Platform, rendering it unusable by the Client, and no refund of any paid Consideration shall be due.

9. INTELLECTUAL PROPERTY

9.1. Intellectual Property over the Platform

All content of the Platform, including but not limited to images, illustrations, information, trademarks, layout, logos, and databases related to MeetRox’s services and products, is protected by intellectual property and copyright laws and is wholly owned by MeetRox. Therefore, the Client is expressly prohibited from improperly using any content or trademarks presented on the Platform and/or any other product that may be offered by MeetRox, and the Client undertakes to refrain from engaging in any conduct that infringes the rights described herein, except where previously and expressly authorized by MeetRox. The Client hereby declares and agrees that it shall be held legally liable for any and all actual or potential damages caused by unlawful acts carried out through the Platform by means of the use of the Services.

9.2. Customizations

Unless otherwise formally agreed between the Parties, any customizations and adjustments made to the Platform, even if at the Client’s request or arising from specific contracting, shall be and remain the exclusive property of MeetRox. Accordingly, such Customizations may be incorporated into the Platform or the Services without granting the Client any right to exclusivity, compensation, or intellectual property over such Customizations.

10. DATA PROTECTION

10.1. Protection of Personal Data

MeetRox and the Client undertake to process the personal data of data subjects in compliance with the Brazilian General Data Protection Law (Law No. 13,709/2018, hereinafter referred to as the “LGPD”), using such data exclusively for the performance of the activities provided for in these Terms. Both Parties shall ensure the adoption of appropriate technical and administrative measures to protect data against unauthorized access, loss, or any other form of improper use, and shall be fully liable for damages caused in the event of non-compliance.

10.2.

MeetRox declares that it shall process the personal data received from the Client solely and strictly for the purpose indicated in the clause above, and the use of personal data for any purpose other than the fulfillment of these Terms is expressly prohibited. The sharing by MeetRox of personal data provided by the Client with third parties is also prohibited, except where expressly authorized by the Client.

10.3.

Any sharing of data between the Client and MeetRox shall always occur in accordance with applicable legislation. Each Party shall promptly comply with requests from data subjects regarding access to, correction of, or deletion of their personal data, as established under the LGPD.

10.4.

The Client and MeetRox agree that, by virtue of these Terms, MeetRox shall process the personal data provided by the Client as follows:

a) Subject Matter of Processing: Data of users of the Web Platform;
b) Personal Data: (i) name and (ii) corporate email address;
c) Purpose: Creation of login credentials and access to the Web Platform.
d) It is noted that the data, including sensitive data related to image (recordings), may be used to improve and/or optimize artificial intelligence (AI) aspects.

10.4.1.

The Client authorizes MeetRox to perform data enrichment, using information derived from the use of the Platform or collected during its operation, for the purposes of development, improvement of functionalities, and enhancement of the performance of the services provided, provided that the terms of this clause and applicable legal provisions are respected.

10.4.2.

In order to perform data enrichment, MeetRox undertakes to process the collected information in a fully anonymized manner, so that it is not possible, under any circumstances, to individually identify the origin or content of the data used. Data anonymization shall be carried out in accordance with the parameters defined by the General Data Protection Law (Law No. 13,709/2018) and with best information security practices.

10.5.

The Client undertakes to provide MeetRox only with data collected in a lawful manner, with the appropriate consent of the data subjects, where applicable, in compliance with the LGPD. The Client shall be solely responsible for any violations arising from the improper collection or processing of data and undertakes to indemnify and hold MeetRox harmless against any claims or legal actions arising from the Client’s or its agents’ non-compliance with the LGPD.

10.6.

The Client warrants that the Information Made Available was collected in a lawful manner, in compliance with the LGPD, and releases MeetRox from any liability for any infringement related to the collection or initial processing of such data.

10.7.

If either Party receives a notification, request, or complaint from a data subject or from the National Authority (“Request”) related to the use of Personal Data under these Terms or to the Processing of Personal Data by the other Party, it shall immediately inform the other Party and provide detailed information regarding the Request. The Parties shall cooperate in good faith to respond to the Request in a timely manner in accordance with the requirements of Data Protection Laws.

11. CLIENT CONDUCT

11.1. Absence of Investment

The Client declares that it has not made and will not make any substantial investments as a result of the Contracting.

11.2. Communication

When communicating with MeetRox and MeetRox’s employees by any means, the Client and the Users shall do so in a professional and respectful manner, in accordance with these Terms in general.

11.3. Access devices

The devices through which the Client will use the Platform, internet connection and browsers, platforms, servers, and any algorithms used are the Client’s sole responsibility. MeetRox shall not be liable for any technical and/or structural difficulties that the Client may face exclusively as a result of the use of its own equipment, software, or operating systems in conjunction with the Platform.

11.4. Transactions between third parties

MeetRox is not a party to any transaction carried out between the Client, its representatives, agents, employees, and consumers, nor does it have control over the quality, security, or legality of the products and/or services offered by the Client, and shall not be responsible for the fulfillment of any obligations assumed between such parties. The Client shall be solely and exclusively responsible for repairing any damages, accidents, facts, or acts arising from failures in the provision of its own services and/or defects in the products it commercializes.

11.5. Liability for damages

The Client shall be individually liable for any and all actual or potential damages caused by the practice of unlawful acts or acts in disagreement with the provisions of this instrument carried out by itself, its agents, partners, and/or employees through the Platform, being solely responsible for the content of the information introduced and/or reproduced therein.

12. LIMITATION OF LIABILITY

12.1. No warranty

Subject to the clause regarding MeetRox’s Obligations, MeetRox does not guarantee the full availability of its Platform without interruptions, failures, security breaches, unavailability, or other issues that may occur during its use.

12.2. Errors and bugs

The Client further declares its clear awareness that the MeetRox platform and environment are not free from errors, bugs, viruses, or defects, although MeetRox has the duty to take, and does take, all reasonably expected measures to prevent such issues, as well as to correct them within a reasonable period, as they are identified by the Parties during the provision of the services.

12.3. External attacks

MeetRox adopts all possible measures to maintain the confidentiality and security of the Client’s data and information, and the Client acknowledges that no software, server, or system is completely immune to attacks and/or intrusions by hackers or other malicious agents. MeetRox shall not be liable for any deletion, acquisition, use, or unauthorized disclosure of information resulting from attacks that it could not reasonably prevent through its security standards.

12.4. Force majeure, fortuitous events, and third parties

MeetRox shall be exempt from any liability caused by events arising from force majeure or fortuitous events, including damages eventually caused by weather phenomena, failures in telecommunications systems, power supply issues, unavailability of servers, physical and/or virtual infrastructures and platforms of third parties on which the MeetRox environment is executed and made available, guidance and navigation issues, defects in the Client’s equipment and in equipment of third parties related thereto used to access the Platform, as well as other cases of misuse of the Platform by the Client, its agents, representatives, and/or employees. The Client is hereby made aware that the programs may be subject to periodic interruptions for updates and repairs, as well as due to correctable failures.

12.5. Combined use

MeetRox shall not be responsible for any errors and/or interruptions demonstrably caused by the use of the MeetRox environment in combination with other software that does not support its use and/or caused by other companies, nor shall it be responsible for any errors and/or interruptions of the MeetRox Platform caused by the combined use of other components, interfaces, algorithms, hardware, and/or environments, as the interaction of the Platform with such materials and/or equipment is beyond MeetRox’s control.

12.6.

MeetRox has internally developed APIs to facilitate communication with third parties related to the Client’s activity and shall not be responsible for the internal procedures and operation of such communications when they depend on the internal processes of such third parties.

12.7. Integrations

MeetRox consumes and develops services, functionalities, and connections directly with integrations to enable the provision of its Services, and any failures arising from such integrations shall not be the responsibility of MeetRox.

12.8. Limitation of liability

MeetRox’s liability, under any circumstances, shall be limited to the direct damages demonstrably suffered by the Client, with the express exclusion of lost profits, moral damages, indirect damages, and loss of opportunity or revenues. Under no circumstances shall MeetRox’s liability exceed 10% (ten percent) of the amount paid by the Client to MeetRox under these Terms.

12.9.

MeetRox shall not be responsible for failures of the Platform resulting from issues in the Client’s infrastructure, in third-party networks, or due to force majeure events, as defined in these Terms.

13. CONFIDENTIALITY

13.1. Confidential Information

For the purposes of this instrument, confidential information (“Confidential Information”) shall mean all documents, equipment, software, any types of data, including and especially databases, materials, drawings, among others, whether of a technical, operational, logistical, economic, engineering, or any other nature, delivered, disclosed, or provided, as well as any and all matters and topics discussed, information regarding research, technical development, models, past, present, and future commercial aspects, experiences and activity results, logical simulations, correspondence, and technical elements, regardless of the need for identification by the Client or by MeetRox of their confidential nature.

13.2. Obligation of Confidentiality

The Client and MeetRox mutually undertake, including on behalf of their employees, associates, agents, and third parties who participate in any manner in the execution of the object of these Terms, to maintain the strictest and absolute confidentiality over any and all Confidential Information (“Confidentiality”).

13.3. Prohibitions

The Parties are prohibited, under any pretext, directly or indirectly, from disclosing and/or revealing, storing, copying, reproducing, or using the Confidential Information for purposes other than those set forth in these Terms, without the prior and express authorization of the Party that disclosed the Information.

13.4.

The following shall not be considered Confidential Information, provided that it is duly proven that such information:

a) Was already or became public domain at the time of disclosure;
b) Was lawfully obtained by the Parties through third parties, without direct or indirect violation of these Terms; and
c) Was already notoriously known by the receiving Party prior to its disclosure.

13.5. Disclosure of Confidential Information

If Confidential Information must be disclosed by virtue of law or court order, the Party receiving such order shall notify the Party that owns the Confidential Information prior to disclosure, so that it may adopt the measures it deems necessary to prevent disclosure. If disclosure of the Confidential Information cannot be avoided, the Party legally obligated to disclose it shall do so strictly within the limits determined by the applicable legal provision or court order.

13.6. Breach of Confidentiality

In the event of a breach of any clause of this section, the breaching Party shall be civilly and criminally liable for the breach of confidentiality and secrecy to which it is bound, for the damages caused to the other Party and/or to affected third parties, provided that such damages are duly proven. The breaching Party shall be liable for its own acts and for the acts of its administrators, employees, agents, collaborators, subcontractors, and any other persons connected to it in any capacity. Any Party that violates the conditions set forth in this clause shall give just cause for contractual termination, without prejudice to compensation for any losses and damages suffered by the harmed Party.

13.7. Term

The obligation of Confidentiality set forth herein shall remain in effect for up to 5 (five) years after the termination of these Terms, regardless of the reason for termination.

14. ANTI-CORRUPTION

14.1. Anti-Corruption Laws

The Parties declare that they are aware of the rules for the prevention and combating of corruption set forth in Brazilian legislation, including Law No. 8,429/1992 (Administrative Improbity Law), Law No. 12,846/2013, and Decree No. 8,420/2015 (collectively, the “Anti-Corruption Laws”), and undertake to comply with them faithfully, by themselves and through their partners, directors, collaborators, employees, and agents.

14.2. Anti-corruption obligations

In the exercise of the rights and obligations provided for in these Terms, in the fulfillment of their provisions, and during the execution of this instrument, the Parties undertake to:

a) Not give, offer, or promise, directly or indirectly, any asset of value or advantage of any kind to public officials or persons related to them, or to any other persons, companies, and/or public or private entities, with the purpose of obtaining an undue advantage, influencing an act or decision, or unlawfully directing business;
b) Adopt best practices for monitoring and verifying compliance with anti-corruption laws, with the purpose of preventing acts of active or passive corruption, extortion in all its forms, embezzlement, bribery, fraud, illicit practices, or money laundering by their partners, directors, collaborators, and/or contracted third parties;
c) Notify the other Party in writing and immediately upon becoming aware of any suspicion or violation of the provisions of the anti-corruption laws and/or these Terms; and
d) Provide clarifications in cases of investigation into possible violations of the anti-corruption provisions set forth in these Terms.

15. GENERAL PROVISIONS

15.1. Autonomy of the Parties

These Terms do not establish any form of association, franchise, consortium, joint venture, employment relationship, corporate relationship, or joint liability between the Parties, nor do they grant permission for either Party to perform any acts, enter into agreements, or assume obligations on behalf of the other Party, which may only be established through a specific instrument for such purposes.

15.2. Assignment of Use of Brand and Image

MeetRox may use the brand and image of the Contracting Party and the Users for promotional and marketing purposes in advertising campaigns and institutional materials, regardless of any prior and express authorization from the Contracting Party or the Users. The use of the brand and image of the Contracting Party and the Users for the purpose set forth herein shall not grant the Contracting Party or the Users any right to claim compensation in this regard.

15.3. Communications

All notices and communications shall be sent to the addresses indicated in the Commercial Proposal, by registered mail with acknowledgment of receipt or by email. The notice shall be deemed received on the date indicated in the acknowledgment of receipt or upon confirmation of the email being sent.

15.3.1.

Any change in data or information regarding the qualification of either MeetRox or the Contracting Party shall be communicated to the other Party within ten (10) calendar days. Failure to provide such communication shall result in the defaulting Party assuming all risks that such default may cause.

15.3.2.

Neither Party may claim lack of knowledge or non-receipt of any communication that has been sent and addressed in the manner described herein, and neither Party may claim lack of knowledge if, having changed its address or email, it failed to notify the other Party of such circumstance.

15.4. Calculation of Deadlines

All deadlines provided for in these Terms shall be calculated in accordance with Article 213, by analogy, and Article 224 of the Brazilian Code of Civil Procedure, that is, excluding the starting day and including the due date. All deadlines established in these Terms that fall on Saturdays, Sundays, or holidays shall be automatically extended to the first subsequent business day.

15.5. Representations and Warranties

The Parties are duly authorized to enter into these Terms, as well as to comply with the obligations set forth herein, and all legal and contractual requirements necessary for such execution have been satisfied. Furthermore, the execution of these Terms does not violate any other instruments to which the Parties are signatories, nor shall it result in the termination of any such instruments, nor grant any Party the right to claim any indemnification from the other Party in connection with the subject matter of these Terms.

15.6. Severability

If any clause contained in these Terms is declared null, unenforceable, or without effect, only such clause shall be affected, and the remaining clauses of these Terms shall remain in full force and effect.

15.7. Non-assignment

The Contracting Party undertakes not to assign, transfer, or subcontract to third parties, in whole or in part, the execution of the contractual object, without the prior and express consent of MeetRox, under penalty of contractual termination, without prejudice to any losses and damages that may be assessed.

15.8. Labor Liability

Except as expressly agreed otherwise, the Parties expressly clarify that the execution of these Terms does not create any employment relationship between them and/or their employees and the other Party, and that each Party is solely and exclusively responsible for the payment of all taxes related to its operation, as well as all salaries, benefits of any nature, labor, social security, tax charges, whether principal or ancillary, owed to its employees, agents, or contractors.

15.9. Successors

These Terms shall be binding upon the Parties and their heirs, guardians, curators, successors, trusts, and authorized assignees, for any purpose, who shall exercise the rights and obligations provided herein jointly, in order to comply with all provisions established by the Parties they succeed.

15.10. Enforceable Extrajudicial Title

This instrument is subject to the provisions of Article 784, item III, of the Brazilian Code of Civil Procedure, granting it the status of an enforceable extrajudicial title.

15.11. Tolerance as a Courtesy

Any tolerance regarding any violation of these Terms shall be considered a mere courtesy and shall not be interpreted as novation, binding precedent, waiver of rights, tacit amendment of contractual terms, acquired right, or contractual modification.

16. DISPUTE RESOLUTION

16.1. Dispute Resolution

In the event of any disputes, conflicts, matters, or discrepancies of any nature arising from or related to the Terms (collectively referred to as a “Dispute”), the Parties shall use their best efforts to resolve the Dispute.

16.1.1.

For this purpose, either Party shall notify the other of its intention to initiate the procedure described herein (“Dispute Notice”), at which point the Parties shall meet to attempt to resolve the Dispute through amicable and good-faith discussions, within a maximum period of thirty (30) days from receipt of the Dispute Notice. If the Parties reach an agreement, the terms recorded in the respective settlement agreement shall prevail between them.

16.2. Jurisdiction

If the Dispute is not resolved within the period above, the Parties elect the central court of the District of São Paulo, State of São Paulo, to the exclusion of any other, however privileged it may be, to resolve any issues arising from the interpretation or execution of the Terms.