END USER LICENSE AGREEMENT (EULA)

This End User License Agreement ("EULA") is a legal agreement between the end user individual or legal entity (the "END USER") and Mupi Systems LTDA, a limited liability company, registered with CNPJ/MF under no. 26.882.608/0001-80, headquartered at Rua Dom João Pimenta, 701, Loja 02, Centro, Montes Claros-MG, ZIP 39400-003, owner of the platform "eAgenda" (a "licenser"), for use of computer program ("software"), which includes systems, websites, and any service provided by the licensor, for the period in which you use it.

1. USE LICENSE
   1. The licensor, who is the owner and legitimate holder of all rights to the SOFTWARE, licenses, while this EULA is in force, to the CONTRACTOR the right to non-exclusive, non-transferable use, not susceptible to sublicense in any form or condition.
   2. By using the SOFTWARE, even partially or for testing purposes, the CONTRACTOR will be bound by the terms of this EULA, fully agreeing with them and, in case of disagreement with the terms presented here, the use of the SOFTWARE must be immediately stopped.
   3. Under no circumstances shall the LICENSEE have access to the source code of the SOFTWARE hereby licensed, as it is the intellectual property of the LICENSOR.
   4. This license does not permit:
      1. Bypass or ignore technological protection measures related to the SOFTWARE;
      2. Disassemble, decompile, decrypt, hack, emulate, explore, nor reverse engineer the SOFTWARE or the CONTENT included or accessible through the Platform, or, in any other way, exploit THE SOFTWARE, except as expressly permitted by the LICENSOR;
      3. Remove any copyright notice, trademark right, or other ownership notice from any part of the SOFTWARE.
      4. To share, without authorization from the LICENSOR, the materials of your intellectual property, made available in the account configuration, as requested by the CONTRACTOR to the LICENSOR
2. TERM OF THE AGREEMENT
   1. The present EULA becomes effective on the date of acceptance by the CONTRACTOR and will remain in effect indefinitely, however, it can be terminated at any time, by either party, without the payment of a fine.
   2. The termination of this EULA will be subject to the settlement of all amounts due up to the date of termination.
3. AVAILABILITY
   1. The LICENSOR will make all possible technical efforts to make the service available for at least 99% (ninety-nine percent) of the time during each year of the relationship. However, the provision of the service may be interrupted, without any right to compensation or indemnity to the CONTRACTOR, for:
      1. Technical and/or operational maintenance requiring temporary system shutdown or preventing access;
      2. Force majeure events and other cases of liability exclusions provided by current legislation;
      3. Actions by third parties, whether intentional or negligent, that prevent the provision of services;
      4. Interruption or suspension of telecommunications services;
      5. Failures in transmission and/or routing systems affecting Internet access;
      6. Unavailability or access issues with data centers.
   2. The CONTRACTOR acknowledges that the operation of the SOFTWARE may suffer external interferences that are beyond the efforts of the LICENSOR. In all other cases, any failure should be reported for immediate repairs.
   3. The response times for addressing END USER requests are as follows:
      1. Software Unavailability: 1 hour
      2. Unavailability of a software feature: 2 days
      3. Workaround Issue: 3 days
      4. Low Impact Issues: 5 days
4. LIMITED WARRANTIES AND LIABILITY
   1. The technological stage does not allow to ensure that the contracted SOFTWARE, developed on platforms from various suppliers, will not present errors, inaccuracies, weaknesses, and defects, or that the operation will be uninterrupted, therefore the LICENSOR also does not guarantee them. Therefore, the LICENSEE is aware that the software licensing is in its current state, with all the specific characteristics of this type of software, and that its use will be at their own risk.
   2. THE CONTRACTOR is responsible for any availability interruptions of the SOFTWARE or information leaks caused by viruses, worms, trojans, or other harmful components acquired by the CONTRACTOR, for which reason it is informed that it must keep its electronic devices free from any malware mentioned above.
   3. By using the application, the CONTRACTING PARTY agrees not to hold the LICENSOR or any of its partners and authorized parties liable for any loss or damage of any kind that the CONTRACTING PARTY may have suffered as a result of improper appropriation, interception, deletion, destruction, or use of information entered into the SOFTWARE.
   4. THE LICENSOR expressly disclaims any liability for losses and damages, lost profits, damages of any kind, or any other direct damages, possibly caused to the CONTRACTOR or their Clients, resulting from the improper use of the SOFTWARE, both by the CONTRACTOR and their Clients.
5. PAYMENTS
   1. The LICENSEE shall pay the LICENSOR the value of the chosen licensing plan and in accordance with the frequency defined among the payment options made available to the LICENSEE at the time of contracting, which will occur electronically, through the completion of the registration and acceptance of the terms herein, through the website eagenda.com.br.
   2. If the CLIENT, during the term of this agreement, chooses another licensing plan, the amounts will be adjusted according to the new plan selected.
   3. The payment for licensing will be in the pre-paid format, that is, the CONTRACTOR must make the payment in advance, according to the values of the selected plan.
   4. Failure to pay any amounts on their respective due dates will not result in the automatic termination of the EULA, but will cause the LICENSEE's access to the SOFTWARE to be suspended until the financial obligations have been settled. Access to the SOFTWARE will only be restored after the LICENSEE's full payment of all outstanding amounts has been identified by the LICENSOR.
   5. Payments made after the due date will have the principal amount increased by monetary correction, late interest of 1% (one percent) per month, a penalty of 2% (two percent), attorney's fees, and court costs, if an attorney's intervention is required for debt collection, all without prejudice to applicable contractual and legal measures.
   6. Should the access suspension last for more than 30 (thirty) days, the LICENSOR may completely delete the information entered in the SOFTWARE by the USER, without prejudice to actions to collect the amounts due.
   7. The values ​​established at the time of SOFTWARE licensing will be updated on January 01 of each year, by the INPC/IBGE accumulated in the period, or in case of its extinction, by another official index that comes to replace it.
   8. The values can also be readjusted due to extraordinary and unforeseeable events, which make the continuity of the service too burdensome and economically unfeasible, in which case the USER has up to 90 days to decide on the continuing use of the service.
6. INTELLECTUAL PROPERTY
   1. All content included or available in the SOFTWARE, including website design, text, graphics, interfaces, editorial content, data, formatting, design, HTML, photographs, music, sounds, images, software, videos, and other content, and the selection or arrangement of the same in the SOFTWARE, is owned by the LICENSOR or its partners, affiliates, contributors, or third parties.
   2. The CONTRACTOR agrees not to use any robot, spider, or any other automatic device, or manual process to monitor or copy the web page or its content without the prior written authorization from an authorized agent of the LICENSOR.
7. CONFIDENTIALITY
   1. Each party undertakes to, during and within 5 (five) years after the termination of the legal relationship, keep and treat with secrecy and not disclose to third parties any confidential information related to the system, services, contractor data, trade secrets, strategies, and others, or use the privilege of access to said information for conflicting purposes other than those provided for in this Agreement.
8. INFORMATION SECURITY AND DATA PROTECTION
   1. The LICENSOR agrees to provide the necessary technical measures for the security of the software information and for the protection of personal data and privacy.
   2. The parties, on their own and on behalf of their employees, undertake to act in accordance with the current legislation on Personal Data Protection and the determinations of regulatory / supervisory bodies on the subject, especially Law no. 13,709/2018, as well as other data protection rules and policies of each country where there is any type of customer data processing, including the data of these customers.
   3. Each Party undertakes to inform and instruct its employees and clients regarding the protection and privacy of personal data that may be processed in the software, as well as the confidentiality and secrecy of any information arising from this instrument.
   4. The contractor declares that, if required by law, they have the consent of all their employees and customers for their data to be used for the purposes of this contract.
   5. Data subjects have the right to demand at any time that their personal data be rectified, updated, and/or deleted, which will be done by the CONTRACTOR with account administration permissions.
   6. In the processing of personal data, the LICENSOR must:
      1. Handle the personal data to which you have access only in accordance with the instructions of the CONTRACTING PARTY and in compliance with these clauses, and, in the event that you are no longer able to fulfill these obligations, for any reason, agree to formally notify this fact immediately to the CONTRACTING PARTY, who will have the right to terminate the contract without any cost, fine, or charge.
      2. Maintain and use appropriate and sufficient administrative, technical, and physical security measures to protect the confidentiality and integrity of all personal data held or accessed/transmitted electronically, to ensure the protection of this data against unauthorized access, destruction, use, modification, disclosure, or accidental or unlawful loss.
      3. Access the data within its scope and to the extent covered by its access permission (authorization) and that personal data cannot be read, copied, modified, or removed without the express and written authorization of the CONTRACTING PARTY, sent by email.
      4. Ensure, by themselves or any of their employees, agents, partners, directors, representatives, or hired third parties, the confidentiality of the processed data, ensuring that all their employees, agents, partners, representatives or hired third parties dealing with personal data under the responsibility of the LICENSEE have signed a Confidentiality Agreement with it, as well as keeping any Personal Data strictly confidential and not using it for other purposes, except for the provision of services to the CONTRACTOR;
      5. Promote training and guidance to your team on the legal provisions applicable to data protection.
      6. Personal data cannot be disclosed to third parties, except with the prior written authorization of the CONTRACTOR, either directly or indirectly, whether through the distribution of copies, summaries, compilations, extracts, analyses, studies, or other means containing or otherwise reflecting said information.
      7. The LICENSOR has the right to use data anonymously for statistical and research purposes to improve the updates of the tools offered, respecting the specifications of the Law regarding anonymization and the impossibility of identifying the individual.
      8. The LICENSOR will subcontract all services necessary for the full operation of the SOFTWARE with service providers that meet the security and privacy measures required to comply with national legislation, as defined in the Information Security and Privacy Policy.
      9. The data entered by the CLIENT and their team during the use of the SOFTWARE will be stored on servers in cloud data centers of companies holding ISO 27001 certification, located in Brazil or abroad, particularly in the United States.
      10. If the LICENSOR is required by law to provide personal data to a public authority, it must inform the CONTRACTOR beforehand so that the latter can take the necessary measures, which will be done via email.
      11. The LICENSOR must notify the CONTRACTOR within 24 (twenty-four) hours by email regarding:
          1. Any non-compliance (even if suspected) with legal provisions regarding the protection of Personal Data by the LICENSOR, its employees, or authorized third parties;
          2. Any other security breach within the scope of activities and responsibilities of the LICENSOR.
      12. The CONTRACTOR must notify the LICENSOR within 24 (twenty-four) hours, by email, regarding any information security or privacy incidents that may compromise the software or the reputation of the LICENSOR, in case it is possible for the LICENSOR to take any technical measure to cease the incident.
      13. Dimension Structure - Privacy - Accountability. Confidentiality agreements, responsibility terms, secrecy terms are signed with the entities and personal data operators? It is important that the terms and agreements inform about the following items, but are not limited to them: types of processing of personal data to be carried out by the recipient of the data; actions required when the sharing ends, such as data destruction, responsibility, and actions of the signatories to prevent unauthorized disclosure of personal data; legal basis for sharing; right to audit and monitor activities involving personal data; process to notify or report breaches; unauthorized disclosures of personal data; actions to be taken in case of agreement breach; and other possible measures. ISO/IEC 29151:2017 (clause 13.2.5)
      14. Dimension Structure - Privacy - Accountability. The contracts signed with the operators contain clauses that include, but are not limited to: an adequate statement about the scale, nature, and purpose of the contracted processing; reporting cases of data breach, unauthorized processing, or other non-compliance with the contractual terms and conditions; measures applicable in the termination of the contract, especially regarding the secure deletion of personal data; preventing the processing of personal data by subcontractors, except with the controller's approval
9. ANTI-BRIBERY AND ANTI-CORRUPTION POLICY
   1. The parties undertake to observe the legal precepts established by the Brazilian legal system regarding the fight against corruption, especially Law No. 12.846, of August 1, 2013, and, where applicable, the following international treaties: Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (OECD Convention) - promulgated by Decree No. 3,678, of November 30, 2000; the Inter-American Convention against Corruption (OAS Convention) - promulgated by Decree No. 4,410, of October 7, 2002; and the United Nations Convention against Corruption (UN Convention) - promulgated by Decree No. 5,687, of January 31, 2006.
   2. Non-compliance with anti-corruption legal precepts will be considered a serious violation of this EULA and will entitle the aggrieved party, acting in good faith, to declare the EULA terminated immediately, without any cost or penalty, and to be reimbursed for any losses and damages.
10. FINAL PROVISIONS
    1. Any changes to this EULA, at the LICENSOR's discretion, will be considered applicable from the date of publication of the new version on eagenda.com.br/en/terms-of-use, and it will therefore be the USER's responsibility to stay updated.
    2. Continuous use of the SOFTWARE after any changes to this EULA will imply the CONTRACTOR's tacit acceptance of the changes.
    3. Tolerance of any breach of the clauses and conditions of this TERMS OF USE will not constitute a novation of the obligations stipulated herein and will not prevent or inhibit the LICENSOR's ability to enforce them at any time.