Terms and conditions

SUBSCRIPTION CONTRACT FOR “STRATEEGIA”

The CLIENT fully accepts the content and clauses of the SUBSCRIPTION CONTRACT FOR “STRATEEGIA”, hereinafter referred to as CONTRACT, as follows:

1. OBJECT OF THE CONTRACT

1. DIGITAL STRATEGY, in the context of this contract, identifies DIGITAL STRATEGY TECNOLOGIA DA INFORMAÇÃO LTDA, registered with CNPJ under nº 26.208.565/0001-52 and headquartered at Rua da Guia, nº 217, Recife neighborhood, Recife/PE, ZIP code 50.030-210.

2. The purpose of this CONTRACT is the granting by DIGITAL STRATEGY to the CLIENT of a subscription to access the software application hereinafter identified as STRATEEGIA, as defined and regulated in the following points and clauses.

2. NATURE AND SCOPE OF THE STRATEEGIA SUBSCRIPTION

1. DIGITAL STRATEGY holds all intellectual property rights over STRATEEGIA and is fully authorized to enter into subscription contracts for STRATEEGIA, setting the contractual terms as it deems fit.

2. DIGITAL STRATEGY grants the CLIENT a subscription to use STRATEEGIA in the SaaS (Software as a Service) modality, which consists of web access with Username/Password combination or Google authentication, observing the other conditions presented in this CONTRACT.

3. This subscription is onerous, temporary, revocable, non-exclusive, and unrestricted in terms of territory.

4. The subscription (and subsequent enjoyment) of STRATEEGIA will occur upon the formalization of this CONTRACT, with the CLIENT being authorized to use STRATEEGIA in full compliance with the conditions accepted herein and while the CONTRACT is valid and effective, notably as long as the CLIENT punctually fulfills the payments and other obligations to which it is bound.

5. Access to STRATEEGIA requires the CLIENT to create an account, with Username/Password combination or Google authentication, on the STRATEEGIA support website.

6. The CLIENT may create a BASIC, PRO, TEAM, BUSINESS, COMPANY, ENTERPRISE, or CUSTOM account, under the terms and conditions set forth in the other clauses of this CONTRACT.

7. Creating an account on the STRATEEGIA platform allows the CLIENT to access a catalog of strategy kits and decision support tools (the Contents), which can be used, applying them to their own business context, entrepreneurial project, or projects they mentor, according to the subscribed plan.

8. The use that the CLIENT makes of the said Contents will always and in all cases be restricted to the account, with no data of any nature that the CLIENT enters into their account on the STRATEEGIA platform being shared with any other users or third parties, except in the case provided in 2.9 and 7.4., regarding the CLIENT’s own Contents that they unilaterally decide to share.

9. The CLIENT also has the right, regardless of the use they make of the Contents, to create and/or upload other similar tools and kits. Item 7.4 of Clause 7, infra, specifically governs the provisions in this item 2.9 regarding Intellectual Property Rights.
10. STRATEEGIA offers users the option of authentication through their Google account, using OAuth technology. This method allows users to securely and conveniently access their STRATEEGIA accounts without the need to create a specific password for the service. Google authentication follows the security standards established by Google. STRATEEGIA will have access only to the essential information provided by the user for the creation or linking of the account.

3. PRICE AND BILLING

1. Access to STRATEEGIA assumes the following Subscription Plans:

2. By “shared account” is meant, in the context of the TEAM, BUSINESS, COMPANY, ENTERPRISE, or CUSTOM Plans, the possibility of adding up to 5 (five) – TEAM, up to 50 (fifty) – BUSINESS, up to 150 (one hundred and fifty) – COMPANY, up to 1,000 (one thousand) – ENTERPRISE, or personalized – ENTERPRISE user accounts, including the main subscriber’s account. By “custom templates” is meant, in the context of any of the Plans described above, any other contents, tools, and similar templates added by the CLIENT, beyond those provided in STRATEEGIA, in their reserved area. By “custom kits” is meant, in the context of any of the Plans described above, any other contents, tools, and similar kits added by the CLIENT, beyond those provided in STRATEEGIA, in their reserved area. By “public journeys” is meant, in the context of any of the Plans described above, any other contents, tools, and similar journeys added and published by the CLIENT, beyond those provided in STRATEEGIA, in their reserved area.

3. The defined values already include taxes.

4. During the term of the CONTRACT, the agreed value may undergo changes/updates, with which the CLIENT hereby expressly agrees.

5. The payment system in effect for all transactions under this CONTRACT will be PAYPAL or PIX.

4. AVAILABILITY OF STRATEEGIA

1. DIGITAL STRATEGY will make its best efforts to ensure the highest availability of use and enjoyment of STRATEEGIA by the CLIENT, although it does not guarantee 100% availability.

2. DIGITAL STRATEGY will also guarantee the CLIENT, under this CONTRACT, a set of ancillary support, maintenance, and hosting services, aiming for the enjoyment of STRATEEGIA’s functionalities and utilities.

5. SUPPORT

1. The SUPPORT service aims to solve technical issues related to the operation of STRATEEGIA, expressly excluding from the scope of this SUPPORT direct assistance or support to any third parties related to the CLIENT.

2. The CLIENT may under this CONTRACT request support from STRATEEGIA SUPPORT via email: support@strateegia.digital.

3. STRATEEGIA SUPPORT is a dedicated service channel for technical support to the CLIENT, composed of a team with product knowledge and qualified to maintain the availability of STRATEEGIA.

4. Whenever the support team detects abnormal operation of STRATEEGIA, it will make its best efforts to restore its operability, following continuous update guidelines and according to the severity of the event or anomaly.

5. The types of SUPPORT calls are as follows:

• Question – if there are any questions about the use of the STRATEEGIA platform by the CLIENT;

• Incident – if the CLIENT notices any abnormal behavior of STRATEEGIA functionalities.

6. The service levels offered by STRATEEGIA SUPPORT vary according to the type of call and its respective severity level, which will be assessed by the STRATEEGIA technical team according to the following criteria, all without prejudice to what is provided for in force majeure, infra, in 11.3.:

6. MAINTENANCE

1. The maintenance service of STRATEEGIA aims to provide updates to the STRATEEGIA platform, materialized in improvements and general adjustments, to be developed and incorporated by DIGITAL STRATEGY, under its own criteria and within the timelines unilaterally defined.

7. HOSTING

1. The hosting service consists of hosting the Contents and other assets that may eventually be developed, created, or hosted by the CLIENT on a server controlled by DIGITAL STRATEGY and accessible through the STRATEEGIA platform.

2. DIGITAL STRATEGY will be responsible at all times for the operability and accessibility of STRATEEGIA by the CLIENT, managing the respective infrastructure.

3. The STRATEEGIA Platform uses some third-party services to enable its operation. It is hosted on data centers owned by the Google Cloud Platform (GCP), which comply with all privacy requirements and personal data protection in force in the European Union.

4. In accordance with the provisions of item 2.9 of Clause 2 above, the CLIENT has the right to create and/or upload other similar instruments and kits, such as the hiring of some additional services below, being solely and exclusively responsible for sharing personal data with the third-party service providers contracted, as well as for reviewing the services provided by the third parties, over which DIGITAL STRATEGY has no control.

• databases, data analysis, and search, which also use GCP; and

• acquisition of credits to use artificial intelligence services provided by third parties, using OPEN AI technology.

5. An exception to compliance with the temporary disruption level caused by an update of the STRATEEGIA platform, these cases, except for force majeure situations as defined in 11.3., previously communicated by SUPPORT to the CLIENT.

8. CONFIDENTIALITY

1. DIGITAL STRATEGY undertakes to: (a) Maintain confidentiality regarding all CLIENT information accessed under this CONTRACT and/or its execution and compliance; (b) Not disclose said information to any third party outside the restricted scope of its activity, without the prior authorization of the CLIENT; (c) Not use the CLIENT information accessed for any purpose other than the fulfillment of this CONTRACT; and (d) Employ the same degree of care in protecting CLIENT information as it employs in protecting its own information, but never less than a reasonable degree of care.

2. Without prejudice to the provisions of 8.1., DIGITAL STRATEGY is authorized to share CLIENT information (or disclosed by it) with its employees, advisors, and other collaborators who need access to it by virtue of the fulfillment of this CONTRACT, provided that they are all previously bound by a written commitment of confidentiality with DIGITAL STRATEGY.

3. The provisions of 8.1. do not apply to any and all information disclosed by the CLIENT to DIGITAL STRATEGY that: (a) Is already known to DIGITAL STRATEGY at the time of its disclosure by the CLIENT and without any confidentiality obligation; (b) Becomes publicly available through no fault of DIGITAL STRATEGY; (c) Is developed independently by DIGITAL STRATEGY without the use of the CLIENT’s information; or (d) Is received by DIGITAL STRATEGY from a third party without restriction on disclosure and without breach of confidentiality obligations.

4. For the purposes of this CONTRACT, “CLIENT Information” shall mean all and any information and/or documentation that: (a) is made available to DIGITAL STRATEGY by or on behalf of the CLIENT; or (b) is generated by DIGITAL STRATEGY, based on any information provided by the CLIENT.

9. DATA PROTECTION

1. DIGITAL STRATEGY shall comply with all applicable data protection laws and regulations and the terms and conditions of this CONTRACT, including those established in the PRIVACY POLICY provided to the CLIENT during the registration process on the STRATEEGIA platform.

2. By accepting the terms of this CONTRACT, the CLIENT consents to the collection, use, processing, and transfer of its data by DIGITAL STRATEGY, for the purposes and under the terms described in this CONTRACT and in the PRIVACY POLICY, which includes the sharing of its data with third parties and their affiliates, in order to provide and improve the services offered by the STRATEEGIA platform.

3. The CLIENT is responsible for obtaining any necessary consents, permissions, and approvals for the collection, use, processing, and transfer of data, including personal data, that it may provide or make available to DIGITAL STRATEGY through the STRATEEGIA platform.

4. The CLIENT acknowledges and agrees that the STRATEEGIA platform may use cookies and other tracking technologies to collect and store information about its use of the platform.

5. The CLIENT may revoke its consent to the collection, use, processing, and transfer of its data by DIGITAL STRATEGY at any time, by sending a written request to the email address: support@strateegia.digital.

10. INTELLECTUAL PROPERTY

1. All intellectual property rights over the STRATEEGIA platform, including any improvements, modifications, or customizations made by DIGITAL STRATEGY at the request of the CLIENT, shall belong exclusively to DIGITAL STRATEGY.

2. The CLIENT undertakes not to: (a) Use the STRATEEGIA platform in any way that may infringe the intellectual property rights of DIGITAL STRATEGY or any third party; (b) Copy, modify, adapt, translate, or create any derivative works of the STRATEEGIA platform or any part thereof; (c) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the STRATEEGIA platform, except to the extent expressly permitted by applicable law; or (d) Remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the STRATEEGIA platform.

3. The CLIENT grants DIGITAL STRATEGY a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, and display any data, content, or other materials that the CLIENT uploads, submits, stores, or transmits through the STRATEEGIA platform, solely for the purposes of providing and improving the services offered by the STRATEEGIA platform.

4. The provisions of this clause shall survive the termination or expiration of this CONTRACT for any reason.

11. TERMINATION

1. This CONTRACT shall remain in force until terminated in accordance with its provisions.

2. Either party may terminate this CONTRACT at any time, for any reason or no reason, by giving written notice to the other party.

3. Either party may terminate this CONTRACT immediately upon written notice to the other party if: (a) The other party commits a material breach of this CONTRACT and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) The other party becomes insolvent, bankrupt, or otherwise unable to pay its debts as they become due.

4. Upon termination of this CONTRACT for any reason: (a) All rights and licenses granted to the CLIENT under this CONTRACT shall immediately terminate; (b) The CLIENT shall immediately cease all use of the STRATEEGIA platform and delete or destroy all copies of the STRATEEGIA platform in its possession or control; and (c) Each party shall return or destroy all Confidential Information of the other party in its possession or control.

5. The provisions of clauses 8 (Confidentiality), 9 (Data Protection), 10 (Intellectual Property), 12 (Limitation of Liability), and 13 (General Provisions) shall survive any termination or expiration of this CONTRACT for any reason.

12. LIMITATION OF LIABILITY

1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE CLIENT UNDER THIS CONTRACT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

3. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS CLAUSE 12 SHALL APPLY: (a) REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE; AND (b) EVEN IF THE REMEDIES PROVIDED HEREIN FAIL THEIR ESSENTIAL PURPOSE.

4. NOTHING IN THIS CONTRACT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR: (a) DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE; (b) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (c) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

13. GENERAL PROVISIONS

1. Entire Agreement. This CONTRACT constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

2. Amendment. No amendment to this CONTRACT shall be effective unless it is in writing and signed by both parties.

3. Assignment. Neither party may assign, delegate, or transfer any of its rights or obligations under this CONTRACT without the prior written consent of the other party; provided, however, that either party may assign this CONTRACT in its entirety without the other party’s consent to: (a) An affiliate or (b) A successor to all or substantially all of its business or assets to which this CONTRACT relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise.

4. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) When delivered by hand (with written confirmation of receipt); (b) When received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) On the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) On the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

5. Waiver. No waiver of any term or condition of this CONTRACT shall be effective unless it is in writing and signed by the party waiving its rights hereunder. No waiver shall be deemed to be a waiver of any other or subsequent breach or default, whether of the same or similar nature, nor shall any waiver constitute a continuing waiver. No waiver shall be implied from conduct or failure to enforce any rights, and no single or partial exercise of any right shall preclude the further exercise of such right or the exercise of any other right.

6. Severability. If any provision of this CONTRACT is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under any applicable law, such provision shall be deemed modified to the extent necessary to make such provision enforceable, and the remaining provisions of this CONTRACT shall not be affected or impaired.

7. Governing Law. This CONTRACT and all disputes or claims arising out of or in connection with this CONTRACT or its subject matter shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule.

8. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or in connection with this CONTRACT or its subject matter shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

9. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

10. Counterparts. This CONTRACT may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11. Electronic Signatures. The parties agree that the electronic signatures, whether digital or encrypted, of the parties included in this CONTRACT are intended to authenticate this writing and to have the same force and effect as manual signatures.

12. Headings. The headings in this CONTRACT are for reference only and shall not affect the interpretation of this CONTRACT.

13. Survival. Any provisions of this CONTRACT that by their nature should survive termination or expiration of this CONTRACT shall survive, including, but not limited to, clauses 8 (Confidentiality), 9 (Data Protection), 10 (Intellectual Property), 12 (Limitation of Liability), and 13 (General Provisions).