TL, within the Framework of this AGREEMENT, identifies TALENTOS EMERGENTES, CONSULTORIA, LDA., a private law company organized under the laws of Portugal, VAT No. 515711462, with legal headquarters address at Rua dos Três Lagares (antiga Praça Municipal do Fundão, Incubadora a Praça), 6230-421 Fundão, Portugal.

This AGREEMENT defines and regulates the subscription access by the CLIENT to a software application identified as STRATEEGIA, as duly regulated in the following clauses.

1. TL is duly entitled to operate in the market under exclusive license of TDSC, DIGITAL STRATEGY TECNOLOGIA DA INFORMAÇÃO LTDA, a private law company organized under the laws of Brazil, the sole owner of all STRATEEGIA intellectual property rights and part of a company group with TL. Accordingly, TL is duly authorized and entitled to celebrate STRATEEGIA subscription agreements, defining their respective contents.
2. A TL grants the CLIENT a SaaS (Software as a Service) STRATEEGIA subscription, whose access is provided through a Username/Password combination, following all the remaining rights and obligations defined in this AGREEMENT.
3. This subscription is paid, temporary, revocable, non-exclusive and worldwide.
4. The STRATEEGIA subscription (and its respective fruition) is confirmed by the formal acceptance of this AGREEMENT,
5. STRATEEGIA access requires the CLIENT to create an account with a Username/Password combination in STRATEEGIA website.
6. The CLIENT may create either a BASIC, PRO, BUSINESS or ENTERPRISE account, under the terms and conditions hereby defined in this AGREEMENT.
7. The STRATEEGIA account creation enables the CLIENT the access to a catalogue of strategy and decision-support kits (hereinafter “the Contents”) which the CLIENT can use and adapt to his own case, company, entrepreneurial venture or project which he is mentoring, according to the subscribed account plan.
8. The CLIENT´s use of the Contents shall in each and every case be reserved to his account. In no case the CLIENT´s Contents as part of (or included in) his STRATEEGIA account area will be shared with (or disclosed to) other STRATEEGIA users or to any third parties by TL, except in the cases duly defined in 2.9 and 6.4. regarding CLIENT´s own Contents which the CLIENT at his sole discretion decides to share with other users.
9. The CLIENT further retains the right to create and/or to upload other Contents to his STRATEEGIA account. Number 6.4. of Clause Sixth specifically regulates the case of this number 2.9 with respect to Intellectual Property Rights.

1. STRATEEGIA access is granted under the following Subscription plans:
   

   PLAN	PRICE (MONTHLY)	CHARACTERISTICS
   BASIC	Free	Up to 3 PRO journeys   Illimited BASIC journeys   Access to strateegia templates   Access to community templates   Personalized templates   Access to strateegia kits   Access to community kits   Personalized kits   Access to community journeys   Public journeys   Access to general analysis
   PRO	12,90 €	Illimited journeys Access to strateegia templates Access to community templates Custom templates Access to strateegia kits Access to community kits Custom kits Access to community journeys Public journeys Access to general and by points or maps analysis Illimited mentors
   BUSINESS	47,90 €	Up to 5 shared accounts Up to 50 projects Access to STRATEEGIA kits Tailored/personal kits
   ENTERPRISE	price to define	Up to how many shared accounts were defined Illimited journeys Access to strateegia templates Access to community templates Access to team templates (coming soon) Custom templates Access to strateegia kits Access to community kits Access to team kits (coming soon) Custom kits Access to community journeys Public journeys Access to general and by points or maps analysis Illimited mentors

   By “shared account” is understood, in the meaning of the BUSINESS and ENTERPRISE Plans, the possibility of adding up to 5 (five) – BUSINESS – or customized – ENTERPRISE – user accounts, including the main subscriber.
   

   “Custom templates” means, within the meaning of any of the Plans described above, any other content, instruments and similar templates added by the CLIENT, in addition to those available on STRATEEGIA, in its reserved area.
   “Custom kits” means, within the meaning of any of the Plans described above, any other content, instruments and similar kits added by the CLIENT, in addition to those available on STRATEEGIA, in its reserved area.
   “Public journeys” means, within the meaning of any of the Plans described above, any other content, instruments and similar journeys added and published by the CLIENT, in addition to those made available on STRATEEGIA, in its reserved area.

2. To all fees due and described in 3.1. above shall be added VAT at the legal rate in force.
3. During the AGREEMENT term, the agreed fees can be updated, which the CLIENT hereby declares to fully acknowledge and accept.
4. PAYPAL shall be the default payment protocol under this AGREEMENT.

1. 1. TL shall perform its best efforts in order to provide the highest possible availability of the STRATEEGIA service to the CLIENT, however not assuring 100% of the service´s availability.
   2. TL further assures to the CLIENT under this AGREEMENT a package of technical support services, maintenance and hosting, providing the CLIENT his use of STRATEEGIA.

1. 1. TECHNICAL SUPPORT has the objective of solving technical issues related with STRATEEGIA operation, however expressly excluding of this TECHNICAL SUPPORT any helpdesk of direct support of any users or third parties related with the CLIENT.
   2. The CLIENT may request the TECHNICAL SUPPORT through the email: support@strateegia.digital.
   3. STRATEEGIA TECHNICAL SUPPORT is a dedicated channel for the CLIENT´s support provided by a skilled and acknowledged team to assure STRATEEGIA´s availability.
   4. STRATEEGIA´s support team shall deliver its best efforts to recover STRATEEGIA´s operation after an event of malfunction, according to the severity of the event and following continuous update instructions.
   5. STRATEEGIA SUPPORT calls are classified as follows:
      
      • Doubt – in case of any doubt on the use and operation of STRATEEGIA platform by the CLIENT;• Doubt – in case of any doubt on the use and operation of STRATEEGIA platform by the CLIENT;
      • Incident – if the CLIENT communicates any defective behaviour of STRATEEGIA functionalities
   6. STRATEEGIA TECHNICAL SUPPORT levels of service vary upon the type of call and its degree of severity, which are in each case ranked by STRATEEGIA technical support team according to the following criteria, without prejudice of the below-defined about force majeure occurrences in 8.3:
      

      SEVERITY	DESCRIPTION	RESOLUTION TIME (ON BUSINESS DAYS)
      Urgent	High impact for the CLIENT and full unavailability of the STRATEEGIA platform; no solution for circumventing the event.	24 hours
      High	Serious event, although with partial impact on STRATEEGIA platform operation; a solution can be provided to overcome the event.	72 hours
      Medium	Common operation problems on STRATEEGIA platform, generated by specific issues with can be circumvented.	According to the criteria defined by STRATEEGIA SUPPORT Team.
      Low	Low impact, does not affect the use of STRATEEGIA platform by the CLIENT.	According to the criteria defined by STRATEEGIA SUPPORT Team.

1. 1. STRATEEGIA MAINTENANCE service aims to deliver STRATEEGIA platform general adjustments and updates, to be developed and released by TL, under its own criteria and according to the timings which TL unilaterally defines.

1. HOSTING service comprises the storage of Contents and other assets developed, created or stored by the CLIENT in a server facility controlled by TL and accessible through STRATEEGIA platform.
2. TL is fully responsible for the use and access to STRATEEGIA by the CLIENT, managing its technical infrastructure.
3. STRATEEGIA platform uses third-party services to assure its performance and availability. This platform is hosted in datacentres belonging to Google Cloud Platform (GCP), which are fully compliant with all privacy and data protection legislation in force in the EU.
4. Some additional services part of STRATEEGIA´s platform, such as databases, data analytics and search engines are also based in GCP, according to the terms duly defined in 5.12.
5. Some additional services part of STRATEEGIA´s platform, such as databases, data analytics and search engines are also based in GCP, according to the terms duly defined in 5.12.
6. Exceptions to the performance of the HOSTING levels of service defined in 4.14 may occur due to temporary unavailability of the STRATEEGIA platform due to update and/or maintenance operations, which shall be timely communicated to the CLIENT by STRATEEGIA technical team, except in the event of any force majeure cases as defined in 8.3.

1. TL agrees to:(a) Keep in strict confidentiality any and all CLIENT´s information which is disclosed to TL and/or that TL becomes aware of through this AGREEMENT performance or within the context of its performance;(b) Refrain from any disclosure of the CLIENT´s information to any third party outside the strict radius of TL´s activity, without the CLIENT`s previous consent;
   

   (c) Not use CLIENT´s information for any other purpose apart from this AGREEMENT´s performance;

   (d) Apply the same degree of care to the protection of the confidential nature of the CLIENT´s information that TL employs for the protection of TL´s own confidential information, but never less than a reasonable degree of care.

2. Without prejudice of the above, TL is duly entitled to deliver and share the CLIENT´s information with its own staff, consultants and other contributors which need to access said information due to this AGREEMENT performance, provided however that each and every one of said collaborators is previously tied to TL by a written duty of confidentiality.
3. The obligations set in 5.1. above do not apply to any and all CLIENT´s information that:(a) Was already known by TL in the moment of its disclosure by the CLIENT;(b) Is part of the public domain, however not due to any TL´s fault or defective behaviour;
   

   (c) Was disclosed to TL by a third party in circumstances which are deemed to conclude that any breach of any confidential obligations by said third party have occurred;

   (d) Must be disclosed by TL following any judicial order or to comply with any other command determined by a public authority.

4. The CLIENT authorizes TL to mention the TL CLIENT status in TL promotional materials, website, social networks official pages and through other means of communication, fully recognizing that these mentions do not configure, in any case or event, a breach of TL´s duty of confidentiality.
5. This duty of confidentiality ties TL to the CLIENT during all this AGREEMENT term plus a minimum period of 5 (five) years, except in the event that both parties agree otherwise.

1. 1. The source code, trademarks, designs, processes, drafts and reports, website, blog and any and all STRATEEGIA materials (or related thereof), as well as all trade secrets embedded in STRATEEGIA, are exclusively owned by TL. Accordingly, the CLIENT does not acquire any of the aforementioned STRATEEGIA intellectual property rights or any license or option on said assets.
   2. The CLIENT expressly and fully accepts and acknowledges to access and use STRATEEGIA within the scope and limits duly defined in this AGREEMENT and to refrain from practice the following acts:
      
      • To access STRATEEGIA source code and to use, copy, change or manipulate said code, in whole or in part, under any technical form or means, as well as to practice any act which may determine its offer or disclosure to any third party which may allow it to perform any of the above-mentioned actions under the source code;
      • To sell, copy, reproduce, transfer, give, sublicense, rent or loan STRATEEGIA;
      • To change, edit, erase, add, in whole or in part, any STRATEEGIA source code line, as well as to remove or change any copyright, trademark or other intellectual property mention visible on STRATEEGIA or in any of its support materials;
      • To practice any kind of reverse engineering or decompiling of STRATEEGIA.
   3. The practice of any of the above-cited acts or any other by the CLIENT which may prejudice, harm or suppress TL rights on STRATEEGIA are deemed as AGREEMENT termination causes by TL, regardless of the CLIENT´s criminal and civil liability arising from the practice of said acts, under the applicable laws in force.

 
II. CLIENT´s Intellectual Property rights

1. With respect to the Contents better defined and described in 2.9 above, the CLIENT:
   
   1. Is entitled to create other instruments and kits, to be uploaded to the CLIENT´s STRATEEGIA personal account and to use them in an exclusive basis;
   2. Is free to upload tailored and personal kits and contents to his STRATEEGIA personal account for his exclusive use, provided however that in this case the CLIENT assumes full and complete liability with regard to any third party claims or legal actions based on potential infringement of intellectual property rights by said personal kits and contents. Accordingly, the CLIENT must in each and every case assure its freedom of operation of the contents and that said use does not infringe any third party IP rights. TL reserves the right, upon any legitimate third party´s request, to delete or eliminate of STRATEEGIA platform any content which may be in infringement of third party intellectual property rights, regardless of the CLIENT´s direct liability on said potential infringement. Moreover, said event constitute grounds for immediate AGREEMENT termination by TL.
   3. Shall keep the power to share, in a free basis, the Contents mentioned in 6.4.1 and 6.4.2. above to all STRATEEGIA CLIENT´s, in a free access area of the platform. In this case, TL assures the CLIENT all his copyright mentions and personal credits, in a visible location in the platform, all without prejudice of the provisions set in 6.4.2. above.

1. The technical requisites allowing the STRATEEGIA full operation and performance do not determine or require any transmission of personal data to TL nor TL´s access (or by any of TL´s staff members) to any personal data, except in the case duly identified in 7.3.
2. Accordingly, the CLIENT must assure, under his own initiative and at his own expense, the safety of any personal data that he may need to process within his own activity.
3. Without prejudice of the above, taking into consideration and effect the dispositions approved by the EU Regulation 2016/679 of the Parliament and the Council of April 16th 2016 related to the protection of individuals with regard to the processing of personal data (the GDPR) and by the Law nº 58/2019 of August 8th which assures the execution of the GDPR in the Portuguese territory, TL warrants to the CLIENT the fully compliant processing of any personal data which are needed to the full and valid acceptance of this AGREEMENT. This constitutes the reason and legal ground for the CLIENT´s data processing by TL, assuring the latter at all time the exercise of all legal rights of all data subjects involved.
4. TL declares to have implemented all the technical and security measures necessary to keep the CLIENT´s personal data safe and protected, according to the legal rules in force.
5. According to the previous numbers, TL further assumes a body of proceedings to diagnose and report eventual data losses of personal data which will be processed under this AGREEMENT.

1. TL does not warrant to the CLIENT the adequacy, utility or fitness to any purpose of STRATEEGIA and the CLIENT fully accepts and acknowledges that STRATEEGIA is a mere decision-support tool.
2. TL does not assume any liability for any loss or harm caused by STRATEEGIA to the CLIENT or to any third parties in relation with the latter, including those arising from STRATEEGIA´s defective or incorrect use by the CLIENT and/or caused by the lack of integrity of the Contents uploaded by the CLIENT.
3. In accordance with 8.2., the CLIENT expressly accepts and acknowledges that any interruptions of the access to the STRATEEGIA caused by one of (or more than one of) the following events does not constitute grounds for the AGREEMENT termination:(a) A Force Majeure event, comprising any event or a series of events which occur beyond any reasonable and expected TL´s control, such as, namely (but not limited to) Internet, telephone or electric grid shutdowns or disturbances, informatic attacks, viruses or malware, explosions, fires, floods, wars or civil order riots, terrorist attacks or pandemic diseases;(b) A disturbance or interruption of service on the CLIENT´s network/communications, servers or infrastructure;
   

   (d) AGREEMENT breach by the CLIENT; or

   (e) Any MAINTENANCE scheduled operations performed by TL and previously communicated to the CLIENT.

1. 1. The parties duly convene as their respective AGREEMENT formal addresses those which will be identified in the CLIENT´s acceptance of the AGREEMENT in the STRATEEGIA´s platform.
   2. The AGREEMENT is deemed to have continuous execution, and can be object of communication for termination, termination or revocation according to the following dispositions.

1. 1. The CLIENT may communicate his intention to terminate this AGREEMENT, upon written communication to TL, which shall be effective in the last day of the month when said communication occurs.
   2. The CLIENT shall be inhibited to access STRATEEGIA and its related features from the day mentioned above, provided however that from the day of the termination communication and said last day of the relevant month, the CLIENT and TL shall keep their full and effective compliance with their respective AGREEMENT rights and obligations.
   3. TL is also entitled to terminate this AGREEMENT, upon written communication to the CLIENT at least 30 days in advance to the date of effective termination.
   4. In the event of termination under this section, TL accepts to keep in their servers the CLIENT´s Contents duly stored in the CLIENT´s STRATEEGIA personal area for a maximum period of 30 (thirty) days. Therefore, the CLIENT shall develop his own efforts in order to download said personal Contents to another location outsider STRATEEGIA platform during the aforementioned period. After this period, TL is entitled to definitely erase all Contents belonging to the CLIENT.

1. 1. Any breach of the obligations duly set in this AGREEMENT by any of the parties entitled the counterpart to terminate the AGREEMENT, according to the terms set in the applicable law.
   2. The following events constitute grounds for AGREEMENT termination by TL (non-exhaustive list):
      
      • CLIENT´s lack of timely payment of the fees due by STRATEEGIA´s subscription;
      • Any breach of these terms of use of the STRATEEGIA platform by the CLIENT;
      • The confirmed breach of the obligations set in 6.1, 6.2 and 6.3 by the CLIENT.
   3. In the event of AGREENMENT breach by the CLIENT, TL shall notify him in written form to fulfil the defective obligation (or obligations), defining a reasonable term for the effect, taking into account the specific nature of the breached obligations. If said breach persists, TL is entitled to immediately terminate this AGREEMENT, without any right of the CLIENT to claim compensation or indemnification of any right or nature, as well as to immediately deny the CLIENT´s access to STRATEEGIA platform. All without prejudice of TL´s right of exercise of all TL´s rights against the CLIENT, namely for judicial claim of any fees due for STRATEEGIA´s subscription.

1. The parties may at all time, under common agreement, revoke this AGREEMENT or change its clauses, always observing written form as condition for full validity either of the AGREEMENT revocation or any AGREEMENT´s clause changes.

1. The CLIENT is not authorised to assign, as a whole or partially, his contractual position in this AGREEMENT, without TL´s prior and written authorisation.
2. In the event of any of this AGREEMENT´s dispositions is declared invalid by any judicial order or for whatever reason or event turns illegal or impossible, the parties expressly agree that all the remaining rights and obligations arising from this AGREEMENT shall keep their full force and effect.

1. This AGREEMENT is governed by the Portuguese law.
2. Without prejudice of all remaining applicable legislation, this AGREEMENT is specifically regulated by the following legislation:
   
   • Portuguese Copyright Law (“Código do Direito de Autor e dos Direitos Conexos”);
   • Decree-Law nº 24/2014 of February 14th, related to the electronic agreements celebration;
   • EU Regulation 2016/679 of the Parliament and the Council of April 16th 2016 related to the protection of individuals with regard to the processing of personal data (GDPR);
   • Law nº 58/2019 of August 8th which assures the execution of the GDPR in the Portuguese territory.
3. To solve any disputes arising from the execution of this AGREEMENT, the Portuguese Court of TL´s headquarters shall be competent.