End User License Agreement (EULA)

Last Revised on January 4, 2021

These Terms and Conditions of Use regulate the use of (i) the Fluxonaut website (“Website”); (ii) and the Fluxonaut online platform, which is available on and through this Website (“Platform”). The Website and the Platform are offered by CITRUS SYSTEMS DESENVOLVIMENTO DE SOFTWARES E SERVIÇOS DE TECNOLOGIA LTDA., a limited liability company with head offices in the State of São Paulo, in the city of São Paulo, at Rua Fradique Coutinho 50, 3rd floor, enrolled with the CNPJ/MF under n. 22.122.316/0001-99 (“Company”) and their use is conditioned to the full acceptance of the terms and conditions of use transcribed below (“Terms and Conditions of Use”).

WHEN ACCESSING OR USING THIS WEBSITE AND/OR USING, DOWNLOADING, ACCESSING OR INSTALLING THE PLATFORM, YOU (“USER”) EXPRESSLY DECLARE THAT, AT YOUR FREE AND SPONTANEOUS WILL, YOU HAVE READ, ARE AWARE OF AND ACCEPT ALL PROVISIONS OF THESE TERMS AND CONDITIONS OF USE. CONSEQUENTLY, YOU SHALL CAREFULLY READ THE TERMS AND CONDITIONS OF USE AND OUR PRIVACY POLICY BEFORE ACCESSING OR REGISTERING IN THE WEBSITE, AND BEFORE DOWNLOADING, INSTALLING, ACCESSING OR USING THE PLATFORM.

1. DEFINITIONS

The following words and expressions, when used in these Terms and Conditions of Use and in the Privacy Policy, have the following meanings:

a) “Personal Data” is the information related to an identified or identifiable individual.

b) “Company” is the legal entity identified in the preamble of these Terms and Conditions of Use, offering access to the Website and to the Platform.

c) “Party” is User or the Company, individually;

d) “Parties” are User and the Company, jointly and indistinctly;

e) “Fluxonaut Online Platform”” is the web application developed for installation and use as a dashboard tool, translating into a visual presentation of consolidated information, adjusted and organized in one or more screens pursuant to User preferences, also designated in these Terms and Conditions as “Platform”;

f) “Privacy Policy” is the document prepared by the Company providing, in a transparent manner, how User’s personal information and data are gathered, used, stored, treated and protected. The Privacy Policy can be found in the following url: https://fluxonaut.com/legal/privacy-policy;

g) “Terms and Conditions of Use” are these Terms and Conditions of Use providing the rules and conditions for use of the Website and of the Platform by Users and outlining the rights and liabilities of the Parties;

h) “User” is the individual using the Website and/or downloading, installing, accessing and registering in the Platform;

i) “Preliminary Period” is the undetermined term during which access to the Platform is available to Users only upon receipt of a direct invitation from the Company (promotional access key) or from another previously registered User (Referral Program);

j) “Launching Date” is the date on which the Company will start offering the Platform to the public at large, upon paid subscription, directly through this Website.

2. REGISTRATION AND PRIVACY POLICY

The Platform is available for download on this Website. Access to the downloaded and installed Platform depends on User registration at the Website upon supply of certain personal information, such as name and email address. User declares, under the penalties of the law, that all information registered is true, being entirely and solely liable for any and all information supplied.

User will be the sole party liable for the confidentiality and maintenance of the Platform access password, which is personal and non-transferable. The Company is not liable for disclosure or supply of User’s password to third parties, which, if intentional, may result in cancellation of User’s access. Furthermore, the Company will never request disclosure of User’s access password.

User further acknowledges that these Terms and Conditions of Use shall be fully observed and complied with under penalty of cancellation, blocking of Website access and other applicable measures, without prior notice. The Company reserves the right to take the measures stated herein even in case of mere suspicion or threat of violation of these Terms and Conditions of Use.

It is forbidden to remove, conceal or amend any information, news, warnings, logos, trademarks or other materials protected by law displayed on the Website.

Pursuant to its Privacy Policy, the Company undertakes to maintain Users’ Personal Data confidential and to use the data solely for the purposes expressly informed in such Policy.

3. PLATFORM CONTENT

User is the sole party responsible for the choice, selection and use of the content and information displayed in the Platform screens.

Under no circumstance will the Company be liable even if User prefers to use a pre-selection of content and information suggested by the Platform through the indication of macro areas of interest (such as Markets Brazil).

User expressly recognizes that the Platform and all its functionalities are supplied and will be available solely in English. The Company declares and User expressly recognizes and agrees that the availability of the Platform solely in English does not represent any limitation to the rights and duties of User in Brazil.

4. PLATFORM ACCESS AND SUBSCRIPTION PLANS

During the Preliminary Period, use of the Platform is free and may (if so defined in the letter containing the access key) be conditioned upon feedback on the Platform functioning, as may be requested by the Company periodically.

Once the expected Launching Date is defined, the Company will inform Users, upon reasonable notice, of the subscription plans to be offered, as well as the procedures and deadlines for conversion of the free account into a paid account.

The Company may, at its sole discretion, offer to Users an extension of the Free Use Period of the Platform .

Subscription Plans:

Upon registration, User will be required to provide payment information and to selectone of the subscriptions plans available at the time.

To formalize selection of one of the subscriptions plans, User shall provide personal credit card information or information of a credit card issued in the name of legal representative of User. The card shall be active and contain an expense limit suitable for the amounts of the plan chosen. If the card is cancelled or should be replaced, User shall inform the Company before the billing date, under penalty of automatic cancellation of User’s access to the Platform if the Company is unable to bill.

User may amend or cancel the chosen plan, requesting deletion of the payment data from the Company's system at any time until the last day of the Free Use Period, with no penalty.

Additional Paid Content (Add-ons):

The Platform may make available specific data and content or feeds (content sources) requiring separate selection and billing from Users.

The same general billing rules for subscription plans will be applied to subscription of additional paid content.

5. USER RULES OF CONDUCT

User agrees, upon using the Website and the Platform, not to:

(i) violate any provision of these Terms and Conditions of Use;

(ii) act falsely, encompassing false information (i.e.: voluntary and intentional disclosure of information User knows to be false or which is notoriously false) and fraudulent misrepresentation;

(iii) publish or transmit any abusive or offensive content in the chat commentaries;

(iv) perform any act contrary to good faith and usually accepted practices of online communities and which may offend any right of third parties;

(v) commit fraud;

(vi) violate or infringe third party rights, especially intellectual property, contract and privacy rights;

(vii) disseminate, distribute or transmit destructive codes, whether or not causing actual damage;

(viii) use any devices, software or other resources capable of interfering with the Company’s activities and operations and its databases;

(ix) gather personal or commercial data including, but not limited to, email addresses and/or names of any Internet resources, either managed by the Company or by third parties, for commercial, political, goodwill or other purposes, without the consent of holders of these data or without other legal basis or grounds so authorizing;

(x) reproduce, replicate, copy, alter, monitor, modify, create derivative works from, sell or resell any of the Company’s services or any part thereof or the information or data contained in the Company’s services which are not under public domain;

(xi) transmit content not pertaining to User or to which User has no publication or distribution rights, either by law or contract;

(xii) access the Website without authorization, using any fraudulent means or means violating third-parties’ rights;

(xiii) carry out or foster illegal activities including, but not limited to, promoting or facilitating access, use or sale of hazardous substances or devices;

(xiv) fail to comply with any applicable laws, norms, rules, principles and regulations;

(xv) attempt to access the Website by any methods other than the interface and instructions provided by the Company;

(xvi) assist any third party in carrying out any of the actions barred by these Terms and Conditions of Use or by prevailing legislation;

(xvii) use an automated system to access the Platform or to use any of its functionalities; and

(xviii) use the Platform for any purposes other than those expressly set forth in these Terms and Conditions of Use.

User further agrees that use of the Website and the Platform shall always respect the terms and conditions and privacy policies of the third-party social networks, sites and platforms whose information and content are selected for display on the Platform.

6. LIABILITIES

The Company is not liable for any direct or indirect damage suffered by User or by third parties which, in any manner, originate or are related to use of the Website or the Platform.

The Company does not guarantee that the Website and the Platform operate free from losses, errors, defects, attacks, virus, trojans, malwares, worm, bot, backdoors, spywares, rootkit, interferences, hacking activity or safety breaches and User expressly waives any right User may have in this regard.

Neither the Company, nor its developers or service providers are liable for the undue, inappropriate or irregular use by any User of the information, instruments and materials used, broadcast, edited and/or made available on the Website and on the Platform, regardless of the purposes. Users are entirely liable for any injury to personal or third-party’s rights.

User is the sole party liable to make Platform updates provided by the Company. The Company is not liable for any losses or damage caused to User for failure to update.

7. COPYRIGHT AND INTELLECTUAL PROPERTY

All copyright or intellectual property rights (jointly “intellectual property”) which protect or are related to the Website and to the Platform are and will remain the exclusive property of the Company. Use of the content does not grant User or third parties any ownership or title over any intellectual property rights. These Terms and Conditions of Use do not grant Users or any third parties any right to use the Company’s trademarks or logos.

The sale or commercial use of any materials made available by the Company is forbidden and User shall abide by the copyright set forth in Law No. 9,610 of February 19, 1998.

Access to the Platform granted by the Company to Users does not trigger any authorization to reproduce copyright and intellectual property accruing over the application.

8. MODIFICATIONS TO THE WEBSITE AND THE PLATFORM

The Company reserves the right to, at any time, modify the presentation, settings and availability of the Website and to modify the presentation, settings and functionalities of the Platform providing, as necessary, new versions and releases for update and/or upload.

The right to alter also encompasses alteration by the Company, at any time, of the feeds (content sources) available to Users.

New versions and releases of the Platform will often be used to update security measures or to correct errors or bugs in previous versions. User shall maintain the Platform updated, installing the latest version made available by the Company. The Company is not liable for any issues, losses or damage caused by a version or release other than the current one.

9. MODIFICATIONS TO THESE TERMS AND CONDITIONS OF USE

The Company reserves the right to, at any time, alter, enlarge, restrict the range of functionalities of the Platform and to modify these Terms and Conditions of Use and the Privacy Policy. Such modifications will be previously notified to Users and will be automatically incorporated to these Terms and Conditions of Use or to the Privacy Policy.

The Company reserves the right to register these Terms and Conditions of Use in the public registry, if deemed convenient or necessary.

10. APPLICABLE LAW AND JURISDICTION

These Terms and Conditions of Use will be governed and construed under the laws of the Federative Republic of Brazil. The parties elect the domicile of User to settle any issues related to and/or arising from use and functioning of the Platform as regulated by these Terms and Conditions of Use.

Should User access the Platform outside the Brazilian territory, then User expressly elects the jurisdiction of the judicial district of São Paulo, state of São Paulo, as competent to settle any issues or disputes related to and/or arising from use and functioning of the Platform as regulated by these Terms and Conditions of Use. Should local legislation prevail over these Terms and Conditions of Use, election of jurisdiction will then be construed consistently with applicable laws to reflect, to the extent possible, the provisions of this clause.

Children and adolescents under eighteen (18) years-old shall review these Terms and Conditions of Use with their parents or legal tutors to ensure the child and/or adolescent has fully understood the conditions now stated.

Forbearance in case of default or late performance of any obligations set forth in these Terms and Conditions of Use will not constitute novation or affect the corresponding rights, which may be exercised at any time, nor trigger alterations to the conditions set forth in these Terms and Conditions of Use.