Preamble

This instrument (the “Agreement” or “Terms”) is a legal agreement between the individual or legal entity identified in the registration (the “CUSTOMER”) and MUPI SYSTEMS LTDA., a Brazilian limited liability company, registered under CNPJ/MF No. 26.882.608/0001-80, with its head office at Rua Dom João Pimenta, 701, Loja 02, Centro, Montes Claros/MG, Brazil, CEP 39400-003 (the “PROVIDER”), owner of the eAgenda platform.

The subject matter of this Agreement is the provision, by the PROVIDER, of services for making available, hosting and operating the scheduling-management SOFTWARE, on a software-as-a-service (SaaS) basis, accessible over the Internet for a fee and under these Terms. Access to and use of the SOFTWARE are a means of enjoying the contracted service, and the licence to use granted in clause 2 is subordinate to the provision of the service and to the term of this Agreement.

By creating an account, electronically accepting these Terms or using the SOFTWARE, even partially or on a trial basis, the CUSTOMER declares that it has read, understood and fully accepted these Terms and the documents that form part of them (clause 20.8). If the CUSTOMER does not agree, use must cease immediately.

1. Definitions

1.1. “SOFTWARE” or “PLATFORM”: the eAgenda system, including web and mobile applications, APIs, websites and related services made available by the PROVIDER.

1.2. “CUSTOMER”: the individual or legal entity that accepts this Agreement and contracts the service.

1.3. “AUTHORISED USER”: an individual associated with the CUSTOMER (partner, employee, agent or collaborator) holding credentials to access the ACCOUNT.

1.4. “END USER”: a person who uses the PLATFORM to make bookings with the CUSTOMER, without any contractual relationship with the PROVIDER.

1.5. “ACCOUNT”: the CUSTOMER’s individual logical environment on the PLATFORM, including settings, records and CUSTOMER DATA.

1.6. “CUSTOMER DATA”: all information entered or generated in the ACCOUNT by the CUSTOMER, its AUTHORISED USERS and END USERS, including bookings, records and history.

1.7. “PLAN”: the service subscription tier, with its respective resource limits, price and billing period, as set out in the applicable schedule on the Plans page.

1.8. “CHARGEBACK”: a dispute, raised with the financial institution, acquirer or issuer, of a payment made to the PROVIDER, with full or partial reversal of the amount.

1.9. “UNIT”: each establishment, branch or service location configured in the ACCOUNT, where the PLAN or the additional services are dimensioned by unit.

1.10. “CREDITS”: pre-paid consumption units used to send notifications and other usage-metered features, as set out in the applicable schedule.

2. Subject Matter and Licence to Use

2.1. The subject matter of this Agreement is the provision, by the PROVIDER, of software-as-a-service (SaaS) consisting of making available, hosting, operating and maintaining the eAgenda SOFTWARE for scheduling management, accessible over the Internet in accordance with the contracted PLAN.

2.2. As a means necessary to enjoy the service, the PROVIDER, as owner and lawful holder of all rights in the SOFTWARE, grants the CUSTOMER, for the term of this Agreement, a non-exclusive, non-transferable licence to use, not subject to sublicensing, limited to the contracted PLAN. The licence is ancillary and subordinate to the provision of the service, terminates automatically upon termination of this Agreement, and does not imply any assignment or transfer of intellectual property rights in the SOFTWARE.

2.3. Under no circumstances will the CUSTOMER have access to the SOFTWARE’s source code, which is the PROVIDER’s intellectual property.

2.4. This licence does not permit the CUSTOMER to: (a) circumvent technological protection measures; (b) disassemble, decompile, decrypt, emulate or reverse-engineer the SOFTWARE; (c) remove copyright, trademark or proprietary notices; (d) share, without authorisation, the PROVIDER’s intellectual property materials made available in the ACCOUNT configuration; (e) use robots, spiders or automated processes to monitor or copy the PLATFORM without prior written authorisation.

2.5. The SOFTWARE is intended exclusively for professional or business use, as a tool supporting the CUSTOMER’s economic activity. By contracting, the CUSTOMER declares that it will use the SOFTWARE as an input to its professional or business activity, and not as an end consumer for its own consumption. The END USER, as defined in clause 1.4, is not a party to this Agreement.

3. Registration and Account

3.1. The CUSTOMER undertakes to provide true, accurate and up-to-date registration information, including a valid email address, which shall be the official channel for communications under this Agreement (billing notices, suspension, data deletion and contractual changes).

3.2. The CUSTOMER is responsible for keeping its own and its AUTHORISED USERS’ access credentials secure and confidential, and is liable for the activities carried out through them.

3.3. Communications sent to the registered email address are deemed received for all purposes of this Agreement, and it is the CUSTOMER’s responsibility to keep the address up to date.

4. Trial Period

4.1. The PROVIDER may offer a free trial period, with the duration and limitations indicated at sign-up. Use during the trial is fully subject to this Agreement.

4.2. At the end of the trial without conversion to a paid PLAN, the ACCOUNT will be deactivated and the CUSTOMER DATA will be retained for 30 (thirty) days, after which it may be permanently deleted, upon prior notice by email.

4.3. The free trial period allows for prior evaluation of the service, without prejudice to any right of withdrawal provided for in clause 10.

5. Plans, Prices and Payment

5.1. The CUSTOMER shall pay the PROVIDER the price of the chosen PLAN, on the billing frequency defined at the time of electronic contracting, carried out by completing the registration and accepting these Terms through the official eAgenda platform website.

5.2. The service is pre-paid: payment precedes the corresponding usage period.

5.3. Prices may be reviewed and adjusted annually in accordance with the PROVIDER’s commercial policy, with the prior notice provided for in clause 19.2 in the event of an increase.

5.4. Prices may also be revised due to extraordinary and unforeseeable events that make the continuation of the service excessively burdensome, in which case the CUSTOMER will be notified at least 30 (thirty) days in advance and will have up to 90 (ninety) days to decide on continuation, and may terminate without penalty within that period.

5.5. Payments made after the due date will have the principal amount increased by: (a) default interest of 1% (one percent) per month, calculated pro rata die; (b) a late-payment penalty of 2% (two percent); and (c) attorney’s fees and costs, if the intervention of a lawyer is necessary for collection, without prejudice to other contractual and legal measures.

5.6. The contracted PLAN has metered usage limits — such as the number of bookings per month and per day, the number of AUTHORISED USERS, the number of UNITS and the available history window — as set out in the applicable schedule on the Plans page. The CUSTOMER may check its usage and limits on the PLATFORM.

5.7. Additional and overage services (such as USERS, UNITS or bookings beyond the PLAN limit) are ancillary to the service and charged in accordance with the applicable schedule, on the same billing frequency as the PLAN when recurring. Once the PLAN limit is reached, the PROVIDER may, depending on the service configuration, block new operations until the next cycle or until the PLAN is adjusted, or make them available upon charging for the overage, applying to the contracting and cancellation of add-ons, where applicable, the rules of clause 9.

5.8. Notifications (by email, SMS, WhatsApp or other channels) and other usage-metered features are optional and consumed through CREDITS or pre-paid bundles, in accordance with the applicable schedule, provided that: (a) CREDITS included in the PLAN reset each cycle, are non-cumulative and non-refundable; (b) CREDITS purchased as top-ups are valid for 12 (twelve) months from purchase and, once consumed, are non-refundable; (c) the delivery of notifications depends on third parties (telecommunications carriers and providers such as WhatsApp/Meta) and on factors beyond the PROVIDER’s control, which does not guarantee receipt by the recipient and is subject to those third parties’ policies and tariffs, which vary by country; (d) the content of the messages and the existence of a legal basis and consent of the recipients are the sole responsibility of the CUSTOMER, and the Anti-Spam Policy and clause 17 apply; (e) the unavailability or exhaustion of CREDITS does not suspend the scheduling service, but only the corresponding usage-metered features.

5.9. Unless cancelled by the CUSTOMER as provided in clause 10, the PLAN and recurring add-ons renew automatically at the end of each cycle, for an equal period, at the price in the schedule in force at the time of renewal. Price adjustments and changes are subject to clauses 5.3 and 19.2, with the prior notice provided for therein in the event of an increase.

5.10. The PROVIDER may offer a free PLAN, with reduced features and limits and without the service levels of clause 13. The PROVIDER may, upon at least 30 (thirty) days’ prior notice by email, change the conditions of or discontinue the free PLAN, and deactivate and delete free ACCOUNTS that remain inactive for more than 12 (twelve) months, without prejudice to the export of CUSTOMER DATA as provided in clause 12.

5.11. The PROVIDER will issue the service tax invoice corresponding to each payment, in accordance with applicable law, reflecting the service-provision nature of the subject matter of this Agreement.

5.12. For CUSTOMERS established outside Brazil, prices are expressed in United States dollars (USD), as set out in the applicable schedule, and the invoicing constitutes an export of services from Brazil. Taxes, fees and withholdings due in the CUSTOMER’s country are borne by the CUSTOMER and do not reduce the net amount to be received by the PROVIDER; where a withholding is mandatory, the CUSTOMER shall add to the payment the amount necessary for the PROVIDER to receive the full amount (gross-up).

5.13. The CUSTOMER may enable, as a service feature, the receipt of payments from END USERS linked to bookings, through payment providers integrated into the PLATFORM (for example, Asaas, Mercado Pago or Stripe). Use is optional and depends on the CUSTOMER’s direct engagement of, and KYC verification by, the payment provider, subject to the terms, tariffs and settlement periods it defines.

5.14. Payment intermediation is provided by the payment provider, which acts as intermediary and contracts directly with the CUSTOMER. The PROVIDER only develops and makes available the technical integration between the PLATFORM and the payment provider, and is not an intermediary, party to or supplier of the underlying service, does not receive, hold or transfer the funds, and is not responsible for settlement or for disputes, refunds or chargebacks relating to END USERS’ payments — which are governed by the payment provider’s terms and are the CUSTOMER’s responsibility. Such reversals, between END USER and CUSTOMER, are not to be confused with the CHARGEBACK of the CUSTOMER against the PROVIDER (clause 7).

5.15. Any intermediation fee and other tariffs on the transactions are charged by the payment provider, in accordance with its terms, and not by the PROVIDER. For making available and using the payment integration, the PROVIDER may charge remuneration as a software service, in accordance with the applicable schedule, for which it will issue a service tax invoice; such remuneration is not to be confused with the intermediation fee or the payment provider’s tariffs. Issuing a tax document to the END USER for the underlying service and collecting the corresponding taxes are the CUSTOMER’s responsibility.

6. Default, Suspension and Data Deletion

6.1. Failure to pay on the due date does not result in immediate termination of this Agreement, but authorises the PROVIDER to suspend the CUSTOMER’s access to the SOFTWARE from the 10th (tenth) day of default, upon prior notice by email.

6.2. During suspension, the CUSTOMER DATA remains stored, but access to the SOFTWARE is blocked. Access will be restored within 2 (two) business days after confirmation of full payment of all amounts due, plus the charges of clause 5.5 and, where applicable, the reactivation fee of clause 8.1.

6.3. If the suspension continues for more than 30 (thirty) days, the PROVIDER may permanently delete the CUSTOMER DATA, upon prior notice sent by email at least 10 (ten) days in advance, without prejudice to the collection of amounts due.

6.4. After 60 (sixty) days of suspension without regularisation, this Agreement will be deemed automatically terminated for default, regardless of any additional notice, and the amounts due up to the date of termination will remain payable. Any return of the CUSTOMER after termination will constitute a new engagement, subject to the Terms and price schedule then in force.

6.5. Backups containing CUSTOMER DATA deleted under clause 6.3 will be retained for up to 90 (ninety) days from the deletion, solely for disaster-recovery purposes and any contracted restoration (clause 8.2), and will be permanently purged after that period, in accordance with applicable data protection law.

7. Payment Dispute (Chargeback)

7.1. A CHARGEBACK of a payment relating to a period of service actually made available does not extinguish the payment obligation, and the debt remains payable with the charges of clause 5.5, counted from the original due date.

7.2. Upon identifying a CHARGEBACK, the PROVIDER may immediately suspend access to the SOFTWARE, upon communication by email, applying thereafter the regime of clauses 6.2 to 6.5.

7.3. In the event of an unfounded CHARGEBACK, the CUSTOMER shall also bear: (a) the cost charged to the PROVIDER by the acquiring or payment-intermediation institution due to the dispute, upon evidence; and (b) a fixed administrative fee of USD 50.00 (fifty US dollars) per occurrence, as the operational cost of processing the dispute, adjustable as provided in clause 5.3.

7.4. The charges of clause 7.3 do not apply where the CHARGEBACK results from proven third-party fraud, a billing error by the PROVIDER or duplicate billing.

8. Account Reactivation and Data Restoration

8.1. Restoration of access after suspension for default or CHARGEBACK is subject to a reactivation fee of USD 80.00 (eighty US dollars), intended to cover the operational costs of reprocessing the ACCOUNT, adjustable as provided in clause 5.3.

8.2. Where the CUSTOMER DATA has already been deleted (clause 6.3), any restoration from backups: (a) constitutes a separate service, not included in the PLAN, provided on a prior-quote and advance-payment basis; (b) is conditional on the existence and integrity of the backup within the retention period of clause 6.5; (c) will be carried out in the state in which the data is found in the most recent available backup, with no guarantee of completeness or of recovery of information subsequent to the date of the copy; and (d) requires the CUSTOMER’s prior written acceptance of these conditions.

8.3. Where the ACCOUNT is restored without contracting the restoration provided for in clause 8.2, the CUSTOMER acknowledges that the ACCOUNT will be made available without the previously deleted data, with no right to indemnity or compensation.

9. Plan Changes (Upgrade and Downgrade)

9.1. The CUSTOMER may change its PLAN at any time, directly on the PLATFORM.

9.2. Upgrade (migration to a higher-value PLAN): takes effect immediately, and the proportional difference (pro rata die) between the plans is charged for the remaining period of the current cycle.

9.3. Downgrade (migration to a lower-value PLAN): takes effect from the next billing cycle, with no refund or proportional credit for the current cycle.

9.4. On downgrade, resources and limits exceeding the new PLAN will become unavailable, and the CUSTOMER must adjust its data and settings in advance; the PROVIDER will not delete CUSTOMER DATA on account of the downgrade, but may restrict its access or editing until adjustment.

9.5. The history window accessible on the PLATFORM is defined by the PLAN, as set out in the applicable schedule. A downgrade to a PLAN with a shorter window will make access to the history prior to that period unavailable while the reduced PLAN is in force, without this implying deletion of CUSTOMER DATA; prior export as provided in clause 12 is recommended. On a subsequent upgrade, access to the history is restored within the new window, where the data is still retained.

10. Cancellation, Withdrawal and Refund

10.1. The CUSTOMER may cancel the subscription at any time, directly on the PLATFORM or through the support channels, without any termination penalty.

10.2. Cancellation takes effect at the end of the cycle already paid for: access remains available until the end of the current period, with no proportional refund of amounts paid in advance, except as provided in clauses 10.3 and 10.4.

10.3. Where the CUSTOMER is a consumer under applicable law, a right of withdrawal is ensured within 7 (seven) days of the first paid engagement, with full refund of the amount paid.

10.4. For plans with an annual or longer billing period, early cancellation gives the right to a refund of the full unused months, less any period discount granted, recalculating the used months at the equivalent monthly plan price.

10.5. Termination, for any reason, is conditional on settlement of all amounts due up to the date it takes effect.

11. Term and Termination

11.1. This Agreement takes effect on the date of acceptance and remains in force for an indefinite term.

11.2. Either party may terminate this Agreement at any time, without penalty, subject to the cancellation rules of clause 10 (where initiated by the CUSTOMER) and to 30 (thirty) days’ prior notice by email (where initiated by the PROVIDER without cause).

11.3. The following constitute cause for immediate termination by the PROVIDER, upon communication: (a) breach of the licence restrictions (clause 2.4); (b) use of the SOFTWARE for unlawful purposes or in violation of third-party rights; (c) default under clause 6.4; (d) an unfounded CHARGEBACK not regularised within 15 (fifteen) days of the communication; (e) breach of the anti-corruption clause (clause 18); (f) repeated breach of the Anti-Spam Policy or use of the SOFTWARE to send unsolicited bulk communications (spam).

11.4. Upon termination of the Agreement, clauses 6.5 and 12 apply to the retention, export and deletion of CUSTOMER DATA.

12. Data Export

12.1. The CUSTOMER DATA belongs to the CUSTOMER. At any time during the term of this Agreement, the CUSTOMER may export it, at no additional cost, through the PLATFORM’s export features, in a structured, commonly used format (CSV or equivalent).

12.2. After cancellation or termination, the CUSTOMER may request the export within 30 (thirty) days, provided the amounts due have been settled, and the data will be made available within 10 (ten) business days of the request.

13. Availability and Service Levels (SLA)

13.1. The PROVIDER will use its best efforts to keep the SOFTWARE available for at least 99% (ninety-nine percent) of the time in each calendar month, excluding from the calculation the periods of: (a) scheduled maintenance, communicated at least 24 (twenty-four) hours in advance; (b) fortuitous event, force majeure and other legal exclusions; (c) wilful or negligent acts of third parties; (d) telecommunications, routing or Internet-access failures external to the PROVIDER; (e) unavailability of the contracted data centres; (f) factors attributable to the CUSTOMER or its equipment.

13.2. If the index of clause 13.1 is not met in a given month, the CUSTOMER will be entitled, upon request within 30 (thirty) days, to a proportional credit on the following month’s fee: (a) availability between 97% and 98.99%: credit of 10% of the monthly fee; (b) between 95% and 96.99%: credit of 25%; (c) below 95%: credit of 50%. The credit is the sole remedy for unavailability and does not give rise to any right to a cash refund.

13.3. Target response times for support tickets: (a) total unavailability of the SOFTWARE: response begins within 1 (one) hour; (b) unavailability of a specific feature: within 2 (two) business days; (c) issue with a workaround: within 3 (three) business days; (d) low-impact issues: within 5 (five) business days.

13.4. The service levels and credits provided for in this clause apply to paid PLANS. The free PLAN is provided as is, without availability targets, unavailability credits or guaranteed response times.

14. Warranties and Limitation of Liability

14.1. The CUSTOMER acknowledges that the state of the art does not allow error-free or uninterrupted software to be guaranteed, and the SOFTWARE is licensed “as is”, subject to the availability and correction obligations provided for in clause 13.

14.2. The CUSTOMER is responsible for keeping its equipment and networks free from viruses, malware and harmful components, and is liable for any unavailability or incidents it causes.

14.3. The PROVIDER is not liable for damages arising from: (a) misuse of the SOFTWARE by the CUSTOMER, its AUTHORISED USERS or END USERS; (b) content entered by the CUSTOMER or third parties; (c) the CUSTOMER’s breach of its own legal obligations, including towards its own clients.

14.4. Except in cases of wilful misconduct, gross negligence or a breach of data protection law attributable to the PROVIDER, the PROVIDER’s total liability for any damages arising from this Agreement is limited to the amount actually paid by the CUSTOMER in the 12 (twelve) months preceding the harmful event, excluding, in any case, loss of profits and indirect damages.

14.5. Where the relationship is governed by consumer protection law, the limitations of this clause apply only to the extent permitted by that law.

15. Intellectual Property

15.1. All content of the SOFTWARE — including design, texts, graphics, interfaces, data, formatting, HTML, images, code, trademarks and the selection and arrangement of these elements — is owned by the PROVIDER or its partners and licensors, and its reproduction or exploitation without prior written authorisation is prohibited.

15.2. CUSTOMER DATA is not included in the PROVIDER’s intellectual property, and clause 12.1 applies to it.

16. Confidentiality

16.1. Each party undertakes, during the term of this Agreement and for 5 (five) years after its termination, to keep confidential and not disclose to third parties the other party’s confidential information relating to the system, services, customer data, trade secrets and strategies, nor to use it for any purpose other than that provided for in this Agreement.

17. Personal Data Protection

17.1. The parties undertake to act in accordance with applicable data protection law, including, where applicable, Regulation (EU) 2016/679 (GDPR) and other applicable data protection laws, and the determinations of the competent supervisory authority.

17.2. For the personal data of END USERS and other data entered into the ACCOUNT, the CUSTOMER acts as controller and the PROVIDER as processor, processing the data solely in accordance with the CUSTOMER’s instructions as set out in this Agreement and in the functionality of the PLATFORM.

17.3. The PROVIDER undertakes to: (a) adopt technical and administrative security measures capable of protecting personal data against unauthorised access, destruction, loss or accidental or unlawful alteration; (b) ensure that employees and third parties with access to personal data are bound by confidentiality obligations and receive adequate training; (c) not use the personal data for any purpose other than the provision of the services, except for the use of anonymised data for statistical purposes and to improve the PLATFORM; (d) engage only sub-processors that meet security and privacy measures compatible with the law, remaining responsible for their acts; (e) store the data in ISO/IEC 27001 certified data centres, located in Brazil or abroad, in particular in the United States, subject to the applicable international transfer requirements of data protection law; (f) notify the CUSTOMER in advance, by email, if legally required to provide personal data to a public authority, unless legally prohibited; (g) notify the CUSTOMER, by email, within 24 (twenty-four) hours of becoming aware, of security incidents involving personal data processed on the PLATFORM.

17.4. The CUSTOMER undertakes to: (a) have a valid legal basis for the processing of the personal data it enters into the PLATFORM, including that of its employees and END USERS; (b) handle data subject requests (rectification, updating, deletion and other rights under applicable data protection law) through the ACCOUNT’s administrative permissions; (c) notify the PROVIDER, within 24 (twenty-four) hours, of security incidents of which it becomes aware and that may compromise the PLATFORM.

17.5. Upon termination of the Agreement, the deletion and temporary retention of personal data will be subject to clauses 6.5 and 12, except for retention required by legal or regulatory obligation.

17.6. The operational conditions for the processing of personal data by the PROVIDER, as processor, are set out in the Data Processing Agreement (DPA), which forms part of this Agreement and supplements it in accordance with applicable data protection law and, where applicable to the CUSTOMER, with Regulation (EU) 2016/679 (GDPR). In the event of any conflict between this Agreement and the DPA regarding the processing of personal data, the DPA prevails.

18. Anti-Bribery and Anti-Corruption Policy

18.1. The parties undertake to comply with applicable anti-corruption and anti-bribery laws, including, as applicable, the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, and other applicable anti-corruption laws and international conventions (including the OECD, OAS and United Nations conventions).

18.2. Breach of this clause constitutes a serious violation and entitles the aggrieved party to terminate this Agreement immediately, without cost, and to be compensated for losses and damages.

19. Changes to this Agreement

19.1. The PROVIDER may change this Agreement at any time, by publishing the new version on this Terms page, indicating the effective date and version history.

19.2. Changes that create new burdens, increase costs, reduce relevant features or restrict the CUSTOMER’s rights will additionally be communicated by email at least 30 (thirty) days before they take effect, and the CUSTOMER may, within that period, terminate the Agreement without cost, with a proportional refund of pre-paid amounts relating to the period after termination.

19.3. Continued use of the SOFTWARE after the new version takes effect implies its acceptance.

20. General Provisions

20.1. Tolerance of any breach of a clause does not constitute novation or waiver, and the party may require its performance at any time.

20.2. The CUSTOMER may not assign or transfer this Agreement without the PROVIDER’s prior written consent. The PROVIDER may assign it in the event of corporate reorganisation, merger, acquisition or sale of assets, maintaining the conditions in force.

20.3. The invalidity or ineffectiveness of any clause does not affect the remaining clauses, which remain valid and effective.

20.4. This Agreement is governed by the laws of the Federative Republic of Brazil.

20.5. The courts of the district of Montes Claros/MG, Brazil, are elected to settle disputes arising from this Agreement, waiving any other, except that, where the relationship is a consumer relationship, the courts of the consumer CUSTOMER’s domicile apply.

20.6. Questions, requests and communications from the CUSTOMER to the PROVIDER regarding this Agreement may be directed to the email contato@mupisystems.com.br.

20.7. This Agreement is executed in English, which is its official and binding version for CUSTOMERS established outside Brazil. Versions in other languages are courtesy translations with no binding value; in case of divergence, the English version prevails. For CUSTOMERS established in Brazil, the Portuguese version of these Terms applies and prevails.

20.8. The Privacy Policy, the Anti-Spam Policy and the Data Processing Agreement (DPA) form part of this Agreement for all purposes, and the CUSTOMER declares that it is aware of and accepts them. In the event of any conflict between these documents and this Agreement, this Agreement prevails, except for the DPA, which prevails regarding the processing of personal data (clause 17.6).