EPOC SYSTEM TERMS OF USE (EULA)

1. STATEMENT OF INTENT

1.1 The User declares to have read, understood, and accepted all the terms and conditions of this EULA, and further declares to be aware of the rights and obligations contained herein. The User declares and acknowledges the validity, for all purposes, of the digital acceptance of this EULA, such that once the User uses the software, it will produce all its legal effects, even if the document is not signed.

1.2 The provisions of this EULA shall apply to all Users and shall supplement the terms and conditions agreed upon between the parties through contracts and/or commercial proposal(s). Each engagement entered into by the User shall be due and charged in accordance with the conditions negotiated in each contract and/or commercial proposal.

1.3. By using any feature of the EPOC platform, the User declares to expressly and fully accept the conditions of this Terms of Use, waiving any other form of acceptance or signature.

2. SOFTWARE USE LICENSE

2.1 The Licensor, which is the owner and legitimate holder of all rights over the software, licenses to the User, for as long as its Contracts and/or Proposals remain in effect, the non-exclusive right of use, non-transferable to third parties, under any form or condition. By using the software, even if partial or on a trial basis (Trial), the User shall be bound by the terms of this EULA, agreeing to them. In case of disagreement with the terms presented herein, the use of the software must be immediately discontinued;

2.2 Subject to the terms and conditions of this instrument, this EULA grants the User a revocable, non-exclusive, and non-transferable license to use the software. O Usuário não poderá utilizar nem permitir o uso do software for any purpose other than internal use. This license does not imply the ability to access any platforms other than those originally located on the software. Em nenhuma hipótese o Usuário terá acesso ao código fonte ou banco de dados do software hereby licensed, as it is intellectual property of the Licensor;

2.3 The license granted under this EULA is limited to the use of the software within the limits necessary for the provision of the service by the Licensor and its Resellers. The User does not acquire, through this instrument, any intellectual property rights or other exclusive rights, including patents, designs, trademarks, copyrights, or rights over confidential information or trade secrets, over or related to the software or any part thereof. The User also does not acquire any right over or related to the software or any component thereof, beyond the rights expressly licensed to it under this EULA or under any other mutually agreed written contract that the User may have entered into with the Licensor. Any rights not expressly granted under this instrument are reserved;

2.4 The engagement of the Tax Module, included in all plans, for the Issuance of Tax Invoices via tax issuer or A1 Certificate and XML (DANFE) import, is exclusively intended for corporate clients in good standing, legally incorporated and existing in accordance with Brazilian law. Should the Licensor at any time detect an account created using false information, or by irregular or non-existent companies, or improper use of the system to circumvent applicable tax legislation, such license shall be automatically suspended and the data deleted, canceling any right to use the software by the User, immediately terminating any Contract or Proposal in effect, with no right to indemnification or refunds. The User may choose to issue Tax Invoices using an A1 Certificate in states that have adopted the electronic Tax Invoice, the A3 Certificate is not compatible with the Software. Para uso de emissores fiscais físicos, é obrigatório o uso e contratação de servidor local, licença para uso em equipamento do Usuário para conexão com o software of the Manufacturer of the approved devices and SEFAZ. The User shall be solely and exclusively responsible for the full compliance with all tax obligations currently in effect or that may come into effect in the future, directly or indirectly, regarding the use of the software, in accordance with applicable federal, state, and municipal legislation, obligations that have already been taken into account in the incorporation and opening of a business. If, due to the User's fault, an obligation of any kind or nature relating to taxes, charges, and/or tax-related contributions, linked to or arising from the use of the software, the legal responsibility for which lies with the customer, is imposed on the Licensor and/or Reseller, the customer shall be obligated to reimburse the Licensor and/or Reseller for the amount expended, plus legal charges, including costs, following a final and unappealable court decision, provided the absence of negligence in the conduct of the proceedings is established. Should the User prefer to issue invoices through another system, the Licensor is fully exempt from any responsibility regarding the declaration and issuance of Tax Invoices, and the User must request removal of the Tax Module from its plan; and

2.5 The engagement of any integration module with third-party and partner applications shall incur an additional cost according to the current price table, in addition to the costs and acceptance of the terms and conditions of use of the platform charged directly by the third party. The Licensor is not responsible for any misuse of the integration via API and integration platforms by partners, any loss or connection failure between the parties, nor for any losses or inconveniences that this may have caused.

3. TERM

3.1 This EULA shall come into effect on the date of its acceptance by the User; and

3.2 The Licensor maintains a backup daily, in the cloud, of the data stored on the software, and this applies to the local server that is powered on and connected to the internet (online); otherwise, the Licensor will not be able to perform or provide logs of usage or backup copies of the data stored on the software, it being the customer's responsibility to manage access, proper use, and care of the equipment, and to use the tools available on the software for exporting the data.

4. USER OBLIGATIONS

The User undertakes to:

4.1 Maintain, at its own expense, access to a local network and dedicated broadband Internet to use the software;

4.2 Access the software via equipment and browser required by the Licensor and keep it always updated to the manufacturer's latest version as per www.epoc.com.br/requisitos;

4.3 Communicate officially with the Licensor via the email and channel of the respective department:

4.4 Maintain, at its own expense, a valid email address that is checked regularly in the Licensor's records so that it can communicate officially;

4.5 Pay the amounts related to the plan in the manner and within the deadlines stipulated for the contracted plan and license;

4.6 Maintain a trained team for the operation of the software and for communication with the Licensor or Reseller, and to provide, whenever any problems occur with the software, all documentation and information reporting the circumstances under which the problems occurred, in order to facilitate and expedite the work, as well as any details requested by the Licensor or Reseller;

4.7 Clearly report the occurrence of any problem of a technical nature and, if necessary, provide reports and access to the software and information necessary for the Licensor or Reseller to provide technical support;

4.8 Use and respect the digital and telephone service channels provided by the Licensor and Reseller, always respecting the integrity of agents and technicians. In case of emergency issues, provide a qualified technician to assist the Licensor's or Reseller's technicians in solving the problems remotely via telephone or remote system access;

4.9 Be responsible for any and all information or content entered into the software, for the registration, permissions, passwords, and manner of use by its Employees, Customers (“CONSUMER” or “CONSUMERS “) and Third Parties. The Licensor shall under no circumstances be responsible for the content (information, passwords, data copies, etc.) on the software, and therefore this information is not reviewed at any time. Responsibility for the information on the software always lies with the User;

4.10 Require its Employees and Third Parties to safely use, in accordance with company policy and the law, the software and its equipment, and periodically audit the reports generated by the software so as to identify and combat misuse, theft, or fraud, or any other operational defect, with the User being liable, as provided by law, for any damages it may cause to its CONSUMERS and to any third parties, as well as to the Licensor;

4.11 Perform preventive and corrective maintenance of its equipment and infrastructure, promoting the installation and periodic updating of software security software that identifies, combats, and prevents the action of viruses in the electronic operations performed, with the User being liable, as provided by law, for any damages it may cause to its CONSUMERS and to any third parties, as well as to the Licensor;

4.12 Select, among the security level options offered by the software, the one it deems sufficient for the protection of the data and information that pass through the software against fraud, releasing and holding the Licensor harmless from any liability arising from its choice;

4.13 Not send unwanted mass communications such as Spam via the software;

4.14 Not publish, through the software, racist, pornographic, offensive, copyrighted, slanderous, or defamatory material;

4.15 Not collect CONSUMERS' data through means that lack fraud protection, such as telephone, email, instant messengers, or any other means other than the appropriate places within the software, with such data being entered directly by the data subject or the User; and

4.16 Not store or collect CONSUMERS' data in any manner other than as established in the item above, unless in accordance with the international data security standard pursuant to the Privacy Policy of Brazil's General Data Protection Regulation (see Privacy policy).

• Finance: [email protected];
• Help Center: www.epoc.com.br/suporte and chat on the platforms;
• Technical Support: via the phone numbers and email provided on the platforms and by the Reseller.

5. LICENSOR OBLIGATIONS

The Licensor undertakes to:

5.1 Keep the software running regularly, provided that the User follows the Licensor's guidelines and complies with the conditions of use defined in this instrument;

5.2 Make efforts to promptly correct possible failures of the software;

5.3 Apply continuous improvements to the software, changing, when necessary, prior specifications and guidelines, at its discretion;

5.4 Suspend access to the software in the event of any violation or disregard of the rules of this EULA or applicable law, regardless of prior notice;

5.5 Provide support for the use of the software during business hours, in the Brasília time zone, through the channels of Clause 4.3 above;

5.6 The Licensor reserves the right to store issued Tax Invoices for up to 3 (three) months, for purposes of improving system performance. After said period, the User will need to search directly on the Receita Federal (Brazilian IRS) website. It is recommended to download the tax files monthly and store them on backup the User's own; and

5.7 Maintain absolute confidentiality regarding any and all information entrusted to it by the User, in any manner or at any time.

6. SERVICE LEVEL (SLA)

6.1 The Licensor shall make commercially reasonable efforts to make the software available at least 98% (ninety-eight percent) of uptime during each month of service;

6.2 In the event the Licensor fails to meet the minimum 98% availability, it may, at its discretion, offer the User the right to a discount of up to 100% on the base value of its plan as a corresponding credit toward its license;

6.3 The month of service comprises the 30 days preceding the date of an unavailability claim;

6.4 If the period of use of the software by the User is less than 30 days, the days of non-use shall be considered as having 100% availability;

6.5 After the agreement or payment of the credit related to the unavailability claim, the period will be considered 100% available for purposes of future claims;

6.6 The following shall not be considered unavailability for purposes of this SLA:

6.7 All plans of the software may include access to the Help Center www.epoc.com.br/suporte with articles, frequently asked questions, training, and video lessons with a comments and suggestions section, at no additional cost, so that the User, its Employees, and Third Parties can make better use of the software.

• emergency maintenance between 23:00h and 6:00h not exceeding 2 (two) hours;
• force majeure events;
• problems related to network and Internet connectivity as a whole;
• any acts or omissions by the User, its Employees, or Third Parties that cause the unavailability;
• equipment, software and other technologies that, due to their failure, prevent the User from accessing the software and that are not within the Licensor's sphere of responsibility; and
• failures of individual instances not related to service unavailability, but rather to the User's own instance.

7. LIMITED WARRANTIES

7.1 The current stage of technology does not allow guaranteeing that the software contracted, developed on platforms from various providers, will be free of errors, inaccuracies, flaws, and defects, or that operation will be uninterrupted; therefore, the Licensor does not guarantee this either;

7.2 Since the software was developed to meet the widest range of demands from the widest range of users, the Licensor does not guarantee that it will meet any specific need;

7.3 The Licensor does not guarantee that the software is compatible with any other software or equipment; and

7.4 The User acknowledges that the software should not be used in environments where the failure, unavailability, delay, error, or inaccuracy of content could cause death, personal, physical, or environmental damage.

8. LIABILITY

8.1 Under no circumstances shall the Licensor's total liability to the User for all damages exceed the amount paid by the User to the Licensor to obtain this license;

8.2 The Licensor expressly disclaims any liability and indemnification, losses and damages, lost profits, losses of any nature, or any other direct damages that may be caused to the User or its consumers, arising from the misuse of the software, whether by the User or by its Reseller, employees, third parties, and consumers; therefore, the User shall bear all burdens and liabilities arising from its acts and conduct, and shall further be liable for acts performed in its name by its representatives, employees, staff, contractors, and/or third parties, through the login credentials and access passwords to the software;

8.3 Nor shall the Licensor be responsible for the payment of indemnities, losses and damages, lost profits, losses of any nature, or any other direct damages that may be caused to the User or its Employees, Third Parties, and CONSUMERS, arising from the improper collection and transfer of personal data, logins, and credit card information;

8.4 The Licensor shall not be held liable for acts of omission, or for measures not taken in a timely manner by institutions and/or other companies responsible for carrying them out;

8.5 The Licensor shall not be held liable for malfunctions or inoperability of equipment due to conflicts between software software from other sources and the software contracted and installed on the same equipment or network and Internet infrastructure;

8.6 The Licensor shall not be held liable for operating failures, operation by unauthorized persons, or any other cause for which the Licensor is not at fault;

8.7 The User acknowledges that failure to comply with tax registrations, legal deadlines for the delivery of tax documents, or payment of taxes, fees, and other tax obligations shall not be attributed to the Licensor;

8.8 The User also acknowledges that under no circumstances shall the indicators provided by the software be or be able to be the sole cause of administrative errors; therefore, it may never attribute such responsibility to the Licensor;

8.9 The improper use of the software shall never be deemed the cause of losses of any and every kind, including: loss of profit, whether ongoing or not, sporadic or not, loss of business, or any other loss, including technical losses such as: corrupted or deleted data, files not transmitted or not received, in short, of any and every kind;

8.10 The User declares to have full responsibility for entering data and information into the software, and acknowledges that the Licensor has no control or management over the information and configurations, such that responsibility for the data, as well as its accuracy, lies solely and exclusively with the User, and the Licensor may under no circumstances be held liable for the content of the information and data entered by the User;

8.11 The User agrees that the Licensor may share information with police, judicial, tax, and administrative authorities and with Brazil's Ministério Público (Public Prosecutor's Office), in the event of a court order requiring the Licensor to make such User data available.

9. INTELLECTUAL PROPERTY

9.1 The User and its employees and third parties do not acquire, through this instrument, any intellectual property right or right over the software and its components, and access to its source code, database, or the application's logical structure is prohibited, even partially;

9.2 O software, the logo, the trademark, the insignia, the symbols, the manuals, the technical documentation, or any other material related to the software, constitute copyrights and trade secrets owned by the Licensor;

9.3 The User and its Employees or Third Parties are strictly prohibited from assigning, sublicensing, donating, renting, selling, leasing, lending, reproducing, modifying, tampering with, copying, pirating, adapting, translating, or incorporating the software, making it available to third parties via online access, remote access, or in any other manner, incorporating it into other programs or systems, whether their own or third-party, offering it as a guarantee or pledge, or disposing of or transferring, in whole or in part, the software or any part thereof. The User shall be fully liable for any infringement of the Licensor's intellectual property caused by its Employees and/or Third Parties associated with the User;

9.4 Any rights not expressly granted under this instrument are entirely reserved to the Licensor; and

9.5 Any violation of the Licensor's intellectual property shall subject the User to the immediate suspension of use of the software and to the termination of this EULA, without any contractual refunds by the Licensor and without prejudice to reimbursement for any losses and damages caused to the Licensor.

10. GENERAL PROVISIONS

10.1 Any changes made to this EULA at the Licensor's discretion shall be considered applicable as of the date of publication of the new version at www.epoc.com.br/termos-de-uso, and it is therefore the User's responsibility to stay up to date. Continued use of the software after any change is made to this EULA shall constitute the User's tacit acceptance of the changes;

10.2 Failure to comply with the obligations undertaken herein as a result of events beyond the control of the parties, such as those constituting fortuitous events and force majeure under Article 393 of the Brazilian Civil Code, shall not constitute grounds for contractual termination;

10.3 In performing this EULA, and without prejudice to its contractual and legal responsibilities, the Licensor may, if necessary, make use of specialized technical support from third parties, whether individuals or legal entities, regardless of prior notice to the User, provided this results in no additional costs to the User;

10.4 Should the User develop a new module or product that constitutes a copy, in whole or in part, whether of the data dictionary or of the program, it shall be considered part of the software provided by the Licensor, and its ownership shall therefore be incorporated by the Licensor, with its use subject to these contractual clauses;

10.5 If any provision of this EULA is deemed null, voidable, invalid, or inoperative, no other provision of this EULA shall be affected as a result, and therefore the remaining provisions of this EULA shall remain in full force and effect as if such null, voidable, invalid, or inoperative provision were not contained herein;

10.6 The User may not provide services that conflict with those provided by the Licensor without its prior express authorization;

10.7 The User agrees that the Licensor may use, free of charge, the User's brand, trade name, the User's name, or other elements distinctive of its brand for commercial and case-study promotional purposes, and may even disclose messages sent in writing or verbally, by telephone, for use on websites, newspapers, magazines, and other campaigns, for as long as this EULA remains in effect;

10.8 The Licensor reserves the right to communicate training activities, advertising campaigns, and all other events sponsored by it via email, to which the User agrees;

10.9 The CONTRACTOR may, at its sole discretion, use aggregated and previously anonymized data from registrations, data, and system usage for statistical purposes, to improve its services, and to develop new features or internal models, including with the support of analytical intelligence or artificial intelligence technologies, always observing the principles of the General Personal Data Protection Law (Law No. 13,709/2018);

10.10 The User declares and acknowledges that the Licensor may share data, in anonymized form, with business partners operating in the same sector for the purpose of generating industry, advertising, and statistical analyses;

10.11 The Licensor reserves the right to assign use licenses for the software to as many Users as it deems convenient;

10.12 The User expressly acknowledges and declares that this EULA does not establish any corporate or employment relationship, of any nature whatsoever, between the parties, and that there is likewise no hierarchical relationship between the User and the Licensor and/or Reseller, it being the latter's role to provide, in the best possible manner, the services contracted herein; and

10.13 This document is a public Terms of Use unilaterally published by EPOC TECH, and does not require formal acceptance or signature by the parties. Use of the platform implies full and automatic acceptance of its terms.

11. JURISDICTION AND APPLICABLE LAW

11.1 This EULA shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil; and

11.2 The Regional Court of Santo Amaro, in the Judicial District of São Paulo – SP, is hereby elected to settle any question regarding the application of this EULA, with express waiver of any other, however privileged it may be.