Terms of Use

These Terms of Use ("Terms") regulate the relationship between INOVAWAY ("Company", "we") and the user or customer ("User", "you") who accesses the website inovaway.org or contracts services offered by INOVAWAY.

By accessing the website, filling out any form, contracting services or using INOVAWAY platforms (including UpBro, HNBCRM and GMBAssist), you declare that you have read, understood and fully agreed to these Terms.

If you do not agree with any provision of these Terms, do not use our services.

INOVAWAY reserves the right to update these Terms at any time. Changes take effect on the publication date. Continued use of services after publication of changes constitutes acceptance of the new Terms.

INOVAWAY offers technology and digital marketing services for small and medium businesses, including but not limited to:

2.1 Development services: - Creation and maintenance of websites and web applications - Development of chatbots and automations (UpBro platform) - API integrations with third-party platforms - CRM and relationship management systems (HNBCRM)

2.2 Digital marketing services: - Google My Business presence management (GMBAssist) - Creation and management of paid traffic campaigns - Content production and visual identity - Growth and conversion strategies

2.3 Consulting and diagnostics: - Business digital analysis and diagnostics - Technology strategy and planning - Training and capacity building

Detailed specifications of each service are defined in commercial proposal or specific contract signed between the parties.

To contract services or access restricted platforms, the User must:

- Provide true, complete and updated information - Keep their access data (login and password) in absolute secrecy - Immediately notify INOVAWAY in case of unauthorized access

The User is responsible for all actions performed with their access credentials. INOVAWAY is not responsible for damages resulting from unauthorized use of accounts due to the User's failure to protect their credentials.

INOVAWAY reserves the right to suspend or terminate accounts that violate these Terms, without prior notice in cases of serious violation.

4.1 INOVAWAY Property: All content available on the website inovaway.org — including but not limited to texts, images, logos, videos, source code, layout, methodologies and trademarks — is the exclusive property of INOVAWAY or its licensors, protected by the Copyright Law (Law No. 9,610/1998) and the Industrial Property Law (Law No. 9,279/1996).

It is prohibited to reproduce, distribute, modify, adapt, translate, create derivative works or commercially exploit any content without prior written authorization from INOVAWAY.

4.2 Property of deliverables to the customer: After full payment of amounts due, customized deliverables produced exclusively for the customer (websites, arts, texts on demand) are transferred to the contractor, as specified in the service contract.

4.3 SaaS Platforms: The UpBro, HNBCRM and GMBAssist platforms are provided as Software as a Service (SaaS). The customer acquires the right to use (non-exclusive and non-transferable license), not the ownership of the software.

4.4 User content: By sharing content with INOVAWAY for service provision purposes, the User declares that they have all necessary rights over that content and grants INOVAWAY a license to use it exclusively for the provision of contracted services.

5.1 Pricing: Service values are defined in commercial proposal approved by the customer. INOVAWAY may change its prices with 30 days prior notice for current contracts.

5.2 Payment method and deadline: Payment conditions are established in the specific contract. Non-payment within agreed deadlines may result in: - Service suspension after 15 days of delay - Interest of 1% per month and fine of 2% on the overdue amount - Contract termination after 30 days of default

5.3 Refunds: Services already provided are non-refundable, except in cases of proven INOVAWAY failure. For SaaS services, there is no proportional refund for unused period, unless otherwise specified in the contract.

5.4 Taxes: Quoted prices do not include applicable taxes, which will be added according to current legislation.

6.1 INOVAWAY Responsibilities: - Provide services with quality and within agreed deadlines - Maintain confidentiality of customer information - Notify the customer about relevant project issues - Protect personal data according to Privacy Policy

6.2 User/Customer Responsibilities: - Provide accurate information and materials necessary for service execution - Make payments within agreed deadlines - Respect INOVAWAY's and third parties' intellectual property rights - Use services in accordance with Brazilian legislation - Not use platforms for illegal, defamatory, deceptive activities or that violate third parties' rights

7.1 Warranty exclusion: Services are provided "as is". INOVAWAY does not guarantee that services will be uninterrupted, error-free or that they will meet specific requirements not previously agreed upon.

7.2 Damage limitation: Under no circumstances will INOVAWAY be liable for: - Indirect, incidental, consequential, special or punitive damages - Loss of profits, revenue, data or business opportunities - Damages resulting from third party actions, cyberattacks or infrastructure failures outside INOVAWAY's control - Specific marketing or sales results, which depend on external factors not controllable

7.3 Liability ceiling: INOVAWAY's total liability regarding any claim is limited to the amount paid by the customer in the 3 months prior to the event that generated the claim.

7.4 Force majeure: INOVAWAY will not be liable for delays or failures resulting from events outside its reasonable control (force majeure), including natural disasters, internet infrastructure failures, pandemics or government acts.

It is strictly prohibited to use INOVAWAY services and platforms to:

- Violate Brazilian or international laws or regulations - Send spam, phishing or unsolicited communications - Distribute malware, viruses or malicious code - Carry out attacks on third-party systems - Collect user data without consent - Publish defamatory, pornographic, discriminatory content or that incites violence - Infringe copyrights, trademarks or other intellectual property rights - Reverse engineer INOVAWAY platforms - Practice unfair competition or copy INOVAWAY's proprietary methodologies

Non-compliance with these rules may result in immediate service suspension and civil and criminal liability.

The processing of personal data by INOVAWAY is governed by our Privacy Policy, available at inovaway.org/privacidade, which is an integral part of these Terms.

By using our services, you consent to the processing of your data as described in the Privacy Policy, in accordance with LGPD (Law No. 13,709/2018).

Both parties undertake to maintain in strict confidentiality all confidential information exchanged within the scope of the commercial relationship, including:

- Strategic and business information - Customer data and intellectual property - Proprietary methodologies, processes and tools

This confidentiality obligation persists for 2 years after the termination of the contract or commercial relationship, unless otherwise specified in a specific contract.

Information that is public domain, that was already previously known by the receiving party or that is legally required by competent authority is not considered confidential.

11.1 Termination by either party: Either party may terminate the contract with 30 days prior written notice, unless the specific contract establishes a different deadline.

11.2 Immediate termination by INOVAWAY: INOVAWAY may immediately suspend or terminate services in case of: - Violation of these Terms or the specific contract - Default exceeding 30 days - Use of services for illegal purposes or harmful to third parties

11.3 Effects of termination: After termination, the customer will have access to their data and deliverables for 30 days. After this period, data may be deleted. Amounts due until the termination date remain payable.

12.1 Integrality: These Terms, together with the Privacy Policy and any specific contract signed, constitute the entire agreement between the parties on the subject.

12.2 Assignment: The User cannot assign or transfer their rights and obligations arising from these Terms without prior written consent from INOVAWAY.

12.3 Independence of clauses: If any provision of these Terms is considered invalid or unenforceable, the remaining provisions will remain in full force.

12.4 Tolerance: INOVAWAY's tolerance regarding any non-compliance does not imply waiver of the right to demand subsequent compliance.

12.5 Communications: Formal communications between the parties must be made in writing, preferably by email (contato@inovaway.org), with receipt confirmation.

These Terms are governed exclusively by the laws of the Federative Republic of Brazil.

For the resolution of any conflict arising from these Terms or services provided, the parties elect the Forum of the User's domicile district, pursuant to Art. 101 of the Consumer Protection Code (Law No. 8,078/1990), expressly waiving any other, however privileged it may be.

For corporate customers, the forum of the District of Recife/PE is elected, with waiver of any other.

Before resorting to the Judiciary, the parties undertake to seek amicable solution within 30 days after formal notification of the conflict.

Contact: contato@inovaway.org