VERSION HISTORY

Version 02 (V-02), Jan/2026: Restructuring of the Terms of Use.

Version 01 (V-01), from Jan/2019 to Dec/2025: Definition of the responsibilities of each party in the use of services and products provided by Agidesk.

TERMS OF USE

V-02: Jan/2026

CLAUSE 1. DEFINITIONS

1. In order for you to understand all the conditions of this document, please see below some important definitions, listed in alphabetical order:
1. Agidesk/Company: AGIDESK SOLUCOES EM TECNOLOGIA LTDA, a private legal entity duly incorporated under Brazilian law, registered with the CNPJ under No. 24.453.363/0001-40.
2. Subscriber/Contracting Party: The contracting individual or legal entity that acquires Agidesk usage licenses in order to manage customer service operations and processes.
3. Account Manager: An Agidesk professional designated to manage the Contracting Party’s account, responsible for handling commercial requests, renewals, and contractual changes.
4. Custom Implementation: A customized implementation model tailored to the specific needs of the Contracting Party, covering arrangements per area to be implemented, charged per service hour, as detailed in the commercial proposal.
5. Standard Onboarding: An initial implementation process with a scope limited to a specific number of hours or covered items, as detailed in the commercial proposal.
6. Order: A formal request for contracting the Platform made by the Contracting Party, either through acceptance of a commercial proposal or by direct contracting via the website.
7. Subscription Period: The term of validity of the license to use the Software contracted by the Contracting Party, which may be monthly or annual.
8. Plan: A set of functionalities, resources, and services offered by Agidesk upon contracting, which may be on a monthly or annual basis, according to the characteristics and prices defined by the Company.
9. Cloud Services: Services offered by Agidesk and accessed via the internet, without the need for local installation, with data stored on remote servers.
10. Free Services: Services or functionalities provided by Agidesk at no cost, subject to possible usage or time limitations.
11. Additional Services: Complementary functionalities, resources, or services offered by Agidesk upon additional payment beyond the contracted Plan.
12. System: A synonym for Software or Platform, referring to the technological solution offered by Agidesk for customer service management and process automation.
13. Software/Platform: A cloud-based system, distributed as Software as a Service, for B2B and/or B2B2C customer service management, which may be accessed through the following link https://agidesk.com or a customized company link, for example https://companyname.agidesk.com.
14. User: An individual who uses the Software, which may be:
    • Agent/Attendant: a user who performs customer service activities and holds a paid license.
    • Contracting Party/Requester: a user who requests services, with unlimited access at no additional cost.

CLAUSE 2. INITIAL CONSIDERATIONS AND BINDING EFFECT OF THESE TERMS OF USE

1. Whereas:
• Whereas Agidesk is the owner and developer of the Platform, which is characterized as Software as a Service (SaaS), assisting in customer service management, agile process automation, and omnichannel communication;
• Whereas the elements and clarifications provided by the commercial team through the Company’s available platforms (website, email, calls, etc.);
• Whereas the Subscribers and/or those responsible for contracting the Platform declare that they have carefully read, understood, and agreed to these Terms of Use. It is the sole responsibility of the Contracting Party to seek clarification from Agidesk regarding any questions about the content of this document prior to its acceptance, and any claim of lack of knowledge or misunderstanding shall not justify non-compliance with the conditions set forth herein.
2. THE CONTRACTING PARTY understands that acceptance of these Terms of Use is indispensable for the use of the System. By accepting these Terms of Use, the Subscriber fully accepts, on its own behalf and on behalf of the Users it designates, the content of this document and the terms described herein, declaring that they have read and agreed to them, thereby becoming automatically bound by the rules contained herein.
3. This Agreement shall enter into force as of the date on which the Contracting Party expresses its agreement by any of the following actions, whichever occurs first (the "Effective Date"): (i) clicking "I Agree" (or a similar button or checkbox) on Agidesk’s digital platforms; (ii) making any payment related to the use of the Platform; (iii) providing express acceptance by email; or (iv) initiating the use of or access to the Software, including Free Services. This Agreement does not require a formal signature to be binding, and agreement to its Terms shall be evidenced by any of the actions described above.
4. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understood the Agreement; and (iii) you agree to its Terms on behalf of the party you represent. If you do not have legal authority to bind your employer or the applicable entity, do not click "I Agree" (or a similar button or checkbox) presented to you, do not make any payment on behalf of your employer, and do not sign or accept the commercial proposal.
5. PLEASE NOTE THAT IF YOU SUBSCRIBE TO A CLOUD SERVICE USING AN EMAIL ADDRESS OF YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED A REPRESENTATIVE OF SUCH PARTY, (B) YOUR CLICK TO ACCEPT OR ACCEPTANCE EMAIL WILL BIND YOUR EMPLOYER OR SUCH ENTITY TO THIS AGREEMENT AND ITS TERMS, AND (C) THE WORD "YOU" IN THESE TERMS SHALL REFER TO YOUR EMPLOYER OR SUCH ENTITY.
6. These Terms of Use legally bind the Contracting Party and its Users in relation to the current and future services to be offered by Agidesk in connection with the Platform.

CLAUSE 3. SUBJECT MATTER OF THE TERMS OF USE

1. The purpose of this document is to govern the use of the Platform by the Subscriber and its Users, aiming to provide a better experience and clearer information regarding the services made available.
2. The Software consists of a customer service management system and agile process automation, made available in a production environment under the Software as a Service model, accessible through an internet browser (approved for use with Google Chrome browsers), in accordance with the Plan previously contracted by the Subscriber.
3. The Subscriber declares that it is aware that the Platform is under constant development and that new versions may be made available at any time, without prior notice.

CLAUSE 4. DESCRIPTION OF AGIDESK SERVICES

1. Upon subscribing to the Plans, the Subscriber and the Users shall have access to the services, functionalities, and content provided as a Service, including, but not limited to:
• Contracting Party Portal - A customized interface allowing Contracting Parties/requesters to open tickets and track their service requests.
• Service Management - Functionalities for managing received service requests, including:
  1. Multiple service catalogs
  2. Customized forms
  3. Custom fields
  4. Workflow configuration (available only in the Enterprise version)
  5. Approval workflows by authorization level
  6. Advanced SLA control
  7. Holiday records
  8. Working schedules
  9. Access permissions
• Knowledge Management - For organizing and sharing information:
  1. Knowledge base
  2. Article creation with video inclusion
  3. Article rating
  4. News portal

• Indicators and Metrics - Dashboards and reports for performance analysis.

• Integrations - With other platforms and communication channels:

  1. API for integration with other systems (available starting from the Business version and subject to the rules and usage policies established by the CONTRACTED PARTY)
  2. Integration with WhatsApp Business (available upon contracting Agitalks)
  3. Chatbot (available upon contracting Agitalks and subject to usage rules established by the CONTRACTED PARTY)
  4. Email integration
• Project Management - Functionalities for project tracking and management (available starting from the Business version).
• Customization - The possibility to customize the visual identity and adapt the system to the specific needs of the Contracting Party, according to the functionalities made available by the Contracted Party.
2. The Platform includes 50GB of storage space for the Contracting Party’s data. Additional storage space shall incur additional costs in accordance with the current pricing table.
3. The Contracting Party and the Users acknowledge that the Company may, at any time, add, replace, modify, or remove any service, functionality, or content made available on the Platform without prior notice and without any compensation of any kind being due to the Users as a result of such removal/replacement/modification.
4. The Platform, offered under the Software as a Service model, does not allow direct customization by the user, only the option for the Contracting Party to request changes through the official contact channels. It is exclusively up to the Company to evaluate and decide whether or not to implement the suggestions received.
5. The services offered by Agidesk are divided into: (i) Standard Services, which comprise the basic scope of the contracted Plan and whose functionalities are detailed in this section; and (ii) Additional Services, which are complementary functionalities, resources, or services that may be contracted upon additional payment, as detailed in the section "PLANS AND PAYMENT METHOD".
6. Both types of services, whether standard or additional, shall be fully subject to the general contractual framework established in these Terms of Use, including, but not limited to, conditions of contracting, renewal, downgrade, upgrade, termination, changes in billing model, and other financial and operational provisions.

Section I. Additional Storage

7. Agidesk may charge, as an additional service, for storage space used by the Contracting Party that exceeds the limit established in the contracted Plan. The amount shall be defined in accordance with the pricing table in force at the time of contracting or renewal of the service.
8. The Contracting Party shall be notified when it is approaching the storage limit available under its Plan and may choose to:
1. Contract additional storage capacity;
2. Migrate to a higher Plan that includes greater storage capacity; or
3. Manage its data to reduce the space used.
9. Agidesk reserves the right to temporarily limit the inclusion of new files if the Contracting Party exceeds the contracted storage limit and fails to take any of the measures above within fifteen (15) days after notification.

Section II. Software Usage Environments

10. Agidesk provides the Software exclusively in a production environment ("Production Environment"), optimized for operational and continuous use by the Contracting Party and its Users, in accordance with the contracted Plan. This environment is configured to offer maximum performance and stability required for the execution of the Contracting Party’s activities.
11. Agidesk does not offer, as part of standard Plans, staging, development, testing, or any other environments different from the Production Environment ("Non-Production Environments"), such as a staging environment (HML).
12. If the Contracting Party is interested in contracting Non-Production Environments, it must submit a specific formal request to Agidesk. The provision of such environments shall be subject to commercial evaluation, specific terms and conditions, as well as additional charges, in accordance with a commercial proposal to be presented by Agidesk and accepted by the Contracting Party.

Section III. Artificial Intelligence Features

13. Agidesk may, at its sole discretion, make available features and functionalities based on Artificial Intelligence (AI) to enhance customer service and process management on the Platform. Such features, when available, shall be offered as Additional Services or optional Plan functionalities, subject to contracting and/or activation by the Contracting Party.
14. The Contracting Party acknowledges and agrees that Artificial Intelligence technologies are tools in constant evolution and, by their nature, may present inaccuracies, biases, incomplete information, or errors. Agidesk shall use its best efforts to develop and integrate AI in an ethical and efficient manner, but does not guarantee the infallibility or absolute accuracy of the information or actions generated by such features.
15. By choosing to activate and use the Artificial Intelligence features made available by Agidesk, the Contracting Party fully assumes responsibility for their use, for decisions made based on the information or suggestions generated by AI, as well as for any errors, inaccuracies, or damages that may result from the use of such features. The Contracting Party must supervise, verify, and validate all content and actions generated by AI before their effective application.
16. The use of Artificial Intelligence features shall be conditioned upon the purchase of specific credits or packages for this purpose, at an additional cost to the Software license fee. The commercial terms, prices, and conditions of use of such credits or packages shall be defined by Agidesk in a specific commercial proposal or in the current pricing table.

Section IV. Use of APIs and Third-Party Artificial Intelligence

17. The Contracting Party has access to Agidesk’s APIs (Application Programming Interfaces) as established in the section "DESCRIPTION OF AGIDESK SERVICES" and subject to their rules and usage policies. However, the Contracting Party is expressly prohibited from using or allowing third parties to use Agidesk’s APIs to feed, train, or consume data through external Artificial Intelligence systems, except with Agidesk’s prior and express authorization.
18. The use of Agidesk’s APIs for integration with Artificial Intelligence solutions developed or operated externally by the Contracting Party or by third parties must be subject to a formal request to Agidesk. Such request shall be evaluated and, if approved, shall be governed by specific terms and conditions, with the possibility of additional charges and the need to execute a separate contractual instrument.
19. Agidesk reserves the right to monitor the use of its APIs and, if it identifies any unauthorized use, including but not limited to consumption by external AI without approval, may suspend or terminate the Contracting Party’s access to the APIs and/or the Platform, without prejudice to other applicable measures under these Terms of Use and applicable law.

CLAUSE 5. PLANS AND PAYMENT TERMS

1. The Contracting Party has the prerogative to add, change, replace, or remove users and agents from its contracted Plan at any time, without prior notice to Agidesk. However, during the first twelve (12) months of the contract, or while special commercial conditions (such as discounts) linked to the volume of contracted licenses are in effect, license downgrades shall not be permitted. After the first year of the contract and/or the termination of special commercial conditions that prevent downgrade, if the Contracting Party reduces the number of licenses, the amount shall be adjusted to the current Agidesk price list applicable to the new license volume, disregarding any previously applied discounts.
2. Additionally, the minimum license package of a contract, even after any downgrade, shall always be five (5) licenses. Other conditions applicable to downgrade, including penalties applicable during the first twelve (12) months, are set forth in the section "LICENSE CANCELLATION REQUEST" of these Terms. After the request or identification of an increase in the number of licenses in the Plan contracted by the Contracting Party, Agidesk shall proceed with the corresponding charge, which shall be formalized by the issuance of an invoice or an adjustment to the commercial proposal, in accordance with the process applicable to the type of contracting.
3. The prices of the available Plans may always be consulted at the time of contracting the Platform usage license by the Contracting Party on the Company’s main website and are subject to change at Agidesk’s sole discretion. Agidesk may also offer Plans with configurations and prices different from those available on the website, subject to availability, through promotional events and campaigns.
4. The Plan may be contracted directly through the account created on the Agidesk website, in which case the Contracting Party may choose the Plan and the number of contracted licenses through the "my account/payments" menu.
5. All Agidesk Plans are Monthly or Annual, on a prepaid basis. Except for Free Services, all services are offered by monthly subscription or annual subscription. Training and implementation services may also be offered, and their prices and payment conditions shall be set forth in the commercial proposal. The commercial proposal is an integral part of this Agreement, and in the event of conflicting items, the provisions of the commercial proposal duly executed by the parties shall prevail.
6. Agidesk provides unlimited licenses for Requester Users. Charges apply only to Agent Users and/or Process Users. The Platform is contracted on a prepaid basis, and access to the system shall be granted after payment of the first monthly fee.

Section I. Renewals

7. Except as otherwise specified in your Order, unless either party cancels the subscription prior to the expiration of the current Subscription Period, the subscription shall automatically renew for an additional Subscription Period equal to the initial Subscription Period.
8. The contract, whether under a monthly or annual plan, shall have a minimum term of twelve (12) months, and renewal shall occur automatically at the end of each contracted Plan period, under the same modality as the initial contract. If the Contracting Party wishes to change the Plan at the end of the contract term, it must notify Agidesk at least sixty (60) days in advance.
9. If the Contracting Party wishes to cancel the contract, it must do so by providing at least sixty (60) days’ prior notice before the effective cancellation date and by paying a penalty equal to thirty percent (30%) of the residual contract value, by submitting its request via email to financeiro@agidesk.com.br.
10. The contract shall be adjusted annually based on the positive variation of the IPCA index or, in its absence, an equivalent index or any index that may replace it.
11. All renewals are subject to the applicable cloud service continuing to be offered and shall be charged in accordance with the current rates presented on our website.

Section II. Adding Users

12. The Contracting Party may add users, increase storage limits, or request a Plan version upgrade, either through a new Order or by modifying an existing Order. Unless otherwise provided in the applicable Order, increased usage shall result in additional charges calculated based on Agidesk’s then-current rates, on a pro rata basis for the remaining term of the current Subscription Period. For annual Plans, additional charges shall be calculated pro rata until the anniversary date of the contract and adjusted upon renewal.
13. If the Contracting Party intends to add users to its account, it must contact its Account Manager to request a commercial proposal. If the Contracting Party creates new agents, it hereby agrees to the corresponding additional monthly or annual charges related to the number of agents added to the Platform. During the first twelve (12) months of the contract, it shall not be possible to reduce (downgrade) the contracted license package.
14. After the first twelve (12) months of the contract, if the Contracting Party wishes to downgrade the Plan or the number of contracted users, a new commercial negotiation shall be required to adjust license and Plan prices, since any discounts granted are based on the type and volume of contracted licenses, as well as the contract term.
15. If the Contracting Party intends to upgrade an application, it shall be charged the difference between the list prices of the respective packages, with pro rata calculation applicable if contracted within the current cycle.

Section III. Changes to the Billing Model Related to Free Services

16. Agidesk may, at its sole discretion, offer certain functionalities or services free of charge ("Free Services"), whether temporarily or for an indefinite period, even if such functionalities are inherently classified as Additional Services. The Contracting Party acknowledges and agrees that:
1. The availability of any Free Service does not constitute a permanent obligation of Agidesk, which reserves the right, at any time, to:
1. Discontinue the Free Service;
2. Change its characteristics, limitations, or scope;
3. Convert the Free Service into a paid service, establishing prices in accordance with the current commercial policy.
2. If Agidesk decides to implement charges for any Free Service used by the Contracting Party, the Contracting Party shall be notified at least sixty (60) days in advance through:
1. Email communication sent to the email address registered on the Platform; or
2. Notification within the Software itself; or
3. Publication in the administrative dashboard notices section.
3. The notification of conversion to a paid model shall include:
1. The start date of billing;
2. Applicable prices and billing method;
3. Any special conditions or discounts for existing Contracting Parties;
4. The procedure for expressing non-acceptance of the new condition.
4. After being notified of the conversion of a Free Service into a paid service, the Contracting Party may:
1. Accept the new condition and continue using the service upon payment;
2. Refuse the charge and cease using the specific service without prejudice to the other contracted services;
3. Request migration to another Plan that includes the relevant service, if available.
5. The Contracting Party must expressly indicate acceptance or refusal of the new billing condition by the date indicated in the notification, through the channels made available by Agidesk. In the absence of such manifestation, Agidesk may restrict access to the specific service until express confirmation is provided.
6. If the Contracting Party chooses not to accept charges for a service previously offered free of charge:
1. It must notify Agidesk of its decision through official support channels at least fifteen (15) days prior to the scheduled billing start date;
2. Access to the relevant service shall be suspended as of the billing start date;
3. The Contracting Party may export or back up any specific data related to the discontinued service within fifteen (15) days after access suspension.
17. The implementation of charges for a Free Service shall not constitute a material modification of the contract and shall not entitle the Contracting Party to fully terminate the contract without the penalties provided for in the section "LICENSE CANCELLATION REQUEST", applying exclusively to the specific service that became subject to charges.
18. Agidesk undertakes to carefully assess the impact on Contracting Parties before converting any Free Service into a paid service, always seeking to offer fair and competitive conditions for continued use.

Section IV. Payment

19. You shall pay all fees in accordance with each Order, on the due date and in the currency specified in the Order.
20. If a purchase order number is required for an invoice to be paid, it shall be the responsibility of the Contracting Party to provide such purchase order number to Agidesk at the time of contracting the Plan and/or Service, by sending it to financeiro@agidesk.com.br.
21. Our services are performed remotely, via videoconference using a tool designated by the Contracted Party. If Additional Services are provided at any location other than Agidesk’s headquarters, unless otherwise specified in your Order, you shall reimburse us for travel, lodging, and meal expenses, which may be charged as incurred, in accordance with Agidesk’s travel policy. You agree that we may charge your credit card or other payment method for renewals, additional users, usage overages, expenses, and unpaid fees, as applicable.
22. Plan prices shall apply throughout the term of the cycle chosen at the time of contracting and shall be adjusted annually in accordance with the Company’s criteria, observing the applicable inflation indices for the period.
23. Payment for the service shall be made via bank slip (boleto) or credit card, using the payment details provided by Agidesk.
24. The service is charged in advance (prepaid), according to the contracted periodicity, and is non-refundable.
25. Plan prices may be increased by applicable taxes in accordance with current legislation (IBS/CBS), calculated based on the Client’s domicile informed at the time of registration.
26. The Client acknowledges that tax rate determination depends on the fiscal domicile and other registration data provided and that it is solely responsible for keeping such information accurate and up to date. In the event of discrepancies between the declared domicile and the actual place of service receipt, Agidesk may issue supplementary charges, apply compensable credits in the subsequent billing cycle, and/or suspend access until regularization.
27. Agidesk may, at any time, adopt the official government-approved Payment Split mechanism, whereby, at the time of payment, the total amount is processed by the collection system or integrated payment method, the portion corresponding to applicable taxes (IBS/CBS and legal charges) is automatically segregated and directed to the competent tax authority, Agidesk receives only the net amount already deducted of taxes, and the tax portion does not pass through its accounts. The Client acknowledges that, under this model, the net credited amount corresponds to Agidesk’s effective revenue, including in installment transactions, in which segregation shall occur proportionally in each installment.
28. The amounts of the contracted Plans and services may be automatically adjusted proportionally whenever there is an increase in the standard rate of the Goods and Services Tax (IBS) and/or the Contribution on Goods and Services (CBS), or any taxes that replace them. Such adjustment shall apply by operation of law, regardless of contractual amendment or prior notice, observing the effective date of the new tax rate.
29. The Client acknowledges that failures, unavailability, or delays of the official Payment Split system do not constitute Agidesk’s responsibility, nor do potential technological integration failures between third-party systems, and Agidesk shall only be required to make reasonable efforts to guide the Client toward regularization.

Section V. Onboarding / Implementation Service

30. Contracting the Onboarding/Implementation service is mandatory at the time of contracting, in order to train the Contracting Party and its Users for the functional use of the Software. After confirmation of payment for the service, the Contracting Party shall have access to the Platform, as well as to support materials and tutorials for initial system configuration and use.
31. Operational details, timelines, and scope of the Onboarding/Implementation service shall be defined and described in the Commercial Proposal or in a specific Service Addendum, which complements and integrates this Agreement. Delays in the Onboarding schedule at the request of the Contracting Party shall not result in delays to payment dates for the contracted services.

Section VI. Delivery

32. Access to the Software is granted for a fourteen (14)-day trial period immediately after account creation through the Agidesk website. During the trial period, Agidesk shall not be responsible for the delivery or preservation of any data entered into the Platform. Definitive release for the contracted period established in the commercial proposal shall occur after identification and/or confirmation of the first payment.

Section VII. API Terms of Use and Legacy Data Migration

33. Definitions. For the purposes of this clause, "Legacy Data" means any and all historical data originating from other systems/tools of the CONTRACTING PARTY prior to the Effective Date of this Agreement. "AGIDESK APIs" means the endpoints, keys, and technical integration resources made available by the CONTRACTED PARTY for the regular operation of the AGIDESK Software.
34. Authorized purpose of the APIs. AGIDESK APIs are provided exclusively for the creation, update, and consultation of new/current tickets and related data generated after service contracting, for the purposes of the regular operation of the AGIDESK Software. The use of APIs for mass data loading, migration, import, or "mirroring" of Legacy Data from any other systems is strictly prohibited.
35. Contracted storage. The standard storage space of 50GB per client (as already provided for in this Agreement) is intended solely for storing tickets and attachments created after contracting. Use of this space for storing Legacy Data is not permitted. Overages and expansions, when applicable, follow the current pricing table and do not authorize Legacy Data migration via APIs.
36. Technical restrictions and fair use. The following are expressly prohibited: (i) mass ingestion routines via APIs for migration purposes; (ii) automations intended to reconstruct prior ticket history; and (iii) any procedure that directly or indirectly reproduces or reimports Legacy Data. The CONTRACTED PARTY may apply rate limits, temporary blocks, and other protective mechanisms to ensure service continuity and stability.
37. Monitoring and suspension. Upon identification, at the sole technical discretion of the CONTRACTED PARTY, of reasonable evidence of API use in violation of this clause, the CONTRACTED PARTY may immediately suspend, in whole or in part, access to the APIs and/or the AGIDESK Software, notifying the CONTRACTING PARTY to adopt corrective measures.
38. Cure period and remediation. Upon receipt of notice, the CONTRACTING PARTY must cease the practice and remove or regularize improperly inserted data within forty-eight (48) hours. If the violation persists, the CONTRACTED PARTY may maintain suspension, terminate the Agreement for cause, and/or charge additional costs arising from storage, processing, and impact mitigation, without prejudice to losses and damages.
39. Optional migration with separate infrastructure. If the CONTRACTING PARTY wishes to bring Legacy Data for consultation or compliance purposes, it must contract a specific license with separate infrastructure (dedicated environment), subject to a separate commercial proposal defining scope, timelines, responsibilities, volume limits, and costs, which shall not be confused with the standard AGIDESK Software subscription.
40. LGPD and responsibilities. The CONTRACTING PARTY declares that it is the data controller of the data it chooses to insert, being responsible for its legal basis, quality, and accuracy, as well as for any data subject requests. Unauthorized insertion of Legacy Data through non-approved means is the sole responsibility of the CONTRACTING PARTY, including any performance impacts, unavailability, and remediation costs.
41. Prevalence. In the event of conflict, the provisions of this clause shall prevail over any help materials, technical manuals, or operational communications regarding APIs, insofar as they relate to the prohibition of Legacy Data migration via APIs and the use of standard storage.

CLAUSE 6. DEFAULT

1. In the event of default under executed contracts, the Contracting Party shall have ten (10) calendar days to regularize payment. If payment is not made within ten (10) calendar days, access to the environment shall be suspended. If default exceeds thirty (30) days, the account shall be canceled, the respective data deleted, and outstanding amounts may be protested before a Notary Public and/or reported to credit protection agencies (SPC/SERASA, etc.), until all outstanding amounts are paid.
2. In the event of default under executed contracts, Agidesk shall be entitled to a penalty equal to two percent (2%) of the overdue amount, default interest of one percent (1%) per month until effective payment, and monetary adjustment based on the positive variation of the IPCA index or another index that may replace it.

CLAUSE 7. LICENSE CANCELLATION REQUEST

1. Subscription cancellation may be requested at any time by the Contractor, via the email financeiro@agidesk.com.br, observing the conditions and deadlines set forth in this section and other applicable clauses of these Terms of Use.
2. In the event of proven fraud in the license purchase transaction or certification by a third party that they did not authorize the use of their payment method, the cancellation request may be made by such third party rather than by the Contractor.
3. If the Contractor wishes to cancel the contract (within the first 12 months):
1. Monthly Plan: in the event of cancellation of the monthly plan, a penalty of 30% shall be charged on the residual value of the contract, calculated between the cancellation date and the final date of the contracted term. The Contractor must request account cancellation at least 60 days in advance and pay all outstanding amounts, in addition to the cancellation penalty.
2. For Annual Plans, which require full advance payment of 12 (twelve) months of the contract, there shall be no refund of amounts already paid in the event of withdrawal or cancellation by the Contractor. If the Contractor chooses not to renew the Annual Plan, the account cancellation must be requested at least 60 days prior to the renewal date.
4. The Contractor must request cancellation via the email financeiro@agidesk.com.br and will have a period of 15 days to perform (or request the performance of) a backup of their data. After this period, the account and respective data will be deleted.
5. During the first 12 months of the contract, it will not be possible to reduce (downgrade) the contracted license package. In the event of a downgrade within the first 12 months, the Contractor must pay a penalty as described in item "a" of this clause. After reducing licenses and paying the corresponding penalty, the cost per license will be applied according to the current price list, meaning that any discount granted due to the volume of contracted licenses will be automatically canceled.
6. Even after a possible downgrade in the number of contracted licenses, the minimum license package for a contract shall always be 5 licenses, regardless of the chosen plan.
7. Account cancellation does not exempt the Contractor from paying overdue charges that have not been paid up to the cancellation date.
8. The service cannot be suspended or paused by the Contractor. If the Contractor chooses to suspend the service, they must request cancellation, bear the associated costs, and subsequently request a new contract under updated pricing.
9. Non-use of the Software for any period by the Contractor shall not serve as justification for non-payment during such period.
10. Canceling your subscription means that you will not be charged for the next billing cycle, but you will not receive refunds or credits for amounts already charged.
11. Agidesk will not issue refunds in cases of cancellation of plans with advance payment, except in the cases provided for in the clause relating to cancellation of annual plans.

CLAUSE 8. LICENSE TO USE

1. The parties acknowledge that Agidesk is the owner of the Platform and declares that it is authorized to license its use, and that the license agreed herein does not infringe any intellectual property, copyright, trade secret, or any other rights of third parties.
2. Upon selecting a Plan, Agidesk grants the CONTRACTOR the number of licenses contracted as defined at the time of Software subscription. The Subscriber is responsible for the distribution, maintenance, and revocation of such licenses for its Users.
3. Licenses are nominal, for individual use, non-transferable, and fully revocable by Agidesk, provided that such revocation complies with the terms contained in this document.
4. If the Company identifies shared use of a single access license by more than one User, meaning a single account shared by two or more Users, it may block system access without prior notice. Once access credentials are regularized and the license is properly used, access may be restored.
5. The Contractor and its Users may not, under any circumstances, assign, sell, rent, or make available for use by any third party not provided for in this contract, nor transfer, in any manner, the license or its access.
6. The Contractor may not:
1. Make the Software available to any unauthorized third party or in any manner not described in this contract;
2. Use the Software to provide services to third parties beyond what is expressly permitted by the contract, except for Contractors participating in the Agidesk channel partner program;
3. Intentionally interfere with or impair the integrity of the Software or the data contained therein;
4. Attempt to obtain unauthorized access to the Software or its related systems or networks, even under the pretext of conducting security tests, subject to a contractual breach penalty and other applicable legal sanctions;
5. Use the Software to cause damage, such as overloading, or create multiple agents for the purpose of impairing third-party operations;
6. Remove or modify any software markings or any Agidesk proprietary rights notices.
7. Any use of the Platform not expressly provided for in these Terms of Use is prohibited and subjects the Contractor and the User to the penalties set forth herein, without prejudice to applicable damages and legal consequences.

Section I. Nominal Use of Licenses and Authorized Access

8. Nominal licenses. Each contracted AGIDESK Software license corresponds to an individual, identified, and nominal user, linked to a specific natural person on the CONTRACTOR’s team ("Agent"). Licenses are non-transferable and may not be shared among different users, departments, or third parties, even if they belong to the same company.
9. Prohibition of generic or simultaneous use. Generic and impersonal use of licenses for credential sharing purposes is expressly prohibited, as is the use of a single user account by multiple individuals or simultaneous access by the same user from different browsers, devices, or IP addresses.
10. Exclusive and individual purpose. Each Agent must have their own personal and non-transferable credentials, and it is the CONTRACTOR’s responsibility to ensure that each authorized user operates in accordance with internally defined access levels and permission profiles.
11. Monitoring and verification. The CONTRACTOR reserves the right to monitor, in an automated manner and in compliance with privacy laws and the LGPD, usage patterns, simultaneous access, and session behavior, for the purpose of identifying unauthorized access, sharing, and violations of this clause.
12. Corrective measures and sanctions. Upon identification of improper, shared, simultaneous, or generic use of licenses, the CONTRACTOR may, at its sole discretion:
1. Immediately suspend system access of the offending user;
2. Notify the CONTRACTOR to regularize the situation within 48 (forty-eight) hours; and
3. Terminate the contract for cause in the event of recurrence, failure to regularize, or refusal to correct, without prejudice to the collection of contractual differences, audit costs, damages, and other applicable measures.
13. Contractor responsibility. The CONTRACTOR acknowledges that shared or simultaneous use of licenses violates SaaS licensing rules and may compromise information security, data integrity, and action traceability within the system. The CONTRACTOR is fully responsible for all actions performed under its logins and passwords, even if carried out by unauthorized third parties.
14. Precedence and integration. This clause supplements the "Account Terms of Use" and "Software Intellectual Property Rights" and shall prevail over any conflicting provisions regarding license individualization and the prohibition of simultaneous or shared use.

CLAUSE 9. BREACH OF THESE TERMS

1. Failure to comply with these terms by the CONTRACTOR or its Users, as well as violations of applicable law (such as data protection laws), may result in immediate measures by Agidesk.
2. The Company may choose to refuse, suspend, or terminate access to the Software at any time. This ensures Agidesk’s flexibility to act quickly in risk situations, such as improper system use, improper data handling, or other actions that may harm Platform operations, data security, or other users’ experience.
3. The decision to suspend or terminate the service may be based on the Company’s own initiative or on reports, requirements from third parties such as regulators or authorities, or even court orders.
4. New Plan contracts shall not be permitted for Contractors, whether individuals or legal entities, whose original subscription has been suspended due to policy violations or breach of the clauses of this document.

CLAUSE 10. REGISTRATION

1. Once a Plan has been contracted, to begin using the Platform the Contractor and its Users must provide the information required to complete registration in the Software, enabling access to the content and services provided by the Company.
2. Agidesk is not responsible for incorrect or false information provided by Contractors or Users during registration, nor for any damages caused to third parties or to the Contractor as a result of such information.
3. Access to the services provided in the Software will be granted to the Subscriber and its Users after completion of registration with all requested information, acceptance of the clauses of this document, or confirmation of payment. It is noted that during the period between invoice issuance and payment confirmation, the Platform will not be blocked.
4. The security of the registered password is the sole responsibility of the Contractor and Users, who must not share it with third parties and must maintain control over the devices used to access the Software. The Subscriber and Users are solely responsible for any unauthorized access resulting from improper use.
5. The Subscriber and Users are responsible for updating and maintaining the accuracy of the information provided during Platform registration, with the Subscriber being solely responsible for payment in the event of Plan acquisition.
6. From registration onward, the Contractor and Users will be allowed to access all Platform functionalities according to the contracted Plan, the rules set forth in these Terms, and the permission type configured by the Platform administrator.
7. Registration will not proceed for a Contractor with outstanding debts with Agidesk or whose other contract has been suspended or terminated, unless the reasons for such suspension or termination have been resolved.
8. The Company may suspend or cancel access for the Subscriber and its Users as a protective measure for the Software, other Contractors, Users, and third parties, in cases of suspected identity theft, illicit use or misappropriation of payment methods, or other fraudulent activities, without any liability attributed to the Company as a result of such suspension or cancellation.
9. Non-compliance with applicable law, the clauses of this document, or Agidesk Policies may, at the Company’s discretion, result in suspension or termination of the license, as well as refusal of any Contractor and its Users, without prejudice to other applicable legal measures.

CLAUSE 11. SOFTWARE ACCESS

1. After formal or tacit acceptance of these Terms of Use, as detailed in the section "INITIAL CONSIDERATIONS AND BINDING EFFECT OF THESE TERMS OF USE", and activation of the contracted Plan, the Platform services will be made available to Contractors and Users. Access will occur through registered access credentials and will be conditional upon the Contractor maintaining regular financial standing. In the event of default exceeding 10 (ten) consecutive days, access for the Contractor and its Users will be blocked until full settlement of the outstanding amount.
2. The Contractor and its Users must have devices (hardware and software) compatible with the Platform and access to high-speed internet, assuming sole responsibility for providing the necessary adjustments for its use.
3. For software access, use of the Google Chrome browser, approved by the Contractor, is recommended.
4. Use of devices incompatible with the stated requirements may compromise Software performance, and responsibility for adequacy lies with the Contractor and Users, with Agidesk being exempt from such responsibility.

CLAUSE 12. AGIDESK OPERATIONS AND SUPPORT

Section I. Operations

1. By using the Platform, the Contractor and its Users undertake to comply with applicable Brazilian law, as well as with the provisions of this document, and shall not produce, make available, disclose, or transmit through the Software any content that:
1. Is contrary to any rule of Brazilian law or that encourages any form of violence, xenophobia, discrimination, and/or prejudice of any kind;
2. Is protected by any intellectual or industrial property rights belonging to third parties, without the Subscriber and its Users having previously obtained the necessary authorization from the respective rights holders to use such content;
3. Incorporates viruses or other electronic elements that may cause damage or prevent the regular operation of the Software, the worldwide computer network, the Company’s or third parties’ software or computer equipment, or that may damage electronic documents and files stored on such equipment;
4. Causes, due to its characteristics (such as form, size, extent, etc.), difficulties in the regular operation of the services provided by the Company and the Software.
2. Agidesk performs security backups of its code, files, and databases, which are retained for a minimum period of 07 (seven) days.
3. The Software is hosted on cloud computing servers provided by a high-availability provider. Each Contractor will be allocated 50GB of storage space. Additional storage space will incur additional costs in accordance with the current pricing table.
4. The Software will be available 24 (twenty-four) hours a day, 07 (seven) days a week to Contractors and their Users, except due to events beyond the Company’s control (force majeure or acts of God), technical reasons requiring suspension of services (maintenance of equipment, systems, or communication channels), scheduled interruptions, or reasons arising from third parties, such as interruptions caused by cloud providers, internet connectivity failures, governmental acts or regulations, improper or unauthorized use of equipment or services by the Subscriber, or failures caused by equipment, installation, or infrastructure under the Contractor’s responsibility.
5. Agidesk undertakes to use its best efforts to keep the Software available, except for planned and duly notified maintenance downtime.
6. Such interruptions or unavailability of services shall not give rise to any obligation of compensation, indemnification, or reimbursement of any kind by the Company.
7. The Contractor and its Users shall not, under any circumstances, engage in attempts involving distributed denial-of-service (DDoS) attacks, reverse engineering, SQL injection, crawler development, improper use of APIs, intentional or negligent massive overloads of the system, or any other attacks or mechanisms intended to impair the proper functioning of the system, plagiarize, clone, or reproduce features, or improperly access information for any purpose.
8. The Contractor and Users acknowledge that, in all circumstances, their rights in relation to the content and services provided by the Company are limited by copyright and intellectual property laws.

Section II. Support

9. The Company provides specialized technical support to the Contractor and its Users, limited to assistance with questions regarding Platform configuration and use, as well as its maintenance. This responsibility excludes the configuration of other equipment and services under the responsibility of the Contractor and Users, such as access points, internet connections, computers, smartphones, and other technical difficulties, as well as support for integrations performed by the Contractor, even if using APIs provided by the Company. If necessary, the Contractor may contract additional services for specialized support.
10. Technical Support service hours are from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m. to 5:00 p.m., on business days.
11. The primary support channel (Technical Support) is provided through the Contractor Portal, accessible at https://atendimento.agidesk.com (a brief registration may be required). The Contractor may also request support via email at suporte@agidesk.com.br. Support tickets are handled in chronological order.
12. The Technical Support first response time is up to 4 (four) hours on business days.
13. Interactions between the Contractor and Agidesk via Customer Success occur primarily via email or online conference, respectively and in this order, always by prior appointment. Customer Success representatives are not obligated to provide immediate assistance.
14. For more complex issues, Agidesk’s Technical Support team will perform a diagnosis and provide the Contractor with a resolution timeframe directly in the support ticket.
15. Technical Support professionals are not authorized to respond to requests via Teams, WhatsApp, or other instant messaging applications.
16. For better control of support requests, use of the Contractor Portal at https://atendimento.agidesk.com is recommended. Agidesk is responsible for providing support only to users linked to the Contractor’s electronic domain. Technical support will be limited to up to 02 (two) contacts associated with the Contractor company.
17. It is the sole responsibility of the Contractor to ensure that its users are properly trained and qualified to use the Platform, making use of the support materials, tutorials, and onboarding sessions provided by Agidesk, in order to minimize the need for support related to basic operational issues.
18. Service provision does not include on-site visits by Agidesk professionals at the Contractor’s premises for technical, commercial, and/or training purposes, unless expressly agreed in the commercial proposal, in which case additional costs will apply to cover travel, meals, and accommodation.

CLAUSE 13. SECURITY

1. The Contractor and Users shall take appropriate security measures to prevent unauthorized access to the Software, including but not limited to:
1. Creating strong personal passwords for system access (including uppercase and lowercase letters, numbers, and special characters);
2. Logging out of the system when not in use;
3. Not writing down access information such as login and password in inappropriate, visible, or accessible locations;
4. Not saving login and password credentials on devices;
5. Not sharing or disclosing access credentials to other persons; preventing unauthorized individuals from viewing, accessing, or using the system and its content; and
6. Establishing internal rules and policies for access to information.
2. The User is solely and exclusively responsible for maintaining the security of their account and personal, individual, and private password. Agidesk shall not be liable for any loss or damage resulting from the User’s failure to comply with this security obligation.
3. The Contractor and the User are responsible for the security of their browsing activities, maintenance of their equipment, computer programs, communication means, and license regularity used to access and operate the Platform.
4. The Company shall not be liable for any damages or viruses that may affect equipment or other property as a result of accessing, using, downloading, or browsing the Software.
5. Agidesk is not responsible for any content available on any website, blog, or feed that links to the Platform through unofficial means, outside the domain www.agidesk.com or official social media pages.

CLAUSE 14. WARRANTIES AND LIMITATION OF LIABILITY

1. Agidesk shall use its best efforts to keep the Platform available, secure, and intact, adopting technical and organizational measures consistent with market best practices.
   Given the nature of software as a service (SaaS) and the inherent limitations of computer systems and web services, Agidesk does not guarantee that the Platform will be free from failures, interruptions, errors, or vulnerabilities.
   If technical, operational, or security failures are identified, Agidesk undertakes to use reasonable efforts to implement necessary corrections as promptly as possible.
   If a failure poses a risk to system integrity, information security, or the parties’ data, Agidesk may temporarily restrict functionalities, remove specific features, or suspend access to the Platform, in whole or in part, until the issue is resolved, without constituting contractual breach.
2. Agidesk’s liability for any direct damages proven to have been caused to the Contractor as a result of use of the Platform shall be limited to the total amount actually paid by the Contractor to Agidesk in the 12 (twelve) months immediately preceding the event giving rise to the damage.
   Agidesk shall only be liable upon unequivocal proof, supported by irrefutable technical evidence, that the damage resulted exclusively from an act or omission of Agidesk characterized by willful misconduct or gross negligence.
   Under no circumstances shall Agidesk be liable for indirect damages, loss of profits, loss of revenue, loss of opportunity, indirect consequential damages, moral damages, loss of data not exclusively attributable to its actions, or any losses arising from factors beyond its control, including connectivity failures, Contractor infrastructure issues, third parties, external integrations, force majeure, or acts of God.
3. The service is provided via the Internet; therefore, Agidesk is not responsible for the Contractor’s connectivity failures or resulting inability to use the service.
4. Agidesk does not guarantee that the service will meet the Contractor’s specific needs. Agidesk provides onboarding/implementation services to clarify any questions regarding Software use.
5. The Software is accessible exclusively in electronic form and requires internet connectivity for Users to access information from anywhere in the world via a web browser.
6. Agidesk is not responsible for providing internet services required for proper Software operation and shall not be liable for network availability issues or force majeure events.
7. By contracting the Plans, the Subscriber expressly accepts and agrees to be bound by the then-current Terms of Use on behalf of itself and its Users, acknowledging that this instrument constitutes a binding contract between the Company, the Contractor, and its Users.
8. The Contractor is solely responsible for deciding whether to increase or reduce the number of users on its account.
9. The Contractor expressly understands and accepts that Agidesk shall not be liable, including for negligence, for any damages resulting from improper use of the Software by the Contractor or by third parties accessing user data through the Software.
10. Agidesk may suspend the service or part thereof whenever it deems necessary to modify or correct the Software, notifying the Contractor by any reasonably acceptable means, in accordance with the service terms. The Contractor expressly agrees to receive such updates and corrections automatically as part of the service.
11. In the event the service is permanently discontinued, Agidesk shall notify the Contractor at least 60 (sixty) days in advance. During the notice period, the Contractor must retrieve all information stored in the application. After account termination, Agidesk will delete all application data. From service discontinuation onward, the Contractor shall not be charged additional monthly fees, and any prepaid amounts shall be refunded.
12. The Contractor is responsible for establishing internal security and data protection rules for its users.
13. By disclosing information generated in the Software, the Contractor declares itself to be the owner of such content and releases Agidesk from any and all liability. The Software is merely the means for viewing and distributing such data.
14. The Contractor may not use the service for illegal, unlawful, fraudulent, or unauthorized purposes and is fully responsible for all content generated.
15. The Contractor acknowledges that Agidesk’s reputation and image are assets of immeasurable value and undertakes not to disclose false, defamatory, or slanderous information about Agidesk, its services, or its Platform, in public or private forums or on social media. In particular, the Contractor agrees not to attribute responsibility to Agidesk for alleged security failures, data breaches, or incidents without prior thorough internal investigation, submission of evidence, and formal communication through Agidesk’s official channels. The Contractor shall be fully liable for any damages arising from violation of this clause.

CLAUSE 15. PRIVACY AND PERSONAL DATA PROTECTION

1. Data collected, stored, and processed shall be used strictly for the purposes described, without deviation from their intended purpose.
2. Data and information registered and collected through the Software shall be stored, processed, and used in accordance with this document, the LGPD, and the Privacy Notice.
3. Upon cancellation of the subscription, the Contractor may perform or request data export within a maximum of 15 (fifteen) days after the cancellation date. After this period, data may be permanently deleted in accordance with applicable laws. Data delivery shall occur within 30 (thirty) days from the request date.
4. The Contractor acknowledges its responsibility under the LGPD and the need to collect and process personal data in compliance with applicable legal requirements.

Section I. Agidesk Platform Contracting Model

5. The Contractor acknowledges and accepts that Agidesk licenses its solutions under a cloud storage model (Software as a Service – SaaS).
6. Under this model, the Contractor acts as the data controller of personal data collected and processed through the Software, while Agidesk acts as the data processor, as defined by the LGPD (Law No. 13,709/2018).

Section II. Contractor Rights and Obligations

7. The Contractor is responsible, on its own behalf and on behalf of its Users, for compliance with the LGPD regarding data collection and processing.
8. As the sole data controller, the Contractor must ensure: (i) lawful processing purpose; (ii) lawful data origin; and (iii) compliance with lawful data processing bases, including obtaining consent where required.
9. The Contractor must inform data subjects about data processing activities and the involvement of Agidesk as a cloud data processor.
10. The Contractor is responsible for responding to data subject requests. Agidesk shall cooperate by providing information within its knowledge.

Section III. Agidesk Rights and Obligations

11. Agidesk may select the technical means it deems appropriate for contract execution and Platform availability.
12. All personal data processed are treated as confidential, and Agidesk ensures its employees and service providers comply with confidentiality obligations.
13. Agidesk shall cooperate with Contractors and the National Data Protection Authority in audits or investigations.

Section IV. Incident Notification and Resolution

14. In the event of a personal data incident, Agidesk shall notify the Contractor within 02 (two) business days.
15. Personal data security incidents include:
1. Government investigations or seizures of personal data;
2. Unauthorized or unlawful access, alteration, deletion, loss, or processing of personal data; and
3. Any security or confidentiality breach resulting in or potentially resulting in unauthorized access, disclosure, loss, or alteration of personal data.
16. In such events, Agidesk shall:
1. Promptly notify the Contractor; and
2. Cooperate with the Contractor and the National Data Protection Authority.
17. The Contractor must immediately notify Agidesk of any potential data security incident via dpo@atendimento.agidesk.com.br, providing all relevant information and evidence.

CLAUSE 16. INTELLECTUAL PROPERTY RIGHTS

1. The Platform developed by Agidesk is a registered product, including its trademark and system, both being the exclusive property of the Company, and all related content and materials are protected by intellectual property rights.
2. The Company exclusively owns all present and future intellectual property rights related to Agidesk services and functionalities.
3. Nothing in these Terms grants the Contractor the right to use Agidesk’s name, trademarks, logos, domain names, or other identifiers without prior written authorization.
4. Contractor and User feedback and suggestions may be used for innovation or improvements without conferring any rights to the Contractor or Users.

CLAUSE 17. CONFIDENTIALITY

1. The parties undertake to maintain confidentiality of all data and information obtained under this contract and shall not disclose them to third parties without express written authorization.

CLAUSE 18. AUTHORIZATION FOR USE OF IMAGE, LOGO, AND CORPORATE NAME

1. The Company is hereby authorized, free of charge and without compensation, to use the Contractor’s image, logo, and corporate name for advertising, promotional, and contractual purposes, exclusively on the Company’s media, during the term of this contract and for up to 2 (two) years after its termination.

CLAUSE 19. UPDATES TO THESE TERMS OF USE

1. The Company reserves the right to modify these Terms of Use at any time at its sole discretion. Amendments shall take effect upon publication of an updated version, subject to acceptance by Contractors and Users.
2. The most current version of these Terms of Use will be available on Agidesk’s official website. Users will be notified of material changes via Platform notices or email communication.

CLAUSE 20. GENERAL AND FINAL PROVISIONS

1. Any communication related to this document shall be sent to the Company through the contact channels available in the Software or, if unavailable, via contato@agidesk.com.br or financeiro@agidesk.com.br.
2. Rights arising from these Terms may not be assigned or transferred, in whole or in part, without prior written consent of the Company.
3. This document and any disputes arising from it shall be governed and interpreted in accordance with Brazilian law.
4. The courts of Porto Alegre, State of Rio Grande do Sul, shall have exclusive jurisdiction over any disputes arising from these Terms.
5. If any provision is deemed invalid or unenforceable, it shall be adapted to reflect the original intent of the parties to the extent permitted by law, without affecting the remaining provisions.
6. Contractors and Users acknowledge that they have read, understood, and agree to be bound by these Terms of Use.