TERMS OF USE AND CONDITIONS OF ARQSIGN SERVICES Last Updated on 08/2023. These Terms and Conditions of Arquivar Services govern the access and use of the Arquivar websites and services ("ArqSign,", “Arquivar”, "we," or "us") (collectively, the "Site") by the site visitors ("Site Visitors") and individuals or entities acquiring services ("ArqSign Services") or creating an account ("Account") and their Authorized Users (collectively, "Customers"). When using the Site or any ArqSign Services, you, as a Site Visitor or Customer, accept these Terms (either for yourself or on behalf of a legal entity you represent). An "Authorized User" of a Customer is any individual, whether an employee, business partner, contractor, or agent of a Customer, registered or authorized by the Customer to use the ArqSign Services in accordance with these Terms, up to the maximum number of users or uses specified at the time of purchase. Customers and Site Visitors may be referred to as "you" and "your" in these Terms, as applicable. If you are a Customer and you or your organization is bound by a Service Agreement or Software Licensing Agreement with ArqSign ("External Agreements"), then these Terms will apply, if applicable, only to the use of the Site or any ArqSign Services to the extent that such use is not already governed by the External Agreement. For the avoidance of doubt, all references to the "Site" in these Terms also include the ArqSign Services. BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE THE USE OF THE SITE IMMEDIATELY. YOU ALSO AGREE TO THE TERMS DESCRIBED IN OUR PRIVACY POLICY, AVAILABLE ON OUR SITE. 1.This Site and its functions are presented to you in a usable state and may be continually improved and updated without any form of express or implied statement or warranty, including but not limited to warranties of merchantability or fitness for a particular purpose. Under no circumstances shall ArqSign be liable for any direct or indirect, special, incidental, or consequential loss or damage from any party, nor for any performance failure, error, omission, interruption, defect, or delay in operation or transmission, computer viruses, even if ArqSign and its affiliates are notified of the possibility of such damages, losses, or charges. 2.ArqSign may change the Site, the information contained therein, software, documents, publications, prices, technical specifications, services, and any other information and materials on the Site at any time without previous notice. 3.The Site shall not be used for illegal or prohibited purposes by these Terms of Use. You shall not take any action that may damage, disable, overload, or otherwise impair any ArqSign server or network connected to any ArqSign server or interfere with the use of any other part of this Site. You shall not attempt to use password hacking or any other means to gain unauthorized access to services, materials, other accounts, computer systems, or networks connected to any ArqSign server or site. 4.The Site contains materials that are protected by copyright laws, provisions of international treaties, trademarks, service marks, and other intellectual property laws and treaties. The trademarks, logos, taglines, and service marks displayed on the Site (collectively, the "Trademarks") are registered or unregistered trademarks of ArqSign. Trademarks may not be generically used in advertisements or advertising or otherwise to indicate sponsorship or affiliation of ArqSign with any product, service, event, or organization without the prior express written permission of ArqSign. 5.If you violate any provisions of the Terms of Use, you shall indemnify ArqSign and any third party harmed for all losses and damages caused by such violations, including moral damages, expenses, or other charges, including but not limited to attorney's fees and court costs arising from the mentioned violation. 6.The tolerance of any eventual breach of any conditions of these Terms of Use shall not constitute waiver or novation, nor prevent ArqSign from demanding these conditions at any time. 7.These Terms of Use shall be interpreted according to U.S. law, in the English language, and the venue of Belo Horizonte/MG – Brazil shall be elected to resolve any dispute, unless the applicable law specifically reserves another personal, territorial, or functional competence. 8.If you use ArqSign, you agree to the provisions of the ArqSign Terms of Use and Conditions below. ARQSIGN TERMS OF USE AND CONDITIONS ADDENDUM ArqSign is a comprehensive electronic signature platform fully compliant with the law, with international legal validity and document management functionalities. This Terms of Use and Conditions ("Terms") aims to regulate access and use of the services provided by the ArqSign platform ("Services"). Acceptance of these Terms is indispensable for using the Platform and enjoying the Services. Thus, the contracting party of the Services ("Customer") must fully read these Terms and is conditioned to freely, expressly, and informedly agree to all provisions contained herein. If the User does not agree with any of the provisions described in this document, they must refuse it, ceasing to use the Service and the Platform. FIRST CLAUSE – OBJECT 1.1. Object. The object of this Term consists of the terms and conditions that govern the provision of Services by ArqSign. These are services that, depending on the chosen Subscription Plan and the level of access, may include support; administrative and user management; authentication by access code; document storage and management; flow monitoring; audit trail; control of the document life cycle; and document signing with certificate. SECOND CLAUSE – SUBSCRIPTION PLANS 2.1. Subscription Plan. The Services provided on the Platform will depend on the service plan ("Subscription Plan") chosen by the Customer, namely, the professional plan, the corporate plan, or the tailor-made plan. 2.2. Automatic Renewal. Unless otherwise indicated, ArqSign Subscription Plans will be automatically renewed. If you subscribe to a Subscription Plan, you agree to pay the then-applicable fees associated with the Subscription Plan, and additionally, you agree and acknowledge that it will be automatically renewed unless, before the end of the initially contracted period through the Subscription Plan: (a) you set up your account not to automatically renew or contact us via email at contact@arqsign.com; (b) ArqSign refuses to renew your Subscription Plan; or (c) these Terms are duly terminated otherwise, as per the provisions of this instrument. The Subscription Plan will be automatically renewed monthly or annually, depending on the method chosen by you ("Renewal Term"). 2.2.1. Promotional codes can only be used during the first year of the subscription period. If you use a promotional code to subscribe to a Subscription Plan, you will need to pay the full annual fee whenever you renew your Subscription Plan. If your subscription plan is terminated for any reason and you acquire another subscription plan, you will not be eligible to use the promotional code. 2.3. Changes to the Subscription Plan. We reserve the right to modify, terminate, or otherwise change the fees and features associated with your Subscription Plan. We may also recommend that you subscribe to a new Subscription Plan equivalent to your expiring Subscription Plan. We will notify you at least thirty (30) days before we change the current fees and charges or add new ones. If we notify you at least 30 (thirty) days in advance, your continued use of the ArqSign service after the completion of the change will constitute your acceptance of the change. If you do not wish to continue subscribing with new fees or features, you can cancel the renewal of your subscription plan as described in Clause Eleventh. If you accept the new subscription plan, your Terms and Conditions and these Terms will apply during and after the renewal. 2.4. Subscription Plan Conditions. The choice of a Subscription Plan guarantees a limited, non-exclusive, and personal license to access and browse the Platform only for the purposes expressly provided in this Term. Any illegal practices are prohibited for the purposes of this Term. 2.4.1. In the case of ANNUAL PLAN, the Customer can only cancel the subscription by paying a penalty corresponding to 10% (ten percent) of the remaining plan value. 2.5. Promotional Offers. If you register for a promotional offer or another limited offer for the use of the ArqSign platform, additional terms and conditions may be presented to you during registration for the validation of the respective offer, and such terms and conditions are incorporated into these Terms by reference, being legally binding. 2.5.1. ArqSign reserves the right to reduce the duration of the promotional offer period or to terminate it without prior notice. 2.6. Sublicensing. The licenses for the Unlimited plan, Professional plan, and Corporate plans are not sublicensable. Sublicensing conditions for the Tailor-Made plan should be consulted at the time of purchase. THIRD CLAUSE – CONDITIONS OF USE AND ACCESS 3.1. Legal Age. The Customer declares and warrants to be over 18 (eighteen) years old, be an emancipated minor, or have legal authorization from legally responsible parties, and be fully capable of consenting to the terms, conditions, and obligations described in this Term, obeying them, and fulfilling them. 3.1.1. Parental Responsibility. Parents, guardians, or legal representatives assume full responsibility when accessing, navigating, or contracting the Services made available on the Platform by a Customer who is under 18 (eighteen) years old and is not emancipated or does not have the necessary legal authorization. 3.2. Login and Password. After registering on the Platform, a login and password will be provided for access and use of the Services. The login and password are personal and non-transferable, and ArqSign will not be responsible for any damage resulting from the misuse of your account in the event of eventual provision or leakage due to the Customer's responsibility and/or fault. 3.3. Duty of Information. The Customer must immediately notify ArqSign of any strange or unauthorized use of their account. The User will be solely and exclusively responsible for operations carried out in their account, considering its personal and non-transferable nature. FOURTH CLAUSE – ADDITIONAL CREDITS 4.1. Covered Features. The customer can use the features listed below by purchasing additional credits through the Platform: a) sending a document for signature via the WhatsApp messaging app; b) sending an authentication code via the WhatsApp messaging app; and c) sending an authentication code via SMS. 4.2. Minimum Value for Purchase of Additional Credits. The minimum value allowed for the purchase of additional credits is $10.00 (ten dollars). 4.3. Validity of Additional Credits. Additional credits are valid for 6 (six) months from the date of payment by the Customer. After this period, the credits will expire, and the Customer will not be entitled to any kind of compensation or reward for acquired and unused credits. 4.4. Rules for Using Additional Credits. The use of additional credits will follow the following rules: a) sending a document for signature via WhatsApp: 1 (one) document send from the Subscription Plan will be discounted, 1 (one) WhatsApp credit will be deducted per send for each signer, and another for sending the signed document at the end of the workflow, also per signer; b) sending a document for signature via WhatsApp and authentication code via SMS: 1 (one) document send from the Subscription Plan will be discounted, 1 (one) WhatsApp credit will be deducted per send for each signer, and another for sending the signed document at the end of the workflow, also per signer, plus 1 (one) SMS credit for each verification code sent; c) sending a document for signature via WhatsApp and authentication code via email: only 1 (one) document send from the Subscription Plan will be discounted, 1 (one) WhatsApp credit will be deducted per send for each signer, and another for sending the signed document at the end of the flow, also per signer. d) sending a document for signature via SMS is not possible; e) signing documents sent for signature via WhatsApp using a digital certificate is not possible; f) if the signer requests a resend of the security code, a credit for this resend will be deducted. Therefore, when setting up the sending of the security code via WhatsApp or SMS, the Customer must pay attention to the selection of the field: "Allow this recipient to request a resend of the security code"; g) when sending a document for signature via WhatsApp, the Platform will deduct 2 (two) WhatsApp credits. If the document is canceled, credits may be refunded according to the scenarios described below: I. in flows without a defined signing order, when the signer refuses to sign, ArqSign will refund the credit for that send; II. in flows with a defined signing order, when one of the signers does not receive the document for signature, ArqSign will refund the credits for the unsent signing request and the completion of the flow. FIFTH CLAUSE – PRICE 5.1. Prices. As consideration for the Services and resources made available on the Platform to the Customer, the amount to be paid will depend on the chosen Subscription Plan. 5.2. Price Changes. Any changes made to the price of the Subscription Plan contracted by the Customer will be communicated to them in advance. Thus, the Customer must agree to the changes made for the Services to continue to be provided. 5.3. Recurring Charges. By subscribing to a Subscription Plan, the Customer authorizes ArqSign or third parties contracted to collect the contracted Services, whose payment will be made by automatic debit from the account on the credit card provided. 5.4. Additional Credits. The acquisition of Additional Credits by the Customer will observe the following prices: a) Additional Credit for sending a document or authentication code via WhatsApp – $0.45 (forty-five cents); b) Additional Credit for sending an authentication code via SMS – $0.25 (twenty-five cents). Quality Standard. ARQSIGN commits to maintaining the provision of Services in accordance with the best market practices concerning content, quality, security, accuracy, and legality. CLAUSE SIX – PLATFORM USAGE 6.1. Quality Standard. ARQSIGN undertakes to maintain the provision of services in accordance with the best national market standards for content, quality, security, accuracy, and legality. 6.2. Availability. The Platform and the services provided by ARQSIGN will be available 24 (twenty-four) hours a day, 7 (seven) days a week, except for regular maintenance, which will be informed via email. 6.3. Prohibitions. The Client is prohibited from: a) Providing access to their Platform account to any third party without express authorization; b) Selling, distributing, sublicensing, renting, leasing, lending, disposing, assigning, or transferring their Platform password and/or any other rights related to it, unless expressly provided in these Terms; c) Using the Platform to promote illegal acts and/or violate federal, state, or municipal regulations; d) Infringing on third-party rights, including but not limited to privacy rights, publicity rights, copyrights, trademarks, patents, trade secrets, ownership rights, or intellectual property rights; e) Engaging in any act through the Platform that constitutes defamation, slander, libel, provocation with a racist, discriminatory, or xenophobic character, or advocacy of war crimes or crimes against humanity. CLAUSE SEVENTH – WARRANTIES AND RESPONSIBILITIES 7.1. ARQSIGN's Scope of Operation Limitations. The Client is aware that the documents processed are included in the Platform after completion by users, meaning they cannot be altered afterward on the Platform. Therefore, ARQSIGN is not responsible for the content being enforceable against third parties, having probative value, being free of errors, mistakes, or inaccuracies. 7.2. Acts and Events Beyond ARQSIGN's Control. ARQSIGN cannot be held responsible for: a) Interruption of the Client's telecommunication and internet services, essential for Platform access; b) Any failure or omission resulting in the inability of a party to sign any document electronically; and c) Any transmission of viruses, malware, programs, or codes between the documents uploaded to the Platform that may damage data, information, or the operation of electronic devices. 7.3. Legal Responsibility. The Client agrees that ARQSIGN has no control over the documents processed on the Platform and, therefore, will be solely responsible for any breach of its obligations under this Agreement, as well as for any violation of the law and any consequences arising from such events, including potential civil, criminal, administrative, and/or labor liability. 7.4. Expenses Arising from Irregular Conduct. The Client shall bear all judicial and extrajudicial expenses arising from the willful improper use of the Platform, which subverts or in any way harms the provision of services by ARQSIGN. 7.5. Judicial and Extrajudicial Disputes. ARQSIGN shall have no obligation to represent or support the Client in any dispute arising from one or more documents signed on the Platform, whether in court or out of court. 7.6. Business Losses. The Client agrees and declares that under no circumstances shall ARQSIGN be liable for any indirect damages and/or incidents in the Client's business relationships, nor for any loss of opportunity and/or business interruption, loss of commercial information, loss of profits, unless duly proven that ARQSIGN acted with intent or negligence in failing to comply with the provisions of this Agreement. 7.7. Document Storage. ARQSIGN is not responsible for the storage of documents and/or any content submitted, shared, signed, or transacted through our service. The Platform is merely a facilitator for electronic signatures and/or digital transactions. After the transaction or signature processing, it is the user's sole responsibility to ensure that all important documents, content, and/or data are saved and/or stored in a secure and trustworthy location. CLAUSE EIGHTH – INTELLECTUAL PROPERTY 8.1. Intellectual Property. During the term of this Agreement, the Client may use the software and other features and utilities offered by the Platform. However, the assets and rights comprising the business model, trade secrets, patents, designs, trademarks, database rights, copyrights, techniques, methodologies, strategies, and know-how (any knowledge or development process related to them) of the Platform are solely and exclusively owned by ARQSIGN. It is understood that at no time shall there be a transfer of intellectual property and/or copyright to the Client. 8.2. Restrictions on the Use of Software and Platform. The software and Platform provided by ARQSIGN for the provision of services are the result of ARQSIGN's work and third-party suppliers, and are therefore protected by copyright. Reproduction, sale, distribution, sublicensing, rental, leasing, loan, donation, provision, assignment, or any other form of total or partial transfer of the rights concerning them is expressly prohibited, subjecting the Client to civil and/or criminal liability. 8.3. Documents Inserted in the Platform. By inserting, sharing, uploading, sending, or otherwise processing documents and content protected by intellectual property and copyrights in the Platform, the Client grants ARQSIGN a non-exclusive, non-transferable, royalty-free license to host them on the Platform and share them with individuals specifically authorized by the Client. CLAUSE NINTH – AVAILABLE DOCUMENTS 9.1. Authentication and Archiving of Information. The Client authorizes ARQSIGN to permanently keep in its records the information regarding the authentication of document signatures, including, but not limited to, name, email, IP address, date, and time of events, in its record repository. 9.2. Document Signature. Due to the nature of the services provided by ARQSIGN under this Agreement, whenever the Client signs a document, they declare that: a) They have reviewed all its terms and, as necessary, consulted experts to address any doubts, and b) They were fully capable of reflecting their negotiating will at the time of signing. 9.3. Prior Control and Screening. ARQSIGN does not perform any kind of prior control or screening of the content of the documents inserted by the Client into the Platform. Thus, it has no control or any kind of interference over the quality, security, legality, accuracy, or truthfulness of the information contained in the respective documents. CLAUSE TENTH – DATA PROTECTION 10.1. Compatible Devices. The Client is aware of the use of their personal data and agrees to the use of this information for Platform use on all compatible devices (computers, smartphones, tablets, and similar) strictly necessary for the fulfillment of this Agreement. 10.2. Improper Treatment of Personal Data. The Client shall hold ARQSIGN harmless from any conviction, indemnity, fines imposed by competent bodies, as well as any other related penalties eventually imposed on ARQSIGN for acts committed by the Client regarding the improper treatment of personal data. 10.3. Necessary Information. When the Client registers and uses the Platform, only the information necessary for the identification of natural and/or legal persons contracting, as well as for the authentication of natural persons signing, is requested. These enable contact and identification of the Client. 10.4. Privacy Policy. The Client agrees that, in the scope of the services associated with the Platform, the processing of personal data by ARQSIGN is governed by the guidelines of the Privacy Policy. 10.5. Responsibility for Improper Use of Data. The Client hereby unequivocally acknowledges that it is solely responsible for the use of data obtained through the use of the Platform, and the use of such information for purposes other than those related to the object of this Agreement and other unlawful purposes is prohibited. In no event shall ARQSIGN be held liable for the misuse by the Client and/or third parties regarding data from documents stored and/or shared on the Platform. CLAUSE ELEVENTH – TERM AND TERMINATION 11.1. Effectiveness. This Agreement shall enter into force on the date of its acceptance and shall remain in force indefinitely. CLAUSE TWELFTH – TERMINATION 12.1. Termination by ARQSIGN. Regardless of prior notice, ARQSIGN has the right to terminate this Agreement and/or suspend the Client's access to the Platform in case of misuse. 12.2. Termination by the Client. At any time, the Client, at their sole discretion, may terminate this Agreement, conditioned to the completion of the Services already paid for in the corresponding period, subject to the conditions provided for in Clause Second of this Agreement. 12.3. Cancellation. To cancel the subscription, the Client must send an email to contact@arqsign.com or cancel the subscription throught the ArqSign platform.