Terms and Conditions of Use

This is a courtesy translation. The original is in Portuguese (read the Portuguese version) and prevails in case of any discrepancy.

1. Definitions

• Account: the CUSTOMER’s registration on the Popconvert platform.
• Content: information, data and materials sent, created or processed by the user.
• Tag Requests: technical requests used to measure and bill the use of the service. In the platform they appear as pageviews.
• Services: the Popconvert SaaS platform and all of its components and integrations.
• CUSTOMER (“CONTRATANTE”): the individual or legal entity that uses the Popconvert services.
• PROVIDER (“CONTRATADA”): Popconvert LTDA, CNPJ 46.963.610/0001-91, headquartered at Av. Paulista, 2.064 — 14º andar, Bela Vista, São Paulo/SP, CEP 01310-200.

2. Acceptance of the Terms

By registering, accessing or using the Services, the CUSTOMER declares to have read, understood and fully accepted these Terms and Conditions, being over 18 years of age or having full legal capacity to enter into them. If the contract is made on behalf of a legal entity, the CUSTOMER declares to have legal capacity to represent it.

3. Purpose and Services

Popconvert grants the CUSTOMER a limited, non-exclusive and non-transferable license to use its Direct Marketing and Digital Loyalty SaaS platform, which allows:

• Creation, management and analysis of pop-up, loyalty and lead capture campaigns
• Collection and processing of visitor and lead data, as authorized by the CUSTOMER
• Integrations with third-party tools (CRMs and e-commerce platforms)

The services are provided exclusively in a digital environment and can be accessed globally. The CUSTOMER is solely responsible for the installation, maintenance and updating of the hardware, software, network and internet access necessary to use the platform.

The PROVIDER may add or remove features to improve the system. When adding new features, it may adjust the price of the service, always upon prior notice.

The platform is intended exclusively for business activities. The PROVIDER is not responsible for the commercial profitability of the platform or for its suitability for a given business or purpose, and the CUSTOMER’s decisions should not be based exclusively on it.

4. Registration, Plans and Payment

The CUSTOMER is responsible for keeping the Account information valid and up to date and for selecting the plan proportional to its usage, according to the current price table.

• Payment is made by credit card or digital methods
• Charges are recurring, monthly or annual, with automatic renewal
• Default automatically suspends the service, without the need for prior notice
• The CUSTOMER is prohibited from withholding payments due, for any reason

4.1. Late payment

Overdue amounts are subject to monetary adjustment by the positive variation of the IPCA/IBGE (Brazil’s official consumer price index), interest of 1% per month (pro rata die) from the due date until payment, and a late-payment penalty of 2%.

4.2. Pageview limit and usage-based renewal

Each plan includes a monthly volume of pageviews. When this limit is reached, the CUSTOMER’s campaign is not interrupted: the same plan is renewed automatically, a new charge of the same amount is posted to the registered card and a new package of pageviews is released immediately.

• Usage-based renewal occurs whenever the limit is reached, as many times as this happens within the month
• Monitoring usage is the CUSTOMER’s responsibility, and the balance can be checked at any time in the dashboard
• There is no refund of usage-based renewals already charged
• Pageviews expire at the end of the cycle and do not accumulate
• To avoid successive renewals, the CUSTOMER may move at any time to the plan proportional to its volume

4.3. Free trial

New accounts have access to a trial period that ends after 7 (seven) days or upon reaching 5,000 pageviews, whichever occurs first.

Pageview consumption is counted from the installation of the tag on the CUSTOMER’s website, whether or not there is an active campaign. Once either limit is reached, and unless the CUSTOMER cancels beforehand in the platform, the plan selected at registration starts being charged automatically to the card provided. There is no refund after the trial ends.

4.4. Plan change

The CUSTOMER may change its plan at any time through the platform. An upgrade takes effect immediately; a downgrade takes effect in the following billing cycle.

4.5. Enterprise

Enterprise plans are governed by a customized commercial contract.

5. Term, Cancellation and Reactivation

5.1. Term of these Terms

These Terms take effect on the date access to the platform is granted and remain valid for as long as the CUSTOMER’s account exists, for an indefinite period, regardless of whether or not there is an active subscription at a given moment.

The term of these Terms is not the same as the term of the subscription. Cancelling a subscription ends billing, but does not end the contractual relationship nor require a new acceptance for the CUSTOMER to use the platform again.

5.2. Cancelling the subscription

• The CUSTOMER may cancel the subscription at any time, on its own, using the cancellation button available on the platform’s subscriptions page
• There is no fine, penalty or need for prior notice
• Once the cancellation takes effect, the next charge is no longer made and the CUSTOMER continues to use the pageviews already contracted normally until they expire
• There is no refund of amounts already paid
• If preferred, the CUSTOMER may also request cancellation by email to hi@popconvert.com

5.3. Reactivation

After a cancellation, the CUSTOMER may contract a plan again whenever it wishes, through the platform itself, without the need to sign a new contract, go through a new approval or recreate the account. Reactivation is governed by the version of these Terms and the price table in force on the date it occurs.

While there is no active subscription, the account remains accessible, but campaigns are inactive and there is no pageview consumption.

These Terms may be terminated without prior notice in the following cases:

• Breach of their clauses and conditions
• Filing for judicial reorganization (“recuperação judicial”) or bankruptcy by either party
• Default for a period longer than 40 days, when the services are fully and permanently discontinued

6. Popconvert’s Obligations

• Keep the services available, except for unavailability caused by fortuitous events or force majeure, government actions, natural disasters, civil conflicts, acts of terrorism, strikes or internet provider failures
• Provide remote technical support, upon requests made through the platform
• Adopt the physical, electronic and management measures reasonably expected to safeguard the security of the platform

In cases where support needs to intervene, the CUSTOMER agrees that the PROVIDER may internally access its account and registered data to resolve technical or financial issues.

7. Customer’s Obligations

The CUSTOMER undertakes to:

• Use the service in compliance with all applicable legislation in force
• Not engage in unlawful practices, such as spam, phishing, fraud, improper data collection or illegal raffles
• Not publish content that is offensive, defamatory, discriminatory or that violates the rights of third parties
• Comply with the applicable advertising and civil liability rules
• Be fully responsible for the acts of users and third parties it authorizes to access the platform

Non-compliance authorizes the PROVIDER, without the need for prior notice, to suspend or terminate the account for an indefinite period.

8. Data Protection

The parties declare that they observe the Federal Constitution, the Civil Code, the Marco Civil da Internet (Brazil’s Internet Civil Rights Framework, Law No. 12,965/2014) and its regulatory decree (Decree 8,771/2016), the LGPD (Brazil’s General Data Protection Law, Law No. 13,709/2018) and the European GDPR.

• The CUSTOMER is the Controller of the personal data captured in its campaigns
• Popconvert acts as the Processor, processing data only to perform the contract
• The CUSTOMER must appoint a Data Protection Officer (DPO) responsible for communication with the ANPD (Brazil’s National Data Protection Authority)
• In the event of a data breach, Popconvert will notify the CUSTOMER within a reasonable period
• The CUSTOMER is responsible for deleting, anonymizing or handling lead data in accordance with its own privacy policy
• At the end of the contract, the data may be deleted or returned, except where there is a legal need for retention

The details are in the Privacy Policy.

9. Intellectual Property

All technical content, software, trademark, layout, design and source code of the platform are the exclusive property of the PROVIDER. The CUSTOMER is expressly prohibited from:

• Using the platform for a purpose other than the one specifically authorized
• Modifying, reproducing, commercializing, sublicensing, assigning, renting, distributing or transferring it to third parties, even free of charge
• Reverse engineering, decompiling, recompiling or creating derivative works
• Accessing the platform or its source code in an unauthorized manner
• Inserting malicious or unauthorized executable code
• Using or modifying the platform for criminal or unlawful purposes

10. Limitation of Liability

Popconvert is not liable for losses and damages arising from:

• Customization or integration of the platform with third-party software and databases
• Interruptions caused by the CUSTOMER or a third party
• Access, interception, deletion or manipulation of files by unauthorized third parties, in an environment external to Popconvert
• Indirect damages, loss of profits or loss of data

Any liability of the PROVIDER is limited, in any event, to the amount paid by the CUSTOMER in the 12 months prior to the event that gave rise to the liability.

11. Indemnification

The CUSTOMER agrees to indemnify Popconvert for any damage, loss or expense arising from misuse of the platform or from violation of the law or of these Terms.

12. Confidentiality

Both parties undertake to keep absolute secrecy about the technical, commercial and strategic information accessed during the contractual relationship, for the term of the contract and for 2 years after its end, for any reason. The duty of confidentiality extends to legal representatives, officers, employees, agents and consultants.

Confidential information may only be disclosed as required by law, court order or request from a regulatory authority, and only to the extent required.

13. Compliance and anti-corruption

The parties declare that they know and fully comply with the applicable anti-corruption legislation, including Law No. 12,846/2013 and, where applicable, the OAS Convention, the United Nations Convention against Corruption and the OECD Convention, refraining from any illegal payment, bribery or undue advantage.

14. General provisions

• Subcontracting: the PROVIDER may subcontract technical services, infrastructure and support, retaining full responsibility for performance
• Assignment: the CUSTOMER may not assign rights or obligations without express authorization
• Notices: may be given by email. The PROVIDER’s address is hi@popconvert.com; the CUSTOMER’s is the one shown in its account
• Changes: the PROVIDER may change these Terms at any time by publishing the updated version on the platform. If the CUSTOMER disagrees, it may object within 10 days; silence after that period constitutes acceptance
• Employment relationship: the relationship between the parties is strictly civil, with no employment relationship whatsoever

The parties declare that they do not exploit any form of degrading labor or labor analogous to slavery, respecting the Universal Declaration of Human Rights and ILO Conventions Nos. 29 and 105, and that they do not use discriminatory practices in access to or maintenance of the employment relationship.

15. Jurisdiction and final provisions

These Terms are governed by the law of the Federative Republic of Brazil. The courts of the Judicial District (“Comarca”) of São Paulo/SP, Brazil are elected to settle any dispute, with express waiver of any other, however privileged.

This document supersedes all prior understandings and constitutes the entire agreement between the parties, taking effect upon completion of registration on the Popconvert platform.