Terms and Conditions of Use of the CITTUA Platform
This document contains the Terms and Conditions of Use of the CITTUA platform.
Before accessing and using the Platform, please ensure that you understand all the conditions established herein.
Any questions should be addressed by contacting the CITTUA team in advance.
After reading, understanding, and agreeing to the entire content of these Terms and Conditions of Use, you may adhere to them.
If you do not agree with these Terms and Conditions of Use, you must immediately discontinue use of the Platform.
Use of the Platform implies full, unrestricted, and unreserved acceptance of all the terms and conditions set forth in this document, including any revisions or publication of new versions.

Software Subscription & Services Agreement
By this private contract instrument (“Agreement”), in accordance with the law, in agreement with all the following clauses, the parties are hereby:
a) Cittua Tecnologia, Consultoria e Treinamento LTDA, a company registered with the CNPJ (Brazilian Corporate Taxpayer Registry) under No. 49.168.242/0001-88, with registered office at Avenida Presidente Vargas, 3131, Cidade Nova, Rio de Janeiro/RJ, Zip Code 20210-030, hereinafter referred to as “CITTUA”;
b) CLIENT, identified in accordance with the electronic registration completed on the website app.cittua.com, hereinafter referred to as “CUSTOMER.”
CITTUA and CLIENT are referred to, individually and interchangeably, as “Party” and, collectively, as “Parties.”
For good and valuable consideration, the parties agree as follows:

1. Definitions
Definitions. The following capitalized terms will be used in this instrument with the meaning detailed below:
– “CUSTOMER” means the CUSTOMER described above or any of its Affiliates.
– “CUSTOMER Data” means all electronic data or information submitted by the CUSTOMER.
– “Malicious Code” means viruses, viruses classified as “worms,” ​​time bombs, Trojan horses, and other codes, files, scripts, agents, or programs that are harmful or malicious.
– “Platform,” “SaaS,” or “System” means the products and platform requested by the CLIENT and made available by CITTUA through the CLIENT’s access via the link app.cittua.com and/or other email addresses determined by CITTUA.
– “Users” means individuals authorized by the CLIENT to use the platform, those who have requested access to the platform through user account registration, and those who receive a username and password from the CLIENT (or from CITTUA at the CLIENT’s request).
Users may include, but are not limited to, the CLIENT’s employees, consultants, contractors, and agents, as well as third parties with whom the CLIENT may contract.
– “Breach” means a security breach that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to Personal Data and/or Sensitive Personal Data transmitted, stored, or otherwise processed.
– “Artificial Intelligence (AI)” means an AI system is a machine-based system designed to operate with varying levels of autonomy and that can exhibit adaptability after deployment and that, for explicit or implicit purposes, infers from the inputs it receives how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.

2. User Registration
2.1. Registration Information. To use the features made available by the Platform, the Customer must provide specific information about themselves and/or the individual or legal entity they represent.
By adhering to these Terms of Use, the Customer represents and warrants that they have provided and will always provide CITTUA with accurate, up-to-date, and truthful information.
The Customer acknowledges that the use of false, outdated, invalid, discriminatory, or incorrect data, or data belonging to third parties, may result in the early termination of these Terms of Use, preventing them from using the Platform, without prejudice to the Customer’s civil and criminal liability, as well as the payment of compensation for losses and damages suffered by CITTUA.

2.1.1. Updating Registration Information. The Customer undertakes to promptly respond to any requests regarding registration updates, under penalty of suspension or cancellation of their registration, without such suspension or cancellation giving the Customer any right to compensation or reimbursement.

2.1.2. Blocking of Access Due to Inconsistencies in Registration Information. The Customer acknowledges and agrees that in the event that (a) CITTUA discovers the existence of incorrect, untrue, outdated, or inaccurate registration information, and/or (b) the Customer fails to provide information and/or documents eventually requested by CITTUA, CITTUA may, at its sole discretion, block the Customer’s registration for an indefinite period.

As a result of the blocking of the registration, the Customer will be temporarily prevented from accessing and using the Platform’s features, without any liability being attributed to CITTUA.

2.2. Absence of impediments to adhering to these Terms of Use.
By adhering to these Terms of Use, the CLIENT declares that they have no impediments, nor do they have any contract or relationship of any nature with third parties, nor any decision or restriction imposed by a government or judicial authority that in any way prevents them from adhering to these Terms of Use.
The CLIENT declares that they have the legal capacity to contract with the Platform.
If the CLIENT contracts on behalf of an individual or legal entity for which they do not have the capacity to represent, the CLIENT will be personally liable for the obligations of this instrument, including payment for services.

2.3. Confidentiality of Platform Access Credentials. The CLIENT is responsible for maintaining the confidentiality of their Platform access credentials (username, password, etc.).
If third parties access the Platform due to the CLIENT’s negligence regarding their Platform access data, CITTUA is exempt from any liability related to the privacy and security of the CLIENT’s information and files.

2.3.1. Responsibility for profiles/accounts created by the User for use of the Platform.
The CLIENT may create different profiles on the Platform so that its employees can use the Platform, with these profiles having access to different features depending on the settings chosen by the CLIENT. The CLIENT will be solely and exclusively responsible for all activity performed on the Platform through the use of the profiles it created, and must inform, guide, and ensure that its employees comply with all rules set forth in these Terms of Use.

2.4. Communication with the Customer. The Customer represents that the email, telephone, and physical address provided to CITTUA through the Platform are equally effective, valid, and sufficient means of receiving communications related to their account, as well as information regarding cancellation or suspension of use of the Platform.

The Customer also acknowledges and authorizes the use of the Platform’s home page as an effective, valid, and sufficient means of communicating matters related to the contract, including any price adjustments or changes to features and storage limits.

3. Platform and Responsibilities
3.1. Prohibited Conduct When Using the Platform. The CLIENT undertakes to use the Platform in good faith and without the intent to commit any unlawful acts or cause harm to third parties.
Without prejudice to or limitation of the other obligations and restrictions set forth in these Terms of Use and applicable legislation, the CLIENT undertakes not to engage in, and not to ensure that any authorized persons who have access to the Platform do not engage in, any of the following conduct:
(a) distribute, reproduce, modify, sell, rent, or in any way economically exploit the Platform, its data, information, source code, trademarks, related copyrights, or any other content published by CITTUA, except with CITTUA’s prior written authorization;
(b) create any derivative works or translations of the Platform;
(c) decipher, decode, disassemble, reverse engineer, or attempt to derive any source code, underlying ideas, or algorithms related to the Platform;
(d) investigate or test the vulnerability of any system or network related to the Platform;
(e) access, tamper with, or use non-public areas of the Platform or any shared areas for which the Customer is not authorized to access;
(f) cause damage, interfere with, or disrupt other Customers and/or hosting servers or networks;
(g) corrupt, damage, limit, or interfere with the proper and normal functioning of software, hardware, tools, or equipment related to the Platform;
(h) obtain unauthorized access to systems, information, passwords, or other data of CITTUA and/or any Users or third parties;
(i) interfere with the normal operation of the Platform, including by sending or transmitting any malicious file containing viruses, worms, Trojan horses, or any other type of programming or command that may contaminate, destroy, or interfere with the proper functioning of the Platform;
(j) violate or circumvent CITTUA’s security and/or authentication measures to restrict or prevent access to tools, accounts, systems, and networks related to the Platform;
(k) use the contracted services to violate Brazilian law, to cause harm to third parties, or to store documents related to civil or criminal offenses.
(1) use the Platform to promote and produce any type of illegal content, such as discriminatory content, false information, threatening content, defamatory content, obscene content, content related to illegal drugs, or other content that is offensive or illegal.
(m) produce or transmit any content that infringes any patent, industrial design, trademark, software, or copyright of any person or entity.
(n) use the AI ​​functionality to create, disseminate, or reinforce discrimination, prejudice, or abusive practices based on race, color, religion, national origin, gender, sexual orientation, age, or any other factor protected by law;
(o) use the AI ​​functionality to alter, distort, or manipulate data or information in a way that could deceive third parties or cause harm to individuals or organizations;
(p) use the AI ​​functionality to carry out or assist in illegal activities, such as fraud, money laundering, espionage, hacking, or copyright infringement;
(q) modify, disable, interfere with, or attempt to circumvent any security feature or mechanism of the AI ​​functionality or the Platform;

4. Access to the Platform. The Platform is made available through the worldwide web, and the CLIENT is solely responsible for the device used to access it, as well as their own internet connection, including their access provider, modem, and other intermediaries involved in the CLIENT’s private connection.
CITTUA has no obligations regarding the CLIENT’s private devices and connections.
The CLIENT undertakes not to access the Platform through an indirect connection to CITTUA’s servers, and may not use proxy or virtual private network (VPN) technologies or any other technology that prevents CITTUA from fully understanding the IP (Internet Protocol) number used in the connection, or that displays an IP number different from that of the computer from which the access originated. Under penalty of cancellation of the Plan purchased for violating CITTUA’s server security rules.

4.1. The CLIENT is responsible for accessing the Platform only on secure and private computers, free of viruses and other malicious software, exempting CITTUA from any damages or compensation.

4.1.1. The CLIENT must maintain the confidentiality of their account information and not make their password or any authentication mechanism available, disclosed, or shared with third parties.

If the CLIENT suspects that the confidentiality of their password has been compromised, they must change or update it as soon as possible.

4.1.2. The CLIENT is solely responsible for all activities occurring under their account and undertakes to immediately inform CITTUA of any unauthorized use or suspected unauthorized use of their account or any other breach of security.

4.1.3. The User acknowledges that all access and operations performed after authenticating to the Platform are interpreted as being their unquestionable responsibility.

4.1.4. Each individual must register only once, and access, viewing, and use of the Platform must be personal and non-transferable.

4.1.5. CITTUA shall not be liable for any damages resulting from unauthorized access or misuse of the User’s account.

4.1.6. The User acknowledges and agrees that they may be subject to restrictions on the use of the platform, as determined by management.
Such restrictions will be communicated to the user through the platform, depending on their use.

4.2. SaaS: CITTUA shall make the platform available under the terms of this Agreement during each contract period.
The CLIENT agrees that the contract for the platform does not include or guarantee future functionalities or features of the platform, regardless of oral or written notices issued by CITTUA.

4.3. Registration of additional User Accounts/Profiles on the platform: Unless otherwise provided, (i) SaaS Services purchased as an “additional user account/profile” may not be accessed by more users than specified; (ii) Additional user accounts/profiles may be contracted during the term of the Software Use Licensing Agreement, calculated proportionally to the remaining term; (iii) the registration of additional user accounts/profiles will be valid until the expiration date of the pre-existing main registration; (iv) the CLIENT may purchase the additional user account/profile directly through the System or by request to CITTUA, which is authorized to charge for the addition of this new User Account/Profile upon its release; and (v) In any case of contracting additional user accounts/profiles, the formalization of an addendum to this agreement is waived. The registration of the additional user Account/profile “X” will be exclusively intended for the designated user “X” and may not be used by more than one User; however, it may be designated for a new, distinct User, replacing the previous “X” who no longer needs to use the platform.

4.4. CITTUA’s Responsibilities: shall: (i) provide the CLIENT with platform support at no additional cost; (ii) provide the SaaS Services and AI functionality in accordance with applicable laws and regulations.

4.5. CITTUA has no control over the content created by artificial intelligence, and is not liable for any errors or resulting damages, such as financial losses or penalties of any nature.
It is the User’s responsibility to verify the accuracy of the information and content created.

4.5.1. All information is entered by the User on the Platform; therefore, CITTUA has no influence over the accuracy of this information.
Therefore, the User guarantees and is responsible, in any case, for the veracity and accuracy of the data provided and the documents shared.

4.5.2. Any and all actions performed by the User on the Platform are their sole and complete responsibility, and they must hold CITTUA harmless from any claims, losses, and damages caused to them and/or third parties as a result of such actions.

4.5.3. CITTUA takes all measures within its power to maintain the confidentiality, integrity, and security of any Information provided by the User or related to them on the Platform.

4.6. Protection of Personal Data: The Parties declare that they will process personal data in accordance with the General Data Protection Law (Law 13.709/18) and other laws applicable to the Parties’ activities related to data protection and privacy, and ensure that their employees, agents, and subcontractors do the same.
The Parties guarantee that all personal data shared under this Agreement was obtained lawfully in accordance with the requirements of the General Data Protection Law (Law 13.709/18) and that they have the right to process and share it with the other Party.
For more information, please visit our Privacy Policy (available at https://www.cittua.com/politica-de-privacidade), which is an integral part of this instrument.

4.6.1. It is the User’s sole responsibility to enter truthful, accurate, and up-to-date personal data and, if applicable, with the necessary authorizations, authorizing CITTUA to process such data for purposes that comply with the legal bases set forth in articles 7 and 11 of the LGPD, in particular for the execution of the contract, compliance with a legal obligation, regular exercise of a right, or when justified by the legitimate interest of the controller or third parties.

4.6.2. In order to guarantee the User’s privacy and the security of their Information, CITTUA undertakes to regularly reevaluate its Information Security Policy and adapt it as necessary, in addition to using encryption to ensure the security of the User’s data.

4.6.3. The User agrees not to circumvent, deactivate, or in any way interfere with tools and/or resources related to the platform’s security, under penalty of civil and criminal liability for such acts.

4.7. CUSTOMER Responsibilities. The CUSTOMER shall: (i) be responsible for Users’ compliance with this instrument; (ii) be responsible for the accuracy, quality, and legality of their data, as well as the legality of the manner in which such data was acquired and processed, including when transferred to CITTUA; (iii) use reasonable commercial efforts to prevent unauthorized access/use of the platform and notify CITTUA immediately in the event of any unauthorized use; and (iv) use the platform exclusively in accordance with applicable laws and regulations;

4.7.1. The User is solely and exclusively responsible for: (i) Any and all taxes, fees, or duties arising from their activity. (ii) Any damages caused to third parties, even if they have used CITTUA’s services, which has no control over the content submitted and produced. (iii) The User declares that they represent and warrant that any processing of Personal Data arising from any documents or content uploaded to the Platform will not violate any applicable law or regulation and that such content will not violate, and that they will not upload, transmit, or contribute anything that: (i) Contains defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable material; (ii) Promotes sexually explicit pornographic material, violence, or discrimination based on race, sex, religion, national origin, disability, sexual orientation, or age; (iii) Infringes any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any person or entity; (iv) Discloses another person’s confidential or private information or violates the legal rights (including rights of publicity and privacy) of others or contains any material that could give rise to civil or criminal liability under applicable laws or regulations, or that may be in conflict with these Terms and our Privacy Notice; and (v) Promotes any illegal activity, advocates, promotes, or assists any illegal act;

4.8. THE CLIENT shall not: (i) make the platform available to third parties other than Users; (ii) sell, resell, rent or lease the platform; (iii) use the platform to store or transmit harmful, defamatory or otherwise unlawful or dishonest materials, or store or transmit materials that violate the privacy rights of any third party; (iv) use the platform to transmit malicious code; (v) interfere with or disrupt the integrity or performance of the platform or third party data contained therein; (vi) endeavor to obtain unauthorized access to the platform or its respective systems and networks; and (vii) use the AI ​​functionality and the Platform for purposes other than those provided for in this Agreement or applicable law.

5. Platform Availability and Maintenance
5.1. Platform Availability Time. CITTUA will make its best efforts to ensure that the Platform operates continuously and that the system is available 24x7x365 (24 hours a day, 7 days a week, 365 days a year) for at least 90% (ninety percent) of the operating time each month.

5.1.1. Interruptions that do not affect the Platform’s availability time.
Periods of operation affected by scheduled maintenance, preventive maintenance, power outages, interruptions or suspensions of telecommunications services, transmission system failures, system updates, natural disasters, communication system and internet access failures, invasive cyberattacks, or any third-party events beyond its control and responsibility, or unforeseeable circumstances and force majeure, will be excluded from the operational time and will not give rise to any liability or obligation to compensate.

In the event of urgent maintenance, CITTUA will make its best efforts to notify Customers of the possible suspension or interruption of services with reasonable advance notice so as not to disrupt the Customer’s activities.

5.2. Technical Support. CITTUA will provide Users with technical support related to Platform failures and malfunctions, but will not be responsible for the individual operation of the Customer’s devices.

5.3. Suspension of Platform Use. CITTUA reserves the right to suspend the Customer’s access to the Platform without prior notice if misuse is detected, caused by a volume significantly above average or operations considered inappropriate for the proper use and security of the Platform.

5.4. Discontinuation of the Platform. CITTUA may suspend, interrupt or discontinue the Platform, at any time, at its discretion and as it sees fit, even outside the circumstances provided for in these Terms of Use, by giving Customers reasonable prior notice, without this constituting any type of liability for CITTUA.

6. Intellectual Property
6.1. No Transfer of Intellectual Property Rights. The CLIENT acknowledges and agrees that these Terms of Use and the use of the Platform do not grant them any rights, including, but not limited to, copyrights and/or industrial property rights over the Platform and/or any functionality or service made available through the Platform, as well as over any and all materials and content of any nature concerning and/or related to the Platform or CITTUA, its business partners and subcontractors, including trademarks, distinctive signs, logos, images, sounds, photographs, documents, texts, or any other elements made available on the Platform.
The CLIENT further acknowledges and agrees that they are prohibited from using or permitting third parties to use such materials, content, and any copyrights and/or industrial property rights owned by CITTUA or any third party that has licensed such rights to CITTUA, without the prior and express authorization of the respective owner. Consequently, the CLIENT declares that he/she is aware that the improper use and total or partial reproduction of the aforementioned contents and tools are prohibited, except with prior and express authorization from the respective owner.

6.2. Authorization for temporary use. The Customer understands and accepts that authorization to use the Platform and its features and tools cannot be understood as a transfer or assignment of CITTUA’s rights to the Customer, but only as authorization for temporary use of the Platform, as well as its features and tools.

6.3. Absence of interference with the Platform’s operation. The Customer is prohibited from using any devices, software, and/or any other resources that may interfere with the Platform’s activities and/or operations. Any interference, attempted interference, or any other conduct that violates or contravenes current copyright and/or industrial property rules and/or the prohibitions contained in these Terms of Use may result in the termination of these Terms of Use, suspension of the Customer’s registration for an indefinite period or even its cancellation, without prejudice to the Customer’s civil and criminal liability, as well as the payment of compensation for any losses and damages that may be incurred, in addition to the non-refund of any amounts already paid.

6.4. Responsibility for information and content inserted into the Platform. The Customer is responsible for all information sent by itself or through its collaborators and representatives to CITTUA’s servers through access and use of the Platform, as well as for any content inserted into the Platform, and is fully and unlimitedly liable for any legal violations of third-party rights, including intellectual property rights.

7. Indemnity and Limitation of Liability
7.1. Indemnity. CLIENTS undertake to indemnify and hold CITTUA, its partners, administrators, employees, and contractors harmless from any expenses, losses, damages, claims, and/or demands incurred or suffered in connection with or resulting from any breach of these Terms of Use by the CLIENT, its partners, administrators, and/or employees.

Any amounts owed to CLIENTS by CITTUA may be retained and offset against debts arising from judgments, legal costs and expenses, and attorney’s fees.

7.1.1. Under no circumstances shall CITTUA, its directors or employees be liable for any direct or indirect, special, incidental or consequential damages, losses or expenses arising from the connection with this Platform, the AI ​​functionality or use on its part or inability to use it by any party, or in relation to any failure of performance, error, omission, interruption, defect or delay in operation or transmission, computer virus or failure of the line or system and its related algorithms, even if CITTUA or its representatives are advised of the possibility of such damages, losses or expenses.

7.1.2. Without prejudice to other provisions of the Terms and Conditions of Use, CITTUA is not responsible for: (i) The improper use of the information, content, instruments and materials made available and/or the equipment used by this Platform and its AI functionality, for any purposes, created by the User, and the User is solely responsible for any damage to their own rights or the rights of third parties, whether or not caused by such improper use. (ii) Any problems, bugs, glitches or malfunctions that occur on their devices and equipment. (iii) Any direct or indirect damage caused by third-party events, for example, but not limited to, hacker attacks, system, server or internet connection failures, including software actions that may, in any way, damage their physical or logical assets due to access, use or navigation on the Platform, as well as the transfer of data, files, images, texts, audio or videos contained on the Platform; and (iv) By the User browsing any external links made available on the Platform, it is their duty to read the Terms and Conditions of Use and the Privacy Notice of the resource accessed.

7.2. Protection of Confidential Information. The Receiving Party shall use the same level of care it uses to protect its own confidential information, such as (which in no event shall be less than reasonable care) (i) not using any confidential information of the Disclosing Party for any purpose outside the scope of this Agreement; (ii) unless expressly authorized by the Disclosing Party in writing, limit access to the Disclosing Party’s Confidential Information to its employees and affiliates, contractors, and agents who require such access to perform the purpose of this Agreement and who have entered into confidentiality agreements with the Receiving Party that contain provisions no less stringent than those contained in this instrument.

Neither party shall disclose the terms of this Agreement to any third party other than its affiliates, legal advisors, and accountants without the prior and express consent of the other.

7.3. Limitation of CITTUA’s Liability. Users acknowledge and accept that CITTUA is not and will not be responsible for: (a) any improper access, suspicious activity in the Customer’s account, or for any consequences and damages arising from the Customer’s failure to maintain the confidentiality of the password and/or the lack or delay in communicating to CITTUA regarding any improper access or unauthorized use of the Customer’s password by third parties; (b) any acts or facts arising from force majeure or unforeseeable circumstances, including, but not limited to, those cases in which the fulfillment of obligations set forth herein becomes unfeasible as a direct or indirect consequence of the suspension of third-party services (such as electricity, telephone or internet), fire, storm, law, regulation, strikes, pandemics, insurrection or riot, war, or any other cause that is unavoidable or beyond CITTUA’s reasonable control; (c) for any damage suffered by the CLIENT due to the unilateral removal of any data and information that he/she entered into the Platform, the cancellation of his/her registration, as well as the preservation or provision of information about him/her, including that relating to his/her identification, location and connection and/or access records to the Platform, provided that it is in compliance with these Terms of Use, the Privacy Policy and/or judicial or administrative orders; (d) for any modification, suspension, interruption or discontinuation of the Platform; (e) for any representation or warranty, express or implied or made through negotiations with the CLIENTS, including, but not limited to: (i) the implied warranty of fitness for a particular purpose or non-infringement of third party rights; and (ii) any warranty regarding the quality, accuracy, effectiveness, timeliness or completeness of the services offered through the Platform, or that the CLIENT’s access to or use of the Platform’s services will be error-free, virus-free, fault-free, uninterrupted or will meet all of the CLIENT’s requirements; (f) for erroneous and/or late payments and/or receipts made or received by the Client in relation to suppliers, customers, employees, agents, or any other person. It is the Client’s responsibility to verify the amounts indicated by the Platform, including commissions, and to verify and confirm the correct amounts and perform periodic checks on the calculations and entries reported by the system to verify their accuracy.
Payments and receipts made by the Client without proper verification will not be the responsibility of CITTUA; (g) for any losses resulting from lost profits, moral damages, damage to image, loss of commercial opportunity, and breach of expectations; (h) for any act, fact, or event that does not require the CLIENT to make an effective disbursement of funds.

7.4. It is the Customer’s sole responsibility to verify, update, and adapt the system, using the necessary parameters, for their industry and company size.

7.4.1. Maximum Compensation Limit: In cases where CITTUA is found liable for damages demonstrably caused by the Platform, the compensation due to the Customer will be limited to the amount corresponding to the value of 3 (three) monthly payments of the Plan purchased by the Customer at the time of the violation or 10% of the total purchase price.

If the Customer does not agree to this limitation, they must immediately discontinue use of the Platform.

8. Price and Payment
8.1. Compensation. The CLIENT shall not be required to provide any monetary consideration.

8.1.1. In the event of a future contract or agreement regarding the need for monetary consideration, the CLIENT shall pay: all amounts specified in any document related to this agreement, as well as all additional user accounts/profiles requested or purchased directly through the System, considering and not limited to (i) the compensation is based on the SaaS Products purchased pro rata and not on their actual usage; (ii) the amounts paid are non-refundable; and (iii) the number of User accounts/profiles may not be reduced during the subscription/term period agreed upon in the agreement. The calculation for payment of accounts/profiles is based on monthly periods, beginning on the date of contract and billed on the same day of the following months. Therefore, payment for adding User accounts/profiles during the monthly period will be calculated at the full monthly value, as well as for subsequent monthly periods remaining in the contract term.

8.2. Billing and Payment. Remuneration will be invoiced in advance or as provided in the contract or other agreement.
Unless otherwise specified, the net due date will be no more than 3 days from the invoice date.
The CLIENT is responsible for providing accurate and complete billing and contact information and notifying CITTUA of any changes to such information.

8.3. Late Payment. Late payment of any obligation under these Terms of Use will subject any unpaid amounts due to interest at the rate of 1% per month, a 2% penalty, and positive monetary correction according to the IPCA/IBGE index or any other index that may replace it, if terminated, applied pro rata dies from the date of default until the actual payment of said amounts.

Furthermore, CITTUA reserves the right to cancel or interrupt access to the Platform for the CLIENT in default, without prior notice. Any tolerance by CITTUA in relation to the defaulting CLIENT does not remove or limit CITTUA’s right to suspend and cancel the CLIENT’s access to the Platform at any time.

8.4. Price Adjustment Due to Tax Changes. If new taxes are created or the calculation and/or collection conditions of existing taxes are changed, impacting the current remuneration amounts, this impact will be passed on to the CLIENT, added to the charges, prices, plans, or services previously contracted, which will be preceded by prior notice of the adjustment.

8.5. In the case of individual packages based on dollars and imports, there is no guarantee that the price will be maintained when purchasing additional packages.

8.6. Pass-through of Charges. The CLIENT acknowledges that CITTUA is authorized by Meta to make its products available through the Platform’s features, and that CITTUA establishes, at its sole discretion, the policies for using the products, prices charged, product continuity and discontinuation, among other things. Therefore, in the event of any changes, including, but not limited to, the price charged, CITTUA will immediately pass on the changes to the CLIENT, regardless of the contracted frequency.

9. Term and Termination
9.1. Term. These Terms of Use come into effect on the date they are accepted by the Customer and remain in effect for the duration of the contract or until replaced by a new standard document, which will become effective upon the Customer’s next payment.

9.2. The account/user profile purchased, as well as any additional accounts/profiles purchased subsequently, will begin on the specified activation date and will remain in effect for the term specified therein, being automatically renewed for the same period or another period that meets the interests of the Parties.

9.3. If the Customer wishes to terminate the contract, they may request cancellation of their subscription at any time and will continue to have access to the CITTUA service until the end of the billing period.

To the extent permitted by applicable law, payments are non-refundable, and CITTUA will not generate credits for unused contract periods. To request cancellation, the CUSTOMER must access their CITTUA settings screen, click on the “Request Cancellation” or “Cancel Subscription” option, and follow the cancellation instructions.
If the CUSTOMER cancels their subscription, their account will be automatically closed at the end of the current billing period.

9.3.1. The contractor may terminate this agreement at any time within the term, provided that the contracting party is notified (as per clause 2.4) at least 30 (thirty) days in advance, thereby terminating this agreement by operation of law upon the expiration of the term.

9.4. The unit price may be updated according to the correction rate applied in the price list, if available, at the next scheduled renewal.

9.5. Cause for Termination. The Parties may terminate this Agreement for just cause (i) in the event of any substantial default not remedied within 40 (forty) days, by email notification, or (ii) if bankruptcy, insolvency, intervention, or liquidation is filed, or if the agreement is assigned for the benefit of creditors.

9.6. Survival. In any event of termination of these Terms of Use, CITTUA’s obligations regarding intellectual property protection, indemnity and limitation of liability, confidentiality, and the obligation to compensate for any losses and damages arising from noncompliance with this instrument or applicable legislation will continue to apply. These obligations will survive the applicable prescriptive and/or statute of limitations periods, or, if last, until the claim in question is satisfied.

9.7. Return of CUSTOMER Data. Upon request by the CUSTOMER, within 25 days from the date of termination or expiration of the Agreement, CITTUA must provide the CUSTOMER with a Data file. After the 25-day period, CITTUA will be released from any obligation to maintain or provide any CUSTOMER Data.

10. Service Administration and Statement of Responsibility
10.1. The password that allows access to the content and administration (programming and changes) of the contracted service will be chosen and registered by the CLIENT, without any participation from CITTUA, and it is the CLIENT’s sole responsibility to define the security policy.

10.1.1. At the CLIENT’s option, they may register, from the initial contracting stage, a secondary email address to receive the administration password, under the terms above, which may be used in the event of a problem or interruption to the primary email address.

Because of this possibility, it is understood that the “email address for sending the email service administration password” will be both the primary address and the secondary address, if the latter is registered by the CLIENT.

10.1.2. Only the “email” address registered by the CLIENT will receive the administration password and any replacements or changes.

10.1.3. Possession of the password will grant the holder not only broad authority to administer the service but also broad authority to electronically change the password itself.

10.1.4. The CLIENT is solely responsible for granting access to the password to anyone, as CITTUA has no control over the provision and use of the password initially provided.

10.2. In the event of a request to change the email address for sending the password, CITTUA will only comply with the request upon the requester’s submission of documents proving their legitimacy to process the request.

After submission of the appropriate documents, CITTUA will send the new password to the email address indicated in the change request.

10.2.1. In the event of a dispute over ownership of the service administration password, access to the password will be blocked until the parties reach a written agreement and notify CITTUA thereof.

10.2.2. A dispute over possession of the administration password justifying its blocking is characterized by the sending of more than two replacement requests made by legitimate persons, in addition to any other that is expressly stated by any of the legitimate persons to request such replacement.

11. Confidentiality
11.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information provided by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is marked as confidential, or that could reasonably be understood as confidential due to its nature and the circumstances of its disclosure.
CUSTOMER Confidential Information shall include CUSTOMER data; CITTUA Confidential Information shall include the SaaS Platform and AI functionality; and each party’s Confidential Information shall include the terms and conditions of this agreement, including business and marketing plans, technical and technology information, product designs and design, as well as business procedures, disclosed by the Disclosing Party.
However, Confidential Information (other than CUSTOMER data) shall not include any information that (i) is or becomes public knowledge without breach of any obligation to the Disclosing Party, (ii) is known to the Receiving Party prior to its disclosure by the Disclosing Party, without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any duty to the Disclosing Party, or (iv) is independently developed by the Receiving Party.

11.2. Protection of Confidential Information. The Receiving Party shall use the same level of care it uses to protect its own confidential information, such as, unless expressly authorized by the Disclosing Party in writing, limiting access to the Disclosing Party’s Confidential Information to its employees and affiliates, contractors, and agents who require such access to perform the purpose of this Agreement and who have entered into confidentiality agreements with the Receiving Party that contain provisions no less stringent than those contained in this instrument.
Neither party shall disclose the terms to any third party other than its affiliates, legal advisors, and accountants without the prior and express consent of the other.

11.3. Compulsory Disclosure. The Receiving Party may disclose the Disclosing Party’s Confidential Information if legally compelled to do so.

If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information due to legal proceedings to which the Disclosing Party is a party, and the Disclosing Party does not contest the disclosure, the Receiving Party will reimburse the Receiving Party for its reasonable costs incurred in compiling and providing secure access to such information in compliance with the court order.

12. General Provisions
12.1. Violation of the Terms of Use or current legislation. In the event of non-compliance by the Customer with any provision of these Terms of Use or current legislation, CITTUA may, regardless of any warning, notification or any other formality, immediately, temporarily or permanently interrupt, suspend or cancel the Customer’s account and access to the Platform, without prejudice to any other rights granted to CITTUA by law, the Terms of Use and/or the Privacy Policy, and nothing may be claimed or charged from CITTUA in this regard.

12.2. Independence of the Parties. These Terms of Use do not establish any form of association, franchise, partnership, consortium, joint venture, mandate, employment relationship, corporate relationship, or solidarity, nor do they grant the parties authorization to perform any acts, represent, contract, or assume obligations on behalf of the other party.

12.3. Assignment. The CLIENT may not assign or transfer to third parties, for any reason, in whole or in part, the rights and obligations arising from or related to these Terms of Use, except with the express and prior written authorization of CITTUA.
The CLIENT may assign this Agreement in its entirety, by virtue of a merger, acquisition, corporate reorganization, or sale of all or a substantial portion of its assets, provided that it does not involve a direct competitor of CITTUA and provided that supporting documentation is submitted to CITTUA and CITTUA’s subsequent express acceptance.
CITTUA, in turn, is authorized to assign or transfer to third parties rights and obligations arising from or related to these Terms of Use without the need for prior consent from the CLIENT.
The appropriate remedy in the event of a breach by either party of this clause shall be, at the discretion of the non-breaching party, termination of this agreement, upon prior notice to the breaching party.

12.4. Revisions or Updates. CITTUA may amend these Terms of Use at any time.
It is hereby established that new versions of the Terms of Use will come into effect on the date of their publication, and the Customer may only continue to use the Platform if they expressly agree or disagree with said changes.

If the Customer does not agree with said new version, they may terminate their registration on the Platform.

In this case, the contractual relationship will cease to exist, at the Customer’s sole discretion.

Use of the Platform after being notified of changes to the Terms of Use will be deemed acceptance by the Customer of the new version of the Terms of Use.

12.5. Entire Agreement. These Terms of Use supersede, replace, and prevail over any prior agreement or contract, written or oral, entered into by the parties regarding the matters covered herein.

12.6. Successors. These Terms of Use bind the CLIENT and CITTUA, as well as their successors in any capacity, to their faithful compliance, irrevocably and irreversibly.

12.7. Requirement for express and written waiver and principle of preservation. CITTUA and the CLIENTS expressly represent and agree that: (i) the failure to exercise or delay in exercising any right granted to them by this instrument or by law will not constitute novation or waiver of such right, nor will it prejudice the eventual exercise thereof; (ii) the waiver of any of these rights will only be valid if formalized in writing (including electronically), if and when such waiver is not prohibited by law; and (iii) the nullity or invalidity of any of the clauses of this instrument will not affect the validity and effectiveness of the remaining clauses.
If any of the clauses of this instrument is declared null and void, voidable, or ineffective,

12.8. Titles. The titles of the clauses or chapters of these Terms of Use are merely illustrative and have been inserted to facilitate User understanding.

12.9. Taxes. Unless expressly provided otherwise, taxes due directly or indirectly as a result of the execution of these Terms of Use and the use of the Platform, whether existing or created in the future, as well as their respective increases, changes in the calculation basis and/or assessment period, adjustments, late payment charges, and/or additional tax obligations, constitute the responsibility of the respective taxpayer, as defined in current legislation.

12.10. Anti-Corruption. The CLIENT declares that no bribes, kickbacks, payments, gifts, or valuables have been given or offered to them by CITTUA employees or agents in connection with this Agreement.

If the CLIENT becomes aware of any violation of this restriction, they must use reasonable efforts to immediately notify CITTUA’s Legal Department.

12.11. Jurisdiction. In the event of disputes or disagreements regarding these Terms of Use, the jurisdiction of the District of Rio de Janeiro, State of Rio de Janeiro, is elected to resolve any doubts or controversies, to the exclusion of any other, however privileged it may be or may become.

This Term will be considered concluded and binding between the Parties at the time the CLIENT completes his/her registration and the procedure provided for on the website app.cittua.com, or upon physical or electronic signature of the contract, whichever occurs first, and it is understood that, by doing so, the CLIENT declares to have read and understood all the terms and conditions of this Contract, which is why it is recommended that the CLIENT prints a copy of this document for future reference.