GENERAL TERMS AND CONDITIONS OF USE AND CONTRACTING

1. Purpose and application

These Terms govern access to METADAX's websites, portals and applications and set out general rules for contracting services, software licensing, SaaS, development, hosting, consulting, marketing, advertising, content, education and other activities expressly described in the specific agreement.

Subject to availability, contracting and applicable qualifications, METADAX may carry out activities related to retail trade, books and publishing, custom software development, licensing of customizable and non-customizable software, information technology consulting, data processing, hosting, portals, content and information, advertising, sales promotion, advertising consulting, agency services, professional activities, management of intangible assets, collections and credit information, education, integrative practices and other activities consistent with its corporate purpose.

The fact that an activity appears in the company's registration does not mean that it is included in every engagement. Each service must be described in the applicable proposal, order, checkout, service order or contract.

When the client is an individual or uses the service as an end user, consumer protection rules may apply, including the Brazilian Consumer Protection Code and Decree No. 7,962/2013. When the client contracts for its business activity, B2B rights and obligations will be defined by these Terms and the specific agreement, without excluding mandatory rules.

2. Definitions

For the purposes of these Terms:

3. Acceptance and formation of the contract

The contract may be formed by a physical or electronic/online/digital signature, acceptance on a platform, order confirmation, payment, issuance of a service order or any other mechanism that demonstrates the parties' intent.

Before contracting, METADAX will provide sufficient information about the service, price, payment terms, timeline, scope, restrictions, cancellation and relevant limitations. In e-commerce, the Client must be able to identify and correct errors before completing the order, receive confirmation and access the agreement in a form that allows it to be stored and reproduced, in accordance with applicable law.

Merely browsing, viewing a page or using informational content does not constitute automatic acceptance of these Terms. Where there is contractual acceptance, the process will indicate the document, the version, the date and, when technically possible, the identity of the contracting party.

4. Applicable documents and order of precedence

The engagement will be governed by the following, in this order:

1. applicable mandatory law;

2. the contract or specific agreement signed by the parties;

3. the accepted proposal, service order or order;

4. specific rules for a campaign, program, loyalty scheme or promotion that are expressly incorporated;

5. the service level agreement or technical annex;

6. these Terms; and

7. sales materials, only when expressly incorporated into the specific agreement.

The METADAX Privacy, Cookies and Communications Notice prevails with regard to public information about the processing of personal data, without replacing specific processing, security or confidentiality clauses agreed in a contract.

No public document will be construed as a unilateral amendment to a specific contract already entered into. Contract amendments will depend on the mechanism set out in the contract and on applicable law.

5. General service catalog

METADAX may provide the following types of service, separately or together, provided they are described in the specific agreement.

METADAX does not promise that every type of service will be available, that any business result will be achieved or that the service replaces professional authorization, licenses, certification, registration, medical consultation, legal advice or any other legal requirement.

6. Registration, account and credentials

The Client must provide true, complete and up-to-date information. The representative who accepts an engagement declares that they have the authority to bind the named individual or legal entity, without prejudice to verification by METADAX.

Users must keep their credentials confidential, not share them beyond the contracted permissions and immediately report any loss, compromise or misuse. METADAX may suspend credentials in the event of a risk of fraud, a security breach, use incompatible with the service or an order from an authority.

The account is personal or linked to the named organization, depending on the service. The Client is responsible for the actions of its Users, without prejudice to the investigation of unauthorized access reported within a reasonable time.

7. Scope, deliverables and changes

METADAX will perform only the scope described in the specific agreement. Activities not described, new integrations, additional meetings, extra revisions, data migration, production of extraordinary content, non-contracted maintenance, after-hours support, media buying, third-party fees and third-party services may be charged separately when authorized in advance.

The schedule depends on the Client providing information, access, approvals, materials, content, credentials and decisions. Delays or omissions by the Client extend deadlines to the extent of the impact caused and may result in additional costs when provided for in the proposal.

Scope changes must be recorded in a change order, amendment, approval email or equivalent mechanism. Whenever possible, METADAX will report the impact on price, timeline, dependencies, security and intellectual property.

8. Marketing, advertising and sales promotion

When the service includes marketing, advertising or sales promotion, the specific agreement must state the objectives, channels, deliverables, metrics, media budget, approval responsibilities and restrictions.

METADAX may plan and run campaigns, but does not guarantee sales, leads, audience, ranking, return on investment, platform approval, reach, virality or any specific result, unless an express and objectively defined guarantee is set out in the contract.

The Client is responsible for the accuracy, legality and authorization to use the information, trademarks, images, testimonials, prices, claims, products, offers and data provided for the campaign. The Client must review and approve the material before publication when that step is included.

Media budgets, post boosting, hiring influencers, outsourced production, image purchases, tools and other external costs are not included in METADAX's price unless expressly provided. Advertising platform policies may limit or reject ads, and this does not constitute a failure by METADAX when the rejection does not result from its own negligence.

METADAX may refuse or suspend content that appears to be illegal, misleading, discriminatory, offensive, contrary to platform policy, in breach of third-party rights or incompatible with its reputation.

9. SaaS, software and licenses

9.1 Access to the SaaS

During the term and upon payment, METADAX grants the Client a limited, non-exclusive, non-transferable authorization, revocable under the terms of the contract, to access and use the SaaS in accordance with the documentation, the number of users, usage limits and the contracted purpose.

The Client may not copy, sell, sublicense, rent, make available, circumvent limits, disassemble, decompile, reverse engineer, extract source code, remove notices or exploit vulnerabilities, except where authorized by law or by METADAX.

METADAX may release fixes, improvements, updates and changes that do not substantially reduce the contracted functionality. Material changes will be communicated when necessary. Beta, free or experimental features may have different availability, support or continuity, if this is disclosed.

9.2 Usage limits

The Client is responsible for using the SaaS in accordance with the law, these Terms, the documentation and the contracted permissions. Using the service for fraud, unlawful spam, malware, intrusion, storage of illegal content, infringement of rights, processing without a legal basis, destructive testing or any activity that puts the infrastructure at risk is prohibited.

Limits on storage, users, requests, processing, integrations, support and retention will be those set out in the proposal or on the plan page. METADAX may apply proportionate technical limitations to preserve the security and quality of the service, notifying the Client when the measure is not an emergency.

9.3 Non-customizable and customizable software

Non-customizable software is provided with the standard features described in the documentation or the offer.

Customizable software may allow defined parameters, settings, themes, modules or integrations. No customization is owed unless expressly described.

Licenses for third-party components and open-source software remain subject to their respective terms. If there are attribution, notice or distribution obligations, the Client must comply with them.

10. Development of websites and custom solutions

10.1 Custom development

Custom development will be governed by a scope that describes the functional architecture, pages, integrations, technologies, deliverables, schedule, environments, acceptance criteria, responsibilities and intellectual property.

The Client must provide the necessary content, visual identity, data, access, texts, images, trademarks, domains, certificates and approvals. The Client warrants that it holds the rights and authorizations for the materials provided.

Once a deliverable is made available, the Client will have the period set out in the specific agreement to raise objective objections related to the acceptance criteria. If no period is set, it will have 10 calendar days. Objections unrelated to the scope or raised after the deadline may be treated as a change or maintenance, without prejudice to hidden defects and legally applicable rights.

10.2 Non-custom websites and templates

Websites based on a template, theme, model or standard configuration will be delivered with the features and limits of the contracted package. The Client acknowledges that elements, structures, components, code, themes, plugins and templates may be reused by METADAX or licensed from third parties, with no automatic transfer of ownership.

Domain, hosting, email, certificates, third-party tools, paid plugins, image libraries, maintenance and updates are included only if provided for. Publication will depend on the Client's approval and on the provision of content and access.

10.3 Maintenance and evolution

Fixes for errors related to the scope may be carried out during the contractual warranty period. New features, layout changes, content creation, plugin updates, migration, optimization, SEO, accessibility and ongoing maintenance are included only when provided for.

11. Data processing and security

Each party will comply with the applicable data protection laws. The METADAX Privacy, Cookies and Communications Notice describes its own processing activities. When METADAX processes data on the Client's behalf, the parties may enter into a Data Processing Agreement or use the data protection annex of the engagement.

The Client is responsible for defining the purpose, legal basis and processing instructions when acting as controller.

METADAX may refuse instructions that are clearly unlawful or incompatible with the security of the service.

The Client must not enter sensitive personal data, children's data, health data, credentials, secrets, financial information or other high-risk information into a service that is not expressly designed to handle it. If such data is necessary, it must be stated in the scope, assessed and protected by specific requirements.

The parties will report relevant security events in accordance with the contract, the Information Security, Incident and Vulnerability Management Policy and the law. The existence of a vulnerability does not automatically mean that a personal data incident has occurred.

12. Intellectual property and rights of use

Each party retains ownership of its materials, trademarks, methods, know-how, libraries, models, templates, tools, code, documents, databases, processes, content and assets that predate the engagement.

Unless otherwise provided, once full payment has been made the Client receives a non-exclusive license limited to using the Deliverables for its internal activities and for the contracted purpose. The license does not include internal tools, generic components, libraries, templates, methods, third-party code, fonts, image libraries or separately licensed assets.

Any assignment or broad license of economic rights over code, content, advertising creative, books, trademarks, artwork, websites or other Deliverables must be expressly defined in the specific agreement, with its scope, territory, term, types of use and remuneration. Contracting a service does not automatically imply a full assignment of copyright, trademarks or other intellectual property rights.

The Client authorizes METADAX to use the materials provided solely to perform the engagement. The Client is liable for claims arising from materials, data, trademarks, images or instructions it has provided without authorization.

METADAX may include technical credits or feature the project in its portfolio only if authorized in the specific agreement or by the Client's subsequent consent.

13. Content, information and results

Educational and informational content, books, reports, recommendations, advertising materials and information provided by METADAX serve the contracted or informational purpose and do not, in themselves, constitute legal, medical, psychological, accounting, financial or investment advice.

Health services, integrative practices, professional agency services and teaching may depend on professionals, establishments, professional councils, authorizations, consents, health requirements or industry regulations. The specific agreement will identify the technical lead or qualified provider when necessary. In general terms, METADAX shall not assume obligations reserved for regulated professionals without the appropriate qualifications and structure.

14. Scheduling, cancellation and no-shows

When the service depends on a reserved time slot, the Client may reschedule or cancel according to the deadline and channel stated before confirmation. The specific agreement may provide for charging for the booking, session or blocked hours when late cancellation or a no-show prevents use by another person, provided the rule is clear, proportionate and compatible with the legal relationship.

In consumer relationships, the Client retains the rights provided by law, including the right of withdrawal where applicable. In B2B relationships, the proposal may set a specific policy for bookings, team mobilization, travel, service windows and non-recoverable costs.

15. Price, billing and default

The price, currency, taxes, billing frequency, payment method, price adjustments, renewal and additional costs will be those stated in the offer or specific agreement. Third-party expenses, media, domains, hosting, platform fees and tools are not included unless expressly provided.

Late payment may subject the Client to monetary adjustment, interest and late-payment penalties set out in the specific agreement and permitted by law. For consumers, the late-payment penalty will observe the legally applicable limits. In B2B relationships, the parties may negotiate a compensatory penalty, without confusing its nature with default interest.

After notice and a reasonable period to cure, METADAX may suspend the service for non-payment, preserving data and information as contracted and without preventing legally guaranteed rights. Emergency suspension may occur when necessary to prevent fraud, intrusion, damage or risk to the infrastructure.

16. Cancellation, withdrawal and refunds

16.1 General rule

Cancellation will be processed according to the type of service, the stage of execution, the specific agreement, amounts paid, deliveries made, authorized costs, the reason for cancellation and applicable law.

16.2 Consumer relationships

For consumer contracts entered into away from business premises, including online, the consumer may exercise the right of withdrawal within the legal period of seven days, under Article 49 of the Consumer Protection Code. The right may be exercised by simple and effective means and will have the legal effects on the contract and any ancillary contracts.

Making digital content available, activating it or accessing it does not in itself eliminate legally guaranteed rights. Defects, faults, unavailability, discrepancies from the offer, performance failures or failure to provide information will be handled in accordance with the Consumer Protection Code and the specific agreement.

16.3 B2B relationships

In B2B contracts, the proposal may set out prior notice, payment for work performed, authorized expenses, non-recoverable costs, a reasonable compensatory penalty, transition, data export and termination of licenses. The clause will be interpreted in accordance with good faith, balance and the negotiation actually carried out.

16.4 Refunds

When a refund is due, METADAX will process it through the payment method and within the period stated, subject to the operational limitations of financial intermediaries. The Client must provide the information needed for processing, without this limiting any legal right already recognized.

17. Support, availability and SLA

Support channels, hours and levels will be stated in the proposal, plan or specific agreement. Response times, resolution times, availability, scheduled maintenance, service credits and the consequences of non-compliance are only enforceable when expressly set out in an SLA.

In the absence of a specific SLA, support will be provided during the hours and through the channel stated by METADAX, according to the nature of the service and operational priority. METADAX does not guarantee continuous availability of services that depend on the internet, power supply, domains, providers, platforms, app stores, APIs, databases or third-party services.

Support may require the Client to provide logs, steps to reproduce, temporary access, a test environment and sufficient information. METADAX will not be liable for delays caused by lack of cooperation, unauthorized changes, the Client's environment or third parties.

18. Prohibited conduct

The Client and Users may not:

1. use the services for any illegal, fraudulent, misleading or discriminatory purpose;

2. infringe intellectual property, privacy, image or personality rights;

3. introduce malware, destructive code or content intended to disrupt the service;

4. attempt to access an account, system, data or environment without authorization;

5. perform security testing outside the reporting program or without express authorization;

6. send unlawful spam, abusive messages or campaigns without a legal basis;

7. use the services for humiliating debt collection, threats or harassment;

8. carry out health, education or agency activities without meeting the applicable requirements;

9. resell or sublicense the service without authorization; or

10. circumvent technical, plan, user, request or storage limits.

19. Suspension and termination

METADAX may suspend or terminate access in the event of uncured non-payment, material breach, security risk, legal order, fraud, illegal use, discontinuation of the service or any other cause set out in the specific agreement.

Whenever possible, METADAX will communicate the cause and offer an opportunity to remedy it. Emergency suspension may occur without prior notice when the risk of delay is significant.

On termination, the parties will fulfill the obligations relating to payment, confidentiality, intellectual property, data protection, auditing, transition, liability and dispute resolution that by their nature must survive. Client Data will be exported, returned, deleted or retained in accordance with the contract, the Privacy Notice, the controller's instructions and legal obligations.

In the event of suspension or termination, the provision of services, data, access and infrastructure will cease for as long as the suspension/termination lasts. Payments/charges will also cease for the same period.

20. Confidentiality

Each party will protect non-public information received from the other and use it only to perform or manage the relationship. This obligation does not apply to information that is public without breach, already legitimately known, received from an authorized third party, independently developed or required by an authority.

A party required to disclose information by law or court order must, where permitted, notify the other party and limit disclosure to what is necessary. The confidentiality obligation will remain in force for five years after termination, or longer when the information is a trade secret, personal data, a credential or information subject to a legal duty.

21. Limitation of liability in B2B contracts

This section does not limit consumer rights or any liability that the law does not allow to be limited.

In B2B relationships and to the extent permitted by law, METADAX will not be liable for indirect damages, lost profits, loss of revenue, loss of opportunity, reputational damage or loss of data that could have been avoided had the Client complied with its backup obligations.

METADAX's total aggregate liability for direct damages arising from the specific agreement will be limited to the total amount paid or payable by the Client under that agreement; in ongoing contracts, it will be limited to the amount of monthly fees actually paid in the six months prior to the event.

The limit does not apply, or will be replaced by a specific limit in the contract, in cases of willful misconduct, fraud, personal injury, intentional breach of confidentiality, infringement of intellectual property, unlawful processing of personal data, METADAX's payment obligations or situations in which limitation is prohibited.

The cap will be interpreted together with the price, scope, SLA, risk level, cooperation obligations and contracted safeguards. METADAX's share capital does not, in itself, constitute the basis for the limit.

22. Force majeure and third parties

Neither party will be liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, widespread internet outages, acts of authorities, war, epidemics, general strikes, systemic provider failures, sophisticated external attacks, power outages or equivalent events, provided it takes reasonable mitigation measures.

METADAX may use subcontractors and providers to perform the service, remaining responsible for the obligations assumed in the specific agreement, without prejudice to the division of controller and processor responsibilities set out in the engagement.

23. Communications and customer service

Contractual communications will be made through the email addresses, systems or addresses stated in the proposal, registration, contract or service order. The Client must keep its details up to date.

Questions, complaints, cancellations and requests must be sent to the channels stated on the website or in the specific agreement. For privacy and data subject rights, see the Privacy Notice.

24. Changes to the Terms

METADAX may update these Terms to reflect legal, operational or service changes. The version in force will be available on the website with its update date. Changes that materially affect a contract already entered into will not be applied retroactively without a contractual basis or consent where necessary.

Continued use after public rules are updated may constitute acceptance only when there is an appropriate mechanism, prior notice and a legally valid option not to continue. Merely browsing does not constitute acceptance of a material contractual change.

25. General provisions

If any provision is held invalid, the remaining provisions will remain in force and the clause will be adjusted to the minimum extent necessary to preserve its lawful purpose.

Failure to exercise a right does not constitute a waiver. The contractual relationship does not create a partnership, agency, mandate, employment relationship or exclusivity, unless expressly provided.

Assignment of the contractual position will depend on the conditions of the specific agreement. METADAX may assign rights and obligations in a corporate transaction or reorganization, preserving the Client's legal and contractual guarantees.

26. Jurisdiction and dispute resolution

The parties will seek to resolve questions and complaints through customer service and good-faith negotiation.

The courts of the District of Belo Horizonte, Minas Gerais, are chosen as the venue, unless a different venue is set out in the specific agreement, to the exclusion of any other, however privileged, to the extent permitted by law.

In consumer relationships or adhesion contracts subject to protective rules, the rules on jurisdiction and the consumer's right to access the legally competent court, including that of their domicile where applicable, will be respected.

No provision will be construed as excluding Brazilian jurisdiction or limiting access to the courts.

27. References

1. Law No. 8,078/1990 — Brazilian Consumer Protection Code.

2. Decree No. 7,962/2013 — e-commerce contracting.

3. Law No. 13,709/2018 — Brazilian General Data Protection Law (LGPD).

4. Law No. 12,965/2014 — Brazilian Internet Civil Framework (Marco Civil da Internet).