Atlas Governance Terms and Conditions of Use

Welcome to the ATLAS Platform. These General Terms and Conditions of Use (hereinafter "Terms" or "TCU") govern access to and use of the corporate governance digital solutions and related services provided by ATLAS Governance International S.A. (hereinafter collectively referred to as "ATLAS").

By accessing, registering for, or using any feature of the Platform, the End User and the Licensed Company declare that they have read, understood and fully agreed to these Terms, as well as the Privacy Policy available at https://atlasgov.com/politica-de-privacidade, which forms an integral and inseparable part of this instrument.

If the End User does not agree with any provision of these Terms, they must refrain from accessing or using the Platform.

By accepting these Terms, the End User declares to be at least 18 (eighteen) years of age and to have full legal capacity to register and use the Services.

KEY DEFINITIONS

For the correct interpretation of these Terms, the expressions below, regardless of whether they are written in uppercase or lowercase, singular or plural, with or without bold, shall have the following meanings:

1. GENERAL CONDITIONS

1.1. Purpose and Scope

ATLAS operates globally through its international entity ATLAS Governance International S.A., and the provision of Services, billing and other contractual aspects may vary depending on the applicable jurisdiction and the contracting model adopted.

These Terms bind all products, services and information made available by ATLAS on its Platform. If the End User or the Licensed Company has entered into a specific contract with ATLAS, the provisions of that contract shall prevail over these Terms in the event of conflict.

1.2. Acceptance

Access to the Platform implies automatic and unrestricted acceptance of these Terms. These Terms constitute a binding agreement entered into electronically, with full legal validity under applicable laws governing electronic contracts. End Users who do not agree with any provision must immediately cease use of the Platform and request the closure of their account.

These Terms are intended exclusively for contracting by legal entities in the scope of their business activities.

1.2.1. The electronic acceptance of these Terms, performed at the time of registration or upon first access to each feature that requires it (opt-in), has full legal validity as an expression of intent under applicable laws governing electronic agreements. As this is an adhesion contract, there will be no formal signature of the instrument.

1.2.2. The use of specific features of the Platform, including the ATLAS Insurance module, may require acceptance of these Terms upon first access, when applicable, as a condition for using the respective feature.

1.2.3. Representation and Binding of the Licensed Company. By accepting these Terms, the End User expressly declares that: (i) they have sufficient authority — whether by power of attorney, position or internal authorization — to accept these Terms on behalf of the Licensed Company and bind it to the obligations set forth herein; (ii) the electronic acceptance by the End User produces full legal effects on the Licensed Company, which becomes an integral party to this instrument; and (iii) ATLAS may take legal or extrajudicial action against both the End User and the Licensed Company, jointly or individually, for breach of any obligation set forth in these Terms. The Licensed Company may not claim ignorance of these Terms due to any act or omission of its own users.

1.3. Amendments to the Terms

ATLAS reserves the right to modify these Terms at any time by publishing the updated version on the Platform. Changes will take effect immediately upon publication, unless expressly stated otherwise.

1.3.1. ATLAS may revise these Terms at any time, whenever there is a relevant change to the Services, applicable legislation, data processing practices, or any other aspect that justifies updating the document, at ATLAS's sole discretion.

1.3.2. End Users will be notified of relevant changes through registered communication channels (email, SMS or WhatsApp). Continued use of the Platform after notification will constitute tacit acceptance of the changes. If the End User does not agree with the modifications, the only option is to close their account and cease use of the Platform.

1.4. Eligibility and Registration in the PLG Model

Without prejudice to contracting carried out through ATLAS’s sales or Customer Success teams, the PLG (Product-Led Growth) model allows certain users to contract the Services directly through the Platform in a self-service format, when such functionality is available.

1.4.1. In the PLG model, any natural person aged 18 or over may register on the Platform to contract the Services on behalf of a legal entity. For registration approval, the following information will be collected: full name, position, country, organization size, industry and photograph.

1.4.2. Registration approval will be carried out by ATLAS, which reserves the right to refuse or cancel any registration at its sole discretion, without need for justification, especially in cases of false, incomplete or suspicious information.

1.4.3. The End User is solely responsible for the accuracy and updating of registration information and is civilly and criminally liable for any false statements.

1.5. Infrastructure and Server Location

1.5.1. ATLAS operates infrastructure with servers located in Canada, used for all customers, including those contracting  through the Platform , regardless of their location.

1.5.2. Clients with existing agreements entered into prior to the publication of these Terms may maintain the conditions originally agreed, until any eventual migration or update.

1.5.3. Regardless of the primary server used, data may be transferred to other countries due to the use of technology subprocessors with infrastructure abroad. Such transfers are carried out with cryptographic protection and through legal international data transfer mechanisms, in compliance with applicable data protection laws, including GDPR and other regulations that may apply depending on the location of the data subject.

2. SERVICES AND FEATURES

2.1. ATLAS GOV

ATLAS GOV is a SaaS corporate governance platform that centralizes and digitizes the complete management cycle of boards, committees and other collegiate bodies. ATLAS grants the Licensed Company a non-exclusive license to use the Platform, related documentation and other Exclusive Information of ATLAS, for use in its internal governance structure. Its features include, but are not limited to:

(a) Meeting Planning and Execution: complete organization of board and committee meetings, from preparation to execution and recording of resolutions.

(b) Secure Material Distribution: controlled access to documents and materials needed for participation in collegiate meetings, with granular permissions.

(c) Smart Search: use of artificial intelligence for indexing and searching information and data, optimizing access to relevant content.

(d) ATLAS AI: artificial intelligence module with assistive nature, described in detail in Chapter 6 of these Terms.

(e) Audit Trail: set of records and evidence documenting actions and events in the system, enabling complete traceability.

(f) Action and Project Management: centralization and monitoring of actions, pending items and strategic projects.

(g) Assessments: conducting surveys and assessments in collegiate bodies to support decision-making.

(h) Digital Archive: secure repository for storing and managing files and data related to each collegiate body.

2.1.1. Terms of Use. Licensing of ATLAS GOV is paid and its conditions vary according to the contracted plan (Core, Pro, Enterprise or Legacy). Services may be contracted through different commercial models:

(i) Sales-led / Assisted Model: when contracting is carried out through ATLAS’s sales or Customer Success teams, pricing, payment terms, deadlines and other commercial conditions will be defined in a proposal, purchase order or specific agreement, and payment may be operationalized by ATLAS through invoicing or other agreed methods.

(ii) PLG (Product-Led Growth) Model: when available, contracting may be performed directly through ATLAS’s website, in a self-service model, with payments processed through electronic means available on the Platform, including credit card and other applicable methods.

For the avoidance of doubt, any contracting performed directly through the Platform shall be executed with ATLAS Governance International S.A., regardless of the location of the Licensed Company.

2.1.2. Use by Subsidiaries. The Licensed Company's Subsidiaries are authorized to use the Software, provided that: (i) each Subsidiary signs and presents its agreement to be bound by the terms of this instrument; and (ii) the Licensed Company accepts responsibility for the acts or omissions of such Subsidiaries as if they were its own.

2.1.3. Access and Onboarding. The onboarding process may be conducted digitally within the Platform, through interactive tutorials, contextual guidance and step-by-step configuration flows, or with support from ATLAS’s team, depending on the applicable contracting model.

ATLAS's Customer Success team remains available to provide support during and after onboarding process, through the channels indicated in Chapter 12 of these Terms.

2.1.4. Platform Access. The Software will be made available to the Licensed Company via the internet, through the website www.atlasgov.com and the Atlas Governance application, available on the App Store and Play Store.

2.1.5. Penetration Testing (Pentest). ATLAS permits penetration testing exclusively in the staging environment; it is not authorized in the production environment. To conduct such tests, the Licensed Company must notify ATLAS at least 20 (twenty) business days in advance and obtain formal confirmation. Unauthorized search for or exploitation of security vulnerabilities is expressly prohibited under clause 3.3 of these Terms and may result in the penalties set forth in Chapter 4.

2.2. ATLAS Sign

ATLAS Sign is the digital and electronic signature tool integrated into ATLAS GOV, granting the End User a limited, personal and non-transferable license. ATLAS reserves the right, upon prior notice, to begin charging for the use of this service. ATLAS Sign complies with applicable security and authenticity requirements in accordance with electronic signature laws and regulations.

2.3. ATLAS Insurance

2.3.1. ATLAS Insurance is ancillary feature integrated into ATLAS GOV, enabling the management and tracking of  Directors and Officers Liability (D&O) insurance and other applicable coverages, enabling the registration, storage, management and updating of policies.

2.3.2. Mandatory Acceptance. Use of ATLAS Insurance may require express acceptance of these Terms upon first access to the feature and is a prerequisite for use of the service.

2.3.3. Quotes and Contracting. Insurance quotes are free of charge. In the event of contracting, ATLAS may, when applicable and in accordance with applicable regulations, receive a commission from the insurer as an insurance broker. The End User represents that all information provided during the quoting process is true, complete and updated,  and that they are duly authorized by the Licensed Company to share such  information and bind it to the contract.

2.3.4. Access to Policy Data. ATLAS has access to policy data registered on the Platform for management, support, renewal and improvement of brokerage services, pursuant to the Privacy Policy.

2.3.5. Use of Data for Prospecting. Contact data of the Licensed Company's internal representative responsible for insurance contracting (name, position, email and phone number) may be used by ATLAS for commercial prospecting related to insurance products and services, pursuant to applicable legislation and the Privacy Policy. The End User may exercise their right to object to such processing through the channels indicated in the Privacy Policy.

2.3.6. Non-Client Prospects. Individuals interested in ATLAS Insurance services who are not clients or users of ATLAS GOV may access the service through a specific form available on an exclusive Board managed by the ATLAS team, without prior contracting of ATLAS GOV.

2.3.7. Liability. ATLAS acts exclusively as an insurance broker and is not responsible for coverages, exclusions, claims or any obligations arising from policies contracted with insurers. ATLAS's liability is limited to the intermediation and management of the brokerage process.

2.4. ATLAS Obligations

ATLAS undertakes to: (i) make the Platform available in accordance with these Terms; (ii) maintain a support team available through the channels indicated in Chapter 12; (iii) adopt adequate technical and organizational measures for the security of processed data; (iv) notify the Licensed Company of scheduled maintenance with reasonable advance notice; and (v) keep the Privacy Policy updated and available on the Platform.

2.5. Scope of Services and Absence of Customization

The Platform is provided in standardized SaaS format. ATLAS does not perform customizations, on-demand developments or specific adaptations of the Software to meet the particular requirements of the Licensed Company. It is the Licensed Company's responsibility to assess the suitability of the Platform for its own needs prior to contracting, and no claim or compensation shall be due based on the absence of a feature not provided for in these Terms.

3. OBLIGATIONS AND RESPONSIBILITIES

3.1. End User Obligations

The End User undertakes to:

(a) Use the Platform exclusively for its intended purposes, in compliance with applicable legislation and these Terms;

(b) Maintain the confidentiality of their access credentials (login and password), being responsible for all activities carried out on their account, including unauthorized access by persons who are not authorized or have been dismissed from the Licensed Company;

(c) Immediately notify ATLAS of any unauthorized use of their account or any security breach they become aware of;

(d) Provide accurate, complete and up-to-date information during registration and use of the Platform;

(e) Not share their access credentials with third parties;

(f) Use AI in an ethical, responsible manner and in compliance with applicable legislation and the principles of good faith;

(g) Independently validate and verify any information generated by AI before using it as the basis for decisions.

3.2. Licensed Company Obligations

The Licensed Company, in addition to the End User's obligations, undertakes to:

(a) Ensure that all End Users linked to its account are aware of and comply with these Terms, being responsible for the acts and omissions of its users as if they were its own;

(b) Use the Platform in compliance with applicable legislation for its sector of activity, including corporate governance standards, data protection and sector-specific regulations;

(c) Not use the Platform for purposes that compete with ATLAS's business;

(d) Maintain the confidentiality of third-party data and information entered on the Platform;

(e) Be fully liable for damages caused to third parties as a result of improper use of the Platform by its End Users;

(f) Comply with all tax obligations arising from use of the Services in its jurisdiction;

(g) Designate an Administrator User responsible for managing user access to the Platform, granting access to new users and revoking access of dismissed users through the features available in the Software;

(h) Be responsible for information entered and maintained on the Platform, for registration, permissions, passwords and the manner of use by its Users, holding ATLAS harmless from any liability regarding the content entered and its manner of use;

(i) Agree to receive notifications via email, messages, notifications or telephone contact regarding training, partnerships and campaigns related to the Software, and may revoke this consent at any time through the channels indicated in the Privacy Policy.

3.3. Acceptable Use Limits

The following are expressly prohibited for End Users and Licensed Companies:

(a) Inserting, transmitting or sharing on the Platform any content that: (i) violates applicable legislation; (ii) is unlawful, defamatory, obscene, pornographic, discriminatory or incites violence; (iii) contains viruses, malware, spyware or any malicious code; (iv) violates third-party intellectual property rights; (v) constitutes spam, chain letters or unsolicited mass communications;

(b) Using the Platform for training artificial intelligence or machine learning models without ATLAS's express written authorization;

(c) Reverse engineering, decompiling, disassembling or attempting to discover the Platform's source code;

(d) Using robots, spiders, scrapers or any automated mechanisms to access, collect or extract data from the Platform without authorization, as well as directly accessing APIs or automating the system interface to perform batch actions or programmatically control the system and other Platform resources;

(e) Attempting to invade, compromise or test vulnerabilities of the Platform or its infrastructure, except with prior formal authorization from ATLAS under clause 2.1.5;

(f) Sharing, sublicensing, selling, renting or transferring Platform access to unauthorized third parties;

(g) Using the Platform for activities constituting crimes, criminal offenses, money laundering, terrorism financing, corruption or any other unlawful activity;

(h) Entering on the Platform personal data, including sensitive personal data, of third parties without the required legal authorizations;

(i) Developing extensions or modifications that alter the original behavior of the Software;

(j) Using the Platform in a manner that prevents or limits other Users' activities;

(k) Using the Platform to provide services to any third parties not directly involved in the Licensed Company's governance structure.

3.4. Audit Trail and Monitoring

The End User is aware and agrees that all their actions on the Platform are recorded in the Audit Trail, including detailed logs of who performed a given action, when it occurred, what data was accessed or modified and what the result was. These records may be used by ATLAS for support, security, service improvement and, where applicable, compliance with legal obligations.

3.5. Accuracy of Information

The End User is solely responsible for updating and maintaining the accuracy of information related to their account on the Platform. ATLAS is not liable for damages resulting from incorrect, outdated or false information provided by the End User.

4. CONSEQUENCES OF BREACH

4.1. Measures Applicable by ATLAS

Breach of any provision of these Terms, as well as any improper use of the Platform, may result in ATLAS adopting, at its sole discretion, the following measures, without prejudice to other applicable legal sanctions:

(a) Warning: formal notification to the End User regarding improper conduct, with a deadline for remediation;

(b) Temporary Suspension: suspension of access to the Platform, with or without prior notice, depending on the severity of the breach. Serious violations, such as attempted intrusion into ATLAS's environment, use of the Platform for unlawful activities or repeated violations, may result in immediate suspension without prior notification;

(c) Permanent Termination: permanent closure of the End User's account in cases of serious breach, recurrence or when maintaining access poses a risk to the security of the Platform or third parties;

(d) Legal and Administrative Measures: adoption of applicable legal and administrative measures, including reporting to competent authorities and seeking compensation for damages caused to ATLAS or third parties.

4.2. Assessment Criteria

ATLAS will assess each case individually, considering the severity of the breach, recurrence, actual or potential damage to the Platform, other users and third parties, adopting proportional and necessary measures to preserve the integrity of the Platform and its user base.

4.3. Liability for Damages

The End User and the Licensed Company are jointly and severally liable for damages caused to ATLAS, other users and third parties as a result of breach of these Terms, including material and moral damages and lost profits, as well as attorneys' fees and court costs.

5. PAYMENT, PLANS AND TAX MATTERS

5.1. Contracting and Payment Models

Services may be contracted through different commercial models, as follows:

(i) Sales-led / Assisted Model: contracting is carried out through ATLAS’s sales or Customer Success teams, and payments are made according to the agreed commercial conditions, which may include invoicing, bank transfer, international wire transfer or other agreed methods.

(ii) PLG (Product-Led Growth) Model: when available, contracting will be carried out directly through ATLAS’s website, in a self-service model, with payments processed through electronic means available on the Platform.For the avoidance of doubt, any contracting performed directly through the Platform shall be executed with ATLAS Governance International S.A., regardless of the location of the Licensed Company.

5.2. Fees and Plans

5.2.1. For licensing of the Software, the Licensed Company will pay ATLAS, according to the contracted billing period (monthly or annual), the fee calculated based on the number of Users, plan and Add-Ons contracted for the period, pursuant to the specific contract or the commercial conditions in effect under the PLG model.

5.2.2. Implementation and Training. For the implementation and initial training process, the Licensed Company will pay ATLAS the amount set forth in the commercial conditions, in a single installment.

5.2.3. Expansion, Plan Change or Add-On Acquisition. If the Licensed Company decides to expand licenses, change plans or acquire available Add-Ons, it must do so through the channels indicated by ATLAS, and a corresponding supplementary invoice will be issued.

5.2.4. User Reduction. If the Licensed Company opts to reduce the number of registered Users, it will not be entitled to a refund of amounts already paid as fees, but only to updated amounts upon renewal and/or renegotiation of the following period. License reduction may never fall below the minimum quantity set forth in the contracted commercial conditions.

5.3. Licensed Company Payment Obligations

The Licensed Company undertakes to: (i) make payments on the agreed dates and conditions; (ii) keep its billing data updated; (iii) notify ATLAS of any inconsistency in invoices or charges within a maximum of 10 (ten) days; and (iv) not perform chargebacks or payment disputes without prior formal notification to ATLAS, under penalty of immediate suspension of access.

5.4. Payment Mechanisms and Fraud Protection

In the PLG model, when implemented, automated payment mechanisms  will include integrated fraud prevention security measures. ATLAS will adopt the best security practices available in the market for the protection of financial transactions. The Licensed Company is responsible for the security of payment data in its environment and for authorizing charges made by its Users. ATLAS is not liable for fraud in financial transactions perpetrated by malicious third parties using payment data obtained unlawfully outside the controlled environment of the Platform.

5.5. Price Adjustments

5.5.1. Stability during the current term. Contracted fees will not be changed during the current term, except in cases of license expansion, plan upgrade or Add-On acquisition, as provided in clause 5.2.3.

5.5.2. Adjustment upon renewal. Upon renewal, ATLAS may adjust contracted fees based on the price list in effect at the renewal date, subject to the following rules:

(i) Contracts in Brazilian Reais (BRL): the adjustment is capped at the positive variation of the IGP-M/FGV or IPCA index accumulated during the period, or the current list price, whichever is lower.

(ii) Contracts in foreign currency (USD or other): fees may be updated according to ATLAS's current price list at the renewal date, without application of a fixed inflation index.

5.5.3. ATLAS will notify the Licensed Company of any adjustment at least 30 (thirty) days before the start of the new period. If the Licensed Company does not agree with the new fees, it may opt to terminate the subscription at the end of the current term by formal notice under clause 14.8.2. Continued use of the Platform after the adjustment effective date will constitute tacit acceptance of the new fees. In any model, a price adjustment does not constitute a contractual change entitling the party to termination without cause, unless expressly provided otherwise in a specific contract.

5.6. Tax Matters

5.6.1. Fees charged for ATLAS Platform Services do not include any taxes, government fees or fiscal charges that may be applicable in any jurisdiction, including, without limitation, value added taxes (VAT), goods and services taxes (GST), digital services taxes or equivalent levies.

5.6.2. The Licensed Company is responsible for paying all taxes applicable in its jurisdiction arising from contracting or use of the Services, except those levied directly on ATLAS's income.

5.6.3. All payments due to ATLAS must be made without deduction or withholding taxes, except as required by law. If applicable law requires withholding of any tax on payments due, the Licensed Company must make the payment with the necessary gross-up adjustment so that ATLAS receives the full net amount originally contracted.

5.6.4. When required by applicable law, ATLAS may charge indirect taxes on digital services, including VAT, GST or equivalent levies, which may be added to invoices issued to the Licensed Company.

5.6.5. Any increases in the tax burden on the Services resulting from changes in applicable tax legislation in any relevant jurisdiction will be passed on to the client upon 30 (thirty) days' prior notice, without such pass-through constituting a contractual change or entitling the party to termination without penalty.

5.7. Default

Failure to meet financial obligations for 30 (thirty) consecutive days may result in suspension of access to the Platform, without prejudice to collection of overdue amounts plus a 2% (two percent) late fee, 1% (one percent) monthly interest and monetary correction by the IPCA, or equivalent index for international contracts.

6. ARTIFICIAL INTELLIGENCE (ATLAS AI)

6.1. Description and Assistive Nature

ATLAS AI is the generative artificial intelligence module integrated into ATLAS GOV, encompassing features for analysis, synthesis and comparison of documents and resolutions, support for meeting transmission, management and transcription, among other capabilities that may be incorporated into the module over time, including, on a non-exhaustive basis: Insights, Compare, MeetingCast and Notetaker. The artificial intelligence features available in the Software are assistive and conversational in nature, and do not make automated decisions that produce legal effects or affect users' rights; the Licensed Company and End User are responsible for the final analysis and validation of generated information.

6.2. AI Autonomy Level

ATLAS AI operates in an assistive and non-autonomous manner. No AI feature makes decisions independently: all generated outputs are informative and auxiliary in nature, intended to support — not replace — human judgment. Responsibility for decisions made based on AI-generated information rests solely with the End User and the Licensed Company.

6.3. Liability for AI Outputs

6.3.1. Responses, transcriptions, summaries and other outputs generated by ATLAS AI are informative and auxiliary in nature and do not replace the technical, legal, regulatory or strategic assessment of the Licensed Company.

6.3.2. ATLAS is not liable for any impacts resulting from use of AI features, including errors, inaccuracies, misinterpretations, decontextualized responses, incomplete analyses or inability to interpret subjective nuances. The End User must exercise their own judgment regarding generated content and, when necessary, seek specialized advice.

6.3.3. ATLAS AI is not classified as a high-risk AI system under PL 2338/2023 (Brazilian AI Framework) and other applicable regulations, given its exclusively assistive nature and the absence of automated decision-making with legal effects.

6.4. No Training with Client Data

Data entered into ATLAS AI will not be used to train proprietary or third-party models, nor for purposes other than contractual performance. ATLAS adopts a Zero Data Retention policy: no client data is retained by AI providers after processing.

6.5. AI Subprocessors

ATLAS AI is developed with the support of market AI providers. ATLAS expressly authorizes the engagement of AI subprocessors and the international data transfer necessary for processing AI features, ensuring that such subprocessors adopt security and privacy standards compatible with  applicable data protection regulations. The updated list of subprocessors is available in the Privacy Policy.

6.6. User Rights Regarding AI

The End User has the right to: (i) be informed when interacting with AI features; (ii) request human review of AI-generated outputs that may affect their interests; and (iii) opt out of using AI features without prejudice to access to other Platform features.

6.7. Ethical Use of AI

The End User undertakes to use ATLAS AI in an ethical, responsible manner and in compliance with applicable legislation, refraining from using it for unlawful, discriminatory purposes or in ways that violate third-party rights. ATLAS reserves the right to suspend access to AI features in the event of misuse.

7. DATA PROTECTION AND PRIVACY

7.1. Personal Data Processing

Personal data processing carried out by ATLAS within the Platform is governed by GDPR and other applicable regulations depending on the location of the data subject. ATLAS acts as a data processor with respect to content entered by the Licensed Company and as a controller with respect to registration and Platform usage data, in accordance with applicable data protection laws.

7.2. Processing Purposes

Personal data processed by ATLAS is used for: (i) provision of contracted Services; (ii) contract-related communications; (iii) security and fraud prevention; (iv) compliance with legal obligations; and (v) continuous improvement of Services, in anonymized form.

7.3. Data Sharing

ATLAS may share personal data with: (i) technology subprocessors necessary for providing the Services; (ii) competent authorities, when required by law; and (iii) commercial partners, with the data subject's specific consent. ATLAS does not sell personal data to third parties.

7.4. Information Security

ATLAS adopts adequate technical and organizational measures to protect personal data against unauthorized access, destruction, loss, alteration or improper disclosure, including encryption, access control and continuous monitoring.

7.5. Data Subject Rights

Data subjects may exercise their rights under applicable data protection laws (access, correction, deletion, portability, objection, among others) through the DPO channel: dpo@atlasgov.com. ATLAS will respond to requests within the timeframes established by applicable law..

7.6. Data Retention and Disposal

After contract termination, ATLAS is not obligated to retain client data for more than 30 (thirty) days, after which it may proceed with anonymization or secure disposal of data at its operational discretion. As a general rule, anonymization will be carried out within 90 (ninety) days of contract termination.

Definitive deletion of data, where applicable, will depend on an express request from the client, submitted through ATLAS's support channels, and will be processed within the timeframes and conditions set forth in the current Privacy Policy, subject to applicable legal retention obligations.

The client may export their data before contract termination through the Backup tool available on the Platform.

7.7. Security Incidents

In the event of a security incident that may cause relevant risk or damage to data subjects, ATLAS will notify the Licensed Company and, where applicable, the competent authorities, within the timeframes and conditions established by applicable data protection laws .

7.8. International Compliance

For clients with data subjects in the European Union, the General Data Protection Regulation (GDPR) applies. For data subjects in Canada, PIPEDA applies. ATLAS adopts adequate technical and organizational measures to ensure compliance with these regulations in the jurisdictions in which it operates.

8. INTELLECTUAL PROPERTY

8.1. Ownership

ATLAS is the exclusive owner of all intellectual property rights related to the Platform, including, but not limited to: software, source code, algorithms, databases, interfaces, design, trademarks, logos, trade names, copyrights and any other intellectual property rights in any country. These rights are and will remain the exclusive property of ATLAS, including all modifications, updates, new versions, improvements and derivative works.

8.2. License Granted to the End User

ATLAS grants the End User and the Licensed Company a non-exclusive, paid, non-transferable license without sublicensing rights, limited to the contract term, to use the Platform and Services exclusively for the purposes set forth in these Terms. No provision of these Terms implies assignment, transfer or any other right over ATLAS's intellectual property.

8.3. Ownership of Client Data and Content

All content entered by the client on the Platform — including documents, minutes, resolutions, meeting materials, contracts and other information — belongs entirely to the client. ATLAS does not claim any ownership rights over such content.

8.4. Brand Use Authorization

8.4.1. By accepting these Terms, the Licensed Company expressly authorizes ATLAS to use its name, logo, trademark and other visual identity elements for commercial promotion, marketing, institutional materials, case studies and other public communications related to the partnership between the parties.

8.4.2. Revocation of this authorization will only take effect upon formal written notice, through contact with ATLAS's legal department (legal@atlasgov.com), with at least 30 (thirty) days' advance notice. Revocation will not have retroactive effect on materials already published.

8.5. Prohibitions

Under no circumstances shall ATLAS provide the End User or the Licensed Company with the source code or any documentation related to the development of the Platform. The End User is prohibited from reverse engineering, decompiling, disassembling or attempting to identify the Platform's source code. Such acts will be considered a material  breach of these Terms, subjecting the infringer and the Licensed Company to the measures set forth in Chapter 4 and the sanctions provided under applicable law, particularly intellectual property laws.

For contracts governed by Brazilian law, applicable laws relating to software protection, copyright and industrial property shall apply. For contracts governed by Uruguayan law, applicable intellectual property laws shall apply, as well as relevant international treaties, including those related to copyright and industrial property protection.

8.6. Development Based on the Software

If the Licensed Company develops a new module, function, activity, service or product that constitutes a copy, in whole or in part, of ATLAS's Intellectual Property rights, including the Software program, such development will be considered part of the Intellectual Property rights of the Software provided by ATLAS, with its ownership incorporated by ATLAS and its use subject to ATLAS's prior written consent.

8.7. Survival of Intellectual Property Obligations

Obligations regarding ATLAS's Intellectual Property rights set forth in these Terms will survive indefinitely upon termination, expiration or rescission of the contract, and the Licensed Company will indemnify ATLAS for all liabilities and costs, including attorneys' fees, arising from violation of ATLAS's Intellectual Property rights.

8.8. International Legal Protection

All rights are protected in Brazil and internationally by copyright, trademark, patent, model and industrial design laws and treaties, including the Berne Convention, the TRIPS Agreement and other applicable international instruments.

9. CONFIDENTIALITY

9.1. Confidential Information

By virtue of contractual relationship, the parties may have access to each other's Confidential Information and Exclusive Information. All information exchanged within the scope of the contractual relationship will be treated as confidential.

9.1.1. Exceptions to Confidentiality. Information will not be considered Confidential if it: (i) is in the public domain through no action or omission of the other party; (ii) was in the other party's possession prior to disclosure; (iii) is legitimately disclosed to the other party by a third party without restriction on disclosure; or (iv) is independently developed by the other party.

9.1.2. Maintenance of Confidentiality. The duty of confidentiality and secrecy will be maintained by the parties for 3 (three) years after contract termination.

9.1.3. Legal Disclosure. If a party becomes legally obligated to disclose Confidential Information by subpoena or order issued by a court or governmental body, it must disclose only the necessary portion of the legally required Confidential Information, notifying the other party of the obligation in writing, to enable protective measures, if any.

10. REPRESENTATIONS AND WARRANTIES

10.1. ATLAS Representations

ATLAS represents that: (i) it holds all rights, licenses and authorizations necessary to provide the Services; (ii) the Software does not infringe third-party intellectual property rights; (iii) it adopts adequate technical and organizational measures for the security of processed data; and (iv) it operates in compliance with applicable legislation in the jurisdictions in which it operates.

10.2. Licensed Company Representations

The Licensed Company represents that: (i) it has legal capacity to enter into this instrument and fulfill the obligations set forth herein; (ii) acceptance of these Terms does not violate any contractual or legal obligation assumed with third parties; (iii) it will use the Services exclusively for lawful purposes and in compliance with these Terms; and (iv) the information provided to ATLAS during the contracting process is accurate and complete.

10.3. Anti-Corruption and Compliance

The parties declare that, within the scope of the contractual relationship, they have not committed and undertake not to commit any acts that violate applicable anti-corruption , anti-bribery and anti-money laundering laws

11. LIMITATION OF LIABILITY

11.1. General Limitations

ATLAS is not liable for:

(a) Any losses or damages suffered, including moral damages, resulting from: (i) incorrect or incomplete information provided by the End User or Licensed Company; (ii) fraud, fraudulent misrepresentation or breach of duty by the End User or Licensed Company; (iii) failures in the End User's internet connections; (iv) data processing problems caused by third parties; (v) third-party products or services, even if connected to the Platform; (vi) content stored in the database by the Licensed Company and its Users; (vii) damages or losses resulting from administrative, managerial or commercial decisions made based on information provided by the Software;

(b) Indirect, incidental, special, exemplary, punitive or consequential damages, including personal injury or property damage, related to use of the Platform, even if resulting from the conduct of third parties;

(c) Creation and structuring of new features, customizations, developments or consulting requested by the End User, regardless of the reason;

(d) Decisions made by the End User or Licensed Company based on outputs generated by ATLAS AI;

(e) Fraud in financial transactions perpetrated by third parties outside the controlled environment of the Platform.

11.2. Liability Cap

In any case, ATLAS's total liability to the Licensed Company and the End User, whether in contract, tort or any other cause of action, will be limited to the annual fee actually paid by the Licensed Company to ATLAS during the current period. Except for damages resulting from unauthorized use and/or disclosure of Exclusive Information or related to Intellectual Property, under no circumstances will ATLAS or the Licensed Company be liable to each other or to any other natural or legal person for damages exceeding the annual fee paid.

11.3. Force Majeure

Neither party will be liable for failure or delay in providing the Services if caused by: acts of war, state of siege or sabotage; force majeure, pandemic, power, internet or telecommunications failure not caused by the obligated party; governmental restrictions (including denial or cancellation of any export, import or other license); or any other event beyond the reasonable control of the obligated party. If the force majeure situation persists for more than 30 (thirty) days, either party may terminate the contract without penalty.

11.4. Independence of Provisions

It is expressly understood and agreed that any provision dealing with limitation of liability, warranty exclusion or exclusion of damages will be considered by the parties as separate and independent from any other provision and will be enforced as such.

11.5. Third-Party Links

The Platform may provide links to other websites or systems, which does not mean that such sites are owned or operated by ATLAS. ATLAS is not responsible for the content, practices and services offered by third-party sites.

11.6. Indemnification

The Licensed Company and/or the End User will indemnify ATLAS, its directors, officers, employees, representatives and agents against any claim brought by third parties arising from their activities on the Platform, breach of these Terms, violation of any law or third-party rights, including attorneys' fees and court costs.

12. SUPPORT AND SERVICE CHANNELS

12.1. Official Support Channels

Channel Availability Notes

Platform Chat Business days, 9am–6pm (GMT-3) Real-time support for all plans

WhatsApp Business days, 9am–6pm (GMT-3) Enterprise plan only

Email: suporte@atlasgov.com Business days —

LATAM Support Business days, until 9pm (GMT-3) For Latin American clients

Toll-free: 0800 892 4886 24h / 7 days —

DPO: dpo@atlasgov.com — Exclusively for personal data requests

Security: sos@atlasgov.com — Exclusively for security incident reporting

Legal: legal@atlasgov.com — Exclusively for legal matters and brand authorization revocation

12.2. Service Level Agreements (SLA)

ATLAS adopts service and availability standards defined according to the plan contracted by the Licensed Company. Applicable service levels — including response times, minimum environment availability and credit policy — are described in the Service Level Agreement (SLA) Annex, available on ATLAS's website and incorporated into the specific contract entered into between the parties.

12.2.1. ATLAS will use its best efforts to keep the Platform continuously available, with temporary interruptions possible due to scheduled or emergency maintenance or factors beyond ATLAS's control, as provided in Chapter 13 of these Terms.

12.2.2. Security incidents or critical unavailability must be reported immediately through sos@atlasgov.com for priority handling.

13. PLATFORM ENGINEERING AND AVAILABILITY

13.1. Availability

The Platform is provided "as is" and "as available." ATLAS does not guarantee that the Services will be provided without interruptions or errors.

13.2. Interruptions

Access to the Platform may be temporarily interrupted, without prior notice, due to: (a) scheduled and/or emergency maintenance; (b) technical aspects; (c) force majeure; (d) order of competent authority.

13.3. Changes and Discontinuation

ATLAS reserves the right, at any time and at its sole discretion, to change any aspect of the Platform, including features, layout or characteristics, as well as to suspend, cancel or partially or fully discontinue its operation, upon reasonable prior notice. Such changes will not give rise to any right to compensation or penalty, unless expressly provided otherwise in a specific contract.

14. FINAL PROVISIONS

14.1. Irrevocability and Specific Performance

These Terms are entered into on an irrevocable and irreversible basis, binding the parties and their successors in any capacity, and all obligations set forth in this instrument may be subject to specific performance.

14.2. Waiver

No tolerance, indulgence or tacit consent by either party, or their failure to require compliance with any provision herein, will affect, diminish or impair that party's right to require future compliance with such provision.

14.3. Assignment

Rights and obligations arising from these Terms may only be assigned or transferred to third parties with the other party's prior written consent.

14.4. Regulatory Compliance

ATLAS represents that it conducts its activities in compliance with all law and regulations applicable to its operations, including, without limitation, those relating to personal data protection , anti-money laundering, anti-corruption, and other applicable regulatory obligations.

Given the global nature of the services and their availability across multiple jurisdictions, the Client acknowledges and agrees that it is solely responsible for ensuring that its use of the services complies with all local laws and regulations applicable to it, including, without limitation, those of a tax, regulatory, and data protection nature.

ATLAS does not warrant that the services will comply with any specific legal or regulatory requirements of any jurisdiction other than that in which it is established, nor does it assume any responsibility for the Client’s compliance with applicable local laws in connection with its use of the services.

The Client undertakes not to use the services for any unlawful purpose or in violation of any applicable laws or regulations and shall be solely responsible for any such use.

14.5. Languages

These Terms are available in the following languages:

• Portuguese: https://welcome.atlasgov.com/termos-e-condicoes-de-uso/

• English: https://welcome.atlasgov.com/en/terms-and-conditions/

In the event of any inconsistency or conflict between versions, the English version shall prevail.14.6. Severability

If any provision of these Terms is found to be illegal, invalid or unenforceable, in whole or in part, such provision will be excluded to the extent necessary, without affecting the validity and enforceability of the remaining provisions.

14.7. Relationship Between the Parties

Use of the Platform by the End User does not establish any form of partnership, joint venture, association, representation or joint liability between the parties.

14.8. Term and Termination

14.8.1. These Terms take effect on the date of their publication and will remain valid until modified or revoked by ATLAS, pursuant to clause 1.3. The specific contract entered into between the parties will have an indefinite term, unless expressly stated otherwise.

14.8.2. Termination by Either Party. Under the specific contract model, either party may terminate the contract upon 30 (thirty) days' written notice with acknowledgment of receipt, with no right to any form of refund, return of amounts paid, compensation or burden of any kind between the parties, except as expressly provided herein.

14.8.3. Termination for Breach. Failure to comply with any obligation set forth in these Terms, not remedied within 30 (thirty) days of written notice, may result in immediate termination of the contract, with the right to adopt the measures set forth in Chapter 4 and to collect any damages.

14.8.4. Effects of Termination. Upon termination, the following effects will occur: (i) immediate cessation of the Licensed Company's use of the Software; (ii) termination of all granted licenses; (iii) immediate maturity of all outstanding fees; and (iv) application of the data retention and disposal rules set forth in clause 7.6 of these Terms.

14.9. Access Cancellation

ATLAS reserves the right to suspend or cancel the End User's access to the Platform in the event of any conduct inconsistent with these Terms. Upon cancellation, ATLAS is released from the obligation to maintain the End User's data in its database, pursuant to the Privacy Policy and Chapter 7 of these Terms.

15. GOVERNING LAW AND JURISDICTION

15.1. Governing Law and Forum

These Terms are

governed by the laws of the Oriental Republic of Uruguay. The parties elect the courts of Montevideo, Uruguay, as competent to resolve any disputes. The parties irrevocably submit to the jurisdiction of these courts, waiving any objection to their jurisdiction, including based on domicile, place of access to the Platform, or claims of inconvenient forum.

15.2. Civil Liability Standardization

For the purpose of standardizing civil liability rules applicable to ATLAS in preparation for the PLG model and global launch, the liability limitations set forth in Chapter 11 of these Terms apply to all contracts, regardless of the contracting entity, subject to public policy rules of each jurisdiction.

15.3. Dispute Resolution

The parties undertake to seek amicable resolution of any disputes before resorting to judicial proceedings. To this end, they must formally notify the other party of the dispute, which will have 15 (fifteen) days to present a proposed solution. If no agreement is reached, the parties must resort to the competent forum indicated in clause 15.1.