Terms and Conditions of Use of the Atlas Governance Portal

1.Services

The Portal offers its Users the following Services: Atlas GOV, Atlas AGM, Atlas Sign, and Atlas Insurance:

1.1.

Atlas GOV. Software intended for the digitization of the governance decision-making process. Key features include:

• Meeting preparation and scheduling: The process of planning and conducting board or committee meetings.
• Material provisioning: Secure access to materials provided for participation in organizational board meetings.
• Artificial intelligence: Use of artificial intelligence (natural language processing) for information and data indexing and search.
• Action and project management: Centralization of action items, pending tasks, and strategic projects.
• Evaluations: Conducting surveys and evaluations within committees.

By accepting these Terms of Use, you declare that you are registering on the Portal for access to Atlas GOV on behalf of a legal entity where you work ("Licensee Company"). You also declare that you have the legal capacity to represent the Licensee Company and that it agrees to be jointly responsible with ATLAS in case of a violation of these Terms.

It is mandatory for the Atlas GOV User to be linked to the Licensee Company and have individual access, which will be personal and non-transferable. Your actual accreditation and definition of access levels are subject to the determination and/or approval of the Licensee Company, exclusively managed through the Administrator User.

The license granted to the User to access the Portal and Atlas GOV is limited and arises from a licensing agreement between ATLAS and the Licensee Company. It is a non-exclusive, paid, non-transferable license, and does not grant the right to sublicense to third parties. It may be revoked in accordance with the provisions of the agreement.

1.2.

Atlas AGM. Software designed for the conduct and management of meetings. Key features include:

• Entity management.
• Voter base management.
• Preparation and conduct of meetings.
• Provision of materials and videos for voter information.
• Digital communication with assembly voters via email, SMS, or WhatsApp.
• Electronic collection and approval of registrations, proxies, and other documents.
• Electronic vote collection and generation of analytical and synthetic vote maps.
• Security: Two-factor authentication, login confirmation email, remote session management, granular information permissions, password error lockout, inactivity lockout, document watermarks, audit logs, security logs, self-backup, single sign-on (Microsoft), IP, region, or device access authorization.

The Atlas AGM has 2 User profiles:

User Legal Entity:

By accepting these Terms of Use, you declare that you are registering on the Portal to access Atlas AGM linked to a legal entity ("Licensee Company"). You also declare that you have the legal capacity to represent the Licensee Company and that it agrees to be jointly responsible with ATLAS in case of a violation of these Terms.

It is mandatory for the Atlas AGM User to be linked to the Licensee Company and have individual access, which will be personal and non-transferable. Your actual accreditation and definition of access levels are subject to the determination and/or approval of the Licensee Company, exclusively managed through the Administrator User.

The license granted to the User to access the Portal and Atlas AGM is limited and arises from a licensing agreement between ATLAS and the Licensee Company. It is a non-exclusive, paid, non-transferable license, and does not grant the right to sublicense to third parties. It may be revoked in accordance with the provisions of the agreement.

User Natural Person:

The license granted to the User to access the Portal and its Service Atlas AGM is limited. It is a non-exclusive, free, non-transferable license and does not grant the right to sublicense to third parties. It may be revoked at any time.

By accepting these Terms of Use, you declare that you are registering on the Portal to access Atlas AGM on your behalf, and you declare that you have the legal capacity and agree to be jointly responsible with ATLAS in case of a violation of these Terms.

1.3.

Atlas Sign. Software for electronic or digital signature services of documents submitted through the Portal Services.

It is mandatory for the Atlas Sign User to have individual access, which will be personal and non-transferable. Your actual accreditation and definition of access levels are subject to the determination and/or approval of the Licensee Company or ATLAS, exclusively managed through Administrator Users.

By accessing, using, or downloading any documents from the Portal, you accept these Terms of Use and declare that you are registering on the Portal to access Atlas SIGN on your behalf. You also declare that you have the legal capacity and agree to be jointly responsible with ATLAS in case of a violation of these Terms.

ATLAS grants the User access to Atlas Sign, which is accessed through Atlas GOV and Atlas AGM, and reserves the right to start charging for this service with prior notice to the User.

1.4.

Atlas Insurance. Functionality intended for the storage of insurance policies, such as D&O (Directors & Officers) and Cyber Risk, as well as the provision of insurance quoting and contracting services (online and offline) for the Licensee Company.

The license granted to the User to access the Portal and its Atlas Insurance Service is done through Atlas GOV. It is a non-exclusive, non-transferable license without the right to sublicense to third parties. The service quotations will be unlimited and free, and in the case of contracting, the parties will enter into an acceptance agreement, and ATLAS reserves the right to receive commissions from the insurer as an insurance broker.

It is mandatory for the Atlas Insurance User to be legally linked to the Licensee Company and have individual access, which will be personal and non-transferable. Your actual accreditation and definition of access levels are subject to the determination and/or approval of the Licensee Company, exclusively managed through the Administrator User.

By filling out the questionnaire for insurance quotation or contracting, you accept these Terms of Use and declare that you are registering on the Portal to access Atlas Insurance on behalf of the Licensee Company, and all the information provided is accurate. Additionally, you declare that you are a representative of the Licensee Company, and it agrees to be jointly responsible in case of a violation of these Terms.

The Licensee Company and its users grant ATLAS access to the data of the policies placed in the system, as well as data from answered questionnaires and other data in the Atlas Insurance functionality.

ATLAS will use the above-mentioned data to provide insurance quotes, find and present suitable proposals to the Licensee Company.

2. Uso dos Serviços

Access will be granted upon registration on the Portal and acceptance of these Terms of Use to enable access and use of the Services, in which case the User acknowledges and accepts to be bound by the Terms of Use without restrictions.

The User is entirely responsible for their conduct when using the Services and must not act in a way that causes harm, hinders, prevents, or in any way jeopardizes the functioning of the Services or other Users (such as unauthorized access to information or code, displaying illegal content, displaying content protected by third-party intellectual property, or personal data that may violate the privacy rights of other parties, or sending spam messages), agreeing to indemnify and hold ATLAS harmless from any damages and losses arising from non-compliance with the regular use of the Portal or the Services.

The quality of access to the Portal may vary depending on the technological device used (computer, tablet, mobile phone) and may also be affected by various other factors such as location, internet connection speed, the browser used, and available bandwidth, among others.

The Portal and its Services are tools for work and are intended exclusively for this purpose. In the use of the Services, the use of the Services in an illegal, immoral, irrelevant, malicious, discriminatory manner based on race, creed, sex, nationality, sexual orientation, or disabilities, or in any way harmful to third parties (whether individuals or legal entities) is expressly prohibited. Likewise, the User is prohibited from sending spam, malware, or other unsolicited or unauthorized messages, sending or storing data and information that is illegal, inappropriate, obscene, violates morals and good manners, or violates the rights of third parties.

The User must not archive, download, reproduce, distribute, modify, display, publish, license, or create derivative works, make available for sale, or use the Services, as well as the content and information contained or obtained from or through the Portal, which constitute a database exclusively owned by the Licensee Company and have a confidential nature.

The User is prohibited from evading, removing, altering, disabling, degrading, or tampering with any content protections, using any robots, spiders, scrapers, or other automated means to gain unauthorized access to the Portal and its systems, interfering with the Portal in a way that renders it unusable or to limit or disable the Services, decompiling, reverse engineering, or disassembling any software or other accessible products or processes, inserting any code or product, manipulating content in any way, or using data mining, data collection, or data extraction methods.

The User agrees not to upload, publish, email, communicate, or transmit in any way any material intended to interrupt, destroy, or limit the functionality of the Portal, as well as any software, hardware, or telecommunications equipment owned by the Licensee Company or ATLAS associated with the Services, including software viruses, code, files, or programs.

The User is solely responsible for updating and maintaining the accuracy of the information related to their respective account on the Portal.

3. Política de Privacidade e Divulgação de Informações

ATLAS commits to keeping all registration data, including emails, access IP (Internet Protocol) addresses, and other personal or non-personal information necessary for the provision of services, protected and confidential.

The User hereby authorizes ATLAS, at its discretion, to preserve and store all data and information sent to the Portal, as well as all personal data of the users, including but not limited to email and IP addresses. The User also hereby authorizes ATLAS to disclose this data in case of legal requirements, requests from public authorities, or if reasonably necessary for (i) due legal process; (ii) enforcement of these Terms; (iii) responding to allegations of alleged violation of third-party rights and improper disclosure of third-party contact information, and (iv) protecting the rights of property or the safety of third parties, ATLAS itself, and other Users.

The use of the Portal implies the User's awareness and authorization for the collection, storage, and use of the provided information and its updates, traffic data, usage, IP address, among others.

The User hereby authorizes ATLAS to use the information and/or data provided and/or collected from the User: (i) to enforce what is provided in these Terms; (ii) to provide services to the User and/or the Licensee Company; (iii) when the data is necessary for the effectiveness, maintenance, and security of the Portal; (iv) in the offering of any new products and services; and (v) for sending communications and notifications via email, SMS, or WhatsApp registered by the User about the meetings, which will be sent directly by the organizations of which individual Users of Atlas AGM are part.

User data may also be used for other purposes of interest to ATLAS, as set forth in the Atlas Privacy Policy, such as, but not limited to, statistical analysis of platform data, identification of opportunities for product development and offers. In these cases, the data will be anonymized whenever possible and will not be shared with third parties. When applicable, we will request the user's consent for the processing of their personal data for various purposes.

ATLAS reserves the right to retain information for as long as it deems necessary and in accordance with legal requirements for the proper functioning of the Portal and compliance with legal and/or regulatory obligations, even after the closure of the User's account and registration and/or termination of the licensing agreement with the Licensee Company.

All other rules regarding privacy and personal data protection are set forth in the ATLAS Privacy Policy at https://welcome.atlasgov.com/en/privacy-policy/.

4. Proteção de Dados Pessoais do Portal e dos Serviços

In compliance with the applicable privacy and personal data protection laws in Brazil, especially the General Data Protection Law No. 13.709 of August 18, 2023 ("LGPD"), and in the countries where ATLAS operates, the Parties undertake to respect each other's privacy and the privacy of data and information. They commit to implementing organizational, technical, and security measures to protect and ensure the integrity and confidentiality of the information and personal data provided and possibly shared under these Terms of Use, except in cases where they are required by public authorities to disclose such information to third parties.

ATLAS reserves the right to process the personal data provided by Users for the exclusive purpose of ensuring the effective provision of services, compliance with legal and/or regulatory obligations, as well as for the purpose of preventing fraud, misuse of the Portal and its Services, resolving disputes between the Parties, and improving and potentially offering new products and services.

The personal data of the Parties will not be shared with third parties in any way, except within the strict limits of these Terms of Use, the Privacy Policy, and ATLAS's Policies for the effective provision of services.

Personal data will be stored by ATLAS, and Users and data subjects have the right to exercise their rights in accordance with the Privacy Policy and other ATLAS Policies.

All guidelines regarding the protection of personal data are set forth in the ATLAS Privacy Policy https://welcome.atlasgov.com/en/privacy-policy/, which the User acknowledges and agrees to. The User will only proceed with their registration after reading and understanding its terms.

5. Direitos de Propriedade Intelectual da Atlas Governance

ATLAS expressly declares that it owns all intellectual property rights related to the Portal and is not in any way prevented from providing the Services. ATLAS guarantees that all content made available on the Portal does not violate any third-party intellectual property rights.

The User acknowledges that ATLAS is the sole and legitimate owner of the Portal and the software Atlas GOV, Atlas AGM, Atlas Sign, and Atlas Insurance, as well as all usage rights related to them. These Terms of Use establish the conditions of use of the Portal and its Services by the User, Licensee, and other authorized individuals, and there is no transfer of intellectual property rights related to the Portal, its Services, and its content under any circumstances.

The Portal is protected by all applicable laws, including international copyright and intellectual property laws and treaties.

Under no circumstances will ATLAS provide the User and/or the Licensee Company with the source code and/or any other documentation related to the development of the Portal. The User may not use reverse engineering or any other means to identify the source code of the Portal or other information that would allow its reproduction. Such acts will be considered a violation of these Terms of Use, subject to specific enforcement to rectify the act, without prejudice to other penalties provided therein.

Intellectual property rights related to ATLAS's business, including trade secrets, patents, patent applications, know-how, trademarks, registered and unregistered, registered design, design rights, copyrights, database rights, domain names, trade names, and any similar protected rights in any country (together with the right to apply for any of the above, if applicable), as well as any modifications, updates, new versions, improvements, and derivative works thereof, are and shall remain the intellectual property of ATLAS.

The User shall not in any way copy, enhance, develop, create derivative works, disclose, or allow third parties access to, lend, rent, sell, assign, transfer, or alienate or use the Intellectual Property Rights for any purpose, under penalty of violation of copyright and industrial property rules provided, respectively, in Brazil under Law No. 9.610/1998 and Law No. 9.279/1996, as well as in international laws or treaties governing copyright and intellectual property protection. Penalties for violation of these Terms of Use shall apply, with the law most beneficial for the protection of ATLAS's intellectual property prevailing.

The obligation mentioned in this clause is total, definitive, irrevocable, and non-retractable, remaining in force indefinitely after the termination of these Terms of Use.

If you become aware of any infringement of Intellectual Property Rights by any third parties (including other Users), please contact ATLAS immediately at the email address [email protected].

6. Contato

ATLAS may contact the User through communications sent via the email address, SMS, or WhatsApp provided by the User during their registration for the purpose of disseminating notices related to their account, updates to these Terms of Use and/or the Privacy Policy, and for performing two-factor authentication.

The User can contact ATLAS through the email address [email protected] for any clarification regarding these terms of use.

7. Cancelamento do acesso ao Portal

ATLAS reserves the right to suspend or cancel Users' access to the Portal in the event of any behavior that does not comply with the conditions established in these Terms of Use and/or the licensing contracts.

In the event of access to the Portal being canceled, either due to termination of the licensing contract or at the User's request, ATLAS is released from maintaining the User's data in its database after a period of 30 (thirty) days. This exception applies to data that must necessarily remain in ATLAS's database due to legal, contractual, and/or regulatory obligations, without incurring any liability on the part of ATLAS.

8. Segurança

ATLAS commits to taking all organizational, technical, and security measures within its reach to provide a secure environment during the use and access to its Portal and Services.

In case of suspicious or unauthorized activity in the User's account or in case of loss of login and password, ATLAS must be immediately notified through the email address [email protected].

9. Garantia e Responsabilidade

The User understands that the Services are provided through the Portal "in the state they are in" and "as available," and ATLAS does not guarantee, under any circumstances, that: (a) the Services will meet the User's needs; (b) that access and use of the Portal and its Services will be uninterrupted or error-free; or (c) that the Portal will be compatible or work with any third-party hardware, software, applications, or services.

Except as otherwise provided by applicable law, ATLAS shall not be liable to Users for any special, incidental, unexpected, indirect, or consequential damages related to the use of our Services, unless expressly and demonstrably caused by fraud, fault, defect, omission, or negligence on the part of ATLAS, confirmed by a final court decision.

ATLAS shall also not be responsible for the deletion, modification, destruction, loss, or failure in the storage of User information entered or stored on the Portal.

10. Disposições Diversas

These Terms of Use represent all arrangements between the User, the Licensee Company, and ATLAS regarding the provision of the Services, and these rules revoke all previous agreements, conditions, warranties, contracts, and memoranda, whether oral or written, expressed or implied. These Terms of Use apply to the Portal and its Services, as well as to any new features or enhancements that may be introduced to it and/or its Services.

These Terms of Use are available in Portuguese https://welcome.atlasgov.com/termos-e-condicoes-de-uso/, English https://welcome.atlasgov.com/en/terms-and-conditions/, and Spanish https://welcome.atlasgov.com/es/terminos-y-condiciones-de-uso/ for informational purposes, and in the event of any inconsistency or conflict between the versions, the Portuguese version shall prevail.

In the event that any part of these Terms of Use is judicially declared null or unenforceable, all other provisions that have not been declared null or unenforceable shall remain in force.

These Terms may be modified by ATLAS from time to time for various reasons, with the assurance to the User that the latest updated version will always be available on the Portal.

Modifications to the Terms of Use will take effect on the date of publication on the Portal, and by continuing to use the Services, the User automatically agrees to and is subject to the new Terms.

By accepting these Terms of Use and accessing the Portal, the User declares acceptance of all conditions established herein, without limitation or reservation.

Any doubts or controversies arising from or related to these Terms of Use shall be resolved in the Court of São Paulo or in a previously agreed forum between the parties in the licensing contract.

If you do not agree, in whole or in part, with these Terms of Use, do not access or use our services.

For questions about these Terms, please contact us at [email protected].