STACKSPOT Terms and Conditions of Use ("Terms and Conditions")

1.1 As used within the contract, the following terms have the meanings set forth below:

ACCOUNT(S): PERSONAL AND ENTERPRISE ACCOUNT(S)created after CLIENT’S registration on the PLATFORM.

ACTIONS: It is the automated execution of software.

ADMINISTRATOR: Role assigned to an USER who has the responsibility of configuring the PLATFORM, managing the CLIENT’S users and the existing content in the CLIENT’S ACCOUNT.

APPLICATION (APP): Product or product module that implements some feature.

CLIENT: Any person, natural or legal, that registers on the PLATFORM.

CONFIDENTIAL INFORMATION: all written, verbal, or otherwise presented information, tangible or intangible, and may include, but is not limited to: know-how, techniques, designs, specifications, drawings, copies, diagrams, formulas, models, samples, flow charts, sketches, photographs, blueprints, computer programs, disks, diskettes, tapes, contracts, business plans, processes, designs, product concepts, idea samples, customers, resellers and/or distributors names, prices and costs, definitions and marketing information, inventions and ideas, other technical, financial or commercial information, among others, to which the CLIENT might have direct access and knowledge, or that might be entrusted to them during and due to the use of this Platform. It will not be considered "Confidential Information" the information that (i) is already in the public domain at the time it is disclosed; (ii) is publicly available to CLIENTS on the PLATFORM; and (iii) has been or is independently developed by CLIENTS.

CONTENT: Any data, material, and information in ready-made and non-personalized content accessed through the PLATFORM, including visual interfaces, STACKS, PLUGINS, text and written material, videos and other audiovisual works, pictorial work, such as images, photographs, graphs, figures, illustrations and designs, audio recordings and musical compositions, compilations, reports, and any other artwork.

CREATORS: Those responsible for the creation and use of PLUGINS/APP/ENV within the STK CLI. They are the ones who design and create STACKS for software development and publish the PLUGINS, that can be used by STUDIOS, on these STACKS. Also, they are responsible for creating WORKSPACES and product software on the PLATFORM

ENVIRONMENT (ENV): Set of resources and settings shared among one or more apps.

ENTERPRISE ACCOUNT(S): ACCOUNT created by a legal entity, registered with a corporate email, and in which the ADMINISTRATOR have the ability to determine whether the access to the content produced, published, and shared by the CLIENT’S USERS on the PLATFORM will be public or shared privately with specific USERS.

INFRASTRUCTURE: These are computer resources (hardware and software) or cloud services that are hosted or made available in the CLIENT’S cloud provider.

INTELLECTUAL PROPERTY: any and all rights of ZUP related to patents, utility model, industrial design, copyright, trademark, trade dress, rights in new creations, trade secrets, software, integrated circuits, domain names and all other rights related to copyright, industrial property and exclusivity rights in intangibles of any kind, in any jurisdiction (as well as any application for registration), including inventions, externalized idea, externalized concept, discovery, development, research, technology, intellectual work, trade secret, software and/or its source-code and object-code, firmware, content, audiovisual material, tools, processes techniques, know-how or technical knowledge, data, plans, devices, apparatus, specifications, drawings, prototypes, circuits, layout, new inventions, algorithms, programs, codes, documentation or any other material or information, tangible or intangible, whether protected or not as patent, copyright trademarks or otherwise protected (including all versions, modifications, improvements and derivative work of every invention, discovery, improvement, process, software, utility model, artwork and other works protected by copyright, industrial design and/or trademark, in particular, but not limited to, the intangible objects protected the folllowing Brazilian Laws: Law 9.279, of May 14, 1996 (Industrial Property Law), Law 9.609 (Computer Program Intellectual Property Law) and Law 9.610, of February 19, 1998 (Copyright Law).

PERSONAL ACCOUNT(S): ACCOUNT created by an individual registered with a personal email and with the content produced, published, and shared by the CLIENT on the PLATFORM being mandatory shared with other USERS of the PLATFORM for free.

LINK(S): Content that allows the CLIENT to add shortcuts of system pages or relevant tools for them.

PLUGINS: Extensions that add new features to a software STACK throughout the application lifecycle that can be published by the CREATORS. These extensions can be: (i) applications that add a capability to a software project, or (ii) infrastructure that allows the CLIENT to create INFRASTRUCTURE in their cloud provider via code.

PROFILE(S): These are the access profiles of the PLATFORM: ADMINISTRATOR, CREATOR, and USER.

STACKS: Set of technological decisions and standards to solve a specific problem, including, but not limited to language, architecture, libraries, settings, and infrastructure components. STACKS can be public or private.

STACKSPOT PLATFORM OR PLATFORM: Product owned by ZUP, which has features to enable the packaging, organization, and distribution of STACKS and PLUGINS by CREATORSs and STUDIOS in order to optimize the software development process.

STARTERT: A STACK’s predefined PLUGINS set.

STUDIOS: Groups of CREATORS with a specific goal and a particular development style. They have a target audience and a roadmap aligned with their objectives. They may be public or private, and each STUDIO may have one or more STACKS published on STACKSPOT.

STK CLI: Command-line interface created by STACKSPOT. It is the tool where CREATORS and USERS work and execute the features available on the PLATFORM, such as adding STACKS and PLUGINS.

USER: The person or organization that uses the STACKS produced and published by the CREATORS.

WORKSPACE: It is an entity used by the CLIENT to group applications created in their ACCOUNT with the objective of organizing it and facilitating the work of the USERS.

2.1. The PLATFORM was created and developed from the idea of collaboration, standards creation, and technology reuse standards. ZUP aims to bring innovative solutions and efficiency to development professionals through the development of technology.

2.2. The PLATFORM is divided into three contexts: (i) ACCOUNT, where ADMINISTRATORS act, (ii) WORKSPACE, where CREATORS act and (iii) STUDIO, where USERS act.

2.3. Each of the PROFILES will have the following responsibilities:

(i) ADMINISTRATORS will manage the CREATOR’S content creation and establish, if wanted , that USERS of a STACK follow a mandatory order and settings for PLUGINS, ACTIONS, and LINKS;

(ii) CREATORS will perform code creation and standardization, advances in packaging, distribution of STACKS within their organization, as well as the production and publication of software;

(iii) USERS will choose STACKs created by CREATORS through the STK CLI (Command Line Interface) to create applications.

2.4. The PLATFORM enables CLIENTS to transact among themselves as well as connecting their ACCOUNTS with their respective cloud providers, as detailed in the DOCUMENTATION. By acquiring access and using the PLATFORM, USERS and CREATORS are exclusively responsible for the respective contents and destinations, in such a way that ZUP is not and does not become a party, intervener or guarantor of any relationship between USERS, CREATORS and third parties, and does not act as an agent or distributor of products.

2.5 The STACKS and PLUGINS made available on the PLATFORM are exclusively provided by the CREATORS. ZUP just provides the software that makes these items available to the USERS. Accordingly, ZUP shall not be liable for the results and their suitability to CREATORS’ and USERS’ objectives.

2.6 Due to the particularities of the cloud environment, ZUP cannot guarantee that the PLATFORM will be available and accessible uninterruptedly and may restrict the availability of the PLATFORM or certain areas or resources related to it, if necessary, considering the capacity limits, security or integrity of its servers, as well as to perform maintenance or improvement measures of its services. In such situations, ZUP’s liability shall be excluded, including in the circumstances described in article 393 of the Brazilian Civil Code. ZUP shall not be liable for any loss of opportunities or damages that any temporary unavailability may cause to the CLIENTS.

2.7 The PLATFORM and/or the CONTENTS are licensed on an "As-Is" basis and may be modified, replaced, or removed by ZUP at any time without previous notice. Likewise, ZUP may, at any time, discontinue and/or terminate the use of the PLATFORM.

2.8 All data is protected under the Brazilian General Data Protection Act (Lei Geral de Proteção de Dados), and by registering on the PLATFORM, the CLIENT fully agrees with the data gathering, according to the aforementioned law and the PLATFORM’s Privacy Policy.

3.1. Individuals wishing to register as USERS must be at least 18 years of age or emancipated. Therefore, according to the Brazilian legal system, they are capable of civil rights and duties. Hence, whoever accepts the Terms and Conditions declare themselves fully capable (as the term is stated in the Brazilian Civil Code). Furthermore, in the case of a legal person, the respective legal representative declares themselves as able to regularly bind the legal person to the PLATFORM, once they have already obtained all corporate authorizations for such, under personal liability with indemnification for losses and damages to be judicially ascertained.

3.2 The CLIENT must fill in accurately the data required for registration on the PLATFORM, providing the requested information with the strictest veracity and good faith. The information provided must be sufficient to enable the ACCOUNTholder’s identification. Otherwise, if false or missing information is found, the registration may be suspended or canceled by ZUP. For all purposes, by accepting the Terms and Conditions, ZUP may refuse registration that lacks credible information, as well as may request, at any time, additional data validation of the information provided.

3.3 By agreeing with the Terms and Conditions, the CLIENT recognizes that it hold sole responsibility for the information provided upon registration, as well as that it is also responsible for any consequences arising from incorrect, false, or inaccurate information.

3.4. The CLIENT is solely responsible for the access data and all the activities in itsACCOUNT. Consequently, ZUP cannot be held liable for damages of any nature arising from the use of the ACCOUNT by the CLIENT or by third parties that may use it or caused by third party software or programs used by the CLIENT in conjunction or in connection with the PLATFORM. It is the CLIENT’s responsibility to keep their ACCOUNT login and password confidential. Since these data are personal and non-transferable, the CLIENT may not share them with third parties. These pieces of information cannot be shared with other CLIENTS of the PLATFORM, nor with CREATORS or USERS. In addition, no ZUP representative or agent is authorized to demand a password or login information from any CLIENT.. If any data essential for the ACCOUNT access and use is found to be stolen or lost, allowing its use by third parties, including anyone other than the ACCOUNT holder, the CLIENT shall immediately notify ZUP so that the appropriate security measures are taken as applicable.

3.5. ZUP shall have the right to suspend, in whole or in part, CLIENT’s access to the PLATFORM and its contents if ZUP has reasons to believe that CLIENT is not respecting the provisions of these Terms and Conditions of Use until the non-compliance is proven to be rectified in ZUP’s satisfaction.

3.6. ZUP shall not be liable for providing technical support to the user concerning any hardware, including peripherals, software, products, or services used by CLIENT to access the PLATFORM.

3.7. Occasionally, ZUP may:

(i) temporarily suspend the PLATFORM, in whole or in part, for emergency repairs, maintenance, or improvements, without any notification;

(ii) temporarily suspend the PLATFORM or the PLATFORM in whole or in part for scheduled support or maintenance, upon prior notice and notification of such suspensions; and/or

(iii) alter the technical specification of the PLATFORM or the PLATFORM for operational reasons or any other motive, since there is no material interference in the PLATFORM’s operation.

4.1. All intellectual property rights over the PLATFORM and over the CONTENT on the PLATFORM are reserved to ZUP, none of such rights are assigned or transferred to USER or CLIENT, in whole or in part. The CLIENT agrees not to perform any act or omission that violates the intellectual property rights over the content, whether of ZUP, its content providers, or the respective right holders, including but not limited to the misappropriation or unauthorized appropriation of the content, in whole or in part.

4.2. The Content made available shall be used in the exact terms of these Terms and Conditions, in other words, to enable developers and large enterprises to accelerate their software production by optimizing their development process.

4.3 ZUP makes no warranties about the CONTENT made available on the PLATFORM and has no liability concerning such CONTENT, including, but not limited to warranties of ownership, merchantability, or suitability for any particular purpose. The use of content is permitted only as described in these Terms and Conditions.

4.4 ZUP allows the CREATORS to publish or make content and information available, in the PLATFORM, this content shall be the property of the CREATORS, and may have its own Terms and Conditions of Use, which shall be respected and observed by the CLIENT. The CREATORS are solely responsible for all the content that they develop and make available on the PLATFORM, including for solving any problems in or arising from it.

4.5 Certain licensed content from third parties may be subject to additional procedures and rules, which shall be flagged by the CREATOR. The PLATFORM may contain links to third-party websites and applications. This does not imply that ZUP is responsible for their content, accuracy, policies, practices, or opinions, being the third party solely responsible for the content.

4.6. All website CONTENT is protected by applicable trademarks, service marks, copyrights, and other ZUP’Sintellectual property rights and its use, copy, transmission, sale, assignment, or resale shall happen following the Brazilian law. ZUP shall have all its rights secured and shall not allow the copy or use in any way or manner other than as described in these Terms and Conditions, the use beyond these Terms shall be subject to ZUP’s prior and express written consent.

4.7. The CLIENT undertakes not to make any inappropriate use of the CONTENT, including any violation of trademark rights, copyright, or other intellectual property rights contained in the CONTENT.

4.8. The CLIENT must not use the PLATFORM for any illegal, unethical, fraudulent, misleading, or objectionable purposes, or in disagreement with the legislation, regulation, or Contract.

4.9 The CLIENT is forbidden to: distribute, reproduce, modify, sell, have, rent, store, transfer, reverse engineer, allow access to, or use the content in any other way than specified in these Terms and Conditions.

5.1. The CLIENT recognizes that the CONTENT should not be used as a source for conducting business or making investment decisions. The use of the CONTENT and the PLATFORM or any part of it for decision-making by the CLIENT will be their exclusive responsibility.

5.2 The documents, information, images, and graphics published by ZUP in the PLATFORM may contain technical inaccuracies or typographical errors. In no circumstance shall ZUP be liable for any direct or indirect damage resulting from the impossibility of use, loss of data or profits, resulting from access to and performance of the PLATFORM, services offered, or information on the PLATFORM. Access to the services, CONTENT, information, and facilities contained on the PLATFORM does not guarantee their quality.

5.3 The CONTENTS are made available on the PLATFORM without any explicit or implicit guarantee of commercialization or suitability for any specific purpose. In no circumstance shall ZUP or its employees be liable for any damages, including lost profits, business interruption, or loss of information that result from the use or inability to use the CONTENTS. ZUP does not warrant the accuracy or completeness of the information, text, graphics, links, and other items in the CONTENTS.

5.4 ZUP shall not be liable for the content of the STACKS, ACTIONS, PLUGINS, and information published on the PLATFORM, as such texts are written by third parties and do not necessarily reflect ZUP’s opinion.

5.5. ZUP will not be responsible for any ACCOUNT configuration or failure in integrating and automating the PLATFORM with the CLIENT’s cloud provider, if the CLIENT chooses to do so.

5.6 ZUP shall not be liable for any copyright breach resulting from information, documents and content published by the CLIENT on the PLATFORM, although ZUP undertakes to remove such content as soon as it receives formal notice of the violation and analyzes the report. ZUP may hear the defendant, at its sole discretion, if it deems that there are not enough elements to justify the immediate suspension of the content.

5.7 Considering that the PLATFORM is not the creator of the content produced and published by the CREATORS and that there is no previous control over the content, ZUP, under the terms of the applicable legislation, is not responsible for the content published, nor for the damages eventually caused by them.

5.9. ZUP is not responsible for the quality of the content made available by CREATORS, but it recommends that the CREATORS value the quality of what they provide on the PLATFORM.

5.10. The CLIENT acknowledges the existence of specific risks linked to the transmission of information by electronic, online, and similar means, and that ZUP shall not be liable for the loss or corruption of information in the transmission by such means.

6.1. The price and payment method for the use of the PLATFORM and its services will be informed by ZUP to the CLIENT prior to the creation of the ACCOUNT.

7.1 ZUP may rent or sell advertising spaces on the PLATFORM or Website directly to advertisers or through specialized companies.

7.2 All advertisements on the Website or PLATFORM will be highlighted as such, as a disclaimer by ZUP and for the CLIENT’s knowledge.

7.3 These ads may be selected by the advertising company automatically, according to the CLIENT’s recent visits, as well as based on their search history, according to the platform access policies.

8.1 All ZUP’s Intellectual Property, including the STACKSPOT Software, is ZUP’s and its partners’ or suppliers’ exclusive ownership, including any improvements, enhancements, corrections, translations, amendments, new versions, or derivative works, among others that modify or change it.

8.2 The CLIENTS undertake not to unduly use any ZUP’S INTELLECTUAL PROPERTY, such as but not limited to the corporate name, domain names, establishment titles, deposited or registered trademarks, as well as any other distinctive signs of the other party, including but not limited to drawings or signs registrable or not and visual aspects of the platform, without the prior written authorization of the party involved, which may be general for the listed acts. It is forbidden for any CLIENT to use INTELLECTUAL PROPERTY without permission. If any violation of ZUP’s Intellectual Property is found, the CLIENT agrees to indemnify ZUP for the damages caused.

8.3 Any authorization issued for the use of ZUP’s INTELLECTUAL PROPERTY will be precariously granted, always in writing and exclusively for the purpose stated.

9.1. The CLIENT will keep in secrecy the CONFIDENTIAL INFORMATION obtained during the term of this agreement and will not publish, disclose, or use it for purposes other than to comply with the obligations established in these Terms and Conditions for a period of five (5) years after the expiration or termination of this contract. The non-compliance with the terms of this clause will subject the CLIENT to compensation for the losses and damages caused to ZUP.

10.1 ZUP may, at its sole discretion, terminate the availability of any features offered on the PLATFORM and remove any content posted on the PLATFORM if these Terms and Conditions are violated. ZUP may also restrict the CLIENT’s access to any part, or all services offered by the PLATFORM, at any time, with or without prior notice, in case of breach of the Terms and Conditions or of damage to ZUP’s image.

10.2 The CLIENT may stop using the PLATFORM at any time, thereby, they must remove all their content, and take responsibility for delivering CONTENT previously purchased. In addition, the CLIENT should perform their unregistration as CREATOR and/or USER of ZUP.

11.1 If, as a result of using the PLATFORM, the parties’ access, collect, store and/or request personal data from third parties, they shall comply with all applicable data privacy laws, the Brazilian General Data Protection Act (Lei Geral de Proteção de Dados - "LGPD") and the General Data Protection Regulation ("GDPR"), and shall be treated following the PLATFORM’s Data Privacy Policy. The access, collection, storage, and/or request of data will be the exclusive responsibility of the Party that does so, and they shall take the necessary measures to protect the confidentiality of the data and its exclusive use for the purposes expressly communicated to the holder of the personal data.

12.2 Only the change of address, physical or electronic (e-mail), made by CLIENT in its dashboard records shall be effective against ZUP.

12.3 ZUP is authorized to disclose on its website and in its marketing materials that it has a business relationship with the CLIENT. This permission includes the possibility of using the CLIENT’s brand and other distinctive signs.

12.4 The inexistence, invalidity, or ineffectiveness of any provisions of these Terms of Use will not harm others. If any provision is invalidated, in whole or in part, the terms will be considered modified only to the extent of the non-existent, invalid, or ineffective provision to maintain the integrity of these Terms of Use and to, as far as possible, preserve the original intention of the Parties.

13.1 These Terms of Use are ruled by Brazilian laws and the parties elect the Courts of the city of Uberlândia/MG to settle any doubts or controversies arising from these Terms of Use to the exclusion of any other, regardless of how honored it may be.