This document regulates the use of and access to the StackSpot Platform, the stackspot.com website, and the content contained therein, for the purposes outlined in these Terms and Conditions. Acceptance of the conditions and clauses below is required for the use of the PLATFORM. The website content and the Platform are owned by ZUP I.T. SERVIÇOS EM TECNOLOGIA E INOVAÇÃO S/A, hereafter referred to as “ZUP”. ZUP may amend these Terms and Conditions at any time, and such amendments shall become effective immediately upon posting the updated version. You may view the updated version of the Terms and Conditions at any time at stackspot.com/terms The acceptance of these Terms and Conditions is confirmed by the CLIENT’s agreement by electronic means and by the confirmation of reading when during the CLIENT’S registration.
1.1. These Business Terms are an agreement between the ZUP entity as defined in section 16 (“ZUP”) and you (“Customer” or “You“) that governs your use of our Services (as defined below) available at stackspot.com by personal accounts ( the “Personal Accounts”).
1.2. By signing up to use the Services, you agree to be bound by these Terms and Conditions. You represent to us that you are lawfully able to enter into contracts and, if you are entering into these Terms and Conditions for an entity, that you have legal authority to bind that entity. These Terms and Conditions also refer to and incorporate the StackSpot EDP Documentation (the “StackSpot EDP Documentation”), the StackSpot AI Documentation (the “StackSpotAI Documentation”), the StackSpot Privacy Policy, and any other guidelines or policies we may provide in writing (the “StackSpot Policies”) and any ordering document signed by you and Zup, (collectively, the “Agreement”).
2.1. Use of Services. ZUP grants Customer a non-exclusive right to access and use the Services (described below and detailed on sections 4 and 5) during the Term of this Agreement.
2.2. StackSpot Platform (“Platform”or”StackSpot EDP”). It is an Enterprise Development Platform – EDP that is an innovative and efficient technology development solution for collaboration, standards creation, and technology reuse standards among technology developers. The Platform also enables Customer’s users to transact and interact among themselves as well as connecting their accounts with a cloud provider.
2.3. StackSpot AI (“StackSpot AI”). Within the Platform, ZUP makes available a service in which StackSpot applies artificial intelligence technology (the “AI”) to extract from Customer’s knowledge sources, made available in the Platform by the Customer (the “Knowledge Sources”), hiper-contextualized information in order to generate tailor made software codes. Moreover, it applies AI to support the developers on their daily tasks.
ZUP offers two options of Services licensing:
3.1. Personal Account(s) (“Personal Account”). Free account created at
stackspot.com by an individual, at least 18 years old, registered with a valid email in order to have the possibility of content consumption, production, publication and sharing, with other Platform users.
3.1.1.Customers who aim to start using the Services with a Personal Account shall create an account at stackspot.com that will grant access to both services: StackSpot Platform and StackSpot AI as described within these Terms and Conditions.
3.2. Enterprise Account(s) (“Enterprise Account”). Paid account created by a legal entity, registered with a corporate email, and in which the account administration has the ability to determine whether the access to the content produced, published, and shared by the Customer’s users on the Platform will be public or shared privately with specific users. Moreover, customers are able to hire other ZUP’s enterprise services, such as StackSpot Cloud Services.
3.2.1. These Terms and Conditions do not apply to this type of account. Customers who aim to start using the Services with an Enterprise Account should contact the StackSpot sales team by sending an email to: zac@zup.com.br.
3.3. Customer’s Account Information. Customers must provide accurate and up to-date account information. The Customer is responsible for all activities that occur under its account, including the activities of any user (each, an “User”) who is provisioned with access under your account. Customers may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to Customer’s account. The Customer will promptly notify ZUP if you become aware of any unauthorized access to or use of its account or our Services. Customer is aware that ZUP may require additional information or data validation to create and maintain Customer’s account.
3.4. Account Creation Responsibility. The Customer will hold sole responsibility for the information provided upon registration, as well as for any consequences arising from incorrect, false, or inaccurate information.
4.1. The Customer acknowledges and agrees that, notwithstanding the other provisions of these Terms and Conditions and the StackSpot EDP Documentation, the provisions of Section 4 shall specifically apply to StackSpot Platform.
4.2. Cloud Providers. To enhance Customer’s experience, the Platform enables Customers to embed its accounts with Customer’s ongoing cloud providers accounts. In case the Customer chooses to do so, it will be fully responsible for granting Zup any needed information regarding the cloud provider account in order to embed both accounts; ZUP’s and cloud providers, but Zup will not be liable for any configuration or integration failures.
4.3. Customer Content. Customer acknowledges that ZUP may turn Customer’s Content created within the StackSpot EDP with a Personal Account publicly available for all Platform users and, in no circumstances, ZUP will be held responsible for Customer’s Content.
5.1. The Customer acknowledges and agrees that, notwithstanding the other provisions of these Terms and Conditions and StackSpot AI Documentation, the provisions of Section 5 shall specifically apply to StackSpot AI.
5.2. Artificial Intelligence Use. Customer acknowledges and agrees that StackSpotAI uses Artificial Intelligence services embedded on the service and understands that the Customer is solely responsible for all use of the Outputs and evaluating the Output for accuracy and appropriateness for your use case, including by utilizing human review as appropriate.
5.3. Customer Content. Customer Content also encompasses Customer’s input to the service (“Input”), and the output (“Output”) received from it. As between Customer and ZUP, and to the extent permitted by applicable law, Customer (a) retains all ownership rights in Input and (b) owns all Output. Zup hereby assign to you all our rights, title, and interest, if any, in and to Output.
5.4. Input and Output Responsibility. The customer is responsible for all Input and represents and warrants that have all rights, licenses, and permissions required to provide Input to the StackSpotAI service.
5.5. Monthly Token limitation per Account. StackSpotAI works with AI token consumption and some monthly usage limitations shall apply to Personal Accounts as the following: 2,000,000 tokens (it considers the embedding, Input and Output tokens).
5.6. Additional Restrictions. In addition to Section 6, the following restriction shall also apply to Customer’s use of StackSpotAI: (i) send ZUP any personal information of children under 13 or the applicable age of digital consent or allow minors to use our Services without consent from their parent or guardian, (ii) use Output to develop any artificial intelligence models that compete with our products and services. However, you can use Output to (i) develop artificial intelligence models primarily intended to categorize, classify, or organize data (e.g., embeddings or classifiers), as long as such models are not distributed or made commercially available to third parties and (ii) fine tune models provided as part of our Services.
6.1. ZUP owns all rights, title, and interest in and to the Services. Customers only receive rights to use the Services as explicitly granted in this Agreement. Customer will not, and will not permit users to: (i) use the Services, ZUP’s Content or Customer’s Content in a manner that violates any applicable laws or ZUP’s Policies, (ii) use the Services, ZUP’s Content or Customer’s Content in a manner that infringes, misappropriates, or otherwise violates any third party’s rights (iii) reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the Services, algorithms, and systems of the Services (except to the extent these restrictions are contrary to applicable law). (iv) use any method to extract data from the Services other than as permitted in this Agreement. (v) inappropriate use of ZUP’s Content or Services, including any violation of trademark rights, copyright, or other intellectual property rights. (vi) distribute, reproduce, modify, sell, have, rent, store, transfer, reverse engineer, allow access to, or use ZUP’s Content or Services in any other way than specified in these Terms and Conditions.
7.1. ZUP’s Content. Means any data, material or any other type of non-personalized content information made available by ZUP to its Customers within the Services provision, including but not limited to: visual interfaces, stacks, plugins, text, 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.
7.1.1.Customer’s use of ZUP’s Content. ZUP’s Content shall be used by the
Customer in the exact terms of these Terms and Conditions to enable developers to accelerate their software production by optimizing their development process. The Customer agrees not to perform any act or omission that violates the intellectual property rights over ZUP’s Content. The Customer recognizes that ZUP’s Content should not be used as a source for conducting business or making investment decisions. The use of the ZUP’s Content or the Services for decision-making purposes by the Customer is its exclusive responsibility.
7.2. Customer’s Content. Customers may create, publish, or make available information, including stacks, plugins, text, written material and knowledge sources, to be used by its users and retain all ownership rights related to it and are solely responsible for the content created by its users.
7.2.1. ZUP shall not be liable for any copyright breach resulting from information, documents and content published by the Customer on the Platform,
although ZUP undertakes to remove such content as soon as it receives formal notice of the violation and analyzes the report.
7.3. Third Parties Content. Third parties, including other Customers, may offer products, services, or content through the Services (“Third Party Offering”). If you elect, in your sole discretion, to access or use a Third Party Offering, your access and use of the Third-Party Offering is subject to Third Party Terms and Conditions and Policies, not being Zup responsible for these services.
8.1. ZUP’S Intellectual Property. Means any and all ZUP’s rights 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 related to the Services protected by applicable laws.
8.1.1. All improvements, enhancements, corrections, translations, amendments, new versions, or derivative works, among others that modify or change ZUP’s Intellectual Property will remain Zup’s Intellectual Property.
8.2. ZUP may use Customer’s Content and evaluate Customer’s usage of the Services aimed at developing and improving the Services.
8.3. Feedback. If you provide us with feedback regarding the Services (“Feedback”), you grant us the right to use and exploit Feedback without restriction or compensation.
9.1. Confidential information. Means all ZUP’s 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 Customer might have direct access and knowledge, or that might be entrusted to them during and due to the use of the Services. 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 Customer on the Platform; and (iii) has been or is independently developed by Customers.
9.2. The Customer will not publish, disclose, or use Confidential Information 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.
10.1. If as a result of using the Services the parties access, collect, store and/or request personal data from third parties, they shall comply with all applicable data privacy laws, including the Brazilian General Data Protection Act (Lei Geral de Proteção de Dados – “LGPD”) and the General Data Protection Regulation (“GDPR”) as applicable, and shall be treated following the StackSpot’s Privacy Policy.
10.2. 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.
11.1. Term. The term of this Agreement will commence upon the earlier of your online acceptance of these Terms and Conditions or the date you first use the Services and will remain in effect until terminated pursuant to this Section 11 (“Term”).
11.2. Termination by Customer. The Customer may stop using the Services at any time.
11.3. Termination by ZUP. ZUP may, at its sole discretion, delete or change any Service’s features,remove any ZUP’s Content available on the Platform, change or add accounts types, descriptions or deliverables, as well as terminate the Services provision. ZUP may terminate this Agreement upon written notice if (i) Customer materially breaches this Agreement or (b) if the other party ceases its business operations or becomes subject to insolvency proceedings.
11.4. Service Suspension. We may suspend Customer’s or any user’s access to the Services or terminate this Agreement: (i) if required to do so by law; (ii) to prevent a security risk or other credible risk of harm or liability to ZUP, the Services, or any third party; or (iii) for repeated or material violations of the ZUP Policies. (iv) temporarily suspend the Services, in whole or in part, for emergency repairs, maintenance, or improvements, (v) temporarily suspend the Services, in whole or in part, for scheduled support or maintenance or updates.
11.5. Effect of Termination. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, intellectual property rights, privacy, and disclaimers. Upon termination of this Agreement, ZUP will delete all Customer Content from its systems within 30 days, unless ZUP is legally required to retain it.
12.1. Warranties. The Services are provided “as is.” except to the extent prohibited by law, we, our affiliates and licensors make no warranties (express, implied, statutory or otherwise) with respect to the Services, and disclaim all warranties including but not limited to warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, and quiet enjoyment, and any warranties arising out of any course of dealing or trade usage.
12.2. Disclaimer. Despite anything to the contrary, we make no representations or warranties (a) that use of the Services will be uninterrupted, error free, or secure, (b) that defects will be corrected, (c) that Customer Content will be accurate, or (d) with respect to Third Party Offerings.
13.1. ZUP’s Responsibilities. ZUP does not have any Indemnify responsibility related to Customer’s account usage, content, or access.
13.2. Client’s Responsibilities. Customer agrees to indemnify, defend, and hold ZUP harmless against any liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third-party claim related to Customer’s Content or usage of the Services
15.1. Publicity. Customer hereby authorizes ZUP to disclose on its website and marketing materials the fact that Customer uses the Services. This authorization also includes the possibility of using Customer’s brand and other distinctive signs.
15.2. Notices. Any notice, request, communication, or interpellation related to these terms shall be made written by e-mail, to comunicacao@stackspot.com.
15.3. Entire Agreement. This Agreement is the entire agreement between Customer and ZUP with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, whether written or oral.
15.4. Subcontractors. ZUP may freely subcontract any portion of the Services to third-party subcontractors without prior authorization from Customers.
15.5. Assignment and Delegation. ZUP may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.
15.6. Waiver and Severability. If the Customer does not comply with these Terms, and ZUP does not take action right away, this does not mean ZUP is giving up any of our rights. If any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible, and it will not affect the enforceability of any other terms.
15.7. Export Controls. The Services may not be used in or for the benefit of, exported, or re-ported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). Customer represents and warrants that it is not located in any Embargoed Countries and not on any such restricted party lists. Customers must comply with all applicable laws related to Embargoed Countries or Restricted Party.
16.1. The ZUP entity doing business with Customer as part of this Agreement, as well as the applicable law and jurisdiction to settle any doubts or controversies arising from this Agreement to the exclusion of any other, regardless of how honored it may be, are the ones established bellow:
| Customer Location | Zup Entity | Law and Jurisdiction |
| Brazil | ZUP I.T. SERVIÇOS EM TECNOLOGIA E INOVAÇÃO S/A | Brazilian laws and jurisdiction of Courts of the city of Uberlândi /MG |
| United States of America and any other countries | ZUP INNOVATION CORP | Laws and jurisdiction of the State of New York |
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