Platform | Terms of use for the platform

TERMS OF USE FOR TOTVS FLUIG
^{Updated on: 09/13/2023}

The TOTVS FLUIG platform, as defined below, and all its content are the exclusive property of TOTVS S.A., a private legal entity, registered in the National Registry of Legal Entities [CNPJ/MF] under No. 53.113.791/0001-22, headquartered at Avenida Braz Leme, nº 1.000, São Paulo - SP, CEP 02511-010, and its affiliates ("TOTVS").

The purpose of these Terms of Use of TOTVS FLUIG ("Terms") is to regulate the conditions of access to and use of the Platform by customers who purchase the services (including all users authorized by them, referred to as "Users"), subject to the conditions set forth below.

By using the Platform you agree to the provisions of these Terms and declare that you have the authorization to use the Client Software and the necessary capacity to be bound by these terms.

1. DEFINITIONS

In this document, the following terms will be used with their respective meanings:

• TOTVS fluig or PLATFORM is an online solution for productivity management and collaboration;

• User – An individual who has been identified as the user of the solution;

• Visitor – Identifiable individual using the solution in an unauthenticated way;

• Client – Individual or legal entity that acquires the solution and is registered as such in TOTVS' systems;

• Login – Authentication – The act of connecting to the system by entering the User's personal password;

• Browser – Software used to browse the internet. Browser examples - Google Chrome, Internet Explorer, Mozilla Firefox, etc.; and

• Agreement – together with the business proposal which is subject to the TOTVS General Contracting Terms and the Annex - Specific Conditions of Software Use.

2. GENERAL INFORMATION:

2.1. BY FORMALIZING ACCEPTANCE OF THESE TERMS, THE USER AND ANY THIRD PARTY INVOLVED DECLARE TO BE IN FULL AGREEMENT AND TOTAL AND UNRESTRICTED ACCEPTANCE OF THESE TERMS, WITHOUT ANY RESERVATION. USE OF THE PLATFORM WILL ALSO BE UNDERSTOOD AS THE USER'S EXPRESS CONSENT TO THE COLLECTION AND STORAGE OF DATA IN ACCORDANCE WITH THE PRIVACY STATEMENT AVAILABLE AT https://www.totvs.com/wp-content/uploads/2023/08/DECLARACAO-DE-PRIVACIDADE-TOTVS.pdf ANYONE WHO DOES NOT AGREE TO THESE TERMS MAY NOT USE THE PLATFORM.

3. PRODUCT AND USER-SPECIFIC PROVISIONS

3.1. TOTVS FLUIG is a platform developed by TOTVS with high integration and scalability potential. The Platform has the potential to centralize ERP data, unifying access and facilitating process management.

3.2. The User must provide, on their own initiative and at their own cost, Internet access, software, valid digital certificates and other equipment necessary for the use of the Platform.

3.3. Requirements for using Fluig:

3.3.1. In order to access and use TOTVS fluig, the User must be registered on the Platform in order to be identified by TOTVS ("Account").

3.3.2. By using TOTVS FLUIG, the User declares:

• • To be over eighteen (18) years of age and fully capable of exercising all acts of civil life;
  • To have no legal restrictions or any other impediment to the use of the Platform;
  • That the information provided is true, current, and accurate;
  • To be duly authorized to access the feature and the contents contained therein;
  • That they do not use third-party or false access credentials or impersonate someone else;
  • That they use secure, reliable and unobstructed devices, software, and channels to access the Platform.

3.4. User Responsibility:

By using TOTVS FLUIG, the User declares that: (i) They acknowledge that the functionalities of TOTVS FLUIG cannot be used to carry out illegal activities and will only use the solution for lawful purposes and as provided for in these Terms and Agreement; (2) They authorize the TOTVS product, support and development team to have access to the data made available on the platform in order to carry out maintenance, adjustments, or assistance to correct defects or clarify questions about the User's operation; (3) They are responsible, directly or regressively, solely and exclusively, for all damages, losses, indemnities, fines, judicial, arbitration and administrative convictions and any other expenses arising from actions or omissions of them or their collaborators in the use of the Platform caused both to TOTVS and to third parties, exempting TOTVS from any and all liability; and (4) They are solely responsible for their access credentials (user and password) and will be responsible for all acts performed with them. It is therefore the User's duty to ensure the safekeeping and confidentiality of their password. TOTVS shall not be liable for any loss resulting from the improper use of the User's credentials by third parties.

4. TOTVS RESPONSIBILITY

4.1. TOTVS undertakes to use its best efforts within technical and economic reasonableness, to keep the solution uninterruptedly available to Users, making scheduled stops for maintenance outside business hours. However, there may be situations beyond the reasonable control of TOTVS that may unforeseenly determine the suspension of the availability of the solution, such as unforeseeable circumstances or force majeure, thus exempting TOTVS from liability for any unavailability of the services provided by the solution or its access.

4.2. TOTVS has no obligation to carry out prior control or moderation of the User's content disclosed through the Platform for any purposes or means: (i) illegal, defamatory, discriminatory, offensive, obscene, injurious, slanderous, violent, or of harassment, threat, hatred, or use of false identity; (ii) whose content is illegal or in violation of morals, good customs, or public order.

However, TOTVS reserves the right to suspend or block the User's content or account in the event of conduct contrary to the provisions of these Terms of Use, or that causes damage, harm, offense, or violation of the rights of TOTVS and/or third parties.

5. CHANGES TO THESE TERMS OF USE

TOTVS may revise these Terms whenever it deems relevant to reflect adjustments and changes to the law or the services offered. TOTVS will publish the revised terms in the solution with the date of the last update..

Any changes will not entail any additional obligations or responsibilities, but will merely consist of adjustments and adaptations to the legislation in force, with the aim of maintaining compliance and adequacy with the terms of use.

6. ADDITIONAL INFORMATION

All data sent via the Platform may be encrypted at the Client's discretion.

Data can be stored on the Client's environment or by TOTVS, depending on how FLUIG is acquired, according to the Agreement.

The obligations of the parties as data processors are specified in the Privacy Statement.

7. USE OF COOKIES

FLUIG stores information using its own or third-party Cookies, for example, to optimize integration between modules and store the last active menu during user navigation.

For more information on the use of Cookies, refer to the Privacy Statement for TOTVS Products and the Cookies Policy.

8. GENERAL PROVISIONS

8.1. Intellectual Property

TOTVS is the sole owner of all intellectual property rights related to the Services, their source code, modules, packages, operating structure, business model, algorithms, trade dress, look and feel, technical documentation, and all information relating to their use and operation, material models, documentation, reports, tables, data compilations, manuals, and other elements resulting directly from the delivery of the Services ("Platform Intellectual Property").

Nothing in these Terms shall be deemed to be a definitive transfer or assignment of any intellectual property right, it being understood that the User shall only be permitted to use the Platform's Intellectual Property while complying with these Terms of Use..

TOTVS guarantees that it is the owner of the proprietary technology and of the tools authorized for the execution of these Terms, or, when it is not, that it holds the appropriate authorizations for the use of said tools.

The Platform's database and the data it contains, whether raw or processed, are its exclusive property, and the Platform has all intellectual property rights over them.

8.2. Jurisdiction

These Terms and Conditions shall be governed by the laws of the Federative Republic of Brazil.

The Parties elect the jurisdiction of the District of the Capital of São Paulo as the sole competent jurisdiction to settle any disputes arising from these Terms, without prejudice to any other jurisdiction, however privileged it may be or become, if they are unable to resolve the matter amicably.

8.3. Term and Termination

These Terms are in force for an indefinite period, starting on the date of the User's electronic acceptance.

TOTVS shall consider it just cause for the immediate and unilateral termination of this Term if the use of the Solution occurs in violation of the provisions of this instrument, or if the User violates the legal system in force.

8.4. Electronic acceptance

The User declares to be aware of and in agreement with all the terms listed in these Terms of Use by confirming the registration on the registration page.

8.5. Final Considerations

These Terms replace any other Terms with the same purpose and may be amended and replaced at any time by TOTVS, and the User undertakes to periodically check the changes made by accessing the Platform.

These Terms are binding on the parties and their successors, however, the User may not assign any rights arising from these Terms to third parties under any circumstances.

TOTVS may, at any time and at its sole discretion, assign or transfer, in whole or in part, the rights and obligations arising from these Terms.

The invalidity of any provision of these Terms shall not affect the validity of the others. In the event that any provision of these Terms is annulled, declared void or unenforceable, in whole or in part, this document shall be deemed modified by deleting or modifying, to the extent necessary, the void, annulled, or unenforceable provision, so as to preserve the Terms as valid and, to the extent possible, consistent with the original intent of the parties.