Terms of Use and Service Agreement

1.Who we are and acceptance of these Terms

These Terms of Use and Service Agreement ("Terms") govern access to and use of Rakkan, an online sales management platform for accounting firms, offered by MARCOS VINICIUS DA SILVA DOS SANTOS LTDA, enrolled in the Brazilian National Register of Legal Entities (CNPJ) under No. 66.637.891/0001-08, with its registered office at Rua Pais Leme, 215, conjunto 1713, Pinheiros, São Paulo/SP, CEP 05424-150, Brazil ("Okami", "we").

By creating an account, starting a free trial, subscribing to a plan or using Rakkan, the contracting legal entity ("Customer") represents that it has read, understood and accepted these Terms and the Privacy Policy, which forms part of these Terms. Whoever accepts these Terms on behalf of the Customer represents that they have the authority to bind it. If you do not agree with any condition, do not use Rakkan.

Electronic acceptance, including by click, is legally valid and is equivalent to signing these Terms, under applicable law, in particular Article 10, paragraph 2, of Provisional Measure No. 2,200-2/2001.

2.Definitions

• Platform or Rakkan: the software, websites, interfaces, integrations and documentation provided by Okami.
• Customer: the legal entity that contracts Rakkan, including during the trial period.
• User: the individual authorized by the Customer to access the account, such as partners, managers, salespeople and staff.
• Customer Content: data, texts, files, proposal and contract templates, catalogs, conversations, contacts and other information entered into or generated in the account by the Customer, by its Users or by third parties who communicate with the Customer through the Platform.
• Integrated Third Parties: third-party services used with Rakkan, such as WhatsApp (Meta), ZapSign, and artificial intelligence, hosting, email and payment providers.
• Plan: the contracted option, defined by the number of CNPJs or units of the Customer and by the conditions presented at the time of contracting.

3.Business nature of the agreement

Rakkan is intended exclusively for legal entities and professionals who use it in the course of their business activity. The Customer acknowledges that it contracts Rakkan as a tool for its own activity, and not as an end consumer, and that the relationship between the parties is a business relationship, between equals and symmetrical, under Articles 421 and 421-A of the Brazilian Civil Code. The parties acknowledge that these Terms were made available in advance and that the Customer had the opportunity to review them and to seek advice before accepting them.

Rakkan is not intended for persons under 18 years of age or for personal, family or household use.

4.Account, Users and access security

The Customer must provide true, complete and up-to-date information at registration and keep it updated throughout the term of the contract.

The Customer is solely responsible:

• for defining who the Users are and which permissions each one receives;
• for all acts performed in the account with its Users' credentials, whether authorized or not;
• for the safekeeping and confidentiality of passwords, codes and access devices;
• for immediately removing the access of Users who cease to work with the Customer.

The Customer must notify Okami immediately, at security@okamiops.com, of any unauthorized use or suspected security breach of the account. Okami is not liable for damages arising from the use of the Customer's credentials by third parties.

5.Free trial

The standard free trial granted to those who sign up through the Rakkan website lasts 7 (seven) days, counted from the creation of the company. If the email or, where applicable, the verified corporate domain has already used a trial, no new period is granted: the trial of the new company ends immediately, and access remains in read-only mode until a plan is subscribed.

Administrative offers may set a different duration, from 1 (one) to 366 (three hundred and sixty-six) days. In trials with a deferred start, the count begins on the owner's first access. In these cases, the duration and dates of the specific trial apply, not the standard period for sign-ups through the website.

When the trial ends without a plan being subscribed, the company moves to read-only mode: the data remains available for reading, but creating and changing content is restricted until access is regularized.

When the trial deletion routine is enabled, it attempts to notify the active owners with a registered email from 23 (twenty-three) days after the effective end of the trial, and not after the creation of the company or the start of the trial. Deletion only becomes eligible after both 30 (thirty) days from that end and 7 (seven) days from the recording of the notice have elapsed, whichever is later. The recording of the notice does not prove that the email was received. Execution depends on the enabled routine and on the company's situation; there is no promise of deletion on an exact date.

Before deletion, the customer may use the export features available. The treatment of data after the end and in external services is described in the Privacy Policy.

During the trial these Terms apply, including the rules on the use of WhatsApp and artificial intelligence. The trial is provided "as is", without any warranty.

6.Plans, prices and payment

The Plans, prices, limits and features are those presented on the website or in the commercial proposal at the time of contracting. Plans for more than 5 (five) CNPJs or with special conditions are defined in a separate commercial proposal, which prevails over these Terms with respect to its specific matters.

Unless otherwise provided at the time of contracting:

• billing is monthly, recurring and in advance, and renews automatically each period until cancellation;
• amounts owed in reais (R$) are adjusted annually by the positive variation of the IPCA/IBGE (Brazilian consumer price index), or by any index that replaces it;
• amounts in US dollars (US$) are charged in that currency, and bank, foreign exchange and card fees, as well as taxes levied in the Customer's country, are borne by the Customer;
• prices do not include taxes that, by law, must be stated separately or withheld. If the law requires withholding at source, the Customer shall add to the payment the amount necessary for Okami to receive the full amount of the Plan;
• Okami may change prices and Plans upon at least 30 (thirty) days' prior notice. The change applies from the period following the notice, and a Customer that does not agree may cancel before it takes effect;
• changing Plans, including by increasing the number of CNPJs or units, may result in a pro rata charge or an adjustment in the following period.

Late payment subjects the Customer to a fine of 2% (two percent), interest of 1% (one percent) per month and monetary adjustment by the IPCA, calculated on the overdue amount. After 10 (ten) days of delay, Okami may suspend access to the account until payment is regularized, without prejudice to collection, and, after 60 (sixty) days, terminate the contract.

Amounts paid are non-refundable, including for partially used periods, unused features or cancellation before the end of the period, except where applicable law mandatorily requires a refund.

Payments may be processed by payment companies engaged by Okami. Okami does not store complete credit card data.

7.Cancellation and termination

The Customer may cancel the subscription at any time, through its account or by email at contact@okamiops.com. Cancellation takes effect at the end of the period already paid, without pro rata refund and without penalty.

Okami may terminate the contract:

• at any time, without cause, upon 30 (thirty) days' prior notice, refunding amounts paid in advance for the unused period;
• immediately, in the event of breach of these Terms by the Customer or its Users, payment default exceeding 60 (sixty) days, unlawful or fraudulent use, risk to the security of the Platform or of third parties, or a legal, regulatory or judicial order.

Upon termination of the contract, for any reason, the right to use the Platform ceases and amounts due up to the date of termination remain payable.

8.Customer Content after termination

The customer may request the export of its content through the features available on the platform before its access is terminated or its data is deleted. The availability of data depends on the status of the account and on the applicable retention cycle, described in the Privacy Policy.

The termination of a contract and the end of a trial do not necessarily imply the immediate deletion of all data. For trials, the periods of the deletion process are counted from the effective end recorded for the trial, as set out in the "Free trial" section, including when no new period is granted because the trial was used before. Company data, personal accounts, access logs, external services and backup copies are treated differently. There is no single automatic deletion period for all these categories.

The customer is responsible for exporting and keeping the information it needs, including to comply with its own document retention obligations.

9.Acceptable use

The Customer and its Users may not, directly or indirectly:

• send unsolicited bulk messages, spam or communications to persons who have not provided their contact details or authorized receipt, where such authorization is required;
• violate the terms, commerce policies and messaging policies of WhatsApp and Meta, or of any Integrated Third Party;
• process personal data without a legal basis, without informing the data subjects or in breach of the Brazilian General Data Protection Law (Law No. 13,709/2018) or any other applicable data protection law;
• enter, send or store content that is unlawful, offensive, discriminatory, misleading or defamatory, that infringes third-party rights or that contains malicious code;
• use Rakkan to offer services that the Customer is not legally qualified to provide;
• reverse engineer, decompile, copy, modify, sublicense, resell or commercially exploit the Platform, except with written authorization;
• access the Platform by unauthorized automated means, circumvent technical limits, test vulnerabilities without authorization or overload the infrastructure;
• share credentials among persons, or create accounts to circumvent the limits of the Plan or of the trial;
• use the Platform to develop a competing product or for public benchmarking purposes without authorization;
• impersonate another person or company, or conceal the Customer's identity in communications with its clients.

A breach of this section authorizes the immediate suspension of the account, without prejudice to termination and to compensation for damages.

10.WhatsApp and third-party services

The Customer chooses and connects its communication tools and other integrated services. Rakkan does not choose these services for the Customer. The use of these integrations is governed by the terms and policies of the respective providers.

Rakkan connects to Integrated Third Parties that are not controlled by Okami. The use of these services is subject to the terms and policies of each provider, which the Customer undertakes to comply with.

In particular, with respect to WhatsApp:

• the telephone number, the WhatsApp Business account and the relationship with Meta are owned by and the responsibility of the Customer;
• Meta may, at its discretion, limit, suspend or ban numbers and accounts, change rules, prices and features, or charge for conversations. Okami is not liable for these measures or for the costs charged by Meta or its partners;
• the Customer is responsible for obtaining the contact authorizations required by WhatsApp's policies and by law, and for honoring unsubscribe requests.

With respect to electronic signatures, ZapSign is an independent service. The legal validity, the chosen form of signature and the compliance of each contract with legal requirements are the responsibility of the Customer.

Okami does not guarantee the availability, continuity or operation of Integrated Third Parties and may replace, change or discontinue integrations when the provider changes its conditions or when there is a technical, commercial, legal or security reason.

11.Artificial intelligence

Rakkan offers artificial intelligence ("AI") features, such as the agent that replies on WhatsApp based on the information configured by the Customer. The Customer acknowledges that:

• AI-generated responses may contain errors, omissions or inappropriate information, even when based on reviewed content;
• the Customer is responsible for configuring, reviewing and keeping up to date the information, instructions and limits used by the agent, for deciding whether the agent is active and for monitoring the conversations;
• the messages sent by the agent on behalf of the Customer are communications of the Customer with its clients and prospective clients, and the Customer is liable for them;
• Rakkan and its AI features do not provide accounting, tax, legal or financial advice, and do not replace the analysis of a qualified professional;
• spending and usage limits are control tools configured by the Customer. AI usage costs, if any, follow the contracted Plan or the conditions stated in the account.

The Customer connects its own artificial intelligence services and chooses the providers it uses. The access keys, contracts and costs of these services are the Customer's responsibility; Rakkan does not pay these providers on the Customer's behalf. The chosen providers receive the content sent to them in order to fulfil the Customer's requests, under their own terms and policies.

12.Proposals, contracts and documents

Rakkan is a tool for preparing, approving, sending and tracking the Customer's proposals, contracts and documents. Okami is not a party to the relationships between the Customer and its clients and is not liable:

• for the content, prices, scope, deadlines or conditions of the Customer's proposals and contracts;
• for the adequacy of the Customer's document templates to the law, to professional standards or to its interests;
• for the performance of the obligations assumed by the Customer towards its clients, or for the accounting services that the Customer provides;
• for legal, tax or regulatory deadlines, including when the Platform offers reminders, which are merely auxiliary.

13.Personal data protection

With respect to the personal data contained in the Customer Content, such as data of the Customer's contacts, leads, clients and staff, the Customer is the controller and Okami acts as operator (processor) under Law No. 13,709/2018 (LGPD) and, where applicable, as processor under Regulation (EU) 2016/679 (GDPR). In this capacity, Okami:

• processes such data only to provide Rakkan, in accordance with these Terms and the Customer's documented instructions, which are deemed given through the configuration and use of the Platform;
• adopts reasonable technical and administrative security measures, consistent with the state of the art, to protect them;
• requires confidentiality from the persons authorized to process them;
• may engage sub-processors for hosting, processing, communication, AI and other necessary services, maintaining with them data protection obligations consistent with these;
• notifies the Customer, within a reasonable time, of any security incident that may result in relevant risk or harm to data subjects and that involves the Customer Content;
• assists the Customer, to the extent reasonable and taking into account the nature of the processing, in responding to data subject requests and complying with its legal obligations;

The treatment of data after termination follows the section "How long we keep data" of the Privacy Policy and, in the case of trials, the section "Free trial" of these Terms.

The Customer, as controller, represents and warrants that it:

• has an adequate legal basis to process the personal data it enters or receives on the Platform and to share it with Okami and with the Integrated Third Parties;
• informs data subjects about the processing, including the use of WhatsApp, AI and electronic signatures, and responds to their requests;
• will not enter sensitive personal data or data of children and adolescents beyond what is strictly necessary and with the required legal basis;
• is responsible for decisions regarding the purpose, content and retention period of the data.

The processing of personal data in which Okami acts as controller, such as registration, billing, Platform usage and website browsing data, is described in the Privacy Policy. Upon request, the parties may enter into a supplementary data processing agreement (DPA), which shall prevail with respect to its specific matters.

14.Confidentiality

Each party shall keep confidential the non-public information of the other party that it receives by reason of the contract and shall use it only to perform these Terms. This obligation does not apply to information that was already public or known to the receiving party, that was lawfully obtained from third parties without a duty of confidentiality, that was independently developed or whose disclosure is required by law or by order of an authority, in which case the party shall inform the other, where permitted. The confidentiality obligation remains in effect for 5 (five) years after the end of the contract.

15.Intellectual property

The Platform, including software, code, design, trademarks, names, logos, texts, templates and documentation, belongs to Okami or its licensors and is protected by intellectual property laws. These Terms grant the Customer only a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Platform during the term of the contract, for internal purposes of the Customer's activity. No rights are transferred beyond those expressly provided for.

The embedded document editor is ONLYOFFICE Docs Community Edition, by Ascensio System SIA, under the GNU Affero General Public License v3 (https://www.gnu.org/licenses/agpl-3.0.html). We use the official image without modification; the editor's logo and About window remain visible. The source code is available at https://github.com/ONLYOFFICE/DocumentServer.

The Customer Content belongs to the Customer. The Customer grants Okami a non-exclusive, worldwide and royalty-free license to host, copy, process, transmit and display the Customer Content to the extent necessary to provide, maintain, protect and support the Platform. The Customer represents that it holds all necessary rights over the Customer Content, including over the templates, trademarks and logos it enters.

Okami may generate and use aggregated and anonymized data, which does not identify the Customer or individuals, to operate, improve and develop its products, compile statistics and ensure security.

Suggestions, ideas and comments sent by the Customer about the Platform may be freely used by Okami, without any obligation of remuneration or credit.

16.Availability, support and service evolution

Okami strives to keep the Platform available and functioning properly, but does not guarantee that it will be free from interruptions, delays, failures or errors. There may be unavailability for maintenance, updates, fixes or due to events beyond Okami's control. Specific service levels (SLA) apply only when expressly contracted in writing.

Support is provided through the channels and during the hours stated on the Platform or at the time of contracting.

Okami may, at any time, modify, improve, replace or discontinue features, provided that it does not substantially eliminate, during the period already paid, the essential features of the contracted Plan. Features identified as beta, preview or experimental are offered without warranty and may be changed or removed without notice.

The Customer is responsible for maintaining equipment, internet connection, browsers and systems compatible with the Platform.

17.Disclaimer of warranties

To the maximum extent permitted by applicable law, the Platform is provided "as is" and "as available". Okami makes no warranties, express or implied, of fitness for a particular purpose, of business results, of increased sales, of lead conversion, of time savings or of any financial result.

Calculations, simulations, examples and figures displayed on the website or on the Platform, such as the lead calculator, are illustrative, depend on the information provided by the visitor themselves and do not constitute a promise of results.

18.Limitation of liability

To the maximum extent permitted by applicable law:

• Okami is not liable for loss of profits, loss of revenue, clients, business opportunities, reputation or data, or for indirect, incidental, special, punitive or consequential damages, even if advised of the possibility thereof;
• Okami is not liable for damages arising from acts or omissions of the Customer, its Users, the Customer's clients or Integrated Third Parties, from content entered by the Customer, from AI responses sent without review, from configurations made by the Customer, from internet failures, or from acts of God or force majeure;
• Okami's total liability, for all causes combined, relating to these Terms or to the Platform, is limited to the amount actually paid by the Customer to Okami in the 12 (twelve) months preceding the event that gave rise to the claim. During the free trial, or if no amount has been paid, such liability is limited to R$ 500.00 (five hundred reais), or US$ 100.00 (one hundred US dollars) for contracts in dollars.

The limitations in this section do not apply to cases of willful misconduct or to other cases in which applicable law mandatorily prohibits the limitation of liability. The parties acknowledge that these limitations reflect the allocation of risks on which the prices charged are based.

19.Indemnification

The Customer undertakes to defend, indemnify and hold harmless Okami, its affiliates, partners, officers and staff from any claims, actions, proceedings, fines, judgments, losses, costs and expenses, including reasonable attorneys' fees, arising from:

• the Customer Content and the communications sent through the Customer's account, including by the AI agent;
• the breach of these Terms, of the law or of third-party rights by the Customer or its Users;
• the processing of personal data in which the Customer acts as controller;
• the use of WhatsApp or other Integrated Third Parties in breach of their rules;
• the relationships between the Customer and its clients, staff or partners.

Okami shall inform the Customer of the claim and allow it to participate in the defense, without prejudice to Okami's right to defend itself directly.

20.Suspension

Okami may suspend, in whole or in part, access to the account, with notice where possible, in the event of payment default, breach of these Terms, well-founded suspicion of fraud or unlawful use, risk to the security or integrity of the Platform, the Users or third parties, or an order from a competent authority. Suspension does not give rise to any right to a refund or compensation and lasts until the cause is resolved.

21.Communications

Communications between the parties may be made by email, through the Platform itself or by other electronic means stated at registration, and are deemed received upon sending to the registered address. The Customer must keep its contact details up to date. Communications to Okami must be sent to contact@okamiops.com.

22.Changes to these Terms

Okami may change these Terms to reflect changes in the Platform, the law or the business model. Material changes will be communicated at least 15 (fifteen) days in advance, except when required by law or for security reasons within a shorter period. Use of the Platform after the effective date of the changes constitutes acceptance of them. A Customer that does not agree may cancel the subscription before that date.

23.General provisions

• Entire agreement. These Terms, the Privacy Policy and any commercial proposal or data processing agreement entered into between the parties constitute the entire agreement on their subject matter. In the event of conflict, the specific document prevails, followed by these Terms.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in force, and the provision shall be replaced by a valid one that most closely reflects the original intent.
• No waiver. A party's tolerance of the other's non-compliance does not constitute a waiver or novation.
• Assignment. The Customer may not assign or transfer these Terms without Okami's prior written consent. Okami may assign them to a company of the same economic group or to a successor, including in the event of corporate reorganization, merger, acquisition or sale of assets.
• Force majeure. Neither party is liable for delay or failure caused by acts of God or force majeure, under Article 393 of the Brazilian Civil Code, including failures of Integrated Third Parties, power or telecommunications failures, cyberattacks, epidemics and acts of authority.
• Independent parties. These Terms do not create a partnership, association, agency, representation, franchise or employment relationship between the parties.
• Anti-corruption. The parties undertake to comply with applicable anti-corruption laws, including Law No. 12,846/2013.
• Survival. Provisions that by their nature should continue after termination, such as payment, confidentiality, intellectual property, limitation of liability, indemnification and jurisdiction, remain in force.

24.Governing law and jurisdiction

These Terms are governed by the laws of the Federative Republic of Brazil, regardless of the country in which the Customer is established. The courts of the judicial district of São Paulo/SP are elected, to the exclusion of any other, however privileged it may be, to resolve any dispute relating to these Terms. Before resorting to the courts, the parties shall seek to resolve the dispute in good faith, through direct negotiation, for at least 30 (thirty) days from the notice.

25.Language

These Terms were originally written in Portuguese. This English version is provided for convenience. In the event of any discrepancy, the Portuguese version shall prevail.

26.Contact

Questions about these Terms may be sent to contact@okamiops.com or by mail to MARCOS VINICIUS DA SILVA DOS SANTOS LTDA, Rua Pais Leme, 215, conjunto 1713, Pinheiros, São Paulo/SP, CEP 05424-150, Brazil.