Terms of Use

1. Definitions

• Users: all individuals authorized by the Customer, through the release of a login and password, to access and use the Platform's services. "Users" may be direct employees, service providers, outsourced staff, consultants, etc., with whom the Customer does business.
• Services: the set of tools and features provided online by the Provider through the access account created by you or by one of our accredited business partners, on one of our web portals.
• Data: means any and all data or documents collected, processed and maintained by/for the Customer, using the solutions made available on the Platform by the Provider.
• Intellectual Property: all trade secrets, registered or unregistered trademarks for a product or service, patents and patent applications, trade names, copyrights, moral rights, invention rights or intellectual property rights, and all other rights of the Provider anywhere in the world.
• Privacy Policy: means the rules and practices governing how the Provider handles the privacy of information processed on the Online Services Platform.

The Privacy Policy is linked to this services subscription agreement and contains information about how we collect and process personal data through our websites and our services.

• Online Platform: means the virtual environment through which the user, after creating a workspace, can access and use the contracted services.
• Malicious Code: data files, programs or source code whose purpose is to cause damage to the platform's operation, such as viruses, for example.
• Invoice: the document issued to bill for the services rendered monthly, also used as a tax document.
• Agreement: equivalent to this subscription agreement for the services provided by the Provider.
• Documentation: means the help and training materials provided by the Provider to the Customer's users, updated periodically.
• Virtual Account: the account used by the Customer to access the services provided by the Provider, carried out online only by users authorized by the Customer, through which all contracted features are made available.
• Third-Party Services: means other services that may be used together with the solutions made available through the online platform, for which the Provider will not be responsible for the operation of or interference with the contracted services under this agreement.

2. General conditions

Upon formalizing your subscription to the services through acceptance of this Subscription Agreement (Agreement) and the Privacy Policy, as applicable, the Provider will make available: a) the solution acquired by the Customer according to the plan selected at the time of online sign-up; b) standard technical support for the acquired solutions, at no additional cost to the Customer; c) will keep the acquired solution available online 24 hours a day, 7 days a week, except for previously scheduled downtime, or any unavailability caused by circumstances beyond the Provider's reasonable control, including failures or issues with the internet and/or infrastructure provider, issues with connections external to the contracted solution, or related to the blocking of the services, whatever the cause.

The Services may include third-party components, systems and other services, to which additional terms, policies or requirements from other vendors may apply, including age requirements.

The Privacy Policy available on this website is an integral part of this Agreement. The Provider will maintain administrative, physical and technical safeguards to preserve the security, confidentiality and integrity of stored content, in line with a reasonable and acceptable market standard. You must follow the policies made available within the Services, and must not misuse them, interfere with the use of the Services, or attempt to access them by any method other than the interface and the lawful instructions and methods we provide.

You may use the services only as permitted by law. We may suspend or stop providing the Services if you breach our Terms or Policies, or any applicable laws, or if we are investigating suspected misconduct.

You must agree not to use, nor allow third parties to use, the Services or the content in a manner that violates any law, or the rules of this agreement and the Privacy Policy. You agree that you will not:

• Provide access to, or provide any part of, the Services to third parties unrelated to your business.
• Reproduce, modify, copy, reverse engineer, sell, market or resell the Services, unless you are a reseller accredited by the Provider and authorized in writing.

The Services are protected by copyright, trade secrets and other intellectual property laws, including, among others, any trademarks or logos used on the sites. You only have the right to use the Services for the purposes described in this subscription agreement.

The Provider reserves all other rights in the Services, whether owned by it or by third parties. Until termination of this Agreement, and provided you comply with all applicable payment obligations and remain in compliance with this Agreement, the Provider grants you a personal, limited, non-exclusive and non-transferable right, and a license, to use the Services.

We respond to notices alleging copyright infringement and terminate the accounts of repeat infringers in accordance with the procedures established under US copyright law. We provide information to help copyright holders manage their intellectual property online.

If you believe someone is infringing your copyright and wish to notify us, you may send your notice to contact@interfy.ai. The Services allow you to submit content, data and documents for storage. You retain ownership of any intellectual property rights you hold over that content or document. In short, what belongs to you stays with you.

3. Your account

You need to create an account to use the Services. You may create your own account on the website, or it may be assigned to you by a Partner administrator of the Provider. If you are using an Online Services Platform account assigned to you by an administrator, different or additional terms may apply, and your administrator may be able to block or deactivate your account.

4. Retention and deletion of your data

The Customer's data will be stored in the Provider's database for as long as the account has been created and this agreement remains valid. In accordance with the Privacy Policy, the data will be erased (permanently deleted) within 90 days after termination of the agreement.

5. Processing of personal data, transfer and confidentiality

You may review the Provider's Privacy Policy, available on our website. You must agree to the Privacy Policy and any changes published by the Provider. You agree that the Provider may use and maintain your data in accordance with the Privacy Policy, as part of the Services. You grant the Provider permission to combine identifiable and non-identifiable information that you enter or upload into the Services with that of other users of the Services and/or other Provider services. This means the Provider may use aggregated data from its users to improve the Services or to design promotions and provide ways to compare business practices with other users. The Provider is a global company and may access or store personal information in various countries, as specified in our Privacy Policy.

Customer and Provider undertake to handle information legally classified as personal data, under this agreement, in observance of applicable law, subject to liability for contractual breach, without prejudice to losses and damages. The processing of personal data will occur solely in accordance with the purpose established in this agreement.

The parties undertake not to transfer and/or share the personal data processed with third parties, except where this is an essential requirement for compliance with this agreement or with legal/judicial obligations; however, even if one party is legally required to transfer data to third parties, it must notify the other party and ensure the confidentiality and integrity of the data, subject to liability. Information about with whom we share data to provide our services can be found in our Privacy Policy.

The Customer will be responsible for its users' compliance with this agreement, for the accuracy, quantity, quality and legality of its data and the means by which it was obtained, and for the methods and manner of processing its stored information, making its best efforts to ensure the platform is used in accordance with applicable regulations, both with respect to the legality, privacy, integrity, confidentiality and security of the processed data, and to use the services in accordance with the purpose specified in this subscription agreement.

If the Customer connects other applications to our services and uses them together with our solutions, the Customer acknowledges and agrees that the provider of that application, regardless of the connection method, may access and copy Customer data as necessary to operate the application. The Provider is not responsible for any incident, disclosure, modification or deletion of data resulting from access by a third party authorized by the Customer.

If the Provider determines that a connected application does not provide reasonable conditions for interoperation with the contracted solution, it may discontinue access for that third party, without any penalty, refund or compensation from the Provider. The Provider is not obligated to evaluate third-party applications, but may do so if it deems appropriate.

6. Payment

The Customer will pay, in United States dollars, all amounts specified in the Virtual Account related to the subscription to the initial plan acquired, plus any excess usage amounts, where applicable. By providing payment information, you authorize the Provider, or third parties engaged by us for payment processing, to charge that credit/debit card the amounts corresponding to the contracted solution, in accordance with the Invoice made available at each billing cycle close. You must pay using one of the following methods:

• A valid credit card accepted by the Provider.
• A valid debit card accepted by the Provider.
• Another payment option that the Provider provides to you in writing or makes available in your subscription plan settings.

The first option is the most common and valid for charges for services provided to any country; for some countries we may make the other options available.

If your payment and registration information is not accurate, current and complete, and you do not update it whenever it changes, we may suspend or terminate your account and refuse the use of the Services.

If you do not notify us of updates to your payment method (for example, credit card expiration date), to avoid interruption of your service we may participate in programs supported by your card provider (for example, account updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information we obtain, although this is not an obligation of the Provider.

The Provider will automatically renew your monthly or annual Services at the rates in effect at that time, unless the Services are canceled or terminated under this Agreement.

If any amount invoiced by the Provider is not received by its due date, without prejudice to other applicable measures: a) interest of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, will be charged; and/or b) the services may be suspended when the delay exceeds 10 days; c) in the event of a delay exceeding 30 days, the Provider may use third-party collection agencies to collect the amount owed, including the legal charges provided by law; and/or d) report the default to credit protection agencies and entities; and/or e) delete the Customer's account after 40 days of unresolved default.

In cases of material breach of the Agreement, suspension will be immediately effective, regardless of prior notice.

Notwithstanding the above, if the Customer is disputing the applicable charges in a clear, reasonable and good-faith manner, and is diligently cooperating to resolve the disagreement, the Provider will make its best efforts to resolve the matter as quickly as possible and avoid the measures mentioned above.

The Customer agrees that its purchases are not conditioned on any expectation related to the delivery of future features to be developed, even if the Provider has made any oral or written comment about planned features.

Upon termination of this Agreement, the Provider is hereby authorized to permanently delete the Customer's Virtual Account, upon notice by email to the Customer.

7. Usage limits

When creating your account, you will select the solution's initial plan, which will define the resources included in your subscription, the features, the amount of storage space and the number of users. Optional items may be included at sign-up, or later by the workspace administrator user.

While this agreement is active, the Provider will not limit the Customer's users' consumption; therefore, although there is an initial service package, you may register and keep active as many users as you wish, if you are acting as the platform administrator, with no limitation on storage volume. Total consumption will be tallied monthly, including the value of the initial package and all excess items, whether in number of active users, storage volume or additional items, which together make up the total monthly invoice. Where there are overages, regardless of prior approval by the Customer, the Provider is authorized to charge pro rata for the monthly package including the additional quantities.

The workspace administrator may change their services plan to a larger plan than their current consumption, or a plan with different features and tools; however, they should be aware that, when migrating to a plan with fewer features, all functions not included in the new plan will no longer be made available to users.

8. Modifying or canceling the services

We are constantly changing and improving the Services. We may add or remove features or capabilities, and we may also suspend or discontinue a Service entirely. You may stop using the Services at any time, although we will be sorry to see you go.

The Provider may also stop providing the Services to you, or add new limits to the Services, at any time. We believe you own your data and that it is important to preserve your access to it. If we discontinue a Service, when reasonably possible, you will be informed in advance and will have the chance to withdraw your information from our Services.

9. Disclaimer of warranties

We provide our Services using a reasonable level of skill and care and expect that you will enjoy using them. But there are some things we do not promise about the Services. Except as expressly provided in these terms or in additional terms, neither the Provider, nor its suppliers, partners or distributors offer certain warranties about the Services. For example, we are not responsible for the content within the Services, for specific functionality, availability, or the ability to meet your needs. We provide the Services "as is." Certain jurisdictions provide for certain warranties, such as the implied warranty of merchantability, fitness for a particular purpose and non-infringement. To the extent permitted by law, we exclude all warranties.

As provided in this Agreement, neither party makes any warranty of any kind, express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Each party is released from all liability and indemnification obligations for losses or damages caused by any third-party hosting and application providers.

10. License and ownership rights

The Provider reserves all its rights, title and interest in the Solutions, including all related Intellectual Property rights.

The Service is made available with limited access and no ownership right is conveyed to the Customer. The Provider has and retains all rights, title and interest, including all intellectual property rights, in and to the service, including all modifications, updates, upgrades, extensions, components and works derived from the services.

The Customer grants the Provider and its Affiliates or Partners a worldwide license, limited in term to the duration of this subscription agreement, to copy, transmit, host and display your Data, including source code when created by or for the Customer, as well as for third-party applications, as necessary for the Provider to provide access to the Solutions in accordance with this agreement.

The Provider may use this collected Data for the purposes of gathering anonymized information and metrics, to improve and enhance the Services and for other product development, diagnostic and correction purposes, always in anonymized form, without identifying the Customer.

The Customer grants the Provider a worldwide, perpetual, irrevocable and royalty-free license to incorporate and use in the solutions new features and functionality developed at the request or suggestion of the Customer and/or its users.

The Provider, its suppliers, partners and distributors disclaim any representations or warranties that your use of the Services satisfies or guarantees compliance with any legal obligations, laws or regulations.

11. Responsibilities regarding the services

Where permitted by law, the Provider and its suppliers, partners and distributors will not be liable for loss of profits, loss of revenue, loss of data, financial losses or indirect, special, consequential, exemplary or punitive damages. To the extent permitted by law, the total liability of the Provider and its suppliers, partners and distributors, for any claim under these terms, including any implied warranties, is limited to the amount you paid to the Provider in the preceding 12 months for use of the Services. In all cases, the Provider and its suppliers, partners and distributors will not be liable for any loss or damage that is not reasonably foreseeable.

If you are using our Services on behalf of a company, that company must accept these terms. It will hold harmless and indemnify the Provider and its affiliates, partners, distributors, officers, agents and workers from any claim, lawsuit or legal action arising from or related to the use of the Services or the breach of these terms, including any liability or expense resulting from claims, losses, damages, lawsuits, litigation costs and attorneys' fees.

If the Customer becomes the target of a lawsuit alleging that use of the contracted Services infringes or results from the misappropriation of a third party's intellectual property rights, the Provider will defend the Customer against the claim, demand or lawsuit, and will indemnify it for damages, expenses and costs awarded in an adverse decision, provided that the Customer promptly notifies the Provider in writing, within a timeframe that allows for a defense, and gives the Provider exclusive control and the necessary support to conduct the defense, including the option for the Provider to modify the solution or terminate this agreement with 30 days' prior notice.

If the Customer is sued for intellectual property infringement caused by third-party applications connected to the Services covered by this Agreement, the Provider will be released from any liability, and the defense and indemnification obligations to the Customer will not apply to the Provider.

If the Provider becomes the target of a claim, demand, action or lawsuit brought by a third party alleging that the Data stored and processed by the Customer, or the manner in which it uses the services and processes the data, violates this agreement or infringes any applicable regulation or law, including third-party intellectual property, the Customer will indemnify the Provider for damages, costs and expenses arising from the defense or any resulting judgment, provided that the Provider gives immediate written notice to the Customer and gives it exclusive control of the defense upon timely request, it being understood that the Customer may not settle on behalf of the Provider without its prior written approval. The Provider must provide the Customer with reasonable assistance, at its own expense, for the defense.

12. Content

You are responsible for all materials, documents, data and personal information ("Content") uploaded, posted or stored through your use of the Services. You grant the Provider a worldwide, royalty-free and non-exclusive license to host and monitor any Content provided through your use of the Services.

You must use best practices to store your content, as you are responsible for any content lost or unrecoverable due to negligence or misuse of the Service. The Provider is not responsible for the Content or data submitted through the Platform. You agree not to use, or allow third parties to use, the Services to upload, post, distribute, link, reproduce, engage in or transmit content that is illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, offensive or objectionable; that impersonates another person; chain letters, pyramid schemes or spam; viruses, Trojan horses, worms or other malicious code; or any information, software or content that is not legally yours and without the proper permission of the rights holder.

The Provider may, but is not obligated to, monitor the content of the Services. We may disclose any information necessary to satisfy our legal obligations, protect the Provider or its customers, protect privacy, promote safety and protect life, or operate the Services properly.

If the Provider is required by law to send you communications about the Services or third-party products, you agree that the Provider may send them by email or post them on our sites or applications to which you have access, respecting the confidentiality of the information.

The party receiving confidential information may disclose it only when required by law, regulation, or judicial or administrative order, and is required to promptly notify the other party before disclosure, to facilitate efforts to protect the confidential information, disclosing only the portion strictly required. When disclosure is made under these terms, the disclosing party will not be held liable for it.

13. Termination

The Provider may immediately, at its sole discretion and without prior notice, terminate this Agreement or suspend the Services if you fail to comply with the terms of this Agreement or if you no longer agree to receive electronic communications. Upon termination, you must immediately stop using the Services, and any outstanding payments will be due. Any termination of this Agreement will not affect the Provider's rights to any payments owed to it.

The Provider may suspend use of the Services, remove content, or deactivate and even terminate any virtual account if it reasonably and in good faith believes that the Customer or any of its users is violating the terms of this agreement and the Privacy Policy. The Provider will notify the Customer before suspending or deactivating the account, unless legally prevented from doing so, in which case it will notify the Customer as soon as the impediment ceases.

The Customer may terminate this agreement, without cause, upon at least 30 days' prior notice, with no termination penalty. Either party may terminate this agreement if any of the following circumstances is identified:

• Either party enters bankruptcy or insolvency proceedings.
• An uncured, proven material breach of this agreement.
• Situations of force majeure, disasters, pandemics or natural events that demonstrably prevent the continuity of service delivery.

Any of the termination circumstances specified above requires at least 30 days' prior notice, without prejudice to the Provider's receipt of amounts owed by the Customer up to the effective date of termination. No refund will be owed to the Customer.

14. Changes to this agreement

We may modify these terms or any additional terms applicable to the Service, for example, to reflect changes in the law or changes to our Services. You should review the terms regularly. We will post notices about modifications on this page, and a notice of change within the applicable Service when relevant. Changes will not be applied retroactively and will take effect at least 14 days after publication; changes related to new features of a Service, or made for legal reasons, will take effect immediately. If you do not agree with the changed terms of a Service, you should discontinue using that Service.

The fees charged for the services may be changed by the Provider, who must inform the Customer through the email address responsible for the virtual account; the changes will begin to apply to the value of the services starting from the next subscription renewal.

The Provider may notify the Customer of general information regarding use of the Services, or any necessary communication, through the email registered by you on the Platform for the virtual account administrator and to the billing email, when it concerns billing information. It is the Customer's responsibility to keep the virtual account's data up to date and to configure emails sent from the Platform's domain as safe, so they are not treated as spam; all information sent will be considered delivered as of 1 business day after sending.

Notices regarding service maintenance, scheduled interventions, technical matters of interest to users, and the availability of new features may be sent directly to users, at the Customer's discretion. To communicate with the Provider, the Customer may use the following channels:

• Platform Chat: for direct support to service users, clarifying questions, technical support and usage guidance.
• Email support@interfy.ai: for opening technical support tickets, suggesting improvements and clarifying questions about configuration and use of the services.
• Questions related to data processing: privacy@interfy.ai.
• Email legal@interfy.ai: for other requests, including termination of this subscription agreement or legal matters.

15. Governing law

The Customer agrees that the state law of Florida/USA governs this Agreement, without regard to conflict of law provisions nor the choice of any other jurisdiction, however beneficial it may be.

16. Disputes

Any dispute or claim relating to the Services or to this Agreement will be resolved by binding arbitration, rather than in court, except where you may bring a claim in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator will apply the law of Florida/USA to all other matters. Any party to the arbitration may, at any time, seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

This Agreement, including the Privacy Policy, is the entire agreement between you and the Provider and supersedes all prior understandings, communications and agreements, oral or written, regarding the subject matter. If any competent court determines that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement, which will remain valid and enforceable.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer ownership of this Agreement to anyone without the Provider's written approval. The Provider, however, may assign or transfer it without your consent to a partner, to a company through the sale of assets, or to a successor through a merger. Any assignment that violates this section will be void.

The Customer waives any right to bring a claim as a representative or attorney of a specific class on a mass or aggregate basis, or to consolidate the arbitration proceeding without the consent of all parties. Any award rendered by the arbitrator will be final, conclusive and binding on the parties; unless otherwise determined by the arbitrator, each party will bear its own costs and expenses. After confirmation of an arbitration award in a federal or state court in Florida, the judgment may be enforced in any court of competent jurisdiction, without prejudice to the Provider seeking an injunction or other equitable remedy in any competent court.

This agreement is entered into by independent parties and does not create a partnership, association, joint venture or employment relationship. The failure to immediately exercise a right due to a breach does not imply a waiver of it, nor will the unenforceability of a specific provision impair the others.

17. Anti-corruption and anti-money laundering

Within the limits of the contractual relationship established by this Subscription Agreement, the parties undertake, on their own behalf and on behalf of their employees, partners, agents, directors, associates, third parties, affiliates and any person acting on their behalf, to conduct their business practices ethically and in accordance with applicable legal requirements, and may not make promises of payment, payments, donations or any benefit, directly or indirectly, to third parties, representatives of government or public or private entities, for the purpose of influencing a decision to secure an improper, unlawful, irregular or unfair advantage. Both parties declare that they are aware of and undertake to faithfully comply with the legal provisions related to combating and preventing money laundering and the concealment of assets.

18. Final provisions