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PUPILA is a startup that stimulates creative production and brand communication efforts. This goal is put into practice through our Platform, to which this Document refers.

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The Platform allows the USER to store, organize, access, and manage their creative assets in a digital hub customized for their brand to inspire and guide the construction of relevant and consistent experiences. Our Platform allows you to create, link, store, share, and make available certain information, texts, graphics, videos, or other material ("Content"). You are responsible for the Content you publish on or through the Platform, including its legality, reliability, and adequacy.

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The Platform is hosted online, without the need for download on the USER's devices.

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During its use, the USER can perform different actions according to their access level, which can vary between (1) Viewer, (2) Editor / Creator, and (3) Owner / Manager.

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Users classified as Viewers will have permission to:

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• View brand projects according to the granted access level - which may allow viewing of the Brand Zone and/or Brand Studio;

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Users classified as Editors / Creators will have permission to:

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• View, create, adjust, and share brand projects according to their granted access level - which may allow action in the Brand Zone and/or Brand Studio;

• If they have access to Brand Studio, users can:  

• Create digital assets, including but not limited to images, texts, videos, and other formats offered by the platform;

• View the history of all digital assets already generated in the brand's reserved environment.

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Users classified as Owners / Managers will have permission to:
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• View, create, adjust, and share all brand projects;

• Create digital assets, including but not limited to images, texts, videos, and other formats offered by the platform;

• View the history of all digital assets already generated in the brand's reserved environment;

• Change the brand's registration settings;

• Define and modify the different access levels that other users will have to brand projects.

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To use the Platform's functionalities, the USER must:

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1. Have received a Platform usage license legally granted by PUPILA, which will be limited, non-exclusive, personal, non-transferable, and revocable;

2. Fill in the registration fields with the following complete and updated data: full name, phone number, email, and company name;

3. Register a personal login and password, which are confidential, personal, and non-transferable, and should not be shared with third parties;

4. Be aware that they will be solely responsible for safeguarding and keeping their login and access password confidential, as well as for any misuse by third parties; and,

5. Be aware that PUPILA is not responsible for any damage that may be caused due to the disclosure of login and access password to third parties.

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The USER is aware that, for the use of PUPILA Platform functionalities, they must designate a single account ("Administrator") to exclusively perform: (i) registration and deletion of new USERS; (ii) account deletion; and (iii) subscription contracting and upgrades.

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The only personal data collected by PUPILA are those registered by the USER when creating their account, namely: full name, phone number, email, and company name.

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For further clarification regarding issues related to Personal Data processing, the USER can access our Privacy Notice, available on the Platform. And, whenever desired, they can contact PUPILA via email at support@pupila.ai.

The USER declares and is aware that:

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1. They are solely responsible for the activities carried out through their account on the Platform;

2. PUPILA may use the results generated on the Platform with their Content for external disclosure purposes, as well as product training and improvement;

3. The results obtained by the Platform may show similarity with other results considering the nature of the prompts and the Platform's training;

4. The USER must indemnify PUPILA or third parties for any actions or omissions that cause damages arising from non-compliance with the rules established in these Terms, other Platform guidelines and policies, or current law.

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As a USER, when using the Platform, it is your responsibility to:

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1. Observe applicable legislation, as well as the provisions in these Terms;

2. Correctly enter your data when registering on the Platform, providing only true and accurate information;

3. Keep access credentials to the Platform under your protection and care;

4. Not use the services for illegal, illegitimate purposes or that contradict morality and objective good faith;

5. Not impersonate another person, company, or institution;

6. Not modify, adapt, translate, or reverse engineer, in whole or in part, software used by the Platform or by a partner in providing services;

7. Not practice acts that violate the law, whether at the local, state, national, or international level, applicable to the specific case;

8. Not obtain or attempt to obtain unauthorized access to other computer systems or networks connected to the Platform;

9. Recognize that this contract is formalized, binding the parties, through the user's electronic signature, which will occur by clicking on the checkbox with the text "I DECLARE THAT I HAVE READ AND AGREE WITH THE PLATFORM'S TERMS AND CONDITIONS OF USE";

10. Read and declare that you are aware of and in full agreement with all terms and conditions of this instrument; and

11. Notify PUPILA immediately of any suspicion or security breach, or unauthorized use of your data.

By using the Platform, the User is aware that sensitive, confidential information or trade secrets may be processed. Therefore, it is the User's sole responsibility to maintain absolute confidentiality of such information, refraining from sharing it with third parties unless expressly authorized by the information owner.

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The USER MUST NOT produce, make available, disclose, or transmit any content that:

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1. Is protected by any intellectual or industrial property rights belonging to third parties, without the USER having previously obtained from their owners the necessary authorization to carry out the use they make or intend to make;

2. Implies the practice of any type of prejudice, be it racial, religious, gender-based, and others;

3. Incorporates viruses or other physical or electronic elements that may cause damage or prevent the normal functioning of the network, system, or computer equipment (hardware and software) of third parties, or that may cause damage to electronic documents and files stored in this computer equipment;

4. Causes, due to its characteristics (such as form, extension, etc.) difficulties in the functioning of the Platform, or alters any of its tools;

5. Reproduces, duplicates, copies, modifies, adapts, or commercializes solutions related to the Platform or creates derivative works based on such solutions;

6. Practices reverse engineering, disassembly, decompilation, and/or fragmentation of the Platform, without PUPILA's authorization; and,

7. Uses anonymous proxy tools with the aim of making your Internet Protocol (IP) address anonymous.

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By publishing Content on or through the Platform, you confirm and guarantee that: (a) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (b) that the publication of your Content on or through the Platform does not violate privacy rights, publicity rights, copyrights, intellectual property rights, contractual rights, or any other rights of any person or entity; and (c) Content, and the use of Content does not and will not cause us to violate any law or regulation. You retain all rights to any Content you submit, create, post, or display on or through the Platform, and you are responsible for protecting those rights.

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For transparency purposes, the USER declares to be aware that PUPILA uses databases from partner and independent companies linked to this Platform, among them: OpenAI, Anthropic, and Midjourney. Therefore, by using the PUPILA Platform, you agree to the Terms and Conditions of Use of the partner companies.

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The USER is PROHIBITED from reselling their Platform usage license and/or sublicensing the Platform and/or its data without PUPILA's express consent, under penalty of (i) immediate interruption of their access to the Platform, without the right to any reimbursement for any amounts paid; and (ii) obligation to compensate for losses and damages caused.

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In case of non-compliance with any clause and/or commitment assumed through this instrument, the USER will be responsible for indemnifying PUPILA, its commercial partners, employees, suppliers, and/or any third parties for direct, indirect, moral damages and/or lost profits, caused by or related to the use of the Platform and or any Content generated by the Platform.

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PUPILA will use its best efforts to ensure that the Platform functions properly, however, it is not possible to guarantee (i) its availability uninterruptedly or free from any errors or failures; and/or (ii) that it will not suffer an attack, invasion, and/or unauthorized modification by third parties.

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Thus, the USER declares to be aware that PUPILA is not responsible, under any circumstances, for losses and damages of any nature, including lost profits and emerging damages, caused:

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1. By decisions made and/or negotiations carried out having as support the information received via the Platform, including any financial losses resulting from this use. The USER must be clear that the information generated by PUPILA are simulations based on data and these results will not always be entirely consistent with reality. Hypothetical performance results have many inherent limitations and there are often significant differences between these and actual results, for which PUPILA is not responsible under any circumstances;

2. As a result of services, proprietary and/or third-party software used in the execution of the Platform, including its functionalities and/or its results;

3. By poor performance, unavailability, and technical and/or operational problems presented by the Platform, as well as any failure, loss of information, suspension, interruption, and/or any access difficulty that the USER may attribute to it;

4. By unavailability, errors, or failures presented by the Platform resulting from fortuitous events or force majeure or from cyber-attacks by vandals or hackers, beyond PUPILA's control and which occur against its will;

5. By errors or any inconsistencies in data transmission, by the quality or availability of the Internet connection, which prevent the adequate receipt of information by the Platform or by the USER;

6. By the presence of viruses or other harmful elements to the Platform, capable of causing changes in its computer systems (software and hardware), electronic documents, including financial ones.

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PUPILA reserves the right to alter the specifications and/or characteristics of the Platform for improvement and/or corrections of any errors, without prior notice to the USER.

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All texts, photographs, images, videos, illustrations, icons, technologies, links, and other audiovisual or sound content, including the Platform software, graphic designs, and source codes, are the exclusive property of PUPILA (or of a third party who has authorized its use by PUPILA) and are protected by international laws and treaties, with their copying, reproduction, or any other type of use being prohibited, and infringers being subject to corresponding civil and criminal sanctions, under the terms of Brazilian Laws No. 9,279/96, 9,609/98 and 9,610/98.

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The trademarks, trade names, distinctive signs, or logos of any kind presented through the Platform are also the property of PUPILA (or of a third party who allowed its use by PUPILA), so that the use of the Platform does not constitute authorization for the USER to make any type of use or disposal of such elements.

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The Content generated by the USER, including photos, videos, illustrations, icons, characters, and texts, but not limited to these, are the property of PUPILA. However, PUPILA licenses/sublicenses the right to use on a non-exclusive, royalty-free, perpetual, transferable, sublicensable, and worldwide basis to store, transfer, display, use, modify for the purpose of formatting for display, create derivatives, reproduce and distribute your Content.

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The first version of the platform will offer the Brand Zone product. Brand Zone is a dynamic and shared platform to put brand assets and guidelines at the center of a company's marketing efforts. It's a place to gather individual files to start fueling a brand hub.

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Considering that the Platform will be launched still during it's development stage, PUPILA understands it to be relevant to use the USER's usability experiences for improvement.

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This is because PUPILA believes in the importance of collaboration with the USER for continuous product improvement and encourages them to provide feedback, suggestions, and ideas to enhance the PUPILA Platform. Therefore, from time to time, PUPILA will provide USERS via email with the opportunity to participate in satisfaction surveys and feedback collection. Your participation as a USER will always be encouraged, although not mandatory.

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The USER is fully aware of the Platform's development phase and exempts PUPILA from any responsibility regarding the Platform's failures and inconsistencies, including losses and damages of any nature.

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PUPILA may modify the Platform to adapt it to technical or commercial market changes, to include new products or deactivate obsolete ones, to improve the USER experience, and for just cause. In particular, this just cause will be considered to exist if the modification is necessary due to: (i) a necessary adaptation to a new legal or jurisprudential situation; (ii) altered technical framework conditions (e.g., new browser versions); (iii) the protection of system security; or (iv) further development of the Platform. Such modifications should not substantially impair the functionality of the Platform. If any modification has such a negative and substantial material impact on the functionality of the Platform, PUPILA will make commercially reasonable efforts to communicate such changes to the USER in a timely manner through one of its communication channels.

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The USER may obtain a usage license to use the Brand Zone product and store up to 2 GB of content for free. If the USER needs storage space greater than 2 GB, they can subscribe to one of the paid plans offered on the website. PUPILA will provide plan alternatives considering different storage capacities.

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The functionalities of the Brand Studio product will be made available to the USER through monthly or annual subscription to a credit consumption plan.

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1. Subscriptions and renewals. When subscribing to the PUPILA Platform, you can sign up for a monthly or annual subscription. Your subscription will be automatically renewed monthly or annually, as applicable. You can cancel your subscription at any time.

2. Taxes. Subscription values already include all taxes, unless otherwise indicated by PUPILA, in an applicable invoice or if PUPILA has a legal obligation to collect and withhold taxes for any jurisdiction. Taxes will be calculated based on the billing information provided and the applicable tax rate at the time of subscription billing.

3. Cancellation. You can stop using the service and/or cancel your subscription at any time through your account settings. If you cancel your subscription, you will not be entitled to a refund of any amounts already paid and any pending amounts will become immediately due and payable.

4. Free Trials and Pilots. PUPILA may offer you a free trial period or credits that allow you to try out the Brand Studio features. PUPILA reserves the right to define eligibility requirements and the duration of free trials and pilots. At the end of the free trial period or after consuming the granted credits, access to the Service will cease until a credit consumption plan subscription is made.

5. Price changes. PUPILA reserves the right to change its prices at any time. If you are on a subscription plan, price changes will not apply until your next renewal or thirty (30) days after notice, whichever is later.

6. Billing Communications. You agree that PUPILA may contact you at any time by email, notifications, or other method with relevant information about your subscription, billing, and use of the service.

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The USER may stop using the Platform at any time, without prior notice.

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We reserve the right to limit access to Content, restrict, suspend or terminate the account of those infringing copyrights or who is not in compliance with these Terms. PUPILA may cancel the USER's access to the Platform or refuse to grant it, immediately and without prior notice, in the following situations:

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1. Total or partial non-compliance with any rules, conditions and obligations provided for in this document, in the Contract and/or in applicable legislation, including non-payment as contracted.

2. In case of deactivation of the Platform, PUPILA commits to send an official email notifying its USERS, in which case no compensation of any kind will be due.

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You can contact us reaching out via the Website https://www.pupila.ai/contact, in the "Contact" tab, or via email through support@pupila.ai.

This Document may be modified at any time without prior notice, as long as there is no legal prohibition in this regard. Any new version of the Terms will come into effect from the moment it is published. The USER will be informed in advance about the new version of the Terms, through notification and/or email, and the continued use of the offered services implies the the USER's acceptance of the new provisions.

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If any part of these Terms is considered invalid or unenforceable, such section should be interpreted in a manner consistent with applicable law, to reflect, to the extent possible, the original intention of the parties, and the remaining provisions will remain in full force and effect.

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If PUPILA eventually fails to enforce any rights or provisions of these Terms, this fact will not constitute a waiver, and it may regularly exercise its right within the legal deadlines.

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Acts of nature or force majeure will be exclusions of liability for the parties, in accordance with Brazilian legislation and as provided for in these Terms.

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You agree to the possible assignment or transfer of the obligations and rights provided for in these Terms by PUPILA to other companies, including: (i) subsidiaries or affiliates of PUPILA; (ii) acquirers of PUPILA's shareholdings, businesses or assets; or (iii) to a successor due to any corporate operation of PUPILA.

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Throughout the duration of the commercial relationship between PUPILA and the USER, the USER grants PUPILA permission to use its name and logo for marketing and sales purposes, in accordance with the USER's brand guidelines.

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PUPILA will only use the USER's name and logo for its own marketing and sales activities and under no circumstances will sell the USER's Data to third parties for their marketing purposes. Any other reference rights agreed between the USER and PUPILA will be specified in other documents.

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PUPILA will make its best efforts to ensure that any disputes are resolved extrajudicially through peaceful and consensual resolution methods. Thus, we are always available to listen to you and find the best way to solve your request through our digital channels.

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If an amicable resolution is not possible, we inform you that these Terms will be governed, interpreted and executed in accordance with the Laws of the Federative Republic of Brazil, with the jurisdiction of the São Paulo/SP County Court being competent to resolve any requests arising from this document.

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Last update in October/2024