The following Terms of Use govern the access to and use of the beta version of the Meistrari natural language IDE platform "Tela," and related services provided by MEISTRARI DESENVOLVIMENTO DE SOFTWARE LTDA ("MEISTRARI"). By accessing or using the Beta Platform, you agree to be bound by these Terms of Use. Please read them carefully before proceeding.
1.1 Terms appearing in uppercase that are not otherwise defined in these Terms of Use shall have the meanings set forth below:
2.1 Purpose. These Terms of Use govern the Client's access to and use of the Beta Platform and the Services. The Beta Platform and related services may be referred to collectively as the "Services."
2.1.1. Meistrari will provide access and use of the beta version of the Meistrari natural language IDE platform "Tela," for the creation, version control, testing, evaluation, and monitoring of LLM inference pipelines, and related Services in accordance with these Beta Platform Terms of Use (the "Beta Platform"). During the Term, Meistrari will provide:
2.1.2. Price per User: each Beta Platform license costs R$600.00 per User per month.
2.1.3. The Client shall be responsible for all infrastructure necessary to maintain the operation of the Beta Platform on its devices. These Terms of Use correspond only to the license of the Beta Platform and the Services and do not include any cloud services or potential licenses for other software, devices, or systems needed for the proper use of the Beta Platform.
2.1.4. Meistrari may, at its sole discretion, during the term of these Terms of Use, modify the Beta Platform or provide updates to the Beta Platform in order to preserve its functional characteristics, remove or add functionalities. Accordingly, Meistrari may, at its sole discretion, make any changes to the Beta Platform, including technical modifications, layout changes, and any tools or methods embedded in the Beta Platform, whenever it deems such changes necessary.
2.1.5. Any and all developments, adjustments, arrangements, improvements, alterations, or updates to the Beta Platform or its functionalities made by Meistrari, even if expressly requested by the Client, will remain the property of Meistrari, and Meistrari may use them freely and without limitation, including adapting them, enhancing them, transforming them, distributing them, marketing them, registering them, assigning them, and licensing them in any way, at its sole discretion.
2.2 Limited License. Subject to the terms of these Terms of Use, Meistrari grants the Client, during the Term, a limited, non-exclusive, non-transferable, and non-sublicensable license to allow its Users to access and use the configured Beta Platform according to the mutually agreed implementation requirements, solely for the Client's internal business purposes and not for the benefit of any other person or entity, whether third-party or that of the Client or User itself. The use of the Beta Platform will be subject to the usage limitations set forth in these Terms of Use. No right or license is granted except as expressly set forth herein.
2.3 License Restrictions. The Client will not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structure, ideas, know-how, algorithms, or any proprietary aspect of the Beta Platform; (b) modify, translate, or create derivative works of the Beta Platform, Documentation, or internal tools, nor attempt to alter its functionalities in any way; (c) use the Beta Platform or grant access to the Beta Platform for time-sharing purposes, bureau services, or otherwise for the benefit of third parties; (d) remove, conceal, alter, or in any way modify any copyright notices, trade secret notices, intellectual property notices, or any other legal notices contained in the Beta Platform or Documentation; (e) publish, disclose, distribute, or otherwise share with third parties any evaluation, test, analysis, benchmark, or examination of any kind regarding the Beta Platform without Meistrari's prior written authorization; (f) interfere with, disrupt, compromise, or otherwise harm the integrity, security, or performance of the Beta Platform, including but not limited to the introduction of any malware, virus, or malicious code; (g) use the Beta Platform for any purposes not expressly permitted under these Terms of Use, including but not limited to using the Beta Platform to create any similar or competing products or services; (h) use the Beta Platform in any manner that violates applicable laws, regulations, or infringes on the rights of third parties; (i) attempt, permit, authorize, or otherwise facilitate or encourage any of the actions mentioned in this Section; (j) resell access to the Beta Platform or build products that integrate or otherwise allow third-party access to the Beta Platform or Services; or (k) since the Beta Platform and the products and Services built from it are designed for the Client's internal use, not allow any third parties to use products built on the Beta Platform without Meistrari's prior authorization.
2.4 User Credentials. Meistrari will use commercially reasonable efforts to provide the Beta Platform to the Client and its Users during the Term. The Client is required to create separate access credentials or establish single sign-on ("SSO") functionality for each User to access and use the Beta Platform ("User Credentials"). The Client shall ensure that each User uses only their own User Credentials and does not share those User Credentials with a third party. Without limiting the foregoing, the Client is responsible, for itself and its Users, for the use, safeguarding, maintenance, and confidentiality of the User Credentials and for all access to and use of the Beta Platform by itself and its Users. The Client is also responsible for ensuring that each User fully complies with these Terms of Use.
2.4.1. Meistrari reserves the right, at its sole discretion and at any time, to modify the maximum number of the Client's accesses and User Credentials, including, without limitation, imposing restrictions on the number of Users that may be registered, establishing different levels of access, fees, or functionalities based on the quantity of Users, or implementing any other measures it deems necessary for the administration, maintenance, and security of the Beta Platform. Meistrari agrees to inform the Client about any changes that affect the use of the Beta Platform.
2.4.2. Meistrari may refuse access to the Beta Platform to any Users or third parties who, in Meistrari's sole discretion, pose a security or other risk to Meistrari's systems, data, interests, or Intellectual Property. Meistrari reserves the right to block or suspend access to the Beta Platform in cases of suspected fraud, or acts that violate ethics or integrity, or that may present risks to Beta Platform Users, or that are inconsistent with current norms and regulations.
2.5 LLM and Generated Output. The Client acknowledges and agrees that generative artificial intelligence ("LLM") sometimes produces unpredictable, random, incorrect, or inapplicable results. Meistrari is not responsible for any Generated Output provided by the LLM. The Client is solely responsible for: (a) ensuring that any queries, prompts, or other submissions comply with applicable law and with any applicable terms of the LLM; and (b) reviewing any Generated Output for accuracy, quality, bias, and compliance with applicable law. Meistrari cautions the Client that LLMs may generate Generated Output that is inaccurate, may not be of appropriate quality, may contain implicit bias, reinforce existing bias, or be inappropriate in other ways, and may not comply with applicable laws. Meistrari recommends that the Client carefully review all Generated Output.
2.6 Exclusivity. The Parties acknowledge and agree that there is no exclusivity in providing the Beta Platform and Services, so Meistrari may provide the same Beta Platform and Services to any third parties. Meistrari reserves the right to make the same Beta Platform and Services available to any third party, without requiring prior consent or notice to the parties involved under these Terms of Use. The Client acknowledges and agrees that Meistrari retains full freedom to establish similar agreements with other clients or partners while preserving Meistrari's commercial autonomy and flexibility.
3.1 Obligations of the Parties. The Client agrees to: (i) equip itself with the necessary hardware computers and devices to access the Beta Platform, employing available tools such as antivirus, firewall, etc., to help prevent electronic risks; (ii) keep the environment of its computers and other devices that access the Beta Platform safe; (iii) use up-to-date and efficient operating systems and browsers to utilize the Beta Platform; (iv) not use the Beta Platform for illegal purposes nor allow its access and use by unauthorized third parties; (v) not spread or install viruses or any other code, file, or software to interrupt, destroy, improperly access, limit, or interfere with the operation or security of the Beta Platform, as well as information, data, and equipment belonging to Meistrari or third parties; (vi) hire internet connection services with telecommunications operators or providers to enable access to the Beta Platform; (vii) provide all necessary information and documents for the proper provision of the Beta Platform by Meistrari, if applicable; (viii) make the required payments, as set forth in the Commercial Proposal; (ix) respect and protect Meistrari's Confidential Information and Intellectual Property, as per Sections 4 and 5 of these Terms of Use; (x) inform its Users about the technical requirements for using the Beta Platform to ensure proper usage for everyone and only for the contracted purpose; (xi) reinforce with all Users under its responsibility the obligation to comply with the rules in these Terms of Use and the Privacy Policy; (xii) correctly enter all information contained in its documents that will be used in the Beta Platform, being solely responsible for the truthfulness, accuracy, and consistency of any data submitted; (xiii) securely store the login information to the Beta Platform, remaining responsible for all actions performed by its Users; (xiv) collect, maintain, process, and transfer data in compliance with all relevant laws and regulations in Brazil and abroad; (xv) inform Meistrari of any irregularities that might be discovered so that Meistrari can perform the necessary corrections; and (xvi) not use the Beta Platform in a way that violates any laws or regulations in Brazil or abroad.
Meistrari, in turn, agrees to (i) make the Beta Platform available in an effective, efficient manner, with care, professionalism, and diligence, and to maintain the Beta Platform through updates; and (ii) use best security practices.
4.1 Confidential Information. Each Party (the "Receiving Party") understands that the other Party (the "Disclosing Party") has disclosed or may disclose business, technical, financial, or other confidential information concerning the Disclosing Party's business ("Confidential Information"). The Generated Output shall be considered the Client's Confidential Information. The Beta Platform, including any non-public information about its features, functionalities, design, structure, operation, and performance, any interest in or to any Meistrari Intellectual Property, and any processes, technical or business data of Meistrari, as well as information about Fees and Feedback, shall be considered Meistrari Confidential Information. The Receiving Party agrees to: (a) take precautions to protect the Disclosing Party's Confidential Information consistent with the precautions it takes to protect its own Confidential Information of a similar nature, but at least reasonable precautions, and (b) not publish, disclose, or reveal to any third party any of the Disclosing Party's Confidential Information.
Confidential Information does not include information that: (a) becomes generally available to the public; (b) was in the Receiving Party's possession or known by the Receiving Party before receipt from the Disclosing Party; or (c) was independently developed without use of or reference to the Disclosing Party's Confidential Information. Additionally, the Receiving Party may disclose the Disclosing Party's Confidential Information as required by applicable law or court order, or to protect its rights, including in litigation. Meistrari may disclose Client Data to its subcontractors as long as such subcontractors are subject to confidentiality terms that are consistent with or stricter than those in this Section 4.
4.2 Obligations. The obligations set forth in Section 4.1 will remain in effect for five (5) years following disclosure of the relevant Confidential Information between the Parties. Any Confidential Information of a Party that constitutes a trade secret will remain protected indefinitely.
4.3 Liability. The Parties acknowledge that any unauthorized use or disclosure by the Receiving Party of the Disclosing Party's Confidential Information may cause irreparable harm to the Disclosing Party for which ordinary remedies may be inadequate. Therefore, in the event of such unauthorized use or disclosure, the Disclosing Party is entitled to seek damages, direct and indirect losses, fines, costs, attorneys' fees, contractual penalties, and any other legal measures deemed necessary.
5.1 Meistrari Intellectual Property. The Client, on its own behalf and on behalf of its Users, acknowledges and agrees that all rights, title, and interests in: (a) the Beta Platform and all associated Documentation, including any improvements, updates, or modifications made; (b) all of Meistrari's Intellectual Property, including any software, applications, inventions, or other technologies developed by or for Meistrari in connection with the Beta Platform and Services; and (c) any intellectual property rights mentioned in (a) and (b) collectively, "Meistrari Intellectual Property," are the exclusive property of Meistrari. Nothing in these Terms of Use shall be interpreted to curtail or waive any of Meistrari's Intellectual Property, nor as an assignment or transfer to the Client of any of Meistrari's Intellectual Property. The contracted Services do not grant any intellectual property rights to the Client over the Beta Platform or Services, including but not limited to rights over algorithms, source code, or any other element of the Beta Platform. All rights, title, and interests in Meistrari's Intellectual Property, including any updates, extensions, fixes, changes, additions, customizations, improvements, and enhancements developed by Meistrari, with or without the Client's collaboration, remain the exclusive property of Meistrari, according to the laws of Brazil and any international treaties and conventions to which Brazil is a signatory.
5.2 Client Data; Client Output. The Client shall own all rights, title, and interests in the data or information that the Client or its Users upload or provide while using the Services ("Client Data"). The Client grants Meistrari a royalty-free, non-exclusive, perpetual, irrevocable license to use such Client Data for the purpose of providing and improving the Services for the Client and the Beta Platform, as well as for product development or improvement by Meistrari, as well as for the purposes set forth in Section 5.4. The Client shall be responsible for the accuracy and completeness of the Client Data and represents and warrants to Meistrari that it has all necessary rights to provide such Client Data to Meistrari as contemplated under these Terms of Use. Subject to Section 5.3, the Client shall own the Client Output.
5.3 No Implied Licenses. Except for the licenses expressly granted in these Terms of Use, nothing herein shall be interpreted as granting or transferring to the Client any right, title, or interest in Meistrari's Intellectual Property. If any Client Data or Client Output contains, uses, is integrated with, infringes, violates, or misappropriates any of Meistrari's Intellectual Property, the Client shall be fully responsible for any damages, losses, costs, and expenses incurred by Meistrari resulting therefrom, in accordance with Section 7.2 of these Terms of Use.
5.4 Usage Data. The Client acknowledges and agrees that all content submitted to Meistrari or the Beta Platform (including evaluations, Feedback, testimonials, suggestions, complaints, ideas, information, comments, contacts, and interactions with Meistrari by any means, as well as data and information used, generated, or associated with activities in the Beta Platform) automatically becomes the property of Meistrari, which will be the sole and exclusive owner of the intellectual property rights to such content. Meistrari is entitled to collect and analyze data relating to the provision, use, and performance of the Services, and may use such data to improve the Services or develop new products, including through machine learning or other techniques, as well as for other development, diagnostic, and correction purposes, and to develop algorithms for new products, services, and offerings. If the assignment of intellectual property rights in content created by the Client and shared with Meistrari is prohibited by applicable law, the Client hereby grants Meistrari an exclusive, worldwide, free of charge, unlimited, irrevocable license, effective in perpetuity (or for the maximum legal period of protection), to use and exploit the content in any manner and at Meistrari's sole discretion.
5.5 Feedback. From time to time, the Client may provide, at Meistrari's reasonable request, suggestions, comments, or feedback of any kind regarding the Beta Platform and the Services, including usability reports and potential bugs ("Feedback"). Without prejudice to the provisions of Section 5.1, Meistrari shall own all rights, title, and interests in any improvements to the Beta Platform, including those arising from any Feedback. The Client hereby assigns to Meistrari all rights, title, and interests it may have to any intellectual property in any Feedback the Client provides to Meistrari.
5.6 Use of Trademarks. Meistrari may use the Client's name, images, trademarks, logos, and other distinctive signs in all its communication channels and means, both internal and external, including but not limited to its website, social networks, and materials intended for the public, whether printed or digital, for promotional or institutional materials at Meistrari's discretion, which the Client fully understands and agrees to.
5.7 Survival. The provisions of this Section shall survive expiration or termination of these Terms of Use.
6.1 Price. The Client shall pay Meistrari the Price according to these Terms of Use. The Price is due and payable except as otherwise agreed in writing.
6.2 Invoices. Except as otherwise stipulated in these Terms of Use, Meistrari will invoice the Client monthly in arrears for the Price. All payments shall be due within ten (10) days of the applicable invoice date. Any amounts owed to Meistrari under these Terms of Use that are not received by the due date will be subject to a late fee of 1.5% per month, pro rata die, or the maximum allowed by law, whichever is less. The Client shall pay the amounts due in each invoice without deducting any taxes that may be applicable to such payments. Except as expressly authorized in writing by Meistrari, the Client is hereby expressly prohibited from assigning or transferring any credits or obligations under these Terms of Use to third parties for any reason. Failure to pay amounts due for more than 15 (fifteen) consecutive days from the date of the invoice will result in suspension of the Client's access to the Beta Platform and the Services until all amounts owed to Meistrari are paid in full.
6.3 Taxes. All taxes and levies owed because of these Terms of Use shall be the exclusive responsibility of each Party as defined by tax legislation, and Meistrari shall withhold any amounts it is legally required to withhold. The Client is responsible for paying any and all withholding, sales, value-added, or other applicable taxes, fees, or charges in connection with these Terms of Use. Meistrari reserves the right, at its sole discretion, to invoice the Client and collect fees due through its affiliates or any related entities.
6.4 Price Calculation. The Price is calculated by taking into account the pricing of Credits and the minimum monthly Credits contracted by the Client. The higher the monthly Credits commitment, the higher the discount on the Credits Price, as specified in the rate table. The calculation of the number of Credits for a single inference may be adjusted at Meistrari's sole discretion. The Client may opt to increase the minimum monthly Credits amount. In that case, Meistrari will consider the new minimum monthly amount starting in the following month after the Client's request and will issue new invoices based on the revised Price.
6.4.1. For the use of Credits, the Client is required to select and commit to a minimum monthly consumption tier, as specified in Section 2 of these Terms of Use. If the Client's credit consumption exceeds the agreed minimum, Meistrari will charge the Client for the additional use proportionally. Meistrari agrees to inform the Client reasonably in advance about any changes in the Credits calculation logic, ensuring transparency and allowing the Client to adjust its usage as necessary.
6.4.2. The Client acknowledges and accepts that variations in the number of Credits used for each request may occur due to changes in the prices of the underlying providers used by Meistrari to provide the Services and the Beta Platform.
7.1 Term. These Terms of Use will remain in effect only for the Term specified and will automatically end at the end of the Term, unless earlier terminated in accordance with Sections 7.2 and 7.3.
7.2 Early Termination. The Client may terminate these Terms of Use by providing Meistrari with at least thirty (30) days' written notice, subject to the following conditions: (i) termination during the first 12 (twelve) months of these Terms of Use ("Minimum Term"): the Client shall pay Meistrari a compensatory penalty equivalent to the total outstanding balance remaining until the 12-month Minimum Term is reached; (ii) termination between the thirteenth and twenty-fourth month: the Client may terminate these Terms of Use by paying a penalty of thirty percent (30%) of the total amount of the remaining installments. Meistrari may terminate these Terms of Use without cause at any time by giving the Client at least thirty (30) days' prior written notice, without payment of any penalty or compensation.
7.3 Termination for Cause. These Terms of Use may also be immediately terminated by Meistrari without prior notice under any of the following circumstances: (a) total or partial breach of any clause, condition, or provision of these Terms of Use that, if remediable, is not remedied within the period granted by Meistrari, or is immediately terminated if not remediable; (b) evidence that Meistrari will not be able to properly provide the Beta Platform due to the Client's failure to supply adequate infrastructure; (c) when either Party requests, obtains, or is subject to bankruptcy or judicial or extrajudicial reorganization, or dissolution, whether judicial or extrajudicial; (d) breach of any applicable law or regulation; (e) acts of the Client that discredit or damage Meistrari's public image; (f) failure to pay agreed amounts for more than 15 (fifteen) days from receipt of Meistrari's notification of non-payment; (g) in the event of force majeure or unforeseeable circumstances that affect the provision of the Beta Platform for a period exceeding 30 (thirty) days.
7.4 Effects of Termination. If the Client causes termination of these Terms of Use under Section 7.3, it shall pay Meistrari, as a termination penalty, an amount equal to ten percent (10%) of the Price, plus any proven losses and damages, and the early termination penalty set forth in Section 7.2.
7.5 Access to the Beta Platform. Upon termination or expiration of these Terms of Use, the Client acknowledges and agrees that the Beta Platform license will be automatically blocked by Meistrari, and the Client, on its own behalf or on behalf of its Users, is prohibited from accessing or attempting to access the Beta Platform. Failure by the Client to comply with the obligations set forth in this Section shall result in the Client paying a penalty corresponding to the Price for 30 (thirty) days of Platform use per month, until the Beta Platform is completely discontinued by the Client. No data, information, result, report, or conclusions will be available for the Client to access, and it is the Client's sole responsibility to perform any backup necessary for compliance with its legal obligations in its business activities, while also respecting the confidentiality obligations in Section 4 of these Terms of Use. Under no circumstances will Meistrari be held liable for any loss or damage to the Client if it needs information for the conduct of its business that is not made available by Meistrari after the termination of these Terms of Use.
7.6 Survival. The following Sections of these Terms of Use shall survive termination: 2, 3.1, 4, 5, 6.3, 7.4, 7.5, 9.3, 10.1, 11.3, and 12.
8.1 Beta Platform. The Client acknowledges and agrees that the Beta Platform and the Services are provided solely in a beta version as described in these Terms of Use, and that any use or reliance on the Beta Platform and the Services is at the Client's sole risk. The Client understands that the Beta Platform may have flaws, interruptions, or errors because it is a test version subject to change. Meistrari makes no representation or warranty regarding the accuracy, completeness, reliability, or usefulness of any Client Output, Generated Output, or other information produced through the use of the Services and the Beta Platform. Meistrari will not be liable for any decision, action, or omission by the Client based on any Client Output, Generated Output, or other information derived from the Beta Platform and the Services, nor does it assume any liability for any losses, damages, or adverse consequences resulting from the Client's decisions or actions taken in the Beta Platform.
8.2 Disclaimer. WITHOUT PREJUDICE TO SECTION 8.1, THE BETA PLATFORM AND THE SERVICES, AS WELL AS ANY CLIENT OUTPUT, GENERATED OUTPUT, OR ANY RESULTS ARISING FROM USE OF THE SERVICES AND THE BETA PLATFORM, ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. MEISTRARI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT MAY ARISE FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MEISTRARI DOES NOT WARRANT THAT THE BETA PLATFORM AND THE SERVICES WILL MEET THE CLIENT'S REQUIREMENTS OR EXPECTATIONS, BE SECURE, UNINTERRUPTED, ERROR-FREE, OR OPERATE WITHOUT PROBLEMS WITH ANY SYSTEM, INFRASTRUCTURE, SOFTWARE, OR OPERATING ENVIRONMENT OF THE CLIENT OR THIRD PARTIES. THE CLIENT ASSUMES ALL RESPONSIBILITY FOR EVALUATING AND DETERMINING THE SUITABILITY OF THE SERVICES FOR ANY SPECIFIC PURPOSE.
9.1 Indemnification. Subject to Sections 7.2 and 7.3, during the Term, Meistrari agrees to defend, indemnify, and hold the Client harmless from losses proven to have been suffered or incurred by the Client arising out of or in connection with third-party claims resulting from: (a) Meistrari's gross negligence or willful misconduct; or (b) assertions that the Beta Platform infringes a third party's patent, copyright, trademark, or trade secret. If the Client's use of the Beta Platform is an infringement, or Meistrari believes it to be such infringement, Meistrari may, at its sole discretion: (i) modify the infringing component of the Beta Platform to eliminate the infringement; (ii) obtain for the Client the right to continue using the Beta Platform; or (iii) terminate these Terms of Use.
9.2 Exclusions. Meistrari's defense and indemnification obligations shall not apply, and Meistrari shall have no liability for any Losses, to the extent that the alleged intellectual property infringement arises from: (a) use of the Beta Platform or Services by the Client in combination with any products, software, or services not provided or approved by Meistrari, or any use contrary to these Terms of Use or any Documentation provided by Meistrari; or (b) any modification, alteration, or adaptation of the Beta Platform or Services by the Client or third parties on the Client's behalf that was not created by or previously authorized in writing by Meistrari. Furthermore, Meistrari will not be liable for any infringement resulting from the Client's failure to use updated or patched versions of the Beta Platform or Services if such updates or patches would have prevented the alleged infringement.
9.3 Indemnification by the Client. The Client agrees to defend, indemnify, and hold harmless Meistrari, its affiliates, and each of their respective partners, members, managers, trustees, beneficiaries, directors, officers, shareholders, representatives, as well as the successors and assigns of any of the foregoing, from and against all and any Losses, damages, liabilities, costs, and expenses that may be suffered or incurred by any of them, directly or indirectly, arising out of or in connection with any third-party claims relating to: (a) the Client's use of the Beta Platform or Services, including any use that does not comply with these Terms of Use or any Documentation provided by Meistrari; (b) any breach of the terms and conditions of these Terms of Use by the Client, its Users, or anyone acting on the Client's behalf; or (c) any act of negligence, fraud, willful misconduct, or other wrongful behavior by the Client, its agents, employees, or representatives. The Client shall be responsible for all defense costs, including reasonable attorneys' fees, litigation costs, and any other legal expenses incurred by Meistrari as a result of such claims.
9.4 Indemnification Conditions. For either Party's indemnification obligations to be triggered (the "Indemnifying Party"), the Party seeking indemnification (the "Indemnified Party") must comply with the following conditions: (a) promptly notify the Indemnifying Party of any Claim that may give rise to an indemnification obligation, providing sufficient details to enable full assessment of the situation; (b) grant the Indemnifying Party full and exclusive control of the defense and resolution of such Claim, including selecting counsel and devising the defense strategy; (c) fully cooperate with the Indemnifying Party in all aspects of the defense, providing any information, documents, and assistance that may be reasonably requested; and (d) refrain from negotiating, settling, or compromising any Claim without the prior written consent of the Indemnifying Party. The Indemnified Party shall immediately notify the Indemnifying Party of any actual or potential third-party Claim that may be subject to indemnification under this Section. The Indemnifying Party will be responsible for paying all Losses incurred by the Indemnified Party in connection with any Claim covered by this Section.
9.5 Specific Definitions. For the purposes of this Section 9, the following terms shall have the following meanings: "Claim" refers to any demand, allegation, action, lawsuit, process, investigation, or other request or demand, whether civil, criminal, administrative, regulatory, arbitral, or investigatory in nature, whether actual, threatened, or potential; and "Losses" includes all and any damages, fines, penalties, deficiencies, losses, liabilities (including amounts from settlements and judgments), costs, and expenses (including interest, court costs, and reasonable fees and expenses for attorneys, accountants, and other experts and professionals, or other reasonable fees and expenses related to legal proceedings, procedures, any Claim, default, or assessment).
10.1 Limitation of Liability. Meistrari uses its best efforts to prevent infection, alteration, or viruses in its systems (hardware and software), but cannot guarantee the absence of these or other potentially harmful elements that may cause alterations in programs, applications, Beta Platform, Services, and devices, nor shall it be liable for damages that might arise as a result. Meistrari is not liable for damages of any nature arising from illegal acts committed by third parties via the Beta Platform, such as hacking accounts, hacking the web, identity theft, or violations of any laws. Meistrari shall not be liable in any event, whether jointly or secondarily, for damages or losses arising from (i) acts by the Client, its Users, or third parties; (ii) unforeseeable circumstances or force majeure, pursuant to Article 393 of Law No. 10.406, dated January 10, 2002 (the Brazilian Civil Code); (iii) delays or inability to properly use the Beta Platform; and (iv) unavailability or instability of the Beta Platform or the Services, including but not limited to those caused by harmful programs (such as viruses, trojans, hackers, malwares, and ransomwares), suspension of access to the Beta Platform, or IT system or server failures, or general Internet connectivity failures to the Beta Platform. Nothing in these Terms of Use is intended to exclude or limit any condition, warranty, right, or liability that cannot be legally excluded or limited. Some jurisdictions do not allow certain warranties or conditions to be excluded or liability for loss and damage to be limited or excluded. Accordingly, only the limitations permitted by law in the Client's jurisdiction shall apply. In cases where liability cannot be excluded but may legally be limited, Meistrari's total liability shall be limited to R$1,000.00 (one thousand reais).
11.1 Personal Data Protection. The provisions of this Section apply to the processing of Personal Data ("Personal Data"), under the terms of the Brazilian General Data Protection Law (Law No. 13.709/2018 or "LGPD"), as subsequently amended, by the Parties and by any third parties involved in the context and for the purposes of fulfilling these Terms of Use. The Parties must comply with applicable legislation regarding personal data protection and privacy, including their employees and subcontractors, if applicable. The Parties agree to respect privacy and protect the Personal Data of Beta Platform Users, and to use such data exclusively for the purposes described in these Terms of Use and in accordance with the Beta Platform's Privacy Policy.
11.2 Compliance. The Parties commit to complying with all information security policies, rules, and guidelines for protecting Personal Data, especially Sensitive Data, including but not limited to storage, encryption, and access controls, to protect against loss, unauthorized disclosure, and unauthorized access, whether accidental or otherwise ("Incident"), and shall take measures to provide adequate security for risks arising from the nature of the data. The Parties commit to immediately notify the other Party if any incident or suspicion arises regarding the violation, damage, loss, destruction, or any illegal or unauthorized processing of Personal Data.
11.3 Storage. Personal Data shall be deleted from the Parties' systems pursuant to the request of the data subjects or when the data is no longer essential for the permitted uses, except when there is any legal or contractual basis for its retention (for example, any legal obligation to store the data, or the need to preserve the data for protecting a Party's rights).
12.1 Non-Competition; Non-Compete. During the term of these Terms of Use and for 5 years after their termination or expiration, whether by Meistrari or by the Client, the Client agrees, for itself and its Users, not to directly or indirectly develop, launch, market, promote, distribute, or otherwise engage in any activity or venture that competes with the Beta Platform or with any products or Services offered by Meistrari, in any market or territory in which Meistrari operates or plans to operate. The Client also agrees not to assist third parties in any activity that may compete with Meistrari's business, including, but not limited to, sharing knowledge, techniques, Confidential Information, or strategies that may directly or indirectly benefit a competitor of Meistrari. The Client further acknowledges that this non-competition obligation is reasonable and necessary to protect Meistrari's business interests and Intellectual Property, and that any breach of this Section may cause irreparable harm to Meistrari, subjecting the Client to legal remedies, including, but not limited to, injunctive relief and compensation for damages.
12.2 Anti-Corruption. The Parties represent and warrant that they are familiar with and will operate in compliance with any Anti-Corruption Laws applicable to their relationship. Each Party represents, on its own behalf and on behalf of its parent companies, officers, employees, attorneys, representatives, and collaborators of any nature, that it has not and will not directly or indirectly pay, offer, donate, or promise to pay or authorize payment or give anything of value to (i) a government official; (ii) a person acting for or on behalf of a government official; or (iii) any other person who influences or might influence a government official's actions, for the purposes of securing or maintaining business, obtaining special concessions, or paying to receive favorable treatment on business or concessions already obtained. Nor will it pay, offer, donate, or promise to pay or authorize payment, directly or indirectly, in any manner, to any people, companies, or private entities with the purpose of obtaining an undue advantage, influencing any act or decision, or directing business or compliance with special concessions illicitly.
12.3 Entire Agreement. These Terms of Use supersede and replace any prior or existing agreements or understandings, whether oral or written, between the Parties regarding the same subject matter.
12.4 Severability. Any changes to these Terms of Use shall only be valid and effective if properly formalized through a contractual addendum duly signed by the Parties. Verbal commitments or agreements are expressly invalid and not binding upon the Parties.
12.5 Waiver. Any forbearance, concession, or delay by a Party in exercising a contractual right in response to the other Party's breach shall not constitute a modification, novation, or waiver of the right, and shall be considered mere leniency. If any provision of these Terms of Use becomes null or is deemed omitted, such nullity or omission shall not affect the validity of the remaining provisions of these Terms of Use. In such a case, the Parties shall make every effort to establish terms and conditions that approximate, in practical effect, the provision(s) that need to be modified or eliminated.
12.6 Independence of the Parties. The Client and Meistrari acknowledge that they are independent contracting parties, and nothing in these Terms of Use shall cause them to be deemed partners, employees, associates, or legal representatives of one another, nor claim to have the powers or authority to act in one another's name in relation to third parties.
12.7 No Assignment. The Client may not assign to third parties the rights and obligations arising from these Terms of Use without the prior written consent of Meistrari. Meistrari, in turn, may assign the rights and obligations arising from these Terms of Use to any third parties or to any of its parent, subsidiary, or affiliated companies.
12.8 Binding Effect. These Terms of Use are executed on an irrevocable and non-rescindable basis, binding the Parties and their successors and heirs of any kind.
12.9 Representatives. The Parties represent and warrant, under penalty of law, that the undersigned signatories of these Terms of Use are their legal representatives, duly appointed under their respective bylaws, with authority to bind each Party to the obligations assumed herein.
12.10 Currency; Exchange Rate. Except as expressly stated otherwise in writing, all references to "$," "US$," or "dollars" in these Terms of Use refer to United States Dollars, which is the currency used for all purposes of these Terms of Use.
12.11 Relationship of the Parties. The Parties are independent contractors in relation to each other. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use, and the Client has no authority of any kind to bind Meistrari in any respect.
12.12 Notices. All notices, communications, and requests required to be given by one Party to the other must be made in writing to the interested Party via electronic or registered mail sent to the addresses provided in the preamble of these Terms of Use. All notices will be deemed duly delivered: (i) when received if delivered in person; (ii) upon electronic confirmation if transmitted by email; (iii) on the day following dispatch if sent for next-day delivery by a recognized overnight courier service; or (iv) upon receipt if sent by certified or registered mail with return receipt requested.
12.13 Electronic Signature. The Parties and their witnesses acknowledge that the electronic signatures on this document have the same effect as a physical signature for all purposes.
12.14 Governing Law. Before commencing any legal proceedings, the Client and Meistrari agree to attempt to resolve any disputes amicably. If such a procedure fails, the Client and Meistrari may submit any disputes related to these Terms of Use to the Brazilian Judiciary, electing the Central Court of the City of São Paulo, State of São Paulo, as the exclusive competent forum, waiving any other, however privileged it may be.
12.15 Interpretation. The words "including," "includes," "include" shall be deemed followed by "without limitation." References to a "Party" mean either the Client or Meistrari. Section headings in these Terms of Use are for convenience only and shall not affect interpretation. Any reference to "or" in these Terms of Use means "and/or."
MEISTRARI
Date of Last Update: 01/15/2025
Contact:
- Email: legal@tela.com
- Address: Alameda Ministro Rocha de Azevedo 599, apt 11