1. PARTIES

1.1 The purpose of these Terms and Conditions of Use (“TCU”) is to set the conditions of use of “SCUP” made available by CUSTOMER FIRST S.A., having its principle place of business at Rua Gomes de Carvalho 1510, Vila Olímpia, São Paulo – SP, enrolled with the Corporate Taxpayers’ Registry (“C.N.P.J.”) under no. 003.830.701/0001-46 (hereinafter "CUSTOMER FIRST"), through SCUP’s website, at www.scup.com.br, (hereinafter the "Website"). SCUP is an online platform of social media management provided through data monitoring, insertion, relationship, and statistics (hereinafter the "Service").

1.2 The effective registration of the form contained on www.scup.com.br will grant the condition of user of the Service to the person identified therein (hereinafter the "User"), and the consequent and express consent to all the terms in these TCU, in force at the time the User hires the Service. Thus, the User is to read these TCU carefully prior to accepting them.

1.3 All notices, instructions, rules, or policies published on the Website constitute an integral part of these Terms and Conditions.

2. PURPOSE

2.1 These Terms and Conditions regulate the rendering of the Service by CUSTOMER FIRST, and the use of the Service by the Users.

2.2 CUSTOMER FIRST, in order to preserve the quality and functionality of the Services, reserves the right to unilaterally alter, at any time, the presentation and set up of the Service, as well as the conditions herein required for the use of same.

3. SERVICE

3.1 The Service offers Users access to a monitoring and social media management platform. This platform is intended for Users who need to follow up, insert content, manage relationships, and generate data statistics. The User will access the Services through the following URL: www.scup.com.br.

3.2 The User shall be responsible for his/her registration with the Website in order to allow the use of the Service, agreeing to provide true and correct information only.

3.3 The User shall also be responsible for any use of the Services, and the use of such for unlawful purposes will not incur any liability to CUSTOMER FIRST.

4. USE OF THE SERVICE

4.1 Use of the Service, under these TCU, shall depend on the registration of the User’s personal information ("Personal Information") on the Website’s single registration form, and on consequently obtaining a login and a password (hereinafter jointly referred to as "Access Passwords").

4.2 It is worth highlighting that the User shall be liable for maintaining the confidentiality of its Access Passwords, and hereby agrees to use them diligently, and to immediately notify CUSTOMER FIRST in the event of loss, theft, or any unauthorized use of same.

4.3 Users shall be exclusively responsible for and shall guarantee the veracity, accuracy, term, and authenticity of all the Personal Information provided in the registration.

4.4 The User may not use the Services for any unlawful purpose, including, but not limited to the (i) publication, access, or search of content contrary to decency and good morals; (ii) publication, access, or search of any kind of pornographic content or which may incite pornography, pedophilia, or any such other illegal practice; (iii) unauthorized publication, access or search of content by the holder of the rights related thereto, and in the case of photographs, videos, or any other material containing images of people, not authorized by such people; (iv) publication, access, or search of content inciting violence of any kind, discrimination of race, religion, gender, nationality, sexual orientation, or any other kind of discrimination; and (v) the publication, access, or search of content promoting illegal activities or of doubtful legality.

4.5 Upon the submission of the User’s registration, the Personal Information shall then receive a computerized treatment, as set forth in the Privacy Policy published in the Website.

4.6 Users’ registrations can be canceled at any time and without notice, in case, at the discretion of CUSTOMER FIRST, the practice of any act or conduct (i) violating any laws or regulations in force in the country, or (ii) disrespecting these TCU, mainly the obligations of the User described below, should be verified.

4.7 The cancellation of the registration shall prohibit the continuity of the use of the Service by the User.

4.8 Taking into account the substantial volatility of the Internet and the fact that CUSTOMER FIRST does not hold the control thereof, the availability and continuity of the Service operation are not guaranteed by CUSTOMER FIRST, which shall be exempt from any and all liability related to any damage or losses of any nature that may be caused due to the unavailability or interruption of the service, whether due to technical issues or to the lack of interest of CUSTOMER FIRST in maintaining the Service.

5. OBLIGATIONS OF USER

5.1 Notwithstanding the foregoing, the User agrees to use the Service always in accordance with the law, decency and good morals, and public order.

5.2 User further agrees to use the Service in a prudent and diligent manner, refraining from using it as a means to engage in illegal practices or not in conformity with these Terms and Conditions, or practices that are harmful to the rights and interests of third parties, or that in any way may damage or overload the Service, the IT equipment of other Users or other Internet users (hardware and software), as well as the documents, files, and all kinds of content stored in its IT equipment (hacking), or preventing the regular use or enjoyment of such Service, IT equipment, and documents, files, and contents on the part of the Users and other Internet users.

5.3 User shall undertake the following:

5.3.1 RECOGNIZE HE/SHE IS THE SOLE LIABLE PERSON FOR USING THE SERVICE, THE LATTER BEING FURNISHED EXCLUSIVELY IN ACCORDANCE WITH THESE TERMS AND CONDITIONS, WITHOUT ANY OTHER GUARANTEES, PURSUANT TO THE LIMITS PERMITTED UNDER THE LAW.

5.3.2 DECLARE, RECOGNIZE AND AGREE THAT THE SEARCH BASE USED IN THE RENDERING OF THE SERVICES IS THE INTERNET, AND TAKING INTO ACCOUNT THAT CUSTOMER FIRST DOES NOT HAVE ANY CONTROL THEREOF, CUSTOMER FIRST SHALL NOT OFFER ANY GUARANTEE FOR OBTAINING ANY RESULT AT THE TIME THE SERVICES ARE RENDERED. IN CASE OF PRESENTATION OF RESULTS AT THE TIME THE SERVICES ARE RENDERED, AS TO SUCH INFORMATION, CUSTOMER FIRST SHALL NOT OFFER ANY GUARANTEE AS REGARDS THE INFORMATION OBTAINED, INCLUDING, BUT NOT LIMITED TO INFORMATION THAT IS (I) CORRECT; (II) TRUE; (III) PROPER FOR ANY SPECIFIC PURPOSE; AND (IV) RELATED TO THE IDENTITY OF THE AUTHOR, SOURCE, OR ORIGIN. CUSTOMER FIRST SHALL NOT ASSUME ANY LIABILITY IN RELATION TO THE CONTENT OF THE INFORMATION OBTAINED BY THE USER AS A RESULT OF THE USE OF THE SERVICES, AND FOR ANY DAMAGE CAUSED BY SUCH CONTENT.

5.3.3 The User agrees not to (a) use the Service with the purpose of transmitting/disclosing material that is illegal, libelous, that violates the privacy or ownership of third parties, or that is abusive, threatening, offensive, detrimental, obscene, harmful, or that can in any way be censored, (b) practice any acts that violate or incite the violation of municipal, state, federal, or international laws or regulations; (c) transmit/disclose information that is false, ambiguous, inaccurate, exaggerated, or untimely, which may lead to error as to its object or the intent or purposes of the communicator; and (d) not to use the Service to advertise products or services, always respecting the non-commercial nature of the Service.

5.3.4 The User agrees not to use the Service with the purpose of storing, distributing, spreading, or making available to third parties, any type of content, and in general any type of material which alone or which transmission (a) disregards, dismisses, or goes against civil liberties, as well as public and individual liberties recognized by the Constitution in international treaties and in the legal system, in general; (b) induces, incites, or promotes civil wrongs, libel acts, defamation, violent acts, or in general that is contrary to the law, decency and good morals, and to the public order; (c) induces, incites, or promotes acts, attitudes discriminating gender, race, religion, beliefs, age, or social condition; (d) incorporates messages of wrongful, violent, or degrading nature or that are, in general, contrary to the law, decency and good morals, and to the public order; (e) induces or may induce to an unacceptable state of anxiety or fear or which may constitute a threat or blackmail to third parties; (f) induces or incites to become involved in hazardous practices, of risk, or harmful to the health and physical balance; (g) is false, ambiguous, inaccurate, exaggerated, or untimely, which may lead to error as to its object or the intent or purposes of the communicator; (h) is protected by any intellectual or industrial property rights owned by third parties, without the User having previously obtained from its holders the necessary authorization for the use he/she performs or intends to perform; (i) violates the business secrets of third parties; (j) is contrary to the right, honor, and personal and family unit or to the image of the people themselves; (k) violates the rule on the secret of communications; (l) constitutes, as the case may be, illegal, misleading or unfair publicity and, in general, which constitutes unfair trade; (m) causes, due to its characteristics (such as form, extension, etc.), difficulties in the regular operation of the Service; (n) contributes, facilitates or encourages, in any way, the practice of any form of violation to the intellectual property rights of any content made available on the Internet. Such prohibition does not include all the following forms of software piracy: (i) availability of serial numbers of software that may be used to validate or register the software illegally; (ii) availability of tools the purpose of which is the illegal access to the software (not including tools legitimately useful for software developers, systems administrators, among others); (iii) availability of any software files over which the Users do not own copyright or rights to make it available; (o) facilitates the spread or that contains virus-infected material, corrupted data, or any other harmful or damaging element.

5.3.5 Furthermore, the User may not use the Service for (i) remote loading; (ii) mirroring, or as an entry to or signaling another Homepage; (iii) the availability of executable software or download emulators through the Homepage; (iv) the submission of files to CUSTOMER FIRST’s directory with extension renamed to another directory other than the original extension of the file; (v) exposure of hyperlinks to content not permitted by CUSTOMER FIRST; (vi) obtaining identifying personal information for illegal use or purposes; (vii) disclosing material or links of any sweepstakes, contests, or games that require the payment of a participation fee, or similar practice.

5.3.6 The User’s connection, whether by transmitting or otherwise being connected to the submission of any sort of unsolicited spam or e-mail, shall allow CUSTOMER FIRST to cancel the registration of such User. Moreover, should the losses and actual damage not be reasonably calculated due to the difficulty inherent to the calculations of such nature, the User shall agree to pay CUSTOMER FIRST the amount of R$ 100.00 (One Hundred Reais), on the basis of losses and damage, for each unsolicited spam or e-mail message transmitted on its own account and related thereto. The User otherwise agrees to pay CUSTOMER FIRST for the losses and actual damage to the extent they can be reasonably calculated.

5.3.7 CUSTOMER FIRST shall collaborate with public authorities in order to locate individuals that in any way have offered or made reference to illegal material, and, at its sole discretion, may inform the competent authorities of the existence of such facts, furnishing copies of such material without the need to obtain prior consent from the User.

6. USE BY THIRD PARTIES

6.1 Given the nature of the Service, the User declares he/she is aware that third parties will access the Website, and may download the content of same and make use of said material for any purposes that may not be authorized by these TCU.

7. EXCLUSION OF GUARANTEES AND LIABILITIES

7.1 CUSTOMER FIRST will not guarantee the availability or the continuity of the Service, and shall be exempt from any liability for damage and losses of any nature that may be caused due to the non-availability of interruption of the Service.

7.2 CUSTOMER FIRST will not guarantee (i) the safety and privacy of the Users during the use of the Service; and (ii) that unauthorized third parties be prevented from accessing and possibly intercepting and manipulating the content made available through the Service or communications of any class that the Users transmit or make available through the Service.

7.3 CUSTOMER FIRST SHALL BE EXEMPT FROM ANY LIABILITY RELATIVE TO DAMAGE AND LOSSES OF ANY NATURE THAT MAY BE CAUSED AS A RESULT OF THE ACCESS, INTERCEPTION, ELIMINATION, ALTERATION, MODIFICATION, OR MANIPULATION BY UNAUTHORIZED THIRD PARTIES OF FILES AND COMMUNICATIONS THAT ARE STORED, TRANSMITTED, OR MADE AVAILABLE TO THIRD PARTIES THROUGH THE SERVICE.

7.4 CUSTOMER FIRST will not monitor the Users or the communications made during the use of the Service. The User recognizes and agrees that CUSTOMER FIRST shall not endorse the content of any communication of the Users, of the content disclosed by the Users, and of any other content of the Users of the Services. Furthermore, as provided for above, CUSTOMER FIRST shall not be held liable for any illegal or libelous material, or material that may violate privacy rights, or that may be abusive, threatening, obscene, detrimental, or censorable in any way, or that may infringe intellectual property rights or other rights of third parties.

7.5 CUSTOMER FIRST SHALL BE EXEMPT FROM ANY DIRECT OR INDIRECT LIABILITY FOR DAMAGE OR LOSSES OF ANY NATURE THAT MAY BE CAUSED BY THE USE OF THE SERVICE, THE CONTENT MADE AVAILABLE, AND OF THE MESSAGES AND COMMUNICATIONS THAT MAY BE TRANSMITTED THROUGH THE WEBSITE.

7.6 THE USER SHALL BE EXCLUSIVELY LIABLE FOR THE VERACITY, TERM AND/OR AUTHENTICITY OF THE INFORMATION DISCLOSED OR MADE AVAILABLE BY THE USERS TO OTHER USERS ABOUT THEMSELVES, AS WELL AS THE DAMAGE AND LOSSES OF ANY NATURE, WHICH MAY BE DUE TO SIMULATION OF THE PERSONALITY OF A THIRD PARTY PERFORMED BY A USER IN ANY CLASS OF COMMUNICATION PERFORMED THROUGH THE SERVICE, CUSTOMER FIRST BEING FORTHWITH EXEMPT FROM ANY LIABILITY IN THIS REGARD.

7.7 WHEN USING THE WEBSITE OR OTHER WEBSITES OF SERVICES OF CUSTOMER FIRST, THE USER AGREES THAT WITHIN THE LIMITS OF THE LAWS IN FORCE, THE LIABILITY OF CUSTOMER FIRST SHALL BE LIMITED TO THE DIRECT MATERIAL DAMAGE PROVEN TO HAVE BEEN CAUSED BY CUSTOMER FIRST. IN ANY EVENT, ANY INDEMNIFICATION DUE BY CUSTOMER FIRST SHALL BE LIMITED TO THE AMOUNT EQUIVALENT TO ONE MONTHLY FEE OF THE PLAN PAID BY USER, IF APPLICABLE.

7.8. THE AVAILABILITY AND CONTINUITY OF THE SERVICE OPERATION WILL NOT BE GUARANTEED BY CUSTOMER FIRST, WHICH SHALL BE EXEMPT FROM ANY AND ALL LIABILITY RELATED TO ANY DAMAGE AND LOSSES OF ANY NATURE THAT MAY BE CAUSED DUE TO THE UNAVAILABILITY OR INTERRUPTION OF THE SERVICE, WHETHER DUE TO TECHNICAL ISSUES OR TO THE LACK OF INTEREST OF CUSTOMER FIRST IN MAINTAINING THE SERVICE.

8. COPYRIGHT

8.1 CUSTOMER FIRST shall ensure to the User a personal, non-transferable, and non-exclusive license to use the code subject matter of the IT applications for use of the Services only, under these Terms and Conditions. The license hereby granted shall not allow the User to, or allow the User to permit that third parties copy, modify, create derivative works, perform reverse engineering or the disassemble the Software, or any other act to discover its source code, and to sell, consign, sublicense, pledge, or otherwise transfer any right in relation to such applications.

8.2 In addition to the abovementioned license, CUSTOMER FIRST shall not grant any other form of permission of use of any kind of class for its industrial and intellectual property rights over any other property or right, related or not to the Service.

9. VIOLATIONS

9.1 Should any User or third party verify the practice of violations to these Terms and Conditions, we request they be reported to CUSTOMER FIRST at the following e-mail address: contact@scup.com.br

9.2 In case a User or a third party verifies the existence of facts or circumstances that may constitute inadequate use of the Service, whether due to nonperformance under these TCU, or to the violation of the law, CUSTOMER FIRST shall request that a notice be submitted containing: (a) Personal Information: name, address, telephone number, and e-mail address of the claimant; (b) description of the alleged unlawful practice taken place within the Website, and especially in the case of alleged copyright infringement, a precise and full description of the protected and allegedly infringed work; (c) description of the Website location of the material that the User or third parties claim is infringing copyright; (d) declaration of the User or third party stating they believe in good faith that the challenged use was not authorized by the owner of the copyright, his/her representative, or under the law (e) declaration of the User or third party stating, under penalty of the law, that the information contained in the notice of infraction is true, and that the User is the owner of the copyright or is authorized to act in the defense of such rights.

9.3 Any news related to the infringement of intellectual property shall be promptly assessed by CUSTOMER FIRST, which shall take the actions deemed proper under the applicable law. Should CUSTOMER FIRST deem it proper, it may immediately remove or prevent the access to the violating material, in addition to preventing the access of those committing the infractions.

9.4 Should CUSTOMER FIRST, in any event, come to learn of the presence of material that violates the rights of third parties in its server, it shall reserve the right to cancel it at any time and without prior notice.

9.5 In case the use of the Service by the User entails any complaints or expenses, including attorneys’ fees, the User hereby agrees to indemnify CUSTOMER FIRST and other suppliers involved.

9.6 The indemnification in question includes, but is not limited to: (i) the liability of the User for any violations or infringements resulting from copyright, intellectual property, or trademark infringement; (ii) the liability of the User for any and all obligation resulting from illegal material made available by the User; (iii) other conducts that result in non-performance of these Terms and Conditions.

10.ENTIRE AGREEMENT

10.1 These TCU constitute the entire agreement between the User and CUSTOMER FIRST on the use of the Services, substituting any other type of agreement between the parties.

11. INDEPENDENT CLAUSES

11.1 Should any provision of these TCU be deemed illegal, null or incapable of being performed for any reason, such provision shall be deemed an independent section of the remaining part of these TCU, and shall not affect the validity or the applicability of the performance of the remaining terms of the TCU.

12. APPLICABLE LAW AND VENUE

12.1 These Terms and Conditions shall be governed by the laws of the Federative Republic of Brazil, irrespective of any provision on the conflict of laws. Both the User and CUSTOMER FIRST agree to subject any disputes arising from this instrument or from the use of the Service to the venue and residence of the User stated in the registration made in accordance with section 1.2 above.