These Terms of Service are entered into by Lanum and the institution or person agreeing to it ("Customer") and govern the Customer's access to and/or use of the services. This contract becomes effective when the Customer makes a purchase request, or when the Customer pays for the services using a credit card, thereby utilizing the functionalities provided by the monblip APP. If you are accepting these terms on behalf of the Customer, you represent and warrant that: (i) you have full legal authority to bind the Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the Customer, to this Agreement.

1. Provision of Services 1.1. Use of Services. During the term of the contract, Lanum will provide the services related to the functionalities described in the monblip APP. The Customer may use the services requested under the applicable conditions set forth in the order in accordance with this contract. 1.2. Modifications. 1.2.1. Services. Lanum may make commercially reasonable changes and/or developments. Lanum will inform the Customer when making any material changes to the services that have a material impact on the Customer's use of the services; 1.2.2. Terms of Service. Lanum may change the terms of this Agreement periodically and will publish such changes at https://xxxxxxxxxxxx.pdf. Such changes will be communicated and will be effective immediately when the Customer's continued use of the services constitutes acceptance of the changes. 1.2.3. Data Protection Policy. Lanum may only change the data protection policy when such change is necessary to comply with applicable law and is expressly permitted by the Data Protection Policy, or: 1.2.3.1. When it is commercially reasonable; 1.2.3.2. When it does not result in a material reduction in the security of the services; 1.2.3.3. When it does not expand the scope or remove any restrictions on the processing of "Customer Personal Data" by Lanum, as described in the "Scope of Processing" section of the data protection law; 1.2.3.4. When it does not otherwise have a material adverse impact on the Customer's rights or under the data protection law. 1.2.4. If Lanum makes a material change to the Data Protection Policy in accordance with Section 1.2.3 (Modifications to Data Protection Law), Lanum will publish the change on the site containing the privacy policy (Lanum's website). 1.2.5.Discontinuation of Main Services. Lanum will notify the Customer at least 12 months before discontinuing any main service (or materially associated functionality), unless Lanum replaces such main service or discontinued functionality with a materially similar main service or functionality. Nothing in this Section 1.4.5 (Discontinuation of Main Services) limits Lanum's ability to make necessary changes to comply with applicable law, address a material security risk, or avoid a substantial technical or economic burden.
2. Payment Conditions. 2.1. Basic Plan. If the customer selects this option, the customer agrees to acquire the services for one or more monthly periods (as selected by the customer). Lanum will charge the customer according to the terms associated with the customer's choices in the marketplace. 2.2. Lanum may change its billing options (including limiting or ceasing to offer any other billing option) upon 30 days' notice to the customer, and any changes will take effect at the beginning of the customer's next ordering period. Billing options may not be available to all customers. The customer may pay for the Services using the payment options listed in Section 2.3 (Payment) below. 2.3. Payment. All payments are due in the currency indicated in the monday.com marketplace. 2.3.1. Credit Card: The customer may make payment for the App using a valid credit card from the card brands accepted by the monday.com platform. Payment will be processed immediately upon order confirmation. 2.3.2. Invoices. Payments for invoices are due 30 days after the invoice date (unless otherwise specified in the order), and are considered overdue after that date. 2.4. Taxes. 2.4.1. The Client is responsible for any taxes and shall pay Lanum for the services without any reduction for taxes. If Lanum is required to collect or pay any taxes, the taxes will be invoiced to the client and the client shall pay such taxes to Lanum unless the client provides Lanum with a valid and timely tax exemption certificate for such taxes. 2.4.2. The Client shall provide Lanum with all applicable tax identification information that Lanum may require pursuant to applicable law to ensure its compliance with applicable regulations and taxing authority in the relevant jurisdictions. The client shall be responsible for paying or reimbursing Lanum for any taxes, interest, penalties, or fines arising out of any incorrect declaration by the Client. 2.5. Payment Disputes. Any payment disputes must be submitted prior to the payment due date. If the parties determine that certain billing inaccuracies are attributable to Lanum, Lanum will not issue a corrected invoice but will instead issue a credit memo specifying the incorrect amount on the affected invoice. If a disputed invoice has not yet been paid, Lanum will apply the value of the credit memo to the disputed invoice, and the client shall be responsible for payment of the net balance due on that invoice. Nothing in this Agreement obligates Lanum to extend credit to any party. 2.6. Late Payments/Suspension. Late payments may incur interest at the rate of 1% per month (or the highest rate permitted by law, if lower) from the due date of the payment until full payment. The Client shall be responsible for all reasonable expenses (including attorneys' fees) incurred by Lanum in collecting such delinquent amounts. In addition, if the client's payment for the services is overdue, Lanum may suspend the services. 2.7. No purchase order number required. The Client is required to pay all applicable fees without any requirement for Lanum to provide a purchase order number on Lanum's invoice (or otherwise). 2.8. Price Revisions. Lanum may change prices at any time, unless otherwise expressly agreed in an addendum or order form. Lanum will notify the Client at least 30 days in advance of any changes. The Client's price will change at the beginning of the Client's next ordering period following the 30-day period.
3. Customer Obligations. 3.1. Compliance. The customer shall (a) ensure that the use of the services by the customer and its end users complies with the contract, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use or access to the services, (c) immediately notify Lanum if the customer becomes aware of any unauthorized use or access to the services, account, or password. Lanum reserves the right to investigate any possible violation of the customer's acceptable use policy of the services, which may include reviewing customer data. 3.2. Privacy. The Customer is responsible for any necessary consents and notices to allow (a) the use and receipt of services by the customer; (b) access, storage, and processing of data provided by the customer to Lanum (including customer data) under the contract. 3.3. Restrictions. The Customer shall not, and shall not permit end users to, (a) copy, modify, or create a derivative work of the services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any part or all of the source code of the services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer or distribute any or all of the Services; (d) access or use the services in violation of the acceptable use policy of the services in a manner that avoids incurring fees (including creating multiple customer accounts to simulate or act as a single customer account or to circumvent specific usage limits or quotas of the service).
4. Suspension. 4.1. Violations of the Acceptable Use Policy. If Lanum becomes aware that the client's or any end user's use of the services violates the Acceptable Use Policy, Lanum will notify the client and request that the client correct the violation. If the client fails to correct the violation within 24 hours of Lanum's request, Lanum may suspend all or part of the client's use of the services until the violation is corrected. The suspension of services may include the removal or non-sharing of content that violates the Acceptable Use Policy. 4.2. Other Suspension. Notwithstanding Section 4.1 (Violations of the Acceptable Use Policy), Lanum may immediately suspend all or part of the client's use of the services (including the use of the underlying account) if: (a) Lanum reasonably believes that the client's or any end user's use of the services may adversely impact the services, the use of the services by other clients or their end users, or the Lanum network or servers used to provide the services; (b) there is suspicion of unauthorized third-party access to the services; (c) Lanum reasonably believes that immediate suspension is necessary to comply with any applicable law; (d) the client is violating Section 3.3 (Restrictions) or the specific terms of the service. Lanum will lift any suspension as soon as the circumstances giving rise to the suspension are resolved. Upon request of the client, and unless prohibited by applicable law, Lanum will notify the client of the basis for the suspension as soon as reasonably practicable.
5. Intellectual Property Rights / Customer Data Protection / Feedback / Use of Brand Features in Services. 5.1. Intellectual Property Rights. Except as expressly stated in this agreement, this agreement does not grant either party any rights, implied or otherwise, to the other's content or any intellectual property of the other. Between the parties, the customer holds all intellectual property rights to customer data and Lanum holds all intellectual property rights to the services. 5.2. Customer Data Protection. Lanum will only access or use customer data to provide the services to the customer or as instructed by the user. Without limiting the generality of the foregoing, Lanum will not process customer data for advertising purposes or serve advertising in the services. Lanum will implement and maintain administrative, physical, and technical safeguards to protect customer data, as described in the data protection policy. 5.3. Customer Feedback. At its discretion, the customer may provide feedback or suggestions regarding the services to Lanum ("Feedback"). If the customer provides feedback, Lanum may use that feedback without restrictions or obligations to the customer.
6. Confidential Information. 6.1. Obligations. The recipient will only use the confidential information of the disclosing party to exercise the recipient's rights and fulfill its obligations under the agreement, and will use reasonable care to protect against disclosure of the disclosing party's confidential information. The recipient may disclose confidential information only to its Affiliates, employees, agents, or professional advisors who need to know such information and who have agreed in writing (or in the case of professional advisors, are required) to keep it confidential. The recipient will ensure that its responsible parties use the confidential information received only to exercise rights and fulfill obligations under this agreement. 6.2. Necessary Disclosure. Notwithstanding any other provision in this agreement, the recipient or its Affiliate may also disclose confidential information to the extent required by applicable legal process; provided that the recipient or its Affiliate uses commercially reasonable efforts to: (a) immediately notify the other party before any disclosure of its confidential information, (b) comply with reasonable requests from the other party with respect to its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that compliance with (a) and (b) may (i) result in a violation of legal process; (ii) obstruct a government investigation; (iii) lead to death or serious physical harm to an individual.
7. Deadline and Termination. 7.1. Agreement Term. The term of this contract shall commence on the effective date and shall continue until terminated or not renewed as set forth in this Section 7 (Deadline and Termination). 7.2. Renewal. 7.2.1. With Basic Plan. At the end of each order term for a monthly plan, the services will be renewed according to the customer's choices on the monday.com marketplace. 7.2.2. Generally. If either party does not wish to renew the services, it must notify the other party at least 15 days before the end of the then-current order term, and such notice of non-renewal shall become effective upon the expiration of the then-current order term. 7.3. Termination for Breach. To the extent permitted by applicable law, either party may terminate this contract immediately upon written notice if: (a) the other party is in material breach of the contract and does not cure such breach within 30 days after receiving written notice of such breach, (b) the other party ceases its business operations or becomes subject to insolvency proceedings and such proceedings are not dismissed within 90 days. 7.4. Termination for Convenience. The Customer may stop using the services at any time. Subject to the customer fulfilling all its financial commitments under an Order Form or otherwise under this contract (including payment of all fees for the order term), the customer may also terminate this contract for convenience at any time upon prior written notice. 7.5. Termination due to Applicable Law; Violation of Laws. Lanum may terminate this contract and/or any applicable order form immediately upon written notice if Lanum reasonably believes that: (a) the continued provision of any service used by the customer would violate applicable law(s); (b) the customer has violated or caused Lanum to violate any Anti-Bribery Laws or Export Control Laws. 7.6. Effect of Termination or Non-Renewal. If the Contract is terminated or not renewed, then: (a) all rights and access to the services will cease (including access to customer data), unless otherwise described in this contract, (b) all fees owed by the customer to Lanum are immediately due upon receipt by the customer of the final electronic invoice or as indicated in the final invoice. 7.7. No Refund. Unless expressly stated otherwise in this contract, termination or nonrenewal under any section of this contract (including the Data Protection Policy) shall not obligate Lanum to refund any fees.
8. Advertising. The client may publicly declare that they are a customer of Lanum. Lanum may use the client's name and brand characteristics in online or offline promotional materials for the services. Each party may use the other party's brand characteristics only as permitted in the contract. Any use of a party's brand characteristics will accrue to the benefit of the party that owns the intellectual property rights to those brand characteristics.
9. Representations and Warranties. Each party represents and warrants that: (a) they have full power and authority to enter into the contract, (b) they will comply with all applicable laws in their provision, receipt, or use of the services, as applicable.
10. Disclaimer of Warranties. Except as expressly provided in the contract, Lanum makes no and expressly disclaims all warranties to the fullest extent permitted by applicable law, including warranties of merchantability, fitness for a particular purpose, title, noninfringement, or uninterrupted or error-free use of the services. Lanum also makes no representations regarding the content or information accessible through the services.
11. Limitation of Liability. 11.1. Indirect Limitation of Liability. To the extent permitted by applicable law and subject to Section 11.4 (Unlimited Liabilities), neither party will have any liability arising from or related to the contract for any: (a) indirect, consequential, special, incidental, or punitive damages; (b) loss of revenues, profits, savings, or goodwill. 11.2. Limitation of Liability Amount. The total aggregate liability of each party for damages arising from or related to the contract is limited to the fees paid by the customer during the 12-month period preceding the event giving rise to the liability. 11.3. Limited Liability in case of instability in monday.com or applicable social networks: Lanum is not responsible for any instability, errors, or interruptions in the operation of the monblip application arising from the monday.com platform or any integrated social network, such as WhatsApp, Facebook, Instagram, Twitter, among others. Lanum agrees to make reasonable efforts to solve any inconsistencies related to monblip, but does not guarantee that these will be resolved in a timely or adequate manner if it depends on third parties. By purchasing the monblip application, you agree to release Lanum from any liability for any problems related to the integration of monblip with the monday.com platform or any social network. 11.4. Unlimited Liabilities. Nothing in the contract excludes or limits the liability of either party for: (a) their fraud or fraudulent misrepresentation; (b) their obligations under Section 12 (Indemnification); (c) their violation of the other party's intellectual property rights; (d) their payment obligations under the contract; (e) matters for which liability cannot be excluded or limited by applicable law.
12. Indemnification. 12.1. Lanum's indemnification obligations. Lanum shall defend and indemnify the customer against indemnifiable liabilities in any legal proceeding brought by a third party to the extent resulting from a claim that any Lanum service or any feature of the Lanum brand, in each case used in accordance with the contract, infringes the third party's intellectual property rights. 12.2. Customer indemnification obligations. The customer shall defend Lanum and its affiliates that provide the services and indemnify them against indemnified liabilities in any legal proceeding by a third party to the extent resulting from: (a) any customer data or characteristics of the customer's brand; (b) the use of the services by the customer or end user in violation of the acceptable use policy or Section 3.3 (Restrictions). 12.3. Exclusions. Sections 12.1 (Indemnification Obligations of Lanum) and 12.2 (Indemnification Obligations of the Customer) shall not apply to the extent that the underlying claim arises from: (a) the breach of the contract by the indemnified party; (b) a combination of the technology or brand features of the indemnifying party with materials not provided by the indemnifying party under the contract, unless the combination is required by the contract. 12.4. Conditions. Sections 12.1 (Lanum's indemnification obligations) and 12.2 (Customer's indemnification obligations) are subject to the following conditions: (a) Any indemnified party must promptly notify the indemnifying party in writing of any claim that precedes the third-party legal proceeding and reasonably cooperate with the indemnifying party to resolve the claim(s) and third-party legal proceeding. If the breach of this Section 12.4 impairs the defense of the third-party legal proceeding, the indemnifying party's obligations under Section 12.1 (Lanum's indemnification obligations) or 12.2 (Customer's indemnification obligations) (as applicable) will be proportionately reduced to the extent of the impairment. (b) Any indemnified party must offer the indemnifying party exclusive control of the third-party legal proceeding against the indemnified party, subject to the following: (i) The indemnified party may appoint its own non-controlling counsel at its own expense. (ii) Any settlement that requires the indemnified party to admit liability, pay money, or take (or refrain from taking) any action will require the indemnified party's prior written consent not to be unreasonably withheld, conditioned, or delayed. 12.5. Solutions. 12.5.1. If Lanum reasonably believes that the services may infringe on the intellectual property rights of third parties, Lanum may, at its sole discretion and expense: (i) obtain the right for the customer to continue using the services; (ii) modify the services to make them non-infringing without materially reducing their functionality; (iii) replace the services with a functionally equivalent and non-infringing alternative. 12.5.2. If Lanum does not believe that the remedies in Section 12.5.1 are commercially reasonable, Lanum may suspend or terminate the customer's use of the affected services. If Lanum terminates the affected services, Lanum will provide a proportional refund of any applicable fees not actually received by the customer for the period after the termination of such services. 12.6. Exclusive rights and obligations. Without affecting any other termination rights of either party, this Section 12 (Indemnification) establishes the sole and exclusive remedy of the parties under this Agreement for any third-party claims of intellectual property infringement covered by this Section 12 (Indemnification).
13. Miscellaneous. 13.1. Notices. Under the contract, messages to the Client must be sent to the contact email address and notifications to Lanum must be sent to [email protected]. Notice will be deemed received when the email is sent. The Client is responsible for keeping its contact email address updated throughout the term. 13.2. Emails. The parties may use emails to satisfy the requirements for written approval and consent under the contract. 13.3. Assignment. Neither party may assign any part of this agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this agreement, (b) the assigning party has notified the other party of the assignment. Any other attempt to assign is null. If the Client assigns this agreement to an affiliate in another jurisdiction such that there is a change in the contracting entity of Lanum: (i) this agreement is automatically assigned to the new contracting entity of Lanum; 13.4. Change of Control. If a party undergoes a change of control that is not part of an internal restructuring or reorganization (such as through the purchase or sale of stock, merger, or other form of corporate transaction), such party shall notify the other party in writing within 30 days of the change of control. 13.5. Force Majeure. Neither party shall be responsible for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of god, natural disasters, terrorism, riots, or war. 13.6. Subcontracting. Lanum may subcontract obligations under the contract, but shall remain responsible to the client for any subcontracted obligations. 13.7. No Agency. This contract does not create any agency, partnership, or joint venture between the parties. 13.8. No Waiver. No failure or delay by either party to exercise (or delay in exercising) any right under this contract shall be deemed a waiver of any rights. 13.9. Severability. If any part of this contract is invalid, illegal, or unenforceable, the remaining parts of the contract shall remain in effect. 13.10. No Third-Party Beneficiaries. This agreement does not confer any benefits on third parties unless expressly stated to do so. 13.11. Survival. The following sections shall survive the expiration or termination of this contract: Section 2 (Payment Terms), Section 5 (Intellectual Property Rights), Section 6 (Confidential Information), Section 10 (Disclaimer), Section 11 (Limitation of Liability), and Section 12 (Indemnification). 13.12. Entire Agreement. This Agreement sets forth all the terms agreed upon by the parties and supersedes and replaces all prior agreements between the parties relating to its subject matter, including any previous versions of this contract. In entering into this contract, neither party has relied on, and neither party shall have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this contract. The URL Terms are incorporated by reference into the contract. Following the effective date, Lanum may provide an updated URL in place of any URL in this contract. 13.13. Conflicting Terms. If there is a conflict between the documents comprising this contract, the documents shall prevail in the following order of precedence (in descending order): the order form, the privacy policy, the remainder of the contract (excluding the URL Terms), and the URL terms (excluding the privacy policy). 13.14. Headings. The headings used in the contract are for reference purposes only and shall not affect the interpretation of the contract. 13.15. Conflicting Languages. If this contract is translated into any language other than Portuguese and there is a discrepancy between the Portuguese text and the translated text, the Portuguese text shall prevail unless expressly stated otherwise in the translation. 13.16. This Terms of Service is governed by Brazilian law, and the courts of the city of Belo Horizonte, state of Minas Gerais, are elected to handle any issues or disputes arising from this agreement, with both parties waiving any other court, however privileged it may be or may become.

Last modified: March 8, 2023.