Terms of Use.

1.1. Object

These Terms of Use, hereinafter referred to as “Terms”, regulate access to and use of the Noviuz Platform, including, as made available:

• interfaces;
• APIs;
• software;
• modules;
• protocols;
• authentication, authorization, and registration mechanisms;
• integrations;
• technical documentation;
• related features.

1.2. Acceptance

By accessing the Platform, creating or activating an account, electronically accepting these Terms, or using its features, the User declares that they have read, understood, and agree to these Terms.

If they do not agree, they must not use the Platform.

1.3. Contextual Contractual Relationship

Different interfaces, features, and services accessible in the Noviuz ecosystem may be made available by different people or organizations.

The party responsible for providing a specific access, feature, or service will be the one identified in the respective:

• Interface;
• service journey;
• commercial proposal;
• service order;
• contract;
• specific term;
• other applicable instrument.

The acceptance of these Terms does not, by itself, create a contractual relationship between the User and every Operator, Service Provider, Partner, maintainer, contributor, or other participant related to the Platform.

1.4. Additional Contracts

Certain relationships may be subject to additional instruments, including:

• commercial contracts;
• partnership agreements;
• service orders;
• terms specific to a product or service;
• professional services agreements;
• Service Providers' terms;
• data processing agreements;
• regional supplements.

In the event of conflict, the specific instrument shall prevail exclusively regarding the object and relationship it actually regulates.

1.5. Mandatory Rights

Nothing in these Terms is intended to exclude, restrict, or modify any legal right, protection, obligation, or remedy that cannot be validly excluded, restricted, or modified under mandatory applicable legislation.

2.1. Noviuz Platform or Platform

“Noviuz Platform” or “Platform” means the technological infrastructure consisting of software, interfaces, APIs, modules, protocols, authentication, authorization, organization, registration, and integration mechanisms made available under or in connection with the Noviuz ecosystem.

The expression designates a technological layer and does not presume the existence of a single entity universally responsible for all interfaces, relationships, or services accessible through it.

2.2. Noviuz Ecosystem

“Noviuz Ecosystem” means the set of technologies, interfaces, Operators, Service Providers, Partners, maintainers, contributors, and other participants that may interact with or through the Platform.

The use of this expression does not, by itself, create:

• partnership;
• association;
• joint venture;
• agency;
• mandate;
• joint and several liability;
• joint liability;
• employment relationship;
• fiduciary relationship.

2.3. Relevant Provider

“Relevant Provider” means the person or organization identified, depending on the context, as responsible for providing the User with a specific access to the Platform, feature, or service.

Different features and services may have different Relevant Providers.

Whenever these Terms assign an obligation or responsibility to the Relevant Provider, this obligation or responsibility shall be limited to the activity, feature, relationship, or service actually controlled, provided, or executed by them.

2.4. Interface

“Interface” means the access point used by the User to interact with the Platform, including web applications, mobile applications, portals, consoles, or other compatible interfaces.

Different Interfaces may be provided or operated by different participants.

2.5. Operator

“Operator” means an organization that uses the Platform to organize, administer, or monitor relationships with its own clients, users, entities, structures, or participants.

Depending on their role and scope, an Operator may:

• configure access;
• administer users;
• represent Structures;
• configure flows;
• input information;
• monitor processes;
• integrate Service Providers;
• provide support or assisted operation.

The status of Operator does not imply, by itself, responsibility for every activity or service accessible through the Platform.

2.6. Partner

“Partner” means an organization that maintains a commercial, technical, institutional, or operational relationship with a participant in the Noviuz Ecosystem.

2.7. Service Provider

“Service Provider” means an independent third party that provides a specific service accessible, related to, or integrated with the Platform.

Service Providers may be, as the case may be, providers of:

• corporate services;
• legal services;
• accounting or tax services;
• fiduciary services;
• banking services;
• payments;
• foreign exchange;
• custody;
• digital asset infrastructure;
• identity verification;
• screening and diligence;
• electronic signature;
• storage;
• communication;
• technological infrastructure.

2.8. Organization

“Organization” means any corporation, partnership, trust, foundation, association, fund, vehicle, or other legally or operationally organized arrangement represented or administered through the Platform.

2.9. Structure

“Structure” means the organized set of entities, people, relationships, assets, documents, powers, obligations, decisions, mandates, and records represented, organized, or monitored through the Platform.

2.10. User

“User” means any natural person who accesses or uses the Platform in their own name or on behalf of an Organization.

2.11. User Content

“User Content” means data, information, instructions, documents, records, files, and other content sent, entered, transmitted, or made available by the User or an Organization.

2.12. Record

“Record” means any event, log, manifestation, consent, approval, alteration, document, reference, information, or evidence recorded on the Platform.

2.13. Authority on the Platform

“Authority on the Platform” means a technical permission or capability registered or applied by the Platform so that an authenticated person, role, system, or address can propose, consent, approve, execute, supervise, or review a specific action.

Authority on the Platform does not establish or replace, by itself:

• legal capacity;
• corporate representation;
• power of attorney;
• mandate;
• legally required consent;
• fiduciary authority;
• any other legal authorization required for the underlying act.

3.1. Technological Infrastructure

The Platform provides technological infrastructure to represent, organize, authorize, record, integrate, and monitor relationships between people, organizations, assets, documents, decisions, authorities, and events.

3.2. Features

As made available, the Platform may allow:

• representation and monitoring of Structures;
• user administration;
• configuration of roles and permissions;
• representation of mandates and authorities;
• configuration of decision flows;
• collection and registration of consents and approvals;
• document organization;
• monitoring of processes and pending tasks;
• maintenance of histories and audit trails;
• integration with third parties.

3.3. Limits of the Technological Layer

The Platform provides technology and infrastructure.

Unless a service is expressly identified as being provided by a specific Relevant Provider, Service Provider, or other responsible provider, the Platform, by itself, does not provide:

• banking services;
• payment services;
• investment services;
• investment administration;
• custody services;
• legal advice;
• tax advice;
• financial advice;
• fiduciary services;
• other professional or regulated services.

The technical availability of a feature does not determine, by itself, the legal nature of the underlying activity, nor does it transfer responsibility between independent participants.

3.4. Absence of Advice by the Platform

Information organized, displayed, processed, or recorded by the Platform does not constitute, by itself:

• investment recommendation;
• legal opinion;
• tax opinion;
• financial advice;
• fiduciary advice;
• regulatory advice.

When advice or professional services are made available, the respective provider must be identified in the context of the service.

3.5. External and Official Registries

Unless expressly indicated and legally recognized for a specific purpose, information and Records on the Platform do not replace public registries, original documents, or official systems whose use is mandatorily required for the act in question.

4.1. Capacity

The User declares to possess sufficient legal capacity to use the Platform and accept these Terms.

4.2. Representation of an Organization

The User who uses the Platform on behalf of an Organization declares to possess legitimate authority to perform the actions taken.

The technical availability of a feature or Authority on the Platform does not replace any legal requirement for authorization, mandate, approval, consent, or representation.

4.3. Technical Authorities and Permissions

The Platform may reflect permissions, roles, mandates, or Authorities on the Platform registered in its systems.

This information may be used to control technical access and the execution of features.

The party responsible for configuring or administering these permissions must ensure, within their role, that they correspond to the applicable authorizations and instructions.

4.4. Configurations

The Operator, Organization, or other participant responsible for configuring:

• users;
• roles;
• access;
• permissions;
• limits;
• flows;
• internal policies;

is responsible, within the scope of the activities they control, for the legitimacy and updating of these configurations.

4.5. Absence of Presumed Authority

The simple status of shareholder, partner, beneficiary, director, employee, family member, advisor, service provider, or participant in a Structure does not automatically create Authority on the Platform or legal authority to perform a specific action.

5.1. Information

The User must provide true, accurate, and updated information when necessary for access to or use of the Platform.

5.2. Protection of Credentials

The User is responsible for protecting their credentials and authentication mechanisms, including passwords, keys, devices, codes, access tokens, and other equivalent means.

Personal credentials must not be shared or used to allow third parties to act under the User's identity.

5.3. Additional Authentication

Additional authentication or verification mechanisms may be required for roles considered sensitive or when there is a reasonable security risk.

5.4. Communication of Incidents

The User must communicate, as soon as reasonably possible, any suspicion of:

• compromised credentials;
• unauthorized access;
• fraud;
• loss of device;
• abnormal activity;
• relevant security incident.

5.5. Protective Measures

When there is a reasonable risk to the security of accounts, systems, data, or participants, the Relevant Provider, Operator, or other party responsible for the respective layer may, within their control:

• require new authentication;
• revoke sessions;
• restrict features;
• require credentials reset;
• temporarily suspend access;
• request additional verification.

7.1. Verifications

Eligibility, access, or continuity of use of a specific feature or service may be subject to:

• verifications;
• diligence;
• screening;
• fraud controls;
• security controls;
• other risk-based measures.

These measures may be conducted by the participant responsible for the respective relationship, service, or legal obligation.

7.2. Additional Information

Additional information or documents may be requested when reasonably necessary to:

• verify identity or representation;
• protect the security of systems and participants;
• prevent fraud or abuse;
• comply with applicable legal obligations;
• meet risk or eligibility criteria of the specific service.

7.3. Measures

Access to a feature or service may be refused, conditioned, limited, delayed, or suspended when there is:

• legal obligation;
• competent determination;
• mandatorily applicable restriction;
• reasonable security risk;
• reasonable suspicion of fraud;
• inability to complete legitimately required verifications;
• eligibility criteria of the responsible Service Provider.

7.4. Contextual Eligibility

The creation of an account or access to the Platform does not guarantee eligibility for all services accessible in the Noviuz Ecosystem.

Each Relevant Provider or Service Provider may apply, within their respective responsibility, their own and legally permitted criteria.

8.1. Independence

The Platform may facilitate access to or integration with independent Service Providers.

Unless otherwise provided in a specific contract, these providers:

• are not subordinate to the Platform;
• do not act as universal agents of other participants;
• are responsible for the services they actually provide;
• may apply their own contracts, policies, criteria, and requirements.

8.2. Additional Terms

Access to a specific service may require entering into or accepting terms directly with the respective Service Provider.

8.3. Functional Responsibility

Each participant shall be responsible for their own acts, omissions, and obligations, according to:

• the activity they actually control;
• the activity they actually execute;
• the applicable contracts;
• the pertinent legislation.

No participant shall be liable, solely by reason of technical integration or participation in the Noviuz Ecosystem, for any act or omission exclusively attributable to an independent third party.

8.4. Third-Party Information

Information originating from external sources may depend on the accuracy, updating, and availability of the respective supplier or source system.

When relevant, the source may be identified in the corresponding feature or service.

9.1. Event History

The Platform may record relevant events related to the use of its features, including:

• authentications;
• configuration changes;
• approvals;
• consents;
• documents;
• communications;
• instructions;
• operational events;
• actions of authorized users or systems.

9.2. Recording Models

Depending on the technical architecture used, corrections, revocations, reversals, or alterations may be recorded as new events, preserving the previous history.

9.3. Purposes

Records may be used for:

• historical reconstruction;
• audit;
• investigação;
• segurança;
• compliance;
• resolution of disputes;
• production of evidence.

The evidentiary weight and legal effects of each Record will depend on the relevant context, the technical integrity mechanisms applicable, and the relevant legislation.

9.4. Integrity and Veracity

The technical integrity of a Record is distinct from the material veracity of the information originally provided by the party that originated it.

The preservation of an event does not constitute a guarantee that the content entered by its originator is true, complete, or legally effective.

9.5. Electronic Communications and Manifestations

Depending on the feature and applicable law, communications, instructions, consents, approvals, and other manifestations may occur through electronic means, including:

• acceptance in interface;
• authentication;
• codes;
• electronic signatures;
• digital signatures;
• cryptographic signatures;
• confirmations;
• session logs;
• timestamps;
• other mechanisms suitable for the context.

The validity and legal effectiveness of each mechanism will be determined according to the act performed, the context, the parties, and the applicable legislation.

10.1. Privacy Policy

Personal data processing related to the Platform is described in the applicable Privacy Policy.

10.2. Contextual Roles

Different participants may perform distinct roles in relation to personal data processed by or through the Platform.

These roles will be determined considering:

• the activities actually performed;
• who determines the relevant purposes;
• who determines the relevant means;
• the applicable instructions;
• the relevant legislation.

10.3. Content Inserted

The User, Organization, Operator, or other participant who inserts, shares, or instructs the processing of data must have a legitimate basis to do so, according to their respective role and applicable legislation.

10.4. Security

The responsible participants will adopt, according to their function and control, reasonable technical and organizational measures considering:

• nature of the activity;
• relevant risks;
• sensitivity of the data;
• operational context;
• available technology.

No system can be guaranteed to be absolutely secure.

11.1. Platform Rights

Software, interfaces, brands, texts, documentation, layouts, and other elements of the Platform remain protected by applicable intellectual property rights and belong to their respective owners.

11.2. Right of Use

The User is granted a limited, non-exclusive, personal, and revocable right to use the features to which they have legitimate access, while that access remains valid.

The right of use does not imply the transfer of intellectual property.

11.3. User Content

The User or respective owner retains their rights over the User Content.

To the extent necessary to make the contracted or authorized features available, the party responsible for the respective processing may use the User Content exclusively for purposes related to:

• service delivery;
• technical operation;
• security;
• support;
• compliance with applicable obligations.

The processing of personal data remains subject to the Privacy Policy and applicable instruments.

11.4. Feedback

Suggestions and feedback provided voluntarily may be used for the development and improvement of the Platform, without obligation of remuneration, unless agreed otherwise in writing.

12.1. Specific Conditions

Certain features or services may be subject to fees provided in:

• commercial contract;
• proposal;
• plan;
• service order;
• Interface;
• specific term.

12.2. Third-Party Charges

Independent Service Providers may charge their own fees, in accordance with the instruments applicable to the respective relationship.

12.3. Taxes

Each party shall be responsible for the taxes legally attributable to them.

13.1. Availability

Unless specifically committed in a separate contract, uninterrupted availability or absolute absence of failures is not guaranteed.

13.2. Maintenance and Changes

The Platform and its features may be updated, corrected, modified, replaced, or discontinued due to:

• technological evolution;
• security;
• governance;
• operational sustainability;
• changes in infrastructure;
• mandatorily applicable requirements.

When applicable, material changes affecting contracted relationships may be treated in accordance with the respective specific instrument.

13.3. Third-Party Services and External Infrastructure

The availability of features that depend on third parties, networks, or external infrastructures may be affected by events outside the reasonable control of the respective Relevant Provider.

13.4. Specific Commitments

SLAs, dedicated support, continuity, recovery, response times, and other specific commitments, when existing, will be regulated by a specific contract.

14.1. Provision

To the maximum extent permitted by applicable law and unless specifically committed otherwise, the Platform and its features are made available in accordance with the technical and operational conditions existing at the time of use.

14.2. Absence of Warranty of Outcome

Use of the Platform does not guarantee, by itself:

• economic outcome;
• profitability;
• appreciation;
• liquidity;
• tax efficiency;
• specific legal outcome;
• regulatory approval;
• approval by a financial institution;
• acceptance by an authority;
• continuity of service from a third party.

14.3. Dependence on Information

The results, processes, and Records produced or presented through the Platform may depend on the information, instructions, and configurations provided by Users, Operators, and third parties.

14.4. Responsibility by Role

Each participant is liable for their own acts, omissions, and obligations, considering the activity they control, decide, or execute, the applicable contracts, and the relevant legislation.

Sole participation in the Noviuz Ecosystem, the existence of technical integration, or the use of common infrastructure does not create, by itself, joint and several or joint liability.

14.5. Indirect Damages

To the maximum extent permitted by applicable law, the Relevant Provider shall not be liable for indirect, consequential damages, loss of opportunity, expected loss of profits, indirect business interruption, or indirect loss of data, when and to the extent that such exclusions are legally valid.

14.6. Aggregate Limit

Unless specifically agreed otherwise and to the maximum extent permitted by applicable law, the aggregate liability of a specific Relevant Provider for claims directly arising from the feature or service made available by them shall not exceed the total amount actually paid by the claimant to that Relevant Provider for the respective feature or service in the 12 months preceding the event that gave rise to the claim.

14.7. Non-Limitable Rights

No exclusion or limitation provided in these Terms shall apply when and to the extent that liability cannot be validly excluded or limited.

15.1. Indemnification

To the maximum extent permitted by applicable law, the User shall be responsible for reasonable losses, liabilities, costs, or expenses directly caused by:

• a. fraud or intentionally unlawful conduct;
• b. deliberately unauthorized use of the Platform;
• c. deliberate entry of materially false information;
• d. intentional violation of third-party rights;
• e. unauthorized use of data;
• f. performing an act on behalf of a third party without legitimate authority.

The obligation shall be limited to the extent of the liability actually attributable to the User.

15.2. Suspension

The Relevant Provider, Operator, or other participant responsible for the affected layer may restrict or suspend access under their control in the event of:

• material violation of these Terms;
• reasonable security risk;
• reasonable suspicion of fraud;
• compromised credentials;
• legal obligation;
• competent determination;
• inability to complete legitimately required verification;
• contractual default;
• termination of the relationship that based the access.

15.3. Proportionality

When reasonably possible and appropriate to the risk, less restrictive measures may be adopted before permanent termination.

15.4. Effects

The termination of access:

• extinguishes the right of use related to the terminated relationship;
• may prevent new acts;
• does not automatically eliminate historical Records;
• does not affect obligations that, by their nature, should survive.

15.5. Data Export

When applicable to the respective service, technically possible, and legally permitted, reasonable means may be made available to export data before permanent termination.

Specific conditions of portability, retention, or migration may be provided in a specific contract.

16.1. Updates

These Terms may be updated to reflect changes:

• in the Platform;
• in the operational architecture;
• in relevant security requirements;
• in relevant risks;
• in applicable legal requirements;
• in the organization of the relationships of the Noviuz Ecosystem.

16.2. Versioning

Each version will be identified by a version number and effective date.

16.3. Material Changes

When appropriate to the context, material changes may be:

• communicated electronically;
• presented in the Interface;
• submitted for new acceptance.

When the law or the nature of the change requires express consent, a new acceptance will be requested.

In other cases, and when legally permitted, continued use after the updated version comes into effect may constitute acceptance.

17.1. Events Outside Reasonable Control

To the maximum extent permitted by applicable law, no party shall be responsible for any delay or failure caused by an event outside their reasonable control, including relevant failures of infrastructure, networks, or critical third parties.

This provision does not exclude any obligation that cannot be validly waived.

17.2. Absence of Universal Law or Forum

These Terms do not establish a single legislation or an exclusive forum for every Interface, participant, service, or relationship existing in the Noviuz Ecosystem.

17.3. Specific Relationships

The applicable law and the dispute resolution mechanism relating to a specific relationship may be established in:

• commercial contract;
• terms of service;
• service order;
• contract with Service Provider;
• other specific applicable instrument.

These provisions shall prevail for the relationship they actually regulate.

17.4. Absence of Specific Provision

When there is no specific contractual provision applicable, the law, competent jurisdiction, and resolution mechanism shall be determined in accordance with the mandatory rules and conflict-of-law rules applicable to the relationship and the relevant circumstances.

Nothing in these Terms restricts rights, protections, or forums that cannot be validly restricted.

17.5. Consensual Resolution

Before initiating formal proceedings, the parties directly involved are encouraged, when appropriate, to seek a solution through direct communication, good-faith negotiation, or voluntary mediation.

18.1. Severability

Should any provision of these Terms be held invalid or unenforceable, the remaining provisions shall continue to apply to the maximum extent permitted.

18.2. No Waiver

The failure or delay in exercising a right does not constitute a permanent waiver.

18.3. No Association

The use of the Platform or the interaction between participants does not create, by itself, a partnership, association, joint venture, agency, mandate, employment, or fiduciary relationship.

18.4. Assignment

The assignment of rights and obligations related to specific contracts will be regulated by the respective instruments.

18.5. Entirety

These Terms, together with the specific instruments applicable to the respective relationship, constitute the set of contractual rules applicable to the use of the Platform in that context.

18.6. Languages

These Terms may be made available in different languages.

The prevailing version for a specific relationship may be defined in a specific contract, in the relevant Interface, or as required by applicable law.