GENERAL TERMS AND CONDITIONS OF USE

KLAVE

Last updated: January 10, 2025

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM SERVICES. BY CLICKING ON THE "ACCEPT" OPTION, YOU ACKNOWLEDGE HAVING READ THIS INSTRUMENT IN ITS ENTIRETY, AS WELL AS THE TERMS AND POLICIES THAT COMPRISE IT, AND AGREE TO THEM WITHOUT ANY RESERVATION, COMMITTING TO FULFILL THE OBLIGATIONS SET FORTH HEREIN.

1. GENERAL TERMS

We have prepared these Terms that govern your access and use of the Klaveplatform, owned by Klave Tecnologia e Blockchain Ltda, a private legal entity duly registered under CNPJ No. 42.355.765/0001-94, with address at Rua Anita Garibaldi, No. 600, upper floor, Centro, Itajaí/SC, ZIP Code 88.303-020.

Welcome to the Klave platform. The platform offers automation solutions focused on fan management, engagement, and monetization for artists, labels, record companies, distributors, agencies, and producers. The platform is capable of automating and optimizing marketing processes, integrating artificial intelligence and RPA (Robotic Process Automation) to provide comprehensive and customizable solutions.

By electronically accepting on the page and/or digital environment provided by Klave, you agree and accept all terms and conditions established herein, which constitute the complete agreement between the User and Klave regarding the services of registering your data on the platform and opening, maintaining, and/or closing your account. Furthermore, you will be agreeing to comply with and respect our Privacy Policy, incorporated into this document for reference.

All terms, expressions, and provisions contained in this Agreement are used in the masculine gender, singular or plural, merely for convenience and to facilitate reading. They should be interpreted as encompassing all possibilities of gender and number unless the context requires a different interpretation.

1. DEFINITIONS

1.1 For the purposes of these Terms of Use, the following definitions apply:

Klave: Refers to Klave Tecnologia e Blockchain Ltda, a private legal entity duly registered under CNPJ No. 42.355.765/0001-94, with address at Rua Anita Garibaldi, No. 600, upper floor, Centro, Itajaí/SC, ZIP Code 88.303-020.
Klave Tools: Refers to the online platform that allows Users to automate and optimize marketing processes, fan engagement, and monetization for artists, labels, record companies, distributors, agencies, and producers, as described in these Terms.
User: Indicates any person who is reading our Terms or any person who browses or registers in our virtual environments and/or contracts the services and products offered on the Klave platform.
Services, Products, Documents and Information: Whenever we refer to documents, services, materials, communications, and other information, we refer to all content that we make available in virtual environments.
Virtual Environment: Whenever we refer to virtual environment, we refer to our Klave platform.
Privacy Policy: Corresponds to the guidelines established by Klave for the collection, storage, processing, and protection of personal data of system Users.

Throughout this document, these terms will be used to establish rights, responsibilities, and obligations of Users when using the platform.

1.2. Minor Users: Users under 18 years of age must be represented by their legal guardians.

1.3. Legal Capacity: Users must have full legal capacity to accept these Terms of Use.

2. PURPOSE

2.1. Main Purpose: These Terms of Use establish the rules for using the Klave platform and its tools.

2.1.1. Documentation: This document is part of the contractual documentation that governs the relationship between Users and Klave.

2.1.2. Agreement: By accessing and using the platform, Users declare that they have read, understood, and agree to these Terms of Use.

2.1.3. Disagreement: If Users do not agree with these Terms of Use, they should not access or use the platform.

3. ACCESS

3.1. Registration: To access the platform, Users must complete the registration process, providing the following information:

3.1.1. Personal Data: Name, email, and other information as requested.

3.1.2. Truthful Information: All information provided must be true and verifiable.

3.1.3. Account Security: Users are responsible for maintaining the security of their login credentials.

3.1.4. Data Update: Users must keep their registration information up to date.

3.2. Suspension: Klave may suspend or terminate access in case of violation of these Terms.

3.3. Service Changes: Klave may modify, add, or remove functionalities at any time.

3.4. Paid Features: Some features may have restricted access based on specific contracting conditions.

3.4.1. Temporary Access: Restricted and paid features may be temporarily available for free to Users.

3.5. Discontinuation: Available functionalities may be discontinued by Klave or its partners, with prior communication.

3.6. Payment Delay: Delays in payment will result in suspension of User access, requiring updated payment for re-access.

4. VIRTUAL ENVIRONMENT AND FUNCTIONALITY

4.1. Description: Klave provides a dynamic and versatile virtual environment, catering to various user needs in the music industry.

4.2. Interactive Dashboard: Access to streaming data from platforms like Spotify, Deezer, and YouTube, as well as social media insights.

4.3. Pre-Save: Functionality that allows artists to capture fan contacts before new music releases, enhancing visibility and engagement.

4.4. Lifetime Pre-save: Captures fan contacts even without upcoming releases, automating engagement campaigns for each new launch.

4.5. Smart Drop: Captures contacts and maintains fan engagement through automated campaigns about artists' careers.

4.6. Fan List: Contact list that stores and organizes fan information captured through Pre-save and Smart Drop campaigns, facilitating effective marketing communication.

4.7. Campaigns: The Campaigns module offers Users the ability to send emails directly to fans captured via Klave. Users have the ability to filter and segment their audience, create emails with customizable layouts, and schedule the sending. This functionality can be used to announce releases, sell shows, tickets, merch, and any other legal purposes that the User desires.

4.8. Support: Klave offers customer support through chat during business hours for paid plans, ensuring that Users have access to quick and effective assistance to resolve any problems or questions they may have.

5. PLANS

5.1. Available Plans: Klave offers different subscription plans to meet various user needs:

5.1.1. Freemium: Basic access to platform features with limited functionality.

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5.1.2. Basic: This plan is paid, with an initial price of R$29 (twenty-nine reais) per month, and includes the following additional features:

I. Connection with streaming platforms and social networks;

II. Dashboard with graphs for up to 90 (ninety) days;

III. Automatic Pre-save starting from 500 (five hundred) saves;

IV. Fan contact list starting from 500 (five hundred) contacts; and,

V. Support via chat during business hours.

5.1.3. Music Business: Complete access to all platform features and tools.

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5.2. Contracting:

5.2.1. Registration: Users must complete registration and accept these Terms.

5.2.2. Plan Choice: Users can choose the most suitable plan for their needs.

5.2.3. Payment: Plans can be paid monthly or annually via Stripe, accepting credit card payments only.

5.2.4. Payment History Access: Users can check past and future payments through a link to their control panel in the Stripe environment.

5.3. Plan Cancellation and Changes:

5.3.1. Cancellation: Users can cancel their subscription at any time through Stripe, effective at the end of the current billing cycle without refunds.

5.3.2. Plan Change: Users can change their plan at any time with immediate effect and proportional billing adjustments in the next cycle.

5.3.3. Annual Cancellation: Users will not receive a refund for annual plans if canceled, but can use the platform for the full 12 months unless cancellation is requested within the legal withdrawal period.

5.4. Platform Changes: Klave reserves the right to modify or remove platform features at its discretion, with or without prior notice to users.

6. USER CONTENT

6.1. Our Services may allow Users to create, publish, store, and share content, including messages, texts, drawings, photos, videos, and other materials.

6.2. The User grants Klave consent to mention them in presentations and materials for promotional and case study purposes, provided that their name or image is properly cited, sufficient to indicate the individual's identity.

6.3. The User commits to using Klave for legitimate purposes, understanding that Klave does not have the capability to identify promotions or campaigns that are made with the intention of harming third parties through the use of the software.

a. The User declares that they are the owner of the User Content created or published by them on the Services, or through them, or otherwise have the right to grant the rights and licenses established in these Terms;

b. Is responsible for paying all indemnities in case of misuse of Klave's software with the (intentional or negligent) purpose of harming third parties.

7. KLAVE'S OBLIGATIONS

7.1. Klave commits to fulfill the following obligations:

7.1.1. Platform Availability: Provide the Klave platform for marketing automation, fan engagement, and monetization in a secure and efficient manner.

7.1.2. Monitoring: Monitor the platform to ensure that services and interactions comply with the Terms of Use. Any activity that violates these Terms will be handled according to platform policies.

7.1.3. Customer Support: Provide a customer support service to assist Users with questions, technical issues, and platform-related matters.

7.1.4. Security and Privacy: Ensure that all security and privacy measures are implemented to protect Users' data, in accordance with applicable laws and regulations.

7.1.5. Updates and Maintenance: Perform regular updates and maintenance of the platform to ensure its continuous and efficient operation.

8. USER OBLIGATIONS

8.1. Users of the Klave platform agree to fulfill the following obligations:

8.1.1. Information Accuracy: Enter accurate and detailed descriptions of services or data, ensuring clarity about automated processes and expected results.

8.1.2. Proper Use: Use the Klave platform according to established standards and provided descriptions, ensuring high quality and reliability of data and processes.

8.1.3. Data Protection: Protect the confidentiality of personal information and data, both their own and third parties' in their possession, following the security and privacy guidelines established by Klave.

8.1.4. Support Communication: Maintain transparent and respectful communication with Klave's support team, responding to questions and providing updates as needed.

8.1.5. Conflict Resolution: In case of conflict or dissatisfaction, be open to amicable resolution and cooperation to find appropriate solutions.

8.1.6. Technical Capacity: Possess the technical capacity and necessary resources to use the services and functionalities offered by the Klave platform in a satisfactory manner.

8.1.7. Fiscal and Legal Responsibility: Assume full responsibility for tax, fiscal, labor, or any other obligations arising from the use of the platform.

8.1.8. Exclusive Communication: Maintain communication with Klave exclusively through the platform, with no communication allowed through any other means outside the platform.

8.1.9. Update Collaboration: Collaborate with Klave in updating and maintaining the information and data provided on the platform, ensuring service continuity and accuracy.

8.1.10. Valid Email: Provide and maintain a valid and effective email address for the disclosure of any matters related to the platform.

9. RESPONSIBILITIES

9.1. The User's use of the virtual environment and its functionalities constitutes a temporary, revocable, non-exclusive, limited, and personal use license.

9.1.1. This means that we do not make any transfer of ownership of software, trademarks, content, or any other intellectual property made available on our platform.

9.2. The contracting of paid features is at the User's exclusive discretion, and its conditions are set forth in this document, as well as in additional Terms of Service and the Privacy Policy.

9.3. Internet connection access is required for platform access and use, and the User is responsible for maintaining their continuous connection.

9.4. Due to the characteristics of virtual environment services, Klave is not responsible for connection interruptions or failures, incomplete or incompatible device transmissions, outdated data processing errors or incorrectly entered data, technical failures, whether they are software, hardware, or any other nature.

9.4.1. The User assumes full responsibility for the security of the devices used to access the platform.

9.5. The User acknowledges that all communication made by email (to the email address provided in their registration) is valid, effective, and sufficient for the disclosure of any matters related to the virtual environment(s).

10. PROHIBITED CONDUCT AND CONTENT

10.1. Acts that violate applicable legislation, contract, third-party intellectual property rights, or the commission of illegal acts are expressly prohibited, with the User being exclusively responsible for their conduct when accessing or using our Services. The following conducts are prohibited:

I. Engaging in harassment, threats, intimidation, predatory, or stalking behavior;

II. Using or attempting to use another User's account without their and Klave's authorization;

III. Using our Services in a way that could harm, disable, overload, or compromise our Servers or networks;

IV. Using any device, software, or routine that interferes or attempts to interfere with the proper functioning of our Services;

V. Disobeying header restrictions, robot exclusion tags, or other mechanisms to prevent or restrict access to our Services;

VI. Collecting information about other Users without their consent;

VII. Publishing content that is illegal, deceptive, discriminatory, defamatory, obscene, pornographic, or offensive;

VIII. Posting content that violates or infringes copyrights, trademarks, or other intellectual property rights, or third-party rights;

IX. Publishing content that encourages, promotes, or provides instructions for illegal activities;

X. Publishing or sharing personal information about others without their consent;

XI. Impersonating another person or entity, or falsely claiming an affiliation with someone or something;

XII. Engaging in any activity that violates the integrity or security of the Services;

XIII. Copying, modifying, reverse engineering, or attempting to extract the source code of our Services.

11. SERVICE TERMINATION AND SUSPENSION

11.1. Klave reserves the right to immediately suspend or terminate Users' access to the platform, upon notification, in the following cases:

I. Terms Violation: If the User violates any condition of these Terms of Use or Privacy Policy;

II. Illegal Activities: If the User is found to be involved in illegal activities or activities contrary to morals and good customs;

III. Payment Default: If the User fails to meet their payment obligations within the stipulated deadlines;

IV. User Request: At the User's own request, who may request account termination at any time; and,

V. Court Order: If there is a court order or government request requiring the suspension or termination of the User's account.

11.2. Except in cases of court order or illegal activities, Klave will notify the User with reasonable advance notice about service termination or suspension.

11.2.1. The User will have the opportunity to contest the termination or suspension by submitting their written defense within the deadline established in the notification.

11.3. The User's account will be deactivated immediately after termination, and the User will lose access to all platform data and functionalities, as well as all content and information stored in their account will be permanently deleted, with no possibility of data recovery after deactivation.

11.4. Even after account deactivation, the User will remain responsible for all pending obligations, including, but not limited to, payments due until the termination date, and Klave may take legal or administrative measures to ensure compliance with these pending obligations.

12. KLAVE'S LIABILITY LIMIT

12.1. Klave commits to adopting all technical and organizational measures to protect users' personal data as described in our Privacy Policy. However, the responsibility for the security, accuracy, and updating of the provided personal data lies exclusively with the User.

12.1.2. Klave is not responsible for any loss, damage, or harm resulting from security failures caused by actions or omissions of the Users themselves, including, but not limited to, negligence in protecting login and password information.

12.1.3. The User is entirely responsible for the truthfulness, integrity, and legality of the data and information provided on the platform, agreeing to exempt Klave from any liability for any damage resulting from incorrect or outdated information provided by Users.

12.1.4. The User must immediately notify Klave of any unauthorized use of their account or any other security breach, and Klave is not responsible for any loss or damage resulting from unauthorized use of the User's account.

12.1.5. Klave is not responsible for the improper use of data by Users themselves or by third parties with whom they share their data. Users are responsible for ensuring that their uses comply with all applicable laws and regulations.

12.1.6. Klave does not guarantee that the platform will be free from errors, failures, or interruptions, but will provide support services to correct any errors found. The use of services is at the User's own risk and responsibility.

13. INTELLECTUAL PROPERTY

13.1. All tools, platforms, software, documents, and other materials developed or provided by Klave are and will remain the exclusive property of Klave.

13.1.1. Klave's trademarks, logos, trade names, and any other distinctive signs are its exclusive property and cannot be used by the User without prior express authorization.

13.2. Klave grants the User a limited, revocable, non-exclusive, and non-transferable license to use the Klave platform, according to the terms and conditions established in this contract.

13.2.1. The User may not copy, modify, distribute, sell, or rent any part of the services or included software, nor perform reverse engineering or attempt to extract the source code of these software, unless expressly permitted by law.

13.2.2. The user will not acquire any property rights over Klave's services and content, except when expressly granted in these Terms of Use or through legal determination.

13.3. The User retains all rights to any content they submit, publish, or display on the Klave platform, being responsible for the legality, reliability, and appropriateness of such content.

13.3.1. By submitting content to the platform, the User grants Klave a specific license to use the content in existing and available digital media within the platform.

13.4. Klave will adopt all necessary measures to protect its intellectual property, including monitoring and protection against unauthorized use.

13.5. If the User becomes aware of any intellectual property violation related to the Klave platform, they must immediately notify Klave so that appropriate measures can be taken.

13.6. Content Download. The User is prohibited from downloading our content with the intention of storing it in a database to offer to third parties other than the User themselves. It is also forbidden for the content we provide to be used to create a database or service that may compete in any way with our business. However, all fan data captured by the User using our Software is their property, and they can freely download this database within the "Fan List" module.

14. COPYRIGHT VIOLATION

14.1. Klave respects third-party intellectual property and expects Users of our services to do the same.

14.2. If the User believes that any material accessible through the services infringes their copyright, they may request the removal of such material (or access to it) from our copyright agent by sending a notification of alleged infringement to the following email address: "[email protected]".

14.2.1. The notification must include:

I. Work Description: A description of the copyrighted work that was allegedly violated;

II. Material Location: A description of where the allegedly infringing material is located on the platform;

III. Contact Information: The user's contact information, including address, phone number, and email address;

IV. Good Faith Declaration: A statement that the User believes in good faith that the disputed use was not authorized by the copyright owner, their agent, or the law.

14.2.2. After receiving the copyright violation notification, Klave will adopt one of the following options:

I. Removal or Deactivation: Will remove or disable access to the allegedly infringing material;

II. Notification to Alleged Infringer: Will notify the alleged infringer about the removal or deactivation of access to the material.

14.3. Klave reserves the right to terminate the account of Users who repeatedly violate copyright, in accordance with Klave's policies and applicable legislation.

14.4. Copyright infringement claims for any content available on Klave must be submitted via email to: "[email protected]".

15. INDEMNIFICATION

15.1. The User agrees to defend, indemnify, and hold harmless Klave, its affiliates, licensors, and service providers, and its respective officers, directors, employees, agents, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, expenses, costs, and fees (including attorneys' fees and court costs) arising out of or relating to your use of the Services, including any breach of these Terms by you, or any claim that any User Content you posted infringes the rights of third parties. This also includes any use of the Services in a manner that violates any applicable law or regulation.

16. PERSONAL DATA PROTECTION

16.1. The User declares to be aware and expressly, freely, informedly, and unequivocally agrees that Klave, as a result of this Contract, may process their personal data, including sensitive personal data, as well as may access, use, maintain, receive, store, classify, evaluate, transmit, reproduce, store, eliminate, distribute and process, electronically and/or manually, information and data provided by them, for which reason, from now on, the User commits to process the personal data involved in the preparation and necessary for the execution of this Contract, solely and exclusively to fulfill the purpose for which they are intended, as well as in respect of all applicable legislation on information security, privacy and data protection, including, but not limited to Law No. 13,709/2018 (General Data Protection Law), under penalty of liability of the Infringing Party for losses and damages.

§1. Given that it is up to the User to make decisions regarding the processing of personal data, including sensitive personal data, Klave hereby authorizes the use of its channels for any purpose related to the faithful fulfillment of this instrument.

§2. In the event that Klave changes the intended purposes, in non-compliance with the consent originally provided, it must inform the User, highlighting specifically the content of the changes. Without prejudice, the User will be entitled to revoke the consent.

§3. The User authorizes Klave to share personal data with other data processing agents, including public bodies, if necessary for the purposes provided in this Contract, and must, therefore, observe the principles and guarantees provided in the General Data Protection Law.

§4. It is the User's responsibility to adopt security, technical and administrative measures to protect personal data from unauthorized access, including accidental situations, or illicit destruction, loss, alteration, communication or any form of inadequate or illicit treatment.

§6. The parties establish that consent may be revoked at any time by the User, through express manifestation and by request sent to Klave, with the treatments carried out under previously expressed consent being ratified as long as there is no request for elimination. In addition, the User has the right to obtain, upon request, confirmation of processing, access to data, correction of incomplete, inaccurate or outdated data, portability, deletion of personal data processed with the consent of the holder, except in the cases provided for in art. 16 of the General Data Protection Law, information from public and private entities with which the data was shared, as well as information about the possibility of not providing consent and about the consequences of refusal.

17. TERMS MODIFICATION

17.1. Klave may modify these Terms at any time by making the updated version available at this location, so that if you continue to access or use the services after this posting, your consent to the updated Terms will be presumed; if you do not agree with the changes, cease use immediately.

17.2. Additional terms may apply to certain documents, services, materials, communications, and other information such as conditions for a particular event, activity, or promotion, and these additional terms will be disclosed in relation to the respective services.

17.2.1. Additional terms are complementary and considered an integral part of these Terms.

17.2.2. Additional terms will prevail over these Terms in case of conflict of provisions.

18. GENERAL PROVISIONS

18.1. The tolerance of any eventual non-compliance with any condition of these Terms will not constitute waiver or novation nor will it prevent the enforcement of these conditions at any time.

18.2. If any provision of these Terms is deemed inapplicable, illegal, invalid, unenforceable or without effect, the legality, validity and enforceability of the remaining provisions contained herein will not be affected.

18.2.1. In this case, the parties will replace the illegal, invalid or unenforceable provision, or part thereof, with another that is legal, valid and enforceable and that, to the maximum extent possible, has a similar effect to the provision deemed illegal, invalid or unenforceable for the purposes of content and purpose of these Terms.

18.3. All records and data storage performed in the Site environment and our services will be carried out and cataloged based on the official time of Brasília, unless otherwise provided.

18.4. Under the terms of art. 10, § 2, of Provisional Measure No. 2,200-2, the Parties expressly agree to use and recognize as valid any form of proof of consent to the terms agreed herein in electronic format, even if they do not use a digital certificate issued under the ICP-Brasil standard. The formalization of this instrument in the manner agreed above will be sufficient for the validity and full binding of the parties to this Agreement.

18.5. Law and Jurisdiction. These Terms shall be governed and interpreted exclusively in accordance with the laws of Brazil. Any claim, conflict, or controversy arising from or related to this contract, including matters concerning its validity, interpretation, or enforceability, shall be resolved exclusively by the courts of the District of Florianópolis, State of Santa Catarina, to the exclusion of any other, however privileged it may be.

18.5. Thus, with the User's agreement, these terms will govern the contractual relationship established between the parties, and the date of the last update can always be consulted at the beginning of this document.

KLAVE TECNOLOGIA E BLOCKCHAIN LTDA

CNPJ n° 42.355.765/0001-94