Contrato Marco de Suscripción

This Master Subscription Agreement ("Agreement") is entered into between Signitiva LLC, a Texas limited liability company with its registered address in Houston, Texas, USA, provider of the Moderandi platform ("Moderandi") and the customer identified in the applicable Order Form ("Customer"), effective as of the effective date of the first Order Form referencing this Agreement ("Effective Date").

1. Definitions

• "Services" — the Moderandi multi-tenant field-operations software-as-a-service platform and modules identified in an Order Form, including the Admin back office, Agent App, and any subscribed add-ons (e.g., Customer Portal, AI Analytics).
• "Order Form" — an ordering document executed by both parties that references this Agreement and specifies the subscribed Services, seats, add-ons, fees, and term.
• "Billing Terms" — Moderandi's Contract and Billing Terms, current version published at moderandi.com/legal/billing-terms, incorporated into this Agreement by reference.
• "Customer Data" — electronic data submitted to the Services by or on behalf of Customer, including data submitted by Customer's end customers through the Customer Portal.
• "Users" — named individuals authorized by Customer to use the Services under Customer's subscription (Admin seats and Agent seats as defined in the Billing Terms).
• "Documentation" — Moderandi's then-current usage documentation for the Services.

2. The Services

2.1 Provision. Moderandi will make the Services available to Customer during the subscription term stated in the Order Form, in accordance with this Agreement, the Order Form, and the Billing Terms.

2.2 Access and use rights. Subject to Customer's compliance with this Agreement and payment of applicable fees, Moderandi grants Customer a non-exclusive, non-transferable right during the subscription term for its Users to access and use the Services for Customer's internal business operations.

2.3 Seats. Seats are licensed to named individual Users and may be reassigned as set out in the Billing Terms. Customer is responsible for its Users' compliance with this Agreement and for maintaining the confidentiality of User credentials.

2.4 Service Levels. Moderandi will provide the Services in accordance with the Service Level commitment in Exhibit A (Service Level Agreement). The remedies in Exhibit A are Customer's sole and exclusive remedy for availability failures.

2.5 Support. Moderandi provides standard support as described in the Documentation or Order Form. Premium support, if purchased, is described in the applicable Order Form.

2.6 Changes to the Services. Moderandi may enhance and modify the Services, provided no change materially degrades the core functionality of the subscribed Services during the then-current term.

3. Customer Responsibilities; Acceptable Use

3.1 Customer responsibilities. Customer will (a) use the Services only in accordance with this Agreement, the Documentation, and applicable law; (b) be responsible for the accuracy and legality of Customer Data and the means by which it was acquired, including any notices or consents required from Customer's end customers whose data is processed through the Services; and (c) promptly notify Moderandi of any unauthorized access or use.

3.2 Restrictions. Customer will not, and will not permit any User or third party to: (a) sell, resell, sublicense, or lease the Services — resale of Moderandi subscriptions is permitted only by Moderandi's authorized partners under a separate written Partner/Reseller Agreement with Moderandi; (b) reverse engineer or attempt to derive source code, except to the extent permitted by law notwithstanding this restriction; (c) access the Services to build a competing product; (d) circumvent seat limits, usage limits, or security controls, including tenancy isolation; (e) use the Services to store or transmit malicious code or infringing, unlawful, or tortious material; or (f) interfere with the integrity or performance of the Services or other tenants.

3.3 Suspension. Moderandi may suspend access as set out in the Billing Terms (non-payment after notice and cure, security risk, or legal requirement).

4. Order Forms; Precedence

Each Order Form is governed by this Agreement. In the event of conflict, the order of precedence is: (1) the Order Form, (2) this Agreement, (3) the Billing Terms — except that the Billing Terms govern billing, renewal, cancellation, seat-change, and data-export mechanics unless the Order Form expressly overrides them. Affiliates of Customer may enter Order Forms under this Agreement, in which case "Customer" refers to that affiliate for that Order Form.

Where Customer purchases through an authorized Moderandi reseller, the reseller handles ordering and payment under its agreement with Moderandi and with Customer, but Customer's access to and use of the Services remain governed by this Agreement (excluding its fee and payment provisions, which are between Customer and the reseller). Moderandi has no obligation to provide the Services for any period for which the reseller has not paid Moderandi. Resellers are not authorized to modify this Agreement or make commitments on Moderandi's behalf.

5. Fees; Term; Renewal; Termination

5.1 Fees and payment. Fees, invoicing, due dates, taxes, and late-payment consequences are set out in the Order Form and the Billing Terms.

5.2 Term of this Agreement. This Agreement begins on the Effective Date and continues while any Order Form remains in effect, unless terminated as permitted below.

5.3 Subscription term, renewal, and cancellation. Subscription duration (12-month term), automatic renewal, renewal pricing notice, non-renewal notice (30 days), and seat-reduction mechanics are set out in the Billing Terms.

5.4 Termination for cause. Either party may terminate this Agreement or an affected Order Form if the other party materially breaches and fails to cure within 30 days after written notice describing the breach, or upon the other party's insolvency, assignment for the benefit of creditors, or comparable proceeding not dismissed within 60 days. Financial consequences of termination for cause (acceleration or pro-rata refund) are set out in the Billing Terms.

5.5 Effect of termination. Upon expiration or termination: access rights end; Customer's data-export window and Moderandi's deletion obligations are as set out in the Billing Terms; and Sections that by their nature survive (including fees owed, confidentiality, IP, disclaimers, limitation of liability, indemnification, and governing law) survive.

6. Customer Data

6.1 Ownership. As between the parties, Customer owns all right, title, and interest in Customer Data. Moderandi acquires no rights in Customer Data other than the limited rights below.

6.2 License to Moderandi. Customer grants Moderandi a non-exclusive license to host, process, transmit, and display Customer Data solely to provide and support the Services, prevent or address technical or security issues, and comply with law.

6.3 Usage Data. Moderandi may collect and use technical and usage data about the operation of the Services (excluding Customer Data content) to operate, secure, and improve the Services, and may use data in aggregated and de-identified form that does not identify Customer, its Users, or its end customers.

6.4 AI features. Where Customer subscribes to AI-powered features (including AI Analytics), Moderandi processes Customer Data with AI models solely to provide those features to Customer. Moderandi does not use Customer Data to train generalized AI models. AI outputs are informational only, as further described in the Billing Terms; Customer is responsible for reviewing AI-generated outputs before acting on them.

7. Data Protection and Security

7.1 Security program. Moderandi maintains administrative, technical, and organizational safeguards designed to protect the security, confidentiality, and integrity of Customer Data, including logical tenant isolation, role-based access controls, encryption in transit, and audit logging. Moderandi will not materially decrease the overall security of the Services during a subscription term.

7.2 Hosting. The Services are hosted on Google Cloud Platform in the United States (US East region). Moderandi may change hosting providers or regions with notice, provided the change does not materially reduce the protection of Customer Data. Customer-specific data-residency commitments, if any, must be stated in the Order Form.

7.3 Data processing agreement. To the extent Moderandi processes personal data on Customer's behalf subject to applicable data-protection law (e.g., GDPR, LGPD, CCPA), the parties will execute Moderandi's Data Processing Agreement ("DPA"), which is incorporated by reference once executed.

7.4 Subprocessors. Moderandi may use subprocessors (including hosting and AI model providers) and remains responsible for their performance. A current subprocessor list is available at moderandi.com/legal/subprocessors.

7.5 Incident notification. Moderandi will notify Customer without undue delay after becoming aware of a confirmed breach of security leading to unauthorized access to Customer Data, and will provide information reasonably available to assist Customer in meeting its own notification obligations.

8. Confidentiality

8.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential, including Customer Data (Customer's Confidential Information) and the Services' non-public features, pricing, and security information (Moderandi's Confidential Information). Exclusions: information that is or becomes public without breach, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party.

8.2 Obligations. The receiving party will use the disclosing party's Confidential Information only to perform under this Agreement, protect it with at least the same care it uses for its own similar information (and no less than reasonable care), and limit access to personnel and advisors with a need to know who are bound by comparable obligations. Compelled disclosures are permitted with prompt notice (where legally allowed) and reasonable cooperation to seek protective treatment.

8.3 Duration. Confidentiality obligations survive termination for 3 years, except for Customer Data and trade secrets, which remain protected for as long as they retain their status.

9. Intellectual Property

9.1 Moderandi IP. Moderandi and its licensors own all right, title, and interest in the Services, Documentation, and all related software, technology, and improvements, including improvements derived from Usage Data. No rights are granted except as expressly stated.

9.2 Feedback. If Customer provides suggestions or feedback, Moderandi may use it without restriction or obligation, provided doing so does not identify Customer or disclose Customer's Confidential Information.

10. Warranties and Disclaimers

10.1 Mutual. Each party warrants it has the legal power to enter this Agreement.

10.2 Service warranty. Moderandi warrants that during the subscription term the Services will perform materially in accordance with the Documentation. Customer's exclusive remedies for breach of this warranty are (a) correction of the non-conformity by Moderandi, or (b) if Moderandi cannot correct it within a reasonable period, termination of the affected Order Form and a pro-rata refund of prepaid fees for the unused remainder of the term.

10.3 Disclaimer. Except as expressly stated in this Agreement, the Services are provided "as is" and Moderandi disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law. Moderandi does not warrant that the Services will be uninterrupted or error-free, and is not responsible for issues caused by Customer's or third parties' equipment, connectivity, or services outside Moderandi's control.

11. Indemnification

11.1 By Moderandi. Moderandi will defend Customer against third-party claims alleging that the Services, as provided by Moderandi and used in accordance with this Agreement, infringe that third party's intellectual-property rights, and will indemnify Customer for damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement. If the Services are held or believed by Moderandi to infringe, Moderandi may procure the right to continue, modify or replace the Services with materially equivalent functionality, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid fees for the unused remainder of the term. This Section does not apply to claims arising from Customer Data, combinations with items not provided by Moderandi, or use in violation of this Agreement, and states Moderandi's entire liability for infringement claims.

11.2 By Customer. Customer will defend Moderandi against third-party claims arising from Customer Data, Customer's end customers' use of the Customer Portal, or Customer's use of the Services in violation of this Agreement or applicable law, and will indemnify Moderandi for damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement.

11.3 Procedure. The indemnified party must give prompt notice, tender sole control of the defense (with the right to participate at its own expense), and provide reasonable cooperation. The indemnifying party may not settle in a way that imposes obligations on the indemnified party without its consent.

12. Limitation of Liability

12.1 Cap. Except for Excluded Claims, each party's total aggregate liability arising out of or related to this Agreement will not exceed the total fees paid or payable by Customer in the 12 months preceding the first event giving rise to liability.

12.2 Exclusion of consequential damages. Except for Excluded Claims, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data (other than Moderandi's obligations regarding Customer Data export and deletion), even if advised of the possibility.

12.3 Excluded Claims. "Excluded Claims" means (a) Customer's payment obligations; (b) either party's indemnification obligations under Section 11; and (c) a party's breach of Section 8 (Confidentiality), excluding claims relating to Customer Data, which remain subject to the cap in Section 12.1.

12.4 Jurisdictional limits. Nothing in this Agreement excludes liability that cannot be excluded under applicable law (e.g., fraud, willful misconduct, or death/personal injury caused by negligence).

13. Publicity

Neither party may use the other's name or logo publicly without prior written consent, except Moderandi may identify Customer as a customer (name and logo) in customer lists and marketing materials unless Customer opts out by written notice.

14. Governing Law; Dispute Resolution

14.1 Governing law. This Agreement is governed by the laws of the State of Texas, excluding its conflict-of-laws rules and excluding the UN Convention on Contracts for the International Sale of Goods.

14.2 Venue. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Harris County, Texas for disputes arising out of this Agreement. Each party waives its right to a jury trial to the extent permitted by law. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

15. General

15.1 Notices. Legal notices must be in writing and delivered to the addresses in the Order Form (for Customer) and legal@moderandi.com (for Moderandi), and are deemed given upon confirmed delivery. Operational and billing notices follow the Billing Terms.

15.2 Assignment. Neither party may assign this Agreement without the other's consent, except either party may assign it in connection with a merger, acquisition, or sale of substantially all assets, with notice.

15.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (excluding payment obligations), provided it uses reasonable efforts to mitigate.

15.4 Entire agreement; amendments. This Agreement, the Order Forms, the Billing Terms, and any executed DPA constitute the entire agreement and supersede prior discussions. Amendments must be in writing; changes to the Billing Terms apply at renewal as stated therein. Terms on Customer purchase orders or vendor portals are void even if acknowledged.

15.5 Severability; waiver. Invalid provisions are modified to the minimum extent necessary; the remainder stays in force. Failure to enforce is not a waiver.

15.6 Independent contractors. The parties are independent contractors; no partnership, agency, or joint venture is created.

15.7 Export and anti-corruption. Each party will comply with applicable export-control and anti-corruption laws in connection with this Agreement.

15.8 Counterparts. Order Forms and this Agreement may be executed electronically and in counterparts.

16. Exhibit A — Service Level Agreement (SLA)

A.1 Uptime commitment

Moderandi will make the Services available 99.5% of the time, measured monthly ("Monthly Uptime"), excluding Excused Downtime.

Monthly Uptime = (total minutes in the month − unexcused downtime minutes) ÷ total minutes in the month × 100, measured at the Services' public endpoints.

A.2 Excused Downtime

The following do not count as downtime:

• Scheduled maintenance, announced at least 48 hours in advance and performed during the maintenance window of Sundays 02:00–06:00 US Central Time (America/Chicago), not to exceed 8 hours per month;
• Emergency maintenance reasonably necessary to protect the security or integrity of the Services, with notice as soon as practicable;
• Unavailability caused by Customer's or Users' equipment, software, network connectivity, or misuse of the Services;
• Unavailability caused by third-party services outside Moderandi's reasonable control (including social networks, AI model providers, and payment providers integrated with the Services), provided Moderandi's own platform remains available;
• Force majeure events;
• Suspension permitted under the Agreement or Billing Terms.

A.3 Service Credits

If Monthly Uptime falls below the commitment, Customer is entitled to a credit against the monthly-equivalent subscription fee (annual fee ÷ 12) for the affected month:

Credits are applied against the next invoice or renewal, are not redeemable for cash, and are capped in aggregate at 25% of the monthly-equivalent fee per month.

A.4 Claim procedure

To receive a credit, Customer must submit a request to support@moderandi.com within 30 days of the end of the affected month, identifying the dates and times of the claimed downtime. Moderandi will validate against its monitoring records, which are authoritative absent manifest error.

A.5 Chronic failure termination right

If Monthly Uptime falls below 98.0% in three consecutive months, or below the commitment in any five months within a rolling 12-month period, Customer may terminate the affected Order Form on written notice within 30 days of the qualifying month and receive a pro-rata refund of prepaid fees for the unused remainder of the term.

A.6 Sole remedy

The Service Credits and the termination right in A.5 are Customer's sole and exclusive remedies for any failure to meet the uptime commitment.