Terms and Conditions of Use

1. Registration, Account and Security

1.1. The Services offered by Nexforce are intended for duly incorporated legal entities with capacity to contract. Exceptionally, Nexforce may authorize their use by natural persons.

1.2. By using the Services, You represent and warrant that: (a) You have legal capacity to contract and to assume the obligations set out in these Terms; or (b) if You act on behalf of a legal entity, You have sufficient powers to represent and bind it.

1.3. Nexforce may refuse, suspend or terminate access to the Services whenever there are indications of false or inaccurate information, misuse, fraud, breach of these Terms, a legal or regulatory requirement, or a determination by suppliers, partners or technology providers whose involvement is necessary for the provision of the Services.

1.4. Where necessary for registration, identity verification, regulatory compliance or to meet third-party requirements, Nexforce may request additional information and documents, and failure to provide them may result in suspension of access to the Services.

1.5. Part of the Website may be browsed freely, but access to certain features requires registration and creation of an account (“Account”) by the User, which may include the provision of personal data (“Personal Data”). The User must provide true, complete and up-to-date information and is solely responsible for its accuracy.

1.6. The User Account is personal, exclusive and non-transferable. Maintaining more than one Account for the same User in order to circumvent limits, prices, credits, sanctions or restrictions is prohibited. Related Accounts may be merged, suspended or terminated.

1.7. Nexforce may make available corporate accounts administered by representatives appointed by the User, who will be responsible for managing the access granted to their employees, representatives and other authorized users, and who will be liable for the acts performed by such users within the Services (“Authorized Users”).

1.8. You are responsible for: (a) maintaining the confidentiality of passwords, tokens, API keys and credentials; (b) all operations carried out in the Account, in the Wallet or using your credentials, including by Authorized Users; and (c) notifying Nexforce immediately, by e-mail at juridico@nexforce.ai, of any unauthorized use or suspected compromise.

1.9. Nexforce processes Personal Data in accordance with the Privacy Policy.

2. Overview of the Nexforce Solutions

2.1. Nexforce offers an integrated software and artificial intelligence platform, whose solutions listed below may be contracted separately or together:

Nexforce Marketplace

The Nexforce Marketplace solution is a platform for the distribution and management of third-party software licenses and subscriptions, including acquisition, renewal, billing consolidation and channel operational support.

The products available on the Marketplace remain subject to the terms and conditions established by the respective suppliers.

Nexforce acts as distributor, intermediary or commercial partner of such suppliers and does not assume the position of developer or owner of the products sold.

Nexforce Router

The Nexforce Router solution is a unified API service for access to generative artificial intelligence models from third-party providers, with routing, budget control, prepaid wallet and billing.

Nexforce does not develop, host or control such models and is not responsible for their content, availability, performance or results.

Use of the models is subject to the terms and policies defined by the respective providers.

Nexforce Services

The Nexforce Services solution consists of professional consulting, implementation, integration, training and specialized support services, formalized through a Specific Instrument.

2.2. Nexforce may develop, modify, improve, replace or discontinue any features, products or resources of the Services at any time, subject to the obligations assumed in Specific Instruments.

2.3. Features identified as beta, preview, early access or equivalent are provided “as is”, may be changed or removed at any time, are not covered by any SLA and create no expectation of continuity.

3. Prices and Payment Methods

3.1. The prices, billing currency, frequency, payment method and other commercial conditions applicable to the Services will be informed to the User before contracting, whether through the checkout, a Purchase Order or another applicable commercial document.

3.2. Depending on the Service contracted, billing may occur by recurring subscription, actual consumption, use of prepaid credits or another commercial model previously informed to the User.

3.3. Where applicable, amounts originally set in foreign currency may be converted into local currency in accordance with the criteria informed by Nexforce at the time of contracting.

3.4. Unless otherwise indicated, the published amounts do not include taxes that, by operation of law, must be charged to the User.

3.5. In the event of late payment, the charges provided for by law or in the commercial conditions accepted by the User may apply.

3.6. If there is a material default relating to the contracted Services, Nexforce may temporarily suspend access to the Services until the outstanding amounts are settled, with prior notice to the User whenever possible.

4. Specific Considerations for the Nexforce Marketplace

4.1. The Nexforce Marketplace consists of a platform that allows the User to search for, contract and manage international software made available by third-party suppliers, through centralized processes for the acquisition, billing, renewal and administration of licenses and subscriptions.

4.2. Nexforce acts as distributor, commercial intermediary or channel partner of the suppliers made available on the Nexforce Marketplace, facilitating the contracting, billing, renewal and management processes for the respective solutions.

4.3. The software, services and solutions made available through the Nexforce Marketplace are developed, maintained and operated by their respective suppliers. Nexforce does not develop, control, host or operate such solutions and does not guarantee their availability, performance, features, fitness for a particular purpose or compliance with the specific requirements of the User.

4.4. Use of the Nexforce Marketplace may be subject to terms of use, privacy policies, commercial conditions and other rules established by the respective suppliers, and it is the responsibility of the User to review and comply with them where applicable.

4.5. The User is responsible for assessing the suitability of the contracted solutions for their needs, as well as for their implementation, configuration, use and compliance with applicable law.

4.6. Nexforce will not be liable for unavailability, failures, changes to features, discontinuation of products or services, price adjustments, contractual modifications or any other changes made by the respective suppliers.

4.7. The products and services made available on the Nexforce Marketplace may be added, changed, replaced or removed at any time as a result of decisions by the respective suppliers, legal or regulatory requirements, security issues or operational needs of the platform.

4.8. Nexforce does not access, use or monitor the content stored by the User in the solutions contracted through the Nexforce Marketplace, except in the cases strictly necessary for the provision of intermediation, support, billing, security and fraud prevention services or for compliance with legal and regulatory obligations.

5. Specific Considerations for the Nexforce Router

5.1. The Nexforce Router allows the User to access and use artificial intelligence models made available by third-party providers through a single integration.

5.2. Nexforce acts exclusively as a technological intermediary between the User and the providers of the AI models. Nexforce does not develop, host or control the models made available by third parties and does not guarantee the quality, accuracy, availability or suitability of the results generated.

5.3. Nexforce does not store the content of the commands, instructions, questions or other information entered by the User into the AI models (“prompts”), nor the responses generated by the models (“outputs”) or the history of sessions carried out through the Nexforce Router, except for the data strictly necessary for authentication, billing, fraud prevention, platform security, compliance with legal or regulatory obligations and generation of minimal technical records of the operation of the Service.

5.4. Use of each AI model is subject to the terms, policies and restrictions defined by the respective provider. The User is responsible for verifying whether a given model is suitable for the intended purpose and for complying with the applicable requirements and limitations.

5.5. The User is responsible for the content, data, prompts and other information entered into the Nexforce Router, as well as for assessing and validating the results generated by the AI models before using them.

5.6. Access to the Nexforce Router may take place through a prepaid wallet system, consumption-based billing or another commercial model informed to the User at the time of contracting. In the event of insufficient balance or default, Nexforce may limit or suspend access to the Service until the situation is regularized.

5.7. The AI models made available through the Nexforce Router may be added, changed or removed at any time as a result of decisions by the respective providers, legal requirements, security issues or platform updates.

5.8. The User may not use the Nexforce Router to circumvent technical, geographic, commercial or regulatory restrictions imposed by Nexforce or by the providers of the AI models.

6. Specific Considerations for Nexforce Services

6.1. Nexforce Services comprises professional services provided by Nexforce, including consulting, implementation, integration, migration, training, specialized support and other related services.

6.2. Each engagement will be formalized through a commercial proposal, service order, Statement of Work (SOW) or other specific instrument, which will define the scope of the services, deadlines, deliverables, responsibilities of the parties and applicable commercial conditions.

6.3. In the event of a conflict between these Terms and the specific instrument of the engagement, the conditions set out in the specific instrument shall prevail with respect to the contracted service.

6.4. Requests or activities not included in the originally contracted scope may be subject to an adjustment between the parties.

6.5. The materials, methodologies, tools, processes, technical know-how and other assets developed or used by Nexforce in providing the services remain its property. Rights over deliverables developed specifically for the User will be defined in the applicable specific instrument.

6.6. The User undertakes to provide, in a timely manner, the information, access, approvals and other resources reasonably necessary for the performance of the services. Any delays resulting from failure to provide such elements may affect the agreed schedules.

6.7. Nexforce may rely on partners and subcontractors to perform certain activities, remaining responsible for the management and coordination of the contracted services.

6.8. The amounts, payment conditions, adjustments, any reimbursable expenses and other commercial conditions will be defined in the applicable specific instrument.

7. Privacy and Protection of Personal Data

7.1. The processing of personal data carried out by Nexforce shall comply with applicable law, including the Brazilian General Data Protection Law (Law No. 13.709/2018, “LGPD”), as amended, the guidance issued by the Brazilian National Data Protection Authority (“ANPD”), and the Nexforce Privacy Policy.

7.2. Nexforce will act as controller with respect to the personal data necessary for registration, authentication, billing, support, security, fraud prevention and administration of the Services.

7.3. When processing personal data entered by the User for the performance of the Services, Nexforce will act as processor, as applicable, in accordance with the instructions of the User and the respective Data Processing Agreement (“DPA”), where one exists.

7.4. The User represents and warrants that they hold all authorizations, legal bases and permissions necessary to collect, use, share and process the personal data entered into the Services.

7.5. Use of the Services may involve international transfers of personal data to suppliers, technology providers and partners located in other countries, subject to the international transfer mechanisms provided for in applicable law.

8. User Content and Intellectual Property

8.1. The User remains the holder of the rights they hold over the data, documents, files, information, prompts, instructions and other content submitted to the Services (“User Content”).

8.2. The User grants Nexforce authorization to transmit, process and, where applicable, depending on the Solution used, store the User Content solely to the extent necessary for the provision of the Services.

8.3. Nexforce will not use the User Content to train its own artificial intelligence models.

8.4. The User declares that they hold the rights, authorizations and legal bases necessary to enter and process the User Content through the Services.

8.5. Where the Services involve artificial intelligence models made available by third parties, the User Content may be processed by the respective providers in accordance with their terms, policies and data processing practices.

8.6. Certain models may be subject to usage limitations, regulatory restrictions or specific conditions imposed by the respective providers, and it is the responsibility of the User to verify their suitability for the intended use.

8.7. The User is solely responsible for the analysis, validation and human review of the results generated by artificial intelligence before using them. Nexforce does not guarantee the accuracy, reliability, completeness, currency or suitability of the results generated by artificial intelligence models made available by third parties.

8.8. All rights relating to the Website, the platforms, APIs, documentation, software, trademarks, trade names, logos and other elements made available by Nexforce belong to Nexforce or its licensors.

8.9. Nothing in these Terms transfers to the User any intellectual property right beyond the limited right to use the Services during their term.

8.10. The User is prohibited from: (i) copying, reproducing or distributing the Services without authorization; (ii) reverse engineering, decompiling or attempting to obtain source code; (iii) removing intellectual property notices; (iv) using Nexforce trademarks without prior authorization.

8.11. Third-party software, applications and models remain the property of their respective owners.

8.12. Suggestions, comments or feedback provided by the User may be freely used by Nexforce to improve its products and services.

9. Permitted Uses and Restrictions

9.1. The User undertakes to use the Services lawfully, ethically and in compliance with these Terms.

9.2. The User is prohibited from: violating laws or third-party rights; accessing systems, accounts or environments without authorization; disseminating malware, viruses or malicious code; interfering with the operation of the Services; using the Services for fraud, unlawful activities or abusive practices; circumventing technical limitations or security mechanisms; violating usage restrictions imposed by software suppliers or providers of artificial intelligence models; reselling, sublicensing or making the Services available as a standalone service to third parties without the prior and express authorization of Nexforce.

9.3. Nexforce may adopt technical and administrative measures to prevent or stop uses deemed improper.

10. Availability and Third-Party Services

10.1. The Services are made available on a best-efforts basis. Nexforce does not guarantee uninterrupted availability, absence of failures or error-free operation.

10.2. Certain Services depend on software, infrastructure, payment methods, cloud computing providers, software suppliers and providers of artificial intelligence models operated by third parties. Nexforce does not control such resources and is not responsible for their availability, changes, limitations, discontinuation or performance, except for the obligations expressly assumed by Nexforce itself.

10.3. Nexforce may update these Terms from time to time. Material changes may be communicated to the User through the Website, e-mail or other reasonable electronic channels.

11. Liability and Indemnification

11.1. The Services are made available “as is” and as available.

11.2. To the maximum extent permitted by applicable law, Nexforce does not guarantee specific results, commercial performance, fitness for particular purposes or regulatory compliance of the use case developed by the User.

11.3. Without prejudice to the other limitations set out in these Terms, Nexforce will not be liable for unavailability, errors, failures, biases, omissions or results produced by software, services or artificial intelligence models supplied by third parties.

11.4. Neither party shall be liable for loss of profits, loss of revenue, loss of business opportunity or indirect, special, incidental or consequential damages.

11.5. Except in cases of willful misconduct, fraud or where such limitation is prohibited by law, the total liability of Nexforce relating to the Services shall be limited to the amount actually paid by the User to Nexforce in the 6 (six) months preceding the event giving rise to the claim.

11.6. The User shall defend, indemnify and hold Nexforce harmless from third-party claims arising from misuse of the Services, breach of these Terms, non-compliance with applicable law or violation of third-party rights.

12. Term, Suspension and Termination

12.1. These Terms shall remain in effect for as long as the User uses the Services or maintains an active Account.

12.2. Nexforce may suspend or restrict access to the Services in the event of: breach of these Terms; default; fraud or security risk; legal or regulatory requirement; determination by a supplier or partner whose involvement is necessary for the provision of the Services.

12.3. The User may cease using the Services at any time, without prejudice to any outstanding obligations.

12.4. Termination does not extinguish obligations already incurred, nor does it waive amounts due up to the termination date.

13. General Provisions

13.1. The parties shall keep confidential all non-public technical, commercial, financial, strategic and operational information obtained as a result of use of the Services, and shall use it exclusively for purposes relating to the performance of the contractual relationship.

13.2. The confidentiality obligations shall remain in effect during use of the Services and for 3 (three) years after its termination, except for information that constitutes a trade secret or that must remain protected for a longer period under applicable law.

13.3. Neither party shall be liable for non-performance resulting from an act of God or force majeure.

13.4. Nexforce may send communications to the User by e-mail, the platform dashboard or other reasonable electronic means.

13.5. Use of the Services does not establish between the parties any corporate, employment, representation, agency, franchise, joint venture or association relationship.

13.6. The invalidity or unenforceability of any provision of these Terms shall not affect the remaining provisions, which shall remain valid and effective.

13.7. Nexforce may assign or transfer the rights and obligations arising from these Terms in the context of corporate reorganizations, mergers, acquisitions or transfers of assets relating to the Services.

13.8. These Terms shall be governed by the laws of the Federative Republic of Brazil.

13.9. The courts of the Judicial District of Barueri, State of São Paulo, are hereby elected to settle any disputes arising from these Terms, subject to the cases of mandatory jurisdiction provided for by law.

13.10. Questions relating to the Services or to these Terms may be sent to juridico@nexforce.ai.