These Terms of Use (“Terms”) govern access to and use of the website, the digital platform, and the systems, interfaces, features, tools, content and other resources made available under the Balysta brand (“Platform”) by BALYSTA LTDA., a limited liability company (sociedade limitada) enrolled with the Brazilian National Register of Legal Entities of the Ministry of Finance (“CNPJ”) under No. 66.521.821/0001-81, with its registered office at Rua Pais Leme, nº 215, Conj. 1713, Pinheiros, Município de São Paulo, Estado de São Paulo, CEP 05424-150 (“Balysta”).

By clicking “accept”, “agree”, “continue”, “create account”, “start trial” or any equivalent electronic expression of assent, or by otherwise accessing or using the Platform in any manner, the user declares that they have read, understood and fully accepted these Terms and agrees to be bound by them for all legal purposes.

1. PURPOSE AND SCOPE OF THE PLATFORM

1.1. Balysta provides a technology platform based on artificial intelligence, analytics and related tools designed, in particular, for the extraction, organization, structuring, consolidation, interpretation, comparison and analysis of financial and accounting information contained in documents and databases uploaded to or otherwise entered into the Platform by the User.

1.2. Without prejudice to other features that may be made available from time to time, the Platform may include, among others, features for: (i) document upload and processing; (ii) automated data extraction; (iii) structuring and standardization of information; (iv) generation of dashboards, indicators and KPIs; (v) industry benchmarking; (vi) generation of automated conclusions, comments, recommendations and insights; (vii) conversational tools, including the feature known as FinChat; and (viii) export of data and reports in various formats. The features actually made available to the User may vary according to the plan subscribed, the product's stage of development, the version of the Platform and technical availability.

1.3. Balysta may make the Platform available on an experimental, trial, free, promotional, limited, paid or any other commercial or operational basis, at its sole discretion, and may change, expand, restrict, discontinue or impose conditions on features, plans, usage limits, processed volumes, availability, integrations and resources at any time.

1.4. The Platform is intended for business entities and self-employed professionals and is not designed for household, personal or recreational use.

1.5. Specific, corporate, customized, project-based or otherwise differentiated engagements may be governed by separate instruments, commercial proposals, service orders, master agreements, annexes or particular conditions, which shall prevail over these Terms to the extent of their specific provisions.

2. ACCEPTANCE, CAPACITY AND ELIGIBILITY

2.1. Access to and use of the Platform are conditioned on the full and unreserved acceptance of these Terms and of Balysta's Privacy Policy (“Privacy Policy”), which forms an integral part of these Terms for all purposes.

2.2. By accepting these Terms, the User represents and warrants that: (i) they have the legal capacity to perform acts of civil life and to validly bind themselves to these Terms; (ii) they will use the Platform in the exercise of a business, professional or related activity; (iii) they hold the necessary powers, authorizations and legitimacy, where applicable, to act on behalf of any legal entity or organization with which they are affiliated; and (iv) they will fully comply with applicable law and these Terms.

2.3. If the User uses the Platform on behalf of a business entity, organization or any third party, such User represents and warrants that they have sufficient powers to bind the respective entity to these Terms, in which case references to the “User” shall also encompass such entity.

3. REGISTRATION, ACCOUNT AND ACCESS

3.1. Access to the Platform may require prior registration, account creation, electronic authentication, e-mail validation, one-time passwords (OTP), multi-factor authentication or other mechanisms defined by Balysta.

3.2. The User must provide true, complete, accurate, up-to-date and legitimate information, and is fully responsible for its content, updating and correctness.

3.3. The User is solely responsible for: (i) maintaining the confidentiality, security and control of their credentials, devices, e-mail accounts, codes and access; (ii) restricting use of the account to authorized persons; and (iii) promptly notifying Balysta of any unauthorized use, suspected compromise, breach of credentials or account-related incident.

3.4. Balysta may, at its sole discretion and without being required to provide specific reasons to the User, refuse registrations, require additional confirmations, adopt enhanced authentication measures, restrict access, suspend features, block accounts, cancel accounts or prevent new registrations whenever it identifies indications of risk, fraud, irregularity, registration inconsistencies, non-compliance with these Terms, misuse of the Platform or undue exposure to legal, regulatory, reputational, technical or operational risk.

3.5. The User acknowledges that the account is personal and non-transferable, except in the case of corporate accounts, teams, workspaces or equivalent structures expressly permitted by Balysta.

3.6. Balysta may allow corporate access-governance structures, such as administrator profiles, linked users, internal permissions, workspaces, teams and shared environments. In such cases, the administrator or principal account holder shall be liable to Balysta for the management of the access rights granted, the appropriateness of the profiles, the legitimacy of internal authorizations and the acts performed by users linked to the relevant account or organization, without prejudice to the individual liability of the other users involved.

4. PLANS, COMMERCIAL CONDITIONS AND BILLING

4.1. Balysta may offer free, paid, promotional, experimental, usage-based, volume-based, per-user, per-workspace, per-feature or recurring-subscription plans, or plans under any other commercial model that may be defined.

4.2. The applicable commercial conditions, including price, billing frequency, limits, scope, included features, billing criteria, price adjustments, payment method, renewal, cancellation, suspension for non-payment, refunds and other economic and financial conditions, will be communicated to the User through the Platform, a proposal, a specific engagement, a purchase order, a commercial page, the checkout, the applicable plan or a separate instrument.

4.3. Balysta may, at any time, create, change, discontinue or replace plans, benefits, limits, allowances, credits, volumes, free offerings and commercial conditions, including with respect to features previously made available free of charge.

4.4. Without prejudice to other rights provided for in these Terms or under applicable law, Balysta may suspend or restrict a defaulting User's access to the Platform until the amounts due have been paid in full.

5. LICENSE TO USE THE PLATFORM

5.1. Subject to compliance with these Terms, Balysta grants the User a revocable, limited, non-exclusive, non-transferable, non-sublicensable and conditional license to access and use the Platform for the User's legitimate business or professional purposes, strictly within the scope contracted or made available.

5.2. Nothing in these Terms shall be construed as an assignment, transfer, broad licensing, waiver or grant of intellectual property rights or rights of any other nature beyond the limited license provided for in this Section.

6. RULES OF USE AND USER OBLIGATIONS

6.1. The User undertakes to use the Platform ethically, diligently and properly, in accordance with its intended purpose and in strict compliance with applicable law, these Terms, the Privacy Policy and any technical or operational guidance issued by Balysta.

6.2. The User represents, warrants and undertakes to:

(i) upload, enter, import, process, share and submit for processing only documents, content, databases, data and information in respect of which the User holds the necessary powers, rights, authorizations, permissions, legal bases and legitimacy;

(ii) ensure that the submission of documents and information to the Platform, including where they contain personal data, professional data, trade secrets, or accounting, financial, strategic, contractual or third-party information, complies with applicable law, with duties of secrecy and confidentiality, with agreements entered into with third parties and with the Privacy Policy;

(iii) review and validate, at the User's own risk, the extracted data, reports, analyses, comparisons, KPIs, conclusions, benchmarking, conversational responses, insights and other outputs generated by the Platform before using them for any internal or external purpose;

(iv) not use the Platform for unlawful, fraudulent, abusive, defamatory, discriminatory, anticompetitive, offensive or misleading purposes, for purposes harmful to third parties, or in breach of legal, regulatory, contractual or fiduciary duties;

(v) not enter content containing malware, malicious code, viruses, bots, improper automated routines, corrupted files, harmful links or any element capable of compromising the Platform, its users, its service providers or third parties;

(vi) not engage in acts that may compromise the integrity, security, availability, stability, performance, reputation or proper functioning of the Platform;

(vii) not reproduce, copy, disassemble, decompile, reverse engineer, translate, adapt, create derivative works from, mine, scrape, improperly index, circumvent technological protections, test vulnerabilities without express authorization, use robots or automated means for improper access, or otherwise technically exploit the Platform beyond the use expressly permitted;

(viii) not use the Platform, its results, its architecture, its flows, its content, its documentation, its signals, its technical and operational metadata, its taxonomies, its standardization structures, its mappings, its benchmarks or its outputs for the development, training, calibration, evaluation, improvement or feeding of competing models, products, services or systems, nor for the systematic extraction of structures, classifications or structured data for the purpose of building a product or service, nor for the publication of competitive comparisons (benchmarks) without Balysta's prior written authorization, except for the User's internal evaluations for vendor-selection purposes;

(ix) not remove notices of ownership, confidentiality, security, traceability, intellectual property or usage restrictions that may be associated with the Platform or with the outputs it generates; and

(x) cooperate with Balysta in the event of internal investigations, incidents, defensive audits, requests from authorities or suspected violations of these Terms.

6.3. The User shall be fully and solely responsible for the documents, data, inputs, commands, prompts, parameters, questions, instructions, uses, interpretations, decisions, sharing and disclosures made through or on the basis of the Platform.

7. DATA, DOCUMENTS, INPUTS AND RESPONSIBILITY FOR SUBMITTED CONTENT

7.1. The User retains, vis-à-vis Balysta, full responsibility for the legitimacy, integrity, quality, origin, regularity, accuracy and lawfulness of the documents, data and information entered, uploaded, imported, connected or in any way made available by the User on the Platform (“User Inputs”).

7.2. Balysta assumes no obligation of prior review, screening, sanitization, certification, audit, curation or verification of legitimacy, or of legal, accounting, regulatory or documentary validation, of the User Inputs.

7.3. If the User Inputs contain third-party personal data, sensitive data, or information protected by legal, regulatory, banking, professional, contractual or business secrecy, it shall be the User's sole responsibility to ensure the existence of an authorization, legal basis, qualified legitimate interest, valid contractual relationship, consent, legal duty or any other proper ground legitimizing the relevant processing, upload and handling.

7.4. The User shall indemnify, defend and hold Balysta harmless from and against any and all losses, damages, liabilities, costs, expenses, sanctions, fines, judgments, claims, demands, investigations, proceedings or infraction notices arising from: (i) User Inputs; (ii) the absence of an authorization or legal basis for data processing; (iii) violations of third-party rights; (iv) misuse of the Platform; or (v) non-compliance with these Terms.

8. ARTIFICIAL INTELLIGENCE, AUTOMATED INSIGHTS AND FUNCTIONAL LIMITATIONS

8.1. The User acknowledges and agrees that the Platform uses artificial intelligence models, statistical routines, automation mechanisms, analytics techniques, processing structures and analysis-support systems to generate outputs, inferences, classifications, comparisons, benchmarking, interpretations and automated responses.

8.2. Given the inherently probabilistic, statistical, automated, dynamic and evolving nature of such systems, Balysta does not warrant that the Platform's outputs will be complete, accurate, up to date, free from bias, suitable for specific purposes, sufficient for decision-making or consistent with any subjective expectation of the User.

8.3. The Platform's outputs are informational, instrumental and analytical support in nature and do not constitute an accounting opinion, an audit, an independent review, financial advice, legal advice, an investment recommendation, an expert report, a certification, a guarantee of results or any professional opinion substituting specialized human validation. Furthermore, outputs may vary over time, including for similar inputs, as a result of model updates, technical adjustments and the evolution of the Platform.

8.4. The User remains fully responsible for critically analyzing, reviewing, cross-checking, validating and confirming the Platform's outputs before using them for operational, regulatory, corporate, contractual, accounting, financial, reporting, compliance, audit, credit, due diligence, investment, disclosure or decision-making purposes.

8.5. The FinChat feature and other conversational tools of the Platform use third-party artificial intelligence models, accessed through application programming interfaces (APIs), to process User queries based on the documents, extracted data and metadata linked to the User's own account or workspace. The context provided to the model is limited to the data of the respective User and does not include data of other users or organizations that are identifiable or identifiable by context. The underlying artificial intelligence model may, however, incorporate general learnings resulting from its own training, unrelated to the specific data of any User of the Platform.

8.6. The industry benchmarking, comparisons and related analyses that may be provided by the Platform may be based on aggregated, anonymized, statistical, standardized, inferential, historical or sample-based data, or on data derived from patterns identified across the Platform's usage ecosystem, and do not entail the identification of any specific user or third party.

8.7. Balysta may, at its discretion, calibrate, update, replace, improve, discontinue or reconfigure its models, inference flows, system prompts, comparison criteria, reference bases, output structures and analysis mechanisms, without the User's prior consent being required.

9. SYSTEMIC LEARNING, PLATFORM IMPROVEMENT AND USE OF DATA

9.1. Balysta may use metadata, usage records, telemetry, logs, performance metrics, interaction patterns, technical signals, derived outputs, statistical data and other related information for the legitimate purposes of the operation, security, support, technical auditing, fraud prevention, continuous improvement, performance monitoring, functional evolution, development, analytics, stability, calibration and enhancement of the Platform, provided that this occurs in compliance with applicable law and the Privacy Policy.

9.2. Without prejudice to the provisions of the Privacy Policy, Balysta may use anonymized or aggregated data, patterns, correlations, structures, learnings, metrics, signals, derived outputs and information arising from the use of the Platform for the systemic improvement of its models, engines, flows and features, as well as for the development and creation of new products and services, provided that such use does not allow, by reasonable means, the identification of the User or of the User's clients, counterparties, employees or any specific third parties.

9.3. The User acknowledges and agrees that the systemic improvement of the Platform may result from the observation of technical, behavioral, statistical, structural, documentary and operational patterns identified through the legitimate use of the solution, always on an aggregated and/or anonymized basis, in accordance with the Privacy Policy.

9.4. Balysta does not use the documents submitted by the User, in their identified form, to train third-party artificial intelligence models. The artificial intelligence providers engaged by Balysta are contractually required not to use the data processed through their interfaces (APIs) to train their own models. For the development and improvement of Balysta's proprietary models, including, without limitation, scoring, classification, prediction and analysis models, Balysta may use anonymized and aggregated data, in accordance with Section 9.2 above and the Privacy Policy. Balysta will not commercialize identifiable User data to third parties.

9.5. The processing, retention, anonymization, aggregation and deletion of data shall comply with the Privacy Policy, without prejudice to retentions necessary for compliance with legal obligations, the regular exercise of rights, fraud prevention, auditing, security, service continuity, the integrity of records, the preservation of evidence and the protection of Balysta's legitimate interests.

10. DATA RETENTION, DELETION AND AVAILABILITY

10.1. Balysta may retain User Inputs, outputs, records, histories, logs, metadata, technical signals and other information relating to the use of the Platform for as long as necessary to fulfill the legitimate purposes described in these Terms and in the Privacy Policy.

10.2. Balysta may provide mechanisms for the deletion, removal or requested disposal of documents, data and content submitted to the Platform, it being understood that such deletion may not extend, as the case may be, to: (i) audit and security records; (ii) temporary backups; (iii) data that has already been anonymized or aggregated; (iv) retentions required by law or regulation; and (v) information preserved for the regular exercise of rights.

10.3. The User acknowledges that a requested deletion may not result in the immediate, absolute or simultaneous elimination of all records existing in the environments of Balysta and its sub-processors, in particular due to technical routines, backup windows, contingency, security and systemic integrity.

11. PRIVACY AND DATA PROTECTION

11.1. The collection, use, storage, processing, sharing, retention, deletion and other operations involving personal data in connection with the Platform shall be governed by the Privacy Policy, which forms an integral part of these Terms.

11.2. For the purposes of applicable data protection law, Balysta may act: (i) as a controller with respect to the data necessary for the creation, authentication, administration, billing, security, support and management of the User's account and of the contractual relationship; and/or (ii) as a processor with respect to the data contained in the User Inputs processed on behalf of and under the instructions of the User, as applicable and, where formalized, under the relevant data processing agreement (DPA).

11.3. The User declares that they will assess, under their sole responsibility, the need to formalize additional data protection instruments, including specific terms, a DPA, internal policies, clauses with third parties or governance measures compatible with their activity.

12. AVAILABILITY, MAINTENANCE, SUPPORT AND SERVICE LEVEL

12.1. Balysta will use commercially reasonable efforts to keep the Platform available, secure and operational, without, however, assuming any obligation that the Platform will be uninterruptedly available, entirely free from failures, or immune to delays, bugs, inconsistencies, interruptions, unavailability, vulnerabilities, performance degradation or third-party events.

12.2. Balysta may carry out preventive, corrective, evolutionary or emergency maintenance, updates, architecture changes, migrations, patches, security adjustments, interface changes and other technical interventions, with or without prior notice, whenever it deems necessary.

12.3. Balysta may offer support channels, customer service, documentation, FAQs, explanatory materials and operational communications, without this constituting an obligation to provide a specific SLA, binding response times or guaranteed minimum service levels, unless expressly agreed in a separate instrument.

12.4. In the event of security incidents, material unavailability, material failures or events with the potential to significantly impact the Platform, Balysta may adopt such technical, operational, communication and mitigation measures as it deems appropriate, subject to applicable law.

13. SUSPENSION, RESTRICTION AND TERMINATION OF ACCESS

13.1. Balysta may, at any time and at its sole discretion, with immediate effect or otherwise, suspend, restrict, block, limit or terminate the User's access to the Platform, in whole or in part, temporarily or permanently, whenever it identifies, suspects or considers that there exists: (i) a violation of these Terms; (ii) improper, abusive or unlawful use, or use contrary to the purpose of the Platform; (iii) a technical, legal, reputational, competitive, regulatory or operational risk; (iv) an attempted unauthorized access; (v) fraud or suspected fraud; (vi) default; (vii) an order from an authority; (viii) the need for an investigation; or (ix) discontinuation of the solution or of the corresponding feature.

13.2. Whenever it deems appropriate, Balysta may, but shall not be obliged to, grant a period for remediation, clarification or regularization before adopting restrictive measures.

13.3. Without prejudice to the cases provided for in Section 13.1 above, Balysta may, for commercial, operational or strategic reasons, cease making the Platform available to the User upon prior notice of at least 30 (thirty) days. In such case, the User shall be entitled to (i) continued access to the Platform during the notice period, where applicable, and (ii) a pro-rata refund of any amounts paid in advance and not yet used.

13.4. The User may stop using the Platform at any time, subject to the conditions applicable to any paid plans, minimum commitments, terms of validity, recurring charges or specific instruments.

14. INTELLECTUAL PROPERTY

14.1. The Platform, including its source and object code, architecture, layout, design, interface, flows, features, APIs, models, system prompts, algorithms, databases, methods, documentation, materials, content, trademarks, business names, distinctive signs, texts, graphics, standard reports, know-how, trade secrets and other related elements, is and shall remain the exclusive property of Balysta and/or its licensors, as the case may be.

14.2. User Inputs remain the property of whoever legitimately holds them, and no ownership rights therein are transferred to Balysta, except for the limited licenses, authorizations and permissions necessary for the operation of the Platform and the exercise of the rights provided for in these Terms and in the Privacy Policy.

14.3. To the extent strictly necessary for the provision, operation, maintenance, support, improvement, auditing, security, fraud prevention, evolution and protection of the Platform, the User grants Balysta a worldwide, non-exclusive, royalty-free license, revocable within the limits of the law and of these Terms, to host, reproduce, process, technically adapt, organize, store, index, extract, transform and analyze the User Inputs and the outputs derived from them.

14.4. Without prejudice to the User's rights in their own content, the Platform's outputs may contain protected elements, proprietary structures, methods, formatting, presentation logic, comparisons, compilations, taxonomies, enrichments, analytical models or other components subject to Balysta's rights, and their use must therefore respect the limits of these Terms.

14.5. The User is prohibited from removing, concealing or altering notices of intellectual property, confidentiality, traceability or usage restrictions contained in the Platform or in the materials made available through it.

15. CONFIDENTIALITY

15.1. Balysta will adopt technical, administrative and organizational measures compatible with the nature of the Platform to preserve the confidentiality of User Inputs in their identified form, subject to the provisions of these Terms, the Privacy Policy and applicable law, to the cases of sharing with sub-processors, to legitimate retentions and to the situations in which the use of anonymized or aggregated data is permitted.

15.2. The User acknowledges, however, that Balysta may access, use, preserve and share information to the extent necessary to: (i) operate and support the Platform; (ii) comply with a legal or regulatory obligation or an order from a competent authority; (iii) investigate fraud, incidents, abuse or violations of these Terms; (iv) regularly exercise its rights; (v) protect the security of the Platform and of third parties; and (vi) carry out processing permitted under the Privacy Policy.

15.3. The User undertakes not to disclose to third parties, except where necessary for the legitimate use of the Platform or where authorized in writing by Balysta, any confidential, technical, commercial, operational or strategic information of Balysta to which they gain access as a result of using the Platform, except to the extent necessary to comply with a legal or regulatory obligation or an order from a competent authority.

16. DISCLAIMER OF WARRANTIES

16.1. To the maximum extent permitted by applicable law, the Platform is provided on an “as is” and “as available” basis and in line with its technological evolution, without express or implied warranties of any kind.

16.2. Without prejudice to the foregoing, Balysta does not warrant that: (i) the Platform will meet all of the User's needs, expectations or specific purposes; (ii) the Platform will operate in an uninterrupted, timely, secure or error-free manner; (iii) any feature will be maintained; (iv) the outputs will be complete, accurate, auditable, reliable for any specific purpose or sufficient for the User's decisions; or (v) failures, bugs or inconsistencies will be corrected within any specific timeframe. Furthermore, Balysta does not warrant the availability, continuity, performance or suitability of third-party services, infrastructure or technologies on which the Platform depends, including, without limitation, artificial intelligence providers, cloud infrastructure, networks and communication services.

17. LIMITATION OF LIABILITY

17.1. To the maximum extent permitted by applicable law, Balysta shall not be liable for any indirect, consequential, special, punitive or exemplary damages, loss of profits, loss of revenue, loss of opportunity, loss of business, loss of reputation, loss of anticipated savings, loss of data, business interruption, liabilities to third parties or damages arising from the use of or inability to use the Platform.

17.2. Without prejudice to other exclusions provided for in these Terms, Balysta shall not be liable for losses, damages or liabilities arising from: (i) inputs that are incorrect, incomplete, unlawful, biased, outdated or entered without legitimacy; (ii) the User's interpretation, insufficient validation, use, sharing or disclosure of outputs; (iii) financial, accounting, contractual, regulatory, corporate, operational or commercial decisions made on the basis of the Platform; (iv) failures, delays or unavailability of third-party networks, power supply, internet, browsers, devices, systems or services; (v) acts of God, force majeure, acts of third parties, sophisticated cyberattacks, external fraud, unlawful interception or events beyond its reasonable control; (vi) use of the Platform contrary to its purpose, documentation or guidance; or (vii) the User's non-compliance with these Terms.

17.3. Without prejudice to the exclusions provided for in these Terms, and except in cases where a limitation of liability is prohibited by applicable law, Balysta's aggregate overall liability for any claims arising out of or relating to the Platform or these Terms shall be limited to the total amount actually paid by the User to Balysta as consideration for the use of the Platform during the 12 (twelve) months preceding the event giving rise to the relevant claim.

17.4. Where the Platform is used on a free, experimental, promotional, alpha or beta basis, or without any financial consideration, Balysta's aggregate overall liability, except in cases where the law does not permit such limitation, shall be limited to the amount of R$1.000,00 (one thousand Brazilian reais).

17.5. The exclusions and limitations set forth in this Section constitute an essential element of the allocation of risks between the parties and shall survive even if any limited remedy fails of its essential purpose.

18. INDEMNIFICATION IN FAVOR OF BALYSTA

18.1. The User shall indemnify, defend and hold harmless Balysta, its affiliates, equity holders, officers, employees, consultants, licensors, sub-processors and partners from and against any losses, damages, expenses, costs, judgments, settlements, fines, penalties, charges and reasonable attorneys' fees arising from: (i) violations of these Terms; (ii) misuse of the Platform; (iii) User Inputs; (iv) allegations of infringement of third-party rights; (v) breaches of duties of confidentiality, data protection or secrecy; or (vi) acts, omissions or decisions of the User based on the Platform's outputs.

19. CHANGES TO THE TERMS AND TO THE PLATFORM

19.1. Balysta may amend these Terms at any time. The version in force shall be the one made available on the Platform or through a channel indicated by Balysta.

19.2. Whenever changes to these Terms are materially relevant, Balysta will use reasonable efforts to notify the User at least 30 (thirty) days in advance. In such cases, the changes will take effect upon expiry of that period, and a User who does not agree with the new conditions may, within that period, cease using the Platform or, in the case of Users on a paid plan, choose not to renew their subscription or request early termination, at no charge, with a pro-rata refund of any amounts paid in advance and not yet used. Continued use of the Platform after the changes take effect shall be deemed acceptance of the new Terms.

19.3. Balysta may, at any time and without liability to the User, modify, suspend, discontinue or restrict any aspect of the Platform.

20. COMMUNICATIONS

20.1. Communications from Balysta to the User may be made by e-mail, notifications on the Platform, electronic messages, in-app notices, postings within the authenticated environment or any other channel registered or customarily used by Balysta.

20.2. The User must keep their registration data and contact channels up to date at all times.

21. GENERAL PROVISIONS

21.1. One party's tolerance of the other party's non-performance of an obligation shall not constitute novation, waiver or contractual amendment.

21.2. If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

21.3. These Terms constitute the entire understanding between Balysta and the User with respect to their subject matter and supersede prior understandings of the same nature, without prejudice to specific instruments entered into between the parties.

21.4. Nothing in these Terms establishes any partnership, joint venture, association, agency, mandate, franchise, employment relationship or joint and several liability between Balysta and the User.

21.5. The User may not assign or transfer their rights and obligations under these Terms without Balysta's prior written consent. Balysta may assign these Terms and/or its contractual position in the context of a corporate reorganization, a transaction with affiliates, an investment, a sale of assets, a transfer of business (trespasse) or an equivalent transaction, upon prior notice to the User within a reasonable period.

21.6. The provisions which, by their nature, are intended to survive the termination of the contractual relationship, including, without limitation, the Sections relating to intellectual property (Section 14), confidentiality (Section 15), disclaimer of warranties (Section 16), limitation of liability (Section 17), indemnification (Section 18) and general provisions (Section 21), shall remain in force after the termination of these Terms, solely to the extent necessary to govern events occurring during the term of these Terms and subject to applicable law.

22. GOVERNING LAW AND JURISDICTION

22.1. These Terms shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil.

22.2. The courts of the Judicial District (Comarca) of São Paulo, State of São Paulo, Brazil, are hereby elected, to the exclusion of any other, however privileged it may be or become, to settle any disputes arising from these Terms, except in cases where a different forum is imposed by rules of public policy.