Terms of Service

Dated: September 14, 2021

Welcome to Winnin!

Thank you for using the Winnin Insights platform and the products, services and features we make available to you as part of the platform (collectively, the “Service”).

This instrument describes the terms and conditions ("Terms of Service" or “Terms”) to use the Services provided by Winnin Inc., a company operating under the laws of Delaware, located at 108 West 13th Street, Wilmington, Delaware 19801, Country of New Castle and its subsidiary or affiliated companies (hereinafter referred to as “Winnin Inc”, “we”, “us”, or “our”).

The Service allows you to map culture in real time and helps understand what’s relevant to different audiences and cultural niches. It empowers content creators through data.

Your use of the Service is subject to these Terms of Service and the Privacy Policy, which may be updated from time to time (together, this “Agreement”). Any other links or references provided in these Terms are for informational use only and are not part of the Agreement.

Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you should not use the Service.

Our Service is provided to Businesses. If you are using the Service on behalf of a company or organization, you represent that you have authority to act on behalf of that entity, and that such entity accepts this Agreement.

If you have any questions about these Terms of Service, please contact us at cs@winnin.com.


Content on the Service

The content on the Service includes videos, audio (for example music and other sounds), graphics, photos, text,
branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics,
and other materials either provided by us or by third-party platforms from where the data is collected
(collectively, “Content”).

If you see any Content you believe does not comply with this Agreement, including by violating the law, you
can report it to us at legal@winnin.com.

The data made available in the Service is public and collected from social media, such as, but not limited to
Facebook, Instagram, Youtube and Twitch, through access to its APIs, and only processed for availability on the
Service.

Subject to your compliance with these Terms, Winnin Inc. grants you a limited, non-exclusive, non-transferable
license, with no right to sublicense, to view, use and print the content available solely in connection with your
permitted use of the Service.


Your Winnin Account

To protect your Winnin account, keep your password confidential. If you learn of any unauthorized use of your password, please contact cs@winnin.com. You should not share your login account and password.

You are the sole responsible for maintaining the confidentiality of the password defined to access Winnin
Platform at the time of registration, as well as for all the information you provide to Winnin. You agree to accept
responsibility for any and all activities or actions that occur under your account and/or password. Winnin is not
responsible for any damage resulting from the disclosure of the password by you to third parties, or the use of
the password by third parties to gain access to your account.

In case you forget or lose your password or username the data will be recovered upon security checks. Winnin
Inc. reserves the right to suspend or cancel at its sole discretion access to your account if it believes there is a
security breach. For security reasons, Winnin Inc. may require you to change any and all passwords used to
access your Winnin account.

To the extent that such loss has not been caused due to gross negligence, willful misconduct, fraud or bad faith
by Winnin Inc., we will not be liable for any loss that you may incur as a result of someone else using your
username or password, either with or without your knowledge. To the extent allowable by the applicable law,
you shall be liable for any expenses, including usage charges and fines, fees, civil judgment, and reasonable
attorney’s fees for your intentional or negligent failure to safeguard user and password information.

We reserve the right for us or our employees to access your account and the information that you have provided
for support, maintenance and servicing purposes or for any security-related, technical or billing reasons.


Your Information

To use the Service, you must subscribe to one of our products, register yourself as a User and create an account
within Winnin platform. By registering within Winnin platform, you agree to provide truthful, accurate,
complete and updated information about yourself, as requested in the registration form and to update it
whenever necessary. This information will include your full name, email and the name of the company on behalf
of which you are accessing the platform. Nicknames that are likely to cause confusion that violate the rights of third parties of any nature, or that are considered offensive, vulgar or otherwise inappropriate may not be used.
Winnin Inc. may remove you or change in its sole discretion any user name that violates the conditions set out in
these Terms of Service.


Our Privacy Policy explains how we treat your personal data and protect your privacy when you use the Service.
We will only process your data to customize your experience and improve the Service and in accordance with
the Terms herein and our Privacy Policy. By registering at Winnin platform, you declare that understand and
accept the terms set forth herein, as well as that agree with the collection and storage of your data.

Your usage data will be stored within our partners database. No User data shall be shared with third-parties for
other purposes.


Permissions and Restrictions

You may access and use the Service as made available to you, as long as you comply with this Terms of Service
and applicable law.

When using the Service, you agree not to practice the following acts, under penalty of being warned and having
your subscription at Winnin platform and the Service suspended or canceled, temporarily or permanently,
without prejudice to other measures:

1. perform any acts that infringe any of Winnin Inc's intellectual property rights or in any way violate
third-parties rights;

2. access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or
otherwise use any part of the Service or any Content except: (a) as expressly authorized by the Service;
or (b) with prior written permission from Winnin Inc and, if applicable, the respective rights holders;

3. use the Service for a purpose other than the contracted with the software subscription and identified in
the subscription form to Winnin Platform;

4. circumvent, disable, fraudulently engage with, or otherwise interfere with any part of the Service (or
attempt to do any of these things), including security-related features or features that (a) prevent or
restrict the use of the Service or (b) limit the use of the Service;

5. use or employ any methods that interfere with the data made available on the Winnin platform, or that
provide any undue advantage to any user; violate or encourage others to violate these Terms of Service,
third party’s rights, the Privacy Policy, any laws, rules or regulations;

6. access the Service using any automated means (such as robots, botnets or scrapers), except with Winnin
prior written permission;

7. misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless,
vexatious, or frivolous submissions;

8. register with false information, pretend to be any person or representative of an entity that is not
competent to do so, to deceive others or for any other purpose;

9. attempt and/or use reverse engineer or otherwise attempt to invade or harm Winnin platform;

10. allow third parties to use your account at Winnin platform.
Winnin Inc. will be able to delete and remove your account if understands at its sole discretion that you have
violated any of the above provisions.

Using the Service does not give you ownership of or rights to any aspect of the Service, including user names or
any other content made available on Winnin platform.


WINNIN CONTENT

Winnin content is collected from platforms such as, but not limited to Facebook, Instagram, Youtube and
Twitch.

In order for you to have a satisfying experience at Winnin platform, Winnin Inc. uses the YouTube, Facebook,
Instagram and Twitch APIs. Therefore, Winnin Inc. is in accordance with the Terms of Service of the
aforementioned social medias, which can be accessed through the following links:

YouTube
Facebook
Instagram
Twitch

Winnin resources may have limitations in terms of number of characters, formatting, reproduction, origin, time,
quality, among others, at the exclusive discretion of Winnin Inc.

Winnin Inc is constantly changing and improving the Service. We may also need to alter or discontinue the
Service, or any part of it, in order to make performance or security improvements, change functionality and
features, make changes to comply with law, or prevent illegal activities on or abuse of our systems. These
changes may affect all users, some users or even an individual user. Wherever reasonably possible, we will
provide notice when we discontinue or make material changes to our Service that will have an adverse impact
on the use of the Service. However, you understand and agree that there will be times when we make such
changes without notice, such as where we feel we need to take action to improve the security and operability of
our Service, prevent abuse, or comply with legal requirements.

In order to use the data and/or analysis made available by Winnin Insights platform in any material, even for
internal use without disclosure to the public, in marketing materials or any other material available to the public,
the user must include the phrase “Powered by Winnin Insights” in their content. In case of use in digital media,
in addition to the credit established, user must also include the hyperlink <winnin.com> in the material.


INTELLECTUAL PROPERTY

Winnin Inc. and its licensees/authorized parties are the sole and exclusive owners of all intellectual property
rights in Winnin platform and all related goods and services, including brands, logos, domain names, layout,
trade dress, designs, among others (“Winnin Inc. Intellectual Property”). You are aware and agree that the
Winnin Inc. Intellectual Property may never be used in any way and on any media without the express prior
authorization of Winnin Inc. The simple use of the Service does not grant to you a license to use Winnin Inc.
Intellectual Property. Winnin Inc. is not obliged to accept or consider any ideas, suggestions or materials
submitted by you and the public ("Suggestions"), especially if such Suggestions are protected by intellectual
property, unfair competition or other rights. However, if you send any Suggestions to Winnin Inc., you grant,
exclusively, for the maximum period permitted by law, a license over all rights arising from the Suggestions, and
Winnin Inc. shall be able to freely use any concepts, ideas, know-how or techniques contained in any
Suggestions for any purpose, including, without limitation, development, commercialization and exploitation of
products and services in Brazil and abroad from such information, without any compensation to you.

You agree to respect the intellectual property rights of Winnin Inc. and third parties and warrant that will not
make any use of the Service in a manner that violates such intellectual property rights. You agree not to remove,
alter or obscure any copyright, trademark or other proprietary rights notices incorporated in or accompanying
the Service.

In the event that you provide Winnin Inc. with any feedback, suggestions, comments or improvements with
respect to the Service, you hereby grant Winnin Inc. with a non-revocable, sub-licensable and royalty free right
and license to make use of, copy, disclose, license, and distribute such feedback, suggestions, comments or
improvements in any manner without any obligations, of whatever kind, towards you. Nothing in this Agreement
shall be construed as a limitation on Winnin Inc. to make use, develop and market any Service incorporating the
feedback, suggestions, comments or improvements that you have provided.

If you believe your copyright or any other right has been infringed on the Service, please send us a notice
through legal@winnin.com.


THIRD PARTY RIGHTS VIOLATIONS

Winnin Inc. reserves the right, in its sole discretion, to take repressive measures against the user who violates
third party’s rights in Winnin platform. If any user violates a third party’s rights, the interested party must notify
Winnin Inc. by email to legal@winin.com.

The notification must contain the following information: (i) statement that the interested party has identified
material in Winnin platform that violates its rights (or the rights of a third party who has authorized the
interested party to act on its behalf); (ii) description of the protected property (video, image, work, brand,
photography, industrial design, among others); (iii) detailed description of the manner in which the right was
violated; (iv) location in Winnin platform where the breach occurred; (v) address, telephone number and email
so that Winnin Inc. can contact the complainant; (vi) declaration by the interested party that the information
contained in the notification is true and that the interested party is the holder of the violated right or is authorized
to act on behalf of the holder of the rights, in the following terms: "I declare to believe that the reported user is
not authorized by the holder of the violated rights. I also declare that the information contained herein is true
and that I am the holder party and/or I am authorized to file a lawsuit for violation of rights regarding its
misuse.”; and (vii) signature of the interested party.

The interested party in reporting the violation must verify if the content on Winnin does in fact violate its rights.
In case of doubt, it is recommended to consult a lawyer. Using this notification process to make a false or bad
faith claim may has legal consequences for the complainant and will be considered a violation of the conditions
set out in these Terms of Service.

Upon review and confirmation of the complaint, Winnin Inc. may remove or disable Winnin's infringing content.


Account Suspension & Termination

You may stop using the Service at any time. In order to delete your account, please send an e-mail to
cx@winnin.com. This will include closing your account with Winnin Inc. and removing your data after a
3-years term. You also have the option to download a copy of your data first. However, such copy shall not
include any report or dashboard available on Winnin platform, but only your personal data.

Winnin Inc. may suspend or terminate your access to all or part of the Service if (a) you materially or repeatedly
breach this Terms; (b) we are required to do so to comply with a legal requirement or a court order; (c) we
believe there has been conduct that creates (or could create) liability or harm to any user, other third party,
Winnin Inc. or our Affiliates; (d) you terminate your business activities or become insolvent.

We will notify you with the reason for termination or suspension of your account by Winnin Inc. unless we
reasonable believe that to do so: (a) would violate the law or the direction of a legal enforcement authority, or
would otherwise risk legal liability for Winnin Inc. or our Affiliates; (b) would compromise an investigation or
the integrity or operation of the Service; or (c) would cause harm to any user, other third party, Winnin Inc. or
our Affiliates. If you believe your Winnin account has been terminated in error, you can appeal through
cs@winnin.com.


WARRANTY AND LIABILITY LIMITATIONS


Other than as expressly stated in this Agreement or as required by law, the Service is provided “as is” and
Winnin Inc does not make any specific commitments or warranties about the Service. For example, we don’t
make any warranties about: (a) the content provided through the Service; (b) the specific features of the Service,
or its accuracy, reliability, availability, or ability to meet your needs.

Winnin Inc. is not responsible for the content made available on the platforms from which it collects the data
displayed in Winnin platform. In other words, Winnin Inc. is not responsible for the data provided by users of
platforms such as, but not limited to Facebook, Instagram, Youtube and Twitch, on their social media and
exhibited on Winnin platform. In addition, Winnin Inc. will not be responsible for any loss of User data arising
from unforeseeable circumstances, force majeure or occurring due to the invasion of Winnin and breach of
security by unauthorized third parties. However, Winnin Inc. commits to use security best practices and to
inform the Data Owners in case of any personal data breach.

Winnin Inc. does not guarantee that Winnin and its Content will be available uninterruptedly, and Winnin will
make its best efforts to maintain Winnin platform free of errors and malwares, as well as the server where
Winnin platform is hosted. Except as required by applicable law, Winnin Inc. its Affiliates, Officers, Directors,
Employees and Agents will not be responsible for any loss or profits, revenues, business opportunities, goodwill,
or anticipated savings, loss or corruption of data, indirect or consequential loss, punitive damages caused by:

1. Errors, mistakes, or inaccuracies on the Service;
2. Property damage resulting from your use of the Service;
3. Any unauthorized access to or use of the Service;
4. Any interruption or cessation of the Service;
5. Any virus or malicious code transmitted to or through the Service by any third party;
6. Any content on Winnin platform from Facebook, Instagram, Youtube and Twitch, including your use of
the Content; and/or
7. The removal or unavailability of any Content.

This provision applies to any claim, regardless of whether the claim asserted is based on warranty, contract, tort,
or any other legal theory.

Winnin Inc and its Affiliates total liability for any claims arising from or relating to the Service is limited to the
amount that you had paid to Winnin Inc and its Affiliates to use the Services in the 12 months before the date of
your notice.

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Winnin Inc and its
Affiliates, officers, representatives, directors, partners, employees and agents, from and against any and all
claims, damages, obligations, losses, liabilities, costs or debt, lawsuits, and expenses (including but not limited
to attorney’s fees and court fees) arising from or in connection with: (i) your use of and access to the Service;
(ii) your violation of any term of this Agreement; or (iii) your violation of any third party right, including
without limitation any copyright, property, or privacy right. This defense and indemnification obligation will
survive this Agreement and your use of the Service.

The Service may contain links to third-party websites and online services that are not owned or controlled by
Winnin Inc. Winnin Inc has no control over, and assumes no responsibility for, such websites and online
services. Be aware when you leave the Service; we suggest you read the terms and privacy policy of each
third-party website and online service that you visit.

You also acknowledge that all content published on Winnin platform is hosted by third parties whose have no
relationship with Winnin Inc., and for that Winnin Inc has no interference with the availability of content on
their respective platforms, and they can be disabled or removed from the servers where they are hosted at any
time.

Winnin Inc does not use the data collected and stored on the Winnin platform for any advertising and/or
commercial purposes. Winnin Inc. does not endorse products, services, content, news, information and data
operated by third parties and is not responsible for any transaction related to them, or for any consequences that
may arise from the use of these products, services, content, news, information and data contained in the platform
by you.


TERMS OF USE MODIFICATIONS

These Terms of Service can be modified at any time by Winnin Inc, for example, to reflect changes to our
Service or for legal, regulatory, or security reasons. Winnin Inc will provide reasonable advance notice of any
material modifications to this Agreement, except that modifications addressing newly available features of the
Service or modifications made for legal reasons may be effective immediately, without notice. In order to
continuing to access the Service after the changes come to effect, you must agree with and accept the new Terms
of Service.


MISCELLANEOUS

If your use of the Service ends, the following terms of this Agreement will continue to apply to you: “Warranty
and Liability Limitations” and “Miscellaneous”, besides other provisions defined in this Agreement.
Winnin Inc. may modify, suspend or discontinue the Service (or any part of it) at any time for any reason, at its
sole discretion. In the event of discontinuation of Winnin, your information will be discarded by Winnin Inc., in
accordance with applicable law.

These Terms of Service constitute the entire understanding between Winnin Inc. and you with respect to its
object, and corroborates any and all instruments, agreements or Contracts, verbal or written, entered into and
between the parties in relation to the object herein before the date that these Terms of Service are effective.
If you fail to comply with this Terms and we do not take immediate action, this does not mean that we are giving
up any rights that we may have (such as the right to take action in the future).

You agree that the invalidity or unenforceability for any reason of any provision contained in this document will
not affect the validity and enforceability of any other provision therein and, if any provision is deemed in any
way invalid or unenforceable, the other provisions will remain in effect and this document will be interpreted as
if the invalidated or unenforceable provisions did not exist.

In these Terms, “include” or “including” means “including but not limited to”, and any examples we give are for
illustrative purposes.

These Terms of Service will be governed by and construed in accordance with the Brazilian law and it is agreed
and accepted by the parties that any disputes arising from this Term of Service that cannot be friendly solved by
them, shall be settled in the Central Court of Judicial District of the city of Rio de Janeiro.

In case of any question or doubts related to the personal data treated by Winnin, we invite you to get in touch
with us through the e-mail <dpo@winnin.com>.