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Platform Terms and Conditions of Use

1. Definitions and Scope

These Terms of Use set forth the rules and conditions for using the platform operated by Poupz Capital (Poupz Capital Plataforma de Investimentos Alternativos Ltda., Tax ID 54.812.940/0001-72), hereinafter referred to as “Poupz Capital” or the “Platform”.

Poupz Capital is an electronic platform for alternative investments authorised and supervised by the Brazilian Securities and Exchange Commission (CVM), under CVM Resolution No. 88/2022, enabling fundraising through public offerings of securities issued by small businesses.

2. Acceptance and Adherence

By accessing, browsing, or using any functionality of the Platform, you declare that you have read, understood, and fully agree to these Terms of Use, as well as to our Privacy Policy and Cookie Policy.

If you do not agree with any provision of these documents, you must not access or use the Platform. Continued use after any amendment to these Terms will constitute acceptance of the updated conditions.

3. Capacity and Eligibility

3.1. Minimum Age

To use the Platform, you must be at least 18 years old and have full legal capacity to enter into binding agreements and make investments.

3.2. Investor Profile

Access to investment features is subject to completion of the suitability questionnaire, as required by CVM Resolution No. 88/2022. Based on your answers, you may be classified into one of the following categories:

  • Qualified Investor: individuals with financial investments above BRL 1,000,000.00 or otherwise meeting the criteria established by regulation.
  • Non-Qualified Investor: all other investors, subject to investment limits of 20% of annual gross income or BRL 100,000.00 per offering, whichever is higher.

4. Registration and Account Security

4.1. Accuracy of Information

When registering, you agree to provide truthful, complete, accurate, and up-to-date information regarding your identity, contact details, financial status, and assets.

4.2. Confidentiality of Credentials

You are solely responsible for keeping your login, password, and any other access credentials confidential. We recommend that you:

  • Use strong passwords with at least 8 characters, including upper and lower case letters, numbers, and symbols;
  • Do not share your credentials with third parties;
  • Log out when ending your sessions;
  • Notify Poupz Capital immediately in case of suspected unauthorised access.

4.3. Responsibility for Activities

All activities performed through your account will be deemed to have been carried out by you, and you shall be civilly and criminally liable for any transactions, statements, or acts made in your name.

5. Nature of the Services and Legal Relationship

5.1. Technological Intermediation

Poupz Capital acts exclusively as a technology intermediation platform and is not a party to the legal relationships established between investors and issuing companies. We do not assume payment obligations, guarantees of return, or investment advisory duties.

5.2. No Consumer Relationship

Transactions performed through the Platform do not necessarily constitute a consumer relationship, as they involve investments in securities subject to the specific rules of the Brazilian capital markets.

6. Investment Process

6.1. Review of Opportunities

Before investing, you will have access to essential information about the offering, including details of the issuing company, fundraising goals, the structure of the security, associated risks, expected return, and investor rights.

6.2. Expression of Interest

An expression of interest in investing does not bind the investor until the transaction is formally concluded. Reservations may be cancelled within the deadlines established for each offering.

6.3. Cooling-Off Period

In accordance with CVM regulation, investors have 7 calendar days from the date the investment is formalised to withdraw without penalty and receive the full amount invested.

7. Investment Risks

Investments in securities offered through the Platform involve significant risks, including, but not limited to:

7.1. Credit Risk

The issuing company may fail to meet its obligations to pay remuneration or principal, resulting in partial or total loss of the invested capital.

7.2. Liquidity Risk

The offered securities do not have a regulated secondary market, which may make it difficult or impossible to sell the position before maturity or the scheduled exit event.

7.3. Market Risk

Economic, sectoral, political, or foreign exchange fluctuations may negatively affect the performance of the investment and the payment capacity of the issuing company.

7.4. Operational Risk

Events such as technological failures, cyberattacks, natural disasters, or human errors may impact the operations of issuing companies or the Platform itself.

7.5. No Guarantees

Poupz Capital does not guarantee:

  • Any profitability or performance level;
  • Preservation of invested capital;
  • Absolute accuracy of information provided by issuing companies;
  • The success of funded businesses or projects.

8. Due Diligence and Platform Review

Poupz Capital performs a prior review of companies and offerings, including:

  • Analysis of corporate documents and public records;
  • Review of the business background of controlling shareholders;
  • Assessment of technical and economic feasibility;
  • Verification of tax and labour compliance.

Nevertheless, this review does not replace the independent evaluation that each investor should carry out, nor does it eliminate the inherent risks of the investment.

9. Fees and Platform Compensation

Poupz Capital is compensated through:

  • Intermediation Fee: a percentage of the amount raised in the offering, paid by the issuing company.
  • Success Fee: a percentage of the returns earned by the investor, limited to 20% of the realised gain, in accordance with CVM Resolution No. 88/2022.

These fees are established in each offering and communicated to investors before the investment is formalised.

10. Intellectual Property

All content available on the Platform, including texts, images, logos, trademarks, software, design, algorithms, databases, and other materials, is the exclusive property of Poupz Capital or its licensors and is protected by Brazilian and international intellectual property laws.

It is expressly prohibited to:

  • Copy, reproduce, distribute, or modify any content without prior authorisation;
  • Reverse engineer the Platform software;
  • Use bots, spiders, or automated means to extract data;
  • Violate Poupz Capital’s registered trademarks or patents.

11. Data Protection and Privacy

The processing of personal data is governed by our Privacy Policy, in compliance with the Brazilian General Data Protection Law (LGPD, Law No. 13,709/2018). We are committed to:

  • Collecting only data necessary for the provision of services;
  • Implementing appropriate technical and organisational security measures;
  • Not selling personal data to third parties;
  • Respecting the rights of data subjects.

12. Prohibited Conduct

It is strictly prohibited to use the Platform to:

  • Commit crimes or unlawful activities of any kind;
  • Transmit malware, viruses, or malicious code;
  • Attempt unauthorised access to systems;
  • Interfere with the normal operation of the Platform or other users;
  • Use inside information to obtain undue advantages;
  • Engage in money laundering or terrorist financing;
  • Disseminate false or misleading information about companies or offerings.

13. Sanctions and Account Termination

Poupz Capital reserves the right, at its sole discretion and without prior notice, to:

  • Temporarily suspend access for users who violate these Terms;
  • Permanently terminate accounts in case of serious violations;
  • Report unlawful activities to the competent authorities;
  • Seek civil and criminal redress for damages caused.

14. Limitation of Liability

To the fullest extent permitted by applicable law, Poupz Capital shall not be liable for:

  • Direct, indirect, incidental, special, or consequential damages;
  • Financial losses resulting from investments made through the Platform;
  • Service interruptions caused by force majeure or technical maintenance;
  • Acts or omissions of issuing companies or third parties.

15. Amendments to the Terms

Poupz Capital may amend these Terms of Use from time to time. Such amendments shall take effect on the date they are published on the Platform or on a later date expressly stated.

We will notify users of material changes through:

  • Email sent to the registered address;
  • A highlighted notice in the logged-in area of the Platform;
  • Publication in the legal documents section.

Continued use of the Platform after such amendments constitutes acceptance of the updated Terms.

16. Governing Law and Venue

These Terms are governed by the laws of the Federative Republic of Brazil, especially Law No. 6,385/1976, CVM Resolution No. 88/2022, the Civil Code, and the Consumer Protection Code, when applicable.

Any dispute arising from these Terms shall be submitted to the courts of São Paulo/SP, Brazil, with express waiver of any other venue, however privileged it may be.

17. Final Provisions

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any clause shall not constitute a waiver of the right to do so later.

18. Contact and Ombudsman

For questions regarding these Terms of Use, please contact:

Poupz Capital Plataforma de Investimentos Alternativos Ltda., Tax ID 54.812.940/0001-72, Electronic participatory investment platform authorised by the Brazilian Securities and Exchange Commission (CVM) pursuant to CVM Resolution No. 88/2022.