1.1. These Terms of Use (“Terms”) govern the contracting and use of timeshifter, a desktop application that captures and automatically classifies computer activity to generate time entries, provided by HLB SISTEMAS LTDA, enrolled with the CNPJ under no. 53.140.952/0001-77, headquartered at Rua dos Pinheiros nº 1057, Apt. 1712, Sala 1B, CEP 05422-012, São Paulo/SP, Brazil (“HLB”).

1.2. Contracting the service, creating an account or using the application constitutes full and binding acceptance of these Terms by the contracting legal entity (“Customer”) and by its Users.

1.3. The accepted proposal or order and the Privacy Policy form part of these Terms, where applicable.

2. Definitions

Application or timeshifter — the software that is the subject of these Terms, including its features and updates.

Customer — the legal entity that contracts the service.

Users — the persons authorized by the Customer to use the Application or whose activity is captured by it.

Activity Data — the activity records captured and classified by the Application.

Customer Content — the data and information entered or generated by the Customer and its Users in the use of the Application.

3. Registration, account and requirements

3.1. Access requires registration with true, accurate and up-to-date information. The Customer is responsible for the accuracy of the data provided and for keeping it up to date.

3.2. The Customer is responsible for safeguarding credentials, for managing its Users’ access and for all activity carried out in its account, and must immediately notify HLB of any unauthorized use.

3.3. Use of the Application may depend on minimum technical requirements and on installation on the devices designated by the Customer, which are the Customer’s responsibility.

4. License of use and restrictions

4.1. HLB grants the Customer a non-exclusive, non-transferable, revocable license, limited to the term and scope of the contract, to use the Application in accordance with its intended purpose and these Terms.

4.2. The Customer and Users may not: (i) sublicense, assign, resell, rent or make the Application available to third parties without authorization; (ii) reverse engineer, decompile or attempt to access the source code, except to the extent mandatorily permitted by law; (iii) circumvent, remove or breach security controls, technical limits or licensing limits; (iv) use the Application for unlawful or fraudulent purposes or purposes harmful to the rights of third parties; or (v) exploit the Application to develop a competing product or service.

5. Description of the service and artificial intelligence

5.1. The Application captures computer activity signals and uses artificial intelligence models, supported by third-party cloud services, to automatically classify activities and suggest time entries. The classification is ancillary in nature and does not replace human validation. The actual extent of the capture, within the limits defined by the Customer, is controlled by the User, as set out in the Privacy Policy; processing and classification by artificial intelligence take place continuously and automatically throughout the workday.

5.2. HLB may evolve, change, add or discontinue features, seeking to preserve the essential characteristics of the contracted service, with notice when the change is material.

5.3. The Application offers an optional channel for recording time entries by message (WhatsApp), whose use depends on the User’s own initiative and on prior verification of the User’s number, subject to the Privacy Policy.

6. Monitoring of Users and Customer responsibilities

6.1. The Customer acknowledges that, with respect to the Activity Data captured from Users, it acts as controller under the LGPD (Brazilian General Data Protection Law), and HLB acts as processor. The conditions of such processing are governed by these Terms and the Privacy Policy, which constitute the applicable documented instructions, unless the Customer formalizes a specific instruction to the contrary in writing. The default retention periods for Activity Data, and the possibility for the Customer to set different periods, are set out in Section 12 of the Privacy Policy.

6.2. The Customer represents and warrants that it is solely responsible for: (i) defining and documenting the legal basis for the monitoring and for the processing of Activity Data; (ii) informing Users in advance, clearly and adequately, of the existence, extent, purposes and form of the monitoring, covert monitoring being prohibited; (iii) observing the limits of proportionality and necessity, preserving Users’ private sphere and personal communications; (iv) complying with labor and union legislation and any applicable collective agreements; (v) defining and communicating to Users the limits of the monitoring and guiding them on the capture permissions available in the Application, so as to minimize the capture of unnecessary personal data and sensitive data, it being understood that enabling and disabling such permissions is up to the User; and (vi) as controller, handling requests from data subjects and from the ANPD (Brazilian National Data Protection Authority) relating to such processing.

6.3. The Customer is responsible for the lawfulness of the instructions it gives HLB and for the legality of the processing it determines.

6.4. The Customer shall hold HLB harmless from claims, infringement notices, judgments or demands by Users, authorities or third parties arising from non-compliance with this Section, bearing the corresponding costs, including attorneys’ fees.

7. Prohibited conduct

7.1. In addition to the restrictions in Section 4, the Application may not be used for: (i) surveillance that exceeds the professional environment and purpose; (ii) targeted collection of sensitive data; (iii) monitoring of persons who have not been informed as set out in Section 6; or (iv) any use contrary to applicable law and to these Terms.

8. HLB’s obligations

8.1. HLB undertakes to: (i) make the Application available according to the contracted plan; (ii) employ appropriate security measures (arts. 46 to 49 of the LGPD); (iii) process Activity Data strictly in accordance with the Customer’s documented instructions and the Privacy Policy; and (iv) provide support under the applicable terms.

9. Plans, prices and payment

9.1. Plans, scope of use and fees are defined individually in the proposal or order accepted by the Customer, may vary according to usage volume, processing consumption, support and other factors, and do not form part of these Terms.

9.2. Prices may be adjusted in the manner and at the intervals provided for in the plan, subject to the law. Applicable taxes are the responsibility of the party to which the law assigns them.

9.3. Failure to pay within the agreed deadlines authorizes suspension of access after notice, without prejudice to the collection of the amounts owed and of the applicable late-payment charges.

10. Availability, support, maintenance and updates

10.1. HLB will use efforts to keep the service available, except for scheduled interruptions, maintenance and events beyond its control. The service has no formal service level agreement (SLA), unless expressly agreed in writing between the parties.

10.2. HLB may perform maintenance and make updates available, seeking to reduce the impact on the Customer and to preserve essential features.

11. Intellectual property and data

11.1. The Application, its brand, code, architecture, screens, documentation and other elements are the exclusive property of HLB or its licensors. These Terms do not transfer any intellectual property rights to the Customer, except for the license of use in Section 4.

11.2. Customer Content remains the property of the Customer. HLB uses it only to provide the service, as set out in these Terms and the Privacy Policy.

11.3. HLB may generate and use anonymized and aggregated statistics and information, which do not allow data subjects to be re-identified, to develop and improve the service; when acting as processor, such use is subject to the authorization and conditions defined by the controller Customer.

11.4. Suggestions and feedback voluntarily provided by the Customer may be freely used by HLB, at no cost.

12. Confidentiality

12.1. The parties shall keep confidential the confidential information to which they have access by reason of the contract, using it only for the purposes of the contract, except for disclosures required by law or by order of a competent authority. Obligations relating to the protection of personal data are governed by the Privacy Policy and by Section 13.

13. Data protection

13.1. The processing of personal data in connection with the Application is governed by the Privacy Policy, which forms part of these Terms. In the event of a conflict regarding personal data, the Privacy Policy prevails.

14. Warranties and disclaimers

14.1. The Application is provided in accordance with the contracted features and on an “as is” basis. HLB does not warrant that the results of automated classification will be free of inaccuracies, and the Customer is responsible for checking and validating the time entries before any decision.

14.2. HLB is not liable for use of the Application contrary to these Terms, to applicable law or to the configuration and monitoring instructions that are the Customer’s responsibility.

15. Limitation of liability

15.1. Except in cases of willful misconduct and gross negligence and for liabilities that cannot be excluded by law, HLB’s aggregate liability for losses and damages is limited to the amounts actually paid by the Customer in the 12 (twelve) months preceding the event giving rise to the liability.

15.2. To the extent permitted by law, HLB is not liable for indirect damages, lost profits, loss of data attributable to the Customer or to third parties, or unavailability resulting from factors beyond its control.

16. Indemnification

16.1. The Customer shall indemnify HLB for losses and damages arising from (i) use of the Application in breach of these Terms or the law; and (ii) failure to fulfill the controller responsibilities set out in Section 6.

17. Term, termination and effects

17.1. These Terms remain in force for as long as the contract lasts. Termination follows the form and deadlines of the plan or contract.

17.2. HLB may suspend or terminate access in the event of material breach of these Terms, misuse or legal requirement, upon notice, except in cases requiring immediate action.

17.3. Upon termination of the relationship, the personal data processed by HLB as processor will be returned or deleted according to the Customer’s instructions, with corresponding evidence, and, where applicable, export of Customer Content will be made available to the Customer within a reasonable period.

18. Force majeure

18.1. Neither party is liable for non-performance resulting from acts of God or force majeure, for as long as the event lasts and to the extent of its effects, and each party undertakes to notify the other of it and to mitigate its impact.

19. Assignment

19.1. The Customer may not assign these Terms without HLB’s prior consent. HLB may assign them in the context of a corporate reorganization, preserving the contracted conditions.

20. Notices

20.1. Communications between the parties will be made through the contacts provided at registration and in the contract, and those sent to such addresses are presumed valid.

21. Changes to these Terms

21.1. HLB may amend these Terms by publishing the updated version, with its date, on timeshifter’s official website. Continued use after the changes take effect constitutes agreement; if the Customer does not agree, it may terminate the contract in the applicable manner.

22. General provisions, governing law and jurisdiction

22.1. Tolerance of non-compliance with any provision does not constitute novation or waiver. The invalidity of any clause does not affect the others. These Terms, together with their annexes, constitute the entire understanding between the parties regarding their subject matter.

22.2. The parties are independent, and no corporate, associative or employment relationship is established between them.

22.3. These Terms are governed by Brazilian law. The courts of the judicial district of São Paulo, State of São Paulo, Brazil, are elected as the exclusive forum, to the exclusion of any other, however privileged it may be.

Contents

1. Purpose and acceptance