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GENERAL TERMS AND CONDITIONS OF USE OF THE KIWIFY PLATFORM

Version of 29/04/2024

Under these General Terms and Conditions of Use, the Kiwify Platform allows access to various functionalities of its software, enabling Users to transact among themselves, particularly highlighting Buyers and Infoproduct producers to carry out transactions on Infoproducts directly between them. Thus, by acquiring access to Infoproducts through the Kiwify Platform, Kiwify does not become a party, intervenor, or guarantor of any relationship between Users, nor does it act as an agent or distributor of Infoproducts, and may charge fees for the licensing use of software non-customizable based on the Transaction value as per defined Fees and/or for providing and mediating among users due to financial functionalities and/or storage, as defined in the Fees, Payment Management, and Cancellations section of these Terms of Use. New tools or new features added to the current Services will also be subject to these General Terms and Conditions of Use of the Kiwify Platform (hereinafter "Terms" or "Terms of Use"). You can consult the updated version of the Terms of Use at any time at: https://kiwify.com/terms-of-use

You need to read, agree to, and accept all the terms and conditions contained in or expressly mentioned in these Terms of Use, including the Content Policy ("Content Policy") , the Kiwify Privacy Policy ("Privacy Policy") and, if you are an Infoproduct producer, the Software Use License Agreement and Kiwify ("Use License") , as well as the Data Protection Policy, when applicable, and the Terms of Use, all together referred to as "Related Documents", before creating a Kiwify account or using the Kiwify Platform.

Upon accepting these Terms and the Related Documents, Kiwify will automatically grant a non-exclusive, non-customizable license to use software, all made available in the cloud by Kiwify. The software is licensed as is and may be modified, replaced, or removed by Kiwify at any time, without prior notice. It is the software that performs all acts and functionalities of our platform, and Kiwify's commitment is to keep it always up to date, although occasional interruptions may occur.

This agreement is entered into between KIWIFY PAGAMENTOS, TECNOLOGIA E SERVIÇOS LTDA, registered under CNPJ no. 36.149.947/0001-06, with its head office located at Street 1001, 315, Room 05, Centro, Balneário Camboriú/SC, ZIP code 88330-756, hereinafter referred to as "Kiwify"; and the User, a natural or legal person, identified in the registration form filled out electronically on the Kiwify dashboard.

This agreement, concerning Transactions to a Buyer residing Abroad, is entered into between KIWIFY US. INC., a private legal entity incorporated in Delaware, United States of America, with headquarters at 2423 Southwest 147th Avenue #2079 Miami FloridaPostal Code: 33185, hereinafter referred to as "Kiwify INC."; and the User. dashboard.

The execution of these Terms of Use and the Related Documents is evidenced by the User's electronic agreement and the confirmation of reading at the time of contracting.

The User declares having fully read these Terms of Use and Related Documents, agreeing to all its clauses, and declares having completed the registration form with their information.

**summaries in informal language and/or guidance through electronic means (such as email and WhatsApp) about these Terms and the Related Documents may be provided for convenience only but are not legally binding. Always read the Terms of Use, including any document mentioned herein, for complete information on your rights and obligations. By using Kiwify or any Kiwify functionality, you agree to these Terms. Check periodically for updates.

 

1- DEFINITIONS

1.1. The following terms, words, expressions, and abbreviations capitalized and not defined elsewhere in this Agreement, regardless of whether they are used in the singular or plural, shall have the meanings ascribed to them in this clause, except as expressly indicated otherwise:

Affiliate: A User who registers on the Platform whose actions for using virtual space and associated services are directed towards transactions with Infoproducts, by using the technological functionalities contained in the Kiwify Platform; promoting Infoproducts and Materials made available by a certain Infoproduct producer, on websites, blogs, social network pages and communities, etc., and receiving fees or consideration for the provision of virtual space if a negotiation is concluded as a result of their promotional actions as recorded by the Affiliate's identifier within the Kiwify Platform, without prejudice to an Affiliate Program to be carried out for this purpose.

Buyer: any natural or legal person, the payer, who purchases Infoproducts on the Kiwify Platform, offered by Infoproduct producers.

Infoproduct Producer: the holder and/or co-holder of intellectual property rights of Infoproducts, both jointly and severally liable for these Terms, who use technological tools to enable the commercialization of Infoproducts.

Infoproduct: any content in various digital formats produced (in video, audio, text, software, equivalent services, book, course, and events, etc.), which are made available for commercialization, also including accessory and/or independent services from the created content.

Material: any content perceptible to the senses in various digital formats (video, audio, text, software, service, and events), made available by the Infoproduct Producer for commercialization through the use of technological tools contained in the Kiwify Platform.

Kiwify Platform or Platform: a platform owned by Kiwify for bringing together Infoproduct Buyers and Infoproduct Producers, providing various functionalities (financial, management, advertising, and audiovisual, among others), offering all the conditions for Infoproduct Producers to offer their Infoproducts and/or services to Infoproduct consumers.

Intellectual Property: all and any rights of Kiwify related to patents, utility models, industrial designs, copyrights, trademarks, trade dress, rights over new creations, industrial secrets, software, integrated circuits, domain names, and all other rights related to copyright, industrial property, and exclusive rights over intangibles of any kind, in any jurisdiction (including any application for registration of these), covering also inventions, manifested idea, expressed concept, discovery, development, research, technology, intellectual work, industrial secret, software and/or its source code and object code, firmware, content, audiovisual material, tools, processes, techniques, know-how or technical knowledge, data, plans, devices, apparatuses, specifications, drawings, prototypes, circuits, layout, new inventions, algorithms, programs, codes, documentation or any other tangible or intangible material or information, whether protected or not as a patent, copyright, trademarks, or in any other protected form (including all its versions, modifications, improvements, and derivative works, every invention, discovery, enhancement, device, process, software, utility model, artwork and other works protected by copyright law, industrial design and/or trademark, especially but not limited to, the intangibles subject to protection of Law No. 9.279, of May 14, 1996 (Industrial Property Law), Laws No. 9.609 (Intellectual Property Law of Computer Programs) and Law No 9.610, of February 19, 1998 (Copyright Law).

Loss: all and any losses, obligations, claims, liabilities, demands, restrictions, damages, fines, penalties, impairments, burdens, disbursements, costs, or expenses, including direct damages, indirect damages, consequential damages, moral damages and/or lost profits, attorney's fees and fees of other experts (including experts and technical assistants), costs of litigation, as well as court costs or any interest, whether already materialized or future, incurred by Kiwify and/or third parties, arising, directly or indirectly, from the object of these Terms of Use, as well as from the non-compliance with obligations assumed by the Infoproduct Producer towards third parties or within the scope of their activity, regardless of the period it occurs (before or after the end of the contract), including, without limitation, those arising from fines, penalties, claims, administrative, extrajudicial and judicial proceedings filed by third parties and/or caused by an act originating from the Infoproduct Producer, regardless of fault or intent.

Receivables: the present or future credit rights related to payment obligations of payment institutions, such as the Contractor, to the Client, whether constituted within a payment arrangement or not.

Fees: price for the provision of functionalities of the Kiwify Platform, taking the form of royalties for licensing use, price or commission, depending on the functionalities used by the User, as per the page linked in the “Fees, Payment Management and Cancellations” section.

User: any natural or legal person who registers on the Kiwify Platform, regardless of whether they have registered as an Infoproduct Producer, Affiliate, or Buyer.

Gross Value: the total value of transactions made by the Infoproduct Producer before the deduction of the Fee and any other discounts due to the Contractor or third parties within the scope of or as a result of these Terms of Use.

2- PLATFORM ACCESS RULES

2.1. Requirements for User registration. Individuals wishing to register as Users must be at least 16 years old or be emancipated. That is, according to the domestic legal system, capable of rights and duties in the civil order. Therefore, anyone who accepts the general terms and conditions of use of this Platform declares themselves fully capable. Furthermore, in the case of a legal entity, the respective representative declares the ability to regularly bind it to the Platform, having obtained all the corporate authorizations for it, under personal responsibility with indemnification for losses and damages to be judicially determined, and, being an Infoproduct Producer, undertakes to grant Kiwify the necessary permissions and licenses for the proper use, sale, and availability of their Infoproducts.

2.2. Requirements for Buyer registration. For the registration of Buyers on the platform, the minimum required age is 15 years. The completion of the registration and the acceptance of the Terms of Use by an adolescent between 15 and 18 years old implies that the consent of the parents or guardians was granted so that the acts subsequently carried out on said accounts are also presumed by them consented. Bearing this in mind, Kiwify may cancel the accounts of minors under 18 years of age who are not emancipated at the request of parents or guardians, however, the products purchased during the validity of the registration are not subject to refund or compensation of any nature.

2.3. Possibility of Cancellation or Refusal of Registration. Kiwify reserves the right to cancel, suspend, or refuse the registration of any User in the event of a conviction, already final and unappealable, for heinous crimes or crimes equivalent to heinous, for participation in an association or criminal organization, for any involvement with drug or human trafficking, or in cyber crimes or any other crimes committed in the virtual environment, due to a bad reputation that tarnishes the honor of Kiwify before the general public, including potential Buyers, Infoproduct Producers, employees/collaborators, and/or Affiliates, for violation of the Platform's Terms of Use, as well as for commercial disinterest, according to clause 10.1.19 of these Terms.

2.4. Cancellation, Suspension, or Termination of Registration. In the event of cancellation, suspension, or termination of a User's registration on the platform, the registration of a new account or the use of a third party's account is prohibited, unless authorized by Kiwify, at its sole discretion.

2.5. User Information and Registration. The User is obliged to properly fill in the data requested for registration on the platform, providing the information requested with the strictest truthfulness and good faith. The information provided must be sufficient to allow the identification of the account holder. Otherwise, if false or omitted information is verified, the registration may be suspended or cancelled. For all intents and purposes, Kiwify, through the acceptance of the Terms of Use, may refuse any registration lacking in plausible data, as well as request, at any time, additional data or to confirm the information provided.

2.6. On the Authenticity of Data and User Responsibility. The User, by agreeing to the Terms of Use, acknowledges being solely responsible for the information provided during registration, also taking responsibility for any consequences arising from incorrect, false, or inaccurate information. Therefore, due attention is advised during registration, and the information provided should be verified.

2.7. Responsibility for Access Data and Account Activities. The User is solely responsible for the access data and for all activities conducted in the account. Consequently, Kiwify cannot be held liable for any damages arising from the use of the account by the User or by third parties who may use it. The User is responsible for keeping the login and password of their account confidential. Since these data are personal and non-transferable, the User must not share them with third parties. Furthermore, no representative or agent of Kiwify is authorized to request a password or login from any User. Also, these information should not be shared with other Users of the Platform, nor Buyers, Producers, or Affiliates. In case of theft or loss of any essential data for access and use of the account, allowing use by third parties, including anyone other than the account holder, the User must notify Kiwify so that appropriate security measures can be taken as per the case.

2.8. Banking Information of Infoproduct Producers and Affiliates. Infoproduct Producers and Affiliates, in order to receive the amounts from transactions made through the Kiwify Platform, must indicate their own checking account that matches the domicile in their registration. The informed account must belong to the respective User, and registering a third-party account is prohibited. The received amounts cannot be transferred to a third party's account or to an account with a different domicile than that listed in their registration. It is emphasized that the Affiliate must register as an Infoproduct Producer

2.9. Processing of Banking Data and other information. The processing of banking data and other provided information is governed by the DPA and Kiwify's Privacy Policy.

3- ABOUT KIWIFY PLATFORM

3.1. About the Proprietary Platform. Kiwify operates as a marketplace for educational/audiovisual content with technology solutions for Infoproduct Producers interested in promoting Materials and Infoproducts on its Platform. For this, Kiwify charges a percentage and/or a fixed fee directly from the Infoproduct Producer for licensing the Kiwify Software, as well as a percentage and/or fee for intermediating the payment solutions provided by Kiwify to the Infoproduct Producer and/or Buyer, solutions that enable the immediate acquisition of Infoproducts.

3.2. Non-Responsibility for Results. The Materials and Infoproducts available on the Platform are exclusively provided by the Infoproduct Producers, with Kiwify supplying the software that enables the availability of Infoproducts and Materials to Buyers. In this regard, Kiwify is not responsible for the results, suitability for the purposes intended by the Buyer, and the truthfulness of the information contained in the Infoproducts, such decision must be made by the Buyer at the time of acquisition and throughout the use of the Infoproduct, which must always respect the Content Policy of this Platform.

3.3 Non-interference in Offers. Kiwify provides Infoproduct Producers with financial functionalities and hosting for their infoproducts. Thus, the platform has no interference in the way infoproducts are offered or the quality of the Infoproducts. Kiwify does not endorse, guarantee, or assume any responsibility in relation to the offers of the registered Infoproducts.

3.3. Temporary Inaccessibility of the Platform. Due to the peculiarities of the cloud environment, Kiwify cannot guarantee that the Platform will be available and accessible uninterruptedly, and it may be necessary to restrict the availability of the Platform or certain areas or features related to it, considering capacity limits, the security or integrity of its servers, as well as to carry out maintenance or improvement measures of its services. In such situations, Kiwify's liability will be excluded, in accordance with Article 393 of the Civil Code.

4- ABOUT THE CONTENT OF THE INFOPRODUCTS AVAILABLE

4.1. Prohibited Content and Content Policy. By using the Kiwify Platform, the User agrees and consents that the content of Infoproducts and Materials must strictly comply with the Content Policy, under penalty of the application of the sanctions provided in these Terms, without prejudice to applicable legal measures.

4.2. Services Equivalent or Comparable to Infoproducts. In the Content Policy, Kiwify specifies types of Services that may – or may not – be considered as Infoproducts authorized for availability on the Platform.

5- RULES APPLICABLE TO THE INFOPRODUCT PRODUCER

5.1. Knowledge of Platform Functionalities. The Infoproduct Producer, by adhering to these Terms of Use, declares and consents that they have gathered all available information regarding the functionalities of the Platform and Kiwify, with the technology licensed by Kiwify being merely a means for Infoproducts to be directly purchased by Buyers, and may even make their Infoproduct available for promotion.

5.2. Requirements for the commercialization of Infoproducts. The Infoproduct Producer must:

5.2.1. Register on the Platform as an Infoproduct Producer, taking responsibility for the appropriate use of the tools contained on the Platform, and seek necessary clarification through the available channels on the Platform, in case of doubts;

5.2.2. Accept and respect the Terms of Use of Kiwify;

5.2.3. Be the author of the Infoproduct or have authorization from the copyright holder of the Infoproduct to commercialize it.

5.2.4. Respect all the directives of the Content Policy included in these Terms of Use, refraining from trying to insert Prohibited Content on the Platform, recognizing that they are solely responsible for the content of their Infoproducts and respective transactions

5.2.5. Register the Infoproduct on the Platform providing all requested information about it, such as: offer price of the Infoproduct and payment methods (including banking data), rules for acceptance and commission of Affiliates, refund period (7 to 30 days), and may change such information at any time, without prior notice, but taking responsibility towards Affiliates and Buyers of the Infoproduct to respect the information contained therein at the time of each transaction made;

5.2.6. Wait up to 5 (five) days for the Infoproduct to be available for promotion and commercialization on the Platform, as the Infoproduct may undergo a compliance analysis with these Terms of Use and the Content Policy, and if not appropriate, they will not be disclosed;

5.2.7. Accept, according to their criteria, the affiliation requests for their Infoproducts, committing to the commercialization of the Infoproduct and to the payment of the commission directly due for the promotion carried out by Affiliates exclusively through the functionalities available on the Kiwify Platform;

5.2.8. Comply with the commission rules due to Affiliates who have carried out the promotion and sale of the Infoproduct, and communicate in advance to Affiliates if they decide to cancel the affiliation program for the Infoproduct;

5.2.9. Take exclusive and direct responsibility towards Affiliates who feel harmed by not receiving commissions due to the use of fraudulent means, exempting the Platform from such responsibilities, hereby authorizing the summoning of the Infoproduct Producer to processes possibly moved against Kiwify by the Affiliate;

5.2.10. Take responsibility for providing clear and objective information about their Infoproducts, keeping them up-to-date and compatible with those disclosed on their websites, sales pages, and member areas external to the Platform, as well as taking responsibility towards the Buyer for any discrepancies, especially regarding the Infoproduct's prices, quality, description, suitability for the purpose it proposes, and cancellation deadlines;

5.2.11. Take responsibility for delivering the Infoproduct to the Buyer, especially if done through posts and member areas external to the Platform, as well as ensuring that the Buyer can use the Infoproduct as it was offered; taking full responsibility for all legal obligations related to sales made using the tools contained on the Platform;

5.2.12. Respect the cancellation period of the purchase within 07 days or another period (not less than 07 days) indicated in the registration of the Infoproduct, committing to refund the value requested by the customer, as provided in clause 9.11.

5.2.13. Take responsibility for solving any problems, especially of a technical nature, that occur with the Infoproduct after delivery to the Buyer, assuming the obligation to provide adequate support to the Buyer whenever requested by them or by Kiwify, as well as responding to possible contacts from the Kiwify Platform support team, enabling proper service to Buyers;

5.2.14. Take responsibility for changing, whenever necessary, the information related to the Infoproduct, as well as for suspending or canceling its promotion whenever it fails to meet any of the conditions of these Terms of Use, without prejudice to remain responsible for all obligations arising from the period of promotion;

5.2.15. In the case of Infoproduct Producers jointly exploiting Infoproducts (co-producers), all participants are responsible for correctly determining the criteria for the division of the results from the joint exploitation of Infoproducts, determined on the Kiwify dashboard, hereby taking responsibility to compensate Kiwify for any Loss resulting from the chosen distribution criteria.

5.2.16. Cover the Fees resulting from the use of the functionalities contained on the Platform, and fulfill their legal, regulatory, tax, and fiscal obligations, if, when, and where they exist.

5.2.17. Acknowledge that they are entirely and exclusively responsible for the Infoproduct, including, but not limited to, information, characteristics, quality, quantity, description, suitability of the content to the proposed objective, composition, price, warranty, expiration, and delivery terms.

5.3. Full Responsibility of the Infoproduct Producer for Losses. The Infoproduct Producer hereby takes responsibility for any Loss, in case Kiwify comes to respond, through its support, administratively or judicially for an Infoproduct generated by the Infoproduct Producer and/or any fact derived from the Transaction. The amounts spent by Kiwify may, at its sole discretion, be deducted from commissions, contractual balances, and other amounts due to the responsible Infoproduct Producer, up to the limit necessary to recompose the costs incurred by Kiwify due to actions, extrajudicial and judicial agreements made with third parties, as well as judicial sentences. Thus, the Infoproduct Producer agrees and authorizes, from now on, the retention and/or collection of said amounts by Kiwify.

5.4. Right of Recourse of Kiwify. It is emphasized that Kiwify, by making any type of agreement and/or judicial and extrajudicial compositions with third parties, will not be assuming, directly or indirectly, any responsibility for Infoproducts and Materials offered by the Infoproduct Producer on the Platform, thus preserving its right of recourse.

6- NON-CUSTOMIZABLE SOFTWARE LICENSE

6.1. Subject. The license for the right to use the Kiwify Platform's software (“Kiwify Software”) is non-customizable, non-exclusive, non-transferable, onerous, and temporary, and is regulated by the Non-Customizable Software License Agreement, which is an integral part of these Terms. The Kiwify Software licensed provides the Infoproduct Producer with access to the Kiwify Platform and the circulation of the Infoproducts by the Infoproduct Producer to the Buyer.

6.2. Provision. The Kiwify Software will be provided monthly through electronic means, in cloud computing, without physical media, to ensure that the Infoproduct Producer always has the most updated version. In no case will the Kiwify Software be downloadable by the Infoproduct Producer, as the provision of use is in cloud computing.

6.3. Non-exclusive licensing. The Infoproduct Producer acknowledges and accepts that during the term of these Terms of Use and after its termination, Kiwify may license the Kiwify Software to third parties, including competitors of the Infoproduct Producer, due to the non-exclusive nature of this license.

6.4. Licensing Establishment. The licensing of the Kiwify Software is made available and facilitated to the Infoproduct Producer by the Kiwify unit located in the Municipality of Balneário Camboriú/SC, with monthly issuance of the corresponding fiscal documentation by Kiwify.

6.5. Powers Granted by the Infoproduct Producer to Kiwify . Without prejudice to the provisions of the previous clause, the Infoproduct Producer hereby appoints Kiwify as its agent, in terms of Article 653 et seq. of the Civil Code, and grants it the necessary powers of representation to take all and any measures related to the management of Receivables generated by it on the Kiwify Platform (including the management of the receivables schedule, through assignment and/or any means of credit disposal and/or conventional subrogation, in terms of Article 347 of the Civil Code), including, without limitation, to negotiate with Buyers and/or third parties the operations envisaged for advanced receipts, furthermore granting Kiwify specific powers to sub-delegate to the Contractor and any third parties the powers granted by this clause provided it is for this purpose, committing to obtain all necessary corporate authorizations for its valid representation.

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7- CONDUCT TOWARDS KIWIFY BUYER AND Content Creator

7.1. Responsibility of the Infoproduct Producer. The Infoproduct Producer is solely responsible for all content of the Infoproducts and Materials made available to the Buyer. Kiwify is not obligated to perform any prior control (editorial or of any other nature) or curation of the Infoproducts, only requiring compliance with minimum rules set out in the Content Policy. When purchasing an Infoproduct, the Buyer must verify the suitability of the Infoproduct and the Infoproduct Producer for the purposes sought at the time of purchase, as well as the accuracy of other information and characteristics provided in relation to the Infoproduct. The Buyer should be aware that when purchasing an Infoproduct through the Platform, they may be subject to other rules and terms applicable due to their relationship with the Infoproduct Producer.

7.2. Diligence on Provided Information. The Buyer is fully responsible for all information provided and statements made to Infoproduct Producers or any other person when using the Platform, in connection with the purchase or as a result of the use of any Infoproduct.

7.3. 7-Day Refund. Under these Terms of Use, Kiwify requires the Infoproduct Producer to guarantee the Buyer a refund of the amounts spent on the purchase of an Infoproduct in case of cancellation within 7 (seven) days from the date of payment.

7.4. Financial Management Functionality. Kiwify, as a technology solution, is responsible for facilitating payments from the Infoproduct Producer to the Buyer. However, especially for installment payments, Kiwify may seek the assistance of payment solutions and other financial providers to enable the Buyer to make installment payments and/or other means. This activity by Kiwify may be subject to direct charges to the Buyer and/or the Infoproduct Producer.

7.5. Powers Granted by the Buyer and Kiwify's Mandate for Payment Management. The Buyer hereby appoints and constitutes Kiwify as its agent, in terms of Article 653 et seq. of the Civil Code, and grants it the necessary powers to take all necessary actions regarding payments to be made by the Buyer (including through prepayment and/or any means of credit disposal and/or conventional subrogation, in terms of Article 347 of the Civil Code), including, without limitation, negotiating with the Infoproduct Producer and/or third parties, and may charge a commission for services provided to the Buyer in facilitating payments through the Platform.

7.6. Sale of Infoproducts to Non-Resident Buyers in Brazil. Starting from 04/12/2024, the Platform allows Content Creators to make Infoproducts accessible to Buyers not residing in Brazil. For this purpose, Kiwify INC will act as Merchant of Records, and the Content Creator declares that they understand English, have read, agree to, and accept the Terms and Conditions for Kiwify US Inc. Buyers and Vendors

 

8- RULES APPLICABLE TO AFFILIATES

8.1.Requirements for Participation in the Affiliate Program. To promote and advertise Infoproducts included in the Platform, the Affiliate must:

8.1.1. Register on the Platform as an Infoproduct Producer and affiliate with other Infoproducts and/or become a co-producer, taking responsibility for the proper use of the tools available on the Platform, as well as seeking the necessary clarification through the channels available on the Platform in case of doubts;

8.1.2. Accept and respect Kiwify's Terms of Use and Policies and Related Documents, without prejudice to specific regulations and guidance from the Infoproduct Producer;

8.1.3. Apply to promote and advertise a specific Infoproduct with the respective Infoproduct Producer, using the correct field on the Platform;

8.1.4. Accept the values and commission split rules determined by the Infoproduct Producer and provided on the Platform when registering as an Affiliate for a specific Infoproduct, acknowledging that the Infoproduct Producer is solely responsible for defining the commission amount and how it is divided among the various Affiliates promoting the Infoproduct, and that such values and rules may be changed by the Infoproduct Producer at their sole discretion and without prior notice, taking this condition into account when deciding to invest any time or money in promoting an Infoproduct;

8.1.5. Use the tools available on the Platform to enable tracking of their performance as an Affiliate for a specific Infoproduct of their interest, always in accordance with the Terms of Use and Platform Policies;

8.1.6. Take responsibility for presenting to the public, to whom they promote the Infoproduct, the characteristics of the Infoproduct and the sales conditions entered by the Infoproduct Producer on the Platform, assuming joint responsibility with the Infoproduct Producer for the full compliance with such conditions with the Buyer;

8.1.7. Accept the rule that sales made using the tracking technology tools on the Platform will generate commissions for the Affiliate, which will only be due after the completion of the sale and the actual payment by the Buyer, and can only be redeemed according to the internal rules of the Platform, hereby consented;

8.1.8. Accept to use, as a means of receiving their commissions, only payment platforms whose "checkout" functionality is integrated with the Platform, considering all the rules and limitations of those platforms, which can be verified on their respective websites, taking responsibility for registering with the respective payment methods;

8.1.9. Bear the fees resulting from the use of the technological tools available on the Platform, and comply with their legal, regulatory, tax, and fiscal obligations, if they exist, when and where applicable.

 

9- FEES, PAYMENT MANAGEMENT, AND CANCELLATIONS

9.1. Payment Management and Functions. The financial functionalities related to payment management on the Kiwify Platform include the following:

9.1.1. Payment or prepayment by Buyers for the acquisition of Infoproducts listed on the Platform;

9.1.2. Payment by Infoproductors to Affiliates for the transactions performed by them, as well as the receipt of these payments by Affiliates;

9.1.3. Receipt by Infoproductors of the amounts related to the sale of their Infoproducts;

9.1.4. Payment for the co-production functionality with revenue-sharing of the sales results of Infoproducts, the criteria for which are defined among Infoproductors on the Kiwify dashboard;

9.2. Powers Granted to Kiwify. At the time of registration on the Platform, the Infoproductor agrees and grants powers as per clause 6.5, authorizing Kiwify to:

9.2.1. Receipt of the price paid by the Buyer;

9.2.2. Payment, on behalf and for the account of the Infoproductor, of the commissions established to the Affiliate by the Infoproductor, when applicable;

9.2.3. Deduction of the remuneration due to Kiwify for the use of its tools, as well as the deduction of third-party remuneration in the chain of payment providers contracted on behalf and for the account of the Infoproductor, to enable the receipts on the Kiwify Platform;

9.2.4. Payment of the remaining amount due to the Infoproductor.

9.3. Nature of the Services Provided. The Infoproductor acknowledges that the financial functionalities, especially payment management features contained in the Platform, are not and are not intended to be comparable to financial services offered by banks or credit card issuers, but rather serve as a facilitation and monitoring of transactions for payments and receipts between Platform Users.

9.4. Kiwify Fees. The Infoproductor shall pay the applicable fees for the use of the Kiwify Platform ("Infoproductor Fees") and any other applicable fees, including, but not limited to, transaction fees related to the value of sales made by the Infoproductor using all payment providers contracted by Kiwify on their behalf ("Transaction Fees") and any fees related to their sales or the use of products or services ("Additional Fees"), as set forth in the payment policy on the page: https://kiwify.com/#pricing, which are an integral part of these Terms of Use.

9.5. Kiwify's Income and Revenues. Kiwify's revenue does not include amounts owed or transferred to the Infoproductor, or any other third-party revenue that passes through it due to receipt on behalf and for the account of third parties and/or Users. Only the amounts and fees received for the functionalities actually provided by it to Users constitute Kiwify's revenue.

9.6. Amounts Passed to Third Parties. The amounts charged by Kiwify and set forth in these Terms constitute the entirety of the services subject to this Agreement. Costs of the operation and services provided by Kiwify or third parties contracted on behalf and for the account of the Infoproductor are included in the Gross Amount, but do not constitute taxable revenue for Kiwify.

9.7. Infoproductor's Tax Responsibility. The Infoproductor is solely responsible for determining, collecting, withholding, declaring, and remitting applicable taxes, import taxes, fees, surcharges, and additional charges arising from or resulting from any sale or use of the Services. Any sales contract made through the Services is made directly between the Infoproductor and the Buyer. Under applicable law, each Infoproductor is responsible for collecting taxes/withholdings arising from the transactions made on the Platform. Therefore, the Infoproductor is responsible for issuing and sending the tax document related to the provision of the Infoproduct to the Buyer.

9.8. Buyer's Obligations The Buyer shall maintain a valid payment method in their profile to pay all incurred and recurring Fees. Kiwify will charge applicable Fees using the valid payment method authorized by the Buyer ("Authorized Payment Method"), and Kiwify will continue to use the Authorized Payment Method to collect applicable Fees until the Services are terminated, and all outstanding Fees have been fully paid. Unless otherwise indicated, all Fees and other charges are denominated in US dollars, and all payments must be made in US currency.

9.9. Receivables Kiwify may collect amounts resulting from financial operations carried out by Infoproductors, such as the advance of Receivables requested by Affiliates and, when applicable, by the Infoproductor, or the installment or use of different payment methods by the Buyer.

9.10. Purchase Cancellations. To request the cancellation of the acquisition of an Infoproduct, the Buyer must contact the Infoproductor directly. If the Buyer has not received a response from the Infoproductor or does not agree with the Infoproductor's terms, the Buyer must submit their request only through the automatic refund link https://refund.kiwify.com, by means of the account's email. The refund can be completed within 48 (forty-eight) business hours, provided that the cancellation request is made within 7 (seven) days after the purchase and that there is a balance available in the Infoproductor's account, without prejudice to the right of recourse against the Infoproductor by Kiwify.

9.11. The Infoproductor authorizes Kiwify to refund, by deducting the amount from the credits available in their account, (I) when the Buyer requests a refund directly through the Platform, within 07 days of the purchase. In these cases, if the Infoproductor does not have an available balance on the Platform, they undertake to proceed with the refund of the purchase price as soon as requested by the Platform, without prejudice to the violation of the Terms of Use.

 

10- USER AND KIWIFY RESPONSIBILITY

10.1. Responsibility of the Parties. The responsibility of Users and Kiwify shall follow the following rules:

10.1.1. The documents, information, images, and graphics published on the Platform may contain technical inaccuracies or typographical errors. Under no circumstances shall Kiwify and/or its respective suppliers be liable for any direct or indirect damage arising from the inability to use, loss of data or profits resulting from access and performance of the Platform, the services offered, or information on the Platform. Access to services, materials, information, and facilities contained on this website does not guarantee their quality.

10.1.2. Materials are provided on the Platform without any express or implied warranty of merchantability or fitness for any particular purpose. In no event shall Kiwify or its employees be liable for any damages, including lost profits, business interruption, or loss of information resulting from the use or inability to use the materials. Kiwify does not warrant the accuracy or completeness of the information, text, graphics, links, and other items in the materials.

10.1.3. Kiwify is not responsible for the content of Infoproducts, articles, and information published on the Platform, as they are authored by third parties and do not necessarily reflect the opinion of Kiwify.

10.1.4. Kiwify is also not responsible for copyright infringement resulting from information, documents, and materials published on the Platform. However, it commits to take them down upon receiving a formal notice of the infringement and after conducting a relevant analysis of the complaint, including hearing the complained party, at its sole discretion, if it deems that there is not sufficient evidence for the immediate suspension of the content.

10.1.5. Considering that the Platform is not the creator of the Infoproduct produced and published by the Infoproductor, and that there is no prior editorial control of the Infoproducts, Kiwify, in accordance with applicable law, is not responsible for the Infoproducts disclosed or the damages caused by them.

10.1.6. Therefore, Kiwify provides efficient mechanisms for Infoproductors who believe that their rights have been violated to make complaints and seek to resolve their disputes, as indicated below.

10.1.7. Without prejudice to what is already provided in these Terms of Use, Kiwify is responsible for the registration data of Infoproductors, as well as for the data related to transactions carried out with the technological tools contained on the Platform in accordance with applicable law.

10.1.8. Kiwify shall not be responsible for errors in the promotion of an Infoproduct using the tools contained on the Platform that may hinder the sale of such Infoproduct.

10.1.9. Fees and payment methods may be changed according to Kiwify's strategy, at its sole discretion, and will be charged from the date of the billing update, without prejudice to the reimbursement for Losses related to payments to the Infoproductor.

10.1.10. Kiwify is not responsible for the quality of the Infoproducts, but recommends that Infoproductors ensure the quality of the Infoproducts offered on the Platform.

10.1.11. Contents included on the Platform will only remain available for promotion if they comply with these Terms of Use. Kiwify reserves the right to remove any Infoproduct that does not comply with its rules and policies.

10.1.12. Kiwify is not responsible for any disputes, chargebacks, or purchase/payment blocks of any kind by the Infoproductor's Buyer, and may deduct from the Infoproductor's balance amounts related to refunded or blocked transactions, or contested transactions (chargeback) at any time;

10.1.13. If there is not enough balance in the Infoproductor's account to satisfy the loss caused to Kiwify or third parties, and Kiwify takes legal action to seek reimbursement, the Infoproductor agrees, in advance, to the granting of a precautionary measure to block as many assets as necessary to satisfy the loss.

10.1.14. In the event that the Infoproductor is characterized as a legal entity, liability for damages and losses caused to Kiwify shall be joint and several among the Infoproductor and the natural persons controlling and managing such Infoproductor.

10.1.15. Kiwify will take all possible measures to maintain the confidentiality and security of Infoproductor's information, but cannot be held responsible for losses or damages resulting from the breach of such measures by third parties using public networks or the Internet for the purpose of subverting the security system and/or accessing confidential information of Infoproductors.

10.1.16. Infoproductors and Affiliates agree that Kiwify may, at its sole discretion, take preventive action to block the account and the respective funds therein whenever it becomes aware of any indication of an act or conduct that may constitute an illegal practice, a violation of the Terms of Use, or an infringement of the rights of Infoproductors or third parties, as well as when it is sued due to a fact directly or indirectly related to the availability and/or content of the Infoproduct =.

10.1.17. Considering that Kiwify is not responsible for the content generated by Infoproductors or Affiliates on its Platform, the preventive block will be maintained, as a rule, until (i) it is found that the suspicious act or conduct did not constitute an illegal practice, based on Kiwify's exclusive criteria and evaluation; (ii) the parties involved properly formalize the amicable resolution of the issue; or (iii) by court order or determination of administrative authorities that contains clear and specific identification of the content or act pointed out as infringing, allowing its proper identification and the adoption of the required measures with the removal of the respective judicial process that led to the precautionary block of funds. In case the illegal nature of the conduct is confirmed, the preventive block will be converted into a definitive one, and the funds eventually existing in the account will only be released to the rightful party and upon court order.

10.1.18. It is emphasized that the preventive block mentioned above does not constitute the application of penalties to Infoproductors, as it is a precautionary measure adopted solely with the aim of preventing damages, losses, or infringements of the rights of Infoproductors and third parties.

10.1.19. Infoproductors and Affiliates agree that Kiwify may, at its sole discretion, terminate the relationship with Infoproductors and Affiliates for commercial disinterest. In the event of commercial disinterest, Kiwify will transfer the funds from the Infoproductor's account to another account indicated by the Infoproductor and under his ownership, retaining the funds necessary to settle any chargebacks of transactions already made.

 

11- KIWIFY'S INTELLECTUAL PROPERTY

11.1. Use of Kiwify's Intellectual Property. All of Kiwify's Intellectual Property, including the Kiwify Software, are the exclusive property of Kiwify and/or its partners or suppliers, including any enhancements, corrections, translations, alterations, new versions, or derivative works, among others, that modify or alter it.

11.2. Penalties. Any violation of Kiwify's Intellectual Property, with the occurrence of the hypotheses provided for in the previous clause, shall result in the imposition of a fine equivalent to 60 (sixty) times the monthly value of the signed product, in the case of a Buyer, and of the Infoproducts marketed, in the case of an Infoproductor, with its deduction in Receivables and balances of the User with the Platform, in the event of such violations. The fine shall not preclude any supplementary compensation to be determined judicially.

11.3. Prohibition of Use. Users undertake not to misuse any of Kiwify's Intellectual Property, including, but not limited to, the trade name, domain names, establishment names, registered or unregistered trademarks, as well as any other distinctive signs of the other party, including, but not limited to, registrable or non-registrable designs or signs and visual aspects of the platform, without prior written authorization from the involved party, which may be general for the acts listed, and it is forbidden for any User to use Intellectual Property without authorization.

11.4. Express Authorization. Any authorization issued for the use of Kiwify's Intellectual Property will be granted on a precarious basis, always in writing, and exclusively for the purpose stated in the said authorization.

 

12- COMPLAINTS ABOUT COPYRIGHT INFRINGEMENT

12.1. Third-Party Intellectual Property. Kiwify respects the intellectual property of others, and we request our members to do the same. Any and all copyright violations must be reported to Kiwify and accompanied by the documents and information that confirm the authorship. The notice can be sent to the emails provided on the Platform or by postal mail to the following address: [email protected]

12.2. Suspicion of Violation by the Infoproductor. Once the complaint is sent, and within the cancellation period of the Infoproduct, since the Infoproductor remains responsible for the technical and quality aspects of the generated Infoproduct, Kiwify will notify the respective Infoproductor and grant a period of up to 10 (ten) business days for the Infoproductor to respond to the complaint with a justification or an attempt to remedy the problem, during which time Kiwify may prudently adopt the restrictive measures it deems appropriate. If the Infoproductor does not contact within this period, the refund request may be executed automatically, and Infoproductor's data may be provided to the Infoproductor's Buyer, in accordance with the Privacy Policy.

12.3. Request and Conclusion. If anyone believes that an Infoproduct inserted on the Platform violates their industrial property rights (trademark, patent, industrial designs) or their

 

13- CONFIDENTIALITY

13.1. Confidential Information. The Parties, their employees, advisors, or representatives shall maintain, even for a period of five years after the termination of these Terms of Use, in the post-contractual phase, the most complete and absolute confidentiality regarding the clauses contracted here, data, materials, details, information, documents, monthly operation volume, technical and commercial specifications that they may come to know or have access to, or that may be entrusted to them, by virtue of these Terms of Use, any addendum, or the commercial proposal, except as required by any court order. In this case, the Party shall immediately notify the other, so that the latter may have the opportunity to object to the disclosure.

13.1.1. In case of violation of clause 13.1, compensation for damages shall be determined judicially.

14- PREVENTIVE MEASURES AND SANCTIONS

14.1. Measures. Any conduct contrary to the provisions of these Terms of Use and Related Documents may be penalized:

(a) With the removal of a specific Infoproduct;

(b) With the immediate suspension of the Content Creator's account access;

(c) With the blocking of the Content Creator's account on the Platform;

14.1.1. All at the exclusive discretion of Kiwify, without prejudice to legal actions in cases of loss by the company itself or by third parties for the determination of compensation, including supplementary compensation for the determination of damages.

14.2. Removal of Infoproducts. In cases of Infoproduct removal, transactions related to the removed Infoproduct that occurred prior to removal may have their respective values blocked and/or refunded to Buyers. From the removal of the Infoproduct from a specific account, no new transactions related to that Infoproduct will be processed by Kiwify's payment tools for that account.

14.3. Access Suspension. In cases of suspension of access to the Content Creator's account, transactions related to the Infoproducts registered by that account may continue to be made, however, the user will not have access to any functionality of the account, for example: no changes can be made to the registration data, banking data, or registered contents, nor can any redemption of values accumulated in the respective account be made.

14.4. Blocking due to Chargebacks. If the chargeback rate of the Content Creator's account exceeds 1.5% (one point five percent), Kiwify reserves the right to block the account balance totally or partially for up to 120 (one hundred and twenty) days, to cover possible refunds and chargebacks.

14.5. Cancellation due to Suspected Chargeback. If there are indications or suspicion of many new imminent chargebacks, and Kiwify identifies a future risk of the chargeback rate rising above 3% (three percent), whether due to suspicion of fraud or due to low satisfaction of Buyers, Kiwify reserves the right to cancel and refund part or all of the sales from the Content Creator's account, returning the money to the Buyers, with the aim of avoiding chargebacks.

14.6. Chargeback Monitoring Tools. To reduce the volume of chargebacks on the Platform, Kiwify uses chargeback monitoring tools that issue alerts about suspicious Transactions.

14.7. Regarding transactions made with Buyers not residing in Brazil, a fee of USD$ 50 will be applied for each chargeback alert or effective chargeback. Kiwify reserves the right to change, at any time and at its exclusive discretion, the fees charged for chargeback alerts or effective chargeback.

14.7.1 After being alerted about a suspicious Transaction by the mentioned tool(s), Kiwify may, at its exclusive discretion, cancel the Transaction, refunding the Buyer, regardless of the confirmation – or not – of the chargeback.

14.8. Account Blocking. In cases of account blocking of the Content Creator's registration, all active listings and/or offers made will be automatically canceled, and the Content Creator, for this reason, will have no right to compensation or reimbursement.

14.9. Financial Fraud. If Kiwify suspects or has indications that the Content Creator is using mechanisms to defraud the payment system, the tracking system, or using any other mechanism of fraud, Kiwify reserves the right to immediately suspend access to the account of the Content Creator suspected of fraud and, eventually, permanently block the account of the Content Creator, being certain that the balance of amounts to be received from this Content Creator may be partially or fully refunded to the Buyers, with the aim of avoiding potential chargebacks. The balance may also be retained by Kiwify, as partial compensation for the damages it has experienced, or delivered to third parties harmed, by court order.

14.10. Legal Actions. Kiwify, the Content Creators, or any third parties harmed may take appropriate legal actions as a result of offenses or misdemeanors they are victims of, or seek compensation for civil damages for breach of the Terms of Use, without this resulting in any right to compensation by Kiwify to the Content Creator involved.

14.11. Balance Retention. If any Affiliate, Content Creator, or third party attributes any liability to Kiwify arising from an Infoproduct (chargeback, defective product, etc.), Kiwify may, as a precaution, retain sufficient balance to satisfy the damage alleged by a third party from the Content Creator's account.

14.12. Precautionary Measure. If there is not enough balance in the Content Creator's account to satisfy the damage caused to Kiwify or third parties and Kiwify takes appropriate legal actions to seek reimbursement, the Content Creator agrees, from now on, with the granting of a precautionary measure to block as many assets as necessary to satisfy the damage.

15- Termination

15.1. Kiwify's Termination. Kiwify may, at its sole discretion, terminate the availability of any features of the Kiwify Platform offered and remove any Infoproducts published on it. Kiwify may also restrict Content Creators' access to any part or all of the services offered by the Platform, at any time, with or without prior notice, and for any reason.

15.2. Termination by the Content Creator.. The Content Creator may stop using the Platform at any time, and must therefore remove all their Infoproducts, as well as be responsible for the delivery of any Infoproduct that has been purchased through previously shared links. The Content Creator, however, will remain responsible for the Infoproduct to the Buyers, in accordance with applicable legislation.

15.3. Termination by the Affiliate. The Affiliate may stop promoting any Infoproduct at any time.

15.4. Right of Retention. In any case, including termination, Kiwify may, at its sole discretion, retain all or part of the balance in the Content Creator's account if it deems such a measure necessary to ensure payment, compensation, and reimbursement owed due to any liability, obligations, or debt that the Content Creator may have incurred with Kiwify and/or third parties.

16- Other Provisions

16.1. Notifications. Any notice, request, communication, or interrogation related to these terms must be made in writing, whether physically or electronically (email).

16.2. Changes. A change of address, whether physical or electronic (email), made by the Content Creator in their dashboard, will only be effective against Kiwify.

16.3. Authorization. Kiwify is authorized to disclose, on its website and in its promotional materials, that it maintains a commercial relationship with the Content Creator. This permission includes the possibility of using the Content Creator's trademark and other distinctive signs.

16.4. Validity of Provisions. The absence, invalidity, or ineffectiveness of any provisions of these Terms of Use will not affect the others. If any provision is invalidated, in whole or in part, the terms will be considered modified by excluding or modifying, to the extent necessary, the nonexistent, invalid, or ineffective provision, in order to maintain the integrity of these Terms of Use and, as far as possible, preserve the original intent of the Parties.

16.5. Review of Terms. Kiwify may review and change these Terms of Use periodically to reflect changes and adjustments in its business, Kiwify Software, applicable legislation, or whenever Kiwify deems necessary. If changes are made, Kiwify will notify Content Creators, Affiliates, and Buyers via the email registered on the dashboard.

16.5.1. Each new version of the Terms of Use will come into effect 15 (fifteen) days after the notification to Content Creators, Affiliates, and Buyers via email.

16.5.2. Kiwify must make all previous versions of the Terms of Use that have been in effect available on its website.

17- APPLICABLE LAW AND CHOICE OF FORUM CLAUSE

17.1. Applicable Law and Forum in Transactions with Residents in Brazil.. These Terms of Use, relating to the availability of the use of the Kiwify Platform and the performance of Transactions to a Buyer residing in Brazil, are governed by Brazilian laws, and the parties elect the Court of the District of São Paulo/SP to resolve any doubts or controversies arising from these Terms of Use and Related Documents, excluding any other, however privileged it may be.

17.2. Applicable Law and Forum in Transactions with Residents Abroad. Transactions to a Buyer residing abroad, this Agreement shall be governed by the laws of the State of Florida, United States of America.

17.3. In the case of the above, any conflict arising from these Terms will be resolved by arbitration established before the "American Arbitration Association" (AAA) and will follow the rules provided there (www.adr.org). The Party wishing to initiate the arbitration procedure must submit a written request to the AAA and notify the other Party.

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Kiwify US, Inc.
Address: 2423 Southwest 147th Avenue #2079 Miami Florida
Postal Code: 33185.

Contact:
If you are a creator: [email protected]

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