Imagenect — Terms of Use and End User License Agreement (EULA)

Version 2.0 · August 18, 2026

These Terms of Use and End User License Agreement ("Terms") govern the use of the Imagenect software ("Software"), licensed by D.E. Marketing Digital Ltda, registered under Brazilian company number (CNPJ) 63.561.334/0001-54, with registered office at Avenida Sete de Setembro, 219, Centro, Bagé/RS, CEP 96.400-006, Brazil ("Licensor"), to the individual or legal entity that installs, activates, or uses the Software ("User").

BY INSTALLING, ACTIVATING, OR USING THE SOFTWARE, THE USER DECLARES THAT THEY HAVE READ, UNDERSTOOD, AND FULLY ACCEPT THESE TERMS AND THE PRIVACY NOTICE. IF YOU DO NOT AGREE, DO NOT INSTALL, ACTIVATE, OR USE THE SOFTWARE.

1. Acceptance and record of acceptance

1.1. Acceptance occurs (i) upon installation, by agreeing to these Terms displayed by the installer, and/or (ii) upon activation of the license key within the Software.

1.2. For evidentiary purposes, acceptance is recorded electronically together with the license key, including date and time, version and cryptographic digest (hash) of the accepted documents, the language displayed, and the pseudonymized installation identifier described in the Privacy Notice.

1.3. The User represents that they are at least 18 (eighteen) years of age and have legal capacity or, if of limited capacity, are assisted or represented by their legal guardian, who assumes the obligations of these Terms. Where acceptance occurs on behalf of a legal entity, the person accepting represents that they have authority to bind it.

2. Subject matter and scope of the license

2.1. The Software is an audiovisual production organization tool: script import and breakdown, organization of scenes and takes, prompt preparation, production tracking, and related features.

2.2. The Licensor grants the User a personal, limited, non-exclusive, non-transferable license, revocable as set forth in these Terms, to install and use the Software on one (1) single computer per activation key.

2.3. License models: (a) subscription, valid while the contracted plan is in force and paid; or (b) indefinite term ("perpetual"), which ensures the right to use the purchased version of the Software for an indefinite period. The perpetual license does not include new versions, new features, or support for an indefinite period; any updates made available (Section 8) do not extend this scope. The applicable model is stated in the corresponding commercial offer.

2.4. The Software is licensed, not sold. These Terms do not transfer to the User any intellectual property rights in the Software.

3. Activation key and online validation

3.1. Use of the Software requires online activation: the license key is bound to a pseudonymized identifier of the computer (cryptographic hash), which prevents simultaneous use of the same key on more than one machine.

3.2. The Software revalidates the license periodically over the internet. There is an offline grace period; once this period elapses without revalidation, access is suspended until a new validation occurs, and this shall not be deemed a defect of the Software.

3.3. Transfer of the license to another computer may be requested from support, which will release the key binding, subject to anti-fraud review.

3.4. The Licensor may suspend or revoke keys in the event of breach of these Terms, fraud, chargeback or payment cancellation, or default, without prejudice to any other applicable measures.

3.5. Continuity of the perpetual license. If the online activation/validation service is discontinued, the Licensor will provide perpetual license holders, within a reasonable period and at no additional cost, with a means to continue using the purchased version (for example, a final update that no longer requires online validation) or, if that is not possible, a proportional refund of the amount paid. Discontinuation of the validation service does not, by itself, extinguish the perpetual license. Under the subscription model, discontinuation ends the plan and subsequent charges, and any period already paid and not used will be refunded proportionally.

3.6. Computer change and anti-fraud limits. The User may transfer the license to another computer, either directly within the Software or by request to support, subject to reasonable limits of frequency and quantity and to anti-fraud analysis. Exceeding these limits, or a pattern of machine changes inconsistent with personal use on a single computer, constitutes an indication of the conduct prohibited in Section 4 — in particular the sharing, rental, assignment or rotation of the activation key and interference with the licensing mechanisms — and authorizes the measures in Section 3.4 (suspension or revocation). Whenever the situation allows, the Licensor will take a proportionate measure, with notice and/or temporary suspension before revocation, preserving the rights guaranteed to the consumer User on a non-waivable basis (Sections 10.2 and 11.3). For these security and anti-fraud purposes, the Software records the date and time and the pseudonymized identifier of the computer at each activation and change, as set out in the Privacy Notice.

4. Restrictions

Without the Licensor's prior written authorization, the User may not: (a) assign, rent, sublicense, resell, distribute, or share the Software or the activation key; (b) copy, modify, or create derivative works of the Software; (c) reverse engineer, decompile, or disassemble it, except to the exact extent that applicable law mandatorily permits; (d) circumvent, remove, or interfere with the licensing and security mechanisms; (e) use the Software for any unlawful activity, further subject to Section 4-A.

4-A. Prohibited use

4-A.1. The Software is intended for audiovisual production organization and lawful creative work. The User shall not use the Software, or any content created, imported, edited, or stored in it, to:

(a) produce, edit, store, obtain, or distribute child sexual abuse or exploitation material, or content depicting a person under 18 (eighteen) years of age in a sexualized manner, whether real or simulated, including content generated or modified by artificial intelligence (Brazilian Law No. 8,069/1990 — Statute of the Child and Adolescent, Articles 240 and 241-A to 241-E);
(b) produce or distribute content showing nudity or a sexual act without the consent of the person depicted, including by means of image manipulation (Brazilian Law No. 13,718/2018 and Law No. 12,737/2012);
(c) reproduce the image, voice, or likeness of an identifiable person without authorization, in order to attribute to them statements or conduct that did not occur, or in a manner likely to mislead third parties;
(d) infringe copyright, trademarks, or other third-party intellectual property rights;
(e) commit fraud, document forgery, or identity theft, or produce false evidence or records;
(f) incite or facilitate crime, violence, terrorism, or discrimination based on race, color, ethnicity, religion, national origin, gender, sexual orientation, or disability;
(g) harass, stalk, threaten, or publicly humiliate a specific person;
(h) any other purpose prohibited by applicable law.

4-A.2. No monitoring. Because User Content remains on the User's computer and/or in cloud folders under the User's exclusive control (Section 5.1), the Licensor has no technical access to such content and performs no monitoring, filtering, or moderation. Compliance with this Section is the User's sole responsibility, and the User is answerable for their acts under civil, administrative, and criminal law.

4-A.3. Measures. Upon becoming aware of use in breach of this Section, by order of a competent authority or by substantiated notice, the Licensor may suspend or revoke the activation key (Section 3.4) and terminate the license, with no right to a refund, and will comply with lawful requests from public authorities within the limits of the law and of the Privacy Notice. The data available to the Licensor is limited to that described in the Privacy Notice and does not include User Content.

5. User Content

5.1. Scripts, texts, images, audio, and other materials created, imported, or processed by the User in the Software ("User Content") remain the property of the User. The Software stores User Content locally, on the User's computer and/or in the User's own cloud folders; the Licensor does not receive or access such content.

5.2. The User is solely responsible for the User Content and represents that they hold all necessary rights and authorizations over it, including copyright, image rights, and personality rights of third parties.

5.3. The User shall indemnify and hold the Licensor harmless from any claims, lawsuits, administrative proceedings, awards, fines, court costs, and attorneys' fees arising from the User Content, from breach of Section 4-A, or from use of the Software in breach of these Terms, including the Licensor's reasonable costs of defense.

6. Third-party services

6.1. The Software may facilitate the use of third-party services — for example, ChatGPT (OpenAI) for image and text generation, and Google Drive or Microsoft OneDrive for file synchronization — always through the User's own accounts, upon the User's action, and under the terms and policies of the respective providers.

6.2. The Licensor is not a party to the relationship between the User and such providers, does not control them, and is not responsible for their availability, changes, limits, charges, decisions (including account suspensions), or the content they generate.

6.3. It is the User's responsibility to comply with the providers' terms of use, including with respect to automation, usage volume, and commercial use of generated outputs.

7. AI-generated content

7.1. Outputs of artificial intelligence systems (third-party or locally executed) are probabilistic in nature: they may contain errors, inaccuracies, biases, or unintended similarities to existing works or persons. There is no guarantee of accuracy, originality, fitness for a particular purpose, or non-infringement of third-party rights.

7.2. The User must review all generated content before using it and is solely responsible for the decision to use it and for the consequences of such use, including toward third parties.

8. Updates and support

8.1. The Licensor may provide updates, fixes, and new versions, and may change or discontinue features. Some updates may be required for continued use (for example, security and licensing updates).

8.2. Support is provided at contact@imagenect.com and through the other official channels announced by the Licensor, with no guaranteed response time unless otherwise specifically agreed.

9. Intellectual property

The Software, its brand, code, interfaces, and documentation belong to the Licensor and/or its licensors and are protected by Brazilian Law No. 9,609/1998 (Software Law), Law No. 9,610/1998 (Copyright Law), and other applicable rules.

10. Warranties and disclaimers

10.1. To the maximum extent permitted by law, the Software is provided "as is", with no warranty of uninterrupted or error-free operation, compatibility with all hardware or software, or fitness for a particular purpose.

10.2. Nothing in these Terms excludes or limits rights mandatorily guaranteed to consumer Users by applicable law, in particular the Brazilian Consumer Protection Code (Law No. 8,078/1990).

11. Limitation of liability

11.1. To the maximum extent permitted by law, the Licensor shall not be liable for indirect damages, loss of profits, loss of opportunity, loss of data, or business interruption arising from the use or inability to use the Software.

11.2. The Licensor's total liability, for any cause related to the Software, is limited to the amount actually paid by the User for the license in the twelve (12) months preceding the event giving rise to the liability.

11.3. The above limitations do not apply in cases of willful misconduct or gross negligence by the Licensor, nor to non-waivable consumer rights.

11.4. The User is responsible for keeping backup copies of the User Content, including the local and cloud folders used by the Software.

12. Term, suspension, and termination

12.1. These Terms remain in force while the User uses the Software.

12.2. Under the subscription model, failure to renew or pay causes the key to expire, suspending access until the situation is regularized.

12.3. Breach of these Terms authorizes revocation of the key and termination of the license, without prejudice to damages. Sections 4-A, 5.2, 5.3, 9, 10, 11, 12-A, and 16 survive termination.

12-A. Right of withdrawal, cancellation, and refund

12-A.1. Seven-day withdrawal. Because the purchase is made outside business premises, a User who is a consumer may withdraw from the purchase within 7 (seven) calendar days, counted from the purchase or from receipt of the activation key, whichever occurs later, with no need to give a reason, under article 49 of the Brazilian Consumer Protection Code. The request may be made on the platform where the purchase took place or through the contact in Section 17.

12-A.2. Where withdrawal is exercised within the period, amounts paid are refunded in full, in the manner and within the time frame applied by the payment platform used. The activation key is revoked and the User must uninstall the Software. User Content remains on the User's computer (Section 5.1) and is neither accessed nor removed by the Licensor.

12-A.3. Subscription. The User may cancel the subscription at any time, on the payment platform or through the contact in Section 17. Cancellation ends subsequent charges and access remains until the end of the period already paid for, with no pro rata refund of that period, except as provided in Section 3.5 and in cases of consumer rights that cannot be waived.

12-A.4. License for an indefinite term ("perpetual"). Once the period in Section 12-A.1 has elapsed, there is no refund for mere withdrawal, without prejudice to consumer rights in the event of product defects (articles 18 and 20 of the Brazilian Consumer Protection Code) and to Section 3.5.

12-A.5. No refund is due where the key is revoked for breach of these Terms (Sections 3.4 and 4-A.3).

13. Privacy and data protection

The processing of personal data related to the licensing of the Software is described in the Imagenect Privacy Notice, an integral part of these Terms, in accordance with Brazilian Law No. 13,709/2018 (General Personal Data Protection Law — LGPD).

14. Changes to these Terms

The Licensor may update these Terms. Material changes will be communicated in the Software and/or through official channels, indicating the new version and date. Continued use after the new version takes effect implies agreement; in case of disagreement, the User must stop using the Software and may terminate the subscription, where applicable.

15. General provisions

15.1. These Terms bind the parties and their successors. Tolerance of any breach does not constitute waiver or novation.

15.2. If any provision of these Terms is held invalid, the remaining provisions remain in full force.

15.3. The User may not assign this license without the Licensor's prior written consent.

15.4. In case of discrepancy between translated versions of these Terms, the Brazilian Portuguese version shall prevail.

15.5. Neither party shall be liable for failure to perform arising from acts of God or force majeure, such as widespread internet or power outages, cyberattacks, acts of authority, natural disasters, or unavailability of essential third-party services, for as long as the event lasts.

16. Governing law and jurisdiction

These Terms are governed by the laws of the Federative Republic of Brazil. In consumer relations, the courts of the User's domicile shall have jurisdiction. In all other cases, the courts of Bagé/RS, Brazil, are elected, with waiver of any other, however privileged.

17. Contact

Questions about these Terms: contact@imagenect.com.