Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you (“you,” the “Customer,” or “User”) and Spoor Caos LTDA (“Spoor,” “CAOS,” “we,” “us,” or “our”) governing your access to and use of the CAOS platform, including any associated websites, applications, and services (collectively, the “Service”).

By creating an account, accessing, or using the Service, you accept these Terms in full. If you do not agree, you must not access or use the Service. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to both you and that organization.

CAOS is a capital allocation operating system that helps organizations track daily performance data, manage decisions, tasks, and compensation programs, and organize related workflows for teams (“Squads”). We may add, modify, suspend, or discontinue any feature of the Service at any time, with or without notice, and without liability to you.

• You must be at least 18 years old and able to form a binding contract to use the Service.
• You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, whether or not authorized by you.
• You must provide accurate, current, and complete information when creating an account.
• Accounts are provisioned and access levels (roles and permissions) are assigned at the discretion of your organization’s administrators. We are not responsible for internal access decisions made by your organization.
• You must notify us promptly of any unauthorized use of your account or any other security breach.

Access to the Service may require a paid subscription. Unless stated otherwise, fees are billed in advance on a recurring basis, are non-refundable, and exclude applicable taxes. We may change our fees on prospective notice. Failure to pay may result in suspension or termination of access without further liability to us.

You agree not to, and not to permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
• Use the Service to violate any applicable law, regulation, or the rights of any third party;
• Upload or transmit any content that is unlawful, defamatory, infringing, or that contains malicious code;
• Attempt to probe, scan, or test the vulnerability of the Service, or breach any security or authentication measures;
• Resell, sublicense, rent, lease, or otherwise commercially exploit the Service without our written consent;
• Use automated means (bots, scrapers) to access the Service except through documented, authorized interfaces.

We reserve the right to investigate suspected violations and to suspend or terminate access for any account engaged in prohibited conduct, at our sole discretion.

The Service, including its software, design, text, graphics, logos, and all related intellectual property, is owned by Spoor Caos LTDA or its licensors and is protected by copyright, trademark, and other laws. These Terms do not grant you any right, title, or interest in the Service other than the limited, revocable, non-exclusive, non-transferable license to access and use the Service in accordance with these Terms. All rights not expressly granted are reserved.

You retain ownership of the data, records, and content you or your organization submit to the Service (“Customer Data”). You grant us a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and create derivative works of Customer Data solely to the extent necessary to provide, maintain, secure, and improve the Service.

If you submit ideas, suggestions, or feedback about the Service, you grant us an unrestricted, irrevocable, perpetual, royalty-free right to use that feedback for any purpose without obligation or compensation to you.

Each party may have access to non-public information of the other party. Each party agrees to use the other party’s confidential information solely to exercise its rights and perform its obligations under these Terms, and to protect it using at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DATA, INCLUDING FINANCIAL OR PERFORMANCE CALCULATIONS PRODUCED BY THE SERVICE, WILL BE ACCURATE OR COMPLETE. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ANY OUTPUT OF THE SERVICE BEFORE RELYING ON IT FOR BUSINESS, FINANCIAL, OR COMPENSATION DECISIONS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SPOOR CAOS LTDA, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

You agree to defend, indemnify, and hold harmless Spoor Caos LTDA and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with: (a) your access to or use of the Service; (b) your violation of these Terms; (c) your violation of any third-party right, including without limitation any intellectual property or privacy right; or (d) any Customer Data submitted through your account.

We may suspend or terminate your access to the Service at any time, with or without cause or notice, including for suspected violation of these Terms or non-payment. You may stop using the Service at any time. Upon termination, your right to use the Service ceases immediately. Sections that by their nature should survive termination (including Sections 6 through 11 and 13) will survive.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Service shall be resolved exclusively through final and binding arbitration administered in accordance with the rules of a recognized arbitration body, conducted in Delaware, on an individual basis only. You and Spoor Caos LTDA each waive any right to a jury trial or to participate in a class, consolidated, or representative action. Either party may bring an individual action in small claims court where jurisdictionally appropriate.

We may revise these Terms from time to time. If we make material changes, we will provide reasonable notice, such as by posting the updated Terms with a new effective date or by other reasonable means. Continued use of the Service after changes become effective constitutes acceptance of the revised Terms.

• These Terms constitute the entire agreement between you and us regarding the Service.
• If any provision is found unenforceable, the remaining provisions remain in full force and effect.
• Our failure to enforce any right or provision is not a waiver of that right or provision.
• You may not assign or transfer these Terms without our prior written consent; we may assign these Terms without restriction.

Questions about these Terms may be sent to legal@spoorcaos.com.