Terms and Conditions

1.1. These Terms and Conditions constitute a legally binding agreement between you and Compass. By accessing, browsing, or using our website and services, you acknowledge that you have read, understood, and agree to be bound by these terms in their entirety.

1.2. If you do not agree with any provision of these Terms and Conditions, you must immediately cease using our website and services.

1.3. These terms apply to all visitors, users, and others who access or use our services, regardless of whether you have entered into a separate service agreement with us.

1.4. By using our services, you represent and warrant that you have the legal capacity to enter into this agreement and are at least 18 years of age or have parental or guardian consent to use our services.

2.1. Legal Compliance: You agree to comply with all applicable local, national, and international laws and regulations in your use of our services. This includes but is not limited to laws regarding online conduct, data protection, and intellectual property rights.

2.2. Prohibited Activities: You shall not engage in any of the following prohibited activities:

• Using our services for any unlawful purpose or to facilitate any illegal activity
• Attempting to circumvent security measures or gain unauthorized access to our systems
• Interfering with or disrupting the integrity or performance of our services
• Transmitting viruses, malware, or any other harmful code
• Collecting or harvesting personal information from other users
• Impersonating any person or entity or misrepresenting your affiliation
• Engaging in any form of harassment, abuse, or threatening behavior
• Submitting false, misleading, or fraudulent information

2.3. Content Guidelines: When submitting content through our website, you must ensure that such content does not contain material that is defamatory, obscene, offensive, discriminatory, or infringes upon the rights of any third party.

2.4. Professional Conduct: You agree to interact with our team and other users in a professional, respectful, and courteous manner.

2.5. Age Restrictions: Our services are not intended for individuals under the age of 18. If you are under 18, you may only use our services with the involvement and consent of a parent or legal guardian.

3.1. Accuracy of Information: You are responsible for ensuring that all information you provide to us is accurate, current, and complete. You must promptly update any information that changes.

3.2. Indemnification Obligations: You agree to indemnify, defend, and hold harmless Compass, its officers, directors, employees, agents, licensors, and suppliers from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys' fees, arising out of or relating to:

• Your use or misuse of our services
• Your violation of these Terms and Conditions
• Your violation of any rights of another party
• Your violation of any applicable laws or regulations
• Any content you submit or transmit through our services

3.3. Privacy and Data Protection: You are responsible for maintaining the confidentiality of any account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

3.4. Third-Party Interactions: Any interactions you have with third parties through our services are solely between you and such third parties. We are not responsible for the conduct, policies, or services of any third party.

3.5. Compliance Monitoring: We reserve the right to monitor your use of our services to ensure compliance with these Terms and Conditions, although we are under no obligation to do so.

4.1. Disclaimer of Warranties: Our services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

4.2. No Guarantee of Results: We do not warrant that our services will meet your requirements, be uninterrupted, timely, secure, or error-free, or that defects will be corrected.

4.3. Information Accuracy: While we strive to provide accurate and up-to-date information, we do not warrant the accuracy, completeness, or usefulness of any information on our website. Any reliance you place on such information is strictly at your own risk.

4.4. Professional Advice Disclaimer: The content on our website is for general informational purposes only and should not be construed as professional advice. You should seek advice from qualified professionals regarding specific situations.

4.5. Third-Party Content: We are not responsible for the content, accuracy, or opinions expressed in third-party materials, and such materials do not necessarily reflect our views or opinions.

5.1. Consequential Damages Exclusion: To the fullest extent permitted by applicable law, in no event shall Compass, its affiliates, directors, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Loss of goodwill or reputation
• Cost of procurement of substitute goods or services
• Business interruption or downtime

5.2. Aggregate Liability Cap: Our total liability to you for all claims arising out of or related to these Terms and Conditions or your use of our services shall not exceed the greater of the amount you have paid us in the twelve months preceding the claim or R$100 (one hundred Brazilian Reais).

5.3. Basis of the Bargain: You acknowledge that the limitations set forth in this section reflect the allocation of risk between the parties and that we would not enter into this agreement without these limitations on our liability.

5.4. Essential Purpose: The limitations of liability set forth in this section shall apply even if an exclusive remedy fails of its essential purpose.

5.5. Jurisdiction-Specific Provisions: Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

6.1. Neither party shall be liable for any failure or delay in performing its obligations under these Terms and Conditions to the extent that such failure or delay is caused by events beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

6.2. The affected party shall notify the other party of such force majeure circumstances as soon as reasonably practicable and shall use reasonable efforts to mitigate the effects of the force majeure event.

7.1. Governing Law: These Terms and Conditions shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil, without giving effect to any principles of conflicts of law.

7.2. Jurisdiction: Any legal action or proceeding arising out of or relating to these Terms and Conditions shall be instituted exclusively in the courts of São Paulo, São Paulo, Brazil. You consent to the exclusive jurisdiction and venue of such courts.

7.3. Export Control: You agree to comply with all applicable export and import control laws and regulations in your use of our services. You shall not use our services in violation of any trade sanctions, embargoes, or export administration regulations.

7.4. Anti-Corruption: You agree to comply with all applicable anti-corruption and anti-bribery laws, including but not limited to the Brazilian Clean Company Act.

8.1. Informal Resolution: Before initiating any formal dispute resolution procedure, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms and Conditions through good faith negotiations for a period of at least 30 days.

8.2. Mediation: If the dispute cannot be resolved through informal negotiations, the parties agree to submit the dispute to mediation before a mutually agreed upon mediator in São Paulo, Brazil, before pursuing litigation.

8.3. Litigation: If mediation is unsuccessful or if either party declines to participate in mediation, disputes shall be resolved through litigation in the competent courts of São Paulo, Brazil, as provided in Section 7.2.

8.4. Equitable Relief: Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights.

8.5. Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

9.1. Severability: If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. The invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

9.2. Waiver: No waiver by us of any term or condition set forth in these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure to assert a right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.

9.3. Assignment: You may not assign, transfer, or delegate these Terms and Conditions or your rights and obligations hereunder without our prior written consent. We may assign, transfer, or delegate these Terms and Conditions or our rights and obligations without restriction. Any assignment in violation of this section shall be void.

9.4. Entire Agreement: These Terms and Conditions, together with our Privacy Policy, Cookie Policy, and any other legal notices or agreements published by us on our website, constitute the entire agreement between you and Compass concerning the use of our services and supersede all prior or contemporaneous communications and proposals.

9.5. Headings: The section headings in these Terms and Conditions are for convenience only and have no legal or contractual effect.

9.6. Language: These Terms and Conditions are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

9.7. Survival: Any provisions of these Terms and Conditions that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

9.8. Modifications: We reserve the right to modify these Terms and Conditions at any time. Material changes will be notified through our website. Your continued use of our services after such modifications constitutes your acceptance of the updated terms.

10.1. Termination by Us: We may terminate or suspend your access to our services immediately, without prior notice or liability, for any reason, including but not limited to breach of these Terms and Conditions.

10.2. Termination by You: You may terminate your use of our services at any time by ceasing to access or use our website.

10.3. Effect of Termination: Upon termination, your right to use our services will immediately cease. All provisions of these Terms and Conditions which by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.