Purchase Terms and Conditions

1. Identification of the Parties

fazer.ai agents is a digital product (a platform of artificial intelligence agents for customer service) offered and operated by FAZER.AI LTDA, a private legal entity registered under CNPJ 59.554.465/0001-37, headquartered in the city of São Paulo/SP, hereinafter referred to as the CONTRACTOR.

The acquirer of the software usage license, whether an individual or legal entity, identified at the time of purchase, hereinafter referred to as the LICENSEE.

2. Subject Matter and Editions

These Terms govern the acquisition of access to the Pro edition of fazer.ai agents, a platform of artificial intelligence agents for customer service built on top of Chatwoot, with a focus on WhatsApp, running self-hosted on the LICENSEE's own infrastructure.

2.1. fazer.ai agents is distributed in two editions: the Free edition, free of charge and open source under the Apache 2.0 license, with all the functionality to run one business; and the Pro edition, which adds features for those who serve multiple clients, such as multi-tenant (multiple isolated clients in a single deployment) and white-label (a panel under the LICENSEE's brand), licensed under the End User License Agreement (EULA) reproduced in Appendix I.

2.2. These Terms exclusively govern the acquisition of access to the Pro edition. Use of the Free edition is governed solely by the Apache 2.0 license and is independent of these Terms.

2.3. The software is installed and runs on the LICENSEE's infrastructure (self-hosted), and the LICENSEE is responsible for procuring and maintaining the hosting environment.

3. Acquisition Channels and Active Subscription

3.1. Access to the Pro edition is granted by means of an Active Subscription, understood as a relationship in force between the LICENSEE and the CONTRACTOR under any of the following arrangements:

• A paid membership in force, under a plan that includes access to fazer.ai agents Pro, in the private community maintained by the CONTRACTOR (currently, the Lucas Moreira Community), governed by its own terms available at fazer.ai/termos-comunidade-lucas-moreira;
• A standalone monthly subscription to fazer.ai agents Pro, contracted directly with the CONTRACTOR at the price in force published at the time of purchase, with automatic monthly renewal;
• Holding at least one active standalone license of the fazer.ai Kanban (Professional License), in which case access is granted to the license holder, regardless of the number of licensed domains.

3.2. The CONTRACTOR, in its capacity as Licensor under the EULA reproduced in Appendix I, expressly declares that any of the arrangements above constitutes an "Active Subscription" for all purposes of the EULA, including its Sections 1.3, 1.5, 2.1 and 4.

3.3. The standalone subscription grants exclusively the access described in Clause 4 of these Terms and does not include membership in the private community or benefits of other CONTRACTOR products.

3.4. The prices of the standalone subscription may be adjusted upon prior notice of at least 30 (thirty) days before the renewal date.

3.5. Payment for the standalone subscription will be processed through a third-party payment platform, according to the options made available at the time of purchase.

3.6. The acquisition channels listed in this clause are those in force as of the date these Terms were last updated and may be changed prospectively, as provided in Clause 17, without prejudice to licenses already granted over downloaded versions.

4. Activation, Credentials and Subscription Contents

4.1. Once the purchase is confirmed, the LICENSEE will receive individual access credentials, made available through the CONTRACTOR's console at app.fazer.ai.

4.2. While in force, the Active Subscription grants the LICENSEE:

• Access to the private repository with the complete source code of the Pro edition;
• Access to the official private Docker image, provided as a convenience to facilitate installation and updating of the software;
• Access to new versions, updates and fixes released while the subscription is in force;
• Access to the support channels indicated in Clause 16.

4.3. Access credentials are individual and non-transferable. The CONTRACTOR may rotate or revoke credentials for security reasons, providing new credentials to LICENSEES with an Active Subscription.

4.4. Installation and operation of the software are the LICENSEE's responsibility, with support available through the channels indicated in Clause 16.

4.5. The standalone subscription will renew automatically at the end of each monthly period, unless cancelled by the LICENSEE before the renewal date.

5. Perpetual License over Downloaded Versions

5.1. Use of the licensed software is not conditioned on maintaining an Active Subscription. Under the EULA (Sections 2.1 and 4.2), the versions of the software downloaded during the period of Active Subscription remain licensed to the LICENSEE on a perpetual, worldwide, non-exclusive and non-transferable basis.

5.2. The license authorizes the LICENSEE, as provided in Section 2.2 of the EULA, to:

• Use the software for personal or commercial purposes, with no limit on the number of Derivative Products;
• Freely modify, adapt and customize the software for the creation of Derivative Products;
• Distribute Derivative Products to end users, in open or closed source form, free of charge or for consideration, subject to the restrictions of Clause 7 of these Terms and Section 3 of the EULA.

5.3. In matters of software licensing (grant, restrictions, attribution, intellectual property and termination of the license), the EULA reproduced in Appendix I prevails. In matters of acquisition, payment, guarantee, withdrawal, cancellation, support and consumer relations, including the formation and undoing of the Active Subscription, these Terms prevail.

6. End of Subscription and Continuity of Use

6.1. When the Active Subscription ends, for any reason, the access described in Clause 4 ceases: the LICENSEE loses access to the private repository, to new downloads of the official private Docker image, to new versions and to the support channels.

6.2. The end of the Active Subscription, when not resulting from a breach, does not affect the perpetual license over the versions already downloaded, including official Docker images already downloaded to the LICENSEE's infrastructure, which embed versions of the software licensed as per Clause 5.

6.3. The official private Docker image is a convenience offered to active subscribers. After the subscription ends, in order to keep updating or rebuilding their own environment, the LICENSEE must build their own image from the source code already downloaded, following the instructions available in the documentation included in the repository.

6.4. Reactivating the subscription restores the access described in Clause 4, including access to versions released during the interruption period.

7. Use Restrictions

7.1. Summarizing Section 3 of the EULA, the LICENSEE is prohibited from:

• Redistributing, reselling, sublicensing, donating, lending, renting or otherwise making the Pro edition software available, in whole or in substantial part, to third parties;
• Publishing the Pro edition software, in whole or in substantial part, in public repositories, package registries, marketplaces or any channel accessible to persons without their own Active Subscription;
• Sharing credentials, access, download links or copies of the software with individuals or legal entities without their own Active Subscription;
• Using the software as a basis to create a product, template, library, framework, service or educational material that competes, directly or indirectly, with the software itself;
• Removing, hiding or altering copyright notices, the LICENSE file or authorship references contained in the source code.

7.2. The sharing prohibition also covers the individual credentials referred to in Clause 4; assigning them to third parties constitutes a breach of these Terms and of the EULA.

7.3. These restrictions do not cover the distribution of Derivative Products as per Clause 5.2, nor Derivative Products that, through the LICENSEE's own evolution, have acquired autonomous identity and functionality (Section 3.2 of the EULA).

7.4. Breach of the restrictions in this clause subjects the LICENSEE to the termination provided for in Clause 9.4.

8. Right of Withdrawal

8.1. When contracting the standalone subscription, the LICENSEE may exercise the right of withdrawal within 7 (seven) calendar days from the date of purchase, under art. 49 of the Brazilian Consumer Protection Code (Law No. 8.078/90), with a full refund of the amount paid.

8.2. To exercise the right of withdrawal, the LICENSEE must contact the CONTRACTOR through the support channels indicated in Clause 16.

Refunds will be processed within 15 (fifteen) business days of the request, using the same payment method used for the purchase.

8.3. A refund, under any of the arrangements of Clause 3, operates the retroactive termination of the contract for the refunded period: for all purposes, including Section 2.1 of the EULA, no Active Subscription is deemed to have existed during that period, and the versions of the software downloaded during it are not covered by the perpetual license of Clause 5.

8.4. Once the withdrawal is exercised or the refund obtained, the LICENSEE must, within 30 (thirty) days, cease using and delete the copies of the Pro edition software downloaded during the refunded period, including Docker images, applying by analogy the procedure of Section 8.3 of the EULA. Continued use after the refund constitutes unlicensed use, subject to the penalties of Brazilian software law (Law No. 9.609/1998).

8.5. Withdrawal from or refund of the private community membership or of the fazer.ai Kanban license, under the conditions and deadlines of each product's own terms, likewise undoes the fazer.ai agents Pro Active Subscription for the refunded period, with the effects of Clauses 8.3 and 8.4.

9. Cancellation, Refunds and Termination

9.1. The LICENSEE may cancel the standalone subscription at any time through the support channels or directly on the payment platform. Cancellation of the private community membership follows the community's own terms.

9.2. After cancellation, access will remain active until the end of the period already paid for, and the perpetual license over the versions downloaded up to the end of the subscription is preserved.

9.3. Outside the withdrawal period of Clause 8, cancellation does not entitle the LICENSEE to a pro-rata refund, unless otherwise decided by the CONTRACTOR at its discretion.

9.4. The CONTRACTOR may terminate the access and license of a LICENSEE who breaches these Terms or the EULA, without any refund, applying the procedure of Section 8 of the EULA, including the 30 (thirty) day period to cease use and delete copies.

10. Code Licensing Structure

10.1. fazer.ai agents is distributed with components under distinct licenses:

• Free edition: Apache 2.0 license, accompanied by the NOTICE file, in the official public repository indicated on the product page;
• Pro edition: proprietary EULA reproduced in Appendix I, originally written in Portuguese (LICENSE file in the repository), with a courtesy English translation (LICENSE.en file);
• Public distribution tooling, such as the @fazer-ai/agents CLI published on npm and the public skills: MIT license;
• Third-party components: the original licenses of their respective holders.

10.2. Features of fazer.ai agents that depend on Chatwoot fazer.ai Pro, such as the Kanban funnel, require a separate fazer.ai Kanban license, governed by the terms available at fazer.ai/termos-kanban.

11. Intellectual Property

11.1. fazer.ai agents, including its source code, interface, design, documentation and associated materials, is the exclusive property of the CONTRACTOR and/or its licensors, protected by Brazilian Copyright Law (Law No. 9.610/1998) and Brazilian Software Law (Law No. 9.609/1998).

11.2. Acquiring access does not transfer to the LICENSEE any intellectual property rights over the software, granting only the license to use described in Clause 5 and in the EULA.

11.3. The LICENSEE retains full title to its Derivative Products, without prejudice to the CONTRACTOR's rights over the software itself and over unmodified portions of it contained therein (Section 6.3 of the EULA).

11.4. The LICENSEE must keep, in the source code of its Derivative Products, the LICENSE file and the copyright notices of the original files (Section 5.1 of the EULA). There is no requirement to display credits or references to the CONTRACTOR in the user interface, public documentation or marketing materials (Section 5.2 of the EULA).

12. Third-Party Services, Artificial Intelligence and WhatsApp

12.1. The software connects, as configured by the LICENSEE, to third-party services such as the Chatwoot platform, artificial intelligence model providers (LLMs), speech transcription and synthesis services, calendars and other integrations. Contracting, paying for and complying with the terms of use of those services are the sole responsibility of the LICENSEE, who uses their own API keys, stored on their own infrastructure.

12.2. Content generated by artificial intelligence may contain errors, inaccuracies or inappropriate responses. It is up to the LICENSEE to configure, test and supervise the agents, setting boundaries appropriate to their operation.

12.3. Use of WhatsApp and other messaging channels is subject to the terms of the respective platforms (including Meta/WhatsApp). Compliance with those terms and the risk of restriction or banning of numbers and accounts are the sole responsibility of the LICENSEE.

12.4. The CONTRACTOR is not a party to the relationship between the LICENSEE and the LICENSEE's end customers. The LICENSEE is liable, before their customers and third parties, for the service provided with the aid of the software.

13. Availability, Updates and Support

13.1. As self-hosted software, the availability of fazer.ai agents depends on the infrastructure maintained by the LICENSEE.

13.2. The CONTRACTOR will use reasonable efforts to provide updates and fixes, without, however, guaranteeing any specific frequency, deadlines or scope (Section 4.3 of the EULA).

13.3. Support covers questions related to the installation, configuration and use of the software, and does not include custom development, creating or tuning prompts and agents, or managing the LICENSEE's infrastructure.

14. Personal Data Protection

14.1. The CONTRACTOR will process the LICENSEE's personal data in accordance with the Brazilian General Data Protection Law (Law No. 13.709/2018 - LGPD).

14.2. Account data collected by the CONTRACTOR will be used exclusively for: (i) managing access and the subscription; (ii) communications about the service and updates; (iii) issuing invoices; (iv) compliance with legal obligations.

14.3. Conversations, contacts, media and other operational data processed by the software are processed and stored exclusively on the LICENSEE's own infrastructure and are not accessed or stored by the CONTRACTOR. In that relationship, the LICENSEE acts as controller, and the third-party service providers they connect (Clause 12) act according to the terms the LICENSEE maintains with each of them.

14.4. The software may contact the CONTRACTOR's servers exclusively to check for new versions and display announcements, without sending conversations or data of the LICENSEE's end customers.

15. Limitation of Liability

15.1. The CONTRACTOR is not liable for losses or damages arising from: (i) improper use of the software; (ii) failures in the LICENSEE's infrastructure; (iii) unavailability, changes or costs of third-party services connected by the LICENSEE; (iv) restrictions or bans applied by messaging platforms; (v) modifications made by the LICENSEE to the software code; (vi) content generated by artificial intelligence in the LICENSEE's customer service.

15.2. The CONTRACTOR's total liability, in any event, shall be limited to the amount paid by the LICENSEE in the last 12 (twelve) months of subscription.

15.3. The software is provided "AS IS", without warranties of any kind, express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose or non-infringement of third-party rights, subject to the minimum legal warranties provided by the Brazilian Consumer Protection Code and the right of withdrawal established in Clause 8 of these Terms.

16. Support and Contact Channels

For questions, cancellation requests, refunds, or exercise of rights provided in these Terms, the LICENSEE may contact us through the following channels:

17. Changes to the Terms

17.1. The CONTRACTOR may change these Terms at any time, with prior notice to the LICENSEE at least 15 (fifteen) days in advance.

17.2. Continued use of the software after the changes take effect will be considered acceptance of the new Terms.

17.3. Changes are not retroactive: under Section 10.4 of the EULA, versions of the software already downloaded remain governed by the version of the EULA in force at the time of the respective download.

18. General Provisions and Forum

18.1. These Terms are governed by the laws of the Federative Republic of Brazil.

18.2. The courts of the city of São Paulo/SP, Brazil, are hereby elected to settle any disputes arising from these Terms, with express waiver of any other jurisdiction, however privileged.

18.3. Either party's tolerance of any breach of any clause shall not constitute novation or waiver of rights.

Appendix I — Full Text of the EULA

The text below is the courtesy English translation of the End User License Agreement (EULA) for the fazer.ai agents Pro edition, as published in the LICENSE.en file of the repository. The Agreement is originally written in Portuguese (LICENSE file), which is the sole legally binding version and prevails in case of any discrepancy. If the text below diverges from the repository file, the repository file prevails as the source of truth.

END USER LICENSE AGREEMENT (EULA)

fazer.ai agents: Full/Pro Edition (Proprietary Software)

Copyright (c) 2025-2026 FAZER.AI LTDA. All rights reserved.

CONTROLLING LANGUAGE NOTICE: This document is an English translation
provided for convenience only. The original Portuguese version of this
Agreement (file LICENSE in this same repository) is the sole legally
binding text. In the event of any discrepancy, ambiguity or conflict
between this translation and the Portuguese version, the Portuguese
version shall prevail.

THIS IS A LEGAL AGREEMENT BETWEEN YOU (AN INDIVIDUAL OR LEGAL ENTITY)
AND FAZER.AI LTDA. BY DOWNLOADING, COPYING, INSTALLING OR USING THE
SOFTWARE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE
BOUND BY ALL TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE
THE SOFTWARE.

1. DEFINITIONS

1.1. "Software" means the source code, file structure, scripts,
configurations, documentation and any associated materials of fazer.ai agents, in its Full/Pro edition, distributed under this Agreement, in any version.

1.2. "Licensor" means FAZER.AI LTDA, a private legal entity, holder of
all proprietary rights over the Software.

1.3. "Licensee" means the individual or legal entity that has obtained
access to the Software by means of an Active Subscription.

1.4. "Derivative Product" means any software, system, application or
service developed by the Licensee using the Software as a basis,
including modifications, additions, integrations and customizations
made by the Licensee.

1.5. "Active Subscription" means the paid relationship in force that
secures the Licensee's access to the Software, in any of the
arrangements published by the Licensor, including, among others:
(i) a paid membership in a private community maintained by the
Licensor; (ii) a standalone subscription to the Software; and (iii)
holding an active license of another Licensor product whose offering
includes access to the Software.

2. LICENSE GRANT

2.1. Subject to full compliance with this Agreement, the Licensor
grants the Licensee a perpetual, worldwide, non-exclusive,
non-transferable license, revocable only under the conditions set
forth in Section 8, over the versions of the Software downloaded
during the period of Active Subscription.

2.2. The license granted authorizes the Licensee to:

   (a) use the Software for personal or commercial purposes, with no
   limit on the number of Derivative Products;

   (b) freely modify, adapt and customize the Software for the
   creation of Derivative Products;

   (c) distribute Derivative Products to end users, in open or closed
   source form, free of charge or for consideration, subject to the
   restrictions set forth in Section 3.

3. RESTRICTIONS

3.1. The Licensee is expressly prohibited from:

   (a) redistributing, reselling, sublicensing, donating, lending,
   renting or otherwise making the Software available, in whole or in
   substantial part, to third parties;

   (b) publishing the Software, in whole or in substantial part, in
   public repositories, open hosting services, package registries,
   marketplaces or any channel accessible to persons who do not hold
   their own Active Subscription;

   (c) sharing credentials, access, download links or copies of the
   Software with individuals or legal entities that do not hold their
   own Active Subscription;

   (d) using the Software as a basis to create any product, template,
   library, framework, service or educational material that competes,
   directly or indirectly, with the Software itself;

   (e) removing, hiding, altering or replacing copyright notices, this
   Agreement (LICENSE / LICENSE.en), or authorship references contained
   in the source code of the Software;

   (f) reverse engineering any protection, verification or licensing
   mechanisms eventually embedded in the Software, except to the
   extent expressly permitted by applicable law.

3.2. For purposes of this section, "substantial part" means any
portion of the Software that retains recognizable value as a direct
derivation of it, as reasonably assessed. This restriction does not
apply to Derivative Products that, through the Licensee's own
evolution, have acquired identity and functionality autonomous from
the original Software.

4. UPDATES

4.1. Updates, fixes, new versions and supplementary materials of the
Software will be made available exclusively to Licensees with an
Active Subscription, during the period in which it remains in force.

4.2. Termination of the Active Subscription, for any reason that does
not constitute a breach of this Agreement, does not affect the
perpetual right to use the versions of the Software already downloaded
by the Licensee, but ends the right to access subsequent versions.

4.3. The Licensor has no obligation to produce updates on any
particular cadence, schedule, scope or format.

5. ATTRIBUTION

5.1. The Licensee is required to keep, in the source code of its
Derivative Products, the file corresponding to this Agreement
(LICENSE) and the copyright notices contained in the original files
of the Software.

5.2. There is no requirement to display credits, attributions or
references to the Licensor in the user interface, public documentation,
marketing materials or any other portion visible to the end user of
the Derivative Product.

6. INTELLECTUAL PROPERTY

6.1. The Software is protected by Brazilian copyright law (Law No.
9.610/1998), Brazilian software law (Law No. 9.609/1998) and
applicable international treaties.

6.2. This Agreement grants the Licensee a license to use. There is no
transfer of title. All rights not expressly granted remain with the
Licensor.

6.3. The Licensee retains full title to its Derivative Products,
without prejudice to the Licensor's rights over the Software itself
and over any unmodified portions of it contained therein.

7. WARRANTIES AND LIABILITY

7.1. THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
ABSENCE OF DEFECTS, ABSENCE OF INTERRUPTIONS AND NON-INFRINGEMENT OF
THIRD-PARTY RIGHTS.

7.2. UNDER NO CIRCUMSTANCES SHALL THE LICENSOR, ITS PARTNERS,
DIRECTORS, EMPLOYEES OR REPRESENTATIVES BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
INCLUDING LOST PROFITS, REVENUES, DATA, REPUTATION OR BUSINESS
OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR
INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.

7.3. Any liability of the Licensor, if recognized in court, shall be
limited to the amount actually paid by the Licensee as subscription
fees in the twelve (12) months preceding the event giving rise to the
claim.

8. TERMINATION

8.1. This Agreement remains in force for as long as the Licensee uses
the Software, except as provided in this section.

8.2. The Licensor may immediately terminate the license granted, upon
simple notice to the Licensee, in the event of breach of any provision
of this Agreement, in particular the restrictions set forth in
Section 3.

8.3. In the event of termination for breach, the Licensee shall,
within thirty (30) days from the date of notice: (i) cease all use of
the Software; (ii) delete all copies of the Software in its
possession or under its control; and (iii) remove the Software from
all Derivative Products still in distribution or production. This
obligation does not apply in case of mere termination of the Active
Subscription without breach of this Agreement.

8.4. Sections 3 (Restrictions), 6 (Intellectual Property), 7
(Warranties and Liability), 9 (Governing Law and Forum) and 10
(General Provisions) shall survive the termination of this Agreement.

9. GOVERNING LAW AND FORUM

9.1. This Agreement is governed by and construed in accordance with
the laws of the Federative Republic of Brazil.

9.2. The courts of the District of São Paulo, State of São Paulo,
Brazil, are hereby elected as the competent venue to resolve any
disputes arising out of this Agreement, with express waiver of any
other, however privileged it may be.

10. GENERAL PROVISIONS

10.1. This Agreement constitutes the entire understanding between the
parties regarding its subject matter, superseding any prior
communications, agreements or understandings, whether oral or written.

10.2. The eventual invalidity or unenforceability of any provision of
this Agreement shall not affect the remaining provisions, which shall
continue in full force.

10.3. The Licensor's failure to enforce any provision of this
Agreement shall not constitute a waiver of the right to enforce it at
any time.

10.4. The Licensor may update the terms of this Agreement in future
versions of the Software. Versions already downloaded remain governed
by the version of the Agreement in force at the time of the
respective download.

10.5. For matters relating to this Agreement, the Licensee shall
contact the Licensor through the official channels published by the
Licensor.

FAZER.AI LTDA
São Paulo, SP, Brazil