Terms of use, subscription and license.

SOFTWARE LICENSE AGREEMENT Promic Speech AI Riole Eletrônica Ltda. Version 4 - October 2026 _______________________________________________ READ BEFORE INSTALLING This is an agreement between you or the institution you represent (the LICENSEE) and Riole Eletrônica Ltda. (RIOLE). By installing or using Promic Speech AI (the SOFTWARE), the LICENSEE agrees to these terms. If you do not agree, do not install the SOFTWARE and do not use it. This English text is a translation provided for convenience. In case of any discrepancy, the Portuguese original prevails. 1. DEFINITIONS 1.1. SOFTWARE: the Promic Speech AI program, its program files, the artificial intelligence models distributed by RIOLE, documentation and updates. 1.2. WORKSTATION: each computer on which the SOFTWARE is installed. 1.2.1. ACTIVATION: the procedure that enables use of the SOFTWARE on a given WORKSTATION, by generating an encrypted key bound to that machine. 1.3. THIRD-PARTY COMPONENTS: third-party programs, libraries and models that accompany the SOFTWARE, listed in the file TERCEIROS.txt, with their license texts in the Licencas folder, both installed together with the SOFTWARE. 1.4. USER CONTENT: audio and video recordings, transcriptions, summaries, minutes, participant names, voice models and any other data produced or processed by the LICENSEE through the SOFTWARE. 2. LICENSE GRANTED 2.1. RIOLE grants the LICENSEE a non-exclusive license to use the SOFTWARE, not transferable to third parties, FOR THE FIXED TERM set out in the corresponding commercial agreement, proposal or invoice. The license is NOT perpetual. 2.2. The term of validity is recorded in the license itself and checked by the SOFTWARE. Once the term expires without renewal, use of the SOFTWARE ceases. 2.3. INSTALLATION AND ACTIVATION. The LICENSEE may install the SOFTWARE on as many WORKSTATIONS as desired, but each license acquired authorizes ONE SINGLE ACTIVE WORKSTATION at a time. Actual use depends on ACTIVATION. 2.4. ACTIVATION binds the license to that WORKSTATION by means of an encrypted key generated by RIOLE from an identifier of the equipment (clause 6.7). 2.5. CHANGE OF WORKSTATION. The LICENSEE may release the license from one WORKSTATION and activate it on another, as many times as needed, within the term of validity. At each change, a new key is generated for the new machine. A change does not increase the number of simultaneously active workstations. 2.6. PERIODIC VALIDATION. The license is checked against RIOLE's service. The SOFTWARE tolerates periods without a connection, but requires successful contact with the service within the interval defined in the product; once that interval passes without validation, use is suspended until a new check. The LICENSEE is responsible for providing connectivity for this purpose. 2.7. The license is granted to the LICENSEE and may not be transferred to another holder. The sale, assignment, rental or loan of the equipment on which the SOFTWARE is installed does NOT transfer the license: the acquirer of the equipment must obtain its own license from RIOLE. Second-hand Riole equipment containing the SOFTWARE may not be able to operate in compliance with this agreement before a new license is acquired. 2.8. Where a commercial agreement, proposal or invoice sets specific conditions of quantity, term or scope, those conditions prevail over this clause 2. 3. RESTRICTIONS 3.1. With respect to the SOFTWARE developed by RIOLE, the LICENSEE may not: a) copy it, except for a backup copy; b) distribute, sublicense, rent or assign it to third parties; c) decompile, disassemble or reverse engineer it, except to the extent that the law grants this right regardless of agreement; d) remove or alter notices of ownership, trademarks or version identification. 3.2. THE RESTRICTIONS OF CLAUSE 3.1 DO NOT APPLY TO THIRD-PARTY COMPONENTS. These are governed exclusively by their own licenses, several of which permit copying, modification, redistribution and reverse engineering. Nothing in this agreement restricts rights that those licenses grant the LICENSEE. In case of conflict between this agreement and the license of a third-party component, the component's license prevails as to that component. 3.3. The LICENSEE is responsible for using the SOFTWARE in compliance with applicable law, including with respect to the recording of meetings and the processing of personal data (clause 6). 4. THIRD-PARTY COMPONENTS 4.1. The SOFTWARE is accompanied by third-party components under their own licenses, including free and open-source licenses. The complete list, with each component's license and the required attributions, is in the file TERCEIROS.txt, and the license texts are in the Licencas folder, installed together with the SOFTWARE. 4.2. RIOLE does not own these components and gives no warranty on them beyond what the respective license provides. 4.3. Components under the LGPL may be replaced by the LICENSEE with other compatible versions, as that license guarantees. 5. ARTIFICIAL INTELLIGENCE MODELS AND NATURE OF THE RESULTS 5.1. The SOFTWARE uses artificial intelligence models to transcribe audio, identify speakers, generate summaries and extract action items. 5.2. AI RESULTS ARE APPROXIMATIONS AND REQUIRE HUMAN REVIEW. Transcriptions may contain errors in words, numbers, dates and names; speaker identification may attribute speech to the wrong person; summaries and action items may omit, add or distort content. 5.3. The SOFTWARE is a tool to support the production of documents. It does NOT produce minutes, official records, sworn transcriptions, documentary evidence or any document with public faith. Checking the result against the recording, before any official use, publication or filing, is the exclusive responsibility of the LICENSEE. 5.4. The performance of the SOFTWARE varies with audio quality, ambient noise, overlapping voices, accent, the AI model chosen and the capacity of the equipment. RIOLE does not guarantee any specific accuracy rate. 6. PERSONAL DATA AND PRIVACY 6.1. LOCAL PROCESSING. The SOFTWARE was designed to process USER CONTENT on the LICENSEE's own infrastructure. Transcription, speaker identification and summary generation by local models take place on the WORKSTATION, and the meeting archive, when enabled, is stored in a database under the LICENSEE's control. 6.2. RIOLE HAS NO ACCESS to USER CONTENT in the normal operation of the SOFTWARE, and does not collect, store or process it. 6.3. ROLES UNDER THE LGPD. For the purposes of Brazilian Law No. 13,709/2018 (LGPD), the LICENSEE is the CONTROLLER of USER CONTENT: it is for the LICENSEE to define the purpose and means of processing, establish the legal basis, inform data subjects, respond to requests and define retention and deletion periods. RIOLE, having no access to this data, does not act as a processor. 6.4. SENSITIVE PERSONAL DATA. Identifying speakers by voice characteristics may constitute processing of BIOMETRIC DATA, classified as sensitive personal data by art. 5, II, of Law No. 13,709/2018, subject to stricter requirements. The LICENSEE declares awareness of this and assumes responsibility for adopting the appropriate legal basis and the corresponding security measures, including with respect to the recording of meetings and the registration of participants' voices. 6.5. ARCHIVE SECURITY. When the database archive is enabled, the LICENSEE is responsible for the security of the server, access control, credentials and backups. The database access credentials are stored in protected form on the WORKSTATION, which does not dispense with using a database user with restricted privileges. 6.6. TECHNICAL SUPPORT. If files must be sent to RIOLE for diagnosis, the LICENSEE decides what to send and is responsible for removing or anonymizing personal data before sending. 6.7. ACTIVATION AND VALIDATION DATA. The statement in clause 6.2 refers to USER CONTENT. To activate and validate the license, the SOFTWARE transmits to RIOLE's service, exclusively for that purpose: a) the SERIAL NUMBER OF THE DISK hosting the system drive (C:) of the WORKSTATION, used to bind the encrypted key to that machine; b) the identification data of the license itself; and c) date and time information, to check validity. No recordings, transcriptions, summaries, participant names or any other USER CONTENT are transmitted. The disk serial number identifies the equipment, not the person using it. 7. INTELLECTUAL PROPERTY 7.1. The SOFTWARE is licensed, not sold. RIOLE retains ownership of the SOFTWARE, the source code, the trademarks and all associated intellectual property, except for THIRD-PARTY COMPONENTS. 7.2. The SOFTWARE is protected by Brazilian Law No. 9,609/1998, Law No. 9,610/1998 and national and international treaties on intellectual property. 7.3. USER CONTENT belongs to the LICENSEE. RIOLE claims no rights whatsoever over the recordings, transcriptions, summaries or minutes it produces. 8. LIMITED WARRANTY AND DISCLAIMER 8.1. RIOLE warrants that the SOFTWARE, in normal use and on equipment meeting the stated requirements, substantially performs the functions described in its documentation. 8.2. EXCEPT AS PROVIDED IN ITEM 8.1, THE SOFTWARE IS PROVIDED "AS IS". RIOLE DOES NOT WARRANT THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, NOR THAT AI RESULTS WILL BE ACCURATE, COMPLETE OR FIT FOR A PARTICULAR PURPOSE. 8.3. The warranty does not cover defects resulting from: use contrary to the documentation; modification of the SOFTWARE or of the environment; failure of equipment, network, power or operating system; inadequate quality of the input audio; or replacement of AI models with others not approved by RIOLE. 9. LIMITATION OF LIABILITY 9.1. To the maximum extent permitted by law, RIOLE is not liable for lost profits, loss of data, business interruption or indirect damages arising from the use of or inability to use the SOFTWARE. 9.2. RIOLE's total liability, for any cause, is limited to the amount actually paid by the LICENSEE for the SOFTWARE license in the 12 (twelve) months preceding the triggering event. 9.3. The limitations in this clause do not exclude liabilities that Brazilian law, notably the Consumer Protection Code where applicable, deems non-excludable. 9.4. Under no circumstances is RIOLE liable for the consequences of the use, official or not, of a transcription, summary or minutes not checked by the LICENSEE as set out in clause 5.3. 10. UPDATES AND SUPPORT 10.1. RIOLE may make updates to the SOFTWARE available. Unless stated otherwise, updates are governed by this same agreement. 10.2. Updates may change, replace or discontinue AI models and third-party components, including at the request of the respective suppliers. 10.3. Technical support, response times and evolutionary maintenance, when contracted, are the subject of a separate instrument. 11. TERM AND TERMINATION 11.1. This agreement is in force from installation and for the term of the license acquired (clause 2.1), and is renewed only by a new contract. 11.2. Once the term expires without renewal, the right of use ceases. The LICENSEE retains access to USER CONTENT already produced, which is stored in its own files and database, in open formats. 11.3. Breach of clauses 2 or 3 terminates the license automatically, without notice, and the LICENSEE must uninstall the SOFTWARE from all WORKSTATIONS. 11.4. Termination does not affect USER CONTENT, which remains with the LICENSEE, nor the clauses that by their nature survive termination, including 7, 8, 9 and 12. 12. GENERAL PROVISIONS 12.1. This agreement is governed by the laws of the Federative Republic of Brazil. 12.2. The invalidity of one clause does not affect the others. 12.3. Tolerance of a breach of any clause does not imply novation or waiver. 12.4. The courts of the DISTRICT OF CURITIBA, State of Paraná, Brazil, are chosen to settle disputes arising from this agreement, to the exclusion of any other, however privileged, except where the law provides for a different jurisdiction. _______________________________________________ Riole Eletrônica Ltda. Copyright (c) 2024-2026 Riole Eletrônica Ltda. ALL RIGHTS RESERVED. List of third-party components: TERCEIROS.txt Third-party license texts: Licencas folder