Termos de Serviço e Uso

Última atualização: julho de 2026

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MOGNO PLATFORM TERMS OF SERVICE AND USE

TITLE 1 – INITIAL PROVISIONS

Purpose and Scope

These Terms of Service and Use (“Terms”) govern the access to and use of the Mogno Platform, including its software, functionalities, tools, integrations, and related services (collectively, the “Mogno Platform” or “Platform”). By accessing or using the Platform, the Client and/or User agrees to comply with and be bound by these Terms.

1.1. Certain features, services, or functionalities may be subject to additional terms, policies, or commercial conditions, which shall complement these Terms where applicable. In the event of conflict between these Terms and any specific agreement or service order executed between Mogno and the Client and/or User, the specific agreement or service order shall prevail to the extent of such conflict.

Acceptance of the Terms

By accessing, registering for, or using the Mogno Platform, the Client and/or User acknowledges having read and understood these Terms and agrees to be bound by them. If the Client and/or User does not agree to these Terms, they must not access or use the Platform.

2.1. Where applicable, acceptance of these Terms may occur through electronic means, including by selecting an option indicating agreement (such as clicking “I agree” or a similar mechanism), which shall constitute a legally binding agreement between the Client and/or User and Mogno.

2.2. If the User accesses or uses the Platform on behalf of a company or other legal entity, the User represents and warrants that they have the authority to bind such entity to these Terms.

2.3. Any updates to these Terms will be published on Mogno Platform. If the Client and/or User does not agree with the changes, they shall have the right to terminate these Terms without any charge, which will immediately cease its access to Mogno Platform.

Definitions

As used in these Terms, the following capitalized terms have the meanings specified below, such meanings to be equally applicable to both the singular and plural forms:

Accept or Acceptance: The act of the User clicking the consent box, implying the User’s automatic adherence and prior and express consent to all conditions contained herein.
Access Data: Information collected from Users regarding access and use of the Mogno Platform, including, but not limited to, browser details, IP address, resolution, time spent, date, and location/region of access.
AI Assistants: Auxiliary functionalities based on artificial intelligence, owned by Mogno.
Client: The legal entity or natural person that has contracted the Mogno Platform and has granted access to certain User(s) for the purpose of using the Mogno Platform.
Client and/or User: As applicable, the Client, the User, or both.
Confidential Information: All knowledge, documents, information or data, to which one of the Parties has had access as a result of these Terms, including, but not limited to: customer/supplier lists or data; marketing or business planning; financial and organizational information; managerial and personnel management information; information on projects, drawings, models, products (whether developed, under development or for future development); applications; passwords; industrial property rights, including patents or utility models, patent or utility model applications, industrial designs, industrial design applications, trademarks, trademark registration applications; technical or business data or information; Mogno Platform and the Rights Related to Mogno Platform, except that the existence of these Terms shall not be a Confidential Information. All Confidential Information shall constitute business secret for the purposes of Article 39 of the Trade-Related Aspects of Intellectual Property Rights by the World Trade Organization.
Connectors: Software components that enable the integration and transfer of data between external systems and the Mogno Platform, in different formats (such as .xls, .xlsx, .csv, .json, and .xml) or through integrations with applications, databases, APIs, or other digital services.
Content: Any and all information made available through the Mogno Platform, such as texts, data, spreadsheets, organizational charts, source codes (HTML, CSS, Java), images, and interactive resources.
Credits: The generic term for prepaid, non-refundable, and non-transferable units used to access Platform functionalities, divided into two distinct and independent categories:
AI Credits: units used exclusively for AI Assistants and in-app interactions (any User action within the interface that triggers a Platform feature, process, or response).
Integration Credits: units used exclusively for integrations (technical connection between the Platform and external systems, databases, or services to access, send, or synchronize data).
Inputs: Set of information provided to the Mogno Platform for processing, learning, or producing results.
Mogno: A business name under which Tagor LLC operates, a company with its registered office at 299 Alhambra Cir, STE 403, Coral Gables, FL 33134.
Mogno Account: The User’s access account to the Mogno Platform, created through registration by the User, at their responsibility and risk.
Mogno Platform: An artificial intelligence platform developed by Mogno for the automated creation, editing, and execution of software with the assistance of artificial intelligence, hosted in a secure environment.
Notice: A message, communication or warning from one Party to the other as allowed or required by these Terms.
Outputs: Result generated by the Mogno Platform after processing the Input data.
Party or Parties: The Client and Mogno, when referred to jointly or individually, as the case may be.
Personal Data: Data voluntarily entered by the User (name, contact details, position), plus specific financial and accounting information related to the Mogno Client (e.g., expenses, investments, balance sheets, corporate goals).
Personal Data Protection Regulations: The laws concerning personal data protection applicable to each Party in their respective jurisdictions.
Premium Support: Optional and paid additional customer support service, aimed at adjustments, corrections, and optimizations.
Related Persons: The persons related to each Party, such as its employees, agents, shareholders, business partners, clients, contractors, and subcontractors.
Rights Related to Mogno Platform: All such rights applicable to, related to, or derived from Mogno Platform, including but not limited to computer programs, firmware, algorithms, codes, source codes, processes, mobile apps, procedures, models, products, solutions, platforms, modules, monetization strategies, structural and organizational formulas, layout, usability, “look and feel”, structure and form of presentation of reports, documents, manuals and instructions for use or training, and any new versions, extensions, modifications or releases, related to or incorporated into Mogno Platform.
Sensitive Personal Data: All information relating to an identified or identifiable natural person that directly or indirectly reveals: racial or ethnic origin; religious, philosophical, or similar conviction or belief; political opinion; trade union membership or membership of a religious, philosophical, or political organization; data concerning health; data concerning sex life or sexual orientation; genetic data; biometric data, when used to uniquely identify a natural person – thus, reflecting the concepts set forth in Personal Data Protection Regulations such as the EU Regulation 2016/679 (GDPR).
Services: Collectively, the non-exclusive right to use Mogno Platform and all other ancillary services described in these Terms.
Subscription Fee: Recurring charge, billed on a monthly or annual basis, for the hosting, processing, and availability of the software created via Mogno Platform, independent of Credits acquisition.
Terms: These Mogno Platform Terms of Service and Use.
User(s): Any natural person designated for the use of the Mogno Platform by a Client who adheres to these Terms upon acceptance and registration.

Construction

The following provisions set forth the general rules for the interpretation and application of these Terms, intended to ensure clarity, consistency, and fairness in the understanding of the Parties’ rights and obligations.

Good faith, Autonomy of the Will, and Fairness: Both Parties acknowledge that these Terms have been written based on the strictest principles of good faith, autonomy of will and fairness, with all clauses being fair and balanced and resulting from mutual consent, considering their reciprocal commercial interests.
Severability: If any part of these Terms shall be deemed invalid, ineffective, non-existent, illegal or unenforceable, the remainder of the Terms shall remain in full force and effect.
Entire Agreement: These Terms replace any agreements or negotiations held between the Parties before the execution of this instrument and shall prevail over any other agreement entered into by the Parties with the same subject matter.
Independence of the Parties: These Terms do not create a relationship of commercial representation, partnership, or joint venture between the Parties. In all matters relating to these Terms the Parties shall be independent, each Party being entirely responsible for its acts and obligations. These Terms do not authorize either Party to obligate or assume any obligation on behalf of the other Party.
Holidays and Time Zones: Holidays, business days, business and non-business hours referred to in these Terms are those of the City of São Paulo, Brazil.

Disclaimer of Warranties

Reciprocal Statements. Each Party declares and warrants to the other that:

a) is a company regularly incorporated and existing under the laws of its respective jurisdiction (not applicable if Client is a natural person);
b) carries out its activities legally;
c) the signatories have legal capacity and/or have had corporate authorization to enter into these Terms;
d) is not at fault with any obligation, action, complaint, lawsuit or legal procedure that may have an adverse impact on these Terms;
e) is not in an economic or financial situation that could affect or prevent the fulfillment of its obligations under these Terms;
f) shall obtain and maintain in full force and effect all licenses, permits and authorizations that may be necessary and/or required by public authorities to fulfill its obligations;
g) shall comply with all legal and regulatory requirements related to its business;
h) shall not, under any circumstances, employ child or forced labor, nor shall it accept discriminatory, negative or limitative practices regarding sex, gender identity, origin, race, color, physical condition, religion, marital status, pregnancy status or any other such practices;
i) shall prevent the practice of actions that may cause environmental degradation;
j) shall act in a socially responsible manner and consider the audiences with which it interacts, doing its best to mitigate any negative impacts on the sustainability of its business and the planet.

TITLE 2 – SERVICE TERMS

Scope of Service

Mogno will provide the Client with the Services related to the non-exclusive license for the use of Mogno Platform.

6.1. The Client acknowledges and accepts that Mogno Platform is available in the condition it presently exists (“as is”) and agrees that Mogno may carry out updates in the functionalities and features thereof.

6.2. The Client hereby authorizes Mogno to send e-mails, communications, messages, or alerts to the users of Mogno Platform in order to ensure better use of the functionalities thereof.

Price, Payment and Taxes

The Client agrees to a dual billing structure for the use of Mogno Platform, consisting of Subscription Fee and Credits, as defined in these Terms.

7.1. In addition to the dual billing structure, the Client may choose to acquire a software license from Mogno Marketplace via a One-time Purchase (Buy-out), i.e. a single payment for a license to an application within the Mogno Platform ecosystem, which does not exempt the Client from the obligation to pay the Subscription Fee for hosting and infrastructure, nor the requirement to maintain a positive Credit balance for AI-related processing.

7.2. Credits are consumed proportionally to the use of functionalities and are deducted immediately upon the submission of the response. All credits are non-refundable, and no error, inaccuracy, or failure of the output to meet expectations may be invoked as grounds for the reimbursement of any credits.

7.3. In the event the Client has used an exclusively electronic channel to contract the Services, the Parties acknowledge that the respective purchase order constitutes a valid manifestation of will.

7.4. All amounts and payment methods are specified in the commercial proposal or purchase order, which are integral to these Terms. After 7 (seven) days of default, Mogno reserves the right to suspend the Services until the overdue amounts are fully paid. Access to development and AI functionalities will be automatically blocked once the Credit balance is exhausted, requiring the acquisition of new Credits.

7.5. All payments to be made under these Terms shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority. If the Client is compelled to make any such deduction, it shall pay Mogno such additional amounts as are necessary to ensure receipt of the full amount which Mogno would have received but for the deduction.

7.6. The above provision shall remain applicable in case these Terms are assigned to a company controlling or controlled by Mogno to be incorporated in the United States of America.

7.7. Mogno reserves the right to adjust any fees and prices provided for in these Terms—including but not limited to Subscription Fees, Credit units, Marketplace licenses, and support rates—at its sole discretion. Any such adjustment shall be communicated to the Client via Notice at least 30 (thirty) days prior to the effective date of the new price.

7.8. Notwithstanding the above, for Clients who have contracted the Services under an annual subscription or a fixed-term purchase order, the price specified in the respective commercial proposal shall remain guaranteed and unchanged for the entire duration of the initial contracted period. Price adjustments for annual plans shall only apply upon the renewal of the term.

7.9. The Client is entitled to a discount on the following Subscription Fee, proportional to the period of failure, only in cases where: (i) there is a total and continuous failure in the service that completely prevents access and use; and (ii) the failure is proven to be Mogno’s exclusive fault. Failures due to scheduled maintenance, third-party providers (internet, cloud services), User misuse, or force majeure events are explicitly excluded.

7.10. For monthly subscriptions and the Free tier, renewals will automatically adopt the pricing, credit volumes, and functionalities in effect on the Platform at the time of the cycle renewal. For annual plans, all contractual conditions — including monthly credit allowances and included features — remain guaranteed as per the original contract date until the end of the 12-month cycle. Updated plan parameters will only be applied upon the effective renewal of the annual term.

Credit Distribution and Categories

The provision of Credits, both AI and Integration, to the Client shall occur according to the following categories:

a) Recurring Credits: The non-cumulative credit volume provided monthly consistent to the contracted plan, renewed on the day corresponding to the date of contracting;
b) Starting Credits: Credits granted by Mogno as a one-time bonus at the time of contracting, which are additional to the Recurring Credit volume.
c) Upsell Credits: In the event of migration to a plan with a higher Recurring Credit volume, the Client shall receive the respective increase corresponding to the new allowance.
d) Purchased Credits: Credits acquired by the Client at any time, regardless of the contracted plan, via one-time payment.

8.1. Recurring Credits are valid for one (1) month and expire at the end of each monthly cycle. Starting, Upsell, and Purchased Credits are valid for twelve (12) months from their respective date of issuance or purchase. Mogno Platform shall automatically consume Credits closest to their expiration date first, regardless of category.

8.2. The exhaustion of the AI Credit balance shall trigger the automatic suspension only of AI agents and in-app interactions, while the exhaustion of the Integration Credit balance shall exclusively suspend technical connections and data synchronization. To restore any suspended functionality, the Client must acquire additional Credits specific to the depleted category through the Platform’s interface or by contacting a Mogno consultant. Any further provision may be subject to new financial terms.

8.3. In the event of plan migrations (upgrades or downgrades), the balance of Recurring and Starting credits may be reset or recalculated pro-rata according to the then-current business rules available on the Platform. Purchased Credits shall never be zeroed during plan changes. Upgrades from free to paid tiers preserve existing balances, while paid-to-paid upgrades trigger a balance reset for the new plan’s starting and pro-rated recurring credits. Downgrades take effect only at the end of the current billing cycle, preserving any remaining Starting and Purchased credits.

Free Access and Transition to Paid Services

Any free availability of the Mogno Platform and/or its functionalities does not constitute a vested right or an obligation of continuity. Mogno reserves the right, at any time and upon thirty (30) days’ prior notice, to begin charging for the use of such Services or functionalities previously offered free of charge, as well as to modify, suspend, or discontinue specific functionalities of the Mogno Platform.

9.1. The continuous maintenance and publication of applications created during a specific free period will be strictly conditioned upon the payment of the applicable Subscription Fee after the conclusion of said period or upon the implementation of the paid model. Failure to migrate to a paid tier following the 30-day notice period may result in the suspension of access to the Platform and the unpublishing of hosted applications, unless otherwise agreed upon in a specific electronic addendum.

Mogno Obligations

Without limitation to any other obligation under these Terms, Mogno undertakes to:

a) inform the Client, at least 3 business days in advance, about scheduled shutdowns, technical adjustments, updating and/or maintenance of Mogno Platform, which, whenever possible, shall be carried out preferably during non-business hours (São Paulo time zone);
b) review or correct, without any cost to the Client, the flaws, deficiencies and imperfections detected in the rendering of the Services, as well as provide the Client with all clarifications and information in connection therewith, unless such clarifications or information should constitute Confidential Information of Mogno’s or a third party.

Client Obligations

Without limitation to any other obligation under these Terms, the Client undertakes to:

a) perform all payments set forth in these Terms as they fall due;
b) provide Mogno with all data, documents and information necessary to the good performance of the Services;
c) formally report any problem that occurs with Mogno Platform, providing all information and evidence related to the reported problem;
d) take full responsibility for any legal or contractual breach committed by the Client or its Related Persons who may use Mogno Platform;
e) protect Mogno copyrights in relation to Mogno Platform, which includes infringements provenly committed by its Related Persons;
f) refrain from hiring, directly or indirectly, any Mogno employee involved or previously involved in the Services covered by these Terms, from the date hereof up to 2 years after its termination;
g) refrain from sublicensing, reselling, distributing or making available to third parties, whether free of charge or against payment, the right to use Mogno Platform, except, however, the right to share information generated by Mogno Platform to controlled, controlling or affiliated companies and/or the companies for which the Services have been purchased;
h) refrain from modifying, copying, adapting, improving, altering, correcting, translating, updating, developing new versions or creating any works derived from Mogno Platform or any of its parts and components;
i) refrain from removing the copyright notices, or any other proprietary notices contained in Mogno Platform;
j) refrain from disassembling, decompiling, doing reverse engineering of Mogno Platform, or in any other way using the data and technical information related to the software for purposes other than those provided for in these Terms;
k) refrain from conducting any kind of audits on Mogno’s cloud environments without providing Mogno with at least 5 (five) business days’ prior notice.
l) keep its contact information (e.g., emails, addresses and phone numbers) up to date, otherwise all Notices and notifications sent to the emails and/or addresses informed in these Terms shall be considered valid and binding;
m) inform its personnel that (i) they should protect logins and passwords for accessing their Mogno Platform account, (ii) such login and passwords are for personal use only and should not be sent, informed or shared with third parties, and (iii) they should agree to and comply with these Terms, keeping Mogno harmless from any unauthorized access resulting from leaked login or passwords;
n) follow the instructions provided by Mogno in its institutional communications;
o) designate an administrator user with authority to invite and manage the access permissions of the Client’s users and teams, as well as any subsequent change of this administrator.

Limited Support Service Management

These Terms do not include maintenance, technical support, or performance guarantees for the software created. Mogno may optionally offer, for a fee, additional support services aimed at adjustments, code correction, and optimization, charged on an hourly basis. Support services do not cover messaging, external integrations, or data entered by the User.
Mogno may, at its sole discretion, modify, suspend, or terminate its activities and/or the Mogno Platform, by giving prior notice to the Client and/or Users via email or notice on the Mogno Platform, except in cases of force majeure. Mogno may, at its sole discretion, add, exclude, or modify the Content offered on the Mogno Platform.

13.1. The software and Outputs developed are generated in a versioned manner. Mogno will maintain backups for contingency and operational continuity, allowing the User to request a rollback to stored previous versions. The rollback is limited to stored versions, not covering local editions or external integrations. Mogno is not responsible for losses resulting from the User’s lack of backups or unvalidated changes.

13.2. This application uses audio content from the platform https://notificationsounds.com/, whose rights of use, exclusion, and public license are regulated by creative commons (https://creativecommons.org/licenses/by/4.0/legalcode). List of audios used: https://notificationsounds.com/notification-sounds/for-sure-576.

Suspension of Services

Mogno may temporarily suspend the Services if the Client breaches any provision set forth in these Terms and/or in case of a deviation in purpose, risk or significant threat to the intellectual property rights, security or functionality of Mogno Platform is evidenced.

14.1. In case the enforcement of this clause is required, Mogno shall provide the Notice of suspension three (3) business days prior to the suspension.

Subscription Cancellation

Cancellation of Mogno Platform subscription by the Client shall result solely in the cessation of future billing and temporary cancellation of access to the service upon the end of the then-current billing cycle.

15.1. In the event of cancellation, Mogno reserves the right to retain all Client’s data and profile in its database, for a period of five (5) years from the date access is suspended.

15.2. The data retention referred to in this clause has the legitimate purpose of facilitating reactivation of the Client’s account, allowing immediate restoration of the service and preservation of the Client’s previous preferences, history and settings.

15.3. The Client may reactivate their account at any time during the retention period by paying the subscription fee again, without the need to re-register or any loss of data.

Permanent Account Deletion and Data Exclusion

The Client has the right to request deletion of their account and associated personal data by submitting a termination request through Mogno’s support channel.

16.1. All licenses and rights granted herein shall immediately expire, and any and all use of Mogno Platform by the Client or by its Users must cease immediately, it being understood that the Client remains obliged to pay any amounts that may be due.

16.2. Within thirty (30) days after the account deletion request, Mogno shall irreversibly delete all of the Client’s software applications, drafts, databases, personal data, profiles, histories, settings and preferences stored in Mogno Platform, except as required by law.

16.3. Mogno may retain copies of the Client’s data, input and output data generated (including any content, code, text, image or other material created, stored, displayed or exported in the application) that are automatically created for backup purposes, as well as any other Client data that must be retained in accordance with applicable law and Mogno’s data retention policies, provided that the provisions of the section entitled “Confidentiality” shall apply.

16.4. The Client acknowledges that permanent deletion is irreversible, and that, if they wish to use Mogno’s services again, they will need to complete a new full registration.

Limitation of Liability

Each Party’s liability to the other for any event related to or arising from these Terms shall be limited to the direct damages actually suffered by the aggrieved Party, excluding any loss of profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, as well as for penalties of any nature imposed by the any governmental body or authority or by a third party, such liability shall be limited to the total amount effectively paid by the Client to Mogno under these Terms.
The Client acknowledges that Mogno is not, and does not purport to be, a financial, tax or accounting advisor or consultant; therefore, the Client holds Mogno harmless of the Client’s decisions in connection with, and treatment of, its own financial, tax and accounting information and policies.

18.1. MOGNO DOES NOT PROVIDE ANY OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, PROVIDED BY LAW OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, ACHIEVEMENT OF EXPECTED RESULTS, FITNESS FOR A PREDETERMINED USE, AND OPERATION WITH ANY OPERATING SYSTEM. MOGNO DOES NOT WARRANT THAT THE OPERATION OF THE MOGNO PLATFORM OR THE SERVICES SHALL BE FREE OF ERRORS OR SHALL BE UNINTERRUPTED.

18.2. The Outputs are merely informative suggestions, and it is exclusively at the criterion and responsibility of the Client and/or User to interpret/apply it and for any damages resulting therefrom. Mogno is not responsible for the concretization of financial results or expected gains, as these are subject to external economic forces and the accuracy of unverified User Inputs. The Client and/or User is fully aware that Mogno grants no warranty or promise of gains or financial achievements.

18.3. None of the Parties shall be responsible for breaches or leak of data and information resulting from criminal or irregular action by third parties (“hackers”) that are out of the limits of technical predictability at the moment they occur.

TITLE 3 – PLATFORM USE RULES

Registration, Access, and Communications

To use the functionalities offered by the Mogno Platform, the User must register by creating a Mogno Account, upon mandatory reading and Acceptance of these Terms.

19.1. The User is responsible for maintaining the confidentiality of their Access Data and is prohibited from providing it to third parties; Mogno is not responsible for any action or manipulation of this information by third parties. The User may not make their Mogno Account access available to third parties. If access is shared and causes damage to third parties and Mogno is compelled to indemnify, the user will be responsible for restituting this contingency in its entirety.

19.2. For any matter related to the conditions of these Terms, as well as to the Mogno Platform, the User must contact Mogno through the email address compliance@mogno.ai. The User authorizes Mogno to send emails, communications, or alerts with the aim of guiding them toward a better use of the functionalities of the Mogno Platform.

Data Protection, Privacy, and Confidentiality

Acceptance authorizes Mogno to use Personal Data and Access Data primarily for developing and improving services, resolving platform issues (errors, fraud), and identifying specific User needs to suggest personalized products. Mogno will not provide User Data to third parties without prior authorization, except in cases of judicial request or in a generic, anonymous form for statistical preparation.

20.1. Mogno may use “cookies,” “tags,” and similar technologies to store Access Data and facilitate future access. Advertising directed to the User will be broadcast directly by Mogno, and Personal Data may be transmitted to third parties only in an aggregated and non-identifiable form for planning and targeting advertisements. Mogno is not responsible for the protection of Personal Data when the User is redirected to an advertiser’s third-party website.

20.2. All data, content, information, or materials inserted by the User (Inputs) remain the User’s exclusive property, separate from the intellectual property of the Outputs. The User declares to be aware that Mogno may collect, process, and analyze technical usage data (logs, performance metrics, error logs, anonymized data) exclusively for platform maintenance, security, and continuous improvement. Mogno will not use the User’s personal data, nor data inserted by them into the Mogno Platform, for the purpose of training artificial intelligence models, except with the User’s prior, express, and unequivocal authorization, formalized in a specific contractual instrument.

20.3. Mogno adopts adequate technical and organizational measures for data protection, including encryption, access control, periodic backups, and regular security tests. However, the User expressly assumes the risk that their data may be disclosed to third parties due to external factors (e.g., hackers) and agrees that Mogno will not be responsible for this type of data leakage or resultant damages, as Mogno does not guarantee that security measures are free from error or external interference.

20.4. The User is strictly prohibited from inserting sensitive data, data of minors, or data subject to specific regulatory regimes (e.g., health, financial, PCI-DSS) into the Mogno Platform, unless expressly authorized by Mogno and in compliance with applicable Personal Data Protection Regulations. The processing of personal data will follow the provisions of Mogno’s Privacy Policy and applicable Personal Data Protection Regulations, without prejudice to the observance of applicable international norms.

20.5. If the User deletes their Mogno Account, all of their Personal Data will also be deleted from the Mogno Platform. Mogno reserves the right to retain data only to comply with orders from public, governmental, or judicial authorities. If the Mogno Account is deleted due to non-payment, Mogno may continue to use the User’s Personal Data in a generic and anonymous form. Protection of Personal Data and Access Data is guaranteed during any transfer of Mogno’s corporate control (acquisition, sale, merger, or reorganization).

User Obligations and Improper Uses of the Mogno Platform

The User acknowledges and agrees that the outputs generated by the Mogno Platform may: contain errors, bugs, or security flaws; present incomplete, inaccurate, inefficient, or non-optimized results; inadvertently violate or reproduce third-party intellectual property rights; and not meet the User’s intended expectations or objectives.

21.1. The User bears the exclusive responsibility for reviewing, validating, testing, and approving all generated software or code before using it in any production, commercial, or critical environment. Mogno expressly recommends independent professional evaluation and testing. The use of Outputs without due validation transfers all resulting liability for failures, damages, or losses solely to the User. The User is also exclusively responsible for maintaining backups and managing changes to the software they edit or modify.

The Client and/or User is prohibited from using Mogno Platform to develop, host, distribute, license, or in any way exploit software, codes, or outputs for any improper, illicit, or non-compliant purpose with these Terms, including but not limited to:

a) Use of Sensitive Personal Data: The insertion, upload, storage, transmission, or processing of Sensitive Personal Data on Mogno Platform; the development, training, or making available of applications, functionalities, or artificial intelligence models, through Mogno Platform, that require, request, process, treat, or in any way condition their operation upon the provision of Sensitive Personal Data by end-users or third parties; or any use of Mogno Platform that violates the legal restrictions applicable to the processing of Sensitive Personal Data set forth in the Personal Data Protection Regulations;
b) Illicit or Illegal Practices: Financial fraud, money laundering, drug, arms, or human trafficking, terrorism, sexual exploitation, cybercrimes, environmental crimes, corruption, document forgery, and other conduct typified by law;
c) Generation of Prohibited Content: Deepfakes, mass disinformation (including about medicine, health, and science), hate speech, defamatory, violent, discriminatory, pornographic, sexually explicit, or adult material, or material that is offensive to the dignity of any person or group;
d) Spam and Abusive Contact: Sending unsolicited mass communications, spam, phishing, or other abusive contact practices;
e) Violation of third party Rights: Intellectual property rights (copyrights, patents, trademarks, industrial designs, trade secrets), personality rights, privacy, secrecy, confidentiality, personal data protection, or any applicable rules regarding the protection of third-party information;
f) Deceptive or Manipulative Activities: False identities, fictitious profiles, social media manipulation, fraudulent reviews, or testimonials;
g) Use in Sensitive Sectors Without Prior Authorization: Medical, legal, financial, psychological, or decisional applications that affect fundamental rights, without Mogno’s express homologation;
h) Scraping and Data Mining: The use of unauthorized scraping, extraction, or data mining techniques to collect information, outputs, or metrics from Mogno Platform;
i) Training of Competing Systems: Direct or indirect use of the outputs generated by Mogno Platform to train, develop, or improve competing systems, artificial intelligence models, or similar products that may compete with Mogno Platform or with other Mogno services;
j) Security Manipulation: Attempting to circumvent security mechanisms, bypass usage restrictions, or compromise the system’s integrity and availability.

22.1. Non-compliance with the provisions of this Section may result, at the sole discretion of Mogno, in:

a) Immediate suspension of the Client’s access to Mogno Platform;
b) Termination of these Terms for just cause;
c) Civil, administrative, and criminal liability, including the duty to indemnify Mogno and/or injured third parties.

22.2. The Client and/or User shall be solely and exclusively liable for any breach resulting from the use of Mogno Platform that is not in compliance with this provision, and undertakes to fully hold Mogno harmless and indemnified from and against any and all claims, demands, assessments, liability, losses, damages, judgments, fines, expenditures, or costs (including attorney’s fees) arising, directly or indirectly, arising from such breach.

22.3. The Client and/or User shall indemnify and defend Mogno against losses, damages, costs, and expenses, including attorney’s fees, arising from:

a) Illegal, inappropriate, or improper use of Mogno Platform;
b) Insertion, upload, transmission, sharing, or processing of prohibited personal data, including but not limited to sensitive data, data of minors, or any other data whose processing requires a specific legal basis not obtained by the Client and/or User;
c) Violation of third-party rights, including intellectual property rights, privacy, confidentiality, or any other rights protected by applicable law;
d) Damages to third parties caused by the use, operation, or provision of software, code, or outputs generated by Mogno Platform.

22.4. Mogno shall notify the Client upon becoming aware of any claim, and the Client may assume the defense; however, the Client may not enter into settlements that admit fault or bind Mogno without its consent.

22.5. Any provision related to the non-compliance with this Section shall survive the termination or expiration of the Terms, remaining valid as long as related liabilities or claims persist.

AI Assistants

Mogno provides Client and/or User with different categories of AI Assistants, whose rules for use and Credit consumption are defined below:

Monica (Technical Assistant): Focused on technical support for the creation and editing of analyses, scripts, codes, data transformation workflows, and customized applications through natural language.
Support Assistant (Functional): Focused on clarifying doubts regarding the use and operation of the Mogno Platform.

23.1. All interactions with the Monica assistant will result in the immediate consumption of Credits, which shall be consumed proportionally to the use of functionalities and deducted upon the submission of each response, regardless of whether such interaction results in the effective development or modification of software. Interactions with the Support Assistant do not consume Credits.

23.2. Responses generated by AI Assistants are produced automatically based on the inputs provided by the User and may contain inaccuracies, omissions, outdated information, or outputs that do not fully correspond to the intended request or expected result. Such responses are not reviewed, verified, or validated by Mogno, and Mogno shall bear no liability for any response generated by AI Assistants. The User is responsible for reviewing and evaluating any responses and for verifying any relevant information before relying on such content.

Use of Connectors

Mogno uses Connectors to enable the integration and flow of data between the Mogno Platform and external systems, applications, or data sources. Such integration may occur, among other means, through public or private APIs, proprietary connectors provided by third parties, and/or artificial intelligence agents or other automated components capable of collecting, structuring, or transmitting data to the Mogno Platform.

24.1. Connectors may be made available by Mogno free of charge or for a fee, at Mogno’s sole discretion, and may also be subject to technical, operational, or usage limitations. The creation, configuration, or use of Connectors may result in the consumption of Credits, as set forth in the applicable terms or subscription plans.

Mogno Marketplace

The Mogno Marketplace is an online directory of solutions that provides applications, templates, and digital assets developed by Mogno or by third parties for execution within the Mogno Platform ecosystem. The Marketplace operates under the “as is” availability regime, without guarantees of fitness for specific purposes or error-free operation.

25.1. Solutions in the Marketplace can be obtained through the following categories:

Free: No acquisition cost and no consumption of Marketplace Bonus.
One-shot (Single Payment): Grants a license for use upon a single payment via a digital payment platform, allowing partial or total use of Marketplace Bonus. This modality does not permit refunds.
Subscription fee (Monthly or Annual Subscription): Recurring payment for the use of a Solution within the Marketplace, without the possibility of using Marketplace Bonus.

25.2. The Marketplace Bonus is an incentive system operationalized via voucher or coupon, intended exclusively for the acquisition of application licenses in the One-shot modality. This bonus cannot be used for the payment of the Mogno plan subscription, recurring application contracts, or the acquisition of AI Credits. AI Credits remain the sole unit for the consumption of artificial intelligence via AI Assistants.

25.3. Upon acquiring an application in the Free and One-shot modalities, it will be made available to the User as a draft. The effective publication of this application is conditioned on the existence of a vacant space (App Slot) in the main plan contracted by the Mogno Client. If no App Slots are available, the User must remove an existing application (de-publish) or upgrade to a plan with greater capacity to process the new publication. Applications acquired via recurring subscription do not consume the main plan’s App Slots. As long as the subscription is active, the User will have the right to independently publish the referred application, including access to updates and new versions made available by the author on the Mogno Marketplace.

25.4. The right to make alterations, edits, and adaptations to the code or functionalities of the solutions is granted exclusively to Users who opt for the Free or One-Shot modality. The User is solely responsible for reviewing, testing, and validating any and all changes made to the software before its use in a commercial or critical environment.

25.5. If the Client and/or User acquires a solution from the Mogno Marketplace developed by a third-party provider, Mogno will not be responsible for the engagement, data transfer outside the platform, or support, with the terms being governed by the direct agreement between the User and the Provider. Listing an app on the Mogno Marketplace does not mean that Mogno endorses, supports, or guarantees the Provider or the solution.

TITLE 4 – GENERAL PROVISIONS

Term and Termination

These Terms shall remain in effect for an indefinite term and may be terminated by either Party at any time, without cause, and without any penalty, compensation, or reimbursement being payable by one Party to the other, upon thirty (30) days’ prior written notice.
Termination for insolvency, etc. These Terms may be terminated by either Party, regardless of prior notice, in the event of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Termination for breach of Terms. In case either Party fails to comply, in whole or in part, with their obligations arising from these Terms, and provided that the infraction is subject to rectification, the aggrieved Party may, through a Notice addressed to the defaulting Party, require the cessation and remediation of the breach within 15 (fifteen) days from receipt of such Notice.

28.1. The aggrieved Party may, after the aforementioned period has elapsed without the breach having been ceased and remedied, choose to immediately terminate these Terms upon a Notice addressed to the defaulting Party.

General Provisions on Termination and Expiration

Mogno may, whenever required by law or by an authority, keep a copy of such materials, information and/or documents, during the required period and only for the purposes provided for in the applicable legislation/decision.
All provisions in these Terms regarding confidentiality, intellectual property rights, limitation of liability and related provisions shall remain in effect for a period of 5 years after the expiration or termination hereof.

Confidentiality

The Parties expressly agree to keep confidential and not disclose or make available to any third parties any Confidential Information to which any of the Parties shall have access under these Terms.

31.1. The confidentiality required by this provision does not include Confidential Information of which disclosure is expressly authorized in writing in advance by the Party from which that information derives.

31.2. In case one of the Parties (the “Receiving Party”) is required by law or court order to disclose any Confidential Information, such Party shall immediately notify this requirement to the other Party (the “Disclosing Party”) so that the Disclosing Party can take reasonable measures to protect or prevent such mandatory disclosure, provided that none of the above should cause any loss, damage or penalty to the Receiving Party. The Receiving Party shall provide only the Confidential Information essentially required of it.

Protection of Personal Data

Each Party mutually undertakes to:

a) fully respect and comply with the provisions of the Personal Data Protection Regulations in force in their respective jurisdictions and comply with all laws, rules and regulations that may be issued or enforced by the competent authorities;
b) take full responsibility for the correct and due processing of personal data in a confidential manner, including the collection, use, treatment and storage of said information; for clarity sake, Mogno does not collect nor processes Sensitive Personal Data and/or any other applicable Personal Data Protection Regulations; and
c) treat all information and data to which it may have access under the Terms as strictly confidential and restricted, undertaking not to disclose it, in whole or in part, to any third parties. The use, exploitation or disclosure of such information to third parties is strictly forbidden, except the disclosure to the Party’s personnel and only to the extent necessary for the execution of the Services.

As far as it concerns the international transfer of information provided for by the applicable Personal Data Protection Regulations and/or any other applicable data protection act, the Client acknowledges and accepts that (i) Mogno shall use third party companies to make its Services available, such as GCP - Google Cloud Computing (https://cloud.google.com/terms), and (ii) the services provided by Google are subject to the limitations described on the link.

Intellectual Property

The Client acknowledges that Mogno is the sole holder of all Rights Related to Mogno Platform.

34.1. The Client represents and warrants that it shall not develop or assist in the development of any works deriving in whole or in part from Mogno Platform or the Rights Related to Mogno Platform, and undertakes (i) not to allow any third parties not related to the Client to access or view Mogno Platform or the Rights Related to Mogno Platform and (ii) not reproduce or copy any part or content of the system, as well as do not do reverse engineering of said software.

34.2. Nothing in these Terms is intended to grant any right or title to the other Party on any patent, copyright, trade secret or other intellectual property right, nor do these Terms grant any Party any right, title or license to the other’s Confidential Information. These Terms do not characterize any assignment of rights other than the temporary non-exclusive use right license to the Client.

34.3. Each Party acknowledges and agrees that a breach or potential breach of the other Party’s intellectual property rights may cause irreparable harm for which monetary damages shall not be an appropriate compensation, and agrees that, in the event of such breach or potential breach, the infringing Party shall be subject to precautionary, injunction and/or any other measures that may be made available in any court, without any requirement or obligation by the affected Party to provide security or other guarantee. Such remedies are not exclusive, and do not exclude possible compensation for losses and damages, including attorney’s fees.

34.4. No application for registration of intellectual property rights of any kind may be filed in the name of either Party, albeit after the expiration, early termination, or rescission of these Terms, if it arises from (i) Confidential Information or the intellectual property rights of the other Party known, disclosed, or received as a result of these Terms, or the use of the other Party’s resources, means, materials, working hours, premises and equipment.

Should one Party (the “Involved Party”) become involved in any claim brought by a third party (the “Claiming Party”) regarding the breach of the other Party’s copyright (the “Copyright Owner Party”), the Involved Party undertakes to notify the Copyright Owner Party, in writing, within no later than 5 (five) business days after it became aware of the claim. In case the Claiming Party assigns the Involved Party a shorter notice, the Copyright Owner Party should be notified within such shorter notice.
Mogno shall retain all rights, title and interest in and to Mogno Platform, including, without limitation, its software, source code, models, algorithms, databases, documentation, interfaces, APIs, designs, trademarks and any related technology, as well as any updates, improvements or derivatives thereof. Nothing in this Agreement shall be construed as granting the Client any ownership rights over Mogno Platform or its underlying technology.

36.1. Subject to Mogno’s ownership as set forth above, and to the extent permitted by applicable law, the Client shall own all rights, title and interest in and to the content, data, reports, software, text, images, or any other output generated through Mogno Platform from the Client’s prompts, data or instructions, as well as any code or material directly created, inserted, or edited by the Client within Mogno Platform.

36.2. Notwithstanding the Client’s ownership pursuant to paragraph 36.1, the Client hereby undertakes to use the software, code, or materials developed on Mogno Platform solely for its internal purposes or as part of the services provided to its own clients, provided that such software functions merely as a supporting tool and not as the primary deliverable or object of commercial charge. The Client shall not, under any circumstances, derive direct economic benefits from the commercialization, licensing, sublicensing, or distribution of the developed software, code, or materials, including, without limitation, by charging access fees, usage fees, per-user fees, or any other consideration from third parties specifically for the use of such software.

36.3. Mogno disclaims any ownership rights over the generated output and makes no representation or warranty regarding the existence, scope or enforceability of any intellectual property rights in such output.

36.4. The Client acknowledges that, due to the nature of artificial intelligence and machine learning, similar or identical outputs may be generated for other users. Accordingly, any rights assigned to the Client shall not extend to outputs generated for other customers or their users.

Information Security

As a premise for the execution of the Services, the provision and transfer of Confidential Information between the Parties through any means, electronic or otherwise, Mogno undertakes to use protection programs and/or resources that seek to prevent unauthorized access to Client’s data under Mogno’s responsibility.

37.1. Mogno undertakes to adopt secure encryption practices for protection against common security vulnerabilities and attacks.

37.2. The Client shall instruct its personnel and Mogno Platform users to exclusively use the functionality designated by Mogno as the secure tool for the transmission and sharing of confidential, restricted, or sensible information and documents of the Client, its business associates, clients, providers, shareholders, etc. Such information and documents should not be transmitted or shared by any other means, such as drives, removable media, WhatsApp, e-mails, etc. Mogno shall not be deemed responsible for the leak of information transmitted or shared in disagreement with this clause.

Anticorruption

The Parties represent and warrant, for themselves and on behalf of their shareholders, officers, directors, employees, and contractors, that they have not engaged, and will not engage during the term of these Terms, in any act or omission that would constitute a violation of any applicable anti-corruption or anti-bribery laws and regulations in their respective jurisdictions, including, without limitation, any act detrimental to national or foreign public administration or contrary to international anti-corruption commitments undertaken by their respective countries.

Compliance Channel

In partnership with Speakeasy, an independent and impartial company, Mogno provides a secure and confidential Compliance Channel. This channel is available to all suppliers, customers, and their employees as the designated platform for reporting any conduct or situation that may be inconsistent with Mogno’s values or the laws and regulations applicable to its activities. Reports may be submitted anonymously, and a protocol number will be issued to allow the reporter to follow up on the case. To file a report, please access [speaksafely.com/company/accountfy](https://speaksafely.com/company/accountfy).

Notices

If to Mogno, the Notices referred to in these Terms must be sent to the following email addresses:

Financial matters: invoicing@mogno.ai
Legal or compliance matters, and/or conflicts of interest: compliance@mogno.ai
Other matters: cs@mogno.ai

Miscellaneous

Assignment. In any way and under any circumstances, the Parties may not assign the rights arising from or in connection with these Terms to any third party without the prior and express consent of the other Party, apart from instances in which implementation is executed by a contractor hired by Mogno, who shall be liable before the Client for services provided by said contractor.

41.1. The Client accepts and agrees that Mogno may assign and transfer in whole or in part these Terms to a company controlling, or controlled by, Mogno to be incorporated in the United States of America.

Image Rights. The Client hereby authorizes Mogno to associate and disclose its name/logo in campaigns, media, website, social networks, videos, and/or advertising materials exclusively for the promotion and marketing of Mogno’s products and services to third parties. Mogno may not use, dispose of, disclose, or convey the Client’s name/logo for any purpose other than those referred to herein. Mogno shall take all necessary diligence and caution so as to use the Client’s name/logo in conformity with the Client’s trademark policies and instructions.
Waiver. No failure by any Party to insist upon the strict performance of any covenant, duty, agreement or condition of these Terms or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.
Electronic signature. The Parties hereby agree that these Terms and any other documents related thereto shall be electronically signed.
Jurisdiction. The Parties hereby elect the Court of Miami-Dade County, Florida, USA as the court with jurisdiction to settle any litigation or disputes arising from these Terms, and waive any other court, however privileged they might be.