Terms and Conditions

1. Definitions

"Xingu," "we," "us," or "our" refers to Xingu and its subsidiaries and affiliates.

"User," "you," or "your" refers to any individual or entity that accesses or uses our Services.

"Charge Point Operator" or "CPO" refers to businesses or individuals who operate electric vehicle charging stations using our platform.

"Platform" refers to the Xingu CPMS software, including web applications, APIs, and related tools.

"Charging Station" refers to electric vehicle charging equipment connected to and managed through our Platform.

2. Account Registration

To access certain features of our Services, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe may pose a security risk.

3. Use of Services

You may use our Services only for lawful purposes and in accordance with these Terms. You agree not to use our Services in any way that violates any applicable law or regulation.

You agree not to: (a) attempt to gain unauthorized access to our systems; (b) interfere with or disrupt the integrity or performance of our Services; (c) transmit any malware, viruses, or harmful code; (d) use our Services to infringe on the rights of others.

We grant you a limited, non-exclusive, non-transferable license to access and use our Services for your internal business purposes, subject to these Terms.

4. Charging Station Management

As a CPO using our Platform, you are responsible for: (a) ensuring your charging stations comply with all applicable laws, regulations, and safety standards; (b) maintaining your charging equipment in good working condition; (c) providing accurate information about your charging stations.

You acknowledge that Xingu provides a management platform and is not responsible for the physical operation, maintenance, or safety of your charging stations.

You agree to comply with all OCPP (Open Charge Point Protocol) standards and any other technical requirements specified by Xingu for integration with our Platform.

5. Fees and Payment

Our pricing is based on a pay-per-use model. You agree to pay all fees associated with your use of our Services as described in our pricing documentation.

Fees are calculated based on charging sessions processed through our Platform. We will provide you with detailed invoices showing all applicable charges.

Payment is due within the timeframe specified in your invoice. Late payments may result in suspension of Services and may incur additional fees as permitted by applicable law.

6. Roaming and Interoperability

Our Platform supports roaming through OCPI (Open Charge Point Interface) protocol, allowing drivers from other networks to use your charging stations.

By enabling roaming features, you agree to honor charging sessions initiated by roaming users and to comply with the terms of any roaming agreements facilitated through our Platform.

Revenue from roaming sessions will be settled according to the terms specified in your account settings and any applicable roaming partner agreements.

7. Data and Privacy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

You retain ownership of your business data uploaded to our Platform. You grant us a license to use this data to provide and improve our Services.

We implement appropriate security measures to protect your data, but you acknowledge that no system is completely secure and you use our Services at your own risk.

8. Intellectual Property

Xingu and its licensors own all intellectual property rights in our Services, including software, trademarks, and content. These Terms do not grant you any rights to use our intellectual property except as necessary to use our Services.

You retain ownership of any content you submit to our Platform. By submitting content, you grant us a worldwide, royalty-free license to use, reproduce, and display such content in connection with providing our Services.

You may not copy, modify, distribute, or reverse engineer any part of our Services without our prior written consent.

9. Disclaimers

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that our Services will be uninterrupted, error-free, or completely secure. We are not responsible for any delays, delivery failures, or other damage resulting from limitations of our Services.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, XINGU SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY.

Our total liability for any claims arising from or related to these Terms or our Services shall not exceed the amount you paid to us in the twelve (12) months preceding the claim.

These limitations apply regardless of the legal theory on which the claim is based and even if we have been advised of the possibility of such damages.

11. Indemnification

You agree to indemnify, defend, and hold harmless Xingu and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your use of our Services; (b) your violation of these Terms; (c) your violation of any rights of a third party.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

12. Term and Termination

These Terms remain in effect until terminated. You may terminate your account at any time by contacting us. We may suspend or terminate your access to our Services at any time for any reason, including violation of these Terms.

Upon termination, your right to use our Services will immediately cease. Provisions of these Terms that by their nature should survive termination shall survive, including intellectual property, disclaimers, limitations of liability, and indemnification.

We will provide you with reasonable notice before termination unless we believe immediate termination is necessary to protect our Services or other users.

13. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of Brazil, without regard to its conflict of law provisions.

Any disputes arising from or relating to these Terms or our Services shall be resolved through binding arbitration in São Paulo, Brazil, except that either party may seek injunctive relief in any court of competent jurisdiction.

You agree to resolve any disputes on an individual basis and waive any right to participate in class action lawsuits or class-wide arbitration.

14. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last updated" date.

Your continued use of our Services after any changes constitutes your acceptance of the new Terms. If you do not agree to the modified Terms, you should discontinue your use of our Services.

We encourage you to review these Terms periodically to stay informed about our terms of service.

15. General Provisions

These Terms constitute the entire agreement between you and Xingu regarding your use of our Services and supersede any prior agreements.

Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision or the right to enforce it.

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign our rights and obligations under these Terms without restriction.