Terms of Use : FRST Falconi

Terms of Use

FRST’S TERMS AND CONDITIONS OF USE

PLEASE READ THIS DOCUMENT CAREFULLY AS THE USE OF FRST SERVICES BY YOU DEMONSTRATES YOUR AGREEMENT WITH THESE TERMS.

By the present Terms and Conditions of Use, FRST – Falconi Road of Skills and Talents Treinamento e Desenvolvimento de Pessoas Ltda., limited company, headquartered in the City and State of São Paulo, at Av. Presidente Juscelino Kubitschek, nº 1.327 , 17th Floor., Itaim Bibi, registered with CNPJ/ME under the no. 34.639.121/0001-08 (“FRST Falconi”); and the Client, qualified in the Adhesion Term, part of these FRST’s Terms and Conditions of Use (“Terms and Conditions of Use”) and, also, as the consenting intervening party, FALCONI CONSULTORES SA, a corporation registered with CNPJ/MF under the no. 05.485.279/0001-64, with headquarters at Av. Presidente Juscelino Kubitscheck, nº 1327, Conj. 171 , in the City and State of São Paulo (“FALCONI”), hereby acknowledge and agrees the following, the content of which they mutually accept and declare to faithfully fulfill and respect, for themselves and their successors thereof.

The Terms and Conditions of Use described below apply to the use of the services offered by FRST Falconi on its digital platform currently known as “FRST – Falconi Road of Skills and Talents” (“FRST” or “Platform”) which aims to promote excellent professional development and training, in an intelligent, individualized, practical and interactive way.

The Client, when acquiring the product made available at FRST, must read and accept this instrument, as well as agree to the Participants’ Terms and Conditions of Use.

ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE IS ABSOLUTELY ESSENTIAL IR ORDER TO ACQUIRE AND UTILIZE FRST.

FRST FALCONI MAY CHANGE THESE TERMS AND CONDITIONS OF USE AT ANY TIME, BEING CERTAIN THAT, IN ORDER TO DO SO, FRST FALCONI MUST SEND A NOTICE TO THE CLIENT.

  1. SCOPE

1.1. The scope of these Terms and Conditions of Use is to establish the rules for the use of the Platform by the Client to hire one of the types of Learing Path ,properly detailed in Appendix I (“Learning Path”).

1.2. The Platform is hosted at a website on the Internet, accessible through the link www.master.frstfalconi.com, whose domain name is under the ownership and administration of FRST Falconi, and offers an online and interactive educational solution, with excellent content and application practice for professional development in a personalized way of the skills associated with the needs of each individual throughout their career.

1.3. To purchase any of Learning Path offered by the Platform, the Client may make the purchase in one of these two ways: directly through the website www.frstfalconi.com, subject to confirmation of payment by FRST Falconi or by signing the Adhesion Term.

1.4. Any Client that acquires the Program through a partner, hereby acknowledges and consents that the partner may share such Clients’s information with FRST Falconi to enable the access to FRST.

  1. REGISTRATION AND ACCESS TO PLATFORM

2.1. From the purchase of the Learning Path referred to in Clause 1.3 above, the following steps must be observed:

2.1.1. Upon confirmation of the acquisition of the Learning Path, under the terms of this instrument, the Client must register the following agents, through its legal representative:

(a) Client: inform (i) company’s corporate name, (ii) trade name, (iii) registration number in the National Register of Legal Entities – CNPJ, (iv) address, (v) number of licenses of the Road of Skills Program or number of programs, (vi) number of certifications, (vii) discount code, if any, (viii) name and surname of the legal representative, (ix) e registration number in the Individual Taxpayer Registry (CPF) of the legal representative (x) professional email of the legal representative; as well as adhere to the present Terms and Conditions of Use and all other policies and principles that govern it; and

 

(b) Manager: indicate 1 (one) Client’s employees designated to follow the employees’ Learning Path, informing its (i) first and last name, (ii) registration number in the Individual Taxpayer Register – CPF, (iii) corporate email, (iv) contact phone, (v) position and (vi) area in which it operates.

2.1.2. After completing the steps above, the Manager must register the Client’s employees (“Participants”) who will carry out the Learning Path, informing the following data: (i) name and surname, (ii) registration number in the Natural Persons Registry – CPF, (iii) corporate e-mail, (iv) telephone number, (v) position and (vi) area in which he operates.

2.2. The Parties agree, by this instrument, that it is not an obligation of FRST Falconi to correct the personal data of the Participants inserted by the Manager, and therefore, FRST Falconi is not liable in any away in respect to such data, whether civil or criminally, with respect to veracity, accuracy and authenticity of the registered data.

2.3. FRST Falconi hereby reserves the right to use all valid and possible means to identify users registered on the Platform, as well as to request any additional data and documents it deems necessary for this purpose.

2.3.1. If FRST Falconi verifies the existence of incorrect or untrue data, or if a Manager or a Participant refuses to send the required documents, FRST Falconi may block, temporarily suspend or definitively cancel the respective registrations on the Platform, as well as the Client’s registration, without prejudice to other measures that it deems necessary.

2.4. Respecting the criteria indicated in these Terms and Conditions of Use, solely 1 (one) registration can be made for each user of the Platform. FRST Falconi reserves the right to disable all entries made in duplicate, if any.

2.5. With regard to the access of the Platform by the Manager, it will be solely responsible for the transactions made on its account, by affixing password that is known exclusively by the Manager. Accordingly, the Manager recognizes that:

(a) from the first access, agrees whith these Client Terms and Conditions of Use, as well as the Participants Terms and Conditions of Use;(b) shall access your account through individual login and password; undertaking not to disclose this data to third parties and being fully responsible for its use; and

(c) it must notify FRST Falconi immediately, and through secure means, of any unauthorized use or access of its account.

2.6. Under no circumstances will the assignment, sale, rent or other form of account transfer by any user be permitted.

2.7. FRST Falconi reserves the right to refuse any registration request on the Platform and to cancel any previously accepted registration, provided that it does not comply with the policies and rules of these Terms and Conditions of Use.

2.8. Users of the Platform must be individuals who are civilly capable, in line with the civil legislation in force in Brazil.

2.8.1. If there is any Participant who is absolutely or relatively incapacitated (such as people under the age of eighteen), they must have permission from their parents, guardians or legal representatives, who shall be solely responsible for all acts performed by the incapacitated person, in the form of the law.

2.8.2. The Client must send the Participant’s authorization to FRST Falconi, through the channels available on the Platform, under penalty of not being granted access to it.

III. PURCHASE AND CANCELLATION CONDITIONS

3.1. The Client hereby acknowledges that the purchase of the Learning Path offered by the Platform will only be completed after acceptance of these Terms and Conditions of Use.

3.2. Payment for the purchased Learning Path can be made in the following ways: (i) in cash, or (ii) in installments.

3.2.1. In the case of purchase in installments, mentioned in Clause 3.2 above, the delay on the payment of any installment will give rise to the charge of an amount corresponding to 2% (two percent) of the sum due plus interest on a pro rata basis, of 1.4 % (one point four percent) per month, starting the collection of the interest on the due date.

3.2.2. In case the Client fails to make any payment on the due date, FRST Falconi will send, within up to 10 (ten) days from the due date, a written notification, indicating (i) the delay, (ii) the additional charges provided for in the Clause 3.2.1 above, and (iii) that said default will result in the cancellation of Participants’ access to the Platform if it is not regularized within an additional period of up to 5 (days) from receipt of the notification.

3.2.3. In the event that the Client withdraws from the acquisition of any of the Learning Path offered on the Platform, within a period of up to 7 (seven) calendar days after confirmation of the purchase, Client will be entitled to a refund of 100% (one hundred percent) of the paid amount.

3.2.4. The invoice, referring to the purchase made by the Client, will be issued by the company responsible for the sale of any of the Learning Path offered on the Platform, that is, FRST Falconi or FALCONI. The applicable tax withholdings will be highlighted on the referred invoice, in accordance with the applicable law.

3.2.5. In case of the Client’s withdrawal within the period mentioned on item 3.2.3. above, in which the payments due to FRST were made via a partner, the applicable refund will be made directly through said partners.

3.3. After this period, if the Client withdraws from the acquisition of any of the Learning Path offered within the scope of the Platform, and having not started the registration of any employee, it will be entitled to a refundof 50% (fifty percent) of the amount paid, regardless of the time remaining to complete the acquired license(s). However, if any Participant has already registered in the Platform, FRST Falconi will not be required to refund any amount to the Custmer, regardless of the time elapsed since the acquirement date.

3.3.1. In the event of withdrawal in accordance with Clause 3.3 above, involving Learning Path acquired through payment in installments, the Client will remain under the obligation to proceed with the payment of the corresponding installments, until FRST Falconi receives the amount corresponding to the established penalty for said cancellation.

  1. MODIFICATIONS TO TERMS AND CONDITIONS OF USE

4.1. FRST Falconi may, at any time, alter these Terms and Conditions of Use, for the purpose of improvement ofthe Platform and its content. In this case, FRST must notify the referred alterations to the Client by e-mail and through a message to the Manager viathe restricted area of ​​the Platform , being agreed between the Parties that the new Terms and Conditions of Use will come into force 5 (five) days after the delivery of the notice to the Client.

4.1.1. Within 5 (five) days from the disclosure of the alterations, the Manager must communicate to FRST Falconi, by e-mail, if the Client does not agree with the amended terms. In this case, the Parties will discuss how best to solve the issue.

4.1.2. If there is no manifestation within the period stipulated in Clause 4.1.1 above, it will be understood that the Client has tacitly accepted the new Terms and Conditions, so that this instrument will continue to bind the Parties.

  1. NON-EXCLUSIVITY

5.1. These Terms and Conditions of Use are accepted by the Client on a non-exclusive basis, and FRST Falconi is expressly authorized to enter into any other partnerships of the same nature with third parties.

  1. PRODUCTION OF CONTENT BY PARTICIPANTS

6.1. After the registration of Participants by the Manager, as provided in this instrument, an exclusive access area for the Participant will be automatically generated. Through this, the Participant will be able to fill in the data and information necessary to carry out his assessment and develop his skills.

6.1.1 The Participant is solely responsible for the information he/she inserts in his/her access area, including, in this context, the transmission of any content in this area or in the other means of interaction that will be made available, and FRST Falconi must be held harmless from any liability or damage that such information may cause.

6.1.2 FRST Falconi will monitor the information and content conveyed on the Platform by its Participants, in order to guarantee its quality standards, but will not assume any responsibilityin regards to the veracity, quality and/or damages caused by the information and content inserted in the Platform by the Participants.

6.1.3 If any content deemed inappropriate is identified, in its sole discretion, or if it is alerted by any third party about content improperly submitted on the Platform, FRST Falconi reserves the right to proceed with its removal, without the need for any prior notice to that effect, not relieving the Participant of any liability for the damages it may cause.

6.1.4 FRST Falconi may create communities on matters relevant to the Platform, bringing together other Participants with similar interests, having no responsibility for the exchange of information carried out by them.

6.2. FRST Falconi declares and warrants that (i) it does not intervene in any relationship between the Participants and the Client; and (ii) will not pay any kind of compensation to the Client due to the content sent by its Participants.

6.3. The Client and the Manager hereby declare that they have full knowledge and agree that the Participant is not allowed to:

(a) submit, on the Platform, any insults, obscene statements or any other content that may offend human dignity, that encourages or promotes any illegal activity (including, but not limited to, terrorism, incitement to racial hatred or whose publication may constitute itself a criminal offense);

(b) harm other Participants who use the Platform by installing computer viruses or other malicious software;

(c) submit, on the Platform, any misleading, inconvenient, threatening content, defamatory or tormenting;

(d) harass other Participants for their political or religious views;

(e) submit, on the Platform, any illegal content that may encourage criminal conduct, or that is in itself, a criminal action; and

(f) submit, on the Platform, content that violates the intellectual property of other people or image rights.

6.4. The Client further declares and warrants:

(i) to have full knowledge that the Participant, in the respective Terms and Conditions of Use signed by the Participant, guarantees to be the only and exclusive responsible for the content that it will make available through the Platform, as well as for the consequences resulting from its sending or publication, responding civilly and criminally for the content in reference, FRST Falconi having no responsibility for any of it;

(ii) to be aware that the Participant is strictly prohibited from submitting (a) any material or parts of material protected by copyright, trade secret or third parties, including privacy, property and advertising, without authorization from the respective author and/or the representative of the work; and (b) images of people without their prior authorization, under penalty of incurring the sanctions provided for in Brazilian law and in these Terms and Conditions of Use;

(iii) to be the owner or possess the licenses, rights, authorizations or permissions necessary to use all property rights, trademark, trade secret, right to image, copyright, connection or other proprietary rights or related to all and any material you may share on the Platform; and

(iv) that authorizes FRST Falconi, totally free of charge, on a universal basis, in a total, definitive, irrevocable and irreversible manner, to utilize, at any time, in Brazil and/or abroad, the content made available by the Participants on the Platform, at its sole discretion, without any remuneration being due to the Client.

6.5. The Client hereby expressly authorizes FRST Falconi to use its trade name and brand, in graphic, printed or digital materials, as a client of the Platform, at any time, during and after the term of this Agreement, without being due any payment or remuneration due to any title, by any of the Parties, for said authorization of use.

(i) The Client may request the interruption of the use of his trademark and trade name, as well as the withdrawal of any materials in circulation, by sending a written communication 30 (thirty) days in advance of the completed date. FRST Falconi will take the appropriate measures to meet the Client’s request in a reasonable time, except in cases of impossible compliance, such as materials already circulated and distributed, in online or physical format. The Client declares that he is aware that nothing will be due to him for compensation in this regard.

6.6. In the event that the Development Day is indicated for a Participant who may eventually disconnect from the Client or discontinue use of the Platform, the Client acknowledges that he will not be able to replace the referred Participants with another one, with no indemnity, payment or remuneration to the Client in this hypothesis.

VII. DEADLINES FOR THE USE OF THE PLATFORM

7.1. During the use of the Platform, the Client undertakes to ensure:

(i) the fulfillment of the qualification phase of all contracted licenses, understanding that this phase encompasses the entire period from the moment of the Manager’s registration to the Participants’ registration, within a maximum period of 3 (three) months;

(ii) compliance with the deadlines for completion of any type of Development;

(iii) access to the content, related to the program, which are made available on the Platform by FRST Falconi during the period in which they are available;

(iv) ensure the submission of content and filling in information on the Platform, by its Participants, in any type of Development Day, always in accordance with the terms and conditions contained in the Platform and previously defined by FRST Falconi; and

(v) the performance, when applicable: (a) of the assessments to be carried out by each Participant, (b) of the assessment according to the assessment of each Participant by the Manager; and (c) the analysis of the results by the Manager; all within the respective terms established in these Terms and Conditions of Use.

7.2. Specifically with respect to item (iii) above, the period of access to the content of each Learning Path, will be detailed in Annex I of this Term (Details of Learning Path).

7.3. In relation to the commitments assumed by the Client pursuant to Clause 7.1 above, if FRST Falconi grants, in an exceptional character, an additional term for the use of the remaining and unused licenses by the Client within the scope of the Platform, this fact will be characterized as mere liberality, all other terms applicable to the exercise of other rights or activities being unaltered.

7.4. Likewise, if FRST Falconi grants, on an exceptional basis, additional time for the fulfillment of the trail, content submission or information filling in the Platform, in any development modality, this fact will be characterized as mere liberality, remaining unchanged all other terms applicable to the exercise of other rights or activities.

7.5. During the use of the Platform, the Manager undertakes to provide data and fill in any information, always in accordance with the terms and conditions indicated on the Platform and previously defined by FRST Falconi.

 

VIII. INTELLECTUAL PROPERTY

8.1. The commercial use of the expression “FRST” as a brand, business name or domain name, as well as all content available on the Platform, including, but not limited to, brands, logos, texts, graphics, photographs, videos, audio content, screens, computer programs, databases, transmission files and other instruments that allow the Manager and Participants to access and use their accounts, are properties of FRST Falconi and are protected by international laws and treaties of copyright laws, trademarks, patents, models and industrial designs. Copying, reproduction, distribution, transmission, publication, connection or any other form of misuse of said content is prohibited, except with express authorization from FRST Falconi.

8.1.1. As a FRST licensee, FALCONI may also appear as a Learning Path trader, sublicensing content to Clients for the maximum duration and observing the conditions set out in the respective Attachments.

8.2. The Manager and the Client declare and acknowledge that the reproduction of any content on the Platform does not confer their ownership.

8.3. Any brands displayed on the Platform or any other website operated in conjunction with the Platform should not be considered as in the public domain and are the exclusive property of FRST Falconi, its partners or third party licensors, as the case may be.

8.4. The reproduction of the content available on the Platform without the proper authorization, or even without the corresponding citation and reference to the Platform will constitute an infringement of FRST Falconi’s intellectual property rights, and will subject the infringer (Client or Manager) to applicable administrative, civil and criminal sanctions.

8.5. The functionalities that make up the Platform are offered in the form of service provision, not giving the Manager or the Client any rights over the software used by FRST Falconi or its IT structures that support the Platform.

8.6. Should the Client and / or the Participant disclose or use any information related to the Service, FRST Falconi will be exempted from any liability.

  1. PRIVACY OF INFORMATION

9.1. All information or personal data provided by the Manager to FRST Falconi for the use of the “FRST” brand is stored on servers or high security magnetic media.

9.2. FRST Falconi will take all possible measures to maintain the necessary confidentiality and security, but will not be held liable for damages that may be derived from the violation of these measures by third parties using public networks or the internet, subverting the security systems to access the information of the Client, the Manager or the Participants.

9.2.1 FRST Falconi, when using any of the information treated in Clause 6.4 (iii) of these Terms and Conditions of Use, will not identify the ownership of the data, maintaining the anonymity of the Client, the Manager and the Participants.

9.3. In case of doubts about the protection of personal data or to obtain more information about personal data and the cases in which the confidentiality referred to in this Clause may be broken, the Client and the Manager should consult the Privacy and Data Protection Policy of FRST, which is an integral part of these Terms and Conditions of Use.

  1. CLIENT OBLIGATIONS

10.1. Under penalty of being banned from the Platform, the Client undertakes to:

(a) inform the Manager of these Terms and Conditions of Use and all the principles that govern it, as well as the Participants’ Terms and Conditions of Use and the Privacy and Data Protection Policy;

(b) inform the Manager that he shall use his best efforts to: (i) prevent unauthorized access or use of his account on the Platform, (ii) notify FRST Falconi of said unauthorized use; and (ii) not to transmit materials containing software viruses or other harmful codes, files, scripts, agents or computer programs.

(c) provide and keep updated the necessary data for registration of Participants on the Platform, as well as to provide any information requested by FRST Falconi for the execution of the Service;

(d) pay the remuneration for using the Platform;

(e) comply with the provisions of these Terms and Conditions of Use;

(f) make their best efforts to ensure that Participants comply with the obligations contained in the Terms and Conditions of Use that are relevant to them;

(g) make their best efforts to ensure that Participants do not perform activities that are prohibited for them;

(h) immediately inform FRST Falconi of any change in corporate control; and

(i) answer for possible violations by the Manager and / or the Participants the provisions of these Terms and Conditions of Use and all the principles that govern it, as well as the Participants’ Terms and Conditions of Use and the Privacy and Data Protection Policy.

10.2. The Client and the Manager are prohibited from using the Platform for any other purpose that is not foreseen in the description of the Development Day, as provided in the Preamble and Clause One of these Terms and Conditions of Use.

10.3. For security reasons, Client, Manager and/or Participant registrations may be suspended, at the discretion of FRST Falconi, if it suspects any illegitimacy, fraud or any other act contrary to the provisions of these Terms and Conditions of Use.

10.4. Without prejudice to other measures, FRST Falconi may warn, suspend or cancel, temporarily or permanently, the registration of the Client or Manager on the Platform, at any time, initiating the appropriate legal actions and / or suspending the provision of the Service if:

(a) the Client or the Manager does not fulfill any rights and obligations provided for in these Terms and Conditions of Use;

(b) the Client or the Manager performs fraudulent or intentional acts;

(c) the identity of the Manager or Participant cannot be verified; and

(d) understand that the content conveyed on the Platform, or any attitude of the Client or the Manager, has caused damage to third parties or to FRST Falconi itself or to the Platform or has the potential to do so.

10.5. In the event of disabling the Client or Manager’s registration, access to the Platform will be automatically canceled.

  1. PARTIES’ RESPONSIBILITIES

11.1. FRST Falconi is responsible for any damages caused to the Client due to defects or defects relating exclusively to the Platform, provided that FRST Falconi has given proven cause to said defects or defects, there being no mention of its liability for defects or technical defects and/or operational from the Client, Manager or third party system.

11.2. FRST Falconi is not responsible for or participates, in any way, in any contractual relationship established between the Client and third parties due to content conveyed in FRST.

11.3. The Client and the Manager are responsible for the improper use of any functionality of the Platform, being responsible for the use of their account, observing the Brazilian legislation in force.

11.4. The Manager will be responsible for any fraud carried out by himself or by third parties linked to him, in a virtual or physical environment, of culpable or intentional actions or omissions, or even, arising from the violation of any conditions established in these Terms and Conditions of Use.

11.4.1. FRST Falconi may retain or not carry out operations if, at its discretion, it checks the possibility that fraud or other crimes are being committed, whether virtual or physical, related to the Client or the Manager, and must inform them about such unlawful act within the term 15 (fifteen) days.

11.5. The Client will indemnify FRST Falconi, its subsidiaries, controlled or controlling companies, directors, administrators, employees, representatives and employees for any demand promoted by third parties arising from their activities on the Platform or for non-compliance with the Terms and Conditions of Use, and also, for violation of any law or third party rights, including lawyers’ fees.

XII. CONFIDENTIALITY

12.1. For the treatment of issues related to the attribution of confidentiality of these Terms and Conditions of Use, it is understood by:

(a) “Information”: the data, documents and materials that are relevant to it;

(b) “Confidential Information”: any and all information disclosed directly or indirectly by FRST Falconi, such as business models and strategies, product/system characteristics (pre-existing, new and under development), information about software, information involving law and industrial property or copyright, information about projects, software tools, hardware designs, algorithms, user interface design, documentation in any format, techniques and methods, formulas, demonstrations, contracts, presentations, reports, lists, prices, studies and market research. Confidential Information includes all and any content shared with the Client, due to the activities carried out by FRST Falconi, and all information provided (whether in written or oral form, directly or indirectly) by it, its representatives, directors, officers and employees, either before or after the date of consent with these Terms and Conditions of Use and marked, or indicated, as “Confidential” or similar, or whose recipient reasonably believes it to be Confidential Information due to its nature or the circumstances of the Development Day;

(c) “Authorized Persons”: Client representatives and attorneys, as well as the Manager, pursuant to these Terms and Conditions of Use; and

(d) “Secrecy”: protection against unauthorized treatment of Confidential Information.

12.2. The Confidential Information disclosed must be kept secret, and must not be disclosed to third parties or used for purposes other than those defined in this instrument, without due authorization from FRST Falconi.

12.3. Confidential Information may be contained or transmitted by any means, including, among others, written, graphic, verbal, mechanical, electronic, digital, magnetic or cryptographic means.

12.4. The Client hereby acknowledges that the Confidential Information is the exclusive property of FRST Falconi, constituting its trade secret, and agrees that the Confidential Information will be used only in the process of using the Platform, the Client being expressly prohibited from using the Confidential Information for any other purpose.

12.5. In case of doubt about the confidentiality of certain information, the Client must treat it confidentially until it is authorized to treat it differently by FRST Falconi. In no way will the FRST Falconi’s silence be interpreted as releasing the commitment to keep information confidential.

12.6. The Confidential Information provided should only be disclosed to Authorized Persons, to the strict extent that such disclosure is necessary, and the Client must inform them about the confidential nature of the Information, as well as making these persons treat such Information as confidential, as provided in these Terms and Conditions of Use.

12.7. The Client and the Manager agree not to reveal the clauses and conditions of these Terms and Conditions of Use, as well as the object of this instrument or any of its elements, without the prior written consent of FRST Falconi, except to its lawyers, auditors and accountants. .

12.8. The Client, without prejudice to the other obligations provided for in these Terms and Conditions of Use, undertakes to communicate to FRST Falconi in advance, in the event of a request for disclosure of Confidential Information due to compliance with the law, judicial determination or with the competent inspection agency of the activities involved by any of the Parties, being, in any of the cases, disclosed only within the limits strictly required for its disclosure.

12.9. Only grounds for exception to the obligation of secrecy will be legitimate, the occurrence of disclosure, in the cases in which the Information:

(a) is in the public domain prior to its disclosure to the Client, by legitimate sources other than FRST Falconi;

(b) it is already known to the Client when it is disclosed to the Client or its representatives, by legitimate sources other than FRST Falconi;

(c) become publicly available to third parties after disclosure to the Client, without such fact having occurred through fault or intent thereof;

(d) it has been proven, legally and legitimately, by another source that does not have, directly or indirectly, an obligation of confidentiality with the Client;

(e) whose disclosure to third parties (other than Authorized Persons) is previously and expressly authorized in writing by FRST Falconi; and

(f) is requested through a court order by a competent governmental authority, in which case the Client must notify FRST Falconi and its representatives of the order in advance, in addition to using commercially reasonable efforts to limit the extent of such opening.

12.10.The Client acknowledges that the breach of any of the confidentiality obligations mentioned in this Clause makes it subject to a fine on the amount of 50% (fifty percent) of the value of the contract between the Parties, in favor of FRST Falconi, in addition to the application of the applicable civil and criminal penalties, under the terms of the law, also committing itself to exempt and / or indemnify FRST Falconi from any and all damages, losses or liability that may be imputed or suffered by FRST Falconi.

XIII. GENERAL PROVISIONS

13.1. The Client declares that it is aware that the completion of any trail on the Platform does not guarantee the absorption of the knowledge dealt with there, and it is certain that the knowledge obtained with the Service will depend directly on the individual engagement of the Participants.

13.2. These Terms and Conditions of Use do not create any partnership, mandate, franchise or employment relationship between FRST Falconi and the Client or the Manager.

13.3. FRST Falconi is not responsible for any damage, or loss suffered by the Client due to failures on the internet, in the system or in the server resulting from third party conduct, unforeseeable circumstances or force majeure. FRST Falconi will also not be responsible for any virus that could attack the equipment of the Client or the Manager due to access, use or browsing internet or as a result of transferring data, files, images, text or audio.

13.4. The failure or tolerance of FRST Falconi to demand strict compliance with these Terms and Conditions of Use will not constitute novation or waiver, nor will it affect its rights, which may be exercised at any time.

13.5. All items in these Terms and Conditions of Use are governed by the laws in force in the Federative Republic of Brazil. For all matters relating to interpretation, compliance or any other question related to these Terms and Conditions of Use, the Parties agree to submit to the Central Forum of the District of São Paulo.

ANNEX I

DETAILING LEARNING PATH

By this instrument, and according to Clause 1ª of the Terms and Conditions of Use, the professional development and training service offered on the Platform can be performed through different Learning Path, as described below.

For each modality, there is a distinct operation flow, detailed in Annex II.

(A) Road of Skills PROGRAM

The Road of Skills Program comprises three important steps: (i) initial assessment to identify competency gaps; (ii) 3 (three) learning trails, which encompass all the tools of engagement and interaction for the development of the specific competences of each Participant and the seal of completion; and (iii) final assessment to identify the evolution in the development of their skills, in order to enable the next journey within the concept of lifelong learning.

  1. The initial assessment stage consists of the assessment of the main socio-emotional characteristics and competences of each Participant, being carried out immediately after the participant’s registration on the Platform.
  2. In order to map the socio-emotional characteristics and identify the skills gaps, the Participant needs to prepare an essay and / or answer various questions until it generates a content that presents between 600 (six hundred) and 1,200 (thousand and two hundred) words, at most. Based on this content, FRST, through an artificial intelligence system, will carry out an analysis of the Participant’s socio-emotional profile and opportunities for developing his skills.
  3. After the completion of 80% (eighty percent) of the initial assessment by the Participants, the Manager will be able to define the Service paths.

3.1. The Manager may choose to define individualized trails for each employee or define a standard trail for all employees.

3.2. The performance of the Manager in this phase, however, is restricted to the choice of the trail that will be offered to each Participant, and he cannot make any changes to the content of the assessment report.

  1. The 3 (three) trails lasts for the period of 4 (four) months, with the duration of 5 (five) weeks each. The trails are aimed at developing one or more of the Participants’ skills.
  2. Each trail consists of stages of theoretical and practical learning, with the submission of 1 (one) real project of practical application.

5.1. The theoretical learning stage comprises: (a) content, being: (i) trail’s menu, (ii) 1 (one) masterclass, (iii) Problem Based Learning – PBL, learning methodology based on the resolution of real problems, ( iv) video lessons, (v) interactive whitepaper (dynamic reading material to deepen the content), (vi) quizzes to assess the evolution of knowledge throughout the trail, (vii) study of pre-formatted cases, and (viii) podcast with responses from study carried out; as well as (b) interaction tools, being: (a) comments and annotations in video classes; (b) question and answer forum; and (iii) weekly mentoring sessions.

5.1.1. Weekly mentoring sessions will take place through lives with specialists of FRST Falconi carried out on a day and time predetermined by FRST Falconi, with the participation of all classes that start the same trail and are therefore not restricted to the participation of Client Participants. The sessions will also be recorded and will be available for consultation by the Participants throughout the execution of the respective trail.

5.2. The practical learning stage consists of the elaboration of 1 (one) project to be applied in a real case and the submission of the respective project on the Platform to: (i) allow collaboration in the peer-to-peer modality, where each Participant makes contributions in the other Participant’s project; and (ii) that can be presented in a live project discussion session with a Platform specialist.

5.2.1. The project discussion session will take place on a day and time predetermined by FRST Falconi, and will be restricted to Client Participants.

5.2.2. Collaboration in the analysis of the project between Participants will take place anonymously and will be mandatory for 1 (one) project defined at random, with the Participant being able to choose to analyze more than one project. This peer-to-peer collaboration will also be restricted to Client Participants.

5.2.3. The actual projects to be presented by the Participant in the discussion session of the project will be selected from: (i) free choice of the Participant and / or (ii) expert assessment by FRST Falconi, based on compliance with the practical application of the content in the construction of the actual project available within each trail.

5.2.4. The projects submitted on the Platform can also be presented at webinar with the participation of an expert from the Platform and members of the leadership of the Client.

5.3. Throughout the learning stages, the Manager will have access to reports on the evolution of the team that is in the development process, being able to monitor the engagement and performance of employees in the program.

5.4. Upon completing 1 (one) trail, consuming the content of the theoretical learning objects and submitting the actual project on the Platform, the Participant receives 1 (one) Trail Completion Seal.

  1. After completing the learning trail, the Participant will be able to take a new assessment to obtain an indication of the next steps of his development journey.
  2. The contents related to each trail will be available to the Participant for a period of 6 (six) months from the date that the trail starts, this period being limited to 12 (twelve) months from the beginning of the Road of Skills Program operation.

(B) SPECIALIZATION PROGRAM

The Specialization Program consists only of the theoretical and practical learning stages of 1 (one) trail during 5 (five) weeks and the same composition described in Clauses 5.1 and 5.2 of modality (A) of this Annex, with the respective receipt of the Trail Completion Seal at the end, respecting 85% (eighty five) percent of the consumption of theoretical learning objects, submission of the real project to the Platform, and at least 1 (one) peer-to-peer contribution by the Participant .

(C) FALCONI SOLUTIONS PROGRAM

The Falconi Solutions Program consists of 1 (one) theoretical learning trail consisting of (i) the trail’s menu, (ii) video lessons, (iii) complementary reading material to deepen the content, (iv) quizzes to evaluate the evolution of knowledge throughout the trail, (v) study of pre-formatted cases, and (vi) e-book defined based on the content of the trail.

  1. The trail will be available for access for 2 (two) months, so that it will not be possible to access any available content, produced or inserted during its execution under the FRST after this period.
  2. Upon completing the trail, consuming 85% (eighty five) percent of the content of the theoretical learning objects, the Participant will be entitled to receive 1 (one) Trail Completion Seal.
  3. During the theoretical learning steps mentioned above, the Manager will have access to reports on the evolution of the Participants, being able to monitor their engagement in the program; and after the completion of the trail by the Participants, the Manager may have access to the engagement results of each Participant.

(D) EXPONENCIAL ENTREPRENEURSHIP PROGRAM

The Exponential Entrepreneurship Program consists of different trails lasting 5 (five) weeks each, in which:

(i) The first week will be dedicated to the presentation of the trail, and introduction uses of the Platform;

(ii) The second, third and fourth weeks will be dedicated to the presentation of contents and practical actions for application, and

(iii) The fifth week will be the closure of the Program.

Each trail consists of learning tools which include: (i) video lessons, (ii) interactive whitepaper (dynamic reading material to deepen the contente); (iii) tool’s tips and (v) 4 (four) mentoring sessions.

The mentoring sessions will happen through lives with FRST Falconi specialists held on a day and time predetermined by FRST Falconi, with the participation of all Participants who start on the same trail, therefore, they are not restricted to the participation of professionals from one company only. The sessions will also be recorded and will be available for consultation by the Participants throughout the execution of the respective trail.

At the end of the trail, and conclude at least 85% (eighty five per cent) of the content and the “missions of the week” , the respective Seal of Completion of the trail will be made available.

The content of the trail will be available for access for 120 (one hundred and twenty) days. After the reffered period, it will not be possible to access any content, produced or inserted on the Platform.

(E) DEVELOPMENT CHALLENGE PROGRAM

The Development Challenge Program comprises two important stages:

(i) Initial diagnosis

Microcompany – Identification of business gaps; and

Small and Medium Companies – identification of business and skills gaps.

(ii) Learning trail

06-month plan – comprising of 02 (two) trails, lasting 03 (three) months each, which includes all the engagement and interaction tools for the development of the specific content of each trail and the Seal of Completion (for the acquisition of the referred seal, 85% (eighty-five per cent) completion of the trail is required for Microcompanies and 85% (eighy-five per cent) plus Project Delivery for Small and Medium Companies); or

24-month plan – consisting of 08 (eight) trails, lasting 03 (three) months each, , which includes all the engagement and interaction tools for the development of the specific content of each trail and the Seal of Completion (for the acquisition of the referred seal, 85% (eighty-five per cent) completion of the trail is required for Microcompanies and 85% (eighy-five per cent) plus Project Delivery for Small and Medium Companies).

  1. After the Participants have completed 100% (one hundred percent) of the initial diagnosis, FRST will define the trail based on the results of the evaluations. If 100% (one hundred per cent) of the diagnoses do not occur, the trail for the other Participants will be generic or will be the replica of the others;
  2. In the event that none of the Participants carry out the evaluations within the period of 7 (seven) days, said period will be postponed for additional 7 (seven) days, and so on, until the completion of 30 (thirty) days. If there are still no respondents, the indicated trail will be generic;
  3. The Participants will be in the same class, the start date being the same for everyone; and
  4. Each trail consists of stages of theoretical and practical learning (in the case of Small and Medium Companies, there is also the submission of 1 (one) real project of practical application).

4.1 The theoretical learning stage includes: (a) content with different learning tools (examples: masterclass, learning methodology based on solving real problems, video lessons, dynamic reading material to deepen the content, quizzes to assess the evolution knowledge along the trail), (b) collaboration tools and interaction sessions with experts.

4.2 The interaction sessions will take place through a webinar with FRST Falconi specialists on a day and time predetermined by the FRST Falconi, with the participation of all Participants and classes that started the same trail and are therefore not restricted to the participation of the Client’s Participants. The sessions will also be recorded and made available for consultation by the Participants throughout the execution of the respective trail.

4.3 For Small and Medium Companies, the practical learning stage consists of the elaboration of 01 (one) project to be applied in a real case and the submission of the respective project on the Platform to allow collaboration in the peer-to-peer modality, in which each Participant makes contributions to another Participant’s project.

4.4 Collaboration in the analysis of the project between Participants will take place anonymously and will be mandatory for 01 (one) project defined randomly, with the Participant being able to choose to analyze more than one project.

  1. Throughout the learning stages, the Manager will have access to reports on the evolution of the Participants who are in the development process, and, therefore, is able to monitor the engagement and performance of the Client’s employees in the Program.
  2. The Participant will receive 01 (one) Seal of Completion for each completed trail:

6.1 Small and Medium Companies – by consuming the content of theoretical learning tools and submitting the real project on the Platform; and

6.2 Microcompanies – by performing the mandatory check-list.

  1. The content related to each trail will be made available to the Participant for a period of:

7.1 06-month plan – 06 (six) months from the date the trail starts, this period being limited to the maximum of 10 (ten) months from the beginning of the Program’s operation; and

7.2 24-month plan – 24 (twenty-four) months from the date on which the trail starts, this period being limited to the maximum of 30 (thirty) months from the beginning of the Program’s operation.

  1. Clients will be granted a number of licenses compatible with their companies’ size, being considered:

8.1 Microcompanies: minimum/maximum of 02 (two) Participants;

8.2 Small Companies: minimum 02 (two) and maximum of 04 (four) Participants;

8.3 Medium-sized Companies: minimum 02 (two) and maximum 08 (eight) Participants.

  1. The Manager account does not require a license. Thus, each type of Company can have up to 2 (two) more accesses to the Platform, though with different configurations than the Manager’s account. However, if the Manager is also a Participant, then it shall require an additional license.

(F) FRST JOB PROGRAM

The FRST JOB Program is composed of two important steps: (i) initial assessment to identify competency gaps and (ii) 1 (one) learning trails.

  1. The initial assessment stage consists of the assessment of the main socio-emotional characteristics and competences of each Participant, being carried out immediately after the participant’s registration on the Platform.
  2. In order to map the socio-emotional characteristics and identify the skills gaps, the Participant needs to prepare an essay and / or answer various questions until it generates a content that presents between 600 (six hundred) and 1,200 (thousand and two hundred) words, at most.
  3. The program last 5 (five) weeks and it is composed of stages of theoretical and practical learning, with the submission of 1 (one) real project of practical application and 1 (one) project of career path.
  4. The theoretical learning stage comprises: (a) content, being: (i) trail’s menu, (ii) video-lessons, (iii) interactive whitepaper (dynamic reading material to deepen the content); (iv) Problem Based Learning – PBL, learning methodology based on the resolution of real problems, (v) checklist to assess the evolution of knowledge throughout the trail; as well as (b) interaction tools, being: (a) comments and annotations in video classes; (b) question and answer forum; and (iii) weekly mentoring sessions.
  5. The practical learning stage consists of the elaboration of 1 (one) project of career path and 1 (one) project to be applied in a real case and the submission of the respective project on the Platform to: (i) allow collaboration in the peer-to-peer modality, where each Participant makes contributions in the other Participant’s project; and (ii) that can be presented in a live project discussion session with a Platform specialist.

5.1. The project discussion session will take place on a day and time predetermined by FRST Falconi, and will be restricted to Client Participants.

5.1.2. Collaboration in the analysis of the project between Participants will take place anonymously and will be mandatory for 1 (one) project defined at random, with the Participant being able to choose to analyze more than one project. This peer-to-peer collaboration will also be restricted to Client Participants.

5.1.3. The actual projects to be presented by the Participant in the discussion session of the project will be selected from: (i) free choice of the Participant and / or (ii) expert assessment by FRST Falconi, based on compliance with the practical application of the content in the construction of the actual project available within each trail.

  1. Upon completing the program, consuming 85% (eighty five percent) of content of the theoretical learning objects, submitting the actual project and the career plan project on the Platform and making at least 1 (one) contribution peer-to-peer, the Participant receives 1 (one) Seal of Completion.
  2. The content of the program will be available for access for 90 (ninety) days. After the reffered period, it will not be possible to access any content, produced or inserted on the Platform.

 

ANNEX II

OPERATING FLOWS

Under this instrument, and as provided in Annex I to the Terms and Conditions of Use, each Learning Path offered on the Platform has different operating flows, detailed below.

(A) Road of Skills PROGRAM

  1. For the Road of Skills Program format, after confirming the purchase, FRST Falconi has a maximum period of 5 (five) business days to allow the Manager’s access to the Platform.
  2. From the first access, the Manager must register the Participants on the Platform, according to the number of licenses acquired, observing the rules below:

(i) the Manager must have registered 100% (one hundred percent) of the licenses acquired to start the Client’s first operation flow; and

(ii) the Manager must register and enroll all Participants in the intended learning trails within a period of 3 (three) months, counting from the release of the Manager’s access. After the expiry of this period, the licenses will expire; and

  1. The Manager must define the deadline for the Participants to carry out the initial assessment and release them so that they can carry out the assessment in the form detailed in the form of these Terms and Conditions of Use. After completing the assessment, the Client cannot substitute his Participant’s license for another employee.

3.1. The Manager must also determine the start date of each learning trial among options pre-defined by FRST Falconi, so that the Participants’ enrollments are effective.

3.2. As indicated in these Terms and Conditions of Use, the Manager will be able to define the Participants’ trail after the completion of 80% (eighty percent) of the assessments. However, if this percentage is not reached by the date established by the Manager, only 1 (one) extension of the deadline for its completion will be allowed.

3.3. Within 5 (five) working days from the date of completion of the learning trail by the Participants, the Manager may release the performance of a new assessment, and may not exceed the deadline of 1 (one) month from the date release.

(B) SPECIALIZATION PROGRAM

  1. For the format of the Specialization Program, after the confirmation of purchase, FRST Falconi has a maximum period of 5 (five) working days to allow the Participants access to FRST.
  2. The provisions of Clause 3 above, referring to the Road of Skills Program shall apply, to the extent applicable, solely related to the activities and deadlines of the acquired trail. In this format, interactions of the Participants in the mentoring and project discussion sessions will not be restricted to Client’s Participants.

(C) FALCONI SOLUTIONS’ PROGRAM

  1. For the Falconi Solutions Program, after confirmation of purchase, FRST Falconi has a maximum period of 5 (five) working days to allow the Manager’s access to FRST.
  2. From the first access, the Manager must register the Participants in the FRST, according to the number of licenses acquired, as per these Terms and Conditions of Use, noting that:

(i) the Manager must have registered 100% (one hundred percent) of the licenses acquired to start the Client’s first operation flow; and

(ii) the Manager must register and enroll all Participants in the intended program within a period of 3 (three) months, counting from the release of their access. After the expiry of this period, the licenses will expire.

  1. The Manager must also determine the start date of the program among pre-defined options by FRST Falconi, so that the enrollments of the Participants are effective.

(D) EXPONENTIAL ENTREPRENEURSHIP PROGRAM

  1. For the Exponential Entrepreneur Program format, after the confirmation of purchase, FRST Falconi has a maximum period of 5 (five) working days to allow the Manager’s access to FRST.
  2. From the first access, the Manager must register the Participants in the Platform, according to the number of licenses acquired, in accordance with these Terms and Conditions of Use, observing that:

(i) the Manager must have registered 100% (one hundred percent) of the licenses acquired to start the first flow of operation of the Client; and

(ii) the Manager must register and enroll all Participants in the intended journey within a period of 3 (three) months from the granting of their access. After the expiry of this period, licenses that have not been registered will expire.

(iii) in caso of single participant, regards to this this flow , this one will be consider as a Manager

  1. The Manager must also meet the start date of the trail informed by FRST.

(E) DEVELOPMENT CHALLENGE PROGRAM

  1. The Development Challenge Program is a product purchased through a partner company, which grants credit to its customers, and offers the Program with special conditions.
  2. In the event that the release of the credit by the Partner occurs with an additional advance amount for the payment of the Program directly to the Client, the Client will make the payment to FRST Falconi.

2.1. Clients who applied for a credit with the partner company until March 2021 and joined this Program will have a reduction of the interest rate, upon proof of payment to FRST, which will then inform the Partner to effectivate the discount.

  1. In the cases in which there is no release of the additional credit by the partner company to the Client, the partner company will make the payment directly to FRST.
  2. After confirming the purchase, FRST Falconi has a maximum period of 5 (five) working days to grant access to FRST to the Manager.
  3. FRST Falconi will send the instructions for the first access on the Platform, in which the Client’s information must be confirmed and the registration of the Manager responsible for the Program must be made.
  4. The Manager must inform the date on which it wishes to start the program, according to the FRST calendar, and register the Participants on the Platform, in accordance with clause 2.1.2. herein to start the first flow of operation.
  5. Kickoff dates (initial meeting) will be previously informed according to the FRST calendar.
  6. After the initial kickoff meeting, the diagnoses will be made available to the Participants, which will then have a minimum period of 07 (seven) days and a maximum period of 30 (thirty) days to complete them, as already mentioned in these Terms of Use.
  7. The trails will be suggested according to the diagnosis made and will be presented to the Participants, who then will be able to request changes, if any, up to 3 (three) working days before the beginning of the classes.

(F) FRST JOB PROGRAM

  1. For the FRST JOB Program format, after the confirmation of purchase, FRST Falconi has a maximum period of 5 (five) working days to allow the Manager’s access to FRST.
  2. From the first access, the Manager must register the Participants in the Platform, according to the number of licenses acquired, in accordance with these Terms and Conditions of Use, observing that:

(i) the Manager must have registered 100% (one hundred percent) of the licenses acquired to start the first flow of operation of the Client; and

(ii) the Manager must register and enroll all Participants in the intended journey within a period of 3 (three) months from the granting of their access. After the expiry of this period, licenses that have not been registered will expire.

(iii) in caso of single participant, regards to this this flow , this one will be consider as a Manager

  1. The Manager must also meet the start date of the trail informed by FRST.

 

FRST’S TERMS AND CONDITIONS OF USE

PLEASE READ THIS DOCUMENT CAREFULLY AS THE USE OF FRST SERVICES BY YOU DEMONSTRATES YOUR AGREEMENT WITH THESE TERMS.

By the present Terms and Conditions of Use, FRST – Falconi Road of Skills and Talents Treinamento e Desenvolvimento de Pessoas Ltda., limited company, headquartered in the City and State of São Paulo, at Av. Presidente Juscelino Kubitschek, nº 1.327 , 17th Floor., Itaim Bibi, registered with CNPJ/ME under the no. 34.639.121/0001-08 (“FRST Falconi”); and the Client, qualified in the Adhesion Term, part of these FRST’s Terms and Conditions of Use (“Terms and Conditions of Use”) and, also, as the consenting intervening party, FALCONI CONSULTORES SA, a corporation registered with CNPJ/MF under the no. 05.485.279/0001-64, with headquarters at Av. Presidente Juscelino Kubitscheck, nº 1327, Conj. 171 , in the City and State of São Paulo (“FALCONI”), hereby acknowledge and agrees the following, the content of which they mutually accept and declare to faithfully fulfill and respect, for themselves and their successors thereof.

The Terms and Conditions of Use described below apply to the use of the services offered by FRST Falconi on its digital platform currently known as “FRST – Falconi Road of Skills and Talents” (“FRST” or “Platform”) which aims to promote excellent professional development and training, in an intelligent, individualized, practical and interactive way.

The Client, when acquiring the product made available at FRST, must read and accept this instrument, as well as agree to the Participants’ Terms and Conditions of Use.

ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE IS ABSOLUTELY ESSENTIAL IR ORDER TO ACQUIRE AND UTILIZE FRST.

FRST FALCONI MAY CHANGE THESE TERMS AND CONDITIONS OF USE AT ANY TIME, BEING CERTAIN THAT, IN ORDER TO DO SO, FRST FALCONI MUST SEND A NOTICE TO THE CLIENT.

  1. SCOPE

1.1. The scope of these Terms and Conditions of Use is to establish the rules for the use of the Platform by the Client to hire one of the types of Learing Path ,properly detailed in Appendix I (“Learning Path”).

1.2. The Platform is hosted at a website on the Internet, accessible through the link www.master.frstfalconi.com, whose domain name is under the ownership and administration of FRST Falconi, and offers an online and interactive educational solution, with excellent content and application practice for professional development in a personalized way of the skills associated with the needs of each individual throughout their career.

1.3. To purchase any of Learning Path offered by the Platform, the Client may make the purchase in one of these two ways: directly through the website www.frstfalconi.com, subject to confirmation of payment by FRST Falconi or by signing the Adhesion Term.

1.4. Any Client that acquires the Program through a partner, hereby acknowledges and consents that the partner may share such Clients’s information with FRST Falconi to enable the access to FRST.

  1. REGISTRATION AND ACCESS TO PLATFORM

2.1. From the purchase of the Learning Path referred to in Clause 1.3 above, the following steps must be observed:

2.1.1. Upon confirmation of the acquisition of the Learning Path, under the terms of this instrument, the Client must register the following agents, through its legal representative:

(a) Client: inform (i) company’s corporate name, (ii) trade name, (iii) registration number in the National Register of Legal Entities – CNPJ, (iv) address, (v) number of licenses of the Road of Skills Program or number of programs, (vi) number of certifications, (vii) discount code, if any, (viii) name and surname of the legal representative, (ix) e registration number in the Individual Taxpayer Registry (CPF) of the legal representative (x) professional email of the legal representative; as well as adhere to the present Terms and Conditions of Use and all other policies and principles that govern it; and

 

(b) Manager: indicate 1 (one) Client’s employees designated to follow the employees’ Learning Path, informing its (i) first and last name, (ii) registration number in the Individual Taxpayer Register – CPF, (iii) corporate email, (iv) contact phone, (v) position and (vi) area in which it operates.

2.1.2. After completing the steps above, the Manager must register the Client’s employees (“Participants”) who will carry out the Learning Path, informing the following data: (i) name and surname, (ii) registration number in the Natural Persons Registry – CPF, (iii) corporate e-mail, (iv) telephone number, (v) position and (vi) area in which he operates.

2.2. The Parties agree, by this instrument, that it is not an obligation of FRST Falconi to correct the personal data of the Participants inserted by the Manager, and therefore, FRST Falconi is not liable in any away in respect to such data, whether civil or criminally, with respect to veracity, accuracy and authenticity of the registered data.

2.3. FRST Falconi hereby reserves the right to use all valid and possible means to identify users registered on the Platform, as well as to request any additional data and documents it deems necessary for this purpose.

2.3.1. If FRST Falconi verifies the existence of incorrect or untrue data, or if a Manager or a Participant refuses to send the required documents, FRST Falconi may block, temporarily suspend or definitively cancel the respective registrations on the Platform, as well as the Client’s registration, without prejudice to other measures that it deems necessary.

2.4. Respecting the criteria indicated in these Terms and Conditions of Use, solely 1 (one) registration can be made for each user of the Platform. FRST Falconi reserves the right to disable all entries made in duplicate, if any.

2.5. With regard to the access of the Platform by the Manager, it will be solely responsible for the transactions made on its account, by affixing password that is known exclusively by the Manager. Accordingly, the Manager recognizes that:

(a) from the first access, agrees whith these Client Terms and Conditions of Use, as well as the Participants Terms and Conditions of Use;(b) shall access your account through individual login and password; undertaking not to disclose this data to third parties and being fully responsible for its use; and

(c) it must notify FRST Falconi immediately, and through secure means, of any unauthorized use or access of its account.

2.6. Under no circumstances will the assignment, sale, rent or other form of account transfer by any user be permitted.

2.7. FRST Falconi reserves the right to refuse any registration request on the Platform and to cancel any previously accepted registration, provided that it does not comply with the policies and rules of these Terms and Conditions of Use.

2.8. Users of the Platform must be individuals who are civilly capable, in line with the civil legislation in force in Brazil.

2.8.1. If there is any Participant who is absolutely or relatively incapacitated (such as people under the age of eighteen), they must have permission from their parents, guardians or legal representatives, who shall be solely responsible for all acts performed by the incapacitated person, in the form of the law.

2.8.2. The Client must send the Participant’s authorization to FRST Falconi, through the channels available on the Platform, under penalty of not being granted access to it.

III. PURCHASE AND CANCELLATION CONDITIONS

3.1. The Client hereby acknowledges that the purchase of the Learning Path offered by the Platform will only be completed after acceptance of these Terms and Conditions of Use.

3.2. Payment for the purchased Learning Path can be made in the following ways: (i) in cash, or (ii) in installments.

3.2.1. In the case of purchase in installments, mentioned in Clause 3.2 above, the delay on the payment of any installment will give rise to the charge of an amount corresponding to 2% (two percent) of the sum due plus interest on a pro rata basis, of 1.4 % (one point four percent) per month, starting the collection of the interest on the due date.

3.2.2. In case the Client fails to make any payment on the due date, FRST Falconi will send, within up to 10 (ten) days from the due date, a written notification, indicating (i) the delay, (ii) the additional charges provided for in the Clause 3.2.1 above, and (iii) that said default will result in the cancellation of Participants’ access to the Platform if it is not regularized within an additional period of up to 5 (days) from receipt of the notification.

3.2.3. In the event that the Client withdraws from the acquisition of any of the Learning Path offered on the Platform, within a period of up to 7 (seven) calendar days after confirmation of the purchase, Client will be entitled to a refund of 100% (one hundred percent) of the paid amount.

3.2.4. The invoice, referring to the purchase made by the Client, will be issued by the company responsible for the sale of any of the Learning Path offered on the Platform, that is, FRST Falconi or FALCONI. The applicable tax withholdings will be highlighted on the referred invoice, in accordance with the applicable law.

3.2.5. In case of the Client’s withdrawal within the period mentioned on item 3.2.3. above, in which the payments due to FRST were made via a partner, the applicable refund will be made directly through said partners.

3.3. After this period, if the Client withdraws from the acquisition of any of the Learning Path offered within the scope of the Platform, and having not started the registration of any employee, it will be entitled to a refundof 50% (fifty percent) of the amount paid, regardless of the time remaining to complete the acquired license(s). However, if any Participant has already registered in the Platform, FRST Falconi will not be required to refund any amount to the Custmer, regardless of the time elapsed since the acquirement date.

3.3.1. In the event of withdrawal in accordance with Clause 3.3 above, involving Learning Path acquired through payment in installments, the Client will remain under the obligation to proceed with the payment of the corresponding installments, until FRST Falconi receives the amount corresponding to the established penalty for said cancellation.

  1. MODIFICATIONS TO TERMS AND CONDITIONS OF USE

4.1. FRST Falconi may, at any time, alter these Terms and Conditions of Use, for the purpose of improvement ofthe Platform and its content. In this case, FRST must notify the referred alterations to the Client by e-mail and through a message to the Manager viathe restricted area of ​​the Platform , being agreed between the Parties that the new Terms and Conditions of Use will come into force 5 (five) days after the delivery of the notice to the Client.

4.1.1. Within 5 (five) days from the disclosure of the alterations, the Manager must communicate to FRST Falconi, by e-mail, if the Client does not agree with the amended terms. In this case, the Parties will discuss how best to solve the issue.

4.1.2. If there is no manifestation within the period stipulated in Clause 4.1.1 above, it will be understood that the Client has tacitly accepted the new Terms and Conditions, so that this instrument will continue to bind the Parties.

  1. NON-EXCLUSIVITY

5.1. These Terms and Conditions of Use are accepted by the Client on a non-exclusive basis, and FRST Falconi is expressly authorized to enter into any other partnerships of the same nature with third parties.

  1. PRODUCTION OF CONTENT BY PARTICIPANTS

6.1. After the registration of Participants by the Manager, as provided in this instrument, an exclusive access area for the Participant will be automatically generated. Through this, the Participant will be able to fill in the data and information necessary to carry out his assessment and develop his skills.

6.1.1 The Participant is solely responsible for the information he/she inserts in his/her access area, including, in this context, the transmission of any content in this area or in the other means of interaction that will be made available, and FRST Falconi must be held harmless from any liability or damage that such information may cause.

6.1.2 FRST Falconi will monitor the information and content conveyed on the Platform by its Participants, in order to guarantee its quality standards, but will not assume any responsibilityin regards to the veracity, quality and/or damages caused by the information and content inserted in the Platform by the Participants.

6.1.3 If any content deemed inappropriate is identified, in its sole discretion, or if it is alerted by any third party about content improperly submitted on the Platform, FRST Falconi reserves the right to proceed with its removal, without the need for any prior notice to that effect, not relieving the Participant of any liability for the damages it may cause.

6.1.4 FRST Falconi may create communities on matters relevant to the Platform, bringing together other Participants with similar interests, having no responsibility for the exchange of information carried out by them.

6.2. FRST Falconi declares and warrants that (i) it does not intervene in any relationship between the Participants and the Client; and (ii) will not pay any kind of compensation to the Client due to the content sent by its Participants.

6.3. The Client and the Manager hereby declare that they have full knowledge and agree that the Participant is not allowed to:

(a) submit, on the Platform, any insults, obscene statements or any other content that may offend human dignity, that encourages or promotes any illegal activity (including, but not limited to, terrorism, incitement to racial hatred or whose publication may constitute itself a criminal offense);

(b) harm other Participants who use the Platform by installing computer viruses or other malicious software;

(c) submit, on the Platform, any misleading, inconvenient, threatening content, defamatory or tormenting;

(d) harass other Participants for their political or religious views;

(e) submit, on the Platform, any illegal content that may encourage criminal conduct, or that is in itself, a criminal action; and

(f) submit, on the Platform, content that violates the intellectual property of other people or image rights.

6.4. The Client further declares and warrants:

(i) to have full knowledge that the Participant, in the respective Terms and Conditions of Use signed by the Participant, guarantees to be the only and exclusive responsible for the content that it will make available through the Platform, as well as for the consequences resulting from its sending or publication, responding civilly and criminally for the content in reference, FRST Falconi having no responsibility for any of it;

(ii) to be aware that the Participant is strictly prohibited from submitting (a) any material or parts of material protected by copyright, trade secret or third parties, including privacy, property and advertising, without authorization from the respective author and/or the representative of the work; and (b) images of people without their prior authorization, under penalty of incurring the sanctions provided for in Brazilian law and in these Terms and Conditions of Use;

(iii) to be the owner or possess the licenses, rights, authorizations or permissions necessary to use all property rights, trademark, trade secret, right to image, copyright, connection or other proprietary rights or related to all and any material you may share on the Platform; and

(iv) that authorizes FRST Falconi, totally free of charge, on a universal basis, in a total, definitive, irrevocable and irreversible manner, to utilize, at any time, in Brazil and/or abroad, the content made available by the Participants on the Platform, at its sole discretion, without any remuneration being due to the Client.

6.5. The Client hereby expressly authorizes FRST Falconi to use its trade name and brand, in graphic, printed or digital materials, as a client of the Platform, at any time, during and after the term of this Agreement, without being due any payment or remuneration due to any title, by any of the Parties, for said authorization of use.

(i) The Client may request the interruption of the use of his trademark and trade name, as well as the withdrawal of any materials in circulation, by sending a written communication 30 (thirty) days in advance of the completed date. FRST Falconi will take the appropriate measures to meet the Client’s request in a reasonable time, except in cases of impossible compliance, such as materials already circulated and distributed, in online or physical format. The Client declares that he is aware that nothing will be due to him for compensation in this regard.

6.6. In the event that the Development Day is indicated for a Participant who may eventually disconnect from the Client or discontinue use of the Platform, the Client acknowledges that he will not be able to replace the referred Participants with another one, with no indemnity, payment or remuneration to the Client in this hypothesis.

VII. DEADLINES FOR THE USE OF THE PLATFORM

7.1. During the use of the Platform, the Client undertakes to ensure:

(i) the fulfillment of the qualification phase of all contracted licenses, understanding that this phase encompasses the entire period from the moment of the Manager’s registration to the Participants’ registration, within a maximum period of 3 (three) months;

(ii) compliance with the deadlines for completion of any type of Development;

(iii) access to the content, related to the program, which are made available on the Platform by FRST Falconi during the period in which they are available;

(iv) ensure the submission of content and filling in information on the Platform, by its Participants, in any type of Development Day, always in accordance with the terms and conditions contained in the Platform and previously defined by FRST Falconi; and

(v) the performance, when applicable: (a) of the assessments to be carried out by each Participant, (b) of the assessment according to the assessment of each Participant by the Manager; and (c) the analysis of the results by the Manager; all within the respective terms established in these Terms and Conditions of Use.

7.2. Specifically with respect to item (iii) above, the period of access to the content of each Learning Path, will be detailed in Annex I of this Term (Details of Learning Path).

7.3. In relation to the commitments assumed by the Client pursuant to Clause 7.1 above, if FRST Falconi grants, in an exceptional character, an additional term for the use of the remaining and unused licenses by the Client within the scope of the Platform, this fact will be characterized as mere liberality, all other terms applicable to the exercise of other rights or activities being unaltered.

7.4. Likewise, if FRST Falconi grants, on an exceptional basis, additional time for the fulfillment of the trail, content submission or information filling in the Platform, in any development modality, this fact will be characterized as mere liberality, remaining unchanged all other terms applicable to the exercise of other rights or activities.

7.5. During the use of the Platform, the Manager undertakes to provide data and fill in any information, always in accordance with the terms and conditions indicated on the Platform and previously defined by FRST Falconi.

 

VIII. INTELLECTUAL PROPERTY

8.1. The commercial use of the expression “FRST” as a brand, business name or domain name, as well as all content available on the Platform, including, but not limited to, brands, logos, texts, graphics, photographs, videos, audio content, screens, computer programs, databases, transmission files and other instruments that allow the Manager and Participants to access and use their accounts, are properties of FRST Falconi and are protected by international laws and treaties of copyright laws, trademarks, patents, models and industrial designs. Copying, reproduction, distribution, transmission, publication, connection or any other form of misuse of said content is prohibited, except with express authorization from FRST Falconi.

8.1.1. As a FRST licensee, FALCONI may also appear as a Learning Path trader, sublicensing content to Clients for the maximum duration and observing the conditions set out in the respective Attachments.

8.2. The Manager and the Client declare and acknowledge that the reproduction of any content on the Platform does not confer their ownership.

8.3. Any brands displayed on the Platform or any other website operated in conjunction with the Platform should not be considered as in the public domain and are the exclusive property of FRST Falconi, its partners or third party licensors, as the case may be.

8.4. The reproduction of the content available on the Platform without the proper authorization, or even without the corresponding citation and reference to the Platform will constitute an infringement of FRST Falconi’s intellectual property rights, and will subject the infringer (Client or Manager) to applicable administrative, civil and criminal sanctions.

8.5. The functionalities that make up the Platform are offered in the form of service provision, not giving the Manager or the Client any rights over the software used by FRST Falconi or its IT structures that support the Platform.

8.6. Should the Client and / or the Participant disclose or use any information related to the Service, FRST Falconi will be exempted from any liability.

  1. PRIVACY OF INFORMATION

9.1. All information or personal data provided by the Manager to FRST Falconi for the use of the “FRST” brand is stored on servers or high security magnetic media.

9.2. FRST Falconi will take all possible measures to maintain the necessary confidentiality and security, but will not be held liable for damages that may be derived from the violation of these measures by third parties using public networks or the internet, subverting the security systems to access the information of the Client, the Manager or the Participants.

9.2.1 FRST Falconi, when using any of the information treated in Clause 6.4 (iii) of these Terms and Conditions of Use, will not identify the ownership of the data, maintaining the anonymity of the Client, the Manager and the Participants.

9.3. In case of doubts about the protection of personal data or to obtain more information about personal data and the cases in which the confidentiality referred to in this Clause may be broken, the Client and the Manager should consult the Privacy and Data Protection Policy of FRST, which is an integral part of these Terms and Conditions of Use.

  1. CLIENT OBLIGATIONS

10.1. Under penalty of being banned from the Platform, the Client undertakes to:

(a) inform the Manager of these Terms and Conditions of Use and all the principles that govern it, as well as the Participants’ Terms and Conditions of Use and the Privacy and Data Protection Policy;

(b) inform the Manager that he shall use his best efforts to: (i) prevent unauthorized access or use of his account on the Platform, (ii) notify FRST Falconi of said unauthorized use; and (ii) not to transmit materials containing software viruses or other harmful codes, files, scripts, agents or computer programs.

(c) provide and keep updated the necessary data for registration of Participants on the Platform, as well as to provide any information requested by FRST Falconi for the execution of the Service;

(d) pay the remuneration for using the Platform;

(e) comply with the provisions of these Terms and Conditions of Use;

(f) make their best efforts to ensure that Participants comply with the obligations contained in the Terms and Conditions of Use that are relevant to them;

(g) make their best efforts to ensure that Participants do not perform activities that are prohibited for them;

(h) immediately inform FRST Falconi of any change in corporate control; and

(i) answer for possible violations by the Manager and / or the Participants the provisions of these Terms and Conditions of Use and all the principles that govern it, as well as the Participants’ Terms and Conditions of Use and the Privacy and Data Protection Policy.

10.2. The Client and the Manager are prohibited from using the Platform for any other purpose that is not foreseen in the description of the Development Day, as provided in the Preamble and Clause One of these Terms and Conditions of Use.

10.3. For security reasons, Client, Manager and/or Participant registrations may be suspended, at the discretion of FRST Falconi, if it suspects any illegitimacy, fraud or any other act contrary to the provisions of these Terms and Conditions of Use.

10.4. Without prejudice to other measures, FRST Falconi may warn, suspend or cancel, temporarily or permanently, the registration of the Client or Manager on the Platform, at any time, initiating the appropriate legal actions and / or suspending the provision of the Service if:

(a) the Client or the Manager does not fulfill any rights and obligations provided for in these Terms and Conditions of Use;

(b) the Client or the Manager performs fraudulent or intentional acts;

(c) the identity of the Manager or Participant cannot be verified; and

(d) understand that the content conveyed on the Platform, or any attitude of the Client or the Manager, has caused damage to third parties or to FRST Falconi itself or to the Platform or has the potential to do so.

10.5. In the event of disabling the Client or Manager’s registration, access to the Platform will be automatically canceled.

  1. PARTIES’ RESPONSIBILITIES

11.1. FRST Falconi is responsible for any damages caused to the Client due to defects or defects relating exclusively to the Platform, provided that FRST Falconi has given proven cause to said defects or defects, there being no mention of its liability for defects or technical defects and/or operational from the Client, Manager or third party system.

11.2. FRST Falconi is not responsible for or participates, in any way, in any contractual relationship established between the Client and third parties due to content conveyed in FRST.

11.3. The Client and the Manager are responsible for the improper use of any functionality of the Platform, being responsible for the use of their account, observing the Brazilian legislation in force.

11.4. The Manager will be responsible for any fraud carried out by himself or by third parties linked to him, in a virtual or physical environment, of culpable or intentional actions or omissions, or even, arising from the violation of any conditions established in these Terms and Conditions of Use.

11.4.1. FRST Falconi may retain or not carry out operations if, at its discretion, it checks the possibility that fraud or other crimes are being committed, whether virtual or physical, related to the Client or the Manager, and must inform them about such unlawful act within the term 15 (fifteen) days.

11.5. The Client will indemnify FRST Falconi, its subsidiaries, controlled or controlling companies, directors, administrators, employees, representatives and employees for any demand promoted by third parties arising from their activities on the Platform or for non-compliance with the Terms and Conditions of Use, and also, for violation of any law or third party rights, including lawyers’ fees.

XII. CONFIDENTIALITY

12.1. For the treatment of issues related to the attribution of confidentiality of these Terms and Conditions of Use, it is understood by:

(a) “Information”: the data, documents and materials that are relevant to it;

(b) “Confidential Information”: any and all information disclosed directly or indirectly by FRST Falconi, such as business models and strategies, product/system characteristics (pre-existing, new and under development), information about software, information involving law and industrial property or copyright, information about projects, software tools, hardware designs, algorithms, user interface design, documentation in any format, techniques and methods, formulas, demonstrations, contracts, presentations, reports, lists, prices, studies and market research. Confidential Information includes all and any content shared with the Client, due to the activities carried out by FRST Falconi, and all information provided (whether in written or oral form, directly or indirectly) by it, its representatives, directors, officers and employees, either before or after the date of consent with these Terms and Conditions of Use and marked, or indicated, as “Confidential” or similar, or whose recipient reasonably believes it to be Confidential Information due to its nature or the circumstances of the Development Day;

(c) “Authorized Persons”: Client representatives and attorneys, as well as the Manager, pursuant to these Terms and Conditions of Use; and

(d) “Secrecy”: protection against unauthorized treatment of Confidential Information.

12.2. The Confidential Information disclosed must be kept secret, and must not be disclosed to third parties or used for purposes other than those defined in this instrument, without due authorization from FRST Falconi.

12.3. Confidential Information may be contained or transmitted by any means, including, among others, written, graphic, verbal, mechanical, electronic, digital, magnetic or cryptographic means.

12.4. The Client hereby acknowledges that the Confidential Information is the exclusive property of FRST Falconi, constituting its trade secret, and agrees that the Confidential Information will be used only in the process of using the Platform, the Client being expressly prohibited from using the Confidential Information for any other purpose.

12.5. In case of doubt about the confidentiality of certain information, the Client must treat it confidentially until it is authorized to treat it differently by FRST Falconi. In no way will the FRST Falconi’s silence be interpreted as releasing the commitment to keep information confidential.

12.6. The Confidential Information provided should only be disclosed to Authorized Persons, to the strict extent that such disclosure is necessary, and the Client must inform them about the confidential nature of the Information, as well as making these persons treat such Information as confidential, as provided in these Terms and Conditions of Use.

12.7. The Client and the Manager agree not to reveal the clauses and conditions of these Terms and Conditions of Use, as well as the object of this instrument or any of its elements, without the prior written consent of FRST Falconi, except to its lawyers, auditors and accountants. .

12.8. The Client, without prejudice to the other obligations provided for in these Terms and Conditions of Use, undertakes to communicate to FRST Falconi in advance, in the event of a request for disclosure of Confidential Information due to compliance with the law, judicial determination or with the competent inspection agency of the activities involved by any of the Parties, being, in any of the cases, disclosed only within the limits strictly required for its disclosure.

12.9. Only grounds for exception to the obligation of secrecy will be legitimate, the occurrence of disclosure, in the cases in which the Information:

(a) is in the public domain prior to its disclosure to the Client, by legitimate sources other than FRST Falconi;

(b) it is already known to the Client when it is disclosed to the Client or its representatives, by legitimate sources other than FRST Falconi;

(c) become publicly available to third parties after disclosure to the Client, without such fact having occurred through fault or intent thereof;

(d) it has been proven, legally and legitimately, by another source that does not have, directly or indirectly, an obligation of confidentiality with the Client;

(e) whose disclosure to third parties (other than Authorized Persons) is previously and expressly authorized in writing by FRST Falconi; and

(f) is requested through a court order by a competent governmental authority, in which case the Client must notify FRST Falconi and its representatives of the order in advance, in addition to using commercially reasonable efforts to limit the extent of such opening.

12.10.The Client acknowledges that the breach of any of the confidentiality obligations mentioned in this Clause makes it subject to a fine on the amount of 50% (fifty percent) of the value of the contract between the Parties, in favor of FRST Falconi, in addition to the application of the applicable civil and criminal penalties, under the terms of the law, also committing itself to exempt and / or indemnify FRST Falconi from any and all damages, losses or liability that may be imputed or suffered by FRST Falconi.

XIII. GENERAL PROVISIONS

13.1. The Client declares that it is aware that the completion of any trail on the Platform does not guarantee the absorption of the knowledge dealt with there, and it is certain that the knowledge obtained with the Service will depend directly on the individual engagement of the Participants.

13.2. These Terms and Conditions of Use do not create any partnership, mandate, franchise or employment relationship between FRST Falconi and the Client or the Manager.

13.3. FRST Falconi is not responsible for any damage, or loss suffered by the Client due to failures on the internet, in the system or in the server resulting from third party conduct, unforeseeable circumstances or force majeure. FRST Falconi will also not be responsible for any virus that could attack the equipment of the Client or the Manager due to access, use or browsing internet or as a result of transferring data, files, images, text or audio.

13.4. The failure or tolerance of FRST Falconi to demand strict compliance with these Terms and Conditions of Use will not constitute novation or waiver, nor will it affect its rights, which may be exercised at any time.

13.5. All items in these Terms and Conditions of Use are governed by the laws in force in the Federative Republic of Brazil. For all matters relating to interpretation, compliance or any other question related to these Terms and Conditions of Use, the Parties agree to submit to the Central Forum of the District of São Paulo.

ANNEX I

DETAILING LEARNING PATH

By this instrument, and according to Clause 1ª of the Terms and Conditions of Use, the professional development and training service offered on the Platform can be performed through different Learning Path, as described below.

For each modality, there is a distinct operation flow, detailed in Annex II.

(A) Road of Skills PROGRAM

The Road of Skills Program comprises three important steps: (i) initial assessment to identify competency gaps; (ii) 3 (three) learning trails, which encompass all the tools of engagement and interaction for the development of the specific competences of each Participant and the seal of completion; and (iii) final assessment to identify the evolution in the development of their skills, in order to enable the next journey within the concept of lifelong learning.

  1. The initial assessment stage consists of the assessment of the main socio-emotional characteristics and competences of each Participant, being carried out immediately after the participant’s registration on the Platform.
  2. In order to map the socio-emotional characteristics and identify the skills gaps, the Participant needs to prepare an essay and / or answer various questions until it generates a content that presents between 600 (six hundred) and 1,200 (thousand and two hundred) words, at most. Based on this content, FRST, through an artificial intelligence system, will carry out an analysis of the Participant’s socio-emotional profile and opportunities for developing his skills.
  3. After the completion of 80% (eighty percent) of the initial assessment by the Participants, the Manager will be able to define the Service paths.

3.1. The Manager may choose to define individualized trails for each employee or define a standard trail for all employees.

3.2. The performance of the Manager in this phase, however, is restricted to the choice of the trail that will be offered to each Participant, and he cannot make any changes to the content of the assessment report.

  1. The 3 (three) trails lasts for the period of 4 (four) months, with the duration of 5 (five) weeks each. The trails are aimed at developing one or more of the Participants’ skills.
  2. Each trail consists of stages of theoretical and practical learning, with the submission of 1 (one) real project of practical application.

5.1. The theoretical learning stage comprises: (a) content, being: (i) trail’s menu, (ii) 1 (one) masterclass, (iii) Problem Based Learning – PBL, learning methodology based on the resolution of real problems, ( iv) video lessons, (v) interactive whitepaper (dynamic reading material to deepen the content), (vi) quizzes to assess the evolution of knowledge throughout the trail, (vii) study of pre-formatted cases, and (viii) podcast with responses from study carried out; as well as (b) interaction tools, being: (a) comments and annotations in video classes; (b) question and answer forum; and (iii) weekly mentoring sessions.

5.1.1. Weekly mentoring sessions will take place through lives with specialists of FRST Falconi carried out on a day and time predetermined by FRST Falconi, with the participation of all classes that start the same trail and are therefore not restricted to the participation of Client Participants. The sessions will also be recorded and will be available for consultation by the Participants throughout the execution of the respective trail.

5.2. The practical learning stage consists of the elaboration of 1 (one) project to be applied in a real case and the submission of the respective project on the Platform to: (i) allow collaboration in the peer-to-peer modality, where each Participant makes contributions in the other Participant’s project; and (ii) that can be presented in a live project discussion session with a Platform specialist.

5.2.1. The project discussion session will take place on a day and time predetermined by FRST Falconi, and will be restricted to Client Participants.

5.2.2. Collaboration in the analysis of the project between Participants will take place anonymously and will be mandatory for 1 (one) project defined at random, with the Participant being able to choose to analyze more than one project. This peer-to-peer collaboration will also be restricted to Client Participants.

5.2.3. The actual projects to be presented by the Participant in the discussion session of the project will be selected from: (i) free choice of the Participant and / or (ii) expert assessment by FRST Falconi, based on compliance with the practical application of the content in the construction of the actual project available within each trail.

5.2.4. The projects submitted on the Platform can also be presented at webinar with the participation of an expert from the Platform and members of the leadership of the Client.

5.3. Throughout the learning stages, the Manager will have access to reports on the evolution of the team that is in the development process, being able to monitor the engagement and performance of employees in the program.

5.4. Upon completing 1 (one) trail, consuming the content of the theoretical learning objects and submitting the actual project on the Platform, the Participant receives 1 (one) Trail Completion Seal.

  1. After completing the learning trail, the Participant will be able to take a new assessment to obtain an indication of the next steps of his development journey.
  2. The contents related to each trail will be available to the Participant for a period of 6 (six) months from the date that the trail starts, this period being limited to 12 (twelve) months from the beginning of the Road of Skills Program operation.

(B) SPECIALIZATION PROGRAM

The Specialization Program consists only of the theoretical and practical learning stages of 1 (one) trail during 5 (five) weeks and the same composition described in Clauses 5.1 and 5.2 of modality (A) of this Annex, with the respective receipt of the Trail Completion Seal at the end, respecting 85% (eighty five) percent of the consumption of theoretical learning objects, submission of the real project to the Platform, and at least 1 (one) peer-to-peer contribution by the Participant .

(C) FALCONI SOLUTIONS PROGRAM

The Falconi Solutions Program consists of 1 (one) theoretical learning trail consisting of (i) the trail’s menu, (ii) video lessons, (iii) complementary reading material to deepen the content, (iv) quizzes to evaluate the evolution of knowledge throughout the trail, (v) study of pre-formatted cases, and (vi) e-book defined based on the content of the trail.

  1. The trail will be available for access for 2 (two) months, so that it will not be possible to access any available content, produced or inserted during its execution under the FRST after this period.
  2. Upon completing the trail, consuming 85% (eighty five) percent of the content of the theoretical learning objects, the Participant will be entitled to receive 1 (one) Trail Completion Seal.
  3. During the theoretical learning steps mentioned above, the Manager will have access to reports on the evolution of the Participants, being able to monitor their engagement in the program; and after the completion of the trail by the Participants, the Manager may have access to the engagement results of each Participant.

(D) EXPONENCIAL ENTREPRENEURSHIP PROGRAM

The Exponential Entrepreneurship Program consists of different trails lasting 5 (five) weeks each, in which:

(i) The first week will be dedicated to the presentation of the trail, and introduction uses of the Platform;

(ii) The second, third and fourth weeks will be dedicated to the presentation of contents and practical actions for application, and

(iii) The fifth week will be the closure of the Program.

Each trail consists of learning tools which include: (i) video lessons, (ii) interactive whitepaper (dynamic reading material to deepen the contente); (iii) tool’s tips and (v) 4 (four) mentoring sessions.

The mentoring sessions will happen through lives with FRST Falconi specialists held on a day and time predetermined by FRST Falconi, with the participation of all Participants who start on the same trail, therefore, they are not restricted to the participation of professionals from one company only. The sessions will also be recorded and will be available for consultation by the Participants throughout the execution of the respective trail.

At the end of the trail, and conclude at least 85% (eighty five per cent) of the content and the “missions of the week” , the respective Seal of Completion of the trail will be made available.

The content of the trail will be available for access for 120 (one hundred and twenty) days. After the reffered period, it will not be possible to access any content, produced or inserted on the Platform.

(E) DEVELOPMENT CHALLENGE PROGRAM

The Development Challenge Program comprises two important stages:

(i) Initial diagnosis

Microcompany – Identification of business gaps; and

Small and Medium Companies – identification of business and skills gaps.

(ii) Learning trail

06-month plan – comprising of 02 (two) trails, lasting 03 (three) months each, which includes all the engagement and interaction tools for the development of the specific content of each trail and the Seal of Completion (for the acquisition of the referred seal, 85% (eighty-five per cent) completion of the trail is required for Microcompanies and 85% (eighy-five per cent) plus Project Delivery for Small and Medium Companies); or

24-month plan – consisting of 08 (eight) trails, lasting 03 (three) months each, , which includes all the engagement and interaction tools for the development of the specific content of each trail and the Seal of Completion (for the acquisition of the referred seal, 85% (eighty-five per cent) completion of the trail is required for Microcompanies and 85% (eighy-five per cent) plus Project Delivery for Small and Medium Companies).

  1. After the Participants have completed 100% (one hundred percent) of the initial diagnosis, FRST will define the trail based on the results of the evaluations. If 100% (one hundred per cent) of the diagnoses do not occur, the trail for the other Participants will be generic or will be the replica of the others;
  2. In the event that none of the Participants carry out the evaluations within the period of 7 (seven) days, said period will be postponed for additional 7 (seven) days, and so on, until the completion of 30 (thirty) days. If there are still no respondents, the indicated trail will be generic;
  3. The Participants will be in the same class, the start date being the same for everyone; and
  4. Each trail consists of stages of theoretical and practical learning (in the case of Small and Medium Companies, there is also the submission of 1 (one) real project of practical application).

4.1 The theoretical learning stage includes: (a) content with different learning tools (examples: masterclass, learning methodology based on solving real problems, video lessons, dynamic reading material to deepen the content, quizzes to assess the evolution knowledge along the trail), (b) collaboration tools and interaction sessions with experts.

4.2 The interaction sessions will take place through a webinar with FRST Falconi specialists on a day and time predetermined by the FRST Falconi, with the participation of all Participants and classes that started the same trail and are therefore not restricted to the participation of the Client’s Participants. The sessions will also be recorded and made available for consultation by the Participants throughout the execution of the respective trail.

4.3 For Small and Medium Companies, the practical learning stage consists of the elaboration of 01 (one) project to be applied in a real case and the submission of the respective project on the Platform to allow collaboration in the peer-to-peer modality, in which each Participant makes contributions to another Participant’s project.

4.4 Collaboration in the analysis of the project between Participants will take place anonymously and will be mandatory for 01 (one) project defined randomly, with the Participant being able to choose to analyze more than one project.

  1. Throughout the learning stages, the Manager will have access to reports on the evolution of the Participants who are in the development process, and, therefore, is able to monitor the engagement and performance of the Client’s employees in the Program.
  2. The Participant will receive 01 (one) Seal of Completion for each completed trail:

6.1 Small and Medium Companies – by consuming the content of theoretical learning tools and submitting the real project on the Platform; and

6.2 Microcompanies – by performing the mandatory check-list.

  1. The content related to each trail will be made available to the Participant for a period of:

7.1 06-month plan – 06 (six) months from the date the trail starts, this period being limited to the maximum of 10 (ten) months from the beginning of the Program’s operation; and

7.2 24-month plan – 24 (twenty-four) months from the date on which the trail starts, this period being limited to the maximum of 30 (thirty) months from the beginning of the Program’s operation.

  1. Clients will be granted a number of licenses compatible with their companies’ size, being considered:

8.1 Microcompanies: minimum/maximum of 02 (two) Participants;

8.2 Small Companies: minimum 02 (two) and maximum of 04 (four) Participants;

8.3 Medium-sized Companies: minimum 02 (two) and maximum 08 (eight) Participants.

  1. The Manager account does not require a license. Thus, each type of Company can have up to 2 (two) more accesses to the Platform, though with different configurations than the Manager’s account. However, if the Manager is also a Participant, then it shall require an additional license.

(F) FRST JOB PROGRAM

The FRST JOB Program is composed of two important steps: (i) initial assessment to identify competency gaps and (ii) 1 (one) learning trails.

  1. The initial assessment stage consists of the assessment of the main socio-emotional characteristics and competences of each Participant, being carried out immediately after the participant’s registration on the Platform.
  2. In order to map the socio-emotional characteristics and identify the skills gaps, the Participant needs to prepare an essay and / or answer various questions until it generates a content that presents between 600 (six hundred) and 1,200 (thousand and two hundred) words, at most.
  3. The program last 5 (five) weeks and it is composed of stages of theoretical and practical learning, with the submission of 1 (one) real project of practical application and 1 (one) project of career path.
  4. The theoretical learning stage comprises: (a) content, being: (i) trail’s menu, (ii) video-lessons, (iii) interactive whitepaper (dynamic reading material to deepen the content); (iv) Problem Based Learning – PBL, learning methodology based on the resolution of real problems, (v) checklist to assess the evolution of knowledge throughout the trail; as well as (b) interaction tools, being: (a) comments and annotations in video classes; (b) question and answer forum; and (iii) weekly mentoring sessions.
  5. The practical learning stage consists of the elaboration of 1 (one) project of career path and 1 (one) project to be applied in a real case and the submission of the respective project on the Platform to: (i) allow collaboration in the peer-to-peer modality, where each Participant makes contributions in the other Participant’s project; and (ii) that can be presented in a live project discussion session with a Platform specialist.

5.1. The project discussion session will take place on a day and time predetermined by FRST Falconi, and will be restricted to Client Participants.

5.1.2. Collaboration in the analysis of the project between Participants will take place anonymously and will be mandatory for 1 (one) project defined at random, with the Participant being able to choose to analyze more than one project. This peer-to-peer collaboration will also be restricted to Client Participants.

5.1.3. The actual projects to be presented by the Participant in the discussion session of the project will be selected from: (i) free choice of the Participant and / or (ii) expert assessment by FRST Falconi, based on compliance with the practical application of the content in the construction of the actual project available within each trail.

  1. Upon completing the program, consuming 85% (eighty five percent) of content of the theoretical learning objects, submitting the actual project and the career plan project on the Platform and making at least 1 (one) contribution peer-to-peer, the Participant receives 1 (one) Seal of Completion.
  2. The content of the program will be available for access for 90 (ninety) days. After the reffered period, it will not be possible to access any content, produced or inserted on the Platform.

 

ANNEX II

OPERATING FLOWS

Under this instrument, and as provided in Annex I to the Terms and Conditions of Use, each Learning Path offered on the Platform has different operating flows, detailed below.

(A) Road of Skills PROGRAM

  1. For the Road of Skills Program format, after confirming the purchase, FRST Falconi has a maximum period of 5 (five) business days to allow the Manager’s access to the Platform.
  2. From the first access, the Manager must register the Participants on the Platform, according to the number of licenses acquired, observing the rules below:

(i) the Manager must have registered 100% (one hundred percent) of the licenses acquired to start the Client’s first operation flow; and

(ii) the Manager must register and enroll all Participants in the intended learning trails within a period of 3 (three) months, counting from the release of the Manager’s access. After the expiry of this period, the licenses will expire; and

  1. The Manager must define the deadline for the Participants to carry out the initial assessment and release them so that they can carry out the assessment in the form detailed in the form of these Terms and Conditions of Use. After completing the assessment, the Client cannot substitute his Participant’s license for another employee.

3.1. The Manager must also determine the start date of each learning trial among options pre-defined by FRST Falconi, so that the Participants’ enrollments are effective.

3.2. As indicated in these Terms and Conditions of Use, the Manager will be able to define the Participants’ trail after the completion of 80% (eighty percent) of the assessments. However, if this percentage is not reached by the date established by the Manager, only 1 (one) extension of the deadline for its completion will be allowed.

3.3. Within 5 (five) working days from the date of completion of the learning trail by the Participants, the Manager may release the performance of a new assessment, and may not exceed the deadline of 1 (one) month from the date release.

(B) SPECIALIZATION PROGRAM

  1. For the format of the Specialization Program, after the confirmation of purchase, FRST Falconi has a maximum period of 5 (five) working days to allow the Participants access to FRST.
  2. The provisions of Clause 3 above, referring to the Road of Skills Program shall apply, to the extent applicable, solely related to the activities and deadlines of the acquired trail. In this format, interactions of the Participants in the mentoring and project discussion sessions will not be restricted to Client’s Participants.

(C) FALCONI SOLUTIONS’ PROGRAM

  1. For the Falconi Solutions Program, after confirmation of purchase, FRST Falconi has a maximum period of 5 (five) working days to allow the Manager’s access to FRST.
  2. From the first access, the Manager must register the Participants in the FRST, according to the number of licenses acquired, as per these Terms and Conditions of Use, noting that:

(i) the Manager must have registered 100% (one hundred percent) of the licenses acquired to start the Client’s first operation flow; and

(ii) the Manager must register and enroll all Participants in the intended program within a period of 3 (three) months, counting from the release of their access. After the expiry of this period, the licenses will expire.

  1. The Manager must also determine the start date of the program among pre-defined options by FRST Falconi, so that the enrollments of the Participants are effective.

(D) EXPONENTIAL ENTREPRENEURSHIP PROGRAM

  1. For the Exponential Entrepreneur Program format, after the confirmation of purchase, FRST Falconi has a maximum period of 5 (five) working days to allow the Manager’s access to FRST.
  2. From the first access, the Manager must register the Participants in the Platform, according to the number of licenses acquired, in accordance with these Terms and Conditions of Use, observing that:

(i) the Manager must have registered 100% (one hundred percent) of the licenses acquired to start the first flow of operation of the Client; and

(ii) the Manager must register and enroll all Participants in the intended journey within a period of 3 (three) months from the granting of their access. After the expiry of this period, licenses that have not been registered will expire.

(iii) in caso of single participant, regards to this this flow , this one will be consider as a Manager

  1. The Manager must also meet the start date of the trail informed by FRST.

(E) DEVELOPMENT CHALLENGE PROGRAM

  1. The Development Challenge Program is a product purchased through a partner company, which grants credit to its customers, and offers the Program with special conditions.
  2. In the event that the release of the credit by the Partner occurs with an additional advance amount for the payment of the Program directly to the Client, the Client will make the payment to FRST Falconi.

2.1. Clients who applied for a credit with the partner company until March 2021 and joined this Program will have a reduction of the interest rate, upon proof of payment to FRST, which will then inform the Partner to effectivate the discount.

  1. In the cases in which there is no release of the additional credit by the partner company to the Client, the partner company will make the payment directly to FRST.
  2. After confirming the purchase, FRST Falconi has a maximum period of 5 (five) working days to grant access to FRST to the Manager.
  3. FRST Falconi will send the instructions for the first access on the Platform, in which the Client’s information must be confirmed and the registration of the Manager responsible for the Program must be made.
  4. The Manager must inform the date on which it wishes to start the program, according to the FRST calendar, and register the Participants on the Platform, in accordance with clause 2.1.2. herein to start the first flow of operation.
  5. Kickoff dates (initial meeting) will be previously informed according to the FRST calendar.
  6. After the initial kickoff meeting, the diagnoses will be made available to the Participants, which will then have a minimum period of 07 (seven) days and a maximum period of 30 (thirty) days to complete them, as already mentioned in these Terms of Use.
  7. The trails will be suggested according to the diagnosis made and will be presented to the Participants, who then will be able to request changes, if any, up to 3 (three) working days before the beginning of the classes.

(F) FRST JOB PROGRAM

  1. For the FRST JOB Program format, after the confirmation of purchase, FRST Falconi has a maximum period of 5 (five) working days to allow the Manager’s access to FRST.
  2. From the first access, the Manager must register the Participants in the Platform, according to the number of licenses acquired, in accordance with these Terms and Conditions of Use, observing that:

(i) the Manager must have registered 100% (one hundred percent) of the licenses acquired to start the first flow of operation of the Client; and

(ii) the Manager must register and enroll all Participants in the intended journey within a period of 3 (three) months from the granting of their access. After the expiry of this period, licenses that have not been registered will expire.

(iii) in caso of single participant, regards to this this flow , this one will be consider as a Manager

  1. The Manager must also meet the start date of the trail informed by FRST.