# Terms of Service -- Cocolytics Effective Date: May 18, 2026 These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Lucas Guimarães Leite LTDA, a company registered in Brazil, operating the Cocolytics product ("Cocolytics," "we," "us," or "our"). These Terms govern your access to and use of the Cocolytics website (cocolytics.io), the Cocolytics web application, and any related services, features, content, or products (together, the "Service"). By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" include both you personally and the organization. ## 1. Service Description ### 1.1 What Cocolytics Is Cocolytics is an email management and analytics service that connects to your existing email sequencer (such as Smartlead, Instantly, PlusVibe, EmailBison, or others we may support) via webhooks and APIs. The Service ingests email event data from your sequencer and provides analytics, dashboards, deliverability monitoring, infrastructure management features, and related tools. ### 1.2 Subscription Model Access to the Service is provided through monthly subscription plans at the pricing published on cocolytics.io. Each plan includes a defined volume of monthly email events tracked, a defined number of workspaces, and a defined feature set. Additional add-ons (such as inbox placement testing or extra workspaces) may be available at the prices listed on cocolytics.io. ### 1.3 Third-Party Dependencies The Service depends on third-party platforms and services that operate independently under their own terms, including: Your email sequencer (Smartlead, Instantly, PlusVibe, EmailBison, or others) Email service providers (Google, Microsoft, and others) Cloud infrastructure providers Payment processors Analytics, advertising, and tracking providers Any other third-party service the Service connects to or relies on We do not control these third parties. Their actions, decisions, policies, outages, errors, changes, account restrictions, or termination of service may affect the Service or your use of it. You acknowledge and accept that: The Service may fail, degrade, or become temporarily or permanently unavailable due to third-party actions, including changes to webhook formats, API versions, rate limits, or platform policies Third-party platforms may suspend, restrict, or terminate your account on their platform, which is outside our control We are not responsible for any action, omission, or decision by any third party ### 1.4 No Guarantees The Service is provided for monitoring, analytics, and informational purposes. We do not warrant or guarantee any specific outcome, including deliverability rates, inbox placement, reply rates, business results, account safety on any third-party platform, accuracy of data, completeness of analytics, or any other measurable result. Your use of the Service and any decisions you make based on the Service are entirely at your own risk. ## 2. Account and Eligibility ### 2.1 Account Creation To use the Service, you must create an account, provide accurate and complete information, and maintain that information up to date. You must be at least 18 years old and legally capable of entering into a binding contract. ### 2.2 Account Security You are solely responsible for: Maintaining the confidentiality of your account credentials, passwords, API keys, sequencer credentials, and any other authentication information All activity that occurs under your account, whether or not authorized by you Promptly notifying us at support@cocolytics.io if you suspect unauthorized access to your account Revoking and rotating any credentials you have shared with the Service if you suspect compromise, terminate use of a connected platform, or for any other reason We are not liable for any loss, damage, or other consequence arising from unauthorized access to your account or from your failure to safeguard credentials. ### 2.3 One Account Per Entity Each account is for use by a single individual or organization. You may not share account access with parties outside your organization, resell access to the Service, or create multiple accounts to circumvent plan limits without our written authorization. ## 3. Pricing, Payment, and Subscription ### 3.1 Subscription Fees Subscription fees are charged in advance on a monthly basis at the rates posted on cocolytics.io for your chosen plan. Add-on fees (such as workspace add-ons, managed inbox placement testing, or other add-ons) are charged in addition to the base subscription. Add-ons and usage-based components (including extra workspaces and inbox placement tests) may be added during a billing period. Such additions are typically prorated for the remainder of the current period and then renew with the subscription on the standard billing cycle. ### 3.2 Overage Billing Each plan includes a defined monthly email tracking allowance. If your usage exceeds the allowance during a billing period, the overage is billed at the per-block rate published for your plan on cocolytics.io. Overage is calculated at the end of each billing period and charged to your payment method on file. You are responsible for monitoring your usage. We may, but are not required to, provide in-app warnings as you approach or exceed your allowance. Failure to provide such warnings does not waive your obligation to pay overage charges. ### 3.3 Payment Method and Authorization You must maintain a valid payment method on file. By providing a payment method, you authorize us to charge that payment method for: Recurring monthly subscription fees on each renewal date Prorated charges for mid-cycle plan upgrades, add-ons, or usage increases Overage charges at the end of each billing period Any other fees, taxes, or charges authorized under these Terms ### 3.4 Pricing Changes We may change pricing at any time. For active subscriptions, pricing changes take effect at the start of the next billing period following our notice of the change. If you do not agree to a pricing change, your sole remedy is to cancel your subscription before the change takes effect. ### 3.5 Taxes Fees do not include taxes. You are responsible for all applicable taxes, duties, and similar government-imposed charges associated with your subscription, except for taxes imposed on our net income. ### 3.6 Non-Payment If a payment fails or is overdue: A grace period of 7 days is provided After 7 days of non-payment, the Service may be suspended After 14 days of non-payment, the Service may be terminated, and any remaining data may be deleted in accordance with our standard retention practices You remain liable for all fees incurred up to the date of termination. ### 3.7 No Refunds All fees are non-refundable. You will not receive a refund, credit, or other adjustment for: Cancellation before the end of a billing period Periods during which you did not use the Service Outages, downtime, errors, or any reduction in Service availability or functionality Suspension or termination of the Service for any reason Any other circumstance, except as expressly required by mandatory applicable law Promotional campaigns. We may, from time to time, run promotional campaigns with different refund terms. Any such exceptions will be stated explicitly at the time of the offer and apply only to transactions made under that specific promotion. ### 3.8 Currency and Disputes All fees are charged in the currency stated at checkout. If you dispute a charge, you must contact us at support@cocolytics.io within 30 days of the charge. Disputes raised after 30 days are waived. Initiating a chargeback through your payment provider without first contacting us is a breach of these Terms and may result in immediate suspension or termination of your account. ## 4. Customer Responsibilities ### 4.1 Lawful Use You are solely responsible for ensuring that your use of the Service, your email campaigns, your prospect lists, and your business activities comply with all applicable laws, regulations, and third-party terms, including without limitation: Anti-spam laws (CAN-SPAM, CASL, and equivalent laws in other jurisdictions) Data protection and privacy laws (GDPR, UK GDPR, LGPD, CCPA, and equivalent laws) Marketing and advertising laws The terms of service of any email sequencer, email service provider, or other third-party platform you connect to the Service The terms of service of any platform you target with outreach ### 4.2 Prospect Data When you use the Service, prospect data -- including email addresses, names, and other personal information of the recipients of your email campaigns -- flows from your connected sequencer to the Service via webhooks and APIs. You acknowledge and agree that: You are the controller of all prospect data, as that term is defined under GDPR, LGPD, and equivalent laws You are solely responsible for establishing and maintaining the legal basis to collect, use, share, and instruct us to process all such prospect data You warrant and represent that you have all necessary rights, permissions, consents, notices, and legal bases required to provide such data to us and to instruct us to process it on your behalf You are solely responsible for responding to any data subject request, complaint, regulatory inquiry, or legal claim arising from your collection or use of prospect data We act as a processor with respect to prospect data, processing it solely on your documented instructions to deliver the Service If a data subject contacts us regarding prospect data, we may forward the request to you and require you to respond as the controller. ### 4.3 Prohibited Activities You may not use the Service to: Send or facilitate the sending of unsolicited bulk email in violation of applicable law Engage in phishing, fraud, deceptive practices, or impersonation Distribute malware, viruses, ransomware, or other harmful code Conduct any illegal activity, including any activity that would violate the laws of Brazil, the United States, the European Union, the United Kingdom, or the jurisdiction of your prospects Harass, threaten, defame, or abuse any person Infringe the intellectual property rights of any party Reverse engineer, decompile, disassemble, translate, or attempt to derive the source code, algorithms, structure, or underlying ideas of the Service, except as expressly permitted by mandatory applicable law Copy, clone, replicate, mirror, recreate, or imitate any part of the Service, including its user interface, design, layout, dashboards, reports, feature set, workflows, or "look and feel," whether in whole or in substantial part Use the Service, or any account on the Service, for competitive analysis, benchmarking, or for the purpose of building, training, improving, or marketing any product or service that competes with or is substantially similar to the Service Create an account or access the Service for the purpose of evaluating, studying, or extracting information for the development of a competing or similar product Train, fine-tune, or develop any machine learning model, artificial intelligence system, dataset, or data product using the Service, its outputs, its content, its design, or any data extracted from it Use any robot, spider, scraper, crawler, automated data collection or extraction tool, or any other automated means to access, monitor, copy, or extract any part of the Service or its content, except as expressly authorized in writing by us Frame, mirror, or embed any part of the Service or its content on any other website or application without our prior written authorization Circumvent any rate limit, usage limit, security measure, authentication mechanism, or access restriction Resell, sublicense, lease, rent, distribute, or otherwise commercially exploit the Service or any access to it without our prior written authorization Take any action that interferes with, disrupts, or imposes an unreasonable load on the Service or its infrastructure Violation of these prohibitions may result in immediate suspension or termination of your account without refund. ### 4.4 Compliance Cooperation You agree to cooperate with us in connection with any investigation, legal process, or regulatory inquiry involving your use of the Service. We may, but are not required to, notify you before taking action in response to such matters, except where prohibited by law or where notice would compromise the matter. ## 5. Customer Content and Data ### 5.1 Your Data You retain ownership of the data you submit to the Service, including configuration data, prospect data ingested through integrations, and any other data you provide ("Customer Data"). ### 5.2 License to Process Customer Data You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display, and otherwise use Customer Data as necessary to: Provide, maintain, secure, and improve the Service Develop new features and products Generate aggregated, anonymized, or statistical data and analytics Comply with legal obligations Enforce these Terms ### 5.3 Aggregated and Derived Data We may collect, generate, and use aggregated, anonymized, and statistical data derived from your use of the Service ("Aggregated Data"). Aggregated Data is owned by us and may be used for any lawful purpose, including but not limited to service improvement, benchmarking, research, marketing, and the development and commercial offering of products and services. Aggregated Data does not identify you or any individual. ### 5.4 Data Backups We may, but are not required to, maintain backups of Customer Data. You are solely responsible for maintaining your own backups of any data you consider important. We are not liable for any loss, corruption, or unavailability of Customer Data. ### 5.5 Data Deletion Upon termination of your subscription, Customer Data will be deleted or anonymized in accordance with our standard retention practices, except where retention is required by applicable law. We have no obligation to provide Customer Data to you after termination beyond what is required by applicable law. ## 6. Feedback You may, but are not required to, submit feedback, suggestions, ideas, feature requests, or other input regarding the Service ("Feedback"). All Feedback is provided voluntarily and on a non-confidential basis. You hereby assign to us all right, title, and interest in and to any Feedback, including all intellectual property rights. We may use Feedback for any purpose without any obligation to you, including service improvement, marketing, development of new features and products, training of machine learning models, and any other purpose, without attribution or compensation. ## 7. Intellectual Property ### 7.1 Our Intellectual Property The Service, including all software, code, design, content, trademarks, logos, documentation, and all related intellectual property, is owned by us or our licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your own internal business purposes during the term of your subscription, subject to these Terms. ### 7.2 No Other Rights No rights are granted to you under these Terms other than as expressly stated. All rights not expressly granted are reserved. ### 7.3 Trademarks "Cocolytics," "MilkBox," and any associated logos, marks, and branding are owned by us. You may not use any of these without our prior written consent. ### 7.4 Protected Elements You acknowledge and agree that the Service, including without limitation its user interface, visual design, layout, dashboards, reports, feature combinations, workflows, structure, organization, terminology, and overall "look and feel," constitutes valuable proprietary intellectual property of ours, embodies significant creative effort and commercial investment, and is protected by copyright, trademark, trade dress, trade secret, and other intellectual property laws. You agree that monetary damages alone may be insufficient to compensate us for any breach of Section 4.3 or this Section 7, and that we are entitled to seek and obtain injunctive relief, specific performance, and other equitable remedies, in addition to monetary damages, attorneys' fees, and any other relief available at law or in equity, without the need to post bond or other security. You waive any objection to the granting of such equitable relief. ### 7.5 Reporting Violations If you become aware of any actual or suspected violation of our intellectual property rights or any breach of Section 4.3 or this Section 7 by any third party, you agree to notify us promptly at support@cocolytics.io. ## 8. Service Availability and Modifications ### 8.1 No Uptime Guarantee The Service is provided on an "as-is" and "as-available" basis. We do not guarantee uninterrupted, error-free, secure, or timely operation. We make no service-level commitments outside of separately executed written agreements. ### 8.2 Modifications to the Service We may modify, add, remove, suspend, or discontinue any feature, functionality, integration, or other aspect of the Service at any time, with or without notice, in our sole discretion. We may also impose limits on certain features or restrict access to parts or all of the Service without notice or liability. ### 8.3 Maintenance and Downtime We may perform scheduled or unscheduled maintenance, updates, or repairs to the Service. We may, but are not required to, provide advance notice of scheduled maintenance. ## 9. Term and Termination ### 9.1 Term These Terms remain in effect for as long as you have an active account or use the Service. ### 9.2 Termination by You You may terminate your subscription at any time by: Using the cancellation function in your account dashboard, or Contacting us at support@cocolytics.io Termination takes effect at the end of your current billing period. You remain responsible for all fees, including any overage, accrued before termination. No refund will be issued for the remainder of the billing period or for any unused portion of the subscription. ### 9.3 Termination by Us We may suspend or terminate your access to the Service, in whole or in part, at any time, with or without notice, for any reason, including without limitation: Breach of these Terms Engagement in prohibited activities Non-payment beyond the grace period Violation of the terms of service of any connected third-party platform Any action that we believe poses a risk to the Service, to us, to other customers, or to third parties Any legal, regulatory, or law-enforcement requirement Discontinuation of the Service or any part of it For any other reason at our sole discretion ### 9.4 Effect of Termination Upon termination, your right to access and use the Service ends immediately. We may delete or anonymize Customer Data, configurations, integrations, and other account information in accordance with our standard retention practices. You remain liable for all amounts owed up to the date of termination. The provisions of these Terms that by their nature should survive termination -- including without limitation Sections 4, 5, 6, 7, 10, 11, 12, 13, 14, and 15 -- will survive. ## 10. Disclaimer of Warranties To the maximum extent permitted by applicable law: THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, ABSENCE OF VIRUSES OR HARMFUL COMPONENTS, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPATIBLE WITH ANY PARTICULAR THIRD-PARTY PLATFORM, OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DATA, ANALYTICS, REPORT, ALERT, RECOMMENDATION, OR OTHER OUTPUT GENERATED BY THE SERVICE. WE DO NOT WARRANT THAT THE SERVICE WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT, DELIVERABILITY OUTCOME, REPLY RATE, OR OTHER MEASURABLE OUTCOME. NO ADVICE OR INFORMATION OBTAINED FROM US OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. ## 11. Limitation of Liability To the maximum extent permitted by applicable law: ### 11.1 Exclusion of Indirect Damages IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, REPUTATION, OPPORTUNITIES, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ### 11.2 Liability Cap OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU ACTUALLY PAID US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS ($100), WHICHEVER IS GREATER. ### 11.3 Specific Disclaimers We have no liability for any of the following, regardless of the legal theory asserted: Actions, omissions, decisions, suspensions, terminations, or policy changes by any third party, including email sequencers, email service providers, payment processors, hosting providers, or any other third party Deliverability outcomes, inbox placement, account standing with any third party, or any other business result Errors, inaccuracies, or omissions in any data, analytics, alert, or report generated by the Service Loss of, damage to, or unavailability of Customer Data, including failure of any backup Unauthorized access to your account due to your failure to safeguard credentials Any claim arising from your breach of these Terms, your prohibited activities, your violation of applicable law, or your relationship with any third party Force majeure events as described in Section 16 ### 11.4 Allocation of Risk You acknowledge that the fees we charge reflect the allocation of risk in these Terms, and that we would not provide the Service on the same economic terms in the absence of these limitations. The limitations in this Section 11 apply even if a limited remedy fails of its essential purpose. ## 12. Indemnification You agree to indemnify, defend, and hold harmless Lucas Guimarães Leite LTDA and our officers, directors, employees, agents, contractors, affiliates, and successors (the "Indemnified Parties") from and against any and all claims, demands, actions, investigations, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: Your use or misuse of the Service Your breach of these Terms or any representation or warranty made by you Your violation of any applicable law, regulation, or third-party right, including any privacy or data protection law Any claim brought by a prospect, recipient of your emails, or other third party arising from your collection, use, or sharing of personal data, including any claim of unsolicited email, lack of consent, or privacy violation Any claim by any third party platform, including email sequencers and email service providers, arising from your account or activities on those platforms Any content you submit through or in connection with the Service Your negligence, willful misconduct, or fraud We may, at our option and your expense, assume control of the defense and settlement of any matter subject to indemnification. You may not settle any matter without our prior written consent. You will cooperate with us in any defense. ## 13. Confidentiality Each party may receive confidential information of the other in connection with the Service. Each party agrees to use the other party's confidential information only as necessary to perform under these Terms and to protect it with the same degree of care it uses for its own confidential information, but no less than reasonable care. This obligation does not apply to information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law. We may publicly identify you as a Cocolytics customer and use your company name and logo for marketing purposes with your consent. ## 14. Governing Law and Dispute Resolution ### 14.1 Governing Law These Terms are governed by and construed in accordance with the laws of the Federative Republic of Brazil, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. ### 14.2 Venue Any dispute, controversy, or claim arising out of or related to these Terms or the Service that is not resolved through good-faith negotiation shall be submitted to the exclusive jurisdiction of the courts of São Paulo, São Paulo, Brazil. You waive any objection to such venue, including any objection based on inconvenience. ### 14.3 Informal Resolution Before initiating any formal legal proceeding, you agree to attempt to resolve the dispute informally by contacting us at support@cocolytics.io and providing a written description of the dispute and the relief you seek. You agree to negotiate in good faith for at least 30 days before initiating any formal action. ### 14.4 Time Limitation Any claim arising out of or related to these Terms or the Service must be brought within one (1) year after the cause of action arises, except where a longer period is required by mandatory applicable law. Claims brought after this period are permanently barred. ### 14.5 No Class Actions To the maximum extent permitted by applicable law, any dispute must be brought in your individual capacity. You waive any right to bring or participate in any class, collective, or representative action against us. ## 15. Changes to These Terms We may modify these Terms at any time, in our sole discretion. Modified Terms will be posted at cocolytics.io with an updated Effective Date. Material changes may, but are not required to, be communicated by additional means. Modified Terms take effect immediately upon posting unless otherwise specified. Your continued use of the Service after a change takes effect constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service and may cancel your subscription. Your sole remedy for disagreement with a modification is cancellation. ## 16. Force Majeure We will not be liable for any failure or delay in performance under these Terms due to causes beyond our reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, government action, pandemic, labor dispute, internet or telecommunications failure, cyberattack, failure or unavailability of any third-party service, or any other event of force majeure. ## 17. General Provisions ### 17.1 Entire Agreement These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings. ### 17.2 Severability If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect. ### 17.3 No Waiver Our failure to enforce any provision of these Terms is not a waiver of that or any other provision. ### 17.4 Assignment You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Any attempted assignment without consent is void. We may assign or transfer our rights and obligations at any time without notice or consent. ### 17.5 No Third-Party Beneficiaries These Terms are for the sole benefit of you and us and do not create any third-party beneficiary rights. ### 17.6 Relationship of the Parties You and we are independent contractors. These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship. ### 17.7 Notices We may provide notices to you by email to the address associated with your account, by posting on cocolytics.io, or by in-product notification. You must provide notices to us at support@cocolytics.io. ### 17.8 Export and Sanctions Compliance You represent and warrant that you are not located in, under the control of, or a national or resident of any country, or on any restricted-party list, that is subject to applicable trade sanctions. ### 17.9 No Legal Advice Nothing in these Terms or in any communication from us constitutes legal, tax, regulatory, or compliance advice. You should consult your own advisors regarding your specific situation. ## 18. Contact For any questions, support requests, or legal notices regarding these Terms: Email: support@cocolytics.io Legal entity: Lucas Guimarães Leite LTDA Country: Brazil By accessing or using the Cocolytics Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.