CronusAI Platform Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you, as an individual or entity, and SOFTBLITZ PESQUISA DESENVOLVIMENTO E CONSULTORIA DE SOFTWARE DO BRASIL LTDA - ME ("Company," "we," or "Provider") governing your use of the CronusAI platform. CronusAI is a software-as-a-service (SaaS) platform for human resources management, time tracking, payroll processing, employment contracts, and employee management, operating within the OrbittAI ecosystem.

By accessing, registering for, or using the Platform, you agree to be bound by these Terms in their entirety. If you do not agree with any provision of these Terms, you must not use the Platform. These Terms apply to all users of the Platform in the United States market. The Company operates in compliance with applicable federal and state laws, including the Federal Trade Commission Act (15 U.S.C. § 45), which prohibits unfair or deceptive acts or practices in or affecting commerce.

2. Definitions

For purposes of these Terms:

Platform: The CronusAI software accessible via the internet, including web applications, APIs, interfaces, and all associated functionality.

Organization: A legal entity (corporation, LLC, partnership, or sole proprietorship) that subscribes to the Platform for management of employees, contractors, or service providers.

User: Any person who accesses the Platform, including administrators, managers, and operators designated by the Organization.

Worker: Employees, contractors, freelancers, gig workers, independent contractors, and other individuals whose data is processed through the Platform in connection with the Organization's operations.

Administrator: A User designated by the Organization with elevated permissions for configuration, management, and account administration.

Personal Data: Information that identifies, relates to, describes, or is reasonably capable of being associated with an identified or identifiable individual, as defined under applicable state and federal privacy laws.

Controller: The Organization that determines the purposes and means of processing Personal Data.

Processor: The Company that processes Personal Data on behalf of the Controller.

Sensitive Personal Information: Data revealing racial or ethnic origin, religious beliefs, health, sexual orientation, genetic data, biometric information, or precise geolocation, as defined under applicable state laws including the California Consumer Privacy Act as amended by the CPRA (Cal. Civ. Code § 1798.100 et seq.).

3. Company Identification

The CronusAI Platform is operated by:

SOFTBLITZ PESQUISA DESENVOLVIMENTO E CONSULTORIA DE SOFTWARE DO BRASIL LTDA - ME
CNPJ: 56.145.925/0001-85 (Brazil)
Address: Av Paulista 1471 Conj 1110, Bela Vista, São Paulo – SP, CEP 01311-927, Brazil

For U.S. users, contact information and support channels are available on the Platform website and within the OrbittAI ecosystem.

4. Scope of Service

The Platform provides: (a) time tracking and attendance management; (b) monthly cycle management and approval workflows; (c) employment contract generation and digital signature; (d) invoice generation and salary calculations (W-2, 1099, contractor, and multi-jurisdiction support for BR and US markets); (e) payment registration and signed receipt workflows; (f) employee document management; (g) multi-tenant company administration; and (h) AI-powered analytics and insights. Service delivery is subject to technical availability, infrastructure maintenance, and compliance with these Terms.

5. Registration and Account

Registration is required to use the Platform. You must provide accurate, complete, and current information. The Company reserves the right to request documentation to verify identity and legitimacy of registration. You are responsible for maintaining the confidentiality of your credentials and for all activities occurring under your account. The Company is not liable for unauthorized access resulting from your failure to safeguard credentials. Promptly notify the Company of any suspected unauthorized use.

6. Eligibility

The Platform is available only to: (a) entities duly organized and in good standing under applicable law; (b) individuals at least 18 years of age and with full legal capacity; (c) persons not prohibited from contracting by law or court order. Minors and incapacitated persons may not use the Platform. Organizations in regulated industries must comply with all applicable sectoral requirements.

7. User Profiles and Types

The Platform supports distinct user profiles: (a) system_admin – system administrator with global platform access and management of all organizations; (b) company_admin – company administrator with management of employees, cycles, contracts, invoices, and payments within the organization; (c) employee – worker with self-service access to personal records, contracts, invoices, and documents. Assigned profiles determine the scope of permissions and responsibilities. The Organization is fully responsible for appropriate profile assignment and for the conduct of its designated Users.

8. Organization Responsibilities

Organizations act as Controllers of Personal Data of Workers and other information entered into the Platform. Organizations must: (a) process data in compliance with applicable privacy laws and employment regulations; (b) obtain necessary consents and establish lawful bases for processing; (c) inform Workers about the processing activities; (d) ensure Platform use does not violate third-party rights; (e) maintain confidentiality and security of administrative access; (f) comply with tax, employment, and benefits obligations arising from the employment or contractual relationship. Organizations are responsible for compliance with the Fair Labor Standards Act (29 U.S.C. § 201 et seq.), state wage and hour laws, and applicable employment regulations. The Platform provides tools to support, not replace, legal and professional advice. Organizations remain solely responsible for employment decisions and compliance.

9. User Responsibilities

Individual Users agree to: (a) use the Platform in good faith and in accordance with these Terms; (b) not share access credentials; (c) not access or attempt to access third-party data without authorization; (d) report security vulnerabilities in good faith; (e) not use the Platform for unlawful purposes or to harm third parties. Violations may result in suspension or termination of access, without prejudice to other remedies.

10. Data Processing Roles

The Company acts as a Processor of Personal Data on behalf of Organizations, processing data only for documented purposes and instructions. The Company implements appropriate technical and organizational measures to protect data. The service agreement or a separate Data Processing Addendum defines the scope of processing, data categories, subprocessors, and confidentiality and security obligations. Processing activities are conducted in accordance with applicable U.S. federal and state privacy laws.

11. Compliance with Employment Law

The Platform provides tools to support employment and workforce management. It does not constitute legal, tax, or professional advice. Use of the Platform must comply with: (a) the Fair Labor Standards Act (FLSA) and state wage and hour laws; (b) federal and state anti-discrimination laws (Title VII, ADA, ADEA, and equivalents); (c) at-will employment doctrine where applicable; (d) state and local employment regulations; (e) worker classification requirements (employee vs. independent contractor). Organizations are exclusively responsible for accuracy of information and for compliance with applicable law. The Company is not responsible for Organizations' employment law violations, tax noncompliance, or benefits obligations. Employment relationships in the United States are generally at-will unless otherwise specified by contract or law.

12. Acceptable Use

The Platform must be used ethically, in compliance with applicable law, and in respect of third-party rights. Users shall use features for their intended purposes, maintain data integrity, and safeguard access. Acceptable use includes legitimate HR management, time tracking, contracts, payroll, and employee documentation, subject to applicable privacy and employment laws.

13. Prohibited Activities

The following are expressly prohibited: (a) using the Platform for unlawful or fraudulent purposes; (b) violating third-party rights, including intellectual property and privacy; (c) reverse engineering, decompiling, or disassembling the software; (d) circumventing security or authentication measures; (e) overloading infrastructure with abusive requests; (f) introducing malware or malicious code; (g) using Platform data for unauthorized purposes; (h) discriminating against Workers on the basis of protected characteristics; (i) sublicensing or reselling access without prior authorization. Violations may result in immediate suspension, termination, and civil or criminal liability.

14. Artificial Intelligence and Automated Decisions

The Platform may incorporate artificial intelligence for productivity analysis, insights, and recommendations. Consistent with the Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence (Exec. Order 14110, Oct. 30, 2023) and emerging AI governance frameworks, the Company commits to: (a) transparency regarding AI-generated outputs; (b) mitigation of algorithmic bias; (c) human oversight for high-impact decisions affecting Workers; and (d) alignment with evolving federal and state AI regulations. Organizations must adopt internal policies for human review of decisions that materially affect Workers' rights or conditions. The Company does not guarantee accuracy or fairness of AI outputs and is not responsible for decisions made by Organizations based on such outputs.

15. Service Availability

The Company will use commercially reasonable efforts to maintain Platform availability. Availability may be affected by: (a) scheduled or emergency maintenance; (b) third-party infrastructure (hosting, connectivity); (c) force majeure events; (d) unforeseeable hardware or software failures. The Company will, when feasible, provide advance notice of planned outages.

16. No SLA Warranty

Unless expressly agreed in a separate Service Level Agreement (SLA), the Company does not guarantee specific availability levels, response times, or uptime. The service is provided "as is" with respect to availability. Enterprise or custom contracts may include negotiated SLAs.

17. Third-Party Integrations

The Platform may enable integrations with third-party services (e.g., payroll systems, ERPs, e-signature providers). Such integrations are the responsibility of the User or Organization configuring them. The Company is not responsible for the operation, availability, or legal compliance of third-party services. Data sharing with third parties must comply with applicable privacy laws and lawful bases. Users should review third-party terms and privacy policies.

18. Data Ownership

Data entered into the Platform by Organizations and Users remains the property of the respective data owners. The Company does not acquire ownership of user content; it holds only the rights necessary to provide the service and comply with legal obligations. The license for processing arises from these Terms and the service agreement.

19. Data Export

Organizations may export their data through Platform features or by request to support, where technically feasible and not in conflict with legal or contractual obligations. The Company may charge for extraordinary or custom-format exports pursuant to commercial policies.

20. Data Portability

To the extent required by applicable law, including the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.) and other state privacy statutes, data subjects have the right to request portability of their Personal Data to another service provider. The Company will facilitate portability in the manner prescribed by applicable law. Where the Organization is the Controller, data portability requests from data subjects (Workers) should be directed to the Organization, which may engage the Company to fulfill the obligation.

21. Security Responsibilities

The Company implements appropriate technical and organizational measures to protect data, including encryption in transit and at rest, access controls, and security monitoring. Organizations and Users must contribute to security by using strong credentials, not sharing access, and reporting incidents. In the event of a security incident that may pose a material risk to individuals, the Company will notify affected Organizations and comply with applicable breach notification laws.

22. Intellectual Property

All software, interfaces, trademarks, logos, documentation, and materials of the CronusAI Platform are the exclusive property of the Company or its licensors. Users receive only a limited, non-exclusive, non-transferable license to use the Platform during the term of the agreement. Copying, modifying, creating derivative works, or commercial exploitation without express authorization is prohibited. Violations may result in civil and criminal liability.

DMCA Copyright Policy: Under the Digital Millennium Copyright Act (17 U.S.C. § 512), the Company will respond to valid notices of claimed copyright infringement. If you believe content on the Platform infringes your copyright, send a written notice to our designated DMCA agent containing: (a) identification of the copyrighted work; (b) identification of the infringing material and its location; (c) your contact information; (d) a statement of good faith belief that use is not authorized; (e) a statement of accuracy under penalty of perjury; and (f) your physical or electronic signature. Counter-notification procedures are available for users who believe their content was wrongly removed. The Company may terminate accounts of repeat infringers. DMCA agent contact information is available on the Platform website.

23. Confidentiality

The parties agree to maintain confidentiality of information exchanged in connection with Platform use, including business data, strategies, and technical information. The confidentiality obligation survives termination of the relationship, except for information that becomes public through legitimate means or that must be disclosed by law. Personal Data processing is governed by the Privacy Policy and applicable law.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S LIABILITY FOR SERVICES PROVIDED SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED AND PROVEN, ARISING FROM THE COMPANY'S NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR: (a) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (b) LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION; (c) DAMAGES EXCEEDING THE FEES PAID IN THE 12 (TWELVE) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; (d) FAILURES RESULTING FROM MISUSE, USER NEGLIGENCE, OR THIRD-PARTY ACTS; (e) ORGANIZATIONS' EMPLOYMENT, TAX, OR BENEFITS NONCOMPLIANCE; (f) DECISIONS MADE BASED ON PLATFORM OUTPUTS; (g) INTERRUPTIONS DUE TO FORCE MAJEURE. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF LIABILITY; IN SUCH CASES, LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

25. Indemnification

You and the Organization agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any claims, actions, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) violation of these Terms; (b) misuse of the Platform; (c) infringement of third-party rights; (d) improper processing of Personal Data due to Organization fault; (e) violation of employment, tax, or benefits laws. The Company will notify the indemnifying party of any claim and cooperate in defense; the indemnifying party shall control the defense and bear the costs.

26. Service Suspension

The Company may suspend access to the Platform, in whole or in part, without prior notice, in the event of: (a) violation of these Terms or applicable law; (b) nonpayment; (c) suspected fraud or illegal use; (d) court order or government directive; (e) need to protect system integrity or other users; (f) force majeure. The Company will endeavor to communicate suspension when circumstances permit.

27. Termination

Either party may terminate the agreement subject to notice and plan conditions. The Company may terminate immediately upon material breach of these Terms. Termination does not relieve the User/Organization of accrued obligations, including payments and indemnities. Upon termination, the User must cease use of the Platform. The Company may retain data copies as necessary for legal compliance and dispute resolution.

28. Survival of Clauses

Provisions that by their nature should survive termination shall remain in effect, including but not limited to: Definitions, Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, and the Arbitration and Class Action Waiver provisions.

29. Service Modifications

The Company reserves the right to modify, add, or discontinue Platform features, with advance notice when reasonably feasible. Material changes that significantly affect use may permit the User to terminate and receive a proportional refund, subject to plan and contract terms. Continued use after changes constitutes acceptance.

30. Terms Modifications

The Company may modify these Terms at any time by posting the revised version on the Platform or notifying Users. Materially adverse changes will be communicated at least 30 days in advance. Continued use after the effective date constitutes acceptance. Users who do not agree may terminate before the changes take effect. Periodic review of the Terms is recommended.

31. Governing Law

These Terms are governed by the laws of the State of Delaware and the federal laws of the United States, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For transactions involving goods, the Uniform Commercial Code may apply where pertinent. To the extent any provision conflicts with applicable law, it shall be modified to achieve compliance without invalidating remaining provisions.

32. Dispute Resolution and Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Informal Resolution: The parties shall first attempt to resolve disputes informally for at least 30 days.

Binding Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms or the Platform that cannot be resolved informally shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or Commercial Arbitration Rules for business disputes), as modified by these Terms. The arbitration shall be conducted by a single arbitrator in the English language. The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver: TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. This waiver does not prevent you from filing a complaint with a government agency.

Opt-Out: You may opt out of this arbitration and class action waiver by sending written notice to the Company within 30 days of first accepting these Terms. The notice must include your name, address, and a clear statement that you opt out of arbitration. Opting out does not affect other provisions.

Jurisdiction: To the extent arbitration does not apply or for equitable relief, the exclusive jurisdiction shall be the state and federal courts located in New York County, New York, and you consent to personal jurisdiction therein.

33. Jurisdiction and Venue

Subject to Section 32 (Arbitration), any legal action or proceeding shall be brought exclusively in the state or federal courts located in New York County, New York. You consent to the personal jurisdiction of such courts and waive any objection to venue.

34. Contact Information and State-Specific Notices

For questions regarding these Terms, privacy, or legal matters:

SOFTBLITZ PESQUISA DESENVOLVIMENTO E CONSULTORIA DE SOFTWARE DO BRASIL LTDA - ME
Av Paulista 1471 Conj 1110, Bela Vista
São Paulo – SP, CEP 01311-927, Brazil
CNPJ: 56.145.925/0001-85

Official contact channels are available on the CronusAI Platform website and the OrbittAI ecosystem.

California Residents: Under Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs. California consumers have additional rights under the CCPA/CPRA regarding their personal information. See our Privacy Policy for details.

New York Residents: New York users may have additional rights under state consumer protection and privacy laws. Contact the New York State Attorney General for consumer complaint information.

Other States: Residents of other states may have rights under applicable state consumer protection, privacy, or employment laws. Consult local authorities for information.

35. General Provisions

The invalidity or unenforceability of any provision shall not affect the remaining provisions. The Company's failure to enforce strict performance of any clause shall not constitute a waiver. These Terms, together with the Privacy Policy and other referenced documents, constitute the entire agreement between the parties regarding the CronusAI Platform. No modification shall be effective unless in writing and signed by authorized representatives. Headings are for convenience only. In the event of conflict between language versions, the English version shall prevail for U.S. market users.

Document prepared in accordance with applicable U.S. federal and state law. Last updated: March 2026.