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Developer Agreement

Thank you for your interest in creating Templates, Lawtex Components, or Special Services Applications content. This Legal Engineering Developer Agreement is part of the Terms of Use and License, includes all references expressly mentioned in this document, and describes the relationship between you and Looplex (“Looplex,” “Licensor,” “we,” “us,” or “our”) and governs your use of the Store or the System to make distributed content (exclusive or non-exclusive) available to clients and partners.

BY AGREEING TO THESE TERMS, YOU DECLARE AND WARRANT TO US THAT YOU HAVE THE AUTHORITY TO ACCEPT THIS AGREEMENT AND YOU ALSO AGREE TO BE BOUND BY ITS TERMS. THROUGHOUT THIS AGREEMENT, WE REFER TO YOU AS THE DEVELOPER, BUT WE UNDERSTAND THAT, IN SOME CASES, YOU MAY BE AN ATTORNEY OR A PROVIDER SUBMITTING OR DISTRIBUTING SPECIAL SERVICES, LICENSED APPLICATIONS, AND/OR THIRD-PARTY-DEVELOPED APPLICATIONS.

1. Store Account

1.1. Store Account. To submit Applications, Templates, Lawtex Components, or Third-Party Services to the Store, you must open a Store Account through the portal or environment provided by Looplex. Looplex may verify the information submitted when you set up your Store Account. You may be required to pay Looplex a service review fee to submit your application for certification. Your Store Account must only be used by you and those authorized as your representatives. You are responsible for all activities performed with your Store Account and must adhere to the System’s general Usage Policy.

1.2. Store Account Removal. If you are unable to maintain your Store Account in good standing (e.g., failure to pay any applicable fees associated with the Store Account, providing Looplex with incorrect or outdated information, failing to provide required tax-related information, engaging in fraudulent or dishonest activities, failing to maintain an active status in the Store catalog, or repeatedly submitting Applications, Templates, Lawtex Components, and Third-Party Services that violate this Agreement, abusing the Store service, or interfering with others’ use of the Store service), Looplex may revoke your Store Account, remove your applications from the Store, delete application ratings and reviews, and take other measures available to Looplex, including, when appropriate, withholding any revenue from Applications, Templates, and Third-Party Services owed to you.

2. Submission, Evaluation, Certification, and Distribution of Applications

2.1. Developer Environment. Looplex may provide a website or other interface through which developers access information and receive communications from Looplex regarding the Store and can submit Applications, Templates, and Lawtex Components for distribution.

2.2. Submission. You must submit each Application and metadata of each Third-Party Service within the Application that you wish to make available through the Store to Looplex, including all updates to each Application, Template, and Lawtex Component. You are solely responsible for the Application, Template, Lawtex Component, and Third-Party Services you submit. You are responsible for providing support and delivering updates. Looplex may retain or destroy all copies of the Application, Template, and Lawtex Component and other materials you submit, including source code. Looplex will not return them, so keep your own backup copies.

2.3. Updates. You may submit updates for Applications, Templates, and Lawtex Components for certification and distribution through the Store. You understand that end users may opt to receive updates automatically. You may not add new functionality to your Application, Template, or Lawtex Component through an update that requires written consent from the Client without first notifying the Client and obtaining any authorizations required by law in the markets where you choose to distribute your Application, Template, or Lawtex Component.

2.4. Certification. Looplex may test each Application, Template, or Lawtex Component (including updates) you submit for compliance with this Agreement (which includes applicable certification requirements) and other policies available to you (if any). However, Looplex does not guarantee that it will certify the submitted content nor guarantee that it will notify whether such certification has been provided to Clients.

2.5. Submitted Content. You are solely responsible for selecting all legal and non-legal content made available through your Application, Template, Lawtex Component, and Third-Party Services. Looplex’s certification does not constitute any representation or confirmation by Looplex that your content complies with these requirements nor does it constitute any acceptance by Looplex of liability or obligation regarding these requirements.

2.6. Responding to Claims. If Looplex receives a third-party claim requesting that your content be modified or removed, Looplex may remove the Application, Template, or Lawtex Component and/or forward such claim to you. You must respond to the notice as reasonably practicable and comply with all other requirements of Looplex’s policies.

2.7. Making a Claim. If you believe another Application, Template, or Lawtex Component infringes on your rights, you may submit a claim to Looplex in accordance with Looplex’s notice and takedown policies.

2.8. Content Availability. Looplex has no obligation to make any Application, Template, Lawtex Component, API access, or Third-Party Service you submit available or maintain its availability (e.g., as Non-Exclusive Distributed Templates), even if your Application, Template, or Lawtex Component has been Certified.

2.9. Promotional Codes. By selecting a promotional code offered in the SDK or developer portal for the Store, you grant Looplex, its agents, Affiliates, licensees, and partners the right to use your Special Services or Third-Party Services concerning the distribution, promotion, and marketing of these promotional codes. You may not resell promotional codes or obtain any payment for them.

2.10. Removal Policies. Looplex may remove or suspend the availability of any Application, Template, Lawtex Component, or Third-Party Service in the Store for any reason. Reasons may include, without limitation: (a) your violation of the terms of this Agreement, the Terms of Use and License, or the Marketplace Terms; (b) the explicit termination of this Agreement or the associated license grants to content; (c) a claim or allegation that the Application, Template, or Lawtex Component infringes on third-party intellectual property rights; (d) complaints about the content or quality of your content. Looplex may also deactivate copies and Documents of an Application, Template, or Lawtex Component previously created if Looplex believes such content may cause harm to end users, comply with legal processes, or by force of law.

2.11. Modification or Discontinuation. The Store and the SDK development environment, interfaces, and any associated portals or sites are owned by Looplex. Looplex may, at its sole discretion, modify or discontinue them at any time.

3. Licensing Your Content

3.1. Looplex Commitment. Looplex’s role is to provide the System, platform, technology, and services to enable the Store and facilitate Client acquisition of Applications, Templates, Lawtex Components, and Third-Party Services. You, not Looplex, are the distributor of the Application, Template, Lawtex Component, and/or Third-Party Service to be offered and distributed. You acknowledge that: (a) Looplex will receive, on your behalf, payments a Client makes to purchase or subscribe to any content or Third-Party Services through the Store; (b) Looplex services provided to you include processing purchases, returns, and chargebacks for you resulting from Clients’ acquisition or subscription to Applications, Templates, Lawtex Components, and Third-Party Services; and (c) Looplex will make payments to you in accordance with the content distributor payment policy. You grant Looplex the right to designate Looplex Affiliates, payment processors, and mobile operators as sub-agents.

3.2. Granting Rights to Looplex. You do not transfer ownership of any Application, Template, or Lawtex Component to Looplex by submitting it, but you grant Looplex, as your agent or representative, the worldwide right to sublicense (especially in the case of Templates and Lawtex Components), host, install, use, reproduce, perform, and publicly display via any digital transmission technology, format, make available to clients (including multiple distribution levels), insert third-party ad controls you select, license the Application (including removing pre-existing licenses) for the purposes of exercising the rights and responsibilities Looplex undertakes under this Agreement, including calculating, charging, and collecting mandatory taxes, certifying your application, and conducting penetration tests or other security vulnerability assessments (if certification applies). Looplex may also periodically evaluate your Application after it becomes available in the Store to ensure ongoing compliance with this Agreement, its compatibility with Looplex’s distribution and development platforms, and to improve Looplex’s distribution and development platforms.

3.3. Marketing Rights. You grant Looplex, its agents, service providers, licensees, marketing partners, and Affiliates the right to use, reproduce, publicly display, and publish the authorship of the Application, Template, or Lawtex Component. Looplex may showcase your Application, Template, and distributed Lawtex Component in marketing actions, presentations, demonstrations, trade shows, industry events, and press releases. This authorization does not apply to Private Templates and Lawtex Components, which will remain confidential. However, nothing in this Agreement prevents Looplex from using your content as permitted by law and without a paid license, for instance, for internal testing and demos.

3.4. Content Removal. You may request Looplex to remove the availability of your Application, Template, or Lawtex Component from the Store (a function that may be termed “unpublishing,” “ceasing distribution,” or similar). Within a reasonable time, Looplex will remove the affected content from the Store and cease its availability, except for the continued generation and execution of Client Documents that previously utilized the Application, Template, or Lawtex Component.

3.5. Application Ratings and Reviews. The Store allows users to comment on and rate Applications, Templates, Lawtex Components, and, if applicable, Third-Party Services. Looplex may use these ratings and other data to determine content placement or offer in the Store, including removal in case of negative reviews. Your content may be subject to ratings and/or comments from users that you may not agree with. You may not attempt to manipulate ratings, scores, or reviews of your Application, Template, Lawtex Component, or Third-Party Services.

3.6. Privacy Policy for Distributed Content. You must maintain a privacy policy if (a) your Application, Template, or Lawtex Component accesses, collects, or transmits any Personal Information to you or third parties, or (b) you choose to receive Application analytics and error reporting data from Looplex. You are responsible for informing Clients about your privacy policy (including providing this policy to Looplex to display to Clients). Your privacy policy must (a) comply with applicable laws and regulations, (b) inform users about the information accessed, collected, or transmitted and how this information is used, stored, protected, and disclosed, (c) describe the type of control users have over the use and sharing of their information and how they can access it, and (d) not violate, restrict, or contradict the general Privacy Policy of the System outlined in the Terms of Use.

3.7. Client License for Store Applications. You may provide a license agreement for the Client for your Application, Template, Lawtex Component, or Third-Party Service in the Application. This licensing must never revoke or contradict Looplex’s general licensing rules for distributed content. The license agreement or other terms, including the privacy policy, must be submitted to Looplex for publication through the content description materials you provide. If you fail to provide such materials, standard license terms will apply between You and the Clients. You acknowledge that Looplex cannot guarantee Clients will comply with the terms of your license agreement.

4. Application, Template, Lawtex Components, and Services Requirements

4.1. Third-Party Services Within Templates. The disclosure provided on the Store’s content description page may include your complete contact information and details about hiring services available within the Application, Template, or Lawtex Component itself. You must disclose to Looplex any controlled technology employed, used, or compatible with your application and take reasonable actions requested by Looplex as necessary for the company to meet its legal obligations.

4.2. Third-Party Rights. Your Application and Application Assets must not infringe or misappropriate any intellectual property or personal rights of third parties. You are and will remain – bearing the corresponding costs and expenses – responsible for securing, notifying, and maintaining all necessary rights, permits, and consents, as well as for paying all licensing fees and assuming all obligations associated with notices related to this.

4.3. Advertising. If you choose to use Looplex’s advertising services, you will be subject to and agree to the terms established by Looplex. If you choose to participate in the promotion program, you will be subject to and agree to the terms outlined in that program.

4.4. Subscriptions. You are responsible for accurately describing all Subscription offers and associated terms and conditions.

5. Prices, Payments, Transactions, and Taxes on Distributed Content

5.1. Prices of Applications, Templates, Lawtex Components, and Third-Party Services. When submitting an Application, Template, Lawtex Component, or Third-Party Service, you will designate the price (if any) to be charged to Clients, selecting a price range consistent with the ranges specified by Looplex in the applicable Store Documentation. Looplex will charge Clients this price for licensing your content as acquired through the Store.

5.2. Store Fees. The Store Fee (plus any applicable taxes in connection with paying this Store Fee) that you owe Looplex will be deducted from the Net Receipts to calculate the Application Revenue payable to you under this clause. The Store Fee is:

  • 5.2.1. Thirty percent (30%) of Receipts for all Applications, Documents generated from Templates and Lawtex Components, or Third-Party Services charged to Clients in the Store on a non-subscription basis.

  • 5.2.2. Twenty percent (20%) of Receipts for all Applications, Documents generated from Templates and Lawtex Components, or Third-Party Services contracted by Clients in the Store through a Subscription;

  • 5.2.3. Fifteen percent (15%) or another percentage specified in promotions of Receipts for all Applications, Documents generated from Templates and Lawtex Components, or Third-Party Services when the Client contracts using a valid promotional code, whether time-limited or not.

5.3. Payment Terms. Looplex will pay you all applicable Revenue due and payable to you under this Agreement. Payments generally occur monthly, for the previous month, and are subject to adjustment by Looplex if they meet the following relevant thresholds:

  • 5.3.1. Minimum Value. If the Revenue is less than R$150, Looplex may choose to carry forward the amount due to subsequent months until the total due amount is at least R$150.

  • 5.3.2. Payment Processing. Looplex will pay you Revenue in accordance with Looplex’s then-current payment policies and in the manner you specified during Store Account setup. Looplex is not responsible for delays or misapplication of payments due to incorrect or incomplete information provided by you or a bank, nor for a bank’s inability to credit your account. The amount you actually receive will depend in part on the fees and charges imposed by the financial institution (which will be deducted) and any applicable tax withholding requirements, and the amount you receive will have already deducted all withholding, use, or value-added taxes that may be charged between you and Looplex. You must provide Looplex (or its third-party payment processor) with all requested financial, tax, and banking information so that Looplex can pay you under this Agreement. Looplex will notify you of any changes to the required information through updates to the Documentation. If you fail to keep this information updated and accurate, Looplex may remove your Application or Third-Party Service from the Store and withhold amounts owed to you under this Agreement. A Client will be considered to have fully paid for an Application or Third-Party Service in the Application when Looplex receives payment from the Client, and any failure by Looplex to send you the amounts owed will not affect the Client’s rights to an Application or Third-Party Service in the Application.

  • 5.3.3. Retention Costs. If Looplex removes your content or Third-Party Service from the Store and/or from any Client’s devices due to a violation of this Agreement or in response to an intellectual property infringement claim, Looplex may deduct all costs incurred for removing such content or Third-Party Service from the Revenue.

  • 5.3.4. Taxes on Payments. You are responsible for your own sales, service, use, or value-added taxes (if any) related to the Store Fee that Looplex charges you. You must provide accurate tax profile information as requested by Looplex. If it is mandatory to withhold taxes on any amounts payable to you by Looplex, Looplex will deduct these taxes from the amount due and make the payment to the tax authority.

  • 5.3.5. Refunds, Reconciliation, and Indemnification. We will deduct from the amounts we pay you all costs and expenses we incur on your behalf for returns and chargebacks of your Application, Template, Lawtex Component, or Third-Party Services. You grant Looplex the right to provide refunds to Clients in accordance with Looplex’s current policies and applicable laws.

6. Warranties and Confidentiality

Warranties. You represent, warrant, and assure Looplex that: (a) You have the authority to enter into this Agreement and fully perform the obligations set forth in this Agreement; (b) If you are a company, law firm, or other legal entity and not an individual, then the individual entering into this Agreement on your behalf represents that they have all necessary legal authority to bind you to this Agreement; (c) The listing, distribution, and monetization of your content in the Store do not and will not violate any agreement you are a party to or otherwise aware of. You have obtained all necessary consents, approvals, or licenses (including written approvals from third parties, where applicable) required for you to make your content available in the Store; (d) The exercise of the rights granted by you under this Agreement will not require Looplex or its Affiliates to pay any amount to third parties.

7. Reporting

7.1. Transaction Data. Looplex will provide you with reporting features for your activities in the Store, including aggregated information related to your downloads, licensing transactions, and Third-Party Service contracts, as well as payments from Looplex to you as provided in this Agreement.

7.2. Usage and Error Report Data. At its discretion, Looplex may provide telemetry data, Application, Template, and Lawtex Component failure data (“Usage and Error Report Data”). You agree to use the Usage and Error Report Data solely for (a) testing purposes and resolving compatibility issues, fixing, and resolving “bugs” or other quality issues related to your content; or (b) improving your Application. Additionally, you agree not to provide the Application Analytics data to third parties (except for a Third-Party Service provider assisting you). You are not permitted to aggregate (or allow any third party to aggregate) Application Analytics data with third-party data. You may not use the Application Analytics data to attempt to identify or derive information about any specific end user or device.

8. Disclaimer, Limitation of Liability, and Claim Defense

8.1. DISCLAIMER OF WARRANTY. WE PROVIDE THE STORE, THE DEVELOPMENT ENVIRONMENT, AND THE SDK “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” YOU ASSUME THE RISK OF USING THE STORE. LOOPLEX DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EFFORT OF IMPROVEMENT, AND NON-INFRINGEMENT, RELATED TO THE STORE, THE DEVELOPMENT ENVIRONMENT, AND THE SDK. YOU WAIVE ANY WARRANTY THAT ACCESS TO OR USE OF THE STORE, THE DEVELOPMENT ENVIRONMENT, AND THE SDK WILL BE UNINTERRUPTED OR ERROR-FREE.

8.2. LIMITATION OF LIABILITY. YOU MAY RECOVER FROM LOOPLEX AND ITS AFFILIATES ONLY DIRECT DAMAGES UP TO AN AMOUNT EQUIVALENT TO R$100. YOU ARE NOT ENTITLED TO AND WAIVE ANY RIGHT TO RECOVER ANY OTHER LOSSES OR DAMAGES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES, LOST PROFITS, SPECIAL, INDIRECT, PUNITIVE, OR INCIDENTAL DAMAGES FROM ANY INTERESTED PARTY. THESE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF THE INTERESTED PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF DAMAGES.

8.3. Content Retention. If you or Looplex terminate this Agreement or if you request that Looplex remove your content from the Store, Looplex may retain a copy of the submitted content indefinitely. Unless the content was removed from the Store due to a court order related to intellectual property infringement, you grant Looplex a perpetual license to reproduce and make this content available only to Clients who previously downloaded it or for purposes of managing storage, backup, restoration, or technical requirements of generated Documents.

9. Signed Content

9.1. Signed Content (Signature Product). In addition to the author of the Template, Lawtex Component, or application submitted for distribution, Templates and Lawtex Components may receive a “Signed Content” or “Seal of Quality” designation from a natural person, law firm, company, or group of professionals (lawyers or otherwise) considered experts in the subjects and matters addressed in the Template (“Expert”).

9.2. Licensing of Signed Content. The Expert grants Developers the right and license to use the trademark, distinctive trade sign, or even name and surname indicated by the Expert in connection with the exclusive or non-exclusive distribution of a Template or Lawtex Component. This use of the trademark, sign, or name is not as an indication of authorship but as a verification or approval seal by the Expert for that content, using expressions such as “Approved by [Person’s Name],” “Library Content by [Person’s Name],” “Reviewed by [Person’s Name],” or equivalent expressions.

9.3. Permissible Recommendation Expressions. The expressions used to mark the signature may be restricted by a separate agreement between the Expert and Developer. The System or Store interface may provide additional space for explanatory text, declarations, or disclaimers, such as “This is a well-made and well-thought-out contract. We use these same clauses and rules to solve complex cases in our legal practice,” or similar statements. The parties must decide between themselves the preferred text and indicate this at the time of submission for distribution. Looplex will not verify content or analyze the accuracy or compliance of any agreement outside these Terms of Use.

9.4. Exclusive or Non-Exclusive Licensing. The Expert’s recommendation may be exclusive or non-exclusive. If the parties do not agree on this, the presumption is that the use of the Expert’s trademark, sign, or name is non-exclusive and may be negotiated with another Developer. The license applies only to the licensed Templates and Lawtex Components and does not extend to any other products or services.

9.5. No Sublicensing of the Expert’s Trademark. The Developer may not sublicense the rights granted herein or, without prior written consent from the Expert, authorize any person, company, corporation, or other entity to use any of the trademarks, signs, or names in a way that could confuse third parties.

9.6. Developer Will Not Register Expert’s Trademark. The Developer may not register or attempt to register in their own name or on behalf of a third party any trademark, sign, or domain name that incorporates, in whole or in part, material from any of the Expert’s trademarks, signs, or names unless expressly authorized by the Expert. The Developer acknowledges that the Expert is the owner of all trademarks, signs, or names being licensed, whether registered or not.

9.7. No Assignment or Grant, Only Limited Licensing. This agreement does not assign or grant the Developer any right, title, or interest in the Expert’s trademarks, signs, and names, with the Developer expressly understanding and acknowledging that all rights related to them are reserved by the Expert, except for the rights specifically granted to the Developer under this agreement.

9.8. Duration of Licensing for Signed Content. The Expert’s recommendation and the use of their trademark, sign, or name may occur during the distribution period of the Template or Lawtex Component or for another period directly agreed upon by the parties without Looplex’s involvement.

9.9. Only One Expert Recommending Per Template or Lawtex Component. The Developer may not use any of the Expert’s trademarks, signs, or names in combination with other trademarks, signs, or names not belonging to the Expert, whether registered or not, in the same Template or Lawtex Component unless the parties have expressly agreed otherwise in a separate document.

9.10. Expert Licensing Fee. As payment for the licenses granted here and the other benefits resulting for the Developer, the Developer will make every effort to promote the sale of signed Templates and Lawtex Components and further agrees to pay the Expert a fee or royalty of 30% based on the amount received from Subscriptions or licensing of the respective Templates and Lawtex Components. This percentage may vary by agreement between the parties, which will be communicated to Looplex or the Store’s payment processor.

9.11. Expert Fee Percentage. The percentage fee or royalty for the Expert will be calculated on the gross balance after deducting the Store Fees specified in 5.2. The amount paid may be subject to withholding taxes and legally required contributions.

9.12. Payment Terms for the Expert. The Expert will receive payment under the same form and conditions as the Developer in accordance with the Payment Terms in clause 5.3.

9.13. Approval of Materials by the Expert. The Developer must take all reasonable steps to allow the Expert to approve Templates and Lawtex Components as well as advertising materials the Developer intends to use in connection with this licensing.

9.14. Deadlines and Materials for Approval. Approval will be (i) of the Template or Lawtex Component, running on the platform, accessible by the Expert in a System account for at least 30 days for initial approval and 15 days for updates, these periods being subject to change by mutual agreement; and (ii) the finalized artwork of the advertising materials (digital or physical format), showing the exact use of the trademark, sign, or name of the Expert in connection with this licensing.

9.15. Rejection of Materials by the Expert. The Expert has the right to reject any Template or material submitted to them for any reason, including if the Expert determines, at their sole discretion, that the materials in question would harm the value and goodwill associated with the trademarks, signs, or name, due to (i) failure to meet the Expert’s general quality standards; (ii) use of designs or concepts that inaccurately represent the trademarks, signs, or name of the Expert; (iii) use of unethical, immoral, or offensive materials; (iv) failure to include appropriate copyright or trademark notices; or (v) any other reasonable cause.

9.16. Revocation of Licensing by the Expert. If the Developer or any of its officers, directors, board members, or key collaborators commit any act that, in the Expert’s reasonable and good faith opinion, depreciates or harms their reputation and integrity, including, but not limited to, conviction for any crime, ethical violations, or any act of moral impropriety, the other party will have the right to terminate the licensing by giving thirty (30) days’ written notice.

9.17. Revocation of Licensing by the Developer. The Developer may revoke the licensing by removing the Template or Lawtex Component from the Store or ceasing its exclusive distribution.

10. Termination

10.1. Termination by Looplex. Looplex may terminate this Agreement or suspend your access to the Store and development environment for any reason, including, but not limited to: (a) your breach of this Agreement; (b) Looplex’s decision to cease offering the Store or development environment; (c) any regulatory, legal, or compliance requirement that makes continued operation of the Store or your content’s availability infeasible; or (d) your involvement in fraudulent, unethical, or harmful activities.

10.2. Termination by You. You may terminate this Agreement at any time by ceasing use of the Store, the development environment, and any associated services, and by notifying Looplex of your decision to terminate.

10.3. Effect of Termination. Upon termination of this Agreement:

  • (a) Your access to the Store and development environment will cease immediately.
  • (b) Looplex may retain a copy of the submitted content for record-keeping, legal, or operational purposes, except where otherwise prohibited by law or court order.
  • (c) Your obligation to pay any outstanding fees to Looplex will remain in effect.
  • (d) Any licenses granted to Looplex and its Affiliates for content already distributed to Clients will survive for the duration required to fulfill obligations to those Clients.

11. Miscellaneous Provisions

11.1. Changes to the Agreement. Looplex reserves the right to update or modify this Agreement at any time. If any changes are made, Looplex will notify you via the email address associated with your Store Account or through an update to the Documentation. Continued use of the Store after such modifications constitutes your acceptance of the revised terms.

11.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Brazil, without regard to its conflict of law principles.

11.3. Dispute Resolution. Any disputes arising under this Agreement shall be resolved through arbitration in São Paulo, Brazil, in Portuguese, in accordance with the rules of the Brazilian Arbitration Act.

11.4. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.5. Force Majeure. Looplex will not be liable for delays or failure to perform its obligations under this Agreement due to events beyond its reasonable control, such as natural disasters, strikes, or governmental actions.

11.6. Entire Agreement. This Agreement constitutes the entire understanding between you and Looplex concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

11.7. Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision.

11.8. Assignment. You may not assign this Agreement or any of your rights under it without Looplex’s prior written consent. Looplex may assign this Agreement or any of its rights under it without restriction.

11.9. Survival. Provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.