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Partnership for System Sales Mediation

PLEASE READ THIS COMMERCIAL PARTNERSHIP AGREEMENT FOR MEDIATION CAREFULLY, AS IT IS PART OF THE TERMS OF USE AND LICENSE OF THE LOOPLEX SYSTEM. BY CLICKING “ACCEPT AND AGREE” OR DIGITALLY SIGNING THE DOCUMENT, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This document constitutes a usage license agreement (“Agreement”) between LOOPLEX S.A., headquartered at Rua Cardeal Arcoverde, nº 2.365, 3rd floor, São Paulo, São Paulo, ZIP 05407-003, registered with the CNPJ under no. 20.026.785/0001-89 (“Licensor”, “Looplex” or “We”), and any person or unincorporated entity entering into a mediation agreement with the System, either personally or through their legal representative (“Licensee,” “You,” or “Partner”). THIS AGREEMENT IS AN ANNEX AND INTEGRAL PART OF THE TERMS OF USE BUT WILL ONLY BE VALID IF YOU SPECIFICALLY ENABLE PARTICIPATION IN THE MEDIATION OR DISTRIBUTION PROGRAM, WHICH MAY INCLUDE THE REQUIREMENT TO ACCEPT OR SIGN THIS ANNEX SEPARATELY, IN ADDITION TO THE GENERAL TERMS OF USE ALREADY ACCEPTED IN THE SYSTEM. (Licensor and Licensee are also individually referred to as “Party” and collectively as “Parties,” and whenever the context requires, the Licensee shall include the Users associated with it).

AS A CONDITION FOR MEDIATING OR DISTRIBUTING THE SYSTEM AND ANY OF ITS SERVICES OR CONSTITUENT PARTS, YOU MUST ACCEPT THE TERMS OF USE, THIS ANNEX, AND ALL OTHER APPLICABLE ANNEXES. IF YOU DO NOT WISH TO OR CANNOT ACCEPT THIS AGREEMENT, YOU MAY NOT MEDIATE THE DISTRIBUTION OR USE THE SYSTEM, ITS SERVICES, AND RELATED DOCUMENTATION IN ANY WAY, NOR MAY YOU DEVELOP OR PARTICIPATE IN ANY PARTNERSHIP PROGRAMS WITH LOOPLEX OR PROVIDE SERVICES BASED ON THE SYSTEM IN ANY CAPACITY.

1. Purpose

1.1. Purpose. The purpose of this Agreement is the Mediation by the Partner of Business to be conducted by Looplex at its sole discretion, as well as the promotion of the Looplex Platform System by the Partner to new clients, prospective clients, and/or already prospected clients.

1.2. What is Mediation. The Partner has a solid understanding of potential clients in the legal market and is interested in mediating business to be conducted by Looplex. “Mediation” or “Mediate” means the Partner’s prospecting of clients for Business with Looplex, the prospecting of new Business from existing clients, presenting proposals to clients, securing the client and/or the prospected Business, as well as overseeing the finalized Business with the client and its management.

1.3. Business to be mediated. “Negotiate,” “Business,” or “Businesses” mean the effective acquisition of clients and subscription licenses and services for clients and/or new clients for Looplex.

1.4. What can be mediated. The Businesses to be acquired by the Partner may pertain to any product or service offered by Looplex, although the enablement process may limit the scope of authorized mediation to a limited group of Looplex services or licenses. Products, licenses, and services offered in the Looplex Marketplace and Store are not initially part of this mediation. The Parties may agree on the provision of other services necessary for the promotion and marketing of products and services, provided they are authorized by Looplex.

2. Non-Exclusivity

2.1. No exclusivity and territory. Mediation will be carried out by the Partner on a non-exclusive basis in any location within the territory specified during the enablement process, or if not specified, within the national territory. Looplex may, at any time and at its sole discretion, appoint other mediators to carry out the Services.

2.2. Looplex and other partners may act freely. Looplex and other partners may offer products and services without restrictions and directly in the Territory, without resulting sales or licenses entitling the Partner to receive commissions.

3. Conditions for Mediation

3.1. Inclusion and exclusion of products. Looplex may at any time include or exclude products, licenses, and services from the mediation scope. For exclusion, a simple discontinuation of its offering is sufficient.

3.2. Setup fees and Special Services. The total setup fees and Special Services, along with payment terms, will be defined in contracts or proposals between Looplex and the client (with Partner awareness) and may vary case by case. The Partner may validate with Looplex an approximate estimate of the service’s cost before sending the commercial proposal, provided sufficient minimum information is available.

3.3. PRICE VARIATION. PRICE VARIATION IN EACH SALE. THE PARTNER DECLARES THAT THEY UNDERSTAND THAT THE NATURE OF THE SERVICES OFFERED BY LOOPLEX DOES NOT ALLOW FOR THE CREATION OF A GENERAL PRICING RULE THAT CAN BE DETERMINED ABSTRACTLY AND BEFORE THE PROJECT PLANNING FOR EACH CLIENT. THE PARTNER MAY REQUEST, VIA EMAIL, A ROUGH AND NON-BINDING ESTIMATE OF A BUSINESS’S POTENTIAL VALUE BEFORE INITIATING CLIENT PROSPECTING TO UNDERSTAND THE POTENTIAL ORDER OF MAGNITUDE. EVEN GENERAL VALUES DEFINED ON THE WEBSITE MAY BE SUBJECT TO SPECIAL DISCOUNTS AT LOOPLEX’S SOLE DISCRETION.

3.4. Discounts, deductions, and offer conditions. The Partner may not offer or grant deductions, discounts, or installment payments related to the sale of products, licenses, and services without Looplex’s prior express consent.

3.5. Information about new Businesses. The Partner must inform Looplex in advance and in writing about all clients to be prospected so that Looplex can approve the prospecting and potentially check for any conflicts with another Partner or Looplex’s team.

3.6. No employment relationship. The Partner must maintain its employees and representatives for Mediation, who will be chosen or replaced at the Partner’s sole discretion, convenience, and judgment, acting under the Partner’s full responsibility. Looplex will not have any employment relationship with these professionals nor have any control over their activities, except for the general restrictions of this Agreement applicable to the Partner.

3.7. No agency or representation. This is not an agency or commercial representation agreement. If you wish to habitually and exclusively sell and offer Looplex services, you must enter into a commercial representation agreement. You have no representative or agent rights based on mediating business under this Agreement.

3.8. No non-compete applies to mediation. The Partner may provide mediation services to Looplex competitors but may not market, by themselves or through third parties, or accept other mediations of products or services competing with those of Looplex that could, in any way, be confused with those of Looplex during the offering process, leading the client to error.

3.9. Use of Looplex trademarks and signs. The Partner must respect and not use Looplex’s trademarks, trade name, insignia, domain names, distinctive signs, advertising expressions, intellectual properties, or other elements characterizing Looplex and/or the Products in the context of mediation unless they comply with clause 20 of the Terms of Use and License. The use of Looplex trademarks and signs does not imply any associative or labor ties with the Partner.

3.10. Provision of information. If requested, the Partner will provide Looplex with reports containing information related to Mediation activities, including but not limited to client visits, new client prospecting, implemented client relationship actions, ongoing projects, and other relevant information about their activities. They will also provide necessary clarifications as required.

4. Commission

4.1. Commission value. The Partner will be entitled to a commission on the value of the commercialized products and/or services successfully completed, directly mediated by them within the Territory (“Commission”), corresponding to 10% (ten percent) of the gross amount paid by the Client to Looplex.

4.2. Commission considers what Looplex received net. The Commission will be calculated on the total value of product sales and service provisions mediated by the Partner, less all collection or payment gateway fees and any deductions, discounts, and bonuses applied by Looplex.

4.3. Timeframe and conditions for commission payment. The Commission will be paid by Looplex to the Partner by the 20th (twentieth) of the month following the final client settlement of invoices for product sales and/or service licenses. Payment is conditioned on the Partner providing Looplex with a service invoice at least 10 (ten) days in advance of each payment. Looplex will not be responsible for payment delays due to the absence or delay in invoice submission by the Partner.

4.4. Late payments. Unjustified delays exceeding 30 (thirty) days in payments due to mediation will result in a 2% (two percent) late penalty on the amounts due and late interest of 0.5% (half a percent) per month, calculated pro rata die, until the effective payment date.

4.5. No commission for refused or unclosed businesses. No commission will be due to the Partner if product orders and/or service execution requests are refused by Looplex or if the client fails to settle amounts due to Looplex.

4.6. Commission changes. The Parties may change commission rates or promote variations through an addendum to this Agreement. Looplex may also change commission rules at any time, but this will only affect future businesses entered after the change to the Terms of Use, ensuring payment flow under previous rules for already closed businesses.