Professional Services

v.2.1, updated on 06/29/2026

The Professional Services Agreement is entered into by and between the Customer and Looplex or any of its affiliates, group companies, or related entities that provide the Professional Services (“Provider”). The Customer’s right to use the Professional Services is subject to the Product Terms applicable to the contracted Product. If the Professional Services are contracted under a proposal, service order, SOW, Professional Services Plan, order form, or separate agreement, the terms of that specific instrument shall prevail with respect to the applicable Professional Services scope. If the Customer’s agreement is an earlier version that does not include terms for Professional Services, and the Customer has not signed or accepted any other professional services agreement or terms with the Provider, these Terms shall apply to any Professional Services purchased, contracted, or used by the Customer.

The security and protection terms applicable to Professional Services Data are described in the applicable Data Protection Terms, including the Provider’s DPA, where applicable. For purposes of these Terms, “Professional Services” also includes Supplemental Professional Services and legacy Special Services, as defined in prior terms or applicable commercial documentation. Supplemental Professional Services are additional, ancillary, educational, consulting, operational, technical, or support services that are not expressly included in standardized commercial Professional Services packages, including additional training, educational programs, classes, workshops, Looplex Academy, enablement programs, or one-off services described in a proposal, SOW, or applicable commercial documentation.

1. Warranties; Obligations of the Parties

The Provider warrants that the Professional Services will be performed with professional care and skill. If the Provider breaches this warranty and the Customer notifies the Provider of the failure within 90 days from performance, the Provider may, at its discretion, re-perform the Professional Services or refund the amount paid for the applicable service. This is the Customer’s sole remedy for breach of the Professional Services warranty.

Notwithstanding the foregoing, Deliverables provided free of charge, on a promotional, experimental, courtesy, or no-separate-fee basis are provided “AS IS,” without warranties. Except for the limited warranties expressly set forth in these Terms, the Provider makes no other express, implied, or statutory warranty, including any warranty of quality, title, non-infringement, merchantability, or fitness for a particular purpose. The Customer shall fulfill its responsibilities and obligations to support the performance of the Professional Services and shall be responsible for properly testing, deploying, maintaining, and using the Deliverables.

Acceptable Use Policy

The Customer shall not use the Deliverables: (a) in a manner prohibited by applicable law, regulation, governmental order, or decision; (b) to violate third-party rights; or (c) in any situation in which failure, error, interruption, or misuse may result in death, bodily injury, serious environmental or physical harm, serious risk of legal error, missed deadline, or failure of critical legal services, except as provided in the “High-Risk Situations” section.

High-Risk Situations

The Deliverables are not designed for autonomous use in situations in which an error, defect, interruption, or failure may result in serious legal, operational, environmental, physical, or personal risks (“High-Risk Use”). The Customer must implement appropriate human validation, internal controls, redundancies, and contingency plans before using Deliverables in critical situations. High-Risk Use is at the Customer’s own risk, and the Customer agrees to defend, indemnify, and hold the Provider harmless from damages, costs, and attorneys’ fees arising from such use.

Limitation of Liability

To the maximum extent permitted by applicable law, each party’s total liability for claims related to the Professional Services shall be limited to the amounts actually paid by the Customer to the Provider for the specific Professional Services giving rise to the claim in the 12 months preceding the event.

For recurring Professional Services, Managed Services, functional/technical sustainment, assisted operations, or other services performed on an ongoing basis, the limit shall be calculated exclusively based on the amounts paid by the Customer for the specific recurring scope giving rise to the claim in the 12 months preceding the event. For Professional Services or Deliverables provided free of charge, or Deliverables that the Customer is authorized to redistribute to third parties without a separate payment to the Provider, the Provider’s liability shall be limited to finally awarded direct damages up to BRL 20,000.00.

UNDER NO CIRCUMSTANCES SHALL THE PARTIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOST PROFITS, OR BUSINESS INTERRUPTION, RELATED TO THE PROFESSIONAL SERVICES OR DELIVERABLES. NO LIMITATION OR EXCLUSION SHALL APPLY: (I) TO THE PARTIES’ CONFIDENTIALITY OBLIGATIONS, EXCEPT FOR OBLIGATIONS LIMITED TO CUSTOMER DATA AND PROFESSIONAL SERVICES DATA, WHICH SHALL REMAIN SUBJECT TO THE LIMITATIONS ABOVE; OR (II) TO INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

2. Use Rights, Ownership, and License

Fixes

“Corrections” or “Fixes” are corrections, modifications, or improvements to a Product or its derivatives, including updates, patches, service packs, or adjustments provided to address a specific issue. Each Fix is licensed under the same Product Terms applicable to the Product to which it applies. If a Fix is not provided for a specific Product, the terms of use made available by the Provider with the applicable Fix shall apply.

Pre-Existing Work

“Pre-Existing Work” means any code, written material, template, documentation, methodology, component, connector, model, library, taxonomy, ontology, data structure, technical artifact, or other material developed or obtained by either party independently of the Professional Services. Each party shall retain all rights in its Pre-Existing Work. The other party may use, reproduce, or modify it only to the extent necessary for the performance of the Professional Services. If the Customer discloses source code, documents, databases, data, technical materials, or other content to the Provider, it must first remove or segregate any third-party materials whose disclosure is prohibited by contract, license, law, internal policy, or confidentiality obligation.

License to Deliverables

Upon full payment of the price for the Professional Services, or upon delivery, whichever occurs later, the Provider shall grant the Customer use rights to the Deliverables according to the nature of the delivery, subject to these Terms, the Product Terms, the proposal, service order, SOW, Professional Services Plan, order form, and any applicable separate license.

Standalone Deliverables

“Standalone Deliverables” are materials that the Customer may use independently of an active subscription, continuous access, or execution within the Provider’s platform, Product, or Online Service, such as reports, studies, diagnostics, presentations, spreadsheets, final documents, technical opinions, customized training materials, manuals, or equivalent files.

Unless otherwise provided in the applicable instrument, the Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable, perpetual license to reproduce, store, use, and modify the Standalone Deliverables solely for internal purposes. This license does not authorize commercialization, sublicensing, publication, distribution, making available to third parties, incorporation into competing products, or economic exploitation outside the internal purpose, unless expressly authorized by the Provider.

Platform-Dependent Deliverables

“Platform-Dependent Deliverables” are Deliverables that depend on the Provider’s platform, Product, Online Service, infrastructure, environment, account, API, connector, module, automation, library, agent, flow, dashboard, database, tool, or component for execution, maintenance, update, or use.

This category includes templates configured in the platform, playbooks, workflows, forms, automation flows, embedded dashboards, recurring reports, integrations, connectors, agents, scripts, configurations, routines, AI components, classifiers, schemas, operational prompts, context repositories, Knowledge Bundles, Knowledge Graph structures, and equivalent elements.

The Customer receives a limited, non-exclusive, non-transferable, non-sublicensable license to use the Platform-Dependent Deliverables while it maintains an active subscription, license, access, or use right to the corresponding Product, Online Service, or environment. The termination, suspension, or expiration of such access may limit, suspend, or terminate the use of those Deliverables, without prejudice to the Customer’s rights in its Customer Data and Customer Content.

Reusable Components and Provider Technology

The following shall remain the property of the Provider, even if used, configured, adapted, improved, or developed during the Professional Services: (a) Products, Online Services, systems, modules, APIs, connectors, robots, automations, agents, scripts, frameworks, libraries, methodologies, models, taxonomies, ontologies, schemas, prompts, data structures, Knowledge Graph components, RAG mechanisms, context engineering tools, classifiers, standard dashboards, standard flows, standard templates, standard playbooks, and standard documentation; (b) improvements, corrections, extensions, configurations, learnings, know-how, ideas, techniques, processes, implementation patterns, and reusable components derived from the Professional Services, provided they do not incorporate Customer Data, Customer Content, or Customer Confidential Information in identifiable form; (c) libraries, models, taxonomies, ontologies, agents, prompts, schemas, semantic structures, playbooks, and general content developed by the Provider for common use, platform evolution, or availability to other customers, provided they do not contain Customer-specific confidential information. The Customer shall not acquire intellectual property rights in such components, except for use licenses expressly granted in these Terms or in a specific document.

Customer Data, Documents, and Content

Customer Data, documents, databases, contracts, proceedings, filings, emails, files, information, content, records, and materials provided by the Customer shall remain the property of the Customer or the applicable rights holders. Nothing in these Terms transfers to the Provider ownership of Customer Data or Customer Content. The Provider may use them only to the extent necessary to provide the Professional Services, operate the contracted Products or Online Services, comply with legal obligations, or exercise rights under the applicable agreement, subject to confidentiality, security, and data protection terms.

Separate Licenses and Third-Party Components

Certain Deliverables or third-party content may be provided under separate licenses, including open-source licenses, marketplace terms, vendor terms, or third-party agreements. In case of conflict, the separate license shall prevail solely with respect to the component subject to it. Each party reserves all rights not expressly granted.

Retained Rights

Products, Online Services, Fixes, and Deliverables are protected by intellectual property laws. The Provider reserves all rights not expressly granted. No right shall be granted by waiver, estoppel, or broad interpretation.

License Restrictions

The Customer shall not, and is not licensed to: (a) reverse engineer, decompile, disassemble, or circumvent technical limitations of any Product, Online Service, Fix, or Deliverable, except to the extent applicable law does not allow this restriction; (b) use technology not provided by the Provider in a manner that subjects the Provider’s intellectual property to other license terms; (c) circumvent technical limitations or restrictions set forth in the applicable documentation; (d) separate, run, update, downgrade, or transfer parts of a Product, Online Service, or Fix separately, unless expressly permitted; (e) distribute, sublicense, rent, lend, lease, sell, make available, or exploit Products, Online Services, Fixes, or Deliverables, unless expressly permitted; or (g) use Products, Online Services, Fixes, or Deliverables to provide third parties with document automation, AI analysis, hosting, processing, technology consulting, managed services, or competing products, unless expressly authorized by the Provider.

Feedback

“Feedback” means comments, opinions, suggestions, ideas, know-how, or specialized knowledge related to the Professional Services, Deliverables, Products, technologies, or components of the Provider or the Customer. Neither party is required to provide Feedback. If a party provides Feedback, the receiving party may use it freely, without any obligation of compensation, attribution, or implementation, including to develop, modify, commercialize, or improve its products, technologies, and services. Feedback does not include Customer Data, Customer Content, Confidential Information, legal documents, strategies, private playbooks, litigation databases, contracts, proprietary taxonomies, or Customer-specific materials, unless expressly authorized.

Non-Provider Technology

The Customer is responsible for any software, data, content, code, database, system, credential, API, technology, license, or material not provided by the Provider that it installs, provides, integrates, requests to be used, or uses together with Products, Online Services, Fixes, or Deliverables.

Use of Technical Information

The Provider may use technical information derived from the performance of Professional Services for troubleshooting, error correction, improvement of Products or Online Services, development of Fixes, enhancement of documentation, internal processes, and knowledge base, provided that it does not identify the Customer or disclose its Confidential Information.

Affiliate Rights

The Customer may sublicense use rights to the Deliverables to its Affiliates solely for internal purposes and within the limits of the applicable agreement. Affiliates may not sublicense such rights. The Customer shall be responsible for its Affiliates’ compliance with these Terms and the applicable documentation.

Open Innovation Program Customers

If the Customer is an entity enrolled in the Open Innovation Program, the terms of this section shall apply to Professional Services provided free of charge. The Provider waives the right to compensation for such Professional Services. The Provider and the Customer acknowledge that such services are for the Customer’s exclusive benefit and use and shall not be provided for personal use or for the benefit of any government official, student, or participating individual.

3. Availability

Professional Services may be made available through commercial packages, standalone services, Supplemental Professional Services, legacy Special Services, service credits, proposals, service orders, SOWs, Professional Services Plans, order forms, or applicable commercial documentation. The scope, deliverables, assumptions, exclusions, responsibilities, volumes, deadlines, price, acceptance criteria, use of service credits, commercial conditions, and technical requirements shall be defined in the applicable instrument.

Professional Services may include, among others:

(a) Activation Pack: diagnostics, onboarding, setup, training, and initial configuration of contracted solutions, including use-case mapping, environment configuration, users, permissions, flows, forms, templates, playbooks, automations, and initial go-live support;

(b) Data Migration Pack: migration, remediation, audit, classification, enrichment, and organization of data, documents, litigation databases, contract databases, corporate documents, or legal document repositories;

(c) Integration Pack: activation, configuration, parameterization, or development of integrations between the Provider’s Products or Online Services and the Customer’s or third parties’ systems, APIs, databases, identity providers, robots, connectors, or technology environments, including standard integrations, webhooks, RPA, SSO, and custom integrations;

(d) BI & Reports Pack: dashboards, management reports, analytics, legal business intelligence, analytical studies, datasets, KPIs, executive dashboards, custom reports, and analytical models, in one-off or recurring deliveries;

(e) Advanced Legal Knowledge Pack: legal curation, knowledge libraries, semantic engineering, legal AI, context engineering, taxonomies, schemas, prompts, test datasets, guardrails, Knowledge Graph, RAG, agents, and knowledge repositories;

(f) Support Pack: support and help desk services related to questions, incidents, usage guidance, ticket follow-up, standard support, or premium support, according to the contracted plan or scope;

(g) Managed Services: functional/technical sustainment, assisted operations, monitoring, administration, maintenance, and continuous improvement of deployed solutions, including custom integrations, custom dashboards, critical automations, customizations, complex flows, publications, robots, continuous data remediation, recurring curation, and periodic reports;

(h) Development and Customization Pack: customizations and bespoke development related to Products, Online Services, or the Provider’s solutions, including specific features, modules, screens, components, scripts, extensions, custom rules, custom automations, custom integrations, or other developments described in the contracted scope; and

(i) Supplemental Professional Services: services not included in the packages above or made available later, including educational services, training, classes, enablement programs, workshops, Looplex Academy, one-off services, special services, or other services described in the applicable instrument.

4. Custom Integrations

When the Customer contracts custom integrations, custom connectors, specific RPA routines, integrations with legacy systems, proprietary APIs, third-party systems, internal environments, or any other technical integration development, the specific conditions must be set forth in the proposal, service order, SOW, Professional Services Plan, or applicable commercial documentation.

Unless expressly provided otherwise, the Provider shall not be responsible for failures, unavailability, interruptions, limitations, delays, errors, inconsistencies, or losses arising from: (a) third-party APIs, systems, websites, portals, databases, platforms, applications, or technologies; (b) changes to endpoints, layouts, formats, policies, authentication, security mechanisms, flows, terms of use, technical documentation, or third-party integration rules; (c) blocks, restrictions, captchas, additional authentications, rate limits, throttling, or changes promoted by courts, public agencies, vendors, electronic signature providers, identity providers, legal systems, ERPs, CRMs, DMSs, GEDs, data warehouses, or third parties; (d) expiration, revocation, blocking, error, absence, or change of credentials, tokens, certificates, passwords, API keys, profiles, permissions, accounts, environments, or authorizations; (e) failures, slowness, restrictions, security policies, firewall, VPN, proxy, DLP, IAM, antivirus, network, infrastructure, or internal systems of the Customer; (f) incorrect, incomplete, inconsistent, duplicated, outdated, or incompatible-format data; (g) costs, licenses, usage limits, permissions, consents, commercial terms, or contractual requirements of third parties; or (h) use of the integration outside the scope, volumes, technical assumptions, or applicable documentation.

Custom integrations in production may require the contracting of Managed Services, functional/technical sustainment, or another recurring service, especially if they are critical, depend on third parties, involve robots, require recurring monitoring, or are subject to changes in the integrated systems. In the absence of such contracting, the Provider’s responsibility after acceptance or go-live shall be limited to the scope expressly contracted, the applicable warranties, and the support provided under the Customer’s plan.

5. Managed Services

Managed Services are recurring Professional Services in which the Provider assumes continuous, periodic, or recurring responsibility for maintaining, adjusting, monitoring, operating, administering, or optimizing solution components, integrations, routines, flows, automations, dashboards, robots, agents, databases, repositories, or Customer activities.

Subject to the contracted scope, Managed Services may include functional/technical sustainment of deployed solutions, custom integrations, custom dashboards, critical automations, customizations, monitoring of connectors, APIs, robots, and flows, log and incident analysis, small evolutionary adjustments, assisted operations, monitoring of publications, queries, downloads, uploads, filings, continuous data remediation, recurring curation, playbook updates, periodic reports, and exception review.

Managed Services must have their scope, included and excluded activities, volumes, periodicity, SLAs, service windows, channels, responsibilities, rework and evolution limits, acceptance criteria, assumptions, dependencies, and adjustment or resizing rules defined in the applicable instrument.

The contracting of Managed Services does not imply an unlimited obligation of support, development, operation, review, monitoring, correction, evolution, or availability. Activities, volumes, or responsibilities outside the contracted scope shall be subject to a new proposal, price adjustment, additional use of service credits, change request, or supplemental engagement.

The Provider shall not be responsible for failures arising from systems, data, environments, APIs, portals, credentials, permissions, decisions, omissions, delays, or actions of the Customer or third parties, unless its responsibility is expressly provided in the contracted scope.

6. Out-of-Scope Services

Unless expressly provided otherwise in the applicable instrument, Professional Services do not include: (a) case sponsorship, judicial or extrajudicial representation, individualized legal advice, or replacement of the professional work of the responsible attorney; (b) individualized legal review of all Customer documents, contracts, filings, proceedings, emails, attachments, corporate documents, or other materials; (c) remediation, audit, enrichment, extraction, semantic classification, legal classification, AI analysis, or database review beyond the contracted scope; (d) custom integration, development of custom connectors, creation of specific RPA routines, or technical adaptation to APIs, systems, or environments not contemplated in the scope; (e) maintenance, correction, review, sustainment, configuration, or support of third-party systems, products, code, databases, environments, APIs, websites, portals, integrations, or technologies; (f) bespoke development, customizations, technical extensions, scripts, specific components, screens, modules, custom rules, or features not included in the standard Product; (g) correction, normalization, validation, deduplication, enrichment, or completion of data provided incorrectly, incompletely, in an incompatible format, or outside the assumptions agreed by the Customer; (h) obtaining, contracting, renewing, or maintaining third-party licenses, authorizations, consents, credentials, certificates, tokens, API keys, accesses, environments, accounts, permissions, or agreements; (i) responses to audits, questionnaires, due diligence, custom DPAs, special regulatory requirements, specific security requirements, Customer-specific compliance, special contractual reviews, or non-standard legal terms, except for Customers that have expressly contracted this in their Plan; (j) troubleshooting, assisted repair support, review of source code of non-Provider products, or technical and architectural consultations beyond the results described in the contracted scope;

7. Customer Responsibilities

The Customer agrees to cooperate with the Provider and provide, in a timely manner, all resources, information, access, decisions, validations, approvals, and materials reasonably necessary for the Provider to perform the Professional Services.

The Customer is responsible for obtaining and maintaining licenses, credentials, authorizations, permissions, access, agreements, environments, and legal bases necessary for integration.

On-site visits by Provider resources must be mutually agreed upon. Unless otherwise provided in the proposal, service order, SOW, Professional Services Plan, or applicable commercial documentation, the Customer shall be responsible for reasonable travel, lodging, transportation, and meal expenses related to on-site visits, as previously approved or determined by the project lead.

Delays, omissions, incorrect information, lack of approval, lack of validation, unavailability of responsible persons, incomplete data, invalid credentials, unavailable environments, or breach of the Customer’s responsibilities may impact deadlines, costs, service credits, schedules, milestones, acceptance criteria, and delivery dates, and may require scope adjustment, replanning, additional fees, additional consumption of service credits, or a new engagement.