Terms of Use and License

v. 4.4.0, updated on 06/02/2024

PLEASE READ CAREFULLY THIS AGREEMENT CONTAINING THE TERMS OF USE AND LICENSE FOR THE LOOPLEX SYSTEM, CONTENT DEVELOPMENT, MARKETPLACE, INTEGRATION, AND PARTNERSHIPS. AS A CONDITION TO ACCESS AND USE THE SYSTEM AND ANY OF ITS SERVICES OR CONSTITUENT PARTS, YOU MUST ACCEPT THIS AGREEMENT.

USING THE SOFTWARE AND DIGITAL SERVICES OFFERED REPRESENTS YOUR ACCEPTANCE OF THESE TERMS. BY CLICKING “I ACCEPT AND AGREE” OR SIMPLY USING THE LOOPLEX SYSTEM AND SERVICES, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT WISH TO ACCEPT THESE TERMS OF USE, DO NOT USE THE SOFTWARE OR SERVICES.

By merely using the System and services or clicking “I accept,” you accept this Agreement on your own behalf and, if applicable, also on behalf of the legal entity or entity identified as the Licensee.

This instrument constitutes a license agreement (“Agreement”) between LOOPLEX S.A., headquartered at Rua da Consolação, No. 2302, São Paulo, State of São Paulo, ZIP Code 01302-001, registered under CNPJ No. 20.026.785/0001-89 (“Licensor,” “Looplex,” or “We”), and any individual or unincorporated entity contracting the System for themselves and their potential Users, adhering to this Agreement personally or through their legal representative (“Licensee” or “You”). All System usage rules by the Licensee and its Users are governed by this Agreement, including the use of the System by third parties associated with the Licensee (Licensor and Licensee are also individually referred to as “Party” and collectively as “Parties” and, whenever the context requires, Licensee shall include Users associated with it).

The Terms of Use and its annexes also apply to the following Looplex items: Looplex websites and educational or training materials, updates, supplements, extensions, internet services, support services, and legal engineering services.

Terms of Use

1. DEFINITIONS

1.1 The terms in bold will have the following meanings:

Intelligent Actions — Computerized protocols that partially or fully execute the terms and conditions of a Document (actions of Smart Contracts), offer predictive artificial intelligence service recommendations, perform Data Extraction services, or programmatically execute methods and actions, within the System or as API service calls, related to logical instructions created in a Template in the context of generating or processing a Document or a View.

API — Stands for “Application Programming Interface” and is a set of routines, protocols, and tools for inputs and outputs that allow other computer programs or cloud services to interact with the System.

Licensee’s Application or App — Refers to any computer program developed or used by the Licensee (excluding the System itself) that can interact with the System through web services or API or may be distributed in the Store as an independent App or Third-Party Service.

Government Authority — Refers to any authority, agency, court, arbitrator, chamber, or commission, whether federal, state, or municipal, national, foreign, or supranational, governmental, administrative, regulatory, or self-regulatory, including any of their respective agencies or departments.

Special Store Area — Has the meaning indicated in clause 2.6 of the Terms Related to Store Usage.

Subscriptions — The amounts the Licensee must pay for using one or more System services. The Licensee may have multiple Subscriptions for different System services, each calculated differently and defined in clause 21.

BI — Services, parts, and components of the System that implement graphical or tabulated data analysis and visualization from Templates, Documents, Intelligent Actions, and any data processed and stored by Looplex. Analysis may involve predictive analytics services, legal benchmarking, anticipation of negotiation or dispute outcomes, judgment trends, and others introduced in the future, either directly by Looplex or through Third-Party Services.

Client — Refers to any end-user customer of the Store seeking or acquiring an App, a Template, a Lawtex Component, or a Third-Party Service, regardless of whether the customer pays a subscription or fee to obtain the App or Third-Party Service in the App.

Lawtex Component — A package of code written in Lawtex or another interpreted language executed on the Looplex Engine platform, encapsulating a set of semantically related functions, methods, and data. It interacts with other components and/or the rest of a Template’s code via an external reference. A Lawtex Component can represent and use an entity (e.g., “subject” and “property” structs) or a complete topic (e.g., “dispute resolution clause”) and may be used to assemble a Document Template or BI Template.

Third-Party Components — Has the meaning indicated in clause 4.4.

Distributed Lawtex Component — Has the meaning indicated in clauses 7.6, 8.4, and 9.1.

Private Lawtex Component — Has the meaning indicated in clause 8.1.

Educational Community — Has the meaning indicated in clause 1.1 of the Educational Partnership Terms.

Lawtex Community — Has the meaning indicated in clause 12.1.

Store Account — Refers to a service account for accessing the SDK development environment and distributing Templates, Lawtex Components, or Licensee Applications.

Agreement — This contract, which contains the rules for licensing the System and all related applications and services, including Templates, Lawtex Components, SDK, Lawtex language, and API.

Usage and Error Reporting Data — Has the meaning indicated in clause 7.2 of the Developer Agreement.

Service Data — Refers to any data maintained within the System, its applications, or databases that can be accessed, processed, used, or stored as a result of providing services under the Terms of Use and Licensing Agreement.

Developers — The Licensee and its employees, agents, service providers, or subcontracted programmers accessing the SDK to develop code for Templates, Lawtex Components, and other content for use within the System.

Monthly Availability — Has the meaning indicated in clause 25.2.1.

Document — The product of partial or complete instantiation of a Document Template; any document (contract, petition, memorandum, letter, etc.) generated through the System, which can be expressed in text, tables, and images, structured data, and Intelligent Action Execution.

Documentation — Has the meaning indicated in clause 4.5.

Educators — Instructors, monitors, or teachers of the Educational Partner.

Execution — The process by which a computer or virtual machine executes the instructions of a Template, Lawtex Component, or any other program developed for interpretation by the System.

Data Extraction — Services for analyzing and extracting data from sources external to the System, usually from unstructured or semi-structured documents for analytical processing, data transformation, and, in certain cases, metadata addition before exporting to another stage in the Document or BI generation and execution flow.

Feedback — All suggestions, comments, observations, solution proposals, and User responses regarding the Software, including issues related to usability, problems, or functionality improvements.

Security Incident — Has the meaning indicated in clause 17.2.

Confidential Information — Has the meaning indicated in clause 24.2.

User-Controlled Information — All information other than User Information entered by the User into the System in the context of generating Documents, Views, and Smart Contracts.

Personally Identifiable Information — Has the meaning indicated in clause 1.2 of the Privacy Policy.

User Information — Has the meaning indicated in clause 1.2 of the Privacy Policy.

Open Innovation — Has the meaning indicated in clause 1.1 of the Open Innovation Program.

Looplex Generative Intelligence — Refers to an online service or functionality using generative artificial intelligence for analysis and content output generation.

Academic Institution — Any college, educational institution, educational platform, or consultancy company offering courses or academic subjects related to Law, legal drafting and design techniques, and programming logic.

Lawtex — The proprietary programming language of the Licensor, specially developed for programming Templates, Lawtex Components, and functionalities aimed at generating Documents, Views, and Smart Contracts.

Law — Refers to the legal framework, laws, normative acts, rules, regulations, instructions, circulars, decrees, resolutions, directives, and any other components of a legal system of a given jurisdiction and its subdivisions, or an Order issued by any Government Authority.

License — Refers to the license to use the System, all services, and functionalities associated with the System, or any associated service that may be licensed in the future in connection with the System, as defined in clauses 4.1 and 4.2.

Academic Institution License — A special license for an Academic Institution to provide its Educational Community with access to the System for academic or research purposes, which cannot be used for commercial purposes.

Third-Party License — Has the meaning indicated in clause 4.3.

Trial License — Has the meaning indicated in clause 5.1.

Shared Open Licensing — Has the meaning indicated in clause 10.6.

Permissive Open Licensing — Has the meaning indicated in clause 10.5.

Closed Licensing — Has the meaning indicated in clause 10.3.

Looplex Inside Licensing — Has the meaning indicated in clause 14.1.

Store — Has the meaning indicated in clause 1.1 of the Store Terms of Use.

Looplex Platform Appliance — Has the meaning indicated in clause 6.1.

Machine-to-Machine — Refers to the automated exchange of information between Documents, System services, or Third-Party Services, as well as the generation and execution of Documents or Views without manual human intervention within the System.

Looplex Marketplace — Refers to the website or System functionality that creates and executes elements of the Store and other marketplaces to facilitate third-party or direct sublicensing and sales of Templates, Lawtex Components, Third-Party Components, Intelligent Actions, and APIs in the context of System use.

Educational Material — Has the meaning indicated in the opening of the Educational Partnership Terms.

Metaprompts — Instructions coded into the Looplex Generative AI Service to guide the service in creating Generated Content or analyses.

Teaching Plan Model — Has the meaning indicated in clause 2.2 of the Educational Partnership Terms.

Looplex Engine — Services, parts, and components of the System that dynamically apply, process, and interpret logical rules based on instructions from the Lawtex knowledge base or other languages used to express the logic of Document and View construction and execution, external services via the API, and Intelligent Actions to generate and process Documents and Views.

System Levels — Has the meaning indicated in clause 25.2.

Security Incident Notification — Has the meaning indicated in clause 17.2.1.

Order — Refers to orders, judgments, arbitral awards, decisions of any nature in judicial, administrative, arbitral, or regulatory or self-regulatory entities’ contexts, agreements, ratifications, summonses, or notifications delivered, issued, or registered by any Government Authority.

Educational Partners — Has the meaning indicated in clause 1.1 of the Educational Partnership Terms.

Parties — Refers to the Licensor and Licensee collectively. In singular form, the term “Party” refers to either of the Parties individually.

Privacy Policy — Refers to the privacy and data processing policies and conditions established by the Licensor for the use of the System and its services, described in the Privacy Policy.

Usage Policy — Refers to the conditions and policies established by the Licensor for exercising the Licensee’s right to use the System and its Users, described in clause 15.

Partnership Program — Refers to partnership programs, individually or collectively, for development, content generation, business generation, service provision, and fostering the System’s user community and the Looplex platform as a whole.

Commercial Proposal — Refers to the proposal outlining commercial conditions and additional information on contracting the System and/or Special Services.

Revenue — Refers to receipts derived from service provision, licensing, and sales in the Store.

RPA — Robotic Process Automation (RPA) refers to the use of software technology to automate repetitive and rule-based tasks previously performed by humans. RPA uses software functions, “bots,” or “robots” to interact with digital applications and systems in a manner similar to human users. It can be employed for tasks such as Data Extraction, data entry, system integration, and executing automated workflow processes in the System or other platforms and applications.

SDK — The set of software tools that allow for the creation of applications (specifically Templates and Lawtex Components) for use within the System, including APIs, proprietary themes in notebooks, programming snippets, debugging environments, interface libraries with the System and languages interpreted by the Looplex Engine, including the Lawtex language, as well as the Lawtex language itself.

Third-Party Services — Has the meaning indicated in clause 26.1 and its Annex.

Special Services — Has the meaning indicated in clauses 19.1 and 19.2.

System — Has the meaning given in clause 3.4.

Websites — Has the meaning indicated in clause 16.1.

Public Websites — Has the meaning indicated in clause 16.1.

Restricted Websites — Has the meaning indicated in clause 16.1.

Smart Contract — A set of Intelligent Actions that facilitate, verify, or enforce the negotiation or execution of a contract or other legal agreement, directly or through integration with other computerized systems, making the implementation of obligations, rules, and commands by humans partially or entirely unnecessary. Each Smart Contract is a unique computer program derived from instructions entered into a Template or Lawtex Component.

Store Fee — Refers to the percentage of Revenue from an App, Template, Lawtex Component, or Third-Party Service in the App retained by Looplex as a fee for making this content or service available in the Store.

Template — Refers generically to a Document Template and/or BI Template.

Document Template — A computer program, whose code is written in Lawtex® or any other language interpreted by the Looplex Engine, supporting the structure, sequence, and logical organization of a specific Document model. The Template contains the logical flow for completing and printing a Document, and it may also include proprietary methods and services, records for statistical analysis, APIs, and integrated Intelligent Actions. A Template may include one or more Lawtex Components in its code and may comprise multiple files instantiated together for Document Execution within the System. The logical output expression of a Template or Lawtex Component may also take the form of a Smart Contract.

BI Template — A set of visual and organizational data treatments derived from structured data from Documents or external data sources, capable of generating dashboards and reports (Views) with filters and dynamic interaction, accessible on web pages, in a Document, via the System interface, or other data visualization systems, such as Kibana or Microsoft Power BI.

Distributed Template — Has the meaning indicated in clause 9.1.

Private Template — Has the meaning indicated in clause 8.1.

Token — Has the meaning given in clause 13.2.

Users — Refers to natural persons associated with the Licensee who access the System, such as partners, employees, agents, service providers, contractors, and clients.

Views — Dashboards or reports generated from a BI Template.

2. INTERPRETATION

2.1. Definitions. The terms beginning with capital letters in this Agreement will have the meanings assigned to them in clause 1 or in the clauses where such terms are defined in quotes and underlined.

2.2. Interpretation. The titles and headings in this Agreement are for reference purposes only and do not limit or affect the meaning attributed to the clause they reference. Terms like “including,” “in particular,” and similar terms will be interpreted as if followed by the phrase “by way of example.” Where required by context, the definitions in this Agreement apply both in singular and plural forms, and masculine pronouns include feminine pronouns and vice versa.

2.3. References. References in this Agreement to “preamble,” “items,” “clauses,” and “annexes” are to the preamble, items, clauses, and annexes of this Agreement, unless otherwise expressly stated. When referencing a clause or item, such references include all sub-items and sub-clauses thereof.

2.4. Annexes. The annexes to this Agreement are an integral part of it for all purposes.

2.5. Unified Interpretation of the Agreement. This Agreement is divided into thematic blocks but must be read and interpreted as a cohesive system of rules regulating the licensing and use of the Looplex System in its various dimensions. Such interpretation and observance must occur without prejudice to the application of clauses 26.12, 26.13, and other applicable provisions.

3. OBJECT

3.1. Contents of this Agreement. This Agreement encompasses all general rules for using the Looplex System, the development of content and integrations with other systems and sources, and the general rules for content distribution, licensing, and sublicensing of Templates and Lawtex Components, as well as the Looplex Engine and the use of the System as an integrated component in other systems and software. This Agreement is organized as follows:

THEME	WHAT IT DEALS WITH	CLAUSES
Introduction	Preamble, definitions, interpretation and description of the subject matter of the Contract	Preamble, 1, 2, 3
General System Licensing	(a) license and use of the System (general rules for all licenses); (b) test licenses; use, (c) use of the System and consumption of Cloud services or On Premises	4, 5, 6
Content licensing (Lawtex Templates and Components)	Specific licensing rules for (a) Private Lawtex Templates and Components, (b) Distributed Lawtex Templates and Components (within the system, object code); (c) licensing and assignment of source code in Lawtex	7, 8, 9, 10
Development in Lawtex and Lawtex Community	Licensing rules and access to the integrated development environment (SDK) of Templates and Components content in Lawtex; Lawtex Community Tools Rules and Licensing	11, 12
Integrations, API, and Looplex Inside	Licensing and use of the API in other Applications: (a) consumption of the System (with or without interface) as a module or integrated component of other Applications; (b) integration of the System for generation of Documents (input) and export of structured data and Intelligent Actions to other Applications	13, 14
Data extraction and monitoring	Licensor grants Licensee a license to the Licensee Rules for use of RPA, Licensee’s responsibilities, access maintenance, data handling and privacy, restrictions on use and licensing to third parties, copyrights in developed products, and limitation of liability in the use of RPA.	15
Looplex Generative AI Services	Usage rules, capacity limitations, prohibitions on reverse engineering and data extraction, use of content for training, data processing, ownership of generated content, and copyright compromise for Looplex’s Generative AI Services.	16
Usage Policy	General System Use Policy, Access to the Sites, Security and Privacy	17, 18, 19 e 20
Services, use of trademarks and signs, marketing materials	Lawtex training, consulting and content development services; Authorization for the reproduction of trademarks, distinctive signs and marketing materials, in the context of Looplex Inside or legal engineering services for third parties	21, 22
Subscription and Validity	Subscription and pricing between Licensee and Looplex, subscription and pricing between developers and You, Marketplace rules	23, 24
Specific terms of service	Prevalence of rules provided for in specific terms of other services over general rules of these Terms of Use and License, and table of annexes	25
Confidentiality, Availability and Miscellaneous	Confidentiality of information received from customers; technical availability and technical validity; General Provisions	26, 27, 28

3.2. Object of the Agreement: multiple licenses and services. The License covered by this Agreement pertains to licenses for one or more computer programs and their associated services that comprise the System. Therefore, in this Agreement, a reference to a License includes all such licenses collectively, except where context requires that “License” applies to a specific license for a program or accessory service. The restrictions in clause 4 apply to all Licenses under this Agreement, except where a specific license expressly provides otherwise. This Agreement also sets forth the basic terms and conditions for the provision of Special Services, access to Documentation, and participation in the developer community. Even when services provided involve data processing, implementation, or consulting, this Agreement treats everything related to the use of computer programs as a “license.”

3.3. Certification and additional requirements. By accepting this Agreement, you may use any of the licensing modes and participate in any of the Partnership Programs, but specific certification or authorization for each program or mode may be required or negotiated between the Parties, in addition to the general rules of this Agreement. THE ANNEXES TO THIS AGREEMENT AND SPECIFIC TERMS OF SERVICE RELATING TO DISTRIBUTION, PARTNERSHIPS, DEVELOPMENT, AND PARTICIPATION IN THE LOOPLEX MARKETPLACE AND STORE MAY REQUIRE ADDITIONAL ACCEPTANCE OF THE ANNEXES AT THE TIME OF ENROLLMENT, EVEN IF YOU HAVE ACCEPTED THE TERMS OF USE AND ANNEXES APPLICABLE TO ALL.

3.4. The System. The Licensor is the legitimate owner of a set of computer programs and related services for Licensee’s remote access via a web client, extensions running in other productivity applications such as Microsoft Office or G-Suite, or locally installed applications, as available at the time of access (“System”). The System is a productivity tool for automating the production, dynamic processing, analysis, editing, review, translation, control, collaboration, negotiation, provisioning, signing, and storage of professional documents, as well as case management and automation of business processes and workflows. Future functionalities and services added, removed, or modified through updates, including all APIs, Intelligent Actions, BI, and any third-party software or services---such as Templates and Lawtex Components---supplied by the Licensor as part of the System on the same platform, are also considered part of the System.

3.5. Special Services. If the Licensee has contracted or will contract Special Services from the Licensor or third parties, they will be subject to the rules and conditions set forth in clause 19, as well as all other applicable clauses and conditions of this Agreement.

System License

4. SYSTEM LICENSE

4.1. License. Subject to the rules and conditions specified in this Agreement, the Licensor grants the Licensee and its Users a non-exclusive, limited, temporary, and non-transferable license to access one or more System services, for the duration indicated in clause 22.1, upon payment of periodic Subscriptions or a one-time service fee, as applicable (“License”).

4.2. Licenses included in the License. The License includes the use of the System, test licenses (clause 5), licenses for Templates and Lawtex Components (clauses 7, 8, and 9), licenses for the use or transfer of source code for Templates and Lawtex Components (clause 10), licenses for the SDK, Lawtex language, and Lawtex Community (clauses 11 and 12), API licenses (clause 13), OEM licenses for integration with other Licensee Applications (clause 14), marketing material and trademark licenses (clause 20), and licenses under the open innovation program (clause 1 of the Open Innovation Program), as well as any licenses indicated in this Agreement’s annexes. Each specific license may modify the general rules of the License defined in this clause 4, such as exclusivity, limitations, duration, or transferability. These modifications apply only to the specific license and do not grant additional rights beyond those expressly indicated in the respective license. Except for modifications expressly stated in specific licenses, the rules of this clause 4 and the general terms of this Agreement apply to all licenses under the License.

4.3. Third-party licensing (Templates and Lawtex Components). Through the System, the Licensee may access programs and copyrights created by third parties for Templates, Lawtex Components, and other programs or methods associated with System use (“Third-Party License”). Third-Party Licenses are subject to this Agreement, including restrictions and caveats in this clause 4, the usage license terms indicated in clause 7, the Usage Policy, Privacy Policy, and liability limitations.

4.4. Third-party Components. In addition to Third-Party Licenses, the System may include Components, programs, APIs, or services from third parties governed by other usage license agreements (“Third-Party Components”). Even if such third-party Components are governed by other agreements, the limitations, caveats, and/or liability exclusions in this Agreement, the Usage Policy, and this clause 4 also apply.

4.5. Documentation. All documentation accompanying the SDK, Looplex Engine, and the System in general---whether printed or digital---regarding specifications and operation, manuals, guides, tutorials, training programs, certifications, and other materials (“Documentation”) is for the exclusive use of the Licensee. It may not be disclosed, reproduced, or transferred to third parties during or after the Agreement’s term, except as indicated in the Lawtex Community rules or Partnership Programs. The Licensor is not obligated to update Documentation at the same pace as System updates.

4.6. Protection of System copyrights. The Licensee (a) must not reproduce, translate, decompile, recompose, derive, alter, or reverse-engineer the functionalities, code, or structure of the System; (b) must not reproduce, recompose, or derive the System’s trade dress or usability patterns; and (c) must not engage in any actions violating this Agreement, the System’s copyrights, or the rights of third parties associated with the System. Any violation will result in immediate suspension and cancellation of all rights the Licensee and its Users have to the License, without prejudice to damages stipulated in clauses 26.9 and 26.10.

4.7. API integrations and interoperability. You may not incorporate or integrate System functionalities with other systems without prior authorization from the Licensor, except within the terms of clauses 13 and 14 for interoperability.

4.8. Usage limitations. You may not rent, resell, sublease, lease, lend, share, sublicense, assign, or otherwise transfer the License or any associated services to third parties. However, you may resell, sublicense, or assign Templates and Components written in Lawtex under the terms of this Agreement and Looplex’s Terms of Use and License. Template and Component Execution may only occur within the System. You must comply with Looplex’s Usage Policy and ensure that your Users comply as well.

4.9. License transfer. A License held by a legal entity may only be transferred to another legal entity under the following conditions: (i) merger, acquisition, or dissolution of the original Licensee; or (ii) transfer approved in writing by the Licensor. In all cases, all rights and obligations under this Agreement must be transferred as well. Partial transfers or splitting of licenses are not permitted.

4.10. System is licensed, not sold. The license is a service for accessing and using the System. The Licensee does not acquire ownership or any rights over the programs underpinning the System beyond those expressly provided in this Agreement. This Agreement does not grant the Licensee any rights to patents, intellectual property, copyrights, know-how, trademarks, or services of the Licensor beyond the Licenses established herein.

4.11. License for commercial use only. This License is for the use of computer programs, data processing, Templates, Lawtex Components, applications, and information systems exclusively for professional and/or commercial activities by firms, companies, lawyers, and other professionals. Non-commercial use is allowed only in the context of learning, academic research, government use, or under specific licensing modes in the Open Innovation Program.

4.12. License per User. System Licenses are licensed “per User.” Each additional person using the System must have their own User account and additional System license. The Licensee must provide the full name and contact information of each User and keep this information up to date. All Users must accept this Agreement and are jointly liable with the Licensee for all obligations.

4.13. Assisting third parties in violating the Agreement. The Licensee must not allow or assist any third party in directly or indirectly violating any obligations under this Agreement.

5. TRIAL LICENSE AND ACTIVATION

5.1. Trial License. The Licensor may, at its sole discretion, offer a License to a Licensee (client or potential client) to test the System for a specified period, either free of charge, at a reduced Subscription price, through “credits,” or a combination of the above for the use of the System or any service offered within the System (“Trial License”). The Trial License offer may be revoked or modified at any time by the Licensor through the simple removal of the option from its website and/or blocking the Licensee’s access to services associated with the Trial License. The Trial License is subject to the same conditions, limitations, and rules as paid Licenses, except for the provisions expressly indicated in clauses 5.3, 5.4, and 5.5.

5.2. Credit has no value outside the trial. The monetary value of any credits offered serves solely as a reference for using services within the System. Credits are not actual monetary credits, are not subject to any refund, and cannot be used outside the context of a Trial License or promotion.

5.3. Trial License support. The Licensor is not obligated to provide support, training, or any assistance for the System if the Licensee uses the System under a Trial License. In the event of issues with the System, the Licensor is only required to attempt to resolve the problems for clients actively paying for the service Subscription in question.

5.4. Misuse of the Trial License. The Licensee agrees to: (a) not use other emails, CPF/CNPJ numbers, or other identifiers to fraudulently extend the usage period of the Trial License or obtain credits exceeding the promotional value offered by the Licensor; (b) not modify the System or use techniques to extend its usage beyond the Trial Period; (c) use the Trial License solely to evaluate and test the System to decide whether to subscribe to the associated services.

5.5. Termination of the Trial License. Upon the expiration of the Trial License period, the Licensee may subscribe to one or more System services or lose access to the System or the parts of the System used under the Trial License. If the Trial License does not convert to a paid License, the Licensee’s data associated with Trial License services may be deleted by the Licensor.

5.6. System activation. Some System functionalities offered to the Licensee may require activation. This process involves the Licensor enabling the new functionality, the Licensee’s Users entering an activation code directly into the System, or clicking on a temporary URL created specifically for that activation. Activation may signify the start of a Subscription charge for the License or associated service. Activation codes may also enable specific credits or discounted License pricing for a defined period or the duration of that License (promotional code).

5.7. Trial License for Developers and Marketplace. If You decide to sublicense Templates and/or Distributed Lawtex Components in any capacity, You may also offer trial periods under the same conditions as the Trial License provided in this clause 5, respecting the Licensor’s Subscription costs and the Store’s minimum rules as outlined in the Store Terms of Use and Developer Agreement.

6. ON-PREMISES SYSTEM USE

6.1. System installation methods. The System is typically offered as a cloud-based processing service, accessible directly via a System account or through API interaction. However, certain operations may be processed: (a) directly in the user’s browser; or (b) through installation on a local server or private cloud (on-premises) using the Looplex Engine and other System components. The on-premises version of the System is distributed as a “virtual appliance,” consisting of an image for one or more virtual machines or containers designed to encapsulate and run on a virtualization platform, with its dependencies isolated from other server processes and hardware (“Looplex Platform Appliance”).

6.2. Additional configurations and licenses. You will receive the necessary documentation or instructions from Our team for installing the Looplex Platform Appliance and any subsystems required to execute the System on your servers. You may only install the Looplex Platform Appliance on machines with valid and authorized software licenses. The Looplex Platform Appliance version of the System may use third-party software that requires separate licenses for its use on the Licensee’s virtual on-premises server. You are responsible for obtaining and covering the costs of acquiring, subscribing, and updating such licenses. If System updates require the acquisition or updating of specific licenses, You will be notified and bear the associated costs without any liability for the Licensor.

6.3. Internet access for updates and audits. Even when the Looplex Platform Appliance version of the System is installed on servers connected only to a closed network, You must occasionally allow internet access to enable System updates and audits.

6.4. Scheduled and unscheduled updates. After setup, the Licensor will perform scheduled or unscheduled updates to the System on the Looplex Platform Appliance. Update windows, schedules, and frequencies may change at any time. Unscheduled updates may occur with 24-hour prior notice in cases of disaster recovery or critical errors, as well as critical security updates. The Licensor does not guarantee that fixes for critical errors in an on-premises installation of the Looplex Platform Appliance will occur with the same speed as in the Licensor’s cloud version.

6.5. Security policies for your environment. You must maintain your servers, physical machine infrastructure (where applicable), VPCs, computers, and networks hosting the Looplex Platform Appliance in proper working order, with the latest security updates and standard IT security management practices applied. You must take all reasonable measures to protect your environment from unauthorized third-party access.

6.6. Data leaks and attack outcomes. In the event of data leaks, copyright violations, or any form of System or component breaches due to inadequate IT security preparedness in the Licensee’s environment, You will be solely responsible to the Licensor or third parties, as applicable.

6.7. Attempted or simulated attacks. Neither You nor your Users may attempt to access data, programs, or subsystems of the System for which You are not explicitly authorized. Penetration testing, simulated attacks, security program execution, or other forms of vulnerability testing of the Looplex Platform Appliance and the System as a whole may not be conducted without the prior express consent of the Licensor.

6.8. Number of local installations. You may not copy, duplicate, or mirror the Looplex Platform Appliance in other environments or instances beyond those expressly agreed with the Licensor. You may keep an ISO copy of the machine containing the Looplex Platform Appliance that is not running on any server solely for disaster recovery purposes. You may back up your locally saved data using the backup service provided by the Licensor in the Looplex Platform Appliance.

6.9. On-premises usage audit and logging. The Licensor reserves the right to audit usage, collect data, and gather metrics of the System even when installed on-premises, under the terms of the Usage Policy (clause 15), Privacy Policy, and for Subscription measurement purposes (clause 21) and usage of Distributed Templates or Lawtex Components, as applicable. If internet-based audits are not possible, the Licensor may conduct on-site audits, and You must allow access to the machines hosting the System and Looplex Platform Appliance. The costs associated with on-site or forensic audits due to remote audit impediments will be borne entirely by the Licensee.

6.10. Uninstallation of Looplex Platform Appliance and subsystems. Upon termination of this Agreement for any reason, You must uninstall and delete the Looplex Platform Appliance from all your machines. The Licensor may directly uninstall the Looplex Platform Appliance and any associated services or subsystems from the Licensee’s environment or programmatically instruct the Appliance to self-delete if server access is denied. Authorized System backups (clause 6.8) must also be deleted, except for data files containing Documents generated by the Licensee, which cannot be deleted by the Licensor.

Template License

7. LICENSE FOR USE OF TEMPLATES AND LAWTEX COMPONENTS

7.1. Licensor’s Templates and Lawtex Components. You may use one or more Templates and Lawtex Components made available by the Licensor. The Licensor permits the Licensee to use these Templates and Lawtex Components under: (a) a License exclusively for generating Documents and Smart Contracts, as well as BI Views derived from them (clause 8); (b) a License for distributing Templates and Lawtex Components (clause 9); and (c) a License for use or transfer of source code, as applicable (clause 10), subject to the terms and conditions set forth in this Agreement.

7.2. Private Templates and Third-Party Templates. The Licensee may also use one or more Templates or Lawtex Components created and owned by the Licensee or third parties other than the Licensor, which have been licensed to the Licensor with sublicensing authorization (Distributed Templates and Distributed Lawtex Components). The Licensor permits the Licensee to use these third-party Templates and Components under a Private Template License or Third-Party License for creating Documents and Views, using them in other Templates, or developing new content, in accordance with the sublicensing rules chosen by the author, subject to the terms and conditions established in this Agreement, which may be supplemented, expanded, or restricted at the time the respective Template or Lawtex Component license is contracted.

7.3. Rights to Generated Content — Documents. All Documents generated from a Template belong exclusively to the User or Licensee who created them and are subject to copyright laws applicable to such intellectual production. The Licensee’s rights over the Documents it generated do not affect the rights to the Template’s code, its Lawtex Components, Third-Party Components, or Intelligent Actions, which remain the property of the Licensor or the third party who licensed them for use.

7.4. Rights to Generated Content — Views. Views generated from a BI Template belong exclusively to the User or Licensee who created them and are subject to copyright laws applicable to such intellectual production. The Licensee’s rights over the Views it generated do not affect the rights to the code, logic, or data processing of the BI Template, Third-Party Components, or Intelligent Actions, which remain the property of the Licensor or the third party who licensed them for use.

7.5. Rights to Generated Content — Licensing of Smart Contracts. All Smart Contracts generated from a Template are exclusively licensed to the User or Licensee who created them, as applicable. The Licensor or the third party who created the Template from which the Smart Contract originated grants the Licensee an exclusive, limited, and non-transferable license for indefinite use and Execution of the Smart Contract by its Users and third parties involved in the legal transaction or operation implemented by the Smart Contract. The Smart Contract License permits its Execution without limitations but does not allow its use or generation to create new Smart Contracts (unless this is part of the Template’s logic) and does not permit any action that would circumvent or violate the general System License, Templates, or Lawtex Components.

7.6. Distribution: sublicensing Templates on the platform. BI Templates, Document Templates, and content generated in Lawtex or other languages interpreted by the Looplex Engine may be published (distributed) on the System under different licensing criteria: Private, Exclusive Distribution, and Non-Exclusive Distribution. The choice of licensing type is determined by the content author or the legal entity for which they work.

7.6.1. Distribution of Lawtex Components. Lawtex Components may also be distributed and licensed under the same rules; however, the rules must be understood in the context of Template licensing since a Lawtex Component is only executed within a Template’s context. If it can be executed independently, it will be considered a Template.

7.6.2. Licensing types for Templates and Components (object code). These are end-user licenses for Templates at runtime, delivered via the user interface:

Template licensing methods (object code, runtime)

.	Private	Exclusive Distributed	Distributed Non-Exclusive (Marketplace)
Exclusivity of execution	Exclusive, perpetual license. Only the author’s corporate or individual account can run the Template.	Non-exclusive and temporary license. Author may distribute (sublicense) only to certain specific accounts indicated by him. Revocation of distribution at the author’s discretion or according to agreement with receivers.	Non-exclusive and temporary license. Author may distribute (sublicense) to any account that wants to use the Template, without discrimination. Revocation of distribution is not possible unless it violates the Usage Policy.
Copying, modifying or deriving	No copying, modification, derivation, or reverse engineering by end users.	No copying, modification, derivation, or reverse engineering by end users.	No copying, modification, derivation, or reverse engineering by end users.
Sublicensing	You cannot sublicense to third parties. If the author wants, he must convert it to Distributed content.	You may not sublicense to third parties other than the recipients of the distribution. (You cannot sublicense the sublicense)	You may not sublicense to third parties other than the recipients of the distribution. (You cannot sublicense the sublicense)
Support	Not Applicable	It depends on the agreement between the parties.	Author must indicate whether he will provide Support and under what conditions
Pricing	N/A

Within the contracted Standard Subscription | Price agreed between the Parties. Each distribution group can have a different pricing. | Author must set execution price at the time of distribution, the same for all end users/accounts. |

7.7. The System does not replace legal counsel. A Template and its Lawtex Components reflect a structure containing statements and logical operations, reasoning flows, and the corresponding final text generated depending on the User’s inputs and decisions. Templates and Lawtex Components represent an abstract knowledge base, but like a doctrinal literary work, they do not create documents or reports for specific cases. Document creation is performed by the System’s inference engine (Looplex Engine) based on instructions and inputs from the end User. Using a Template, Component, or the System as a whole does not exempt or dispense the User from knowing what they are doing and/or consulting a lawyer or expert in the Template or Lawtex Component’s area of expertise to analyze and validate the final result in specific cases requiring or recommending such validation.

7.8. LIMITATION OF LIABILITY — TEMPLATES. THE LICENSOR IS NOT RESPONSIBLE FOR THE SUITABILITY OF TEMPLATES AND LAWTEX COMPONENTS, THEIR APIS, OR THEIR INTELLIGENT ACTIONS TO THE LICENSEE’S SPECIFIC OR COMMERCIAL OBJECTIVES, FOR THE CONTENT THEY GENERATE, OR FOR THE USERS’ USE OF THE INFORMATION GENERATED. USING THE SYSTEM AND A TEMPLATE OR LAWTEX COMPONENT DOES NOT EXEMPT THE LICENSEE FROM CONSULTING AN EXPERT IN THE KNOWLEDGE AREA RELATED TO THE DOCUMENT OR VIEW GENERATED BY THAT TEMPLATE OR COMPONENT. EACH TEMPLATE AND COMPONENT IS PROVIDED “AS IS,” AND ANY USE BY THE LICENSEE DURING THE LICENSE TERM IS AT THEIR OWN RISK. ALTHOUGH MATHEMATICAL TOOLS ARE USED TO GENERATE INFORMATION, TEMPLATES AND LAWTEX COMPONENTS ARE SUBJECT TO TECHNICAL AND HUMAN ERRORS, INCLUDING PROGRAMMING, CONTENT, AND CONCEPTUAL ERRORS. THE LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING FROM FAILURES IN EXECUTION, PROBLEMS, PROGRAMMING ERRORS, DATA ENTRY ERRORS, OR NEGLIGENCE, RECKLESSNESS, OR INEXPERTISE IN THEIR USE.

8. PRIVATE TEMPLATES AND PRIVATE LAWTEX COMPONENTS

8.1. Licensee’s Private Templates and Lawtex Components. The Licensee may have Templates or Lawtex Components created (i) by its own Users using the Licensor’s SDK under the terms of clause 11 and/or (ii) through contracting Special Services from the Licensor or third parties offering such consultancy services for exclusive use in its commercial operations (“Private Templates” and “Private Lawtex Components”). Private Templates and Private Lawtex Components developed for the Licensee’s exclusive use are subject to a permanent, exclusive license with the right to derive new works from the Private Template or Private Lawtex Component for use in the System. Other clients of the Licensor will not have direct or indirect access to these Private Templates or Private Lawtex Components.

8.2. Protection of Private Templates and Private Lawtex Components. The License for a Licensee’s Private Template or Private Lawtex Component includes the source code of the Private Templates and Private Lawtex Components (literal program elements) as well as the organizational logic structure utilized. This license automatically extends to any derivative works made from the source code. The sequence of screens for user input, the final text of Documents, help fields, questions, and citations from third-party texts, where applicable, are also protected to the extent that the law grants copyright protection to literary works, where applicable.

8.3. Protection of know-how for Private Template and Component structure. The Licensor agrees not to disclose the Licensee’s Private Template code to third parties, in whole or in part. However, the Licensee acknowledges that this provision does not intend to limit the use by the Licensor or third parties of logical-legal structures authored by the Licensor or third parties, even if similar or identical to those of the Licensee’s Private Templates and Private Lawtex Components, provided that such similarity does not result from a breach of confidentiality by the Licensor.

8.4. Use of Lawtex Components in Private Templates. A Private Template or Private Lawtex Component may use libraries of Lawtex Components authored by third parties (“Distributed Lawtex Components”) or by the Licensor in its code. Access and use of these Lawtex Components within Private Templates and Private Lawtex Components are provided under a License or Third-Party License, subject to all terms and conditions set forth in this Agreement, which may be supplemented, expanded, or restricted at the time of contracting the Lawtex Component license. In the absence of specific provisions, the rules of this Agreement’s License will apply fully, with the following exceptions and reservations:
(a) sublicensing within the platform context is permitted;
(b) editing of Lawtex Components in Private Templates is allowed using authorized Lawtex functionalities (e.g., extends, loaders), but derivative works will not grant copyright ownership; and
(c) the ownership of the code for such Lawtex Components does not transfer to the Private Template License, which can use the Lawtex Component as long as access to the System and the specific Lawtex Component is maintained.

8.5. Updates to Lawtex Components in Private Templates. Lawtex Components may be updated independently of the System or Template. Updates to a Lawtex Component may require adjustments in the Private Template code to ensure proper functioning. Whenever possible, the Licensee will be notified of updates to Lawtex Components to take necessary measures, but the Licensor will not be held responsible if no notification is provided. Adjustments can be made by the Licensee, third-party consultants, or the Licensor; in the latter case, through the contracting of Special Services. In certain cases, the author of the Lawtex Component or the Licensor may make a previous version of a Lawtex Component available for a period until most Licensees in the ecosystem have adjusted.

8.6. LIMITATION OF LIABILITY — PRIVATE TEMPLATES AND PRIVATE LAWTEX COMPONENTS. THE LICENSOR IS NOT RESPONSIBLE FOR THE SUITABILITY OF PRIVATE TEMPLATES AND PRIVATE LAWTEX COMPONENTS TO THE LICENSEE’S SPECIFIC OR COMMERCIAL OBJECTIVES, FOR THE CONTENT THEY GENERATE, OR FOR USERS’ USE OF THE INFORMATION GENERATED. THE USE OF THE SYSTEM AND PRIVATE TEMPLATES DOES NOT EXEMPT THE LICENSEE FROM CONSULTING AN EXPERT IN THE KNOWLEDGE AREAS RELATED TO THE DOCUMENT GENERATED FROM THE PRIVATE TEMPLATE OR PRIVATE COMPONENT. EACH PRIVATE TEMPLATE OR PRIVATE LAWETEX COMPONENT IS PROVIDED “AS IS,” AND ANY USE BY THE LICENSEE DURING THE LICENSE TERM IS AT THEIR OWN RISK. DESPITE USING MATHEMATICAL TOOLS FOR INFORMATION GENERATION, PRIVATE TEMPLATES AND PRIVATE COMPONENTS ARE SUBJECT TO TECHNICAL AND HUMAN ERRORS, INCLUDING PROGRAMMING, CONTENT, AND CONCEPTUAL ERRORS. THE LICENSOR IS NOT LIABLE FOR DIRECT OR INDIRECT DAMAGES RESULTING FROM FAILURES, ERRORS, ISSUES, OR NEGLIGENCE, RECKLESSNESS, OR INEXPERTISE IN THEIR USE.

8.7. Intellectual protection of content does not violate the law. Creating a Private Template or Private Lawtex Component does not grant the Licensor or the Licensee protection rights against third parties for objects not protected by law. Pursuant to Article 8 of Law 9.610/98, the following are not protected: (a) ideas, normative procedures, systems, methods, projects, or mathematical concepts as such; (b) schemes, plans, or rules for performing mental acts, games, or business; (c) blank forms for information entry, whether scientific or otherwise, and their instructions; (d) texts of treaties or conventions, laws, decrees, regulations, judicial decisions, and other official acts; (e) commonly used information such as calendars, schedules, directories, or captions; (f) isolated names and titles; (g) the industrial or commercial exploitation of abstract ideas contained in the Template.

9. DISTRIBUTED TEMPLATES AND DISTRIBUTED LAWTEX COMPONENTS

9.1. Distributed Templates and Distributed Lawtex Components. The Licensee may choose to distribute one or more of its Private Templates and Private Lawtex Components through the System platform for use by third parties also licensed to access the System (“Distributed Templates” and “Distributed Lawtex Components”). Sublicensing or distribution of code generated by the Licensee to third parties can only occur through the System and must comply with the rules of this Agreement and those detailed in the Looplex Partnership Program. Distribution may be limited to specific accounts or made generally available within the context of the Store (Looplex Marketplace). Distribution of Lawtex code or document template content code to third parties independently of or outside the System is not permitted.

9.2. General licensing rules for Distributed Templates and Distributed Lawtex Components. The same rules that apply to Private Templates and Private Lawtex Components apply to Distributed Templates and Distributed Lawtex Components, as applicable.

9.3. Control of Template and Lawtex Component offerings through the System. The Licensee is obligated not to violate third-party rights when using Distributed Templates and Distributed Lawtex Components. The Licensor may cease the distribution or availability of Templates or Lawtex Components that violate this Agreement at any time without prior notice. The Licensor will coordinate the market for non-exclusive Distributed Templates and Distributed Lawtex Components but will not coordinate the market for exclusive Distributed Templates and Distributed Lawtex Components (clause 7.6 and table). In all cases, the Licensor may refuse, restrict, or exclude the commercialization of Templates and Lawtex Components to ensure System stability, maintain quality, prevent unfair competition among developers, and ensure compliance with this Agreement and the Usage Policy. The Licensor will not curate or validate content as per its Privacy Policy.

9.4. Guarantee of absence of surreptitious or unauthorized code. The Licensee guarantees that it will take all precautions and will not insert into the System any surreptitious or unauthorized code, routines, or instructions in its Distributed Templates or Distributed Lawtex Components designed to disable, delete, alter, or allow unauthorized control or access to Templates, Documents, Views, or any part or functionality of the System. The Licensee also guarantees that it will not create any malicious code and will comply with the Usage Policy, including but not limited to clause 15. If the Licensee wishes to collect usage data from its Distributed Templates or Distributed Components, it must use only the tools provided by the System and clearly disclose its Privacy Policy in accordance with the law and within the limits established in the Privacy Policy of this Agreement.

9.5. Distribution of Templates to third parties. The Licensee may distribute one or more of its Private Templates through the System platform for use by third parties also licensed to access the System. The distribution and licensing are for compiled code (object code), not source code, which remains under the exclusive license of the Licensee even in this situation. The same source code can simultaneously be a Private Template and a Distributed Template, each following its respective licensing rules.

9.5.1. Pricing for Licensing Distributed Templates. Licenses granted to other licensees and System users to access Templates developed and distributed by the Licensor will always be sublicenses (Third-Party Licenses), non-transferable and non-exclusive as indicated in clause 7.2, subject to payment of the respective Subscription. The price for the Licensee’s Distributed Template license will be set by the Licensee, but the Licensor may establish minimum and maximum price limits through mathematical algorithms. If the Licensee wishes to charge below the minimum or above the maximum price set by the algorithm, it must obtain the Licensor’s express consent. For using and licensing the System, the Licensor is entitled to retain up to 30% of the gross value stipulated for third-party use (Third-Party License) of the Template, transferring the remainder to the Licensee owning the Template license. If the Template is used by the Licensor itself, this retention does not apply, and only the Subscription cost for generating a Document or View from a Private Template will be charged. The terms of the respective Partnership Program or Commercial Proposal may further detail these rules, including modifying percentages and remuneration methods.

9.5.2. Updates and support for Distributed Templates. The Licensee is fully responsible for maintaining and updating Distributed Templates once they are licensed for distribution to third parties through the System. Updates will be released as new versions of the Template and must include a brief description of what was updated in the new version.

9.6. Distribution of Lawtex Components to third parties. Distribution and licensing of Lawtex Components involve compiled code (object code) and, to some extent, source code---limited to what is necessary for editing and operating the Lawtex Components. The entire source code remains under the exclusive license of the Licensee. The same source code can simultaneously be a Private Lawtex Component and a Distributed Lawtex Component, each following its respective licensing rules.

9.6.1. Pricing for Licensing the Licensee’s Lawtex Components. Licenses granted to other licensees and System users to access Lawtex Components developed and distributed by the Licensor will always be sublicenses (Third-Party Licenses), non-transferable and non-exclusive as indicated in clause 7.2, subject to payment of the respective Subscription. The price for using the Licensee’s Lawtex Component will be set by the Licensee, either as a fixed price or as a percentage of the value of the Templates in which the Lawtex Component will be used (e.g., “Lawtex Component ABC will cost X% of the value of any Template using it”). The Licensor may establish minimum and maximum price limits through mathematical algorithms. If the Licensee wishes to charge below the minimum or above the maximum price set by the algorithm, it must obtain the Licensor’s express consent. For using and licensing the System, the Licensor is entitled to retain up to 30% of the gross value stipulated for third-party use (Third-Party License) of the Lawtex Component, transferring the remainder to the Licensee owning the license. If the Lawtex Component is used by the Licensor itself, this retention does not apply, and only the Subscription cost for using a Private Lawtex Component will be charged. The terms of the Looplex Partnership Program may further detail these rules, including modifying percentages and remuneration methods.

9.6.2. Updates and support for Distributed Lawtex Components. The Licensee is fully responsible for maintaining and updating Distributed Lawtex Components once they are licensed for distribution to third parties through the System. Updates will be released as new versions of the Lawtex Component and must include a brief description of what was updated in the new version.

9.6.3. Updates to Distributed Lawtex Components in Templates. Distributed Lawtex Components may be updated independently of the System services and the Templates in which they are used. Updates to a Distributed Lawtex Component may require adjustments to Template code to maintain functionality. The Licensee who authored the Lawtex Component must notify others using it about any updates to allow necessary adjustments. In certain cases, the Licensor may maintain a previous version of a Distributed Lawtex Component available for a period until most Licensees in the ecosystem have adapted.

9.6.4. Code derivation in Distributed Lawtex Components. The only derivations permitted by third parties using Distributed Lawtex Components are edits and operations allowed by Lawtex. Such derivations will not affect the Third-Party License of the Distributed Lawtex Component and will be absorbed into the license of the Template using it (e.g., a Licensor Template, another third-party Distributed Template, or a third-party Private Template).

9.7. Identification of Templates and Lawtex Components; brand use. All Distributed Templates and Distributed Lawtex Components offered through the System to third parties will include attribution of origin (authorship). The Licensor may adopt a designation system to allow other licensees to differentiate between various developers.

9.8. Testing license for Templates and Lawtex Components. If You submit any Template or Lawtex Component for distribution, You grant the Licensor a worldwide, non-exclusive, royalty-free license to reproduce, execute, and distribute the Template or Lawtex Component in object code format for testing, evaluation, and analysis purposes.

9.9. RESPONSIBILITY FOR LOGICAL-LEGAL CONTENT. RESPONSIBILITY FOR THE LOGICAL-LEGAL CONTENT OF DISTRIBUTED TEMPLATES AND DISTRIBUTED LAWTEX COMPONENTS RESTS EXCLUSIVELY WITH THE LICENSEE WHO ORIGINALLY CREATED THEM. THIS RESPONSIBILITY DOES NOT EXTEND TO DERIVATIONS NOT CREATED BY THE LICENSEE. THE LICENSEE SHALL INDEMNIFY THE LICENSOR FOR ANY LOSSES INCURRED RELATED TO THE LOGICAL-LEGAL CONTENT OF DISTRIBUTED TEMPLATES AND DISTRIBUTED LAWTEX COMPONENTS.

9.10. Standard limitation of liability. The Licensee may define its level of responsibility to third parties sublicensing its Distributed Template or Distributed Lawtex Component. In all cases, this must not violate the liability limitations of clause 9.9 or the broader limitations of this Agreement. If no responsibility is specified at the time of distribution, the following liability limitation will apply:

“LIMITATION OF LIABILITY — DISTRIBUTED TEMPLATES AND DISTRIBUTED LAWTEX COMPONENTS. THE AUTHOR WHO SUBLICENSES DISTRIBUTED TEMPLATES AND DISTRIBUTED LAWTEX COMPONENTS IS NOT RESPONSIBLE FOR THEIR SUITABILITY TO THE SPECIFIC OR COMMERCIAL OBJECTIVES OF THE SUBLICENSEE USING THEM, FOR THE CONTENT THEY GENERATE, OR FOR USERS’ USE OF THE INFORMATION GENERATED. USE OF A TEMPLATE OR LAWTEX COMPONENT DOES NOT EXEMPT THE SUBLICENSEE FROM CONSULTING AN EXPERT IN THE KNOWLEDGE AREAS RELATED TO THE DOCUMENT OR VIEW GENERATED FROM THE TEMPLATE OR LAWTEX COMPONENT. EACH TEMPLATE OR LAWTEX COMPONENT IS PROVIDED ‘AS IS,’ AND ANY USE BY THE SUBLICENSEE DURING THE LICENSE PERIOD IS AT THEIR OWN RISK. ALTHOUGH MATHEMATICAL TOOLS ARE USED TO GENERATE INFORMATION, TEMPLATES AND LAWTEX COMPONENTS ARE SUBJECT TO TECHNICAL AND HUMAN ERRORS, INCLUDING PROGRAMMING, CONTENT, AND CONCEPTUAL ERRORS. THE AUTHOR WHO SUBLICENSES THE TEMPLATE OR COMPONENT IS NOT LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING FROM FAILURES, ERRORS, ISSUES, OR NEGLIGENCE, RECKLESSNESS, OR INEXPERTISE IN THEIR USE.”

10. SOURCE CODE LICENSING

10.1. Source Code: licensing Templates and Lawtex Components’ source code.
The source code in Lawtex or another language developed by You in its original format may also be licensed in various ways to other legal engineers or companies that develop content (legal engineering content factories). All methods described in clauses 8 and 9 refer to object code licensing, where accounts and end users do not have access to the source code because You have only made the Template or Lawtex Component available for use.

10.2. Types of licensing for Templates and Lawtex Components’ source code.
Possible licenses for the source code in Lawtex or other languages include: “Closed,” “Permissive Open,” and “Shared Open.”

10.3. Closed Licensing.
Under Closed Licensing, the Licensee grants third parties a limited license to:
(a) Use and Execute the source code within the System,
(b) Make derivations of the code to create or improve Private Templates, Private Lawtex Components, and their associated Intelligent Actions,
(c) Distribute the original or modified object code, exclusively or non-exclusively, following derivations (Distributed Templates or Distributed Lawtex Components) (“Closed Licensing”).

10.4. Modifications to Closed Licensing.
You and the third party licensing your source code may freely negotiate restrictions or extensions to the use limitations, including complete assignment of rights to the source code. The sole restriction is that the source code may only be Executed within the System.

10.5. Permissive Open Licensing.
You may choose to license your source code under a permissive open model, allowing any third party who has accepted or adhered to this Agreement, or a substantially similar version, to freely copy, modify, derive, incorporate the code into another project, Template, or Lawtex Component, sublicense, and distribute the object code with or without derivations (“Permissive Open Licensing”).

Permissive Open Licensing follows, as applicable, the MIT license rules (https://opensource.org/licenses/MIT), with the sole material modification that the source code for Templates and Lawtex Components may only be Executed within the System. For Permissive Open Licensing, you must include the following text within the Lawtex file and in the relevant documentation:

THE LAWTEX FILE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE LAWTEX FILE OR THE USE OR OTHER DEALINGS IN THE LAWTEX FILE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LAWTEX FILE IS WITH YOU. SHOULD THE LAWTEX FILE PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.”**

10.6. Shared Open Licensing. You may choose to license your source code under a shared open model, authorizing any third party who has accepted or adhered to this Agreement, or a substantially similar version, to freely copy, modify, derive, and incorporate the code into another project, Template, or Lawtex Component. However, under the shared open model, sublicensing and distribution of this source code must also occur under the same Shared Open Licensing model (“Shared Open Licensing”). The idea is that this material will be freely available for use within the System (except for the paid System Subscription to the Licensor, as applicable), and any derivations must be shared with the Developer community. For Shared Open Licensing, you must include the following text within the Lawtex file and in the relevant documentation:

**“Copyright \YEAR\ \AUTHOR NAME\ Permission is hereby granted, free of charge, to any person obtaining a copy of this code and associated documentation files (the “Lawtex File”), to deal with the Lawtex File without restriction, including the rights to use, copy, modify, derive, merge, publish, and/or sell copies of the Lawtex File, and to permit persons to whom the Lawtex File is furnished to do so, subject to the following conditions:
(a) You may not distribute the Template or Lawtex Component as object code under an exclusive or non-exclusive distribution rule. Object code may only be generated as a Private Template or Private Lawtex Component for use in your System account. Distribution will only be permitted if the source code is also shared.
(b) In the case of distribution, sublicensing, or even assignment of the code, in any form or mode, any derivation or modification of the Lawtex File must be shared in the same original repository from which the source code was extracted or in another public repository indicated by the Licensor or the original author of the source code, as applicable.
(c) The source code may only be compiled and Executed as object code within the Looplex System, as defined in its Terms of Use.
(d) This limitation of liability notice and permission text must be included in all copies of the Lawtex File.

10.6.1. Misuse of source code under Shared Open Licensing. If You use source code under Shared Open Licensing in another Template or Lawtex Component project containing Closed Licensed code authored by You or Permissive Open Licensed code authored by You, the entirety of the source code for that Template or Lawtex Component developed by You, including its derivations, will become open and shared with any Developer who has adhered to this Agreement. Additionally, any Subscription revenues generated from that Template will be transferred to the author of the Shared Open Licensed source code that was misused. Any portions of source code under Closed Licensing or Permissive Open Licensing authored or owned by third parties will not be affected. However, You will lose any Subscription revenues and will be required to share all derivations with the Developer community.

10.7. Support and updates. You or any person may offer support and update services for the source code of Templates and Lawtex Components. These support services are not provided by the Licensor and may be freely negotiated between the parties, provided they do not violate this Agreement and the Usage Policy. If the support services are included in the Subscription, Looplex will process the payment and may retain a percentage of the gross value according to the applicable Subscription rules. As a general rule, Closed Licensed source code is assumed to have a 90-day warranty, while Permissive Open Licensed or Shared Open Licensed code does not carry any warranty.

11. INTEGRATED DEVELOPMENT ENVIRONMENT (SDK)

11.1. Development of Templates and Lawtex Components. The Licensee may develop its own Templates and Lawtex Components for use within the System. This development is provided under a license to use a software development kit (“SDK”) for creating, maintaining, and editing Templates and Lawtex Components, subject to the terms and conditions established in this Agreement.

11.2. Permitted uses and SDK licensing. The Licensor grants the Licensee, for the term of this Agreement, a non-exclusive, limited, temporary, and non-transferable license to use the SDK for the following purposes: (a) Install a reasonable number of copies of any software or add-ons provided by the Licensor, necessary for Developers to create and test Templates, Lawtex Components, APIs, and other authorized content and programs for use within the System. (b) Distribute a limited number of copies of the Documentation solely to Developers. (c) Provide Developers with access to and permission to use APIs, tools, code snippets, and libraries for Lawtex Components from the Licensor or third parties, exclusively for the purpose of creating, developing, and testing Templates and Lawtex Components. (d) Upload and compile code in Lawtex or another language interpreted by the Looplex Engine into the System’s test environment solely to test and approve the Templates and Lawtex Components created. (e) Remove Templates and Lawtex Components from the test environment and release production versions for the Licensee. (f) Incorporate certifications and validations from the Licensor or third parties into Templates and Lawtex Components, in cases where Templates and Lawtex Components will be distributed to third parties through the System.

11.3. Use of the development and test environment. The development and test environment may only be accessed by Developers for the purpose of developing and creating Templates and Lawtex Components. The generation of Documents must only occur after the Template or Lawtex Component code has been submitted to the production environment, where it will be available for use by other Users. The Licensee may not use the development and test environment to circumvent Subscription charges for generating Documents, API consumption, or any other service associated with the System.

11.4. Templates and Lawtex Components outside the Licensor’s environment. The Licensee’s Users may use other environments and productivity tools to create and edit Templates and Lawtex Components, such as programming notepads, IDE systems, or text editors. However, the Licensee and its Developers may not compile or execute Templates and Lawtex Components in environments or using compilers other than those provided by the Licensor through System access.

11.5. Other prohibited uses. The Licensee may not rent, lend, assign, give, or distribute the source code for Templates and Lawtex Components or any associated Documentation to third parties who are not bound by the terms and conditions of this Agreement. The Licensee agrees not to create any code that generates Templates, Lawtex Components, or services with illegal content or for unlawful purposes. The SDK is solely intended for the development of Templates and Content. Even if Developers are subcontractors developing Templates and Lawtex Components for the Licensee, the license to use the generated code will always belong to the Licensee. Developers are always subject to the terms and conditions of this Agreement.

11.6. Confidential nature of Licensor’s services and products. The Licensee and its Developers may have access to services, functionalities, applications, or content developed by the Licensor that are not publicly available. The Licensee and all its Developers must maintain confidentiality regarding these services, functionalities, applications, or content, under penalty of violating the License provided in this Agreement.

11.7. Lawtex Usage License. In addition to the SDK usage license, the Licensor grants the Licensee a non-exclusive, non-transferable, and limited license to use the Lawtex language solely for internal development by the Licensee of Templates, Lawtex Components, and other programs designed to operate within the System. All rights to the Lawtex language, its syntax, and structure belong to the Licensor. All rules and restrictions applicable to other usage licenses under this Agreement as set forth in clause 4 also apply to the use of Lawtex.

11.8. Lawtex updates. The Lawtex language and its functionalities may be updated independently of the System services. Updates to Lawtex may require adjustments to the code of Templates and Lawtex Components written in the Lawtex language to maintain proper functionality. The Licensee will be notified of updates to Lawtex so that necessary adjustments can be made. Adjustments can be made by the Licensee itself or by the Licensor through the contracting of Special Services. In certain cases, the Licensor may keep earlier versions of Lawtex compilation available for a period of time until most Licensees in the ecosystem make the necessary adjustments.

11.9. Use of Lawtex. The distribution and execution environment, whether for interpretation or compilation of any Template, Lawtex Component, or future program provided by the Licensor, is the System. The Licensee may not use any type of compiler or language translator to convert a Template or Lawtex Component written in the Lawtex language into any other language.

11.10. File formats in the Lawtex language. Document Templates, parts of BI Templates, and Lawtex Components built in the Lawtex language will be generated in a file format with the “.lawtex” extension. This format is the standard for encoding the information contained in a Lawtex language file for storage and Execution.

11.11. LIABILITY LIMITATION — SDK AND LAWTEX LANGUAGE. THE LICENSOR IS NOT RESPONSIBLE FOR THE SDK’S SUITABILITY FOR THE LICENSEE’S SPECIFIC OR COMMERCIAL OBJECTIVES, FOR THE CONTENT GENERATED BY IT, OR FOR HOW USERS UTILIZE THE INFORMATION AND PROGRAMS IT GENERATES. THE SDK AND THE LAWTEX LANGUAGE ARE PROVIDED “AS IS,” AND ANY USE BY THE LICENSEE DURING THE LICENSE PERIOD WILL BE AT THE LICENSEE’S SOLE RISK. DESPITE USING MATHEMATICAL TOOLS TO GENERATE ITS INFORMATION, THE SDK AND LAWTEX LANGUAGE ARE SUBJECT TO TECHNICAL AND HUMAN ERRORS, NOT ONLY IN PROGRAMMING BUT ALSO IN CONTENT AND CONCEPTUALIZATION. THE LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES, DIRECT OR INDIRECT, ARISING FROM EXECUTION FAILURES, ISSUES, PROGRAMMING ERRORS, DATA PROCESSING ERRORS, DATA ENTRY ERRORS, DATA LOSS, OR NEGLIGENCE, CARELESSNESS, OR INCOMPETENCE IN THEIR USE.

Ways of licensing source code for Lawtex Templates and Components

| . | Fechado | Aberto Permissivo | Aberto Compartilhado | | | ------------------------------------------ | ------------------------------------------------------------------------ | ------------------------------------------------ | ---------------------------------------------------------------------------------------------------- | | | | | Public Code | NO. Only the recipient of the license can have access to the source code | YES | YES | | | Term of license or assignment of use | Perpetual | Perpetual | Perpetual | | | Sublicensing to third parties | It depends on negotiation. If there is no express adjustment, NO | YES | YES, but always in the Shared Open mode | | | Copying, modification and derivation | It depends on negotiation. If there is no express adjustment, YES | SIM. Pode copiar, modificar e derivar livremente | SIM. mas as derivações precisam ser publicadas e licenciadas como código Aberto Compartilhado também | | | Private Use (Object Code) | YES | YES | YES | | | Object Code Distribution in the System | It depends on negotiation. If there is no express adjustment, NO | YES | NO | |

12. LAWTEX COMMUNITY AND TOOLS

12.1. Lawtex Community and tools. In addition to the SDK license, the Licensor may promote and provide additional tools for Developers, such as blogs, knowledge-sharing websites (including, but not limited to, third-party websites like Stack Overflow), wiki files, add-ons, and applications for specification assistance, conversion of analog content, or other digital systems. Developers may use these tools to interact with other Developers, contribute information, share source code in Lawtex or another language interpreted by the Looplex Engine, share data, post comments and debates, and distribute or share tools created by third parties (the “Lawtex Community”). The Licensor may require You to register, obtain certifications, or accept additional terms of use to access some or all of these tools.

12.2. Community licensing. You grant the Licensor and all Developers a non-exclusive, limited, perpetual, and non-transferable license to use, display, modify, adapt, publish, or otherwise utilize your contributions, ideas, and shares made within the context of the Lawtex Community tools, in any media format and on any current or future communication channels of the Lawtex Community.

12.3. No obligation to post or share. Nothing in this Agreement requires You, the Licensor, or any Developer to contribute to the Lawtex Community. The Lawtex Community is intended to serve as an open forum for Developers’ growth. The Licensor may, from time to time, delete, modify, or alter any of the Lawtex Community tools. The Licensor has no responsibility for the deletion of any contribution or tool and is not liable for issues or failures related to data management, backups, secure transmission, or the privacy of contributions.

12.4. Prohibition on the use of protected intellectual property. You represent and warrant that your contributions will not include material protected by patents, copyrights, trade secrets, or any other contractual restrictions on know-how, unless You are the holder of those rights or have the express permission of the rights holder to publish that material in the Lawtex Community. You represent and warrant that you will accurately reproduce any intellectual property notice or trademark registration required by law or contract for the display and sharing of protected material in the Lawtex Community.

12.5. No endorsement or recommendation. You acknowledge and agree that the Licensor will not recommend or approve any contributions from any person, even if representatives of the Licensor express such opinions within the Lawtex Community.

12.6. LIABILITY LIMITATION — LAWTEX COMMUNITY. THE LICENSOR AND ANY DEVELOPER WHO HAS POSTED OR COMMENTED ON A CONTRIBUTION IN THE LAWTEX COMMUNITY ARE NOT RESPONSIBLE FOR THE SUITABILITY OF THE MATERIAL POSTED FOR ANY SPECIFIC, COMMERCIAL, OR EVEN ACADEMIC PURPOSES OF THE LICENSEE. ANY TOOL, MATERIAL, OR CONTRIBUTION IN THE LAWTEX COMMUNITY IS PROVIDED “AS IS,” AND ANY USE BY YOU AT ANY TIME WILL BE AT YOUR OWN RISK, WITHOUT LIABILITY OR GUARANTEE OF COMPLETENESS, ACCURACY, RELIABILITY, OR CORRECTNESS OF THE CONTRIBUTION, MATERIAL, OR TOOL.

Integrations, API, and Looplex Inside

13. INTEROPERABILITY — USE OF THE API

13.1. API Access. The Licensor grants the Licensee, for the duration of this Agreement, a non-exclusive, limited, temporary, and non-transferable license to access the System’s API. The API license also includes its Documentation and any revisions or updates made to the API by the Licensor from time to time.

13.2. Electronic keys and tokens. Upon the Licensee’s request, the Licensor will issue a unique electronic key (“Token”) for API access. The Licensee must protect the Token with at least the same care as they would their own files and those of their clients. The Licensee may not assign, transfer, or make the Token available to any third party. The Licensee must use their Token to access the API, and the Licensor may reissue or revoke the Token at any time. If the Licensor provides credentials to the Licensee or its Users, the Licensee must also use these credentials in connection with the API.

13.3. API Support. The Licensee may modify elements of their integration and interoperability with the Licensor’s API in the event of an API update. If an API update may disrupt the integration between the System and the Licensee’s Application, the Licensor may provide the Licensee with access to review and test the API update before or after its release. The Licensor reserves the right to modify, suspend, withdraw, or discontinue all or some integration elements of the System and/or API at any time. The Licensee may also impose limits on the access and use of certain API functionalities or services.

13.4. Permitted uses of the API. The Licensee may only use the API under the terms of this Agreement. In addition to the general restrictions of this Agreement and the granted license, particularly clause 4, the Licensee may not:
(a) modify or create derivatives of the API;
(b) use the API in connection with any product or software other than the System;
(c) distribute the API as a separate product from the System;
(d) use the API to promote any products or services within the System unless previously enrolled in the Looplex Partnership Program.

13.5. API Limitations. The Licensor may impose limits on API usage, such as restricting the number of requests the Licensee can make or the number of users the API can serve simultaneously. The Licensee agrees not to circumvent or attempt to circumvent these limitations. If the Licensee wishes to use the API beyond these limits, they must obtain the Licensor’s express consent, which may be conditional upon accepting additional agreements, terms of use, or charges.

13.6. Misuse of the API. The Licensee may not use the API to:
(a) send spam or unsolicited messages to other Licensor clients within any information-sharing, experience, or content forum provided by the Licensor inside or outside the System;
(b) send, store, or use content containing computer viruses, worms, Trojan horses, or any other malicious file, code, or script, even if not shared with third parties;
(c) gain unauthorized access to the System, its services, or its network;
(d) access or attempt to access the API and the System through any means not described in the API documentation.

13.7. API Monitoring. APIs are designed to enhance and improve the System’s services. THE LICENSEE AGREES THAT THE LICENSOR MAY MONITOR API USAGE TO ENSURE QUALITY, IMPROVE LICENSOR AND THIRD-PARTY PRODUCTS AND SERVICES, AND VERIFY COMPLIANCE WITH THIS AGREEMENT**.** This monitoring may include the Licensor accessing and using the Licensee’s API to identify security issues that could affect the Licensor, its clients, or users. The Licensee must not interfere with this monitoring. The Licensor may suspend API access for Users if it believes the Licensee is violating this Agreement.

13.8. LIMITATION OF LIABILITY — API. THE LICENSOR IS NOT RESPONSIBLE FOR THE SUITABILITY OF THE API FOR THE LICENSEE’S SPECIFIC OR COMMERCIAL OBJECTIVES, THE CONTENT AND INFORMATION IT GENERATES, OR THE USE THAT THE LICENSEE’S APPLICATION MAKES OF THIS INFORMATION. THE LICENSOR PROVIDES NO GUARANTEE THAT THE API WILL MEET THE LICENSEE’S REQUIREMENTS OR FUNCTION WITHOUT INTERRUPTION OR ERRORS. THE API IS PROVIDED “AS IS,” AND ANY USE BY THE LICENSEE DURING THE LICENSE PERIOD IS AT THEIR OWN RISK. DESPITE USING MATHEMATICAL TOOLS TO GENERATE INFORMATION, THE API IS SUBJECT TO TECHNICAL AND HUMAN ERRORS. THE LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING FROM FAILURES, ERRORS, ISSUES, OR NEGLIGENCE, RECKLESSNESS, OR INEXPERTISE IN ITS USE.

14. OEM INTEGRATION LICENSE — LOOPLEX INSIDE

14.1. OEM Integration Licensing — Looplex Inside. Subject to the rules and conditions of this Agreement, the Licensor grants You a non-exclusive, limited, temporary, and non-transferable license to use, integrate, reproduce, disclose, commercialize, distribute, and sublicense the System or parts of the System exclusively for the Licensee’s Clients through:
(a) developing its own interfaces and using the API in the Licensee’s Application; (b) using Looplex interface web components in the Licensee’s Application; (c) accessing System services directly from an on-premises installation of the Looplex Platform Appliance (“Looplex Inside Licensing”).

14.2. Documentation Use. Under Looplex Inside Licensing, You may use, copy, reproduce, edit, and distribute all System Documentation provided by the Licensor or reference materials from the Lawtex Community, solely to support the Licensee’s Clients.

14.3. Internal use and development of integrations. You are licensed to use the System for development, testing, demonstration, and support exclusively to implement and maintain Looplex Inside Licensing in the Licensee’s Application.

14.4. Sublicensing Restrictions. Except as expressly authorized in this Agreement, You and the Licensee’s Clients must not: (a) reproduce, translate, decompose, recompose, derive, alter, or use reverse engineering techniques on the System’s functionalities, code, or structure; (b) rent, sell, assign, or otherwise transfer sublicensing to third parties; (c) directly or indirectly violate the Usage Policy, the System’s Privacy Policy, or this Agreement as a whole. No source code of the System (except possibly the source code of Templates, Lawtex Components, or Intelligent Actions, where applicable) is licensed under this Agreement---only object code is licensed. You may not access the System’s source code and must take necessary measures to ensure that your representatives, agents, employees, and Clients do not access it.

14.5. Licensing to the Licensee’s Clients. Under Looplex Inside Licensing, You will sublicense the System within the context of your own license agreements with your Clients, which must: (a) include terms substantially similar to those under which the Licensor licenses its System, parts, Templates, and Lawtex Components; (b) grant the Licensee’s Clients a limited, temporary sublicense for the System during the term of this Agreement; (c) protect the Licensor’s licenses and intellectual property similarly to the provisions of this Agreement; and (d) not include warranties, representations, rights, or rules exceeding the scope defined in this Agreement.

14.5.1. Awareness of Licensor’s Terms of Use. It is important that the Licensee’s Clients are aware of these Terms of Use and License and the Licensor’s Privacy Policy. Therefore, the Licensee must: (i) notify the Licensee’s Clients of these Terms of Use and License and the Licensor’s Privacy Policy; (ii) incorporate the content of this Agreement into its own terms of use and privacy policy; and/or (iii) reference these Terms of Use and License and the Licensor’s Privacy Policy via a hyperlink in its own terms of use and privacy policy.

14.6. Support for the Licensee’s Clients. You are responsible for providing first-level support to the Licensee’s Clients. Licensor support will be provided exclusively to the Licensee, as per System support terms. The Licensor may offer Special Services for training and certification to support the Licensee.

14.7. Modifications. You may not copy the System except as defined under this Agreement. You must not modify, adapt, enhance, improve, translate, or create derivatives of the System, except as necessary to configure, customize, create Lawtex content, and integrate the System into the Licensee’s Application using tools, menus, and libraries provided by the Licensor. The provision of materials, tools, and knowledge to the Licensee must not be interpreted as a transfer or waiver of the Licensor’s intellectual property rights.

14.8. LIMITATION OF LIABILITY — LOOPLEX INSIDE. THE LICENSOR IS NOT RESPONSIBLE FOR THE SUITABILITY OF THE SYSTEM UNDER LOOPLEX INSIDE LICENSING FOR THE LICENSEE’S SPECIFIC OR COMMERCIAL OBJECTIVES, THE CONTENT AND INFORMATION IT GENERATES, OR THE USE THE LICENSEE’S APPLICATION MAKES OF THIS INFORMATION. THE LICENSOR PROVIDES NO GUARANTEE THAT THE SYSTEM AND API WILL MEET THE LICENSEE’S REQUIREMENTS OR FUNCTION WITHOUT INTERRUPTION OR ERRORS. THE SYSTEM AND API ARE PROVIDED “AS IS,” AND ANY USE BY THE LICENSEE DURING THE LICENSE PERIOD IS AT THEIR OWN RISK. DESPITE USING MATHEMATICAL TOOLS TO GENERATE INFORMATION, THE SYSTEM AND API ARE SUBJECT TO TECHNICAL AND HUMAN ERRORS. THE LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING FROM FAILURES, ERRORS, ISSUES, OR NEGLIGENCE, RECKLESSNESS, OR INEXPERTISE IN ITS USE. IF THE LICENSEE MODIFIES OR PREPARES ANY DERIVATIONS, INTEGRATIONS, OR COMPILATIONS, THE LICENSOR WILL NOT BE LIABLE FOR ANY LOSS, COST, OR DAMAGE INCURRED BY THE LICENSEE OR ITS CLIENTS.

14.9. Licensee must indemnify the Licensor. If the Licensor is sued by a Licensee’s Client for any reason, You will cover all costs, damages, court fees, and attorneys’ fees incurred by the Licensor in its defense. You must also take all possible measures to exclude the Licensor from liability and assume responsibility for the litigation to the fullest extent possible, whether by settlement or judgment.

15. DATA EXTRACTION AND MONITORING

15.1. RPA Licensing. The Licensor grants the Licensee, for the duration of this Agreement, a non-exclusive, limited, temporary, and non-transferable license to access RPA (robotic process automation) functionalities for Data Extraction from public websites and integrations with other systems not connected via API.

15.2. Licensee Responsibilities for RPA Usage. You and the users of the RPA service are responsible for:
(a) ensuring compliance with all applicable laws and regulations related to data extraction from public websites and other systems;
(b) verifying that data extraction activities do not violate the terms of service or usage policies of the websites or systems from which data is being extracted;
(c) providing necessary access permissions and credentials for integration with legacy systems;
(d) promptly notifying us if the RPA service stops functioning for any reason, such as changes in the target system or website structure, to facilitate timely corrections or adjustments.

15.3. Licensee Must Maintain Access to Systems and Websites. You are responsible for obtaining and maintaining access, authorizations, and all rights over the external system required for the Licensor to use and develop RPA bots and otherwise execute the services. If You fail to obtain or maintain such rights, the use of RPA will be rendered impossible.

15.4. Data Handling and Privacy. Our RPA service is designed to handle data securely and confidentially. All data extracted or entered into other systems via RPA must be treated in accordance with our Privacy Policy. It is the responsibility of the Licensee and the users to ensure that any personal or sensitive information extracted using the RPA service is handled in compliance with applicable data protection laws and regulations. You must use the RPA service in accordance with our Usage Policy.

15.5. Restrictions on Use and Licensing RPA to Third Parties. The Licensor retains exclusive, perpetual, and worldwide rights, titles, and interests in any RPA developed, even if for use in the Licensee’s proprietary systems. The Licensor may license and use the RPA developed with other clients or in any other manner at its sole discretion. To the extent that You have access to any RPA and a license to use such RPAs, You must use these RPAs exclusively within the System for your internal commercial purposes. You must not remove any copyright, confidentiality, proprietary, or similar notices from any RPA. You must not reverse engineer, decode, disable, decompile, or otherwise translate or convert the RPA or any part thereof.

15.6. Copyrights on Development Products. The Licensor retains copyrights over any RPA developed, including, without limitation, any tools, software (in source or object code), bots, algorithms, calculators, spreadsheets, architecture, modules, components, designs, utilities, program listings, templates, models, methodologies, frameworks, routines, interfaces, screen designs, instructions, configurations, databases, datasets, and similar items owned, licensed, or developed by the Licensor (directly or indirectly), whether in connection with or independently of the performance of Special Services or Third-Party Services, as well as any modifications, enhancements, and/or derivative works.

15.7. LIMITATION OF LIABILITY — RPA USAGE. THE LICENSOR IS NOT RESPONSIBLE FOR THE SUITABILITY OF THE RPA SERVICE FOR THE LICENSEE’S SPECIFIC OR COMMERCIAL OBJECTIVES, THE CONTENT AND INFORMATION IT GENERATES, OR THE USE THE LICENSEE’S APPLICATION MAKES OF THIS INFORMATION. THE LICENSOR PROVIDES NO GUARANTEE THAT THE RPA WILL MEET THE LICENSEE’S REQUIREMENTS OR FUNCTION WITHOUT INTERRUPTION OR ERRORS. THE RPA IS PROVIDED “AS IS,” AND ANY USE BY THE LICENSEE DURING THE LICENSE PERIOD IS AT THEIR OWN RISK. THE ACCURACY AND COMPLETENESS OF DATA EXTRACTED BY THE RPA SERVICE DEPEND ON THE QUALITY AND AVAILABILITY OF DATA FROM SOURCE SITES AND LEGACY SYSTEMS. WE DO NOT GUARANTEE OR VERIFY THE ACCURACY OR COMPLETENESS OF EXTRACTED DATA. WE ARE NOT RESPONSIBLE FOR THE MISUSE OR IMPROPER HANDLING OF DATA EXTRACTED USING THE RPA SERVICE BY USERS. WE ARE NOT RESPONSIBLE FOR ANY INFORMATION THAT MAY HAVE BEEN LOST DURING ANY PERIOD OF RPA SERVICE INACTIVITY. DESPITE USING MATHEMATICAL TOOLS TO GENERATE INFORMATION, THE RPA IS SUBJECT TO TECHNICAL AND HUMAN ERRORS, AND THE LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES RESULTING FROM FAILURES, ERRORS, ISSUES, OR NEGLIGENCE, RECKLESSNESS, OR INEXPERTISE IN ITS USE.

16. LOOPLEX GENERATIVE AI SERVICES

16.1. Responsible Use. The Customer must use Looplex Generative AI Services in accordance with the Usage Policy and the Looplex Generative AI Code of Conduct. Without limiting other features, Looplex may restrict the Customer’s access to or use of Looplex Generative AI Services if Looplex has reasonable grounds to believe that the Generated Content or the Customer’s use of a Looplex Generative AI Service or Generated Content violates the acceptable usage policy for online services or the Looplex Generative AI Code of Conduct.

16.2. Capacity Limitations. Excessive use of a Looplex Generative AI Service may result in the temporary limitation of the Customer’s access to the service.

16.3. Reverse Engineering. The Customer may not use a Looplex Generative AI Service to discover any underlying components of the models, Metaprompts, algorithms, or systems used by Looplex or other distributors of content within the System, nor may they attempt to extract model weights.

16.4. Data Extraction. The Customer may not use web scraping, web data collection, or other data extraction methods to extract data from a Looplex Generative AI Service.

16.5. Use of Content for Training. Looplex Generative AI Services may use input or generated content to train, retrain, or improve fundamental models of the Looplex Generative AI Service, but only if such data is anonymized in accordance with our Privacy Policy. The Customer may not use or direct third parties to use a Looplex Generative AI Service to generate Generated Content expressly for creating synthetic training data to develop or train AI models or systems with functionality substantially similar to a Looplex AI service. However, the Customer may generate Generated Content to fine-tune models only as expressly permitted for their specific Looplex Generative AI usage scenario within the System. These restrictions do not prevent the use of a Looplex Generative AI Service to generate Generated Content for use as input for dynamic AI models or systems.

16.6. Data Processing Location. By using a Looplex Generative AI Service, the Customer agrees that their data may be stored and processed outside the geographic region of their tenant unless the specific service terms or product documentation for a particular Looplex Generative AI Service indicate otherwise.

16.7. Generated Content. The Generated Content belongs to the Customer. Looplex does not hold copyright over the Customer-generated content.

16.8. AI Models. All Metaprompts, chains of thought, refined augmented search (RAG), and any standard analysis and classification models or flows used exclusively belong to the Licensor and are licensed on a non-exclusive, limited, temporary, and non-transferable basis to You. Their code and instructions may not be used, distributed, licensed, assigned, or copied except within the scope of their licensing and these terms of use.

16.9. Customer’s Copyright Commitment. Looplex’s obligation to defend You against third-party intellectual property claims applies to the Licensee’s use or distribution of Generated Content from a covered product if all additional conditions in this clause are met: (a) When using a Template to produce the Generated Content that is the subject of a third-party claim, You must not have disabled, bypassed, interrupted, or interfered with the content filters, Metaprompt restrictions, or other security systems included in the Template or System applications and functions; (b) You must not have modified, used, or distributed the Generated Content in a way that You know, or should know, is likely to infringe or misappropriate third-party intellectual property; (c) You must have sufficient rights to use the System in connection with the Template or covered product, including, without limitation, any client data used to customize the model that produced the Generated Content subject to the claim; (d) The claim does not allege that the Generated Content, as used in commerce, infringes third-party trademarks or related rights; (e) For Looplex Generative AI Services and other Templates or apps and covered products with configurable Metaprompts or other security systems, You must also have implemented all mitigation measures required by the Looplex Generative AI Service documentation for the offering that delivered the Generated Content subject to the claim.

Usage Policy

17. USAGE POLICY

17.1. Usage Policy — License violations. The Licensee must adhere to a minimum usage policy for the System under the following terms: (a) Time-sharing: When the Subscription service fee is calculated per User, the Licensee may not use the System in a shared access regime where more than one person uses the System, simultaneously or otherwise, as if they were a single User or fewer Users than the actual number of individuals who effectively use the System. (b) Third-party logins: The Licensee may not provide passwords or other login information for its Users to third parties. (c) Sharing: The Licensee may not share non-public features or functionalities of the System with third parties who have not adhered to this Agreement, especially regarding the SDK and the use of the Lawtex language. (d) Non-competition: The Licensee may not access the System or its documentation to directly or indirectly copy or create a product that uses similar ideas, functionalities, features, and usability standards of the System. The Licensee may also not copy or assist third parties in copying the System’s ideas, functionalities, features, and usability standards.

17.2. Usage Policy — Improper use. The Licensee must use the System, Templates, SDK, and any service associated with the System only for its normal business purposes and must not: (a) Send spam or unsolicited messages to other Licensor clients within any forums for sharing information, experiences, or content, whether these forums are made available by the Licensor inside or outside the System. (b) Submit, store, or use content containing computer viruses, worms, trojan horses, or any other type of malicious file, code, or script, even if such content is not shared with third parties. (c) In any way gain unauthorized access to the System, its services, or its network. (d) Use the System or its services in any way to interfere with third-party networks and computers, gain unauthorized access, overload other systems, or disrupt third-party network connections.

17.3. Violation of the Usage Policy. If the Licensor discovers evidence of License or Usage Policy violations, the Licensor may suspend the Licensee’s access to the System without prior notice, without prejudice to any other judicial or extrajudicial measures to cease the violation. These measures may include specific injunctions to perform or refrain from certain actions, as well as compensation for damages and lost profits.

17.4. Feedback. The Licensee may provide Feedback to the Licensor on the System’s performance to assist in improving and making changes to the services. The Licensee will have no intellectual property or copyright claims regarding the Feedback. Any changes or solutions adopted by the Licensor may be incorporated into the System without any obligation to pay royalties or any other compensation.

17.5. Unauthorized access. The Licensee must take reasonable and necessary measures to prevent unauthorized access to the System, including, but not limited to, protecting its passwords and login information. The Licensee must immediately notify the Licensor of any unauthorized use of the System or internal security breaches and must make its best efforts to stop such breaches.

18. ACCESS TO LOOPLEX SITES

18.1. Types of Access. Looplex has two types of sites: (i) public access sites, which do not require login credentials (“Public Sites”), and (ii) restricted access sites, which require login credentials (“Restricted Sites,” and collectively with Public Sites, “Sites”).

18.2. Public Sites. Public Sites allow access without prior registration, login, or password, meaning that, like Educational Partners and the Educational Community, third parties with no connection to Looplex can also access them. The absence of login requirements, however, does not mean all Public Sites are searchable via internet search engines such as Google or Bing. The addresses of the Public Sites required to fulfill this Educational Partnership Agreement (e.g., the knowledge-base site for tubes) will be provided to the Educational Partner along with the Teaching Materials.

18.2.1. Restricted Pages on Public Sites. Some Public Sites may contain specific pages that require login credentials. These pages are considered Restricted Sites.

18.3. Restricted Sites. A license to use the System does not guarantee the User access to all Restricted Sites. Access to each Restricted Site is determined by the type of license granted, contractual agreements, or affiliation with Looplex. Therefore, the Educational Partner will receive all necessary access profiles for each User of the Educational Community to access the Restricted Sites required for this Agreement.

18.3.1. Duration of Access. The right to access Restricted Sites will persist for the duration of the User’s license. Once the license expires, all access to Restricted Sites will be terminated.

18.3.2. Restricted Access. You agree not to access or attempt to access any Restricted Sites by any means other than the interface provided by us, unless specifically authorized in a separate agreement. You agree not to access or attempt to access any Restricted Sites using automated means, including scripts or web crawlers, and agree to comply with the instructions established on such Restricted Sites.

18.4. Copyright of Site Content. Looplex holds the copyright for all original content published on both Restricted and Public Sites. If any content published on the Sites is not authored by Looplex, Looplex will reference the original author.

19. SECURITY

19.1. Protection of User Information and Controlled Information. The Licensor will maintain (and require any third-party hosting provider to maintain) an information privacy and security program that adheres to industry standards and accepted practices, including physical, technical, administrative, and organizational safeguards to:
(a) ensure the security and confidentiality of User Information and Controlled Information;
(b) protect against anticipated threats or risks to the security or integrity of User Information and Controlled Information, including accidental loss, destruction, or damage to such information;
(c) protect against unauthorized disclosure, access, or use of User Information and Controlled Information;
(d) ensure the proper disposal of User Information and Controlled Information; and
(e) ensure that access to User Information and Controlled Information is restricted to employees, agents, and contractors of the Licensor who have a need to access such data, if any, and comply with all the above measures.

19.2. Security Incident Occurrence. If the Licensor becomes aware of or is notified of any unauthorized destruction, loss, alteration, or access to User Information or Controlled Information, or an actual security breach of User Information or Controlled Information (“Security Incident”), the Licensor will notify the User of such Security Incident within 48 hours of becoming aware of it via email or phone, including if the information in question was in the possession of the Licensor or its third-party service provider at the time of the Security Incident.

19.2.1. Actions Taken in Case of a Security Incident. In the event of a Security Incident, the Licensor will promptly: (i) investigate and take appropriate measures to remedy the effects and mitigate the associated risks; (ii) provide the User with a written report on the outcome of its investigation, including any risk to the User, User Information, or Controlled Information, and the corrective action the Licensor has taken or will take in response to the Security Incident; (iii) take all commercially reasonable steps to ensure that the circumstances leading to the Security Incident are resolved as quickly as possible; and (iv) provide the User with a final report once the Security Incident has been resolved, detailing measures taken to prevent recurrence. The Licensor will provide updates to the User during the investigation, remediation, mitigation, and resolution of the Security Incident (“Security Incident Notification”).

19.3. Licensor Employee Compliance. The Licensor will instruct and take reasonable additional steps to ensure that individuals employed or engaged by it who have access to User Information or Controlled Information are aware of and comply with these Terms of Use, the Privacy Policy, and applicable laws.

20. PRIVACY

20.1. Privacy Policy. When You access, browse, or use a service in the System, register to use a System service, submit any material to the System, or obtain any material or application provided by the Licensor, You acknowledge and agree that You have read, understood, and agreed to be bound by the Licensor’s Privacy Policy.

20.2. Use of User Data. Notwithstanding the Privacy Policy, the Licensor may collect information from its Users to enhance and improve its products and services and use, collect, and store User information to fulfill its obligations under this Agreement, including, without limitation, using information to support the User, improve and enhance its services, and for other development, diagnostic, and corrective purposes in connection with its services and other offerings.

21. SYSTEM SERVICES AND SPECIAL SERVICES

21.1. Special Services. The Licensee may contract Special Services from the Licensor, such as training, System parameterization, on-site support, consultancy for building Templates and Lawtex Components, and customizations (“Special Services”). In any case, all services associated with the System will be subject to this Agreement as applicable. These services are governed by the terms of a specific commercial proposal but are also subject to clauses on non-competition (Clause 15.1), non-recruitment (Clause 26.4), prohibition of reverse engineering or other forms of license or copyright violation by the Licensor (Clauses 4.5, 4.6, 4.7, 4.8, 4.12, and 4.13), as well as the limitations of liability clauses (Clauses 26.7 and 26.8).

21.2. Third-Party Special Services. The Licensee may also contract third parties to provide Special Services. You must negotiate directly with the third party, and the Licensor will not be responsible for the terms, conditions, or performance of that arrangement. Even if the third party is a legal engineer, consultant, or holds Looplex certification, they will not act as a representative or agent of the Licensor, and it is the Licensee’s responsibility to negotiate directly and take necessary precautions.

21.3. Minimum Configuration Requirements. The Licensee is responsible for verifying the minimum configuration requirements for machines where the System will be installed. Minimum hardware and software configurations may change over time due to System updates.

21.4. Migration and Installation Not Included. Data migration services are not included unless expressly stated in the commercial proposal. Services for workstation management and maintenance, as well as hardware and software procurement and installation, are also not included.

21.5. Training. Training services for System use, if contracted, will be provided remotely or at a location specified by the Licensee within the national territory. Reimbursement of travel, meals, and lodging expenses will follow the commercial proposal or the Licensor’s conditions.

21.6. Support. The Licensee may contract support and helpdesk services to clarify questions about using the System separately from the Subscriptions. The Licensor has no obligation to provide support or other services unless these are specifically contracted.

21.7. Maintenance. Looplex may offer support, maintenance, and source code updates for Templates and Lawtex Components. Generally, Templates or Lawtex Components are guaranteed for 90 days after delivery.

22. USE OF BRAND AND MARKETING MATERIALS

22.1. Looplex Brands and Marketing Materials. During the term of this Agreement, the Licensor grants You a limited, non-transferable, non-exclusive right to reproduce the Looplex® and Lawtex® trademarks, Looplex marketing materials, interface screenshots, and short non-fully functional excerpts of Templates and Openly Licensed Lawtex Components authored by the Licensor. These materials may be used only to:
(a) identify Looplex products and services You use and/or the environment and language in which You develop; (b) identify yourself as a legal engineer or a company providing legal engineering services within the System (which may require certification by Looplex); and (c) identify yourself as a distributor of Looplex products and services (if officially designated as a distributor or reseller). The use of these materials and trademarks must always benefit Looplex and must not violate this Agreement, particularly the Usage Policy (Clause 15).

22.2. Private Label or White Label Use in Looplex Inside. If You are using the System integrated with a Licensee’s Application under the Looplex Inside Licensing model, You may create your own branding, distinctive signs, or simply offer the System within another Licensee Application without mentioning Looplex or the authorship of the services being Executed (private label).

22.3. Similar Brands or Trade Signs to Looplex. You may not adopt or use trademarks, logos, or distinctive signs for your business, products, or services that are similar to the Licensor’s, to avoid customer or third-party confusion.

22.4. Confusion in Marketing Materials. While You may remix or edit Licensor Marketing Materials, You must not mislead third parties into believing You are Looplex, speak on behalf of Looplex, represent Looplex directly, have a closer association than defined in this Agreement, or that Looplex has endorsed, certified, or approved the Licensee’s products or services.

22.5. Modifications or Discontinuation of Brands and Materials. The Licensor may, at any time and without notice:
(a) discontinue the use of certain trademarks, distinctive signs, or marketing materials;
(b) create new materials, trademarks, and signs for the System or other services;
(c) modify its usage policies for trademarks and copyrights to protect quality standards and enhance commercial positioning.

22.6. No Assignment or Transfer of Brands or Signs. This Agreement does not grant rights over trademarks, signs, or marketing materials beyond the limited reproduction authorization above, which may be revoked at any time, even during the Agreement’s term, if the Licensor deems You are misusing the brands or signs or using them outside the scope of promoting services and products directly or indirectly related to the System.

Subscriptions and Term

23. SUBSCRIPTIONS AND PRICING

23.1. Services Associated with the System. The Licensee may contract one or more services associated with the System directly through the Licensor’s website, by email, or through in-person agreements. All services associated with the System are subject to this Agreement and License unless otherwise specified in a separate agreement. The subscription cost will vary depending on the services contracted. The Licensee has the right to choose whether to contract new services offered by the Licensor. Not all services will be available for contract at all times. The Licensor may create different service packages, varying in the number or complexity of the services included, and offer them through different subscriptions.

23.2. Different Subscriptions. All licenses are contracted with periodic remuneration (Subscription) during the term of the Agreement. For some services, the subscription cost is proportional to usage, while for others, it depends on the number of licensed Users, the number of licensed Templates, the volume of logical operations executed, the amount of information stored, or the number of Documents or Views saved. The Licensee may alter the subscription billing structure for future periods with prior notice to Users. The Marketplace may have separate pricing rules for subscriptions or the acquisition of discrete services. The Licensor may create bundled plans that consolidate various services and subscriptions into a single contract and billing. Subscription plans may be listed on the Licensor’s Pricing page, without precluding the Licensor from offering promotional or customized plans in the future.

23.3. Subscription Billing Methods. The Licensor may offer two billing methods for various subscriptions: (a) Flexible Plan: The Licensee is not required to pre-contract any service before actual use. The Licensor will calculate subscription costs based on monthly usage and bill the consolidated amount in the following month. (b) Prepaid Plan: The Licensee purchases credits to use the System and, in return, receives a discount compared to the Flexible Plan rates. In either option, the Licensee may pay using one of the payment methods accepted by the Licensor. The Licensor may limit payment options depending on tool usage intensity, the sales channel (online, telephone, or in-person), or the Licensee’s credit history.

23.4. Subscription for Document Generation. The Licensee will pay for document generation services within the System based on usage, calculated per document generated, as a fixed fee for generating multiple documents, or an unlimited use fee.

23.4.1. Effective Usage and Document Generation Calculation. Each time a User requests data submission, the System counts this request as billable usage. The number of Documents is indirectly measured based on the number of requests or logical processes required by each Template to generate a Document. Repeated submissions of identical data are not counted to avoid errors and overcharges. However, edits to previously submitted responses are counted as new data submissions. Inputs received from other systems, Licensee Applications, other Documents, or System-generated response files are also considered data entries for usage calculation purposes.

23.4.2. Variation in Document Pricing. The number of requests can vary for the same Template. For instance, a simple version of a contract may require fewer inputs, costing less to generate. Partial generation of a Document will result in partial charges.

23.4.3. Document Pricing Table. Licensor Templates and third-party Templates distributed under Third-Party Licenses follow pricing tables displayed within the System. Document prices may vary across packages and may also be listed on the Licensor’s website or commercial proposals. These tables may be adjusted in the future according to the Licensor’s pricing policies.

23.4.4. Machine-to-Machine Usage. Plans offering unlimited use assume some human interaction in most document creation and execution processes. If machine-to-machine usage dominates, the Licensor may lower call priorities and temporarily limit document generation speeds (e.g., to 10 documents per minute). Continued excessive machine-to-machine usage may require renegotiating subscription fees. Locally processed services via the on-premises Looplex Platform Appliance will not experience reduced speeds, provided the Licensee maintains adequate computational resources.

23.5. Subscription for SDK Use and Template/Component Creation. The SDK license subscription will be a fixed periodic fee. However, the Licensor may impose charges, albeit reduced, for document generation in the Licensee’s testing environment or for the submission of Templates and Lawtex Components for distribution or private use when usage exceeds a set threshold.

23.6. Subscription for API and Intelligent Actions. The Licensee will pay for API and Intelligent Action usage within the System proportionally, based on the number of operations performed or as a fixed periodic subscription fee.

23.6.1. Effective Usage and Operation Calculation. API and Intelligent Action operations are priced separately, as each has specific costs (e.g., email delivery versus accessing postal database information via API).

23.6.2. Variation in Operation Pricing. The cost of operations may vary depending on the specific demands and data exchanged within the same API.

23.6.3. Bundles of Operations. Different API or Intelligent Action operations may be combined into a single fixed or volume-based billing package. Usage limits may vary between APIs within the same bundle.

23.7. Subscription for Looplex Inside. The Licensee may pay for Looplex Inside licensing proportionally, based on usage volume, operations performed, or a fixed periodic subscription fee.

23.8. Subscription for Access to BI Views. The Licensee will pay for BI Views access based on the number of available Views, a global plan for multiple Views, or an unlimited access fee.

23.9. Storage Subscription. The storage limit is 5GB per Licensee account. Additional storage or excessive data traffic (e.g., large file uploads/downloads) will incur extra charges. Marketplace customers may have a reduced limit of 100MB, with generated documents subject to deletion after 30 days at Looplex’s discretion.

23.10. Pricing for Special Services. Special Services are priced separately, as outlined in specific commercial proposals and are distinct from other Subscriptions. The Licensor reserves the right to change Special Service pricing at any time.

23.11. New Services. The Licensor may introduce charges for currently free services or new System services in the future. Any such changes will be reflected in an amended Agreement. Charges will only apply to future use, never retroactively. The Licensee may choose whether to contract these new services.

23.12. Contracting Additional Services. Additional services may be contracted via the System interface, the Licensor’s website, email, phone, or in person. The Licensee must internally designate Users authorized to contract services or initiate document production or review using various Templates. Service contracts will be confirmed by email or System messages.

23.13. Non-Abusive Use of Unlimited Services. Plans offering unlimited use are subject to reasonable usage. Excessive or abusive usage may include: (a) API or Intelligent Action automations that generate excessive computational demand or costs exceeding subscription fees; (b) Using the System to generate or edit non-legal documents excessively; (c) Machine-to-machine usage resulting in document generation exceeding the output capacity of a large legal department.

The Licensor may suspend, restrict, or terminate services if abuse is determined.

23.14. Payment Delays. In the event of delayed payments, a late fee of 2% plus interest of 1% per month (pro rata) will be applied.

23.15. Price Adjustment. Recurring subscription prices will be annually adjusted based on the IGP-M or, if unavailable, the INPC index.

23.16. Service Suspension. If payment delays exceed 15 days, the Licensor may suspend System access. If delays exceed 30 days, the Licensor may pursue legal action for the total remaining contractual amount.

24. TERM AND TERMINATION

24.1. Term. This Agreement shall remain in effect for 12 months from the date of its signing and may be terminated by either Party, with just cause and without prior notice, in the event of any of the following: (a) failure to pay any amounts due for Subscriptions, Special Services, or any other fees owed to the Licensor for services rendered; (b) if either Party fails to comply with any clauses or conditions of this Agreement and does not remedy such failure within fifteen (15) days of receiving written notification from the other Party; or (c) in the event of force majeure or unforeseen circumstances.

24.1.1. Different Terms of Duration. The Licensee may offer plans and contracting terms with different durations, such as 24 months.

24.2. Automatic Renewal. If neither Party expresses the intention to terminate the Agreement within 30 (thirty) days before the expiration of its term, it will be automatically renewed for successive terms of the same duration.

24.3. Data Return in Case of Termination. In the event of termination of this Agreement for any reason, the Licensor will return to the Licensee all database content held, upon request and authorization from the Licensee for data extraction. Generated Documents will be delivered, but not those in progress, pending signature, or with equivalent pending actions in the System that prevent their complete extraction.

24.4. Termination at Any Time. Notwithstanding the provisions above, this Agreement may also be terminated at any time by either Party, upon written notice to the other Party with 30 (thirty) days’ notice, provided full payment is made for services rendered and/or invoiced up to the end of the notice period, along with a penalty of half the remaining installments for the term of the Agreement in the case of Subscription or recurring monthly services. In cases of reduced licenses or recurring Subscriptions during the Agreement term without full termination, the penalty will be calculated proportionally to the number of licenses or the portion of the Subscription canceled. The Licensor may offer “monthly” plans without annual commitments, in which case the penalty under this clause will not apply in the event of cancellation or reduction, subject only to the 30-day notice requirement.

24.5. Suspension for Violations. Any violation of the policies or provisions of this Agreement may result in the immediate and automatic suspension of services and System access. If the violation persists after suspension and notification for remediation, this Agreement may also be terminated at any time.

24.6. System Revisions. The Licensor may revise the System, its functionalities, and service levels (SLA) at any time, including removing features or reducing service levels. If any such revisions materially impact the functionalities, quality, or quantity of expected and contracted services, the Licensee may terminate the License within 30 (thirty) days of the revision that caused the removal or reduction, without incurring any penalties, but with payment of all utilized services and Subscriptions due up to the date of termination notification.

24.7. Survival of Certain Provisions. The Parties acknowledge that rights and obligations related to System ownership, usage licenses and their limitations, non-competition, confidentiality, non-solicitation, and other general provisions (Clause 26) shall survive termination or cancellation of this Agreement for any reason.

Specific Terms of Use for Other Services

25. SPECIFIC TERMS OF USE FOR OTHER SERVICES

25.1. Specific Terms for Services. The Terms of Use generally apply to all Services provided by the System and Looplex. This section refers to specific terms for services that go beyond the general terms of these Terms of Use. These specific terms will prevail in the event of any conflict with the general terms of these Terms of Use.

ANNEXES

THEME	WHAT IT DEALS WITH
Privacy	Privacy Policy, Data Collection and Auditing
Store	Store Terms of Use for customers and consumers of digital content, with rules for accessing services with or without a corporate account
Participation in the Services Marketplace	Access rules, such as Requester or Worker, to the Looplex Service Marketplace
Open Innovation Program	Rules for licensing students of Looplex Academy and similar academic programs, Third Sector, Public Authorities and Startups
Developer Agreement	Terms and conditions for independent developers and legal engineers who want to distribute Lawtex Applications, Templates or Lawtex Components of legal logic in the Store (within the System, in the Looplex Marketplace or in third-party stores)
Partnership for Sales Intermediation	Rules for people and companies that habitually indicate the hiring of Looplex or its partners for a commission
Educational Partnership	Rules for partners who use the System, Documentation, materials produced for and by the Lawtex Community to create and provide educational services of courses, workshops, lectures or any other format

Confidentiality, Availability and Miscellaneous

26. CONFIDENTIALITY

26.1. Confidentiality of Confidential Information. The Licensor may receive Confidential Information from the Licensee related to information, cases, and/or client business. The Licensor agrees that all Confidential Information from the Licensee will be kept strictly confidential and will not be disclosed to third parties without the Licensee’s express consent. This confidentiality obligation shall remain indefinitely, even after the termination of this Agreement.

26.2. Definition of Confidential Information. Confidential Information shall include all written or verbal information that: (i) is protected by the attorney-client privilege; (ii) pertains to documents, clients, or cases handled by involved attorneys; and (iii) relates to the financial situation and operations of the Licensee.

26.3. Exceptions to confidentiality. The confidentiality obligation described here does not apply to any information that: (i) is or becomes publicly accessible without a breach of the confidentiality obligations established in this Agreement; (ii) is authorized for disclosure by the original and legitimate owner of the information; (iii) has been validly obtained from third parties; (iv) was already known to the Licensor before being disclosed by the Licensee; and/or
(v) the Licensor is compelled to disclose by Law. In this last case, the Licensor must immediately notify the Licensee to allow the Licensee the opportunity to oppose the disclosure. If the Licensee’s opposition is not accepted, the Licensor may only disclose the information to the extent required by Law.

27. AVAILABILITY AND TECHNICAL VALIDITY

27.1. System updates. From time to time, the Licensor may automatically update one or more components of the System. These updates are designed to improve, enhance, and further develop the System and may take any form, including but not limited to bug fixes, enhanced functionalities, new software modules, and completely new versions. The User agrees to receive such updates (and allows the Licensor to deliver these updates) as part of the use of the System.

27.2. System Levels. The Licensor shall make reasonable efforts consistent with current industry standards to provide the System in a manner that minimizes errors and interruptions, with at least 99.5% availability, excluding time for scheduled maintenance, unscheduled emergency maintenance by the Licensor or third-party providers, or other causes beyond the Licensor’s reasonable control. The Licensor shall make reasonable efforts to provide advance written or email notice to the User of any scheduled service interruptions. Additionally, the services provided will comply in all respects with the System Levels (“System Levels”).

27.2.1. Monthly System Availability. The Licensor will strive to make the System accessible and operational 24 hours a day, seven days a week. The User understands that the System may occasionally be unavailable or inaccessible; however, the Licensor will maintain or exceed a monthly availability of at least 99.5% (“Monthly Availability”).

27.2.2. Minimizing downtime. The Licensor will make every effort to minimize any interruptions, inaccessibility, and/or inoperability of the System during both scheduled and unscheduled downtime periods.

27.2.3. Notification of unscheduled downtime. The Licensor must notify the User within one hour of an unscheduled downtime occurrence expected to last more than 60 (sixty) minutes.

27.2.4. Routine updates and scheduled downtime. The Licensor will make reasonable efforts to schedule routine maintenance, service repairs, and updates each week from 8:00 AM Saturday to 8:00 PM Sunday (Brasília time). The total scheduled downtime must not exceed eight hours per month. The Licensor must notify the User of the planned scheduled downtime at least 72 (seventy-two) hours in advance. The Licensor reserves the right to change the scheduled downtime period by notifying the User at least 72 (seventy-two) hours in advance. The Licensor will strive to schedule maintenance, service repairs, and updates during periods of low System usage (typically nights, weekends, holidays, and extended breaks).

27.2.5. System service interruptions. If an interruption occurs that prevents the transmission, upload of User information to the server, or download from the server to Users, the interruption must not exceed 60 (sixty) minutes. If the interruption lasts longer than 60 (sixty) minutes, a discount will be applied to the Licensee’s monthly fee, calculated as follows:

Vd = VL×5N/720

Vd = Discount value VL = Subscription fee for generating Documents or Views for the respective month N = Number of 60-minute units

27.2.6. Non-liability of the Licensor. The discount granted for interruptions exceeding 60 (sixty) minutes does not apply, and the Licensor cannot be held liable, if the interruption results from: (i) power, equipment, services, or systems failures not provided by the Licensor or its subcontractors (including the Licensor’s hosting facilities); (ii) interruptions, deficiencies, degradations, or service delays due to the User’s inability to access the internet; and (iii) misconduct and/or delays caused by the User and/or events of force majeure.

27.3. Data storage duration. The System is not a dedicated storage service and retains operational data only for the time necessary for its generation, negotiation, editing, and Execution. The Licensor may periodically delete attachments older than 180 days, outdated versions of Templates and Lawtex Components (object code), and the database structure (graph) of old Documents and Views. The Document or View and its structured export data will remain available for download, but the graph structure may be deleted to free up database space for new Documents and Views.

27.4. Technical validity of the System. As the license provides access to a set of computer programs and associated services offered online, Users will always have access to the latest version of the System. If any part of the System is offered via downloadable software, the technical validity of each version of such software will be 90 (ninety) days.

27.5. Licensee’s domain. Before or after the effective date of this Agreement, the Licensor may verify whether the Licensee owns the internet domains provided for creating their specific domain for System use. If the Licensee does not own or control their domain, the Licensor may suspend the provision of services.

28. GENERAL PROVISIONS

28.1. Offering of Third-Party Services. The System may include offerings of services provided by third parties, unrelated to Templates and Lawtex Components. These services may relate to the context of creating a Document, such as the offering of a notary service to register a company whose articles of incorporation are being created, whether or not integrated via Intelligent Actions (“Third-Party Service”). The Licensor is not the provider of these advertised services. The System functions as an online platform that provides space within the context of Document creation for service providers to offer their services directly, allowing the Licensee and its Users to choose to contract these services directly with the third-party provider. THE LICENSOR DOES NOT GUARANTEE THE SUITABILITY OR FUNCTIONALITY OF THIRD-PARTY SERVICES, EVEN IF THEY ARE DESIGNATED AS “CERTIFIED” OR “VALIDATED” BY THE LICENSOR. YOU AUTHORIZE THE TRANSFER OF SPECIFIC DOCUMENT DATA ONLY WHEN YOU CLICK OR INDICATE THAT YOU WISH TO CONTRACT A THIRD-PARTY SERVICE, FOR INSTANCE, BY USING AN INTELLIGENT ACTION THAT CONNECTS TO THE SERVICE. THERE IS NO REQUIREMENT TO CONTRACT ANY THIRD-PARTY SERVICE.

28.2. Communications. The Licensor may send communications to the Licensee’s Users in connection with the use of the System, API, and any associated service.

28.3. No joint venture. The Licensee is responsible for the labor, social security, tax, and commercial obligations of its employees. For all legal and contractual purposes, there is no employment relationship between the employees of one Party and the other Party.

28.4. Non-recruitment. The Parties agree not to employ individuals who were employees, consultants, or partners of the other Party or its subcontractors and who participated in work related to this Agreement or Special Services, for at least two (2) years after their departure from the Party or its subcontractors, unless there is written consent from the other Party.

28.5. Specific performance. Compliance with any obligations provided for in this Agreement may also be the subject of specific performance by the creditor of the obligation.

28.6. THE SYSTEM DOES NOT REPLACE USER DILIGENCE. THE SYSTEM IS A TOOL FOR ACCELERATED TEXT PRODUCTION, DATA STRUCTURING, AND EXECUTION OF INTELLIGENT ACTIONS, INTENDED TO STREAMLINE THE DRAFTING AND ANALYSIS OF DOCUMENTS BY AUTOMATING LOGICS, TEXT BLOCKS, OR PREDEFINED PATTERNS. HOWEVER, THIS DOES NOT EXEMPT THE USER FROM VALIDATING, ADAPTING, AND REFINING THE CONTENT, ASSOCIATED INTELLIGENT ACTIONS, TEXT, AND RESULTS FOR THEIR CONTEXTS AND INTENDED PURPOSES. THE LICENSOR DOES NOT PROVIDE LEGAL SERVICES. IF YOU ARE NOT A LAWYER, YOU MAY NOT USE OUR PRODUCT TO PRACTICE LAW.

28.7. LIMITATION OF LIABILITY. (A) THE LICENSOR IS NOT RESPONSIBLE FOR THE SYSTEM’S SUITABILITY FOR THE LICENSEE’S SPECIFIC OR COMMERCIAL OBJECTIVES, FOR THE CONTENT GENERATED BY IT, OR FOR HOW USERS UTILIZE THE INFORMATION IT GENERATES. (B) TEMPLATES, LAWTEX COMPONENTS, API, SYSTEM SERVICES, AND THIRD-PARTY SERVICES ARE ONLY TOOLS OF ASSISTANCE AND ARE GENERIC IN NATURE. THEY MAY NOT SUFFICE OR BE CORRECT FOR A SPECIFIC DISPUTE, CONSULTATION, OR CONTRACTUAL NEGOTIATION. THEY DO NOT REPLACE THE REVIEW AND ANALYSIS OF A LAWYER OR EXPERT IN THE SPECIFIC AREA OF CONTENT BEING GENERATED. (C) EVEN IF SOME TEMPLATES OR OTHER SYSTEM SERVICES INCLUDE PARAMETRIZATION OF JUDICIAL PROCEDURES, FORUMS, REGULATORY AGENCIES, AND RESPECTIVE PROCEDURES, USERS SHOULD NOT RELY ON THIS INFORMATION TO DETERMINE APPLICABLE PROCEDURES, APPEALS, OR INCIDENTS IN THEIR CASES. (D) THE LICENSOR IS NOT LIABLE FOR DIRECT OR INDIRECT DAMAGES CAUSED BY SYSTEM ERRORS, FAULTY TEMPLATES, THIRD-PARTY TEMPLATES, OR ANALYTICAL AND ARTIFICIAL INTELLIGENCE AGENTS THAT PROVIDE INCORRECT, INCONSISTENT, OR INCOHERENT SUGGESTIONS. (E) THE LICENSEE IS NOT RELIEVED OF ROUTINE BACKUPS OR MAINTAINING READINESS TO OPERATE WITHOUT THE SYSTEM FOR A LIMITED PERIOD. THE LICENSOR IS NOT LIABLE FOR DEADLINES MISSED DUE TO SYSTEM UNAVAILABILITY OR TECHNICAL ERRORS.

28.8. DISCLAIMER OF WARRANTY. THE LICENSOR PROVIDES NO WARRANTY FOR SYSTEM SERVICES IN THE FOLLOWING CASES: (A) SYSTEM FUNCTIONALITIES OR TEMPLATES AND LAWTEX COMPONENTS LICENSED ARE MODIFIED BY ANYONE OTHER THAN THE LICENSOR, EXCEPT FOR PRIVATE OR DISTRIBUTED TEMPLATES AND COMPONENTS; (B) USE OF ANY SYSTEM FUNCTIONALITY CONTRARY TO INSTRUCTIONS OR MANUALS; (C) HARDWARE OR SOFTWARE ISSUES NOT PROVIDED BY THE LICENSOR, INCLUDING INTERNET BROWSERS; (D) PROBLEMS OR ERRORS IN TEMPLATES AND LAWTEX COMPONENTS NOT CREATED AND PROVIDED BY THE LICENSOR.

28.9. Penalty clause and damages. Except where expressly provided in this Agreement, in any other case, the Party that breaches any contractual provision will be subject to a compensatory penalty equivalent to the value of the last four (4) months of Subscriptions. In the event of a breach of clauses 4.1, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.12, 4.13, 5.4, 6.6, 6.7, 6.9, 8.4, 9.1, 9.4, 10.4, 10.6.1, 11.4, 11.5, 11.6, 11.7, 11.9, 13.4, 13.6, 14.4, 14.5, 14.7, 15.1, 15.2, 20.1, 20.3, and 20.4, the penalty may be increased with supplemental compensation for damages.

28.10. Damages: extension of the License to infringing content. If the Licensee or its Users copy, reproduce, translate, decompose, recompose, or derive any functionality, code (source or object), or structure of the System, its Templates, and Lawtex Components, all programs using such code and/or violating the copyrights under this License will be deemed violators of this Agreement and the Licensor’s rights.

28.10.1. Unfair competition and contamination of infringing programs. Any program improperly using object code from this License (either through direct reproduction of the code, translation, decomposition, recomposition, or derivation) will be deemed as a whole to violate the License and this Agreement, even if only part of the infringing program was created using the code from this License.

28.10.2. Compensation from revenues of contaminated infringing programs. Without prejudice to supplemental damages provided under clause 26.9, as compensation for License violation, the Licensor may claim indemnification equivalent to all profits and revenues from the distribution and licensing of the infringing program, including revenues from sublicensing. If the distribution or licensing of the infringing program is free of charge, damages will be calculated based on the revenues that the Licensor could have earned from licensing the infringing program.

28.10.3. Right to cease distribution of infringing programs. Without prejudice to the right to damages for License violations, the Licensor may also compel the removal and cancellation of all associated licenses for the infringing program, even if the license is free. The author will not retain any rights to the license of the infringing program’s code.

28.11. Penalty clause in case of invalidity of the liability limitation. Even though the Licensor is not liable for damages, lost profits, or losses resulting from the System’s operation as provided in clauses 7.8, 8.6, 9.9, 11.11, 12.6, 13.8, 26.7, and 26.8, in the event of a dispute alleging invalidity or inapplicability of the above liability limitations, the Licensor’s civil liability will be limited to the value of the last four (4) months of Subscriptions in any circumstance.

28.12. Novation, waiver, and invalidity of clauses. The Parties acknowledge that: (i) the failure or delay by either Party to exercise any right under this Agreement or by law does not constitute novation or waiver of such a right and does not prejudice its future exercise; (ii) any waiver of these rights by either Party will only be valid if formalized in writing; and (iii) the nullity or invalidity of any contractual clause does not affect the validity and effectiveness of the remaining clauses or the Agreement itself.

28.13. Independence of provisions. Any declaration of nullity or ineffectiveness of any provisions in this Agreement by a competent Government Authority does not affect the validity and effectiveness of the remaining provisions, which will continue to be fully complied with. The Parties agree to make every effort to adjust the Agreement validly to achieve the same effects as the provision that has been nullified or rendered ineffective.

28.14. Entire Agreement and assignment of rights. This Agreement constitutes the sole and entire agreement between the Parties regarding its subject matter. The Licensee may not assign or transfer the rights and obligations under this Agreement without the prior express consent of the Licensor. However, the Licensor may assign or transfer its rights and obligations arising from this Agreement, provided such assignment or transfer does not impair the Licensee’s use of the System or the provision of Special Services as originally contracted.

28.15. Dispute resolution. The Parties agree to submit to the jurisdiction of the courts of São Paulo, Brazil, waiving any other jurisdiction, no matter how privileged, to resolve disputes arising from this Agreement.

28.16. Amendments to this Agreement. The Licensor may propose changes to this Agreement from time to time. If changes are made, the Licensor will inform the Licensee and send an email or request approval during login to the System for the revised terms. If the changes are significant or could materially impact the Licensee, and the Licensee does not agree with the changes, the Licensee must notify the Licensor by email (contato@looplex.com.br) or through the Help service within the System (if available) within 20 (twenty) days of acceptance of the revised terms of use and privacy policy. If the Licensee provides such notice, they will remain governed by the immediately preceding unaltered version of the Agreement until its expiration. If the License and services are renewed for a new term, they will necessarily be renewed under the terms of the current version of the Agreement applicable to other licensees at the time of renewal.