Lawsoft - Terms of Use and License
PLEASE READ THIS AGREEMENT CONTAINING THE TERMS OF USE AND LICENSING FOR THE LAW OFFICE SOFTWARE LEGAL SYSTEM® CAREFULLY. BY CLICKING “I ACCEPT AND AGREE,” YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This instrument constitutes a license agreement (“Agreement”) between LAWSOFT S.A., headquartered at Rua da Consolação, 2302 - 1st floor, in the city of São Paulo, State of São Paulo, ZIP Code 01302-001, registered with the CNPJ under nº 07.295.329/0001-76 (“Licensor” or “we”), and any individual or entity contracting the System for themselves and their eventual Users and adhering to this Agreement, either personally or through their legal representative (“Licensee” or “you”). All rules for the use of the System by the Licensee and its Users are governed by this Agreement, including the use of the System by third parties linked to the Licensee (Licensor and Licensee are also referred to individually as a “Party” and collectively as “Parties,” and, whenever the context requires, “Licensee” shall include the Users associated with it).
As a condition to access and use the System and any of its services or constituent parts, including publication and progress tracking, Law Office Mobile, client access site, integration add-ins with Microsoft Outlook®, Word®, and Excel®, pre-built integration connectors, API integration with other Licensee Applications, and others, you must accept this Agreement. IF YOU DO NOT WANT OR CANNOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE THE SYSTEM, ITS SERVICES, OR RELATED DOCUMENTATION IN ANY WAY. TO ACCEPT THIS AGREEMENT, SELECT THE OPTION AND CLICK THE BOX OR BUTTON DISPLAYED AT THE END OF THIS AGREEMENT ON YOUR SCREEN UNDER THE INDICATION “I ACCEPT AND AGREE TO THE AGREEMENT AND ITS TERMS” OR SIMILAR TEXT. BY DOING SO, YOU AGREE TO THIS AGREEMENT ON YOUR OWN BEHALF AND, AS APPLICABLE, ALSO ON BEHALF OF THE INDIVIDUAL OR ENTITY LISTED AS THE LICENSEE.
1. Definitions
1.1. The bolded terms have the following meanings:
API – means “Application Programming Interface” and is a set of routines, protocols, and input/output tools that allow other computer programs or cloud services to interact with the System.
Licensee Application – means any computer program developed or used by the Licensee (except for the System itself) that can interact with the System via web services or the API.
Government Authority – means 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.
Subscriptions – are the fees that 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 13..
Connectors – automatic integration connectors with certain Licensee Applications.
Customization – refers to the development of new functionalities or modifications to existing ones in the System, created upon the Licensee’s request and subject to a specific customization proposal.
Agreement – refers to this agreement, which contains the rules for using the System license and all related applications and services, including publication and progress tracking, Law Office Mobile, client access site, integration add-in with Microsoft Outlook®, Microsoft Word®, and Microsoft Excel®, integration connector with Looplex, integration connector with GED (electronic document management systems), decision support systems, integration connector with accounting, API integration with other systems and Licensee Applications, retrieval of process records, electronic filing, and others.
Authorized Developers – refers to the Licensee and its employees, representatives, service providers, or third-party programmers who access the SDK to develop new interfaces or integrations with Licensee Applications via API.
Feedback – refers to all suggestions, comments, observations, solution proposals, and responses from Users regarding the System, including issues related to its usability, problems, or functional improvements.
Hosting – refers to the services of hosting the System on a physical or virtualized server, managed by the Licensor in a data center, as specified in clause 13..
Confidential Information – has the meaning indicated in clause 15.2..
Law – means the legal system, laws, regulations, rules, decrees, resolutions, directives, and other components of the legal framework of a given jurisdiction and its subdivisions or any Order issued by a Government Authority.
License – refers to the license to use the System, including all services and features associated with the System, or services that may be licensed in the future in connection with the System, as defined in clauses 4.1 and 4.2..
Third-Party License – has the meaning indicated in clause 4.3..
Trial License – has the meaning indicated in clause 5.1..
Migration – refers to the transfer or import of the Licensee’s existing database into the System’s database, originating from another software’s database and/or spreadsheets. Migration may be “express,” as defined in clause 11.3..
Order – refers to orders, judgments, arbitral awards, decisions of any nature in judicial, administrative, arbitral, or regulatory contexts, agreements, approvals, citations, or notices delivered, issued, or registered by any Government Authority.
Parties – refers to the Licensor and the Licensee collectively. In singular form, the term “Party” refers to any one of the Parties individually.
Usage Policy – refers to the conditions and policies established by the Licensor for exercising the right to use the System by the Licensee and its Users, as described in clause 9..
Commercial Proposal – refers to the proposal containing the commercial terms and additional information about contracting the System and/or Special Services.
Special Services – refers to the implementation, training, Migration, customization, and onsite support services specified in clause 11..
System – has the meaning given in clause 3.2..
Support – refers to helpdesk services and clarification of doubts regarding the use of the System, as defined in clause 12.
Token – has the meaning given in clause 8.2..
Update – refers to all System updates involving corrections, improvements, or changes to available functionalities, without altering the current version of the System.
Upgrade – refers to System updates or modifications that involve a structural change to the database or conceptual functionalities or a substantial increase in available functionalities, with the release of a new System version.
Users – refers to natural persons associated with the Licensee who access the System, such as partners, employees, representatives, service providers, contractors, and clients.
2. Interpretation
2.1. Definitions. The capitalized terms contained in this Agreement shall have the meanings assigned to them in clause 1 or in the clauses where such terms are defined in quotation marks and underlined.
2.2. Interpretation. The titles and headings in this Agreement are for reference purposes only and shall not limit or affect the meaning attributed to the clause they reference. The terms “including,” “such as,” “particularly,” and similar terms shall be interpreted as if accompanied by the phrase “for example.” Whenever required by the context, the definitions contained in this Agreement shall apply both in the singular and plural forms, and masculine pronouns shall include the feminine and vice versa.
2.3. References. References in this Agreement to “preamble,” “items,” “clauses,” and “attachments” refer to the preamble, items, clauses, and attachments of this Agreement, unless otherwise specified herein.
2.4. Attachments. The attachments to this Agreement are an integral part of it for all purposes.
3. Object
3.1. Object of the Agreement. The license granted under this Agreement refers to the usage rights for one or more computer programs and their ancillary services comprising the System. Thus, in this Agreement, reference to a License refers collectively to all such licenses, except where the context requires the term “License” to apply specifically to a particular usage license for a program or ancillary service. The restrictions in clause 4 apply to all Licenses under this Agreement. This Agreement also sets forth the terms and conditions for the provision of Special Services by the Licensor.
3.2. What is the System.
The Licensor is the rightful owner of a set of computer programs and related services, for remote use and access by the Licensee in the form available at the time of each access, whether through a “client” application or via browser access (“System”). The System is a productivity tool for law firms and legal departments to manage judicial, administrative, or consultative cases, control deadlines and task distribution, manage administrative tasks, finance, treasury, and intelligence centers. Future functionalities and services that may be added, removed, or modified in updates, APIs, and digital services or third-party software provided by the Licensor as part of the same platform are also considered part of the System.
3.3. Special Services. If the Licensee has contracted or will contract Special Services from the Licensor in the future, they will be subject to the rules and conditions set forth in clause 11, as well as all other applicable clauses and conditions of this Agreement.
4. License and System Use
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 term specified in clause 14.1, upon payment of one or more periodic Subscriptions or a one-time service fee, as applicable (“License”).
4.2. Which Licenses Are Part of the License.
The License includes the right to use the System on desktops, tablets, and smartphones, the license for testing purposes (clause 5), monitoring of publications and case progress (clause 6), automatic integration connectors with certain Licensee Applications, including Microsoft Outlook® and other Microsoft Office® suite programs (clause 7), and the use of APIs (clause 8). Each specific license may include modifications to the general rules outlined in this clause 4, such as exclusivity, limitations, temporality, or transferability. These modifications apply only to the specific license addressed and shall not be interpreted to confer any additional rights beyond those expressly stated in the respective license. Unless explicitly modified, the rules in this clause 4 and the general terms of this Agreement apply to all licenses.
4.3. Third-Party Licensing. Through the System, the Licensee may access third-party programs and copyrights related to other programs and methods associated with using the System, either through Connectors or via API integration with other Licensee Applications (“Third-Party License”). To the extent they interact with the System, Third-Party Licenses are subject to this Agreement, including the restrictions and exceptions in this clause 4, the Usage Policy (clause 9), the Privacy Policy (clause 10), and the liability limitations (clause 17.6).
4.4. Third-Party Components. In addition to Third-Party Licenses, the System may include third-party components, programs, or services governed by other licensing agreements. Even if such third-party components, programs, or services are governed by other licensing agreements, the disclaimers, limitations, and/or exclusions of liability from this Agreement, the Usage Policy, and this clause 4 also apply in the context of their licensing.
4.5. Documentation. All documentation accompanying the System, whether printed or digital, regarding its specifications and operation, manuals, guides, tutorials, training programs, certifications, and others (“Documentation”), is for the exclusive use of the Licensee and may not be disclosed, reproduced, or shared with third parties during or after the term of this Agreement.
4.6. Protection of System Copyrights.
The Licensee (a) may not reproduce, translate, decompose, recompose, derive, alter, or use reverse engineering techniques on the functionalities, code, and structure of the System; (b) may not reproduce, decompose, recompose, or derive the appearance, usability patterns, and interaction standards (trade dress) of the System; or (c) attempt to violate this Agreement, the copyrights of the System, or the programs and services provided by the Licensor or third parties through the System. Any attempt to violate copyrights, programs, or services under this Agreement will result in the immediate suspension and cancellation of any rights the Licensee and its Users have to the License, without prejudice to the damages stipulated in clauses 17.7 and 17.8.
4.7. Integrations and Interoperability - API. The Licensee may not incorporate or integrate its functionalities with other systems without prior authorization from the Licensor, except for API integrations to enable System interoperability with other computer programs under clause 8.
4.8. Usage Limitations. The Licensee may not rent, resell, sublicense, lease, lend, share, or transfer the License or associated services to third parties. The Licensee must comply with the Usage Policy established by the Licensor and ensure that its associated Users also comply.
4.9. License Transfer. The License of a corporate entity Licensee may only be transferred to another corporate entity under the following circumstances: (i) merger, incorporation, or split resulting in the dissolution of the original Licensee’s legal entity, with the License remaining with only one of the involved entities; or (ii) transfer to third parties with prior written approval from the Licensor. Partial transfers or License splits are not permitted. If a License is initiated in the name of an individual due to the pending creation of a corporate entity, the Licensee may transfer the License to the future entity within 120 days. All rights and obligations under this Agreement must also be transferred in the event of a License transfer.
4.10. The System Is Licensed, Not Sold.
The License grants access and usage rights to the System. The Licensee does not acquire ownership or any other rights over the programs that run the System services beyond those expressly stipulated in this Agreement. This Agreement does not confer rights of any nature over patents, intellectual property, copyrights, know-how, trademarks, or services of the Licensor beyond the Licenses established herein.
4.11. License Is for Commercial Use Only.
This License is intended for the use of computer programs for the commercial use of law firms, corporate legal departments, lawyers, and other professionals in a professional activity and/or to support a commercial transaction. It is not intended for consumer use in non-commercial activities.
4.12. User-Based License. The System Licenses are “per User.” Each additional person using the System must have their own User and an additional System License. The Licensee must provide the full name and contact information required for each User and keep this information updated. All Users must accept this Agreement and be jointly and severally liable with the Licensee for all obligations.
4.13. Assisting Third-Party Violators of the Agreement. The Licensee shall not allow any third party to violate any obligations under this Agreement, directly or indirectly, nor engage in such violations or assist any third party in doing so.
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 limited time, free of charge, at a reduced Subscription price, through “credits,” or a combination thereof to use the System or any service offered within it (“Trial License”). The offer of a Trial License may be revoked or modified at any time by the Licensor through a simple removal of the option from its website and/or by blocking the Licensee’s access to the services associated with the Trial License. The Trial License is subject to the same conditions, limitations, and rules as paid Licenses, except as explicitly indicated in clauses 5.3, 5.4, and 5.5.
5.2. Credits Have No Value Outside the Trial.
The monetary expression of any credit offered is solely for reference in using System services. It is not actual monetary credit, is not refundable, 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 when used under a Trial License. If System issues occur, the Licensor is only obligated to attempt to resolve issues for clients paying for the Subscription of the affected service.
5.4. Trial License Fraud. The Licensee agrees: (a) not to use other emails, CPF/CNPJ numbers, or other forms of identification to fraudulently extend the System usage beyond the Trial License period or to obtain credits exceeding the promotional offer by the Licensor; (b) not to alter System content or use techniques to extend its use beyond the Trial Period; (c) to use the Trial License solely for evaluating and testing the System to decide whether to subscribe to its associated services.
5.5. End of Trial License. Upon the Trial License expiration, the Licensee may subscribe to one or more System services or will no longer have access to the System or parts of it utilized under the Trial License. After the Trial License period, if it is not converted into a paid License, the Licensee’s data associated with the Trial License services may be deleted by the Licensor.
5.6. System Activation.
Some System functionalities offered to the Licensee may require activation, a process in which the Licensor enables the new functionality, or the Licensee’s Users enter an activation code directly into the System or click a specially created temporary URL. Activation may mark the start of Subscription billing for the License or associated service. The activation code may also enable specific credits or discounted License pricing for a specified period or the entire License duration (promotional code).
6. Monitoring of Publications and Progress
6.1. Services for Monitoring Publications and Progress.
The Licensor may offer, as a proprietary solution or integrated with third-party services, features for (a) reading, identifying, and forwarding publications and notifications in official gazettes and sections of Official Journals; (b) reading, identifying, and forwarding progress updates from court websites; (c) reading and downloading electronic case files directly from court websites; (d) auto-filling case forms based on available information from court websites; and (e) electronic filing for specific court websites and judicial systems.
6.2. Service Availability and Updates to Gazette, Site, and System Lists.
The lists of official gazettes, court websites, and judicial systems accessible for each service, if available, will be in the System and may be updated or revised at any time without prior notice. The availability of these services may also be initiated or discontinued at any time.
6.3. Contracting the Monitoring Service.
Contracting the monitoring service may be done through a registration interface in the System, which will indicate estimated Subscription costs or individual charges for each unitary service consumed.
6.4. Delivery Time for Publications.
Publications will be electronically delivered to the System on the day they are made available or by the following day.
6.5. Registering Publication Terms.
The reading and selection of publications in Official Journals and Dje’s are based on selected search terms (e.g., lawyer names, free terms, others). The System may automatically register variations of the entered term according to a mathematical formula seeking phonetic or spelling variations, ensuring even incorrectly spelled publications are delivered, though no guarantee covers all variations. Alternatively, other methods for identifying publications with misspelled terms may be used.
6.6. Registering Case Progress Terms.
The reading and selection of case progress updates, or other services such as auto-filling, electronic filing, or obtaining case files, will be based on the judicial case number (CNJ number) or administrative case number.
6.7. Responsibility for Registering with the System.
The Licensee is responsible for registering, auditing, reviewing, and maintaining their System registration. In case of changes to search terms or case numbers, the Licensee must update them in the interface. The Licensee is also responsible for auditing, verifying, and maintaining all case or process records, whether filled in manually or via the auto-fill suggestion service.
6.8. Delays in Delivering Publications and Progress Updates.
The Licensor will make every effort to deliver publications and progress updates to the Licensee’s Users as soon as possible. However, delays may occur due to non-availability of Official Journals, electronic processing issues with Dje’s, court website issues or changes, problems with judicial systems or modifications to such systems, or other circumstances beyond the Licensor’s control.
6.9. What Is Delivered – Publications.
PUBLICATIONS ARE FORWARDED BY THE LICENSOR EXACTLY AS THEY WERE SENT BY THE UNION’S PRESS, STATE OFFICIAL JOURNALS, AND ELECTRONIC JUDICIAL JOURNALS, WITHOUT HUMAN INTERVENTION OR AUDIT, AND THE LICENSOR IS NOT RESPONSIBLE FOR SPELLING ERRORS, CAPTURE FAILURES, OR THE ABSENCE OF SUCH PUBLICATIONS IN OFFICIAL JOURNALS.
6.10. What Is Delivered – Progress Updates.
PROGRESS UPDATES ARE FORWARDED BY THE LICENSOR EXACTLY AS THEY WERE CAPTURED FROM COURT WEBSITES OR SYSTEMS, WITHOUT HUMAN INTERVENTION OR AUDIT. THE LICENSOR IS NOT RESPONSIBLE FOR SPELLING ERRORS, ABSENCES IN COURT SITES, CAPTURE FAILURES, OR ERRORS IN JUDICIAL SITES AND SYSTEMS.
6.11. Homonyms in Publications.
The Licensee’s Users may receive publications in their name belonging to homonyms or similar cases. Non-homonymous or non-similar cases may be reported to the Licensor’s Support team for investigation or flagged by the System for future filtering.
6.12. Limitation of Liability.
THE SERVICES FOR NOTIFYING PUBLICATIONS AND PROGRESS UPDATES ARE SUPPLEMENTARY ONLY AND DO NOT REPLACE THE MONITORING OF CASES BY THE LICENSEE AND THEIR ATTORNEY USERS BY OTHER MEANS. THE LICENSOR IS NOT LIABLE FOR MISSED DEADLINES OR TECHNICAL ERRORS LEADING TO FAILURES IN THE DELIVERY OF PUBLICATIONS, NOTIFICATIONS, OR CASE PROGRESS UPDATES, INCLUDING CASE FILES, NOR FOR FAILURES IN ELECTRONIC FILING OR ERRORS IN THE AUTO-FILL SUGGESTION SERVICE.
7. Interoperability - Connectors
7.1. Use of Connectors with the System.
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 use integration Connectors created by the Licensor or third parties, which: (a) enable access to data and functionalities from other applications in the System, integrating them with the System’s features and data; or (b) allow third-party applications, such as Microsoft Office® programs or Looplex®, to access the System’s data and functionalities in their respective interfaces, modifying and integrating them with the System’s features and data (“Connector”).
7.2. Connectors and Integration API.
Connectors are API implementations developed directly by the Licensor, offering functionalities and integration capabilities equal to or greater than those provided by the API for Licensees to build integrations with their Applications.
7.3. Activation of Services Associated with Connectors.
Connector activation may be done directly through the System interface or with authorization from the Licensor’s Support or commercial department, which will enable the use of a specific Connector within the Licensor’s control systems. The Licensee may need to install an Add-in, Add-on, or authorize integration between the System and another application. In any case, this integration via Connectors is subject to all the rules and conditions of this Agreement.
7.4. Support for Connectors.
The Licensor or third-party application developers may modify elements of Connector integration and interoperability. These changes may cause errors or even stop the integration between the System and the connected application. The Licensor reserves the right to modify, suspend, withdraw, or discontinue all or part of the System’s integration via Connectors at any time. The Licensor may also impose limits on the access and use of certain functionalities or services via Connectors.
7.5. Permitted Uses of Connectors.
The Licensee may only use a Connector under the terms of this Agreement. In addition to the general restrictions of the Agreement and the granted license, particularly clause 4, the Licensee may not: (a) modify or create derivative works of the Connector; (b) use the Connector in connection with any other product or software besides the System and the specific application(s) it was developed for; (c) distribute the Connector as a standalone product separate from the System; or (d) use the Connector to promote any products or services on the System unless they have joined the Lawsoft Partnership Program.
7.6. Connector Limitations.
The Licensor may impose limits on the use of Connectors, such as restricting the number of requests the Licensee can make or the number of users the Connector can serve simultaneously. The Licensee agrees not to bypass or attempt to bypass these limitations. If additional Connector use is required beyond these limits, the Licensee must obtain the Licensor’s express consent, which may be subject to additional agreements, terms of use, or charges.
7.7. Misuse of Connectors.
The Licensee may not use the Connector to:
(a) send spam or unsolicited messages to other Licensor clients in the context of any information-sharing forum, whether such forums are provided by the Licensor within or outside the System;
(b) send, store, or use content containing computer viruses, worms, trojan horses, or any other type of malicious file, code, or script, even if not shared with third parties;
(c) gain unauthorized access to the System or its services and network;
(d) access or attempt to access the Connector and System by any means other than those described in the Connector documentation.
7.8. Connector Monitoring.
Connectors are designed to enhance and improve System services. THE LICENSEE AGREES THAT THE LICENSOR MAY MONITOR CONNECTOR USAGE TO ENSURE QUALITY, IMPROVE LICENSOR AND THIRD-PARTY PRODUCTS AND SERVICES, AND VERIFY COMPLIANCE WITH THIS AGREEMENT. Monitoring may include the Licensor accessing and using the Licensee’s Connector, for instance, to identify security issues affecting the Licensor, its clients, and users. The Licensee shall not interfere with such monitoring. The Licensor may suspend access to the Connectors for Users if it believes the Licensee is violating this Agreement.
7.9. LIMITATION OF LIABILITY - CONNECTORS.
THE LICENSOR IS NOT RESPONSIBLE FOR THE CONNECTORS’ SUITABILITY FOR THE LICENSEE’S SPECIFIC OR COMMERCIAL OBJECTIVES, THE CONTENT AND INFORMATION GENERATED BY THE LICENSEE, OR HOW THE LICENSEE’S APPLICATION USES THIS INFORMATION AND DATA. THE LICENSOR MAKES NO WARRANTY THAT THE CONNECTOR WILL MEET THE LICENSEE’S REQUIREMENTS OR OPERATE UNINTERRUPTEDLY AND ERROR-FREE. EACH CONNECTOR IS PROVIDED “AS IS,” AND ANY USE BY THE LICENSEE DURING THE LICENSE PERIOD IS AT THEIR OWN RISK. WHILE MATHEMATICAL TOOLS MAY BE USED TO GENERATE INFORMATION, CONNECTORS ARE SUBJECT TO TECHNICAL AND HUMAN ERRORS. THE LICENSOR ASSUMES NO OBLIGATION TO COMPENSATE FOR DIRECT OR INDIRECT DAMAGES, ERRORS, PROBLEMS, NEGLIGENCE, RECKLESSNESS, OR INEXPERTISE IN THEIR USE.
8. Interoperability - API Usage
8.1. Access to API.
The Licensor grants the Licensee a non-exclusive, limited, temporary, and non-transferable license to access the System’s API for the duration of this Agreement. The API license includes its Documentation and any updates or revisions made by the Licensor.
8.2. Electronic Keys and Tokens.
Upon request, the Licensor will issue a unique electronic key (“Token”) for API access. The Licensee must safeguard the Token with at least the same level of care as they would for their files and client files. The Licensee may not assign, transfer, or make the Token available to any third party. Tokens must be used for API access and may be reissued or revoked at any time by the Licensor. If credentials are provided by the Licensor, the Licensee must use them in connection with the API.
8.3. API Support.
The Licensee may modify elements of their integration and interoperability with the Licensor’s API following an API update. If such updates disrupt integration between the System and the Licensee’s Application, the Licensor may provide access to review and test the updated API before or after its release. The Licensor reserves the right to modify, suspend, withdraw, or discontinue all or part of the System and/or API integration at any time. The Licensor may also impose limits on API functionality or services.
8.4. Permitted API Uses.
The Licensee may only use the API as per this Agreement. In addition to the general restrictions and license terms, particularly clause 4, the Licensee may not:
(a) modify or create derivative works of the API;
(b) use the API with any product or software other than the System;
(c) distribute the API as a standalone product;
(d) use the API to promote any products or services on the System unless enrolled in the Lawsoft Partnership Program; or
(e) integrate the System with an application already integrated via a Connector.
8.5. API Limitations.
The Licensor may impose limits on API usage, such as restricting the number of requests or the number of users the API can serve simultaneously. The Licensee agrees not to bypass or attempt to bypass these limits. For additional API usage, the Licensee must obtain the Licensor’s express consent, which may include acceptance of additional agreements, terms, or charges.
8.6. Misuse of API.
The Licensee may not use the API to:
(a) send spam or unsolicited messages to other Licensor clients in the context of any information-sharing forum;
(b) send, store, or use content containing malicious software;
(c) gain unauthorized access to the System or its network; or
(d) access the API and System through unauthorized means.
8.7. API Monitoring.
APIs are designed to enhance and improve System services. THE LICENSEE AGREES THAT THE LICENSOR MAY MONITOR API USAGE TO ENSURE QUALITY, IMPROVE PRODUCTS AND SERVICES, AND VERIFY COMPLIANCE WITH THIS AGREEMENT. Monitoring may include accessing the Licensee’s API to identify security issues. The Licensee may not interfere with such monitoring. The Licensor may suspend API access if it believes the Licensee is violating this Agreement.
8.8. LIMITATION OF LIABILITY - API.
THE LICENSOR IS NOT RESPONSIBLE FOR THE API’S SUITABILITY FOR THE LICENSEE’S OBJECTIVES, THE CONTENT AND DATA GENERATED BY THE LICENSEE, OR HOW THE LICENSEE’S APPLICATION USES SUCH INFORMATION. THE API IS PROVIDED “AS IS,” AND ANY USE IS AT THE LICENSEE’S RISK. WHILE MATHEMATICAL TOOLS MAY BE USED, ERRORS MAY OCCUR. THE LICENSOR IS NOT LIABLE FOR DAMAGES ARISING FROM ERRORS, NEGLIGENCE, OR OTHER ISSUES.
9. Usage Policy
9.1. Usage Policy - License Violation.
The Licensee must adhere to the following minimum System usage policy:
(a) Time-sharing: If the service Subscription fee is calculated per User, the Licensee may not use the System in a shared access mode, where more than one person uses the System simultaneously or alternately under a single User account or fewer User accounts than the actual number of individuals utilizing the System.
(b) Third-party Login: The Licensee may not share User passwords or other login information with third parties.
(c) Sharing: The Licensee may not share non-public functionalities or features of the System with third parties who have not agreed to this Agreement.
(d) Non-competition: The Licensee may not access the System or its documentation to directly or indirectly copy or create a product using similar ideas, functionalities, features, or usability patterns. The Licensee may not assist third parties in replicating the System’s ideas, functionalities, or usability patterns.
9.2. Usage Policy - Misuse.
The Licensee must use the System and any associated services solely for their normal commercial purposes and must not:
(a) send spam or unsolicited messages to other Licensor clients in any information-sharing forum provided by the Licensor, whether within or outside the System;
(b) send, store, or use content containing malicious software;
(c) gain unauthorized access to the System or its network and services. Additionally, the Licensee may not use any System-related online service in a manner that damages, disables, overburdens, or interferes with other licensees’ access to the Licensor’s server.
9.3. Internet Access.
The System requires constant internet access for functionality. The Licensor is not responsible for the Licensee’s internet service or its maintenance and functionality.
9.4. Storage Limits and Excess Network Traffic.
The storage limit is 5GB per contracted User. The Licensor may charge additional fees for data traffic if the Licensee’s continuous excessive bandwidth usage overloads the server’s upload and download points.
9.5. Policy Violation.
If the Licensor identifies indications of License or Usage Policy violations, it may suspend the Licensee’s System access without prior notice, in addition to pursuing judicial or extrajudicial remedies to halt the violation. These measures may include specific performance orders or compensation for damages and lost profits.
9.6. Feedback.
The Licensee may provide Feedback to the Licensor regarding the System’s performance to improve and modify services. The Licensee has no intellectual property rights over the Feedback, and any changes or solutions adopted by the Licensor may be incorporated into the System without compensation or royalties to the Licensee.
9.7. Unauthorized Access.
The Licensee must take reasonable measures to prevent unauthorized access to the System, including protecting passwords and login information. The Licensee must notify the Licensor immediately of any unauthorized use or internal security breach and take steps to halt such violations.
10. Privacy, Data Collection, and Use
10.1. Privacy Policy.
When Users use our services, they entrust us with their information. This Privacy Policy aims to help Users understand what data we collect, why we collect it, and how we use it. Given its importance, we encourage Users to read it carefully.
10.2. Content and Data Generated by the Licensee.
The Licensee is solely responsible for the quality, integrity, reliability, and intellectual property of the data and content created or handled while using the System. The Licensor does not monitor or bear responsibility for supervising, deleting, correcting, or suspending access to content generated by the Licensee and its Users, except in cases of Usage Policy violations (clause 9).
10.3. Content and Data Generated by Third Parties.
Services associated with the System may display third-party content licensed to the Licensor, such as document automation systems, or grant access to third-party programs or services governed by separate licensing agreements. The Licensor is not responsible for such third-party content. The Licensor may review content to determine if it is illegal or violates the Usage Policy and may remove or block access if deemed necessary. However, the Licensor is not obligated to monitor such content.
10.4. Personal Data Collection.
The Licensor may collect information transmitted by Users, such as during account registration. Only data not subject to attorney-client privilege will be collected. Personal Data will not be shared with third parties but may be used for audit and statistical analysis to improve the System, within the same corporate or individual account context.
10.5. Anonymous Data Collection.
The Licensor may collect data in a form that cannot be directly linked to the User or specific cases (anonymous data). Such data, regarding general usage patterns, may only be used for aggregated statistical analysis.
10.6. Inactive Accounts.
Accounts inactive for more than 180 days may be considered inactive. The Licensor may delete data from inactive accounts and has no obligation to retain data beyond the retention period defined by the Licensee or after service cancellation.
10.7. Privacy Policy Updates.
The Licensor may update or expand the Privacy Policy and provide it on its website or as a System link. Any updates or modifications to the Privacy Policy will be presented independently of this Agreement but must still be accepted separately.
11. Special Services
11.1. Special Services.
The Licensee may contract Special Services from the Licensor, such as training, System configuration, Migration, on-site support, and customizations. All services associated with the System are subject to this Agreement where applicable. These services are governed by the terms outlined in a specific commercial proposal, but general provisions such as non-competition (clause 9.1), non-recruitment (clause 17.4), prohibition of reverse engineering or other license violations (clauses 4.5, 4.6, 4.7, 4.8, 4.12, and 4.13), and liability limitations (clause 17.6) apply in all cases.
11.2. Minimum Configuration Requirements.
The Licensee is responsible for verifying the minimum configuration requirements for System installation. Hardware and software configuration requirements may change over time due to System updates.
11.3. Migration.
Data migration services from other systems are not included unless explicitly specified in the commercial proposal. The Licensor may offer Migration services at reduced costs or free of charge for specific data provided by the Licensee in Excel or CSV formats with predefined fields (“Express Migration”). Express Migration is time-limited and must be completed before System usage begins.
11.4. Hardware Installation and Maintenance Not Included.
The Licensor does not provide workstation management and maintenance services, including operating systems or applications other than the System, nor any hardware or software purchase and installation services.
11.5. Training.
System training services may be provided remotely or at a location specified by the Licensee within the national territory. Travel, meal, and accommodation reimbursements are subject to the terms of the commercial proposal or conditions stated on the Licensor’s website.
11.6. Commencement of Special Service Charges.
Special service fees (upfront payment or first installment) are due immediately upon acceptance of the Special Service, regardless of any delays by the Licensee in receiving training, starting configuration, or validating Migration or customizations.
12. Support
12.1. What Support Includes.
Support is included free of charge in the subscription license package and covers:
(i) corrective and evolutionary maintenance through Updates for the System version in use, available in the market for up to one year after the release of an Upgrade or System discontinuation; and
(ii) clarification of System usage questions through helpdesk (phone support) and email during the Subscription period.
12.2. Updates and Upgrades.
The Licensee is entitled to receive all Updates and Upgrades developed by the Licensor for the System at no additional cost while the Subscription is active. Additional training or new implementation procedures for Updates or Upgrades may require separate pricing arrangements between the Parties.
12.3. Access to Support.
The Licensee may contact the Licensor’s help desk at (55 11) 3709-2130 or another number provided by the Licensor via email or website http://suporte.lawsoft.com.br, from 9:30 AM to 6:00 PM, Monday through Friday, excluding national, state, or municipal holidays in São Paulo. The help desk is not a substitute for the absence of System usage training.
- 12.3.1. Additional Clarifications and User Machine Access.
Support technicians may request additional clarifications from the User via phone or email before providing a response. Technicians may also request temporary remote access to the User’s machine for step-by-step assistance.
12.4. Error Correction.
The Licensor ensures that the System will function according to its specifications, preserving data integrity and security. If System issues occur, the Licensor’s responsibility is limited to correcting any detected programming errors. While the Licensor will make its best efforts to resolve programming issues, no specific timeframe for corrections can be guaranteed.
12.5. On-site Support.
On-site support at the Licensee’s premises or any location outside the Licensor’s headquarters is not included in Subscriptions unless expressly contracted.
13. Subscriptions and Pricing
13.1. Services Associated with the System.
The Licensee may contract one or more services associated with the System directly through the Licensor’s website, via email, or through in-person arrangements. All services associated with the System are subject to this Agreement and License unless otherwise agreed upon in a separate agreement. The Subscription price will vary depending on the services contracted. The Licensee has the right to choose whether or not to subscribe to new services offered by the Licensor. Not all services will be available for contracting at all times.
13.2. Different Subscriptions.
All Licenses are contracted with periodic remuneration (Subscription) during the Agreement’s term. In some services, the Subscription price is proportional to usage; in others, it depends on the number of licensed Users or the amount of stored information. The Licensee may modify the billing method and Subscription prices for future periods with prior notice to Users.
13.3. Start of Subscription Charges.
Subscription charges begin immediately upon the activation of Users or services associated with the Subscription, regardless of when use actually begins.
13.4. General System Subscription and Hosting.
The System License and Hosting Subscription fees are calculated per active User. Each person using the System is considered a User and must have an individual License. The Subscription fee is multiplied by the number of Users/Licenses contracted. Different rates may apply for PC (desktop and laptop), mobile (smartphones), and Mac OS (Apple Macintosh) versions, with a single User possibly paying for multiple Licenses across different platforms.
- 13.4.1. Addition or Reduction of Users. Additional Licenses may be contracted at any time and will be added to the Subscription cost for the following month. Reducing the number of User Licenses is also possible but will incur a penalty proportional to the remaining months until the next renewal, as detailed in clause 14.4.
13.5. Subscription for Publication Services.
The Subscription for the publication and notification tracking service is billed monthly on a standalone basis, separate from the general System Subscription. The fee is calculated per search term, regardless of the number of daily publications captured for the entered term. The price per term will be displayed in the System interface at the time of contracting and may change periodically without prior notice to the Licensee. Different prices may apply for certain terms (e.g., attorney names or party names).
- 13.5.1. Addition or Reduction of Terms. Additional terms may be contracted at any time and will be added to the Subscription cost for the following month. The Licensee may modify registered terms for tracking at any time without penalty for reducing or canceling terms. The cost of canceled or altered terms will be charged in the following month, prorated to the last day of the month in which the modification occurred.
13.6. Subscription for Case Progress Tracking Services.
The Subscription for case progress tracking on court websites is billed monthly on a standalone basis, separate from the general System Subscription. The fee is calculated per monitored case, regardless of the number of daily updates captured for the selected case. The price per case will be displayed in the System interface at the time of contracting and may change periodically without prior notice to the Licensee. Different prices may apply for certain cases (e.g., on court websites with CAPTCHA restrictions).
- 13.6.1. Addition or Reduction of Cases. Additional cases for tracking may be contracted at any time and will be added to the Subscription cost for the following month. The Licensee may modify tracked cases at any time without penalty for reducing or canceling cases. The cost of canceled or altered cases will be charged in the following month, prorated to the last day of the month in which the modification occurred.
13.7. Subscription for Other Case Tracking Services.
Subscriptions for other case tracking services, such as auto-filling case details, downloading case files, and electronic filing, are charged per service usage or up to a transaction limit, billed monthly on a standalone basis and separate from the general System Subscription. Pricing conditions for these services will be displayed in the System interface where the service can be activated.
13.8. Subscription for Connector and API Use.
The Licensee will pay for Connector and API usage in the System based on the number of operations performed. Some Connectors may have a fixed monthly fee per User, but always with a maximum number of operations.
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13.8.1. Actual Usage and Calculation of Operations. Operation pricing is distinct for each Connector or API due to specific costs. For example, the cost of sending an email differs from accessing postal address databases via API. Each operation incurs its respective charge.
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13.8.2. Variation in Operation Prices. The number of operations for the same Connector or API may vary depending on the demands and exchanged data.
13.9. Storage Subscription.
The storage limit is 5GB per Licensee User, calculated cumulatively (e.g., 10 Users = 50GB). The Licensor may charge additional fees for exceeding this storage limit and for excessive data traffic (large file uploads/downloads, especially for images and other heavy media).
13.10. Pricing for Special Services.
Special services are subject to specific pricing outlined in a separate commercial proposal, distinct from other Subscriptions. The Licensor reserves the right to change the prices of special services at any time.
13.11. New Services.
The Licensor may charge for currently free or newly added services in the System. In such cases, this Agreement will be amended to reflect the new rules. Charges will always apply to future use, never retroactively. The Licensee has the right to choose whether or not to contract newly offered services.
13.12. Contracting Additional Services.
Additional services associated with the System may be contracted via the System interface, the Licensor’s website, email, phone, or in person. It is the Licensee’s responsibility to define internally which Users may contract services or initiate document production or review using different Templates. Confirmation of a new service will be sent via email or a message within the System.
13.13. Payment Delays.
In case of delayed payments for Subscription installments or services described herein, a late fee of 2% and interest of 1% per month pro rata will apply. This penalty also applies to Special Services unless otherwise specified by the Parties.
13.14. Monetary Adjustment.
Recurring Subscriptions (e.g., per User fees) for periodic services will be adjusted annually based on the IGP-M index or, if unavailable, the INPC index.
13.15. Service Suspension and Collection.
If any Subscription or service payment delay exceeds 15 days, the Licensor may suspend access to the System and associated services. If the delay exceeds 30 days, the Licensor may initiate legal collection procedures, including the total remaining value of contracted services.
14. Contract Term and Termination
14.1. Term.
This Agreement is valid for 12 months from the date of signature and may be canceled or terminated by either Party, with just cause and without prior notification, in the following cases:
(a) non-payment of Subscription fees, Special Services, or any other amounts owed to the Licensor for services rendered;
(b) if either Party fails to comply with any clause or condition of this Agreement and does not remedy such failure within 15 (fifteen) days from receiving written notice from the other Party;
(c) in the event of force majeure or unforeseen circumstances.
14.2. Automatic Renewal.
If neither Party expresses a desire to terminate the Agreement within 30 (thirty) days prior to its expiration, it will automatically renew for additional 12-month periods.
14.3. Data Return Upon Termination.
If this Agreement is terminated for any reason, the Licensor will return all database content maintained for the Licensee, subject to the Licensee’s request and authorization for data extraction.
14.4. Termination at Any Time.
Notwithstanding the provisions above, this Agreement may also be terminated or canceled by either Party at any time by providing written notice to the other Party with 30 (thirty) days’ notice, subject to payment for all services rendered and/or billed up to the notice period’s end and a penalty equal to half the remaining installment payments due for the Agreement term in the case of recurring monthly Subscriptions or services. For reductions in Licenses or recurring Subscriptions during the Agreement’s term without full termination, the penalty will be calculated proportionally to the number of Licenses or the Subscription value canceled. The Licensor may offer “monthly” plans without the penalties mentioned in this clause, requiring only the 30-day notice.
14.5. System Revisions.
The Licensor may revise the System, its features, and service levels (SLA) at any time, including removing functionalities or reducing service levels. If such revisions materially affect the expected and contracted functionalities, quality, or quantity of services, the Licensee may terminate the License within 30 (thirty) days of the revision without penalty but must pay for all services and Subscriptions up to the cancellation notification date.
14.6. Survival of Certain Provisions.
The Parties agree that rights and obligations related to System ownership, License use and limitations, non-competition, confidentiality, non-recruitment, and other general provisions (clause 17) will continue to be effective even after cancellation or termination of this Agreement for any reason.
15. Confidentiality
15.1. Confidential Information Protection.
The Licensor may receive Confidential Information from the Licensee related to information, cases, and/or client business. The Licensor agrees to keep all Licensee Confidential Information strictly confidential and will not disclose it to third parties without the Licensee’s express consent. This confidentiality obligation will remain indefinitely, even after the termination of this Agreement.
15.2. Definition of Confidential Information.
Confidential Information includes any written or verbal information:
(i) protected by attorney-client privilege;
(ii) related to documents, clients, or cases of the involved attorneys; and
(iii) concerning the financial situation and routines of the Licensee.
15.3. Confidentiality Exceptions.
This obligation does not extend to information that:
(i) is or becomes publicly available without violating this Agreement;
(ii) has its disclosure authorized by the original and legitimate owner of the information;
(iii) is validly obtained from third parties;
(iv) was already known to the Licensor before disclosure by the Licensee; and/or
(v) the Licensor is compelled to disclose by law. In the latter case, the Licensor must promptly notify the Licensee, providing an opportunity to oppose disclosure. If the opposition is denied, the Licensor may only disclose the information to the extent required by law.
16. Availability and Technical Validity
16.1. Availability and Internet Link.
The System will be accessible online, with the Licensor ensuring 24/7 operation with at least 99.5% uptime. The Licensor is not responsible for the Licensee’s internet service. Interruptions caused by the Licensor that exceed 60 minutes will result in discounts applied to the monthly Subscription fee, calculated as follows:
Vd = VL x 5N/720
Where Vd = Discount Value, VL = Monthly Subscription Fee, N = Number of 60-minute units.
16.2. System Technical Validity.
Since the License is for online access to a suite of software programs and associated services, Users will always operate on the latest System version made available by the Licensor. If any part of the System requires downloading software (e.g., client versions for desktops or laptops), its technical validity will be 90 (ninety) days from release.
17. General Provisions
17.1. Third-party Services.
The System may include offerings from third-party service providers related to case management or financial operations. The Licensor is not the provider of these advertised services and acts solely as a platform connecting Licensee Users with third-party service providers.
17.2. Communications.
The Licensor may send communications to the Licensee’s Users in connection with System, API, and associated service use.
17.3. No Joint Venture.
The Licensee is solely responsible for labor, social security, tax, and commercial obligations related to its employees. No employment relationship exists between one Party’s employees and the other Party for any legal or contractual purpose.
17.4. Non-recruitment.
The Parties agree not to hire individuals who were employees, consultants, or partners of the other Party for at least 2 (two) years after their disengagement, unless mutually agreed upon in writing.
17.5. Specific Performance.
The fulfillment of any obligations hereunder may be subject to specific performance by the Party entitled to the obligation.
17.6. 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 the System, or for how Users utilize the information generated by the System. The Licensee must maintain control over its legal activities, deadlines, and responsibilities, as well as financial operations such as accounts payable, receivable, remuneration, invoicing, expense reimbursements, inventory, and accounting.
(B) Even though some System services provide configured judicial processes, forums, administrative bodies, and their respective procedures, the Licensee and its Users should not rely solely on these configurations for deciding suitable processes, resources, or incidents in their cases. The Licensor is not liable for any direct or indirect damages caused by System errors, third-party system inaccuracies, or issues with statistical analysis agents or AI recommendations that result in incorrect or inconsistent suggestions.
(C) The System does not exempt the Licensee from routinely backing up its files and being prepared to operate without System support for urgent actions. The Licensor is not liable for missed deadlines or technical errors leading to service failures, such as document submissions or filings.
(D) The System, each of its services, Connectors, and APIs are provided “as is,” and any usage during the License period is at the Licensee’s risk. While mathematical tools are used for information generation, the System is subject to technical and human errors, including content and conceptual errors, with no obligation for the Licensor to compensate for direct or indirect losses, damages, or issues resulting from programming or processing errors, negligence, or misuse.
(E) The Licensor is not liable for procedural or contractual deadline losses the Licensee may incur.
(F) The Licensor is also not liable for damages caused by force majeure or unforeseen circumstances that affect System usage.
17.7. Penalty Clause and Damages.
Unless explicitly stated otherwise in this Agreement, any Party violating a contractual provision is subject to a compensatory penalty equal to the value of the last four months of Subscription fees. For violations of clauses 4.1, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.12, 4.13, 5.4, 7.7, 8.6, 9.1, 9.2, 17.3, and 17.4, this penalty may be increased by additional damages.
17.8. Damages: License Violation and Content Derived from the License.
If the Licensee or its Users copy, reproduce, translate, decompose, recombine, or derive functionalities, source or object code, templates, or components from the System, all computer programs using or infringing upon such content will be considered violations of this Agreement and the Licensor’s rights.
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17.8.1. Unfair Competition and Contaminated Programs. Programs using the Licensor’s content (whether through direct copying, translation, decomposition, recombination, or derivation) will be considered entirely in violation of this Agreement, even if only part of the program was derived from the License content.
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17.8.2. Indemnification Based on Revenues from Contaminated Programs.
Without prejudice to additional damages outlined in clause 17.8, the Licensor may claim indemnification equal to all profits and revenues derived from distributing and licensing the violating program. If the program is distributed or licensed free of charge, damages will be calculated based on the revenue the Licensor could have earned from licensing the violating program. -
17.8.3. Right to Cease Distribution of Violating Programs.
In addition to seeking damages, the Licensor may enforce the withdrawal of all violating programs and cancel associated licenses, even if distributed for free. The author will not retain any rights to the use of the violating program’s code.
17.9. Penalty in Case of Liability Limitation Invalidity.
If any legal dispute challenges or invalidates the liability limitations in clauses 6.12, 7.9, or 17.6, the Licensor’s liability will be limited to the value of the last four months of Subscription fees.
17.10. Novation, Waiver, and Clause Invalidity.
The Parties acknowledge that:
(i) failure or delay in exercising a right under this Agreement does not constitute waiver or novation;
(ii) a waiver of rights must be formalized in writing;
(iii) invalidity or nullity of any clause does not affect the validity or effectiveness of other provisions.
17.11. Independence of Provisions.
The declaration of nullity or inefficacy of any provision by a competent authority will not impair the validity and effectiveness of the remaining provisions. The Parties agree to negotiate in good faith to achieve the intended effects of the invalidated provision.
17.12. Entire Agreement and Rights Assignment.
This Agreement constitutes the sole and complete understanding between the Parties regarding its subject matter. The Licensee may not assign or transfer rights or obligations under this Agreement without the Licensor’s prior consent. The Licensor may assign or transfer its rights and obligations, provided it does not prejudice the Licensee’s System usage or the performance of Special Services.
17.13. Dispute Resolution.
The forum of São Paulo, Brazil, is elected to resolve any disputes arising from this Agreement, waiving any other jurisdiction, however privileged.
17.14. Amendments to this Agreement.
The Licensor may propose changes to this Agreement. If changes are made, the Licensor will inform the Licensee via email or through a System prompt for approval of the revised terms. If significant changes materially impact the Licensee and the Licensee disagrees, they must notify the Licensor within 20 days of receiving the new terms, stating they do not accept the amendments. In such cases, the prior version of the Agreement will remain valid until the current term expires. Upon renewal, the License and services will adhere to the updated Agreement in effect at that time.