Terms of use

Linte is a contract collaboration platform that allows Customers to generate, negotiate, electronically sign and manage contracts, whether through our web application or through our API (the "Linte Platform").

Subject to the terms and conditions of this Agreement, Linte shall deliver to the Customer during the term of this agreement, exclusively for the internal business operations of the Customer:

• (a) the non-transferable right to access the Linte Platform (the "Hosted Services");
• (b) services described in any Statement of Work (SOW) as agreed between the parties in writing ("Implementation Services"); and
• (c) technical support services in accordance with Linte standard practices ("Support Services"), (together, we shall call them the "Services").

Any services requested by the Customer that fall outside the scope of the Services shall be charged on a commercially reasonable 'time and materials' basis, quoted separately by Linte prior to the delivery of such services and subject to the written agreement of the parties.

The Support Services shall include commercially reasonable efforts to provide technical support in relation to the identification and resolution of errors or bugs in the Hosted Services for supported web browsers and shall not include the provision of training services, unless otherwise stated in the order form.

Linte may perform certain services reasonably necessary for the benefit of the Customer to enable the access of the Customer to the Services. These implementation services may include configuration, modification and testing and the setup of a limited number of templates.

The Customer agrees to take all reasonable measures to enable Linte to comply with its obligations to provide the Services. If the compliance by Linte with its obligations under the agreement is prevented or delayed by any act or omission of the Customer or of its agents, consultants, subcontractors or employees, Linte shall not be in breach of this agreement as a result of such act or omission.

In this agreement, "contract" refers to a contract generated, sent or uploaded by the Customer for processing through the Hosted Services.

Linte is not a law firm or Alternative Business Structure, is not regulated as such, and the officers or employees of Linte do not act as attorneys for the Customer nor do they provide legal advice. The use by the Customer of the Services does not create an attorney-client relationship. The Customer understands that Linte does not practice law and therefore cannot provide reliable legal advice.

The Customer shall have the right to use the Hosted Services in relation to any contracting activity, but acknowledges that the Customer shall be responsible for verifying the compliance of the Hosted Services with any formalities or other requirements applicable to such other contracting activity. Linte is not liable for errors in the content of the contracts, nor for the determination of legal or regulatory requirements applicable to the Customer in relation to the execution, retention or disposal of contracts.

The Customer undertakes to determine whether any person correctly classified as a 'consumer' under applicable law is a party to any contract and to comply with any formalities or other requirements applicable as a result of such consumer status.

As part of the Services, Linte facilitates for the Customer the electronic signature of documents both by the Customer and by the counterparties of the Customer. The Customer acknowledges that:

• (a) such signatures shall be deemed legally binding by both parties to the relevant legal document;
• (b) Linte is not responsible for validating such signatures or the identity of the relevant signatories; and
• (c) Linte shall not be held liable for any damages and/or losses of any nature, whether direct, indirect, general, special, compensatory, consequential and/or incidental caused by or arising out of the total or partial invalidity of any signature created through the Services.

The signatures of contracts formed by the use by the Customer of the Services (in accordance with this agreement and applicable law) are intended to meet the definition of 'electronic document' of Portaria MP 2200-2/2001 (Brazilian Provisional Measure on the Brazilian Public Key Infrastructure).

The Customer acknowledges that various types of contracts may not be validly executed by means of electronic signatures or may be subject to specific formalities, or storage and retention or information provision requirements imposed by law. For example, certain insurance and credit contracts and certain contracts with consumers.

The Customer, not Linte, is responsible for determining to what extent such requirements apply in relation to its own business activities and, as such, is responsible for ensuring that the Services are not used in relation to any contracts that cannot be legally created, executed or stored through the Services.

Either party may terminate this agreement upon 30 days prior written notice.

Upon termination or expiration of this agreement, Linte may destroy or dispose of any of the Customer Data (as defined in clause 10) in its possession, unless Linte receives, no later than 60 days after the effective date of termination of this agreement, a written request for the delivery to the Customer of the most recent backup of the Customer Data. Linte shall use commercially reasonable efforts to deliver the backup to the Customer within 30 days after receipt of such written request, provided that the Customer has, at that time, paid all fees and charges outstanding and resulting from the termination (whether or not due on the date of termination). The Customer shall pay all reasonable expenses incurred by Linte in returning or disposing of the Customer Data.

After that 90 day period, contracts may be deleted from storage and Linte is not obliged to recover any other contracts for the Customer. All sections of this agreement that, by their nature, should survive termination shall survive termination.

The Customer shall not, directly or indirectly:

• (i) reverse engineer, decompile, disassemble or attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, or any software developed, trained or owned by or licensed to Linte and that forms part of or is used in the provision of the Services, documentation or data related to the Services ("Software");
• (ii) modify, translate, teach, train or create derivative works based on the Services or on any Software (except as expressly permitted by Linte or authorized within the Services);
• (iii) access all or part of the Services or of the Software in order to create a product or service that competes with the Services;
• (iv) use the Services to provide services to third parties;
• (v) license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit or make the Services available to third parties, except employees or agents of the Customer;
• (vi) use the Services in an unlawful manner or in a manner that causes damage or injury to any person or property;
• (vii) access, store, distribute or use, during the use of the Services, any malware or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitate unlawful activity; depict sexually explicit images; promote violence; hold discriminatory attitudes or engage in discriminatory speech on the basis of race, gender, color, religious belief, sexual orientation, disability; or
• (viii) attempt to obtain or assist third parties in obtaining access to the Services, except as provided in this clause.

The Customer shall use all reasonable efforts to prevent any unauthorized access to or use of the Services and, in the event of such unauthorized access or use, immediately notify Linte. The Customer shall be responsible for obtaining and maintaining any ancillary equipment and services necessary to connect to, access or use the Services, including modems, hardware, servers, software, operating systems, networks, web servers and the like.

The Customer shall:

• (i) provide Linte with all necessary cooperation in relation to this agreement (and all necessary access to information that may be required by Linte) in order to provide the Services, including Customer Data (as defined below), security access information and configuration services;
• (ii) comply with all applicable laws and regulations with respect to its activities under this agreement;
• (iii) comply with all other responsibilities of the Customer set out in this agreement in a timely and efficient manner. In the event of delays in the provision of such assistance by the Customer, as agreed by the parties, Linte may adjust any agreed timetable or delivery schedule as reasonably necessary; and
• (iv) obtain and maintain all licenses, consents and permissions necessary for Linte, its contractors and agents to comply with their obligations under this agreement, including the provision of the Services. Linte reserves the right, without liability or prejudice to its other rights against the Customer, to prevent the access of the Customer to any material that violates the provisions of this clause.

Linte warrants that the Services shall be performed with skill and care. This commitment shall not apply to the extent of any non-conformity caused by the use of the Services contrary to the instructions of Linte, or modification or alteration of the Services by any party other than Linte or the duly authorized contractors or agents of Linte.

To be clear, Linte:

• (i) does not warrant that the use of the Services by the Customer shall be uninterrupted or error-free;
• (ii) is not liable for any delays, delivery failures or any other loss or damage resulting from the transfer of data over networks and communications facilities, including the internet, the Customer acknowledging that the Services may be subject to limitations, delays and other problems inherent in the use of such means of communication;
• (iii) shall use fair efforts to maintain the availability of the Hosted Services for the Customer, but does not guarantee 100% availability;
• (iv) does not control the content posted to or through the Services and, in particular, does not control the Customer Data and, as such, Linte makes or gives no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, usefulness, quality, fitness for purpose or originality of any of the foregoing content or data; and
• (v) reserves the right to update or maintain the Hosted Services at any time.

In this clause, "Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trademarks (whether or not any of the foregoing are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information and all other intellectual and industrial property rights and similar or analogous rights existing under the laws of any country and all pending applications and the right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).

Linte, a member of the Linte team and/or its licensors shall, as between the parties, remain the owners of all Intellectual Property Rights in the Linte brands, software, database, trademarks and logos, the Services and the Software. Except as expressly permitted by this Agreement, the Customer may not use any of the Intellectual Property Rights of Linte without the prior written consent of Linte. In this Agreement, Linte Content means all data, information and materials owned by or licensed to Linte and included in the Services, but excluding the Customer Data.

The Customer shall immediately bring to the attention of Linte any improper or undue use of any Intellectual Property Rights of Linte that comes to the knowledge of the Customer. The Customer shall assist Linte in taking all measures to defend the Intellectual Property Rights of Linte, but shall not institute legal proceedings on its own.

The Customer agrees that Linte and its contractors have the right to access and use the Customer Data for the purposes of providing the Services.

Linte and/or a member of the Linte team shall own and retain all right, title and interest in and to:

• (i) the Services and Software, all improvements, enhancements or modifications;
• (ii) any software, applications, inventions or other technology developed in connection with the Services;
• (iii) deliverables and work products (including drafts) arising from the provision of the Implementation Services; and
• (iv) all intellectual property rights related to any of the foregoing.

Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights of Linte to the Customer. The Customer warrants to Linte that any data provided to Linte shall not infringe the Intellectual Property Rights or other legal rights of any person and shall not violate the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law or regulation.

The Customer grants Linte a non-exclusive worldwide license to use its trademarks, logos and other necessary intellectual property in any marketing or promotional materials, including but not limited to the Linte website or other medium.

The Customer shall indemnify Linte for all losses or damages that the Customer incurs or suffers, together with the associated attorneys' fees reasonably incurred by Linte, as a result of any third party claim that the access and use, in accordance with this Agreement, by the Customer of the Services infringes the Intellectual Property Rights of third parties.

In this Agreement, "Customer Data" means all data, information, know-how, material or input uploaded into any Software or transmitted through the Services by or for the Customer and/or any authorized user.

The Customer shall own all right, title and interest in the Customer Data, as well as any data based on or derived from the Customer Data and provided to the Customer as part of the Services for the sole purpose of using the Services and for the duration of this Agreement. The Customer shall be solely responsible for the legality, reliability, integrity, accuracy and quality of the Customer Data.

The Services provide the means to store contracts created using the Services or to download individual contracts as PDF files.

By default, Linte stores contracts on servers operated and controlled by Amazon Web Services and Google Cloud Storage with hosting in the United States.

In the event of any loss of or damage to the Customer Data, the sole and exclusive remedy of the Customer shall be for Linte to use fair commercial efforts to restore the lost or damaged Customer Data from the most recent backup of such Customer Data maintained by Linte in accordance with the archiving procedure described in its Data Security Policy in force from time to time (a copy of which is available upon request).

Linte shall not be liable for any loss, destruction, alteration or disclosure of Customer Data caused by third parties (except third parties subcontracted by Linte to perform services related to the maintenance and backup of the Customer Data).

Notwithstanding any provision to the contrary, Linte and each member of the Linte team shall have the right to collect, use, analyze or process (as defined in the Data Protection Laws) Customer Data and other information related to the provision, use and performance of various aspects of the Services and related systems and technologies (including information about Customer Data and data derived therefrom), and Linte shall be free to (during and after the term of this Agreement):

• (i) use such information and data to improve and enhance the Services and for other development, diagnostic and correction purposes related to the Services and other offerings of Linte;
• (ii) use such data in connection with its business, including for the training of machine learning algorithms and any other data processes deployed by Linte; and
• (iii) disclose such data to third parties only (including a member of the Linte team) in an aggregated form necessary for the proper performance of their business functions.

The Customer shall indemnify Linte for all losses or damages that Linte incurs or suffers as a result of or in connection with the use of the Customer Data by the Customer and/or any third party claim as a result of the use of the Customer Data and/or Services by the Customer.

In this clause, "Data Protection Laws" means all privacy laws applicable to any Personal Data processed under or in connection with the Agreement, including, without limitation, the Brazilian General Data Protection Law (LGPD), no. 13.709/2018 (the "LGPD") and all national legislation implementing or supplementing the foregoing, as amended, re-enacted and/or replaced and in force from time to time;

To the extent that one party acts as data processor ("Processor") and another party acts as data controller ("Controller") in relation to any personal data contained in the Customer Data ("Personal Data") as defined in the Data Protection Laws, the Processor shall ensure that:

• (i) unless otherwise required by the applicable Data Protection Laws, it shall process (and shall take measures to ensure that each person acting under its authority processes) the Personal Data only and in accordance with the documented instructions of the Controller, as set out in the data processing details, updated from time to time by agreement between the parties;

The Customer acknowledges that the Services may enable or assist it to access the services or content of or to correspond with third party services (including Google, Salesforce and DocuSign) and that it does so solely at its own risk.

Linte makes no representation or commitment and shall have no liability or obligation in relation to the content, use of or interactions with any third party service.

Linte recommends that the Customer review the terms and conditions and the privacy policy of the third party website before using the relevant third party website in connection with the Services. Linte does not endorse or approve any third party service nor the content of any of the third party services made available through the Services.

In this clause, "Proprietary Information" means all information (whether written, oral or in some other form) disclosed or obtained by one party (directly or indirectly) from the other (whether before or after the signing of this agreement), including all information related to the business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies, current, former or potential customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as confidential or may reasonably be considered confidential, but excluding information that:

• (a) is available to the public, except due to any breach of this Agreement;
• (b) is, when provided, already known to the person with whom it is shared in circumstances in which that person is not prevented from disclosing it to third parties; or
• (c) is obtained independently by the person with whom it is shared in circumstances in which that person is not prevented from disclosing it to third parties.

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose Proprietary Information to the other party. Proprietary Information of Linte includes all non-public information about features, functionality and performance of the Services. The Proprietary Information of the Customer includes non-public data provided by the Customer to Linte (for example, the parties to and the content of the contracts) in order to enable the provision of the Services.

The Receiving Party agrees to:

• (i) take reasonable precautions to protect such Proprietary Information; and
• (ii) not use (except in the performance of the Services or as permitted herein) or disclose to third parties such Proprietary Information.

The Customer agrees that Linte may issue a press release or other suitable form of publicity (including on the Linte website or other medium) announcing that it is a customer of Linte.

Notwithstanding anything in this Agreement, Linte may use any data, inputs, enhancements, know-how or insights provided by the Customer to develop or improve the services provided by Linte to the Customer or to any other customer of Linte.

The Customer shall defend, indemnify and hold Linte harmless against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and attorneys' fees) arising out of or related to the use of the Services by the Customer, provided that:

• (a) the Customer receives prompt notice of such claim;
• (b) Linte provides fair cooperation to the Customer in the defense and settlement of such claim, at the expense of the Customer; and
• (c) the Customer is given sole authority to defend or settle the claim.

Linte shall defend the Customer, its officers, directors and employees against any claim that the Services infringe any patent of Brazil in force on the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

• (a) Linte is promptly notified of such claim;
• (b) the Customer provides cooperation to Linte in the defense and settlement of such claim, at the expense of Linte; and
• (c) Linte is given sole authority to defend or settle the claim.

The indemnity immediately above states the sole and exclusive rights and remedies of the Customer, and all obligations and liabilities of Linte (including employees, agents and subcontractors of Linte), for infringement of any patent, copyright, trademark, database right or right of confidentiality.

This clause sets out the entire financial liability of Linte (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer:

• (i) arising out of or in connection with this Agreement;
• (ii) in relation to any use made by the Customer of the Services or any part thereof; and
• (iii) in relation to any representation, statement or tortious act or omission (including negligence) arising out of or related to this Agreement.

Except as expressly and specifically provided in this Agreement:

• (i) the Customer assumes sole responsibility for the results obtained from the use of the Services by the Customer and for the conclusions drawn from such use. Linte shall have no liability for any damage caused by errors or omissions in any information or instructions provided to Linte by the Customer in connection with the Services, or any actions taken by Linte under the direction of the Customer; and
• (ii) the Services are provided to the Customer "as is".

Linte shall not be liable for any loss of profits, loss of business, depreciation of goodwill and/or similar losses or corruption of data or information (including customer data), or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses arising out of this agreement.

This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement and shall supersede all prior agreements and understandings between the parties in relation to that subject matter.

Linte and the Customer acknowledge and agree that, in entering into this agreement, they do not rely on any undertaking, promise, warranty, statement, representation or understanding (whether in writing or not) of any person (whether a party to this agreement or not) related to the subject matter of this agreement, except as expressly set out in this agreement.

This agreement may not be amended except by a written document signed by or on behalf of each of the parties.

This agreement and any dispute or claim arising out of or related to it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Brazil. Each party irrevocably agrees that the courts of Brazil shall have exclusive jurisdiction to settle any dispute or claim arising out of or related to this agreement or its subject matter or formation (including non-contractual disputes or claims).

The 'Basically' column in this Agreement has been included to ease reading and shall not affect the interpretation of this Agreement.

References to "in writing" in this Agreement include email and communication through the Customer dashboard included in the Hosted Services.

If there is an inconsistency between any of the provisions of the main body of this Agreement, any Schedule or Statement of Work Document, the provisions of the main body of this Agreement (including the Order Form) shall prevail.

Any words following the terms 'including', 'include', 'in particular', 'for example' or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Subject matter of the processing: provision of Linte services to the Customer.

Duration of the processing: during the term of this Agreement or as particularly agreed.

Nature and purpose of the processing: to provide the Linte contract management service to the Customer.

Type of Personal Data: data contained in the contracts processed via Linte, such as contact data, signatures and personal data of the counterparties to the contracts; IP addresses, geolocation information; comments and activities on contracts.

Categories of data subjects: counterparties to contracts and signatories of contracts.

Technical and Organizational Security Measures applied to the Customer Data: as set out in the Linte data security policy (a copy of which is available upon request).