(a) the non-transferable right to access the Linte Platform (the “Hosted Services”);
(b) services as described in any SOW as agreed between the parties in writing (“Implementation Services”); and
(c) technical support services in accordance with Linte’s standard practices (“Support Services”), (together, let’s call them the “Services”).
Any services requested by the Customer that fall outside the scope of the Services shall be charged for on a commercially reasonable ‘time and materials’ basis, quoted for separately by Linte in advance of the delivery of such services and subject to the written agreement of the parties.
The Support Services shall include commercially reasonable endeavours to provide technical support in relation to the identification of, and resolution of, errors or bugs in the Hosted Services for supported web browsers and shall not include the provision of training services unless stated otherwise in the order form.
We provide a software as a service (SaaS) for contract lifecycle management (CLM). This includes access to our platform and implementation and support services.
Linte may perform for the benefit of the Customer certain services reasonably necessary to allow Customer access to the Services. Such implementation services may include configuration, modification and testing and the set-up of a limited number of templates.
The Customer agrees to take all reasonable measures to allow Linte to perform its obligations to deliver the Services. If Linte’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer or its agents, advisors, sub-contractors or employees, Linte shall not be in breach of this Agreement as a result of such act or omission.
The implementation services depend on customer cooperation. Linte is not responsible for prevention or delays resulting from customer acts or omissions.
In this Agreement, “Contract” refers to a contract generated, submitted or uploaded by the Customer for processing by means of the Hosted Services.
Linte is not a law firm or Alternative Business Structure, is not regulated as such and Linte’s directors or employees are not acting as the Customer’s lawyer or providing legal advice. The use by the Customer of the Services does not create a lawyer-client relationship. The Customer understands that Linte does not practice law and therefore cannot give legal advice that can be relied upon.
The Customer shall be entitled to use the Hosted Services in respect of 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 responsible for errors in the content of contracts, nor for determining legal or regulatory requirements applicable to the Customer in respect of execution, retention or deletion 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 for complying with any formalities or other requirements applicable as a result of such consumer status.
Linte is not a law firm and its employees don’t practice law on behalf of its customers. Linte is not responsible for the content of customers’ contracts.
(c) Linte shall not be held liable for any damages and/or losses whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental caused by, or arising from, the full or partial invalidity of any signature created through the Services.
Signatures to 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’ under Regulation MP 2200-2/2001.
The Customer acknowledges that various contract types may not be able to be validly executed using electronic signatures or may be the subject of specific formalities, or storage and retention or information provision requirements imposed by law. For example, certain insurance and credit agreements and certain contracts with consumers.
The Customer, not Linte, is responsible for determining the extent to which any such requirements apply in respect of its own business activities and as such responsible for ensuring that the Services are not used in respect of any Contracts which may not be lawfully be created, executed or stored by means of the Services.
Linte is not responsible for its customers’ use of digital signatures.
Either party may terminate this Agreement upon 30 days’ written notice.
On termination or expiry of this Agreement, Linte may destroy or otherwise dispose of any of the Customer Data (as defined in clause 10) in its possession unless Linte receives, no later than sixty days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Linte shall use reasonable commercial endeavours to deliver the back- up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination).The Customer shall pay all reasonable expenses incurred by Linte in returning or disposing of Customer Data.
After such 90-day period, the Contracts may be deleted from storage and Linte is not obligated to retrieve any further Contracts for the Customer. All sections of this Agreement which by their nature should survive termination will survive termination.
This agreement may be terminated if either Linte or its customers provide a 30 day notice. If requested, Linte may provide a backup of its customers’ data, but the request must happen within 60 days of the termination notice.
(i) reverse engineer, decompile, disassemble or otherwise 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 which forms part of, or is used in the provision the Services, documentation or data related to the Services (“Software”);
(ii) modify, translate, teach, train or create derivative works based on the Services or any Software (except to the extent expressly permitted by Linte or authorised within the Services);
(iii) access all or any part of the Services or the Software in order to build a product or service which competes with the Services;
(iv) use the Services to provide services to third parties;
(v) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the employees or agents of the Customer;
(vi) use the Services in a manner that is illegal or causes damage or injury to any person or property;
(vii) access, store, distribute or use during the course of its use of the Services any malware or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(viii) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause.
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Linte. The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, 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 such information as may be required by Linte) in order to provide the Services, including to 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) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Linte may adjust any agreed timetable or delivery schedule as reasonably necessary; and
(iv) obtain and maintain all necessary licences, consents, and permissions necessary for Linte, its contractors and agents to perform their obligations under this agreement, including providing the Services. Linte reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
Customers agree not to exploit Linte’s software technically or commercially. Customers agree to help Linte’s efforts in stopping such exploits if they are found.
Linte undertakes that the Services will be performed with reasonable skill and care. This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Linte’s instructions, or modification or alteration of the Services by any party other than Linte or Linte’s duly authorised contractors or agents.
If the Services are not provided in accordance with the Services or are not provided with reasonable skill and care, Linte will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. This constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out above in this clause.
To be clear, Linte:
(i) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free;
(ii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities;
(iii) shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer, but does not guarantee 100% availability;
(iv) does not control the content posted to or via the Services and, in particular, does not control the Customer Data and, as such, Linte does not make or give any 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.
Linte will do everything in its power to provide the best possible service, but that doesn’t mean it promises perfection.
In this clause, “Intellectual Property Rights” means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above 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 and similar or analogous rights existing under the laws of any country and all pending applications for and 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 Linte group member and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in Linte’s 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 Linte’s Intellectual Property Rights without Linte’s prior written consent. In this Agreement, Linte Content means all data, information and material owned by or licensed to Linte and comprised within the Services, but excluding Customer Data.
The Customer shall promptly bring to the attention of Linte any improper or wrongful use of any Intellectual Property Rights of Linte which comes to the Customer’s notice. The Customer shall assist Linte in taking all steps to defend Linte’s Intellectual Property Rights, but not institute legal proceedings of its own accord.
The Customer agrees that Linte and its contractors are entitled to access and use the Customer Data for the purposes of providing the Services.
Linte and/or a Linte group member shall own and retain all right, title and interest in and to:
(i) the Services and Software, all improvements, enhancements or modifications thereto;
(ii) any software, applications, inventions or other technology developed in connection with the Services;
(iii) deliverables and work product (including drafts) arising in the course of 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 from Linte to the Customer. The Customer warrants to Linte that any data it supplies to Linte will not infringe upon the intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law or regulation.
The Customer hereby grants to Linte a worldwide, non-exclusive licence to use its trade marks, logos and other necessary intellectual property in any marketing or promotional materials including, but not limited to, on Linte’s website or other medium.
The Customer shall indemnify Linte against all loss or damage that the Customer incurs or suffers, together with associated legal fees reasonably incurred by Linte, as a result of any claim by a third party that the access and use, in accordance with this Agreement, by the Customer of the Services infringes the Intellectual Property Rights of any third party.
Customers agree not to breach Linte’s intellectual property rights. If such a breach occurs, customers agree to assist Linte in stopping it.
In this Agreement, “Customer Data” means all data, information, know how, material or input uploaded to any Software or transmitted through the Services by or for the Customer and/or any Authorised User.
The Customer shall own all right, title and interest in the Customer Data as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services for the exclusive purpose of using the Services and for the duration of this Agreement. The Customer shall have sole responsibility 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 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 US.
In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Linte to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up 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 on request).
Linte shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Linte to perform services related to Customer Data maintenance and back-up).
Notwithstanding anything to the contrary, Linte and each Linte group member shall have the right to collect, use, analyse or otherwise process (as defined under Data Protection Laws) Customer Data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning Customer Data and data derived therefrom), and Linte will be free (both during and after the term of this Agreement):
(i) to use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Linte offerings;
(ii) to 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) to disclose such data to third parties solely (including a Linte group member) in aggregate form reasonably necessary for the proper performance of its business functions.
The Customer shall indemnify Linte against all loss or damage that Linte incurs or suffers however arising as a result of or in connection with the Customer’s use of Customer Data and/or any claim by a third party as a result of the Customer’s use of the Customer Data and/or the Services.
Customers own and are responsible for their data. Linte has limited rights on data collection and usage.
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 Lei Geral de Proteção de Dados Pessoais, nº 13.709/20189 (the “LGPD”) and all national legislation implementing or supplementing the foregoing, all as amended, re- enacted and/or replaced and in force from time to time;
To the extent that a party acts a data processor (“Processor”) acts on behalf the other party acting as a data controller (“Controller”) in respect of any personal data comprised in the Customer Data (“Personal Data”) are defined in the Data Protection Laws , the Processor shall ensure that:
(i) unless required to do otherwise by applicable Data Protection Laws, it shall (and shall take steps to ensure each person acting under its authority shall) process the Personal Data only on and in accordance with the Controller’s documented instructions as set out in the Data Processing Details, as updated from time to time by agreement between the parties;
(ii) persons authorised by the Processor to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
(iii) if Data Protection Laws require it, to process Personal Data other than in accordance with the Data Processing Details, it shall notify the Controller of any such requirement before processing the Personal Data (unless applicable law prohibits such information on important grounds of public interest);
(v) taking into account the nature of the processing, it shall assist the Controller by appropriate technical and organisational measures (at the Controller’s sole expense), insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the data subject’s rights laid down in the LGPD;
(vi) it shall implement and maintain the technical and organisational measures in relation to the processing of Personal Data by the Processor, as set out in the Data Processing Details, and taking into account the nature of the processing;
(vii) at the choice of the Controller, it deletes or returns all the Personal Data to the Controller after the end of the provision of Services relating to processing, and deletes existing copies unless Data Protection Laws require storage of the Personal Data;
(viii) it will contribute to audits or inspections by making available to the Customer upon request audit reports which the Controller must treat confidentially. The Processor will respond to a written security questionnaire submitted to it by the Controller provided that the Controller will not exercise this right more than once per year;
(ix) in respect of any Personal Data Breach involving Personal Data, the Processor shall, without undue delay notify the Controller of the Personal Data Breach; and provide the Controller with details of the Personal Data Breach. “Personal Data Breach” means any actual breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Personal Data;
(x) maintain complete and up to date records of processing activities carried out on the Controller’s behalf as required by the Data Protection Laws.
To the extent that Linte processes any Personal Data on the Customer’s behalf when performing its obligations under this Agreement, the Customer shall:
(i) ensure that the Customer is entitled to lawfully transfer the Relevant Personal data to Linte so that Linte may lawfully use, process and transfer the Personal Data in accordance with this Agreement on the Customer’s behalf;
(ii) ensure that the relevant third parties have been informed of, and have given their permissions or consent to, such use, processing, and transfer as required under Data Protection Laws or other applicable law;
(iii) take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage;
(iv) not instruct or request Linte (including in the Customer’s use of the Services) to undertake any processing which is not in accordance with Data Protection Laws; and
(v) notwithstanding any other indemnity provided by the Customer in connection with this Agreement, the Customer shall indemnify Linte (and each of their respective officers, employees and agents) against all losses, costs, expenses or liabilities incurred by Linte as a result of any breach of this clause.
In the event that each party acts as independent controllers, each party agrees that it shall:
(i) at all times during the term of this Agreement, comply with the Data Protection Laws;
(ii) provide reasonable assistance as is necessary to each other to:
a. enable each party to comply with any subject access requests (whether in relation to access to personal data, rectification, restrictions on processing, erasure or portability) and to respond to any other queries or complaints from their data subjects (“Data Subject Request”) in accordance with the Data Protection Laws;
b. facilitate the handling by the other party of any Personal Data Breach for which the other party is responsible as soon as reasonably practicable upon becoming aware which shall include the applicable supervisory authority and data subjects as required under the Data Protection Laws; and (ii) before such notification, each party agrees not to make any other announcement or otherwise make public any notice or information about a Personal Data Breach without the other party’s approval, where applicable; and
c. provide reasonable assistance as is necessary to the other party to respond within a reasonable time to any enquiries from the applicable supervisory authority.
The Customer shall be responsible for maintaining the security of accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer accounts with or without the Customer’s knowledge or consent.
The Customer acknowledges that it is responsible for taking back-up copies of any data and appropriate precautions to protect the Customer’s computer systems against unauthorised access. If the Customer does anything to or in relation to the Services which is a criminal offence under any law the Customer’s right to use the Services will be withdrawn immediately. Due to the nature of the Internet the Services are not guaranteed to be delivered free of all viruses and technical defects of any description.
The Customer acknowledges that the Services may enable or assist it to access the services or content of or 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 whatsoever in relation to the content or use of, or interactions with, any such third-party service.
In this clause, “Proprietary Information” means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this agreement), including all information relating to that other’s business, operations, systems, processes, products, trade secrets, know how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which:
(a) is available to the public other than because of any breach of this Agreement;
(b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or
(c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose Proprietary Information to the other. Proprietary Information of Linte includes all non-public information regarding features, functionality and performance of the Services. Proprietary Information of the Customer includes non-public data provided by the Customer to Linte (for example, the parties and content of contracts) to enable the provision of the Services.
The Receiving Party agrees:
(i) to take reasonable precautions to protect such Proprietary Information; and
(ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
The Customer agrees that Linte may issue a press release or other suitable form of publicity (including on Linte’s website or other medium) advertising that it is a customer of Linte.
Notwithstanding anything in this Agreement, Linte may use any data, input, enhancements, know how or insights provided by the Customer to develop or improve services provided by Linte to the Customer or any other customers of Linte.
Both Linte and its customers agree to maintain confidentiality of not publicly available information exchanged between them.
The Customer shall defend, indemnify and hold harmless Linte against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) Linte provides reasonable cooperation to the Customer in the defence and settlement of such claim, at the Customer’s expense; 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 Brazil patent effective as of the Effective Date, copyright, trade mark, 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 given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to Linte in the defence and settlement of such claim, at Linte’s expense; and
(c) Linte is given sole authority to defend or settle the claim.
The indemnity immediately above states the Customer’s sole and exclusive rights and remedies, and Linte’s (including Linte’s employees’, agents’ and subcontractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
Linte will help in the defense and indemnify court losses from customers in case of legal action regarding patent infringement on use of Linte’s services. Customers will help in the defense and indemnify court losses from Linte in case of legal action regarding customers’ use of Linte’s services.
(iii) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
Except as expressly and specifically provided in this Agreement:
(i) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Linte shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Linte by the Customer in connection with the Services, or any actions taken by Linte at the Customer’s direction; and
(ii) the Services are provided to the Customer on an “as is” basis.
Linte shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss 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 however arising under this agreement; and
Linte is not liable for any results, economic or otherwise, regarding its customers’ usage of Linte’s services.
This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
Each of Linte and the Customer acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
This Agreement may not be varied 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 in connection with 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 in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Linte and its customers agree that this is the default agreement between them, varied only by an eventual written contract. Linte and its customers agree to settle any disputes in Brazil.
If there is an inconsistency between any of the provisions in the main body of this Agreement, any Schedule or Scope of Work document, the provisions in 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.
Any language with the intent of facilitating comprehension (such as this very column) is not valid for interpretation of this agreement.
3. Type of Personal Data: data comprised in contracts processed via Linte, such as contact details, signatures and personal information of contract counterparties; IP addresses, geolocation information; comments and activity on contracts.
4. Categories of Data Subjects: counterparties to contracts and signatories of contracts.
5. Technical and Organisational Security measures applied to the Customer Data: as set out in Linte’s data security policy (a copy of which is available on request).
A summary of how Linte processes its customers’ data.