terms Of Use

Terms of Use 

Updated: May 1, 2024

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These Terms of Use and all documents referred to and incorporated herein, including the Code of Conduct, the Privacy Policy, and the Technical Specifications (hereinafter collectively referred to as “the Agreement”), govern access and use of all platforms, systems, applications, cell phone applications, and networks managed by TXR Soluções, including www.contratosdigitais.com (together, the “Site”). The following definitions apply in conjunction with other terms defined in this Agreement:

We at TXR Soluções and its current and future controlling, controlled and/or affiliated companies, as well as their respective successors, suppliers, service providers, agents, licensors, directors, advisors and employees. TXR Soluções can be contacted via email at [email protected], or as indicated on the Site.

“Platform User” means a natural person capable of entering into a legally binding contract under applicable law, who uses the Site on his/her own behalf, or as an agent of an Organization.

“Signatory User” means a natural or legal person capable of entering into a legally binding contract under applicable law, who uses the Site on his or her own behalf, or as an agent of an Organization.

“Organization” means any legal entity (such as a corporation, institution or agency), or discrete part of a legal entity (such as a profit and loss center, division or department) that uses the Site.

“You” means a User or an Organization (represented by one or more Users).

“Documents” are the files uploaded to CONTRATOSDIGITAIS.COM, such as contracts, documents, agreements, purchase orders, reports, extracts, terms, notifications, statements, articles, forms, essays, records, declarations, receipts, notices, titles, terminations, etc., which must be generated digitally, in PDF format, containing precise identification data of the signatory(ies) and the respective document, in order to comply with current legislation. MP-2200-2/2001

“Messages” are communications (other than Documents) exchanged within the Site.

“Username” means or is directly derived from the User’s full legal name. You represent, warrant and agree that the Username you select will accurately and accurately identify you.

“Individual Account” is defined in clause 2.
“Administrative Account” is defined in clause 3.
“Corporate Account” is defined in clause 4.
“Institutional Account” is defined in clause 5.
“Subscription” is defined in clause 6.

“Data” is defined in clause 7.
By using the Website or the App, you agree to these terms of use/agreement in their entirety, without any modification. If you do not agree to this Agreement, you are not authorized to access or use the Website and/or the App.

“Assinatura ContratosDigitais.com” means the ContratosDigitais.com on-demand electronic signature Service, which provides online document display, certified delivery through logs, electronic signature and storage services for eDocuments via the Internet.

“Signatory” means a person designated by an Authorized User to access and/or take actions with respect to eDocuments sent to such individuals via Assinatura ContratosDigitais.com

“System” refers to the systems and system programs, the communications and network facilities, and the hardware and equipment used by ContratosDigitais.com or its agents to make the ContratosDigitais.com Subscription service available via the Internet.

“Transaction Data” means the metadata associated with a document (such as transaction history, image hash value, method and times GMT Brazil, sender and recipient names, email addresses and signing IPs) that ContratosDigitais.com may use to generate and maintain the digital audit trail required by ContratosDigitais.com.

1. ELECTRONIC SIGNATURE SERVICE

The electronic signature service is the simplest way to collect signatures on a document without the vulnerability of a manual signature on paper. All forms of signature that use computer means to confirm the intention to sign and/or agree to a document and/or contract are electronic.

2.1 SERVICE OPERATION

The platform user who wishes to collect signatures from signatories on their documents and thus enter into commercial agreements and/or similar acts, must have all the registration data for each signatory validated through documents, thus guaranteeing the authorship of the respective signatories in the act, in addition to the due authorization and/or knowledge of the respective form of signature collection, in this case electronic with a digital certificate or token via email or WhatsApp with or without a selfie so that everything is done by mutual agreement, before the due inclusion of personal data in the respective documents, thus ensuring compliance with the LGPD (general data protection law – ACT Nº 13.709, OF AUGUST 14, 2018). After completing this step, the platform user or via API (Application Programming Interface) integration, must include one or more document(s) in PDF format and/or configure the template on the Contratosdigitais.com platform, respecting the legal rules and/or standardization and/or formalities in force for preparing documents. Exempting the Contratosdigitais.com platform from any responsibility for any participation, review, formatting and/or editing of the documents. The next step after uploading the document is to name the document on the platform, inform the deadline for signature, activate or not the notification intervals for signatories pending signatures, write a brief summary of what the document is about and carefully include the data of each signatory: Name, email, CPF and WhatsApp number, in addition to selecting the option that most closely matches the participation of each signatory(ies) in the electronic document and the method of collecting signatures (TOKEN via email, WhatsApp with or without selfie or digital certificate e-CPF or e-CNPJ). After completing all these steps, it will now be necessary to click send the document so that all signatories receive the document(s) by email or WhatsApp.

The signatory(ies) will shortly receive a notification requesting the signature of the document(s) by email. In order to access the document via email, it will be necessary to enter the first 3 digits of the CPF or the first 5 digits of the CNPJ. After checking the document and wishing to sign, it will be necessary to click on sign document and if the requested method is TOKEN via email, the system will send a 4 (four) digit code to the registered email and to finalize the signing act, it will be necessary to enter these numbers in the respective field. If the requested method is via e-CPF or e-CNPJ digital certificate, it will be necessary to click on sign with certificate, the browser will try to locate the certificate installed on the machine if it is A1 or will search for the A3 TOKEN device (If the browser does not locate the certificate installed on the machine or the TOKEN certificate, the signatory must follow the procedures guided by the certificate issuer in order to resolve this issue before trying again). If more than one certificate is located, the browser will display the basic data of the certificate where the signatory will need to select the certificate they wish to use, they will be asked for the certificate password if it is A3 and to complete the process the system will ask once again if they really wish to sign. After the signing process is successfully completed, the system will inform that after all signatories have signed, the respective copy of the document containing the respective signature proofs will be sent.

If the chosen signature method is via WhatsApp, the signatory(ies) will receive a notification on WhatsApp shortly that there is a document with their details, the name of the document, who sent it and the deadline for signing. If the information provided in the notification is correct, to view the document they need to click YES. After this, the system will deliver the respective document, where it can be checked and to sign it, all they need to do is enter their CPF number. If a selfie was requested as part of the process, just follow the instructions to obtain a valid selfie.

After the process is completed, the system cancels a stamp containing the document identification key at the bottom of each page, in addition to generating proof of signatures on an extra page attached to the document containing: Date, day and time of document completion (Brasília (Brazil) GMT -3:00), name of the document, document identification key, list of participating signatories, logs (records) of events since the creation of the process and of each signature of the signatory(ies) containing: Date, day and time of signature, name, method used, token and IP; in cases of signature by certificate, the name and/or company name, CPF or CNPJ, serial number, validity and authority that issued the digital certificate are informed in cases by email and WhatsApp number and CPF in cases of signatures via the WhatsApp application. In addition to this evidence, a 256 and 512 HASH encoding is generated to ensure that the submitted document generated was not altered at any time until its completion.

2.2 LEGAL VALIDITY OF ELECTRONIC SIGNATURES

The Contratosdigitais.com platform seeks to comply with PROVISIONAL MEASURE No. 2,200-2, OF AUGUST 24, 2001 and LAW No. 14,063, OF SEPTEMBER 23, 2020 in its entirety and deliver validation points higher than those required, to satisfy the needs of the platform’s users. MP 2200-2/2001 in Art.10 § 2º The provisions of this Provisional Measure do not prevent the use of another means of proving the authorship and integrity of documents in electronic form, including those that use certificates not issued by ICP-Brasil, as long as it is admitted by the parties as valid or accepted by the person to whom the document is opposed.

2.3 WHO IS THE SERVICE FOR?

Any natural or legal person who, after testing/validating/approving together with the parties, in addition to the administrative, technical, accounting, HR, commercial and/or legal department(s), finds that the electronic signature collection process on the Contratosdigitais.com platform meets their needs or those of the organization in terms of security, legal validity of the process and ease of use for personal, professional and/or business ambitions.

2.4 LIMITATIONS OF THE SERVICE

The services of the Contratosdigitais.com platform are limited to their responsibilities limited to processing the collection of electronic signatures via the widely publicized and respectively contracted methods available, in addition to generating proof of signatures via the technologies presented/contracted with all logs of electronic events with their authentication points and due storage for the period disclosed at the time of contracting. The Contratosdigitais.com platform is not responsible for the information and/or data of the contract/documents, divergent information and/or data entered at the time of sending via API or otherwise, services provided by third parties, breaches of contract, non-payment, challenge to evidence presented in proceedings, discussions, compensation of any amount and/or nature, financial losses, lost profits, acceptance by agencies and/or courts, agreements between the parties, lack of skills and/or technical knowledge for the proper use of the digital certificate and/or in the electronic signature process.

3. PRIVACY POLICIES AND LGPD

3.1 At ContratosDigitais.com, privacy is a priority. This Privacy Policy sets out how ContratosDigitais.com, and its group of companies (“we”, “our”, “us” or “us”) collect and use information from customers and other individuals who access or use our websites, including ContratosDigitais.com and our applications, our web client or professional client, and/or any of our other sites, products, or services that reference this Privacy Policy (the “Services”). By using our Services, you understand that we will collect and use your information as described in this Privacy Policy (collectively, “you”, “your” or “yours”).

If you or your organization has a contract with us and/or has accepted our terms of use, that contract or terms may have privacy terms that also apply to information you provide to us under the contract. Please review the terms of that contract as they may be different or more restrictive than the terms in this Privacy Policy.

This Privacy Policy does not apply to any third-party websites and applications you may use, including any that are linked from our Services. You should review the terms and policies for third-party websites and applications before clicking on any links.

ContratosDigitais.com’s main products and Services help users generate or upload documents, register signatories and/or users, send documents via the web to collect signatures, with ICP-Brasil certificate, TOKEN and/or with CPF via WhatsApp, collect data from digital or electronic transactions, such as electronically signing a contract or documents of any nature, and/or including a digital signature. As part of our Services, users ask us to collect and record information that helps the parties prove the validity of transactions. This information includes the people who are involved in the transactions and/or signatures, as well as WhatsApp number data of users and/or signatories.

3.2 We recommend that you read this Privacy Policy in its entirety to ensure that you are fully informed. All rules contained in this policy aim to help ensure the security of your data and its use, complying with the legal requirements of the BRAZILIAN GENERAL DATA PROTECTION LAW (LGPD) – Law No. 13,709/2018.

To provide and improve our Services and support advertising and marketing, we collect information about visitors to our websites, users of our Services, the devices they use, and sometimes their locations.

We collect certain information directly from you when you fill out forms such as your name, email address, industry, phone number, and/or how you heard about us. We collect other information, typically about devices, web browsers, or locations, automatically (without you having to provide it to us on a form). We may also collect information about you from other sources, such as referrals from friends, about our services, in the belief that you may be interested in our Services.

You may choose to visit our websites, take a free trial, create a free account and/or provide information to us. However, if you do not provide us with certain information, you will not be able to use some parts of our Services. For example, if you do not provide your CPF and/or CNPJ, you will not be able to contract our solutions or even inform who will be the people authorized to access the system and view the respective documents.

3.3 Information we collect from you. You provide us with information about yourself when you:

Register or log in to your account
Create, sign, or review an electronic document
Create or edit your user profile
Contact customer support
Comment on our blogs or community forums

Examples of information you provide are: name, email address, mailing address, telephone number, billing information, or electronic signature.

You also provide us with information about others when you use parts of our Services, for example when you:

Create or participate in an electronic transaction, such as as a signatory on a document
Add others as members of an existing account
Refer friends

Information We Collect Automatically. We automatically collect information from you and your devices when you use our Services, even when you visit our websites or apps without signing in. About the choices you have about what information we automatically collect.

3.4 The information we collect automatically includes:

Device, Usage and Transactional Information. We collect information about how you use our Services and the computers or other devices, such as mobile phones or tablets, you use to access our Services. Some examples include:
IP address
We may use applications to collect the precise geolocation that you allow our applications to access (typically from your mobile device)
Unique device identifiers and device attributes, such as operating system and browser type
Usage Data, such as: web log data, indicating entry and exit pages, platform type, number of clicks, domain names, landing pages, pages and content viewed and the order of those pages, time spent on particular pages, the date and time you used our Services, the frequency of your use of our Services, error logs, and other similar information
Transactional Data, such as: names and email addresses, social security numbers, WhatsApp numbers of the parties to a transaction, subject line, history of actions individuals take with the transaction (e.g., review, subscribe, enable features), and information about those individuals or their devices, such as name, email address, IP address, and authentication methods.
Cookies and Related Technologies. We may use cookies, which are text files containing small amounts of information saved on your device (“Cookies”), or related technologies, local shared objects and tracking pixels to store and collect information. We also allow others to use Cookies in connection with the Services as described below. Cookies may store your preferences, your username and help personalize advertising.
Analytics. We use services such as Google Analytics. These services use Cookies to collect usage data and help us understand how people use our Services, such as the pages they visit and for how long and the website or page they were on before coming to the ContratosDigitais.com website.
Personalized Advertising.
Ads for Other Products & Services. Third parties whose products or services are offered on our Services may place or read Cookies on your computer or other device to collect information. They do this to (I) personalize and serve ads based on information such as previous visits to our Services and other websites; and (II) report the number of ads served and responses to those ads;

Information we collect from other sources. We may collect information about you from other places, such as:

3.5 Third Party Sources. Examples of third party sources include merchants, partners, researchers, affiliates (such as companies related to ContratosDigitais.com), service providers, and others who are authorized by you to share your information with us. For example, if you register for our Services on another website, that website may provide us with information that you authorized for viewing by our business partners.
Other Customers. Other customers may provide us with your information. For example, if a customer expects you to sign an electronic document on our Services, he or she will provide us with your name and email address.
Combining information from different sources. We may combine the information we receive from other sources with the information we collect from you (or your device) and use it as described in this Privacy Policy.

Information we collect and process on behalf of customers. When our customers use our Services, we process and store certain information on their behalf as a data processor. For example, when a customer (or the customer’s Authorized Users) submits contracts or other documents for review or signature, we act as a data processor and process the documents on the customer’s behalf and in accordance with their instructions. In such cases, the customer is a data controller and is responsible for most aspects of the processing of the information. If you have any questions or concerns about how information is processed in such cases, including how to exercise your rights as a data subject, we encourage you to contact the customer and obtain the appropriate consents.

3.6 Use of Information and Access

In general, we collect, use, store, and process your information to provide our Services, to service and improve them, to develop new Services, and to promote our companies and their products and Services. Below are some examples of how we use the information we process:

Provide you with the Services and products you have requested and bill you for them
Send you records of our relationship, including for purchases or other events
Offer you special features, products, or events via email or telephone, or send you advertisements about third-party products and services that we believe may be of interest to you, given your consent
Record details about what happens to electronic documents, such as who viewed and/or signed, the devices used, and when these events occurred
Create and review data about our users and how they use our Services
Test changes to our Services and develop new features and products
Fix problems you may have with our Services, including responding to support questions or resolving disputes
Manage the Services platform, including support and security systems (Each user’s information is restricted to each sector and/or user according to the permissions granted by the security manager of Contratos Digitais / TXR Soluções, in addition to using judicious and robust access methods. We also emphasize that all security criteria used in the organization, whether in the digital and/or physical environment, are limited by physical security barriers, whether with hexadecimal passwords, protected rooms and in addition to individual contracts that govern the responsibilities and confidentiality of each employee according to the area of ​​activity.
Prevent, investigate and respond to: fraud, unauthorized access or use of our Services, violation of terms and policies, or other malicious behavior
Comply with legal obligations
Comply with legal retention periods

3.7 Other Uses. 

We may combine the information we collect (“aggregate”) or remove portions of the information (“de-identify”) to limit or avoid identifying any particular user or device in order to assist with research and advertising purposes. This Privacy Policy does not apply to our use of such aggregated or de-identified information.

We will normally collect and use information about you or others only where we have your consent to do so, where we need the information to perform our functions relating to our contract with you, or where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms. In some cases, we may have a legal obligation to collect or retain personal information or may otherwise need the personal information to protect your vital interests or those of another person. For example, where we:

We use information to create and manage a thing, we need the information to provide the related services.
We collect and record data associated with the use of a digital certificate or digital signature, we do this to comply with regulations.
We use name and email address for email marketing purposes, we do so with your consent (which you can withdraw at any time).
We collect usage data and analyze it to improve our Services, we do so based on our legitimate interest in protecting and improving our Services.

If you have questions or require further information regarding the legal basis on which we collect and use your personal information, please contact us using the contact information provided in Section 10 of this Privacy Policy.

3.8 Sharing of Information

We share information as follows:

Service Providers. We share your information with other companies that we use to support our Services. These companies provide services such as intelligent search technology, intelligent analytics, advertising, authentication systems, billing, fraud detection, and customer support. We have contracts with our service providers to protect and use your personal information appropriately.
Affiliates and/or independent consultants. We may share your information with other people and/or companies under common ownership or control with ContratosDigitais.com. These companies and/or people use your information in the manner described in this Privacy Policy.
Advertising Partners. We may share your information with sponsors of events, webinars, or sweepstakes for which you have registered and previously authorized, or other parties with whom we may engage in joint marketing activities.
Government or Public Authorities. We may share your information to comply with applicable laws, or to respond to legal process (such as a court order). We may also share your information when there is a threat to the physical safety of any person, violations of this Privacy Policy or other agreements, or to protect the legal rights of others, including our employees, users, or the public.
Business Operations. We may share your information in connection with a corporate transaction, such as a merger or sale of our assets, or as part of due diligence for such contemplated transactions. If a corporate transaction occurs, we will notify you of any changes in control of your information, as well as the choices you may have.
We may share your information in other ways if you have asked us to do so or if you have given us your consent. For example, with your consent, we publish user testimonials that may identify you.
Partners via API integration. We may share your information with API partners. These companies and/or individuals use your information in the manner described in this Privacy Policy.

Your information may also be shared as described below:

Other Users. When you authorize others to access, use, or edit content in your account, we share that content with them. For example, if you send a contract to others for review or signature, we make the content of that document available to them.
When you make a payment to another user through our Services, we share your payment method details with the third party payment processor chosen by you or another user.
Public Information.
User Generated Content. When you comment on our blogs or in our community forums, that information may also be read, collected, and used by others.

Information Retention and Security Criteria

We retain your personal information only for as long as it is necessary for the purposes for which we process it. The length of time we retain information depends on the purposes for which we collect and use it and/or as required to comply with applicable law. Where there are technical limitations preventing deletion or anonymization, we protect personal data and limit the active use of such data.

3.9 Your Choices

This section describes many of the steps you can take to change or limit the collection or use of your information.

You are not required to complete a profile. If you do, you can access and review that information. If any information is inaccurate or incomplete, you can make changes to it in your account settings.
Marketing Messages. You may opt out of receiving marketing email messages from us. You may opt out of receiving these messages by clicking the “unsubscribe” link in the email message, or unsubscribe. Please note that we may send you a message to confirm that you have opted out of receiving further messages. If you are a registered user of our Services, or if you have entered into transactions with us, we may continue to send you transactional and relationship-related messages (e.g., subscription or account notifications) after you opt out of receiving marketing messages. If you would like to add your phone number to our Telemarketing Call Blocking Registry, please contact our call center. Please include your first name, last name, company, and phone number. You may also notify us during a telemarketing call that you no longer wish to receive telemarketing calls.
Cookies and Other Related Technologies. You can reject cookies in your web browser settings. However, if you reject cookies, you may not be able to use some portions of our Services.
To exercise choices about personalized advertising, please visit the following sites (please note that you will still receive advertising, but it will no longer be personalized to you, and that ContratosDigitais.com does not control these services that are offered by third parties):
We do not recognize or respond to Do Not Track signals from web browsers.
Device and Usage Information. If you do not want us to see your device’s location, you can turn off location sharing on your device, change your device’s privacy settings, or refuse to share location in your web browser.
Closing Your Account. If you wish to close your account, please log in to your account and open a ticket requesting such action or for more information, contact our customer service center.
Complaints. We are committed to resolving all valid complaints about your privacy and our collection or use of your personal and/or business data. For questions or complaints about our data use practices or Privacy Policy, please contact us at: [email protected]

3.10 Children’s Privacy

Our Services are not designed for, and are not offered to, individuals under the age of 18. We do not knowingly collect or solicit information from minors. We do not knowingly allow minors to use our Services. If you are a minor, please do not use our Services or submit your information to us. We delete information that we become aware has been collected from a minor without verifiable parental consent.

3.11 Your Privacy Rights

By using our Services, you:

acknowledge that your information will be processed in the manner described in this Privacy Policy;
consent to having your information transferred to our affiliates and facilities throughout Brazil or elsewhere, to the facilities of the third parties with whom we share such information, as described in this Privacy Policy.

You may have certain rights relating to your personal data, subject to local data protection laws. These rights may include:

You can also request the following information: how we collect and use your information and why; the categories of personal data concerned; the categories of recipients of your personal data; how we receive your personal data; and how long we use and store your personal data or how we determine the relevant retention periods.
You also have the right to have your personal and/or business data corrected. In certain situations, you can request that we erase or cease using your information (and object to the use of your personal data) or export your data.
Where we rely on your consent to process your personal data, you have the right to refuse to give consent and/or, if you have given consent, to withdraw your consent at any time. This will not affect the lawfulness of the processing before you withdraw your consent. You can request that we cease using your information for direct marketing purposes at any time.
You may have the right to receive information regarding financial incentives we offer you. You also have the right not to be discriminated against for (as provided for by applicable law) exercising certain rights. Please be advised that your rights and choices vary depending on your location. Certain information may be excluded from such requests under applicable law. We need certain types of information so that we can provide products and/or Services to you. If you request deletion, you may no longer be able to access or use our products and/or Services. We will take reasonable steps to verify your identity.

3.12 How We Protect Your Information

To keep your information secure, we use physical, electronic, and administrative tools. We apply these tools based on the sensitivity of the information we collect, use, and store, and the current state of technology. We work to prevent unauthorized access or use of personal information. However, we cannot guarantee 100% that our systems are inviolable by criminals and malicious hackers. We store your data on several servers to prevent data and/or document loss. However, this scenario presents some risk, which is not associated with the lack of security criteria for digital contracts, but rather is due to the digital medium itself. For this reason, we cannot guarantee that the information we collect and store will always be protected from unauthorized access, or that it will be used only as described in this Privacy Policy. If any criminal activity is detected, where your data may be at risk, we will notify you through the contact channels registered on our platform, in addition to notifying the competent authorities, such as the National Agency for the Protection of Personal Data (ANPD).

3.13 Changes to this Policy

We may change this Privacy Policy to reflect changes in the law, our business, our Services, our data collection and use practices, or advances in technology. Our use of the information we collect is subject to the Privacy Policy in effect at the time such information is used. Depending on the type of change, we may notify you of the changes on this page or by email or request new consents. Please review this Privacy Policy periodically and carefully review any changes to this Privacy Policy.

(a) The Site includes an application designed to allow you to send, receive, store, access, archive, cancel, download, and manage Documents and Messages, as well as sign Documents (the “Digital Contracts Application”). TXR Soluções hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited and irrevocable right to access the Site and use the Digital Contracts Application, conditioned on your compliance with the rules set forth in the Code of Conduct. This condition does not supersede your obligation to also adhere to the provisions of all terms and conditions of this Agreement.

(b) The Site also provides access to other Digital Contracts and third-party applications. You may be required to agree to additional terms before using these other applications.

(c) The Site is provided on an “as is,” “where is,” and “where available” basis.
We reserve the right to update, change, add or remove any part of the Site at any time without prior notice. If we make any material changes to the Technical Specifications, we will notify you in the manner provided for in this Agreement.

(d) You agree to regularly check the most current versions of this Agreement at http://contratosdigitais.com. We reserve the right to update, change, add or remove any part of this Agreement, in good faith. If we make any material changes to this Agreement, the new version will be effective 30 (thirty) days after we post the new version on the website. Any use of the Website by you (or any of your representatives) after the effective date, or failure to remove your Documents and cancel your account by the effective date, will constitute agreement to the new version of this Agreement and terms of use.

BY ACCESSING, USING OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND YOU MUST DISCONTINUE USE OF THE SITE AND APPLICATION IMMEDIATELY.

4. TECHNICAL INFORMATION

INDIVIDUAL (PERSONAL) ACCOUNT
(a) A user may have only 1 (one) non-transferable individual account (“Individual Account”).
(b) Your Individual Account will be identified by your username.
(c) We reserve the right to deny a request for a new Individual Account, as well as to suspend or cancel an Individual Account for any or no reason, subject to the provisions of this Agreement.

CORPORATE ACCOUNT (BUSINESS)
(a) A “Corporate Account” is an Organization account maintained by a user. A user may operate multiple Individual Accounts.
(b) Your Corporate Account will be identified by your User Name, your corporate title, and the Organization Name. You agree to comply with the Organization’s policies and procedures relating to the Corporate Account, which shall be consistent with this Agreement.
(c) The Organization is responsible for the acts or omissions of any User operating one of its Corporate Accounts.
(d) The Administrative Account Administrator responsible for registering, administering, configuring permissions, suspending and/or terminating a Corporate Account and each user represents, warrants and agrees that (I) the User of such Corporate Account has a legal and formal relationship with the Organization (such as employment), (II) the corporate title of the User of such Corporate Account reflects legally, truthfully and appropriately the User’s position, position and authority within or in relation to the Organization, and (III) the User has all necessary rights and authority to operate such Corporate Account on behalf of the Organization.
(e) You acknowledge and agree that an Organization may (I) administer, suspend and terminate any of such Organization’s Corporate Accounts, and (II) audit and download all content of all such Organization’s Corporate Accounts, including Documents and Messages, as well as usage history, for any purpose such Organization may have, including litigation against a User.

Without limiting the foregoing, a User may terminate future use of his/her Corporate Account at any time.

4.1 SIGNATURE
(a) You acknowledge that when you click a button to sign a Document, you are (I) authorizing Contratos Digitais.com to permanently record your “Signature/Intention” in a file logically associated with that document (“Log”), and (II) agreeing that the Log (which records Signatures and other relevant information such as time, events, and internet protocol address) is exclusive and will be considered an integral part of your respective Document.

(b) By signing, you agree that your Signature signifies that (I) you have had access to, and the opportunity to examine, the Document and its contents, (II) your capacity as a signatory is accurately reflected in your Signature, and (III) you intended to sign for all purposes stated in the Document.

(c) In the case of an individual signatory, the Signature is composed of the expression “Signed” (or equivalent expression eg “Approved”, “Acknowledged”, “Signed as”), the name of signatory, email address and/ or WhatsApp number with CPF and/or Selfie and/or TOKEN code and/or e-CPF digital certificate.

(d) In the case of a Legal Entity signatory, the Signature is composed of the expression “Signed” (or equivalent expression e.g. “Approved”, “Acknowledged”, “Signed as”), the signatory’s name, email address and e-CNPJ digital certificate. 

5.AUTHENTICATION PROCEDURE

(a) The Site provides information to assist you in identifying confusion. Nevertheless, you acknowledge and agree that you have the ultimate responsibility to be diligent and verify the identity of signatories by requesting documents that prove their identity, physical and/or digital address to ensure the authorship of those with whom you exchange Messages, e-Documents, and any other information within Contratosdigitais.com (“Data”).

(b) You acknowledge and agree that the authentication procedures and security protocols described in the Technical Specifications are reasonable and adequate for your purposes when using the Website and the application, exempting the Contratosdigitais.com platform from any losses and damages due to failure to observe the appropriate use and the legal limits that allow for its due use.

(c) Provided that the Site and the Application perform substantially within the Technical Specifications as set forth in this Agreement, you acknowledge and agree that (I) you shall be deemed the source of each Document, Message and/or Signature attributed to you by the Site, and (II) you shall accept the designation by the Site of another User as the source of each Document, Message and/or Signature attributed to such User by the Site.

6.INTEGRITY

(a) You agree that you are responsible for verifying that all Documents you upload to Contratosdigitais.com are free from errors, viruses, Trojan horses or similar problems, and have been properly uploaded in a way that reflects the entire content accurately, and within your expectations.

(b) Provided that the Site operates substantially within the Technical Specifications as set forth in this Agreement, you acknowledge and agree that we use commercially reasonable security protocols (such as unique keys stamped in the footer of each page and hash functions) to safeguard the integrity of Documents and Messages that you choose to upload, sign, send, receive and/or store within the Site.

(c) Provided that the Site operates substantially within the Technical Specifications as set forth in this Agreement, you acknowledge and agree that all Documents and Messages within the Site shall be deemed to have integrity, and shall be qualified by each user/signatory as original.

7.NON-REPUDIATION

(a) Provided that the Site performs substantially within the Technical Specifications as set forth in this Agreement, you acknowledge and agree that the Site provides a reliable account of the flow, content, actions relating to the Documents and provides a degree of confidentiality, integrity, availability, and authenticity consistent with your expectations, and acceptable for your use.

(b) Considering that the Website operates substantially within the Technical Specifications as set forth in this Agreement, you acknowledge and agree that it is your responsibility to be cautious when dealing with known and/or unknown persons, requiring supporting documents regarding identity, physical or digital addresses, telephone number, among other proof, in addition to generating PDF documents within digital standards in a clear manner, containing all data of the signatories and the administrative or commercial transaction, collecting photographic evidence of inspection, witnesses, payment or deposit statements, in order to avoid repudiation of evidence that may be necessary in judicial or extrajudicial discussions.

(c) To help the parties involved in the interpretation of the provisional measure that supports the use, collection of signatures with a digital certificate or simply electronically, we suggest the creation of an extra special clause in their documents/contracts, mentioning legislation and the provisional measure, as in the example below:

“In accordance with the Civil Code, where the principle of freedom of forms of validation of legal transactions is in force, in this case, the digital contract. The parties agree and confirm the signing of this via electronic signature, with a digital certificate and/or electronic signature, in accordance with art.10 of MP 2200-2/2001 in force in Brazil. All declare and accept all the terms of this contract. In this way, they sign this document by including the unique TOKEN to be sent by the system and/or password of the digital certificate in their respective personal email, and/or CPF via personal WhatsApp. The parties also declare that they are aware that after the electronic signature, all signatories will receive the respective copies of the contract and may at any time access the digital copy of the contract at the electronic address https://app.contratosdigitais.com/validar, and thus consult the access key to be endorsed on all pages.

7.1 FREE TRIAL

The ultimate purpose of the free trial is solely to evaluate the tools and services provided. If you are taking a free trial, do not send real documents that may involve risks such as financial losses and/or damages, among others. Documents sent through free trials may or may not contain a banner that identifies the document as a test and without commercial value. If the user decides to use the free account or test document for commercial purposes, he/she declares and is aware that several paid features are limited or not released, in addition to assuming full responsibility for downloading immediately after completing the process and storing it in a safe place, and completely exempts the Contratosdigitais.com platform from any responsibility for storing, participating in and proving the process. 

8. CONSULTATION WITH

All documents successfully completed on our platform are signed with our e-CNPJ digital certificate to endorse our participation in the electronic signature collection process, ensuring that our proof of signatures is real and can be audited by anyone at any time, by submitting it to a government agency. ITI.GOV.BR. Where the same will locate the digital signature made on the proof of signatures of the documents in question, facilitating the interpretation of anyone who wishes to prove the integrity of the document.

9. TECHNICAL SPECIFICATIONS

The technical specifications for the operation of the Contratosdigitais.com system were developed for individual or organizational use in order to facilitate the process of collecting signatures from signatories through email accounts using security devices and/or the WhatsApp messaging application. You must analyze and understand whether the technical specifications meet your usage and security needs. Failure by the user to observe these specifications completely exempts TXR SOLUÇÕES from the technical procedures established herein.

Login – 
Password –
Cancellation –
Permissions –
Deadlines –
Losses – 
Deletion –
Forms –
Templates –
Tags – 
Card Payment –
​​Payment Slip – 
Logo – 
Organization Name – 
Legal Validity – 
Proof – 
Inaccessibility – 
Internet –
Token –
Signature – 
Speed ​​–
Receiving E-Mail –
E-Mail Accounts –
Free Trial –
Technical Limitations –
Inviolability
Integrity
Viruses
Harmful Action Hackers
Backups
Downloads
Sharing
Bad Faith
Billing
Tickets (Tickets)
Notifications
Responsibility Data
Responsibility Documents
Videos
Social Networks
Website Access
Payment Processing
Invoices
Account Cancellation
Document Cancellation
Guarantees

UPDATES AND COMMUNICATIONS

10. We may, from time to time, revise these Terms or additional terms and conditions and/or commercial terms that are relevant to the specific ContratosDigitais.com Service, to reflect changes in the law or the ContratosDigitais.com Services. We will post the revised terms on the Site with the date of the last update. PLEASE CHECK THE SITE REGULARLY TO OBTAIN TIMELY NOTIFICATION OF ANY REVISIONS. IF YOU CONTINUE TO USE THE CONTRATOSDIGITAIS.COM SERVICES AFTER THE REVISIONS BECOME EFFECTIVE 05 (five) DAYS AFTER THEIR PUBLICATION, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we will not be liable to you or to any third party for any modification of the Terms.

11. You agree to receive all communications, agreements and notices provided by us relating to any ContratosDigitais.com Services (“Communications”), including, but not limited to, Communications relating to our delivery of the ContratosDigitais.com Services and your purchase of packages or subscription to the ContratosDigitais.com Services, by electronic means, including email, text message and notifications in your restricted area, or by posting on the Site or through any ContratosDigitais.com Services. You agree that all Communications that we send to you electronically satisfy any legal requirement that Communications be in writing or delivered in a particular format, and you agree to keep your contact information up to date.

ADDITIONAL TERMS FOR CONTRATOSDIGITAIS.COM SERVICES

12. If you use ContratosDigitais.com, you accept all Terms and their Annexes.

RIGHTS OF USE AND ACCESS

12.1 Eligibility to Use. You represent and warrant that: (a) you are of legal age (18 years of age or older, or the age of majority in the jurisdiction in which you reside) and are able to agree to these Terms; and (b) you (or your Authorized Users, as applicable) are not, and will not be at the time of using the Site, located in, under the control of, a national of or resident in a country or territory embargoed by Brazil, nor are you an end user prohibited under the Immigration Control Laws (as defined in Section 12.3). You acknowledge that you are not authorized to use the Site if you are not able to make these representations. If ContratosDigitais.com has previously prohibited you from accessing the Site and/or the application or from using the ContratosDigitais.com Services, you are not authorized to access the Site or use the ContratosDigitais.com Services. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on behalf of the organization or entity and to bind it to these Terms (in which case, references to “you” and “your” in these Terms, except for this sentence, refer to the organization or entity).

12.2 Limited License. Upon your acceptance of these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Site for your internal business purposes and solely as expressly permitted in these Terms and any applicable paid Customer plan that permits registration of an Account to use a ContratosDigitais.com Service (“Monthly or Annual Subscription Plan and/or Single Package”), where applicable. You will not use or permit the use of the Site for any unlawful purpose or in a manner inconsistent with the provisions of these Terms. If you are or become a direct competitor of ContratosDigitais.com, you may not access or use the ContratosDigitais.com Services without the express, prior, written consent of ContratosDigitais.com, and in such case, only for the purposes authorized in writing. Except as otherwise restricted by these Terms, ContratosDigitais.com grants you a non-exclusive, non-transferable, limited permission to display, copy and download content and materials on the Site, provided that you: (a) obtain all copyright and other proprietary notices on the content and materials; (b) use them only for your personal or internal, non-commercial purposes or in accordance with any applicable Subscription Plan; and (c) do not modify them in any way. Each individual Subscription Plan includes restrictions and requirements that define the features a Customer may access. Any violation by you of the license provisions contained in this Section 3 may result in immediate termination of your right to use the Site, as well as potential liability for copyright infringement or other claims, depending on the circumstances.

13.OWNERSHIP

13.1 Intellectual Property. The Site contains materials that are proprietary and protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties.

13.1.1 The Site is also protected as a collective work or compilation by copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Site. You acknowledge that the Site contains original works that have been developed, compiled, prepared, reviewed, selected, and arranged by ContratosDigitais.com and other entities through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money, and which constitute valuable intellectual property of ContratosDigitais.com and such entities. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how and other intellectual property rights or other proprietary rights of any kind, Documentation, any improvements, design contributions or derivative works thereof, and any know-how or process relating thereto, including rights in all applications and registrations relating to the Site shall be and remain at all times between you and ContratosDigitais.com, the sole and exclusive property of ContratosDigitais.com.

13.1.2 The trademarks, logos, taglines, slogans and service marks displayed on the Site (collectively, the “Trademarks”) are registered or unregistered Trademarks of ContratosDigitais.com and others. The Trademarks may not be used generically in advertising or publicity or otherwise to indicate sponsorship or affiliation by ContratosDigitais.com with any product, service, event or organization without the express prior written permission of ContratosDigitais.com. ContratosDigitais.com acknowledges the Trademarks of other organizations for their respective products or services referenced on the Site. Any rights not expressly granted in these Terms are reserved by ContratosDigitais.com. Except as provided in these Terms or on the pages (https://ContratosDigitais.com/) incorporated herein by reference, your use of the Trademarks, or any other ContratosDigitais.com content, is strictly prohibited.

13.1.3. Copyright. ContratosDigitais.com respects copyright laws and expects its users to do the same. If you believe that any content or material on the Site infringes your copyright, please notify us as indicated in our Policy.

14.2 Restrictions on use of the System. The System available for download through the Site or third-party websites or applications (the “System”) is the work of ContratosDigitais.com or third-party suppliers and is protected by copyright. Use of the System is governed by these Terms. Unauthorized reproduction or distribution of the System is expressly prohibited by law and may result in civil and criminal penalties. Violators may be prosecuted.

13.3 Content and Submissions/User Content not related to eDocuments – SEE Privacy Policy

13.3.1 Submissions. The Site or the ContratosDigitais.com Services may permit you to submit, post, upload or otherwise make available (collectively, “Post”) content, such as questions, public messages, ideas, product feedback, comments and other content (collectively, “User Content”) that may or may not be available for viewing by other users. If you Post User Content, unless otherwise indicated by us, you grant us a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy and display such User Content throughout the world and in any form, media or technology now known or later developed. You also permit any other user to view, copy, access, store or reproduce such User Content for that user’s personal use. You grant us the right to use the name and other information about you that you submit in connection with such User Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you Post; (b) the User Content that you Post is true and accurate; and (c) the use of the User Content that you Post will not violate these Terms or any applicable laws. For the avoidance of doubt, User Content does not include any documents, such as contracts, disclosures, or notices that you deposit with the ContratosDigitais.com service for processing (“eDocuments”).

13.3.2 Screening and Removal. You acknowledge and agree that ContratosDigitais.com and its designees may or may not, in ContratosDigitais.com’s sole discretion, pre-screen User Content before it is publicly displayed on the Site or the ContratosDigitais.com Services, but that ContratosDigitais.com has no obligation to do so. You further acknowledge and agree that ContratosDigitais.com reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any User Content that is submitted to the Site or the ContratosDigitais.com Services. Without limiting the foregoing, ContratosDigitais.com and its designees shall have the right to remove or terminate your use of our services that violates these Terms or is otherwise objectionable in ContratosDigitais.com’s sole discretion. You acknowledge and agree that ContratosDigitais.com does not verify, adopt, ratify or sanction the content/tenor of negotiations, and you agree that you must evaluate and assume all risks associated with your misuse of the signature collection services.

14.1 RESTRICTIONS ON USE OF THE SITE

By using the Site, including any ContratosDigitais.com Service, you specifically agree not to engage in any activity or transmit any information that is, in our sole discretion:

Is illegal or violates any federal, state or local law or regulation;
Promotes illegal activities or discusses illegal activities with the intent to commit them;
Infringes on any third party’s rights, including, without limitation, any right of privacy, right of publicity, copyright, trademark, patent, trade secret or other proprietary or intellectual property rights;
Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hateful, violent or promoting violence, inflammatory or otherwise objectionable;
Interferes with any other person’s use and enjoyment of the Services;
Attempts to impersonate any person or entity;
Is commercial in a manner that violates these Terms, including, without limitation, using the Site for spam, surveys, contests, pyramid schemes or other advertising materials;
Falsely state, misrepresent or conceal your affiliation with another person or entity;
Access or use another user’s account without permission;
Distribute computer viruses or other code, files or programs that interrupt, destroy or limit the functionality of any computer system or hardware or electronic communications equipment;
Interfere with, disrupt, disable, overburden or destroy the functionality or use of any features of the Site, or the servers or networks connected to the Site, or any of the ContratosDigitais.com Services;
Hack or access without permission our proprietary or confidential records, those of another user or those of any person;
Improperly solicit personal or sensitive information from other users, including without limitation, address, credit card or bank account information, or passwords;
Decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Site, except as expressly authorized in these Terms or by law and only to the extent permitted by applicable law, without consent;
Remove, circumvent, disable, damage, or otherwise interfere with security-related features or features that enforce limitations on use of the Site;
Use automated or manual means to violate the restrictions in robot exclusion headers on the Site, if any, or bypass or circumvent other measures employed to prevent or limit access, for example, through practices such as “screen scraping,” “database scraping,” or any other activity for the purpose of obtaining lists of users or other information;
Modify, copy, scrape, crawl, display, distribute, publish, license, sell, rent, lease, loan, transfer, or otherwise commercialize any materials or content on the Site;
Use the Services for benchmarking or to compile information for a product or service;
Download (except through page caching necessary for personal use, or unless expressly authorized in these Terms), distribute, publish, transmit, perform, reproduce, disseminate, duplicate, upload, license, create derivative works of, or offer for sale any content or other information contained on or obtained from or through the Site or ContratosDigitais.com Services, by any means, except as provided in these Terms or with ContratosDigitais.com’s prior written consent; or
Attempt to perform any of the above activities.

If you believe that there is content on the Site that violates the above restrictions, please contact us: [email protected]).

14.2 Additionally, Customers must not carry out the following activities, nor allow others to carry them out, in relation to ContratosDigitais.com Services, without due authorization and/or a specific contract:

Use the ContratosDigitais.com Services or allow access to them in a manner that circumvents contractual usage restrictions or exceeds the authorized usage or usage metrics set forth in these Terms, any applicable Subscription Plan or the ContratosDigitais.com Fair Use Policy);
License, sublicense, sell, resell, rent, lease, transfer, distribute, time share or otherwise make available any portion of the ContratosDigitais.com Services or the then-current technical and functional documentation of ContratosDigitais.com (“Documentation”) for access by third parties, except as otherwise expressly provided in these Terms; or
Access or use the ContratosDigitais.com Services or the Documentation for the purpose of developing and operating products or services to offer them to third parties in competition with the ContratosDigitais.com Services or to allow access to a direct competitor of ContratosDigitais.com.

14.3 You may not frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. You may create links to the Site, provided that you acknowledge and agree not to create links to the Site from any website that contains any topic, name, material or information that is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful, or that violates any intellectual property, proprietary, privacy or publicity right. Any violation of this provision may, in our sole discretion, result in the termination of your use of and access to the Site, effective immediately.

15. You acknowledge that we have no obligation to monitor your – and anyone else’s – access to or use of the Site for violations of these Terms, nor to review or edit any content. However, we have the right to do so for the purposes of operating and improving the Site (including without limitation for fraud prevention, risk assessment, research and customer support purposes, analytics and advertising), to ascertain your compliance with these Terms and to comply with applicable law or court, administrative or governmental order or requirement.

PRIVACY – GENERAL DATA PROTECTION LAW – LGPD Law No. 13,709/2018 (SEE Privacy Policy)

16.1 ContratosDigitais.com Privacy Policy You acknowledge that, except as described in these Terms or the applicable Corporate Terms, the information you provide to us or that we collect will be used and protected as described in the Privacy Policy). Please read the Privacy Policy carefully.

16.2 Access and Disclosure. We may access, maintain or share any of your information when we have a good faith belief that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g., a subpoena or other legal process). We may also share your information in situations involving potential threats to the physical safety of any person, violations of ContratosDigitais.com’s Privacy Policy or our terms or user agreements; or to respond to claims of violation of third party rights; and/or to protect the rights, property and safety of ContratosDigitais.com, our employees, users or the public. This may involve sharing your information with law enforcement, government agencies, courts and/or other organizations.

SPECIFIC TERMS OF CONTRATOSDIGITAIS.COM SERVICES

17.1 Right to Use ContratosDigitais.com Services. Subject to these Terms, ContratosDigitais.com will provide the ContratosDigitais.com Services to Customers in accordance with each Customer’s Subscription Plan or standalone package purchased, and ContratosDigitais.com grants each Customer a limited, non-exclusive, non-transferable right and license, during the Term, solely for its internal business purposes and in accordance with the Documentation, to: (a) use the ContratosDigitais.com Services; (b) implement, configure and, through its Account Administrator, permit its Authorized Users to access and use the ContratosDigitais.com Services up to any applicable limits or maximums; and (c) access and use the Documentation.

17.1.1 Authorized Users. Authorized Users of Customer must be identified by a unique email address and username, and two or more individuals and/or legal entities may not use the ContratosDigitais.com Services as the same Authorized User. If the Authorized User is not an employee of Customer, use of the ContratosDigitais.com Services will be permitted only if the user is under confidentiality and other obligations to Customer that are at least as restrictive as these Terms and is accessing or using the ContratosDigitais.com Services solely to support Customer’s internal business purposes.

17.1.2 Account Administrator. Customer may designate and expressly authorize an Authorized User(s) as its agent to manage Customer’s Account, and management of Customer’s Account includes, without limitation, configuring administration settings, assigning access and usage authorizations, requesting additional or other services, providing usage and performance records, managing templates, executing approved campaigns and events, assisting with third party product integrations, and accepting notices, disclosures, and terms and conditions (“Account Administrator”). Customer may designate an employee or third party business partner or subcontractor to serve as its Account Administrator(s) and may change this assignment at any time through its Account.

17.1.3 Process of generating, sending documents, collecting signatures and receipts (logs)

The generation and/or upload process is the responsibility of each user, and Contratosdigitais.com/TXR Soluções is not aware of the content, robustness and respective use of each document processed by our platforms.

Our servers record each step taken by the user of each account from the moment the login and password data are entered, with each user being responsible for this confidential information. From that moment on, the system records the inclusion of a new document and generates a non-sequential identification key for each document and the inclusion after checking and identifying the signatories and their respective data, such as name, CPF/CNPJ, email, responsibility for the document (the identification of the identity of the signatories is exclusive to the client/subscriber and/or contractor of the services of Contratosdigitais.com), excluding any responsibility of the Contratosdigitais.com platform, this obligation), selects the chosen signature method, which can be via token in the email, WhatsApp phone number or through the ICP-BRASIL digital certificate, in addition to entering a signature deadline. After this inclusion process is complete, the system sends the original document to each signatory and each user must sign after carefully analyzing the document, using the method registered by the user/client/subscriber. To ensure the integrity of the document, we use HASH 256 and HASH 512 technology. No document may have its content changed after it has been sent, in compliance with MP 2200-2/2001 and thus ensuring integrity. It is only possible to change the email, WhatsApp number and/or the signature method. If the user changes any of these data, the system records the changes made in the respective receipts. To conclude the process, when all signatories have signed the document, it will be finalized and the respective signature receipt will be generated and sent to each signatory automatically, containing all the LOGS and records of each signature, date, time, and/or IP and/or token, general completion date of the document, serial number stamped on all pages and/or WhatsApp number and/or HASH code.

Documents completed through our platform can be shared via email, WhatsApp and/or checked on our public platform for their validity and/or checked with the INSTITUTO DE TECHNOLOGIA DA INFORMAÇÃO (ITI.gov.br).

TXR Soluções/contratosdigitais.com, through these terms of use, does not participate in disputes and/or judgments on the merits, limiting itself only to providing information registered on our servers, if requested by active users and/or courts. Each client is free to evaluate the use and security of the digital process and thus decide whether or not to use it in their daily business, assuming all risks inherent to their decision. TXR Soluções is limited to being a tool to facilitate the delivery of documents and collection of signatures quickly in the digital environment.

By accepting these terms of use, users declare that they will carry out or have carried out all usability tests and that by using the free trial period or after purchasing, they agree with the operation and security devices and proof of signatures made available by the platform, with no right to any claim and/or compensation for losses and damages.

17.2.PAYMENT TERMS (MONTHLY, ANNUAL PLANS or ONE-TIME PURCHASES)

17.2.1 Monthly or annual Plans, prices, commercial conditions and features are limited to the monthly or annual period and their Service options. ContratosDigitais.com will deliver the Subscription Plan/franchise selected for the month or franchise contracted for the year, as well as any changes instigated by the Customer. ContratosDigitais.com does not guarantee or declare that a specific Subscription Plan and/or package will be offered indefinitely, and reserves the right to change the prices or features and options of a specific Subscription Plan and/or package without prior notice.

SEE PLANS

17.2.2 Plans/deductibles may be purchased by individuals or legal entities, limiting their use only to the monthly or annual document allowance contracted. The allowance for each package must be used within the 30-day or 365-day limit, respectively. Only individual purchases of credits and/or documents will not expire. There will be no refund or bonus for packages/deductibles not used in full within the time limits established in each package/dealer. The contracting party accepts these conditions and declares to be in agreement with these terms of use. Each platform functionality will be released according to the respective contracted plan.

The Client will pay TXR Soluções, at the time of contracting, the amounts corresponding to the chosen subscription or desired document allowance and all fees associated with their subscription plan and/or package/allowance, which may be via recurring or installment payment slip or credit card. The plans, packages and/or contracts, electronic signatures are unlimited via email and/or with a digital certificate. In the event of cancellation of any ongoing process, for whatever reason, the document allowance will be credited. Except for credits used for sending/collecting via WhatsApp.

Anyone wishing to collect signatures via the WhatsApp application must purchase/have credits available in their account, proportional to the number of signatories who will sign each document/contract/term/agreement via the WhatsApp application. One (1) credit is charged for each signatory, and in the event of errors, withdrawal, regret and/or cancellation, the credits cannot be reused. The credits have an indefinite validity. In cases of account cancellation or termination of activities, under no circumstances will there be a refund of unused credits.

Subscriptions, plans, and packages are limited to email subscriptions. By signing this contract, the contracting party authorizes monthly or annual recurrence on their credit card or monthly generation of invoices corresponding to their contract. CUSTOMER PAYMENTS ARE NON-REFUNDABLE UNLESS EXPRESSLY PROVIDED FOR IN THESE TERMS. Billings for subscription plans contracted or excess consumption beyond the allowance will be sent to the customer via email up to 5 (five) days before the due date and must be paid by the due date. If the due payment is not made by the due date, the subscriber’s account will be blocked on our platform. All documents will remain archived and available, only the features and allowances will be blocked until the due renewal is detected in our system.

17.2.3 Recurring Charges. When you sign up for a monthly Subscription Plan, you must accurately and completely provide a valid payment method that you are authorized to use. You will be billed for your Subscription Plan either through the payment method you provided, such as a credit card, or through an intermediary provider such as Pagar.me, Iugu, iTunes, Google Play, Paypal, Stripe or a similar app store (“App Store”).

(a) You are responsible for paying the amount due to TXR Soluções as well as applicable taxes within the appropriate period.

(b) If you choose to use a credit card, you authorize TXR Soluções or its designee to charge your credit card for the amount due and applicable taxes. Each time you use the Site, you reaffirm that we are authorized to charge your credit card. You are solely responsible for any and all fees charged to your credit card by your card issuer. You agree to notify us of any billing problems or discrepancies within sixty (60) days of the date they first appear on your statement.

Customer must notify ContratosDIGITAIS.COM immediately of any change in its billing address and must update its Account when there are changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, CUSTOMER AUTHORIZES CONTRATOSDIGITAIS.COM OR A CONTRATOSDIGITAIS.COM AGENT TO DEBIT, FROM ITS PAYMENT METHOD, ON A RECURRING BASIS (E.G., MONTHLY OR ANNUALLY) (“AUTHORIZATION”) AN AMOUNT FOR: (a) APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CUSTOMER’S USE OF THE CONTRATOSDIGITAIS.COM SERVICES. The Authorization continues during the applicable Subscription Term and any Renewal Term (as defined in Section 8.2.3 below) until Customer cancels as set forth in Section 8.2 of these Terms.

17.2.4 Late Payment Charges, Collection Costs and/or Blocks. In special cases where it is agreed that payment will be made after use, and ContratosDigitais.com does not receive payment through the agreed payment method, Customer agrees to pay all amounts due upon demand. The amount not paid by the due date will be subject to PARTIAL AND/OR TOTAL BLOCK and finance charges equivalent to 3% of the unpaid balance per month or the maximum rate permitted by applicable law, whichever is lower, determined and compounded daily from the due date to the date of payment. Customer will reimburse any costs or expenses (including, without limitation, attorneys’ fees in the order of 15%) incurred by ContratosDigitais.com to collect the amount that was not paid when due. ContratosDigitais.com may accept payment of any amount, without this affecting ContratosDigitais.com’s right to receive the remaining amount due or to pursue any other right. Amounts owed to ContratosDigitais.com may not, for any reason, be withheld or offset by the Customer, for any reason, against amounts owed or allegedly owed by ContratosDigitais.com.

17.2.5 Invoices. ContratosDigitais.com will provide billing and usage information in the format we choose, which we may change from time to time. ContratosDigitais.com reserves the right to correct any errors or mistakes it discovers, even if ContratosDigitais.com has already issued an invoice or received payment. Customer agrees to notify us of any billing issues or discrepancies within 30 (thirty) days after they first appear on the invoice. If Customer does not bring such issues/discrepancies to our attention within 30 (thirty) days, Customer agrees that it waives its right to dispute such issues or discrepancies.

17.2.6 Collection Cycles. The dates referring to the recurrence of monthly or annual plans, or the end of the term of each separate package, are in accordance with the date the contract was signed. When a billing cycle covers less or more than a full month, we may make reasonable adjustments and/or prorations. You agree that we may (at our discretion) accumulate charges incurred during a billing cycle and submit them as one or more aggregate charges during or at the end of a cycle, and that we may delay obtaining authorization or payment from the Customer’s payment card issuer or the App Store until the accumulated charge(s) has been sent.

17.2.7 Benefits Programs. You may receive or be eligible for certain pricing structures, discounts, features, promotions, and other benefits (collectively, “Benefits”) through a corporate or government agreement with us (“Corporate Terms”). Such Benefits are provided solely as a result of the applicable Corporate Terms, and may be modified or terminated without notice. If you use the DigitalContracts.com Services and a corporate or government entity pays your charges or is otherwise responsible for your charges, you authorize us to share your account information with such entity and/or its authorized agents. If you are enrolled in a Subscription Plan or receive certain Benefits under Corporate Terms with us, but are responsible for your own charges, you authorize us to share account information sufficient to verify that you continue to be eligible for such Benefits and the Subscription Plan.

17.2.8 Tax Liability. All payments required by these Terms are exclusive of all taxes, duties, fees, penalties or other similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), service taxes, contributions, commercial taxes, service fees and other similar transactional taxes imposed by any jurisdiction, as well as interest and penalties thereon, excluding taxes based on ContratosDigitais.com’s net revenue (collectively, “Taxes”). Customer shall be responsible for and bear all Taxes relating to its purchase, payment, access to or use of ContratosDigitais.com Services. Where ContratosDigitais.com is responsible for remitting Taxes, the Taxes shall be added to the payment and payable to ContratosDigitais.com along with the payment. Taxes will not be deducted from payments to ContratosDigitais.com unless required by law, in which case Customer shall increase the amount payable, as necessary, so that, after making all required deductions and withholdings, ContratosDigitais.com receives and retains (free of Taxes) an amount equal to the amount it would have received had such deductions or withholdings not been made. Customer hereby represents that ContratosDigitais.com may rely on the name and address set forth in its Subscription Plan registration as representing the place of supply for sales tax purposes. ContratosDigitais.com’s and Customer’s obligations under this Section 7.2.8 (Tax Liability) shall survive any termination or expiration of these Terms.

17.2.9 Intermediary Billing Provider. If your Subscription Plan is based on an intermediary billing provider, your intermediary provider will automatically charge your App Store account each month for the cost of your Subscription Plan and applicable taxes. If you are not current on your Subscription Plan payments, we reserve the right to terminate your account, suspend your access to your Subscription Plan, or convert your Subscription Plan subscription to a non-subscription account. You will be responsible for paying all past due amounts.

17.3 Free Trial and Special Offers for ContratosDigitais.com Services.

  If you register for a free account and/or trial, promotional offer or other limited offer for use of the ContratosDigitais.com Services (“Free Account”), additional terms and conditions may be presented to you during registration for the Free Trial, and such terms and conditions are incorporated into these Terms by reference and are legally binding. This Section 7.1 (Free Account and Special Offers for ContratosDigitais.com Services) supersedes and applies notwithstanding any conflicting provisions regarding access to and use of a Free Trial.

17.3.2 ContrasDigitais.com reserves the right to reduce the duration of a trial period and/or reduce deductibles and/or terminate it without prior notification.

17.3.3 The version of the ContrasDigitais.com Services that is available for Free Trial/Free Account may not include or allow access to all features or functions. ANY DATA THE CUSTOMER ENTERS INTO THE CONTRATOSDIGIAIS.COM SERVICES AND ANY SETTINGS MADE BY OR FOR A CUSTOMER DURING THE FREE TRIAL MAY BE LOST PERMANENTLY AT THE END OF THE TRIAL PERIOD, UNLESS THE CUSTOMER: (a) PURCHASES A SUBSCRIPTION PLAN FROM THE CONTRATOSDIGIAIS.COM SERVICES THAT HAVE EQUIVALENT OR GREATER COVERAGE THAN THE EVALUATION; OR (b) EXPORT SUCH DATA BEFORE THE END OF THE EVALUATION PERIOD.

17.3.4 Notwithstanding any other provision in these Terms, including, without limitation, the warranties described in the clauses referring to (Warranties and Disclaimers) or any service-specific terms and conditions applicable to a specific ContractsDigitais.com Service, including appendices and attachments that may accompany these terms (“Service Attachment”), during a Free Trial (Clause 7.1) or, the ContrasDigitais.com Services are provided.

17.4 Data.

7.4.1 Data in General. You will be responsible for the data you provide or use on the ContratosDigitais.com Services. You are solely responsible for determining whether the ContratosDigitais.com Services are suitable for your company or organization and for complying with all regulations, laws or conventions applicable to the data you provide and your use of the ContratosDigitais.com Services and the Site.

17.4.2 Personal Data. Customer certifies that its collection and use of information or personal data provided during the use of the Site is in accordance with all applicable data protection laws, rules and regulations. Customer and its Authorized Users declare that they are aware that ContratosDigitais.com may process such personal data in accordance with the Privacy Policy.

17.5 Customer Guarantees.

Customer hereby represents and warrants to ContrasDigitais.com that: (a) it has all necessary rights and authority to use the ContrasDigitais.com Services under these Terms and to grant all applicable rights hereunder; (b) you are responsible for all use of the ContrasDigitais.com Services associated with your Account; (c) you are solely responsible for maintaining the confidentiality of your Account names and password(s); (d) immediately notify ContrasDigitais.com of any unauthorized use of the Customer’s Account that it becomes aware of; (e) agree that ContrasDigitais.com will not be responsible for losses arising from the use of the Customer’s Account by third parties, regardless of whether such use takes place with or without knowledge and/or consent; (f) you will use the ContrasDigitais.com Services only for legal purposes and in accordance with these Terms; (g) any information you provide to ContrasDigitais.com will be true, accurate and correct; and (h) will not attempt to gain unauthorized access to the ContractsDigitais.com System or Services or other accounts, computer systems or networks under the control or responsibility of ContrasDigitais.com through hacking, cracking, password mining or any other means unauthorized.

17.6 Confidentiality

17.6.1 Confidential Information. “Confidential Information” means (a) for ContrasDigitais.com, the ContrasDigitais.com Services and the Documentation; (b) for Customer, Customer Data; (c) any other information of a party that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure (and in the case of disclosure orally, summarized in writing within thirty (30) days of initial disclosure and delivered to the Recipient), or that due to the nature of the information, the Recipient clearly understands that it is confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms, and any addendum or annex thereto, between the parties. Confidential Information shall not include any information that: (i) was or becomes generally known to the public through no fault or breach of these Terms by the Recipient; (ii) was in the Recipient’s rightful possession at the time of disclosure without restrictions on use or disclosure; (iii) was independently developed by the Recipient without use of the disclosing party’s Confidential Information; or (iv) was lawfully obtained by the Recipient from a third party that was not subject to a duty of confidentiality and without restrictions on use or disclosure. All information provided to ContrasDigitais.com that is not Confidential Information will be treated in accordance with the Privacy Policy

17.6.2 Restricted and Undisclosed Use. During and after the Subscription Term, the party receiving Confidential Information (“Recipient”) shall: (a) use the other party’s Confidential Information only for the purposes for which it was provided; (b) not disclose such Confidential Information to any third party, except to the extent necessary for its attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. Notwithstanding the foregoing, Customer expressly authorizes ContratosDigitais.com to use and process Customer Data as described in ContratosDigitais.com’s Privacy Policy which sets forth, but is not limited to, the delivery of eDocuments as indicated by Customer’s use of the ContratosDigitais.com Services and the sharing of Transaction Data (as defined in the Subscription Annex) with persons who are authorized to view, approve or sign eDocuments created by Customer.

17.6.3 Required Disclosure. If ContratosDigitais.com is required by law to disclose Confidential Information, ContratosDigitais.com will promptly notify Customer in writing before disclosing it, unless prohibited from doing so by legal or administrative process, and will assist Customer in obtaining, where reasonably available, an order protecting Confidential Information from public disclosure.

17.6.4 Ownership. Notwithstanding any other provision in these Terms, ContratosDigitais.com acknowledges that, as between the parties, all Confidential Information it receives from Customer, including all copies thereof in the possession or control of Recipient, in any media, is proprietary and the exclusive property of Customer. Nothing in these Terms grants ContratosDigitais.com any right, title or interest in or to any Confidential Information of Customer. The incorporation by ContratosDigitais.com of the disclosing party’s Confidential Information into its own materials will not render the Confidential Information non-confidential.

TERM AND TERMINATION

18.1 Termination – Site Visitors. A Site Visitor may terminate his/her use of the Site at any time by ceasing to use the Site. ContratosDigitais.com may terminate your use of the Site and deny you access to the Site in our sole discretion for any or no reason, including for violation of these Terms.

18.2 Term and Termination – Customers.

8.2.1 Suspension of Access to ContrasDigitais.com Services. ContractsDigitais.com may suspend any use of the ContractsDigitais.com Services, remove any content, or deactivate or terminate any Account or Authorized User that ContractsDigitais.com reasonably believes, in good faith, to be violating these Terms.

DigitalContracts.com will use commercially reasonable efforts to notify you prior to such suspension or disabling, unless DigitalContracts.com reasonably believes that: (a) they are prohibited from doing so under applicable law or due to legal process, such as processes, orders, warrants and the like from a court or government administrative agency; or (b) it is necessary to postpone notification to avoid imminent harm to the ContractsDigitais.com Services or third parties. In circumstances where notification is delayed, ContrasDigitais.com will provide notification if and when the restrictions listed in the previous sentence no longer apply.

18.2.2 Term. The term of these Terms (“Term”), with respect to the ContrasDigitais.com Services, will begin on the date that the Customer accepts them and continues until the Customer’s Subscription Plan expires or their use of the ContrasDigitais.com Services is terminated (including due to termination in accordance with this Clause 8.2), whichever is later.

18.2.3 Subscription Term and Automatic Renewals. ContratosDigitais.com Subscription Plans automatically renew unless otherwise stated. If you purchase a Subscription Plan, you agree to pay the then-current applicable fees associated with the Subscription Plan and further agree and acknowledge that the Subscription Plan will automatically renew unless, prior to the end of the then-current Subscription Plan term (“Subscription Term”): (a) you terminate your Account; (b) you set your Account to not auto-renew by logging into the ContratosDigitais.com Services or by contacting us here: ([email protected]); (c) ContratosDigitais.com refuses to renew your Subscription Plan; or (d) these Terms are otherwise properly terminated as provided herein. The Subscription Plan will automatically renew monthly or annually, depending on the method chosen by you (“Term Renewal”).

Promotional codes may only be used during the first year of your Subscription. If you purchased your Subscription Plan with a promotional code, you will be charged the full annual amount each time your Subscription Plan renews. If your Subscription Plan is terminated for any reason, and you purchase another Subscription Plan, you will not be eligible to use a promotional code.

We reserve the right to modify, terminate or otherwise change the fees and features associated with your Subscription Plan. We may also recommend that you purchase a new Subscription Plan that is comparable to your previous Subscription Plan that is ending. Before we change the then-current fees and charges, or add new fees and charges, we will provide you with at least thirty (30) days’ notice. We will provide you with at least thirty (30) days’ notice, and your continued use of the ContratosDigitais.com Services after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue your subscription with the new fees or features, you may terminate your Subscription Plan as described in Section 8.2.4. If you accept the new Subscription Plan, its terms and conditions, together with these Terms, will apply at the Renewal Term and thereafter.

18.2.4 Termination by Customer. You may terminate your Account at any time. If you wish to terminate, you must notify us in advance: ([email protected]). 

18.2.5 Default; Termination by ContrasDigitais.com. A Customer will be in default under these Terms if: (a) it fails to timely pay any amount due to us or an Affiliate of ours; (b) he or an Authorized User associated with his Account violates any provision of these Terms or violates any published policy applicable to the ContractsDigitais.com Services; (c) he is or becomes subject to any proceedings under the Bankruptcy Code or similar laws; or (d) if, in our sole discretion, we believe that continued use of the ContractsDigitais.com Services by the Customer (or its Authorized Users or signatories) poses a legal risk to ContrasDigitais.com or poses a threat to security of the ContrasDigitais.com Services or the customers of ContrasDigitais.com. If a Customer is in default, we may, without notice: (i) suspend their Account and their use of the ContrasDigitais.com Services; (ii) close your Account; (iii) charge reactivation fees to reactivate your Account; and (iv) pursue any other remedy that is available. An “Affiliate” of ContrasDigitais.com means any legal entity that is owned by ContrasDigitais.com, Inc., that is the owner of ContrasDigitais.com, Inc., or that is under common control with ContrasDigitais.com Inc. An “Affiliate” of Customer means any legal entity that is owned by Customer, owned by Customer or under common control with Customer. “Control” and “being an owner” means having more than 50% ownership of a legal entity or the right to direct the management of the entity.

18.2.6 Effect of Termination. If these Terms expire or are terminated for any reason: (a) the Customer will pay to ContrasDigitais.com any amounts that have previously accrued and that remain outstanding as of the date of termination or expiration, including amounts relating to the billing cycle in which termination occurs; (b) any and all liabilities of Customer to ContrasDigitais.com that accrued prior to the effective date of expiration or termination will survive; (c) licenses and rights of use granted to the Customer relating to the Website and the ContractsDigitais.com Services and intellectual property will be terminated immediately; (d) ContrasDigitais.com’s obligation to provide other services to the Customer under these Terms will be terminated immediately, except for any services that must expressly be provided after the expiration or termination of these Terms; and (e) the provisions of Clause 3 (Use and Access Rights), Clause 4 (Ownership), Clause 5.3 (Restrictions on Use of the Site), Clause 5.4 (Compliance with Terms), Clause 6 (Privacy), Clause 7.2 .2 (No Refunds), Clause 7.2.7 (Benefit Programs), Clause 7.2.8 (Tax Responsibility); Clause 7.3 (Free Trials and Special Offers for ContrasDigitais.com Services), Clause 7.4 (Data), Clause 7.6 (Confidentiality), Clause 8.2.6 (Effect of Termination), Clause 9 (Warranties and Disclaimers), Clause 10 (Obligations of Indemnity), Clause 11 (Limitations of Liability) and Clause 12 (General) will survive, as well as provisions intended to survive under the Service Annexes and annexes and Appendices to these Terms.

19. WARRANTIES AND DISCLAIMERS

The Contratosdigitais.com services, documentation and website are provided “as is” and “as available”. Your use of the Contratosdigitais.com services, documentation and website is at your sole risk. Contratosdigitais.com and its directors, employees, members, shareholders, agents, affiliates, subsidiaries and licensors (“Contratosdigitais.com Parties”): (a) make no additional representations or warranties of any kind, whether express, implied (in fact or by operation of law) or statutory, as to any subject matter; (b) expressly disclaim the implied warranties of merchantability, fitness for a particular purpose, quality, accuracy and title; and (c) do not warrant that the Contratosdigitais.com services, documentation or website are or will be error-free, will meet your requirements, will be delivered on time or will be secure. You will be solely responsible for any damages arising from the use of the Contratosdigitais.com services, documentation or website.

20. INDEMNIFICATION OBLIGATIONS.

You will defend, indemnify, and hold us and our Affiliates, directors, officers, employees, suppliers, consultants, and agents harmless from and against any and all third party claims, liabilities, damages, and costs (including, without limitation, attorneys’ fees) arising out of or relating to, as applicable,: (a) your access to and use of the Site; (b) violation of these Terms by you, or your Account Administrator(s) or Authorized Users, as applicable; (c) violation by you of the intellectual property rights or other rights of any person or entity; (d) the nature and content of all Customer Data processed by the ContratosDigitais.com Services; or (e) any products or services purchased or obtained by you in connection with the Site.

21. ContratosDigitais.com reserves the exclusive right to settle, adjust and pay, without your prior consent, any and all claims or actions brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any matter in which we are named as a defendant and/or in which you have indemnification obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

(a) You acknowledge and agree that the disclaimer of warranties, limitation of liability, and exclusion of damages in this Agreement constitute a fundamental element of our business model and pricing model. This Site would not be available without these limitations.

(b) you hereby represent that you are fully informed and understand all provisions of this Agreement. you acknowledge and agree that you are solely responsible for determining whether your use of the Site is appropriate and sufficient for your intended purposes. you assume any risks associated with your use of the Site, including the lack of evidentiary value of certain documents or messages in certain jurisdictions, and with respect to certain persons or objects. TXR Solutions hereby disclaims any responsibility for ensuring that documents or messages are valid, have evidentiary value, or are enforceable under the laws of any jurisdiction. if you wish to verify the validity or enforceability of any document you intend to execute under TXR Solutions, then you should obtain appropriate legal advice from a qualified attorney.

(c) except as provided in this Agreement, we do not pre-screen, monitor, or edit the content of any document or message. We have no control over the quality, security, legality, truthfulness, or accuracy of documents or messages, or any other content submitted by you. Nevertheless, you acknowledge and agree that we may take any action we deem necessary or advisable to comply with legal process or official request (such as an administrative or court order, subpoena, or any other legal process). If we do so, we will notify you before proceeding (provided it is lawful and not contrary to our interests) so that you may raise any objections to which you may be entitled and/or so that you may timely obtain a court order to prevent us from having to respond to the request.

(d) the technical specifications tell you the procedures we use for the website. we will endeavour to comply with such specifications.
however, we make no warranties, express, implied or otherwise, and we accept no liability for any functions not set out in such specifications. we exclude any and all warranties, conditions and/or obligations, including in relation to website errors and/or interruption. you acknowledge and agree that the operation of the website may be impaired by a number of factors.

(e) TXR Soluções does not provide Internet access, and is not responsible for paying fees associated with establishing or maintaining access. TXR Soluções cannot be held responsible for acts of third parties, including delays caused by factors such as Internet network outages and Internet network congestion.

(f) TXR soluções is not a witness, guarantor, or party to any contract, agreement, business, or any other type of relationship formalized in a document or message, and will not have any responsibility of any nature with respect to the validity, performance, result or viability of that document or message.

(g) in no event shall TXR Soluções be liable for the failure or inability of a party to electronically sign any document and/or for any loss or damage thereof. If any law, rule, contract or other obligation requires compliance with certain conditions or disclosure of certain information regarding an electronic document, electronic message, or electronic signature (collectively, “Items”) that are not contemplated or effected by the Site, you agree not to use the Site for such Items. The Site does not purport to comply with all conditions that may be applicable to your specific Items. You are responsible for determining the Items for which the Site is appropriate.

(h) TXR Solutions shall have no liability of any nature whatsoever with respect to any dispute between any parties to a contract that has been signed within TXR Solutions. Without limiting the generality of the foregoing, TXR Solutions shall have no obligation to provide customer support with respect to the performance by any party of any contract entered into within TXR Solutions. Furthermore, TXR Solutions shall have no obligation to facilitate or mediate any dispute between users and/or organizations.

(i) although we take steps that we believe are reasonable to protect and prevent unauthorized access to your data (in accordance with technical specifications), we cannot be responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied or otherwise, that we will prevent unauthorized access to your data, including your private information. you acknowledge and accept that there are certain ways in which the privacy of your data may be compromised, including unauthorized access to documents, messages, and credit card information. if you access our website from a shared computer or a computer in an internet café, certain information about you, such as your login name, may also be visible to others using the computer after you or alongside you.

(j) we will not be liable for any loss you may suffer as a result of someone else using your account, either with or without your knowledge. You may be held liable for losses suffered by txr Soluções, or any user or organization, due to someone else using your account.

(k) you acknowledge that under no circumstances shall we be liable for any claims, losses or damages arising out of or relating to: (i) your use of the Website, or your inability to use the Website, (ii) unauthorized access to the Website or unauthorized use of the Website and/or the Data, (iii) your use of equipment, browser and communication systems to access or use the Website, (iv) bugs, viruses, Trojan horses or similar problems which may be transmitted to or through the Website, and (v) your failure to comply with any provisions of this Agreement.

(l) you acknowledge and agree that in no event shall we be liable to you or any third party for any consequential, incidental, indirect, special, punitive, punitive or other loss or damage of any nature whatsoever, including for loss of business opportunity, profits, privacy, data (personal or professional), business interruption, computer failure, loss of business information, or other similar loss or damage, other than for damages not excluded above, arising solely from our failure to comply with the provisions of this agreement. Without prejudice to the limitations set forth above, txr soluções’s total liability for any claim, loss or damage – arising out of or relating to this agreement, the site, or us, regardless of the forum and whether the claim or action is based on contract, tort or otherwise – shall in no event exceed (i) in the case of an individual account, an amount equal to 6 (six) months’ payment under the highest price plan available for an individual account, or (ii) in the case of a corporate account, the total amount paid by the organization for that corporate account during the 6 (six) months prior to the date of the fact or act giving rise to the claim, loss or damage. the exclusions and limitations of damages set forth above will apply even if any remedy fails of its essential purpose.

(m) you agree to hold TXR Solutions harmless from and against any claim, demand, loss, damage and/or expense (including costs of investigation, defense, reasonable attorneys’ fees, and costs of litigation and litigation) arising out of or relating to any breach by you of this Agreement, any law, regulation, or any third party right.

GENERAL TERMS

22.1 Third Party Content. We may provide, or third parties may provide, links to other third party websites, services or resources that are beyond our control. We make no warranty about the quality, suitability, functionality or legality of any third party content to which links are provided, and you hereby waive any claim you may have against us with respect to such services. CONTRATOSDIGITAIS.COM IS NOT RESPONSIBLE FOR CONTENT ON THE INTERNET OR ON WEB PAGES LOCATED OFF THE SITE OR IN POSTINGS OF USER CONTENT. Your correspondence or business dealings with, and participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or links to third-party websites or resources on the Site.

22.2 Relationship. At all times, you and ContratosDigitais.com will be independent contractors and will not be agents or representatives of the other party. These Terms are not intended to create a joint venture, partnership or franchise relationship between the parties. Entities that are not parties hereto do not benefit from and cannot enforce these Terms. There are no third party beneficiaries to these Terms. You shall not represent to anyone that you are an agent of ContratosDigitais.com or that you are otherwise authorized to bind or commit ContratosDigitais.com in any manner without ContratosDigitais.com’s prior written consent.

22.3 Assignment. You may not assign your rights or obligations under these Terms without ContratosDigitais.com’s prior written consent. If consent is granted, these Terms will be binding on your successors and assigns. Any attempt to transfer your rights, duties or obligations under these Terms is void except as expressly provided in these Terms. ContratosDigitais.com may freely assign ContratosDigitais.com’s rights, duties and obligations under these Terms.

22.4 Notices. Unless otherwise authorized in these Terms, any notice required or permitted in connection with the ContratosDigitais.com Services will be effective only if in writing and sent using: (a) ContratosDigitais.com Services; (b) certified or registered mail; or (c) insured carrier, to the appropriate party, at the address set forth in Customer’s registration information, or on the Site to ContratosDigitais.com, with a copy, in the case of ContratosDigitais.com, to [email protected]. Customer or ContratosDigitais.com may change the address for receiving notices by notifying the other party in accordance with this Section 12. Notices will be deemed given upon receipt, in the case of delivery by ContratosDigitais.com Services; 2 (two) business days after the date of mailing;

22.5 Force Majeure. Except for any payment obligations, neither you nor ContratosDigitais.com will be liable for any failure to perform an obligation under these Terms where such failure is caused by force majeure (including acts of God, natural disasters, war, civil insurrection, action by a governmental entity, strike or other causes beyond the reasonable control of the party). The party affected by the force majeure event will notify the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed by reason of force majeure will be performed as soon as reasonably practicable after the force majeure event is complete.

   ADDITIONAL LIMITATIONS ON USE AND CUSTOMER RESPONSIBILITIES

23.1 The provision of ContratosDigitais.com by ContratosDigitais.com is subject to the Customer’s knowledge and agreement of the following provisions:

(a) ContratosDigitais.com facilitates the execution of eDocuments between the parties to such eDocuments. Nothing in this Service Schedule shall be construed to make ContratosDigitais.com a party to any eDocument processed through electronic Signature, and ContratosDigitais.com makes no warranties or representations regarding transactions entered into through any eDocument;

(b) As between ContratosDigitais.com and Customer, Customer retains sole control over and responsibility for the content, quality and format of any eDocument. Without limiting the foregoing, all eDocuments, together with all messages included within a PDF or otherwise, stored in the System by ContratosDigitais.com are maintained in encrypted format, and ContratosDigitais.com has no control or access over such content, except to the extent that access is requested in writing and made available by Customer to ContratosDigitais.com;

(c) Certain types of contracts and documents may be exempted from electronic signature laws (e.g., wills and family law agreements), or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. DigitalContracts.com is not responsible for determining whether any particular eDocument (i) is subject to an exception to applicable electronic signature laws; or is subject to specific agency enactments; or may be legally formed by electronic signatures;

(d) ContratosDigitais.com is not responsible for determining the period of time that contracts, documents or other records must be maintained or stored pursuant to applicable laws and regulations or judicial or administrative proceedings. Furthermore, ContratosDigitais.com is not responsible for producing any of Customer’s eDocuments or other documents to any third party;

(e) Certain consumer protection or similar laws or regulations may apply special requirements to electronic transactions involving one or more “consumers,” such as (without limitation) requiring the consumer to consent to the method of contracting and/or requiring the consumer to be given a copy of, or access to a copy of, the written record of the transaction in paper or other non-electronic form. ContratosDigitais.com does not and is not responsible for: (i) determining whether or not a particular transaction involves a “consumer”; (ii) granting or obtaining any such consents or determining whether such consents have been revoked; (iii) providing any information or disclosures in connection with an attempt to obtain such consents; (iv) legally reviewing, updating or correcting any information or disclosures currently or previously provided; (v) providing such copies or access except as expressly provided in the Documentation for all transactions, whether consumer or non-consumer; or (vi) complying with such special requirements;

(f) Customer undertakes to determine whether any “consumer” is involved in an eDocument submitted for processing by its Authorized Users and, if so, to comply with all requirements imposed by law on such eDocuments or their formation.

(g) Customer agrees that its designated Account Administrator(s) have the authority to provide to ContratosDigitais.com and accept from ContratosDigitais.com any necessary authorizations, requests or consents on Customer’s behalf with respect to Customer’s Account; and

(h) Customer agrees that it is solely responsible for the accuracy and adequacy of instructions given by it and its personnel to ContratosDigitais.com regarding the Services, including, without limitation, instructions through its Account as given by the designated Account Administrator. 2.2 Subscription Plans purchased from ContratosDigitais.com may not be used in conjunction with ContratosDigitais.com APIs and are available for use with a limited number of integrations.

      STORAGE TIME, DELETION OF eDOCUMENTS AND INACTIVE ACCOUNTS

24.1 Shipping and Storage.

During the term of the subscription plans, ContratosDigitais.com will send and store eDocuments in accordance with these Terms.

It is agreed that the storage of documents is limited to 24 months in active and inactive accounts. Therefore, the user is aware that he/she must download, save and store electronic documents in a safe place before the deadline. If he/she chooses to keep the documents stored on the servers of Contratosdigitais.com for a period longer than that described above, he/she must purchase the extra storage service, available through annual allowances starting from 200mb to 10gb.

Free Trial / Free Accounts, it is agreed that the storage of documents is limited to 60 days. Therefore, the user is aware that he/she must download, save and store electronic documents in a safe place before the deadline.

24.2 Incomplete eDocuments. ContratosDigitais.com may, at its sole discretion, delete incomplete eDocuments from the System, and without notice, upon: (a) the expiration of the 60-day signature period. ContratosDigitais.com assumes no responsibility for a party’s failure or inability to electronically sign any eDocuments within such time period.

  INFORMATION AND PERSONAL DATA SECURITY

25.1 Customer Responsibilities. ContrasDigitais.com offers the Customer some features and functionalities that the Customer may choose to use, including the ability to cancel eDocuments in the System that have not yet been finalized. If it has already been completed, it will be necessary to send another document canceling the one already signed (DISTRACTION). The Customer is responsible for properly: (a) configuring ContrasDigitais.com; (b) use and enforce the controls available relating to ContrasDigitais.com (including security controls); and (c) take such measures as the Customer deems necessary, in accordance with the functionality of ContrasDigitais.com, in order to maintain the appropriate security, protection, deletion and backup of Document Data, which includes controlling access management and credentials of Authorized Users to ContrasDigitais.com, control the Customer Data that is Processed by ContrasDigitais.com and control the archiving or cancellation of eDocuments in the System.

25.2 Information Security. ContratosDigitais.com will take commercially reasonable technical and organizational measures to prevent unlawful or unauthorized access, use, alteration or disclosure of Customer Data, in accordance with our privacy policies.

ACCOUNTS AND ORGANIZATIONAL ADMINISTRATION

26.1 Each Account is associated with a single email address. If the domain of the primary email address associated with an Account is owned by a company or other organization (“Entity”) and has been assigned to Customer as an employee, subcontractor or member of the entity, such as [email protected] or [email protected](“Entity Email Address”), Customer will grant that Entity and its Account Administrator(s) permission to: (a) identify Accounts created with an Email Address of the Entity; and (b) restrict or terminate access to an Account created and/or folders created on the platform with an Entity Email Address. The Customer acknowledges and agrees that ContrasDigitais.com may assist the Entity in such administration.

27. General Provisions

(a) Interpretation: Unless otherwise clearly intended, words denoting the singular also include the plural and vice versa when the context requires. The word “including” and its derivatives shall be deemed to be followed by the expression “but not limited to.” What constitutes a “material change” shall be determined by us in good faith, using common sense, and in a reasonable manner.

(b) No Legal Advice: No part of this Site or this Agreement is intended to or should be considered to be legal advice. Neither TXR Soluções nor any of its content providers will be responsible for any errors or omissions in content, or for any actions taken in reliance on content.

(c) Intellectual Property Rights: All media, systems, text, images, graphics, user interfaces, music, video, photographs, trademarks, brands, logos, artwork, technology and other intellectual property on the Site are and will remain the exclusive property of TXR Soluções or its licensors. Use of any of this intellectual property without the express written consent of TXR Soluções is strictly prohibited.

(d) Suggestion: Any feedback, suggestion, or comment transmitted by you regarding our Website/APP will be considered royalty-free, voluntary, non-confidential and non-exclusive. We will be free to use such feedback, suggestion or comment as we see fit and without any obligation (monetary or otherwise) to you.
(e) Assignment: TXR Soluções may freely assign or transfer any or all of its rights and obligations described in this term/agreement without your consent and without notice to you.

TXR Soluções may use a subcontractor or other third party to carry out its duties under this Agreement provided that TXR Soluções remains responsible for all its obligations under this Agreement. You may not assign this Agreement or any of your rights or obligations hereunder without the prior written consent of TXR solutions.

(f) Notifications: Where we may or are required under this Terms of Use/Agreement to notify you, you agree that we may notify you by placing a banner on the TXR Soluções App, by posting an announcement through your feed. We may also, at our sole discretion, communicate with you by other means, including email, social media, mobile phone, or mail. You may contact TXR Soluções by Message, or as indicated on our homepage.

(g) Severability: If any provision of this Agreement is declared and held by any court to be unenforceable or invalid: (i) the validity of the remaining parts, terms or provisions will not be affected by such determination; (ii) the unenforceable or invalid part, term or provision will not be considered part of this Agreement; and (iii) such court may replace it with a provision that is legal, enforceable and as consistent as possible with the intentions of the original provision, provided that the replacement provision preserves the original risk allocation of this Agreement.

(h) Waiver: Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or any subsequent breach, whether similar or dissimilar.

ContratosDigitais.com / TXR Solutions