Terms and Conditions of Use

Definitions

1.1

“CHECKBITS”: A digital checklist technological platform, provided as Software as a Service (SaaS), developed and owned by CHECKBITS CHECKLISTS INTELIGENTES LTDA, registered under CNPJ/Tax ID No. 46.248.212/0001-93, headquartered at Rua Afrânio Peixoto, No. 1981, Bairro São José, Divinópolis-MG, CEP 35.501.284, Brazil.

1.2

“CONTRACTING PARTY”: The individual or legal entity that contracts the services of the CHECKBITS platform, responsible for the formal acceptance of this Term, for user management, and for the financial obligations arising from the contracted plan.

1.3

“USER”: Any individual authorized and registered by the CONTRACTING PARTY to use the platform, whether in the “ADMINISTRADOR” (Administrator) or “OPERACIONAL” (Operational) profile, also responsible for the formal acceptance of this term. The use of the platform by the USER is a license dependent on the contract signed by the CONTRACTING PARTY, not creating any direct cost or contractual link between the USER and CHECKBITS.

1.4

“ADMINISTRADOR” (Administrator): USER profile with management powers within the platform, responsible for the creation of checklists, approval workflows, and access management for other users linked to the CONTRACTING PARTY.

1.5

“OPERACIONAL” (Operational): USER profile intended for the execution and completion of checklists in the field.

Acceptance and Term

2.1

These Terms shall enter into force upon the electronic manifestation of acceptance by the CONTRACTING PARTY at the time of contracting and shall remain in force as long as there is an active contractual relationship.

2.2

Electronic acceptance has legal validity under Brazilian Law No. 14,063/2020 and implies full knowledge of the conditions described herein.

2.3

Prevalence of Terms: These Terms of Use and the CHECKBITS Business Proposal constitute the entire agreement between the parties, prevailing over any general terms of purchase, service orders, or standardized contracts issued by the CONTRACTING PARTY, unless there is a specific contractual amendment signed by both legal representatives with an express waiver of this clause.

Object

3.1

Scope of License: The object of this Term is to regulate the license for the use of the CHECKBITS – PREMIUM MODULE tool, including access to functionalities for creating and editing checklists, photo attachment, action plans, departmental segmentation, PDF export, and digital signatures.

3.2

Technical Evolution: The platform may evolve technically, with its functionalities being adjusted or expanded at the sole discretion of CHECKBITS, without the need for the USER's consent.

3.3

Licensing Restrictions and Economic Group Expansion: The licensing object of this Term is restricted to the specific business unit or Tax ID (CNPJ) expressly identified in the Business Proposal. The inclusion of new branches, affiliates, or other companies belonging to the CONTRACTING PARTY'S economic group shall depend on the execution of a Contractual Amendment (Addendum) with the respective adjustment of values.

License and Access

4.1

Grant of License: CHECKBITS grants the CONTRACTING PARTY a non-exclusive, temporary, and non-transferable license to use the platform, strictly limited to the validity period of the contracted plan and the terms described herein.

4.2

Access Credentials: Access to the platform is individual and shall take place via login and password exclusive to each USER. The credentials are personal and non-transferable, and it is the USER's responsibility to keep them safe and confidential. Sharing credentials is prohibited, under penalty of access blockage.

4.3

Unlimited Users: The number of USERS may be unlimited, according to the contracted plan, provided that all are directly linked to the CONTRACTING PARTY, whether they are collaborators, employees, or service providers.

4.4

Responsibility for Activity: The CONTRACTING PARTY is solely and exclusively responsible for any and all activity that occurs on the platform through the USERS linked to it. This responsibility includes, but is not limited to:

I.The management and control over who receives access credentials;

II.The monitoring of the proper use of the tool by its Users;

III.Full responsibility for any damages, losses, or misuse of the platform resulting from actions or omissions of the ADMINISTRADOR (Administrator) and OPERACIONAL (Operational) profiles under its management.

Use Limitations and Intellectual Property

5.1

Prohibited Actions: The CONTRACTING PARTY and its USERS are prohibited, by themselves or through third parties, from copying, modifying, reproducing, distributing, performing reverse engineering, decompiling, or attempting to obtain the source code of the platform, as well as creating derivative works based on the software or any of its functionalities.

5.2

Ownership Rights: The CONTRACTING PARTY and its USERS acknowledge that all intellectual property rights over the CHECKBITS platform — including source code, algorithms, programming logic, interfaces, trademarks, visual identity, and technical documentation — belong exclusively to CHECKBITS. This Term confers no ownership rights, but only a temporary license for use.

Technical Support and Maintenance

6.1

Corrective Maintenance: CHECKBITS is obligated to perform corrective maintenance of the platform, including the elimination of technical failures (bugs) that prevent the use of the contracted functionalities, provided that such failures are reproducible in a testing environment and do not result from misuse or the exclusive fault of the CONTRACTING PARTY or its USERS.

6.2

Technical Evolution: CHECKBITS may, at its sole and discretionary right, implement updates, improvements, or new functionalities on the platform aiming at the technological evolution of the software, without generating any right to compensation or the need for prior consent from the CONTRACTING PARTY.

6.3

Remote Technical Support: Technical support shall be provided exclusively remotely, observing the following response times for the initial screening (first contact):

I.Business Days (08:00 to 17:30 BRT): Up to 4 (four) hours.

II.Non-Business Days or Outside Business Hours: Up to 24 (twenty-four) hours.

III.Nature of Response: The CONTRACTING PARTY declares awareness that the response time refers to the first human contact for triage and shall not be confused with the solution time, which will depend on the complexity of the reported failure and the potential need for intervention in the source code.

6.4

Backups and Data Restoration: CHECKBITS performs daily backups for the purpose of system recovery in the event of critical failures in the platform's infrastructure. CHECKBITS is not responsible for the restoration of data accidentally deleted by the CONTRACTING PARTY or its USERS, nor for losses resulting from internet connection failures or hardware of the CONTRACTING PARTY or its USERS.

6.5

Support Exclusions: Technical support and the liability of CHECKBITS are excluded for problems resulting from:

I.Failures in the network infrastructure, internal servers, or internet connection of the CONTRACTING PARTY;

II.Malfunction of mobile devices (tablets/cell phones) or computers of the CONTRACTING PARTY or its USERS;

III.Use of the platform in disagreement with technical guidelines or by untrained persons;

IV.Integrations with third-party software not approved or not expressly authorized by CHECKBITS.

Service Level Agreement (SLA)

7.1

Definition: For the purposes of this Term, the Service Level Agreement (SLA) is defined as the indicator of technical excellence of the software under natural conditions of use. It does not represent a guarantee of 100% (one hundred percent) uninterrupted availability.

7.2

Availability Target: CHECKBITS undertakes to maintain a monthly availability SLA of 96% (ninety-six percent), provided that all conditions set forth in this Term are observed.

7.3

Prevalence of the SLA: The SLA conditions established herein prevail over any "General Purchase Conditions" or standardized contracts issued by the CONTRACTING PARTY. This is the only performance metric accepted by CHECKBITS for the purpose of software supply.

7.4

SLA Exclusions: The following events exempt CHECKBITS from the obligation to meet the established SLA, and such periods shall not be computed for measurement purposes:

I.Failure in the connection provided by a telecommunications company, without fault of CHECKBITS;

II.Lack of hardware and system maintenance or updates by the CONTRACTING PARTY;

III.Scheduled interruptions for maintenance, previously communicated, performed preferably during hours of lower usage;

IV.Technical interruptions of up to 15 (fifteen) minutes, which do not require prior communication;

V.Inadequate use or overload of servers due to poor system usage by the CONTRACTING PARTY or its USERS;

VI.Emergency interventions to protect the server against cyberattacks or security corrections;

VII.Suspensions by order of a competent authority or contractual breach by the CONTRACTING PARTY.

7.5

Service Credits: Failure to meet the SLA above the limit established in item 7.2 may generate, at CHECKBITS' discretion, service credits proportional to the period of excess unavailability, excluding any other form of compensation or industrial/commercial penalty imposed by the CONTRACTING PARTY.

7.6

Contingency Backups: CHECKBITS performs daily backups of the data hosted on its servers exclusively for platform contingency purposes, as detailed in Clause 6 of this Term.

Plans, Payments, and Adjustments

8.1

Commercial Terms: The values of the plans, billing deadlines, and payment methods are those established in the Business Proposal accepted by the CONTRACTING PARTY, which integrates this Term for all legal purposes.

8.2

Automatic Adjustment: The plan values shall be adjusted annually, automatically, by the positive variation of the IPCA/IBGE (Brazil's official inflation index) or any index that may replace it. Unless otherwise provided in the Business Proposal, all values are expressed and due in Brazilian Reais (BRL), regardless of prior notification or the execution of an amendment, to maintain the economic-financial balance of the contract.

8.3

Late Payment: Failure to pay any invoice by the due dates shall subject the CONTRACTING PARTY to the payment of a 2% (two percent) late payment fine and 1% (one percent) interest per month, calculated pro rata die, without prejudice to the suspension of services as provided for in Clause 10.

8.4

Excluded Services: Personalized services, software customizations, in-person training, or integrations with third-party systems are not included in the standard license fees and must be the subject of specific negotiation with the CHECKBITS commercial department.

Confidentiality and Data Protection (LGPD/GDPR)

9.1

Confidential Information: Any information relating to this Term, as well as contractual data concerning clients, partners, and projects, is considered confidential and may only be disclosed to third parties upon prior written authorization from the other party.

9.2

Legal Roles (Controller and Processor): The PARTIES shall treat all data and information related to this Term as confidential, pursuant to Law No. 13,709/2018 (LGPD – Brazilian General Data Protection Law), seeking alignment with international standards such as the GDPR (General Data Protection Regulation) whenever applicable. For the purposes of Art. 5 of said Law:

I.The CONTRACTING PARTY is qualified as the Controller, responsible for decisions regarding the processing of personal data;

II.CHECKBITS is qualified as the Processor (Operadora), performing the processing on behalf of and under the instructions of the Controller.

9.3

Duty of Secrecy: The PARTIES mutually commit to maintaining the secrecy of all confidential information to which they have access by reason of this Term, undertaking not to use it for purposes other than the object of this contract.

9.4

Exceptions to Confidentiality: Confidentiality obligations do not apply to the following situations:

I.Disclosure required by judicial order or competent authority;

II.Information previously published without violation of a duty of confidentiality;

III.Use by employees, consultants, or contractors of the parties, when strictly necessary and under a duty of confidentiality;

IV.Use in institutional advertising with prior authorization from the other party;

V.Information in the public domain;

VI.Mandatory presentations in bidding processes.

9.5

Breach of Confidentiality: Failure to comply with confidentiality obligations shall result in the penalties provided for in the termination clause of this Term, without prejudice to the determination of losses and damages.

9.6

Compliance Obligations: The PARTIES are obligated to act in compliance with personal data protection legislation, and shall:

I.Security: Ensure, by reasonable technical means compatible with the CHECKBITS Security Policy, the protection of any data obtained by reason of this Term;

II.Exclusive Use: Use such data exclusively for the purposes of service execution, with CHECKBITS, in its capacity as Operator, performing the processing strictly according to the instructions provided by the CONTRACTING PARTY (Controller), pursuant to Art. 39 of the LGPD;

III.Retention: Maintain the confidentiality and integrity of the data, preserving it for the time necessary to fulfill the purposes or by legal determination;

IV.Rights of Data Subjects: Guarantee to data subjects the full exercise of their rights, with the CONTRACTING PARTY (Controller) bearing the primary responsibility for the validity of the legal basis and for directly addressing requests from the data subjects.

Termination, Default, and Penalties

10.1

Suspension and Termination for Default: Default exceeding 30 (thirty) days authorizes CHECKBITS to suspend the CONTRACTING PARTY'S and its USERS' access to the platform. Should the default persist for more than 60 (sixty) days, CHECKBITS may terminate the contract by operation of law (de pleno direito).

10.2

Late Payment Penalties: Overdue amounts shall be subject to a 2% (two percent) late payment fine and 1% (one percent) interest per month.

10.3

Contracting Party-Initiated Termination: Termination at the CONTRACTING PARTY'S initiative requires a 30 (thirty) day written notice. In the absence of compliance with this notice, a compensatory fine of 20% (twenty percent) on the current monthly fee amount shall be applied.

10.4

Immediate Termination for Cause: The contract may be terminated immediately for violation of any contractual clause, unauthorized assignment of rights, declaration of bankruptcy, or proven intent (dolo) by any of the PARTIES.

10.5

Interpretation and Governing Law: In case of disagreement in the interpretation of the conditions of this Term or in situations of omission, the rules in force in Brazilian national legislation shall always be applied.

10.6

Termination Notice and Specific Penalties: Any of the PARTIES may terminate this Term upon written notice, observing the deadline and any fines for early termination or breach of loyalty provided for in the Contract or specific Business Proposal signed between the PARTIES.

10.7

Post-Termination Data Export and Deletion: Upon termination of the contractual relationship for any reason, the CONTRACTING PARTY shall have a period of 60 (sixty) days to export its data and reports from the platform. After this period, CHECKBITS may perform the definitive deletion of all information and content entered by the CONTRACTING PARTY or its USERS, except for data necessary for compliance with legal obligations or defense in court, as provided for in the Privacy Policy.

Responsibilities and Limitations

11.1

Contracting Party Responsibility: The CONTRACTING PARTY is solely and exclusively responsible for the correct use of the platform by its USERS, as well as for the veracity, integrity, and legality of all data, photos, and information entered into the system. Therefore, CHECKBITS is exempt from any liability arising from usage failures, operational errors, or the insertion of illicit or incorrect content by the CONTRACTING PARTY or its USERS, who shall be fully liable for any damages caused to third parties or to CHECKBITS itself.

11.2

Exclusion of Liability: Under no circumstances shall CHECKBITS be held liable for:

a)Indirect Damages: Loss of profits, loss of revenue, business interruption, or indirect damages of any nature;

b)Contracting Party's Infrastructure: Failures resulting from internet connection, hardware (cell phones/tablets), outdated operating systems, or misconfiguration of the CONTRACTING PARTY'S or its USERS' devices;

c)Business Decisions: Losses resulting from business decisions made by the CONTRACTING PARTY based on reports or data extracted from the platform.

11.3

"As Is" Provision: The platform is provided "as is," and CHECKBITS does not guarantee that the software will meet all the specific needs of the CONTRACTING PARTY or that it will function uninterruptedly in non-approved technological environments.

11.4

Limitation of Liability (Cap Clause): In any case of judicial conviction of CHECKBITS for proven failures in the provision of service, provided they were not originated by the CONTRACTING PARTY's misuse (as per clause 11.1), the total compensation shall be limited to the value corresponding to the sum of the last 3 (three) monthly fees paid by the CONTRACTING PARTY, a value that the PARTIES declare to be fair and sufficient for the reparation of any direct and immediate damages.

Final Provisions

12.1

Updates: This Term may be updated at any time by CHECKBITS, aiming to improve services, through prior notice on the website or directly on the platform.

12.2

Institutional Marketing: The CONTRACTING PARTY hereby authorizes CHECKBITS to use its name and logo for institutional purposes, portfolio, and exhibition of "success cases" in advertising materials and on the platform's website. The CONTRACTING PARTY may, at any time, revoke this authorization through formal written communication to CHECKBITS.

12.3

Legal Relationship: The provisions provided herein do not imply any corporate, employment, or representation bond between the PARTIES, which are independent of each other.

12.4

Non-Waiver: Any eventual tolerance by either of the PARTIES regarding the non-compliance with obligations shall not be considered a waiver of rights, nor a contractual novation.

12.5

Severability: Should any provision of this Term be considered invalid or unenforceable, the remaining clauses shall remain in force and effective.

12.6

Governing Law and Jurisdiction: This Term is governed by the laws of the Federative Republic of Brazil. To resolve any controversies arising from this instrument, the PARTIES elect the Venue of the District of Divinópolis-MG, with express waiver of any other, however privileged it may be.

12.7

Prevalent Language: This Term may be translated into other languages for the convenience of the CONTRACTING PARTY. However, in the event of any divergence, conflict of interpretation, or ambiguity between the Portuguese version and any translation, the Portuguese language version shall prevail for all legal purposes.

Questions about these Terms? Contact our team on WhatsApp at +55 (37) 99814-9301, or see our Privacy Policy for more details.