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

“USER” or “CONTRACTING PARTY”: The individual or legal entity that contracts the services of the CHECKBITS platform and accesses its functionalities upon acceptance of these Terms.

1.3

“ADMINISTRADOR” (Administrator): A user profile with management powers within the platform, responsible for creating checklists, approval workflows, and managing access for other users.

1.4

“OPERACIONAL” (Operational): A 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 USER 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 USER, 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 purpose of these Terms 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 is subject to continuous technical evolution, and its functionalities may be adjusted or expanded at the exclusive discretion of CHECKBITS, without the need for prior consent or notification to the USER.

3.3

Licensing Restrictions and Economic Group Expansion: The license granted herein is strictly 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 USER’S economic group shall depend on the execution of a Contractual Amendment (Addendum) and the respective adjustment of commercial values.

License and Access

4.1

Grant of License: CHECKBITS grants the USER a non-exclusive, temporary, and non-transferable license of use, strictly limited to the term of the contracted plan.

4.2

Access Credentials: Access to the platform shall be granted via login and password, which are for personal and non-transferable use. Sharing of credentials is strictly prohibited and may result in access blocking and legal sanctions.

4.3

Unlimited Users: The number of users may be unlimited, provided they are directly linked to the USER or to service providers previously authorized by CHECKBITS.

4.4

Responsibility for Credentials: The USER is solely responsible for the custody, secrecy, and management of the access credentials (logins and passwords) of its employees and service providers. The USER is fully liable for any misuse or actions performed through the ADMINISTRADOR (Administrator) and OPERACIONAL (Operational) profiles within the platform.

Use Limitations and Intellectual Property

5.1

Prohibited Actions: The USER is prohibited, by itself 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 USER acknowledges 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. These Terms do not grant any ownership rights to the USER, but only a temporary license of use.

Technical Support and Maintenance

6.1

Corrective Maintenance: CHECKBITS is committed to performing corrective maintenance of the platform, encompassing 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 USER.

6.2

Technical Evolution: CHECKBITS may, at its exclusive and discretionary right, implement updates, improvements, or new functionalities in the platform aiming at the technological evolution of the software. Such actions shall not generate any right to indemnity or the need for prior consent from the USER.

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 AM to 08:00 PM BRT): Up to 4 (four) hours.

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

III.Nature of Response: The USER acknowledges that the response time refers to the first human contact for screening and shall not be confused with the final resolution 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 exclusively for system recovery purposes in the event of critical failures in the platform's infrastructure. CHECKBITS is not responsible for the restoration of data accidentally deleted by the USER, nor for losses resulting from failures in the USER's internet connection or hardware.

6.5

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

I.Failures in the USER'S network infrastructure, internal servers, or internet connection;

II.Malfunction of the USER’S mobile devices (tablets/smartphones) or computers;

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

IV.Integrations with third-party software that have not been certified or expressly authorized by CHECKBITS.

Service Level Agreement (SLA)

7.1

Definition: For the purposes of these Terms, 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 commits to maintaining a monthly availability SLA of 96% (ninety-six percent), provided that all conditions set forth in these Terms are observed.

7.3

Prevalence of the SLA (Blindage Clause): The SLA conditions established herein prevail over any "General Terms of Purchase" or standardized contracts issued by the USER. 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 calculated for performance assessment purposes:

I.Connectivity failures provided by telecommunications companies, without fault of CHECKBITS;

II.Lack of maintenance or failure to update hardware and systems by the USER;

III.Scheduled maintenance interruptions, previously communicated, preferably performed during low-usage hours;

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

V.Inadequate use or server overload caused by improper system utilization;

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

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

7.5

Service Credits: Any failure to meet the SLA below the limit set in item 7.2 may generate, at the discretion of CHECKBITS, service credits proportional to the excess downtime period. This excludes any other form of indemnity or industrial/commercial penalty imposed by the USER.

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 these Terms.

Plans, Payments, and Adjustments

8.1

Commercial Terms: Plan values, billing cycles, and payment methods are those established in the Business Proposal accepted by the USER, which is an integral part of these Terms for all legal purposes.

8.2

Automatic Adjustment: 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 notice or contractual amendment, to maintain the economic-financial balance of the contract.

8.3

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

8.4

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

Confidentiality and Data Protection (LGPD/GDPR)

9.1

Confidential Information: Any information relating to these Terms, 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 these Terms 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 the law:

The USER is qualified as the Controller, responsible for decisions regarding the processing of personal data;

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 these Terms, 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:

Disclosure required by court order or competent authority;

Information previously published without breach of a duty of secrecy;

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

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

Public domain information;

Mandatory submissions 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 these Terms, without prejudice to the assessment of losses and damages.

9.6

Compliance Obligations: The PARTIES undertake to act in accordance with personal data protection legislation, and shall:

Security: Ensure, through reasonable technical means compatible with CHECKBITS’ Security Policy, the protection of any data obtained under these Terms;

Exclusive Use: Use such data exclusively for the execution of the service. CHECKBITS, as the Processor, shall perform the processing strictly according to the instructions provided by the USER (Controller), in compliance with Article 39 of the LGPD;

Retention: Maintain the confidentiality and integrity of the data, preserving it for the time necessary to fulfill the purposes or as required by law;

Rights of Data Subjects: Guarantee data subjects the full exercise of their rights. The USER (Controller) bears primary responsibility for the validity of the legal basis and for directly responding to requests from data subjects.

Termination, Default, and Penalties

10.1

Suspension and Termination for Default: Payment default exceeding 30 (thirty) days authorizes CHECKBITS to suspend the USER'S 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: Late payments shall be subject to a late payment penalty of 2% (two percent) and interest of 1% (one percent) per month.

10.3

USER-Initiated Termination: Termination at the USER’S initiative requires a prior written notice of 30 (thirty) days. Failure to comply with this notice period shall result in a compensatory fine of 20% (twenty percent) of the current monthly fee.

10.4

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

10.5

Interpretation and Governing Law: In case of divergence in the interpretation of these Terms or in situations of omission, the current rules of Brazilian national legislation shall always apply.

10.6

Termination Notice and Specific Penalties: Either PARTY may terminate these Terms through prior written notice, observing the notice periods and any penalties for early termination or breach of loyalty provided for in the specific Contract or Business Proposal executed between the PARTIES.

10.7

Post-Termination Data Export and Deletion: Upon termination of the contractual relationship for any reason, the USER 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 inserted by the USER, except for data necessary for compliance with legal obligations or defense in court, as provided in the Privacy Policy.

Responsibilities and Limitations

11.1

USER Responsibility: The USER is solely and exclusively responsible for the correct utilization of the platform, as well as for the veracity, integrity, and legality of all data, photos, and information inserted into the system. The USER shall be fully liable for any damage caused to third parties or to CHECKBITS arising from the generated content.

11.2

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

a)Indirect Damages: Lost profits (lucros cessantes), loss of revenue, business interruption, or indirect damages of any nature;

b)USER Infrastructure: Failures arising from internet connections, hardware (smartphones/tablets), outdated operating systems, or misconfiguration of the USER'S devices;

c)Business Decisions: Losses resulting from decisions made by the USER 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 specific needs of the USER or that it will function uninterruptedly in non-certified technological environments.

11.4

Limitation of Liability (Cap Clause): In any event of judicial condemnation of CHECKBITS for proven failures in service provision, the total indemnity shall be limited to the amount corresponding to the sum of the last 3 (three) monthly fees paid by the USER. The PARTIES declare this amount to be fair and sufficient for the reparation of any direct and immediate damages.

Final Provisions

12.1

Updates: These Terms may be updated at any time by CHECKBITS to improve services, provided that prior notice is given on the website or directly within the platform.

12.2

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

12.3

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

12.4

Non-Waiver: Any tolerance by either PARTY regarding the breach of obligations shall not be considered a waiver of rights nor a contractual novation.

12.5

Severability: Should any provision of these Terms be considered invalid or unenforceable, the remaining clauses shall remain in full force and effect.

12.6

Governing Law and Jurisdiction: These Terms are governed by the laws of the Federative Republic of Brazil. To resolve any controversies arising from this instrument, the PARTIES elect the Comarca of Divinópolis-MG as the sole competent forum, with the express waiver of any other, however privileged it may be.

12.7

Prevalent Language: These Terms may be translated into other languages for the USER'S convenience. 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.