Terms of Service

1. Acceptance of Terms

By accessing and using Complyer.app ("Service", "Platform" or "System"), operated by CodeCortex Tecnologia Ltda. ("CodeCortex", "we", "us" or "our"), you ("User", "Customer" or "you") expressly agree to be bound by these Terms of Service, as well as our Privacy Policy. If you do not agree with any part of these terms, you should not access or use our Service.

Your continued use of the Service following any modifications to these Terms constitutes your acceptance of such modifications. We recommend that you review this page periodically to be aware of any changes.

2. Service Description

Complyer is a SaaS (Software as a Service) platform for automated compliance based on artificial intelligence that offers continuous monitoring and analysis of documents, emails, contracts and other corporate files to:

• Identify violations and non-compliance with the Brazilian General Data Protection Law (LGPD - Law No. 13.709/2018)
• Detect leaks of personal and sensitive data
• Analyze outdated or incorrect contractual clauses
• Generate automated compliance reports for audits
• Provide real-time alerts on identified risks
• Offer customized monitoring dashboards

The Service may integrate with third-party tools such as Google Workspace, Microsoft 365 and other corporate systems as per availability and contracted plan.

3. Eligibility and Registration

To use the Service, you must:

• Be at least 18 years old or of legal age in your jurisdiction
• Have the authority to bind your organization to these Terms
• Provide accurate, complete and current information during registration
• Maintain the security and confidentiality of your access credentials
• Notify us immediately of any unauthorized use of your account

You are responsible for all activities that occur under your account. We reserve the right to refuse service, terminate accounts or cancel orders at our sole discretion.

4. Plans and Payments

Complyer offers different service plans (Startups, SMEs, Enterprise) with specific features and limits. The pricing, functionality and conditions of each plan are available on our website and may be changed upon 30 days' prior notice.

Billing: Our services are billed monthly or annually, depending on the plan you choose. Payment is due at the beginning of each billing period. In the event of non-payment, we reserve the right to suspend or terminate your access to the Service.

Refunds: We offer a 14-day money-back guarantee for new customers. After this period, no refunds are offered for unused service periods, except where required by law.

Auto-Renewal: Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date.

5. Permitted Use

You agree to use the Service only for legal, legitimate purposes and in accordance with these Terms. You must not:

• Use the Service in any manner that violates any law, regulation or third-party rights
• Transmit or store material that is illegal, defamatory, obscene, fraudulent or offensive
• Attempt to gain unauthorized access to the Service, other user accounts or connected systems
• Interfere with, disrupt or overload the Service or connected servers
• Reverse engineer, decompile or disassemble any part of the Service
• Use the Service to develop competing products or services
• Remove, alter or obscure intellectual property notices
• Use bots, scrapers or other unauthorized automated tools
• Resell, sublicense or transfer your access to the Service without prior written authorization

6. Intellectual Property

The Service and all its content, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, AI algorithms, software and user interface, are the exclusive property of CodeCortex or its licensors and are protected by copyright, trademark, patent and other intellectual property laws of Brazil and internationally.

The trademarks "Complyer", "CodeCortex" and related logos are registered trademarks or service marks of CodeCortex. You may not use these trademarks without our prior written permission.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable and revocable license to access and use the Service solely for your internal business purposes.

7. User Data and Privacy

Data Ownership: You retain all ownership rights to the data, documents and information that you upload, store or process through the Service ("Customer Data").

License to Use: By using the Service, you grant us a worldwide, limited, non-exclusive and royalty-free license to access, process, store and analyze the Customer Data solely for the purpose of providing, maintaining and improving the contracted compliance services.

Data Responsibility: You are responsible for ensuring that you have all necessary rights over the Customer Data and that the processing of this data through the Service is in compliance with LGPD and other applicable laws.

Security: We implement appropriate technical and organizational measures to protect Customer Data, including encryption in transit (TLS 1.3) and at rest (AES-256). However, no method of transmission or electronic storage is 100% secure.

For more information about how we collect, use and protect your data, please see our Privacy Policy.

8. Confidentiality

Each party agrees to maintain the confidentiality of all non-public Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information, including algorithms, customer data, business strategies and pricing terms.

This obligation does not apply to information that: (a) is or becomes publicly known without breach of these Terms; (b) is legally received from third parties without a confidentiality obligation; (c) is independently developed; or (d) must be disclosed by legal requirement.

9. Warranties and Disclaimers

Limited Warranty: We warrant that the Service will function substantially as described in our official documentation. We will make commercially reasonable efforts to maintain 99.5% monthly availability (uptime), excluding scheduled maintenance.

Disclaimer of Warranties: Except for the warranties expressly stated above, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". WE DO NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR WILL MEET YOUR SPECIFIC NEEDS. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Not a Substitute for Legal Advice: The Service is a technology assistance tool and does not constitute legal advice. You should consult qualified attorneys for specific legal matters. We do not guarantee legal compliance solely through the use of the Service.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CODECORTEX, ITS DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE FOR:

• Indirect, incidental, special, consequential or punitive damages
• Loss of profits, revenues, data, use, goodwill or other intangible losses
• Damages resulting from unauthorized access, alteration or deletion of data
• Failures of third parties, including integrations with other services
• Statements or conduct of third parties on the Service
• Any other matters related to the Service

OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR USD 200.00, WHICHEVER IS GREATER.

Some jurisdictions do not permit the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Therefore, some of the limitations above may not apply to you.

11. Indemnification

You agree to indemnify, defend and hold harmless CodeCortex and its affiliates, directors, employees, agents and partners from and against any claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising from or related to:

• Your violation of these Terms or any applicable laws
• Your Customer Data or any content you submit through the Service
• Infringement of third-party rights, including intellectual property or privacy
• Unauthorized use of the Service through your account

12. Service and Terms Modifications

We reserve the right to modify, suspend or discontinue the Service (or any part thereof) at any time, with or without prior notice. We will not be liable to you or third parties for any modification, suspension or discontinuation of the Service.

We may revise these Terms from time to time. We will notify you of material changes by email (sent to the address on your account) or through a notice on the Service at least 30 days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms.

13. Termination

Termination by You: You may cancel your account at any time through account settings or by contacting us. Cancellation will take effect at the end of your current billing period.

Termination by Us: We may suspend or terminate your access to the Service immediately, without prior notice, if:

• You materially violate these Terms
• There is non-payment 15 days after the due date
• Your use creates a security or legal risk to us or other users
• We are required by law or court order

Effects of Termination: Upon termination: (a) your access to the Service will cease immediately; (b) all licenses granted to you will terminate; (c) you will pay any outstanding amounts; (d) we will delete your Customer Data within 30 days, unless required by law to retain copies.

14. LGPD Compliance

As a compliance platform, we take LGPD (Brazilian General Data Protection Law) extremely seriously. We act as a data processor under your instructions as data controller. We commit to:

• Process personal data only as per your documented instructions
• Ensure that persons authorized to process data are under confidentiality obligations
• Implement appropriate technical and organizational security measures
• Assist you in fulfilling data subject rights requests
• Assist in conducting data protection impact assessments when necessary
• Delete or return all personal data after service termination
• Provide information necessary to demonstrate compliance

15. Force Majeure

We will not be liable for delays or failures in fulfilling our obligations arising from causes beyond our reasonable control, including but not limited to: acts of God, war, terrorism, civil disturbances, governmental acts, fires, floods, earthquakes, epidemics, telecommunications failures, Internet failures or cyberattacks.

16. Export and Sanctions

The Service may be subject to Brazilian and international export control laws. You agree to comply with all export laws and will not export, re-export or transfer the Service to prohibited countries, entities or individuals.

17. Assignment

You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, without our prior written consent. We may freely assign these Terms, including in connection with a merger, acquisition or sale of assets.

18. General Provisions

Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and CodeCortex regarding your use of the Service.

Waiver: Failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Language: These Terms are written in English. Any translation is provided for convenience only. In case of conflict, the English version will prevail.

19. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil, including the Brazilian General Data Protection Law (LGPD - Law No. 13.709/2018) and the Internet Civil Rights Framework (Law No. 12.965/2014).

Any disputes arising from or related to these Terms will be submitted to the exclusive jurisdiction of the courts of the Judicial District of São Paulo, State of São Paulo, Brazil, with the parties waiving any other forum, however privileged.

20. Contact

If you have questions about these Terms of Service, requests or need to exercise your rights, please contact us: