Terms of Service

LKREBS DESENVOLVIMENTO DE SOFTWARE

Trading as Leal Labs

These terms apply to our Business plan subscription.

By signing up for a Leal Labs Subscription, you and any entity that you represent ("Customer") are unconditionally consenting to be bound by and are becoming a party to these Leal Labs Subscription Terms ("Agreement") as of the date of Customer's first access to the services (the "effective date"). Customer's continued use of the software or any services provided by LKREBS DESENVOLVIMENTO DE SOFTWARE, CNPJ 43.461.024/0001-50, trading as Leal Labs ("Leal Labs") (or one of its affiliates and/or subsidiaries), shall also constitute assent to the terms of this agreement. If these terms are considered an offer, acceptance is expressly limited to these terms. If you are executing this agreement on behalf of an organization, you represent that you have authority to do so.

1.1 Subject to the terms and conditions of this Agreement, Leal Labs hereby grants to Customer and its Affiliates a limited, non-exclusive, non-transferable, non-sublicensable license for Customer's and its Affiliates' employees and contractors to use the Leal Labs platform (the "Software") and any documentation, training materials or other materials supplied by Leal Labs (the "Other Leal Labs Materials"), solely for Customer's internal business purposes and at the level of usage for which Customer has paid Leal Labs. The Software and Other Leal Labs Materials are collectively referred to herein as the "Licensed Materials." "Affiliate" means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where "control" means the ownership of more than 50% of the voting securities in such entity. "User" means each individual end-user (person or machine) of Customer and/or its Affiliates with access to the Licensed Materials hereunder.

1.2 Subject to the terms hereof, Leal Labs will provide reasonable support to Customer for the Licensed Materials as set forth on the pricing page, for the support plan selected and paid for by Customer. Notwithstanding anything to the contrary, in the event that Customer does not reasonably comply with written specifications or instructions from Leal Labs' service engineers regarding any support issue or request, Leal Labs may terminate its support obligations to Customer with respect to such Support Issue upon fifteen (15) days' written notice if Customer does not cure such noncompliance within the notice period.

1.2.1 Leal Labs will use reasonable commercial efforts to respond to support questions by email or in-app chat. The number of support questions is not limited.

2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unlicensed person to access the Licensed Materials; use the Licensed Materials for timesharing or service bureau purposes or for any purpose other than its and its Affiliates' own internal use; use the Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Licensed Materials or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Licensed Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous, (2) impersonates any person or entity, including without limitation any employee or representative of Leal Labs, or (3) contains a virus, trojan horse, worm, time bomb, or other harmful computer code.

2.2 Customer will cooperate with Leal Labs in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Leal Labs may reasonably request. Customer will also cooperate with Leal Labs in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed Materials.

2.3 Customer will be responsible for maintaining the security of Customer's account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of Customer account with or without Customer's knowledge or consent.

3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's technology or business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Without limiting the foregoing, the Licensed Materials are Leal Labs Proprietary Information.

3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information.

3.3 Each party acknowledges and agrees that the other may suffer irreparable damage in the event of a breach of the terms of Sections 1.1, 2.1 or 3.2 of this Agreement and that such party will be entitled to seek injunctive relief (without the necessity of posting a bond) in the event of any such breach.

3.4 Both parties will have the right to disclose the existence of the relationship between the parties, but not the terms and conditions of this Agreement, unless such disclosure of the Agreement terms is approved in writing by both Parties prior to such disclosure.

4.1 Except as expressly set forth herein, Leal Labs alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Licensed Materials and any suggestions, ideas, enhancement requests, feedback, code, or other recommendations provided by Customer, its Affiliates or any third party relating to the Licensed Materials, which are hereby assigned to Leal Labs. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Licensed Materials, or any intellectual property rights.

4.2 Customer shall not remove, alter or obscure any of Leal Labs' (or its licensors') copyright notices, proprietary legends, trademark or service mark attributions, patent markings or other indicia of Leal Labs' (or its licensors') ownership or contribution from the Licensed Materials.

4.3 Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all software, information, content and data provided by or on behalf of Customer or made available or otherwise distributed through use of the Licensed Materials ("Content") and the intellectual property rights with respect to that Content. If Leal Labs receives any notice or claim that any Content, or Customer's activities hereunder, infringes or violates the rights of a third party or any applicable law or regulation (a "Claim"), Customer will indemnify, defend and hold Leal Labs harmless from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim.

4.4 Leal Labs will defend, indemnify and hold Customer harmless from liability and other amounts paid or payable to unaffiliated third parties resulting from (i) the infringement or violation of any intellectual property or proprietary rights by the Licensed Materials or (ii) the violation of applicable law or regulation by Leal Labs in performance of its obligations hereunder, provided Leal Labs is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement thereof.

5.1 Customer will pay Leal Labs the then applicable fees described on the pricing page or in an Order Form for the Licensed Materials in accordance with the terms therein (the "Fees"). If Customer's use of the Licensed Materials exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Leal Labs reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Leal Labs has billed Customer incorrectly, Customer must contact Leal Labs no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to admin@leallabs.ai.

5.2 Leal Labs may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Leal Labs according to the payment terms specified in the invoice. Unpaid amounts are subject to a finance charge of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with the Licensed Materials other than taxes based on Leal Labs' net income.

5.3 Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added taxes (IVA/ICMS), sales, GST, use or withholding taxes, assessable by any jurisdiction whatsoever in relation to your purchases under this Agreement (collectively, the "Taxes"). You are solely responsible for paying all Taxes associated with your purchases hereunder. If we have a legal obligation to pay or collect Taxes for which you are responsible for under this Clause, we shall invoice you and you shall pay that amount to us unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

5.4 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination with at least thirty (30) days notice.

6.1 This Agreement shall continue until terminated in accordance with this Section 6. Either party may terminate this Agreement upon 30 days' written notice to the other party hereto in the event that Customer has no then-current subscription with respect to the Licensed Materials.

6.2 Customer may terminate this Agreement at any time upon written notice to Leal Labs. Either party may terminate this Agreement immediately upon 30 days' written notice to the other party in the event of any material breach of this Agreement (including without limitation, any breach of Section 2.2 and/or failure to pay any amounts when due hereunder) by such party where such material breach is not cured during such notice period.

6.3 Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings (provided such proceedings are not dismissed within one hundred twenty (120) days of such institution), (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business without a successor.

6.4 Customer's rights to the Licensed Materials, and any licenses granted hereunder, shall terminate upon any termination of this Agreement. In the event that Customer terminates this Agreement pursuant to the second sentence of Section 6.2 above, Leal Labs will refund to Customer a pro-rated portion of pre-paid Fees for Services not actually received by Customer as of the date of such termination. The following Sections will survive any termination of this Agreement: 2 through 6 (except for Section 4.3), and 8 through 11.

Leal Labs represents and warrants that (i) it has all rights and licenses necessary for it to perform its obligations hereunder, and (ii) it will not knowingly include, in any Leal Labs software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, Leal Labs fails to comply with the warranty in this Section, Customer may promptly notify Leal Labs in writing of any such noncompliance. Leal Labs will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance.

EXCEPT AS EXPRESSLY STATED HEREIN, THE LICENSED MATERIALS, SOFTWARE AND LEAL LABS PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. LEAL LABS AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

EXCEPT WITH RESPECT TO BREACH(ES) OF SECTION 1.1 AND/OR 2.1, IN NO EVENT WILL EITHER PARTY OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE LICENSED MATERIALS OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, ANY DELAY OR INABILITY TO USE THE LICENSED MATERIALS OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT WITH RESPECT TO BREACH(ES) OF SECTION 1.1 AND/OR 2.1, THE TOTAL LIABILITY OF EACH PARTY AND ITS LICENSORS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (i) ONE THOUSAND DOLLARS ($1,000), OR (ii) THE FEES PAID TO LEAL LABS HEREUNDER IN ONE YEAR PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

For customers located in Brazil, the provisions of this Agreement are subject to the Brazilian Consumer Protection Code (Código de Defesa do Consumidor - CDC, Law No. 8.078/1990) where applicable. Nothing in this Agreement shall limit or exclude any rights that you may have under mandatory consumer protection laws.

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party without the other party's prior written consent, not to be unreasonably withheld or delayed; provided that either party may transfer and/or assign this Agreement to a successor in the event of a sale of all or substantially all of its business or assets to which this Agreement relates. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed or otherwise agreed to by each party, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Leal Labs will not be liable for any loss resulting from a cause over which it does not have direct control.

Customer shall ensure that any and all information or data, including without limitation, personal data, used by Customer in connection with the Agreement ("Customer Data") is collected, processed, transferred and used in full compliance with Applicable Data Protection Laws (as defined below) and that it has obtained all necessary authorizations and consents from any data subjects to process Customer Data. Customer shall adopt and maintain appropriate organizational, technical and security measures prior to any such collection, processing or transfer in order to protect against unauthorized access to or use of Customer Data. Customer shall immediately inform Leal Labs upon becoming aware of any breach within the meaning of Applicable Data Protection Law relating to Customer Data (a "Security Incident") and to cooperate with Leal Labs in any investigation thereof and in the implementation of any measures reasonably required to be taken in response thereto.

For purposes hereof: "Applicable Data Protection Laws" means any applicable laws, statutes or regulations as may be amended, extended or re-enacted from time to time which relate to personal data including without limitation (i) the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados - LGPD, Law No. 13.709/2018); (ii) the EU General Data Protection Regulation (GDPR) and any EU Member State laws implementing the GDPR; and (iii) any other applicable data protection laws in jurisdictions where the Services are used.

Last Edited: November 28, 2025

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