Terms of Use & General Contracting Conditions

These Terms of Use ("Terms" or "Contract") establish the binding legal, normative, and commercial conditions that govern the licensing, access, and continuous use of the ChurnDefense platform ("Platform" or "Software"), developed and commercially provided by CHURNDEFENSE TECNOLOGIA E DADOS LTDA. ("Provider").

By making the electronic acceptance (clicking "I Accept"), by creating a corporate access account, or by integrating the APIs provided into your own systems, the contracting legal entity ("Client") manifests its absolute understanding and integral agreement with all provisions established herein.

The Platform comprises an advanced suite of analytical and operational tools including: predictive user behavior analysis engines; automated payment failure recovery (dunning); orchestration of conditioned cancellation flows (offboarding); and Business Intelligence reports focused on churn mitigation.

The Provider grants the Client, conditioned on punctual payment and during the strict term of the service order, a limited, temporally revocable, non-exclusive, non-transferable use license for remote access and utilization of the Platform under the SaaS modality. Access is granted solely to support the Client's own internal commercial operations — sublicensing or white-label reselling is strictly prohibited.

The scope of the license, including API rate limits, is linked to the contracted subscription plan, which may vary based on the volume of processed active subscribers, MRR under monitoring, or other quantitative pricing metrics.

Prohibited Activities

The Client expressly agrees, under penalty of immediate termination and assessment of damages, to refrain from:

• Performing reverse engineering, decompilation, disassembly, or attempting to derive the source code of the Platform, its algorithms, or logical interfaces
• Accessing or using the Platform with intent to develop a competing software product, or copying/cloning characteristics, functions, or prediction algorithms
• Employing aggressive automated processes (bots, spiders, scrapers) for unauthorized data mining or imposing disproportionate load on the Provider's infrastructure
• Using the Platform for illicit purposes, transmission of malicious codes (malware, ransomware), financial fraud, or violations of third-party rights

The Provider shall employ best commercial and technical efforts to ensure the operational availability of the Platform (defined as uninterrupted capacity to log in and successful reception of valid API requests) during at least 99.5% of the time measured in each full calendar month.

Scheduled maintenance windows, preceded by formal notice with at least 48 hours' advance notice, are excluded from downtime calculations. Emergency hotfixes for critical security corrections (zero-day vulnerabilities) or acute database instabilities may occur without prior notification and are also excluded from the SLA calculation.

Service credits constitute the single, exhaustive, and exclusive compensatory remedy for the Client regarding any failures or unavailability of the Platform, dismissing additional claims for lost profits.

The SLA does not cover unavailability caused by: (i) failures in the Client's internal infrastructure; (ii) DDoS attacks or force majeure events; or (iii) instabilities from third-party payment gateway providers (e.g., Stripe, Iugu) connected by the Client.

Provider's Intellectual Property

The entirety of the system's infrastructure, source codes, graphical interfaces (UI/UX), trademarks, logos, documentation, APIs, proprietary methodologies, and predictive algorithmic models are the exclusive property of the Provider.

Client Data Ownership

The Client preserves and retains the original title, ownership, and full control over all transactional data ingested, configuration files, nominal client lists, and raw metadata inserted into the Platform during the execution of the service ("Client Data").

AI Disclaimer

Remuneration is priced based on the recurring subscription standard. Unless otherwise stipulated, invoices are issued recurrently and payments are due in advance at the beginning of each cycle (monthly, quarterly, or annually). Payments are non-refundable, ensuring the Client's right to infrastructure availability regardless of actual usage volume.

Default & Suspension

In the event of default exceeding 10 calendar days from the invoice due date, the Provider reserves the right to immediately suspend access to the Platform and interrupt all processing flows (including dunning), without such act constituting a breach of contract by the Provider.

Unjustified delay in payment will entail: a non-compensatory fine of 2% on the open amount, plus default interest calculated pro rata die at 1% per month.

The civil liability of the Provider shall be restricted solely to direct, material, and proven damages directly borne by the Client as a consequence of gross negligence or willful misconduct by the Provider.

The aggregate, maximum, and total liability of the Provider, in relation to any and all claims originating from these Terms, shall never exceed the total amount paid by the Client as subscription fees in the 12 (twelve) calendar months immediately preceding the generating event of the claimed damage. This limitation constitutes a core condition and essential mathematical foundation for the equitable pricing of the Platform.

This contract assumes full efficacy from the date of electronic acceptance. The term will automatically renew for successive equivalent periods unless either party provides clear manifestation of its intention not to renew with a minimum advance notice of 30 calendar days before the end of the current cycle.

Both parties reserve the right to terminate immediately in cases of: decree of judicial recovery, bankruptcy, or material violation of any provision that remains uncured within 15 days after formal notice.

Post-Termination Data Export

Upon termination, the Provider will guarantee the Client, upon express request through corporate support email within 30 business days, the full export of Client Data in a standard structured format (CSV or JSON). After the export window closes, all nominal data will be permanently and securely deleted from production databases.

Encrypted data trails pertaining to billing, audit logs, and financial information will be retained in cold archival storage as required by tax obligations and regulatory frameworks.

The Client agrees to indemnify, defend, and hold harmless the Provider, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• The Client's use of the Platform in violation of these Terms or applicable law
• The Client's processing of third-party personal data without proper legal basis or authorization
• Claims by data subjects or regulatory authorities resulting from the Client's failure to comply with LGPD, GDPR, or other applicable data protection legislation in its capacity as Controller
• Any claim by a third party arising from the Client's use of AI-generated outputs without adequate human review

These Terms are governed by the laws of the Federative Republic of Brazil. Any disputes arising from these Terms shall first be attempted to be resolved through good-faith negotiation within 30 days.

If unresolved, disputes shall be settled by binding arbitration conducted in Portuguese, in the city of São Paulo, Brazil, in accordance with the rules of the Brazil-Canada Chamber of Commerce Arbitration Centre (CAM-CCBC), or alternatively, submitted to the jurisdiction of the courts of São Paulo, SP.

The invalidity of any individual clause shall not affect the validity or enforceability of the remaining provisions.

The Provider may update these Terms to reflect changes in the Platform, applicable law, or business practices. Material changes will be notified via email at least 30 days before taking effect, with a summary of the modifications.

Continued use of the Platform after the effective date constitutes acceptance of the updated Terms. If the Client does not agree, they must discontinue use before the effective date.

If you have questions about these Terms or need to reach our legal team: