This is a convenience translation; the Portuguese version prevails. Read the Portuguese version.

Terms of Use (EULA)

Version 1.0 — last updated: July 13, 2026

By clicking "I have read and agree", or by using the platform, you declare that you have read, understood and fully accepted the terms below, including Clause 6 (Price Adjustment).

1. Definitions

1.1. CONTRACTOR / LAYERDESK: LayerDesk Tecnologia Ltda, headquartered at Rua Frei Vicente Salvador, 267, casa 2, Curitiba/PR, ZIP 81530-360, operator of the LayerDesk platform. 1.2. PLATFORM: the LayerDesk system, provided as Software as a Service (SaaS). 1.3. USER: the individual or legal entity that contracts and/or uses the Platform, and the users authorized by it. 1.4. ACCOUNT / TENANT: the company's isolated data environment. 1.5. PLAN: the set of features, limits and price contracted.

2. Purpose and acceptance

2.1. This Agreement grants a license to use the Platform, in SaaS form, without transferring ownership of the software. 2.2. Acceptance is an indispensable condition to create the Account and use the Platform; without acceptance, the account is not created and access is not granted. 2.3. Electronic acceptance has legal validity (MP 2.200-2/2001 and the Civil Code). 2.4. All authorized users accept on first access; each one's acceptance is recorded with date, time and identification.

3. License to use

3.1. A personal, non-exclusive, non-transferable, revocable license, limited to the term and the Plan. 3.2. Sublicensing, reselling, assigning, reverse-engineering, copying, modifying or using for illicit purposes is prohibited. 3.3. Individual account; sharing credentials is prohibited (a single session per account is allowed).

4. Registration, account and security

4.1. The USER declares that the information provided is true and up to date. 4.2. The USER is responsible for safeguarding credentials and for activities in their Account. 4.3. The CONTRACTOR may refuse/suspend registrations showing signs of fraud or violation.

5. Plans, prices and payment

5.1. Plans, limits and prices are those stated at contracting and/or on the Platform; a trial and special conditions may apply. 5.2. Monthly, recurring payment, through the means made available. 5.3. Non-payment may lead to notices, suspension and blocking.

6. Price adjustment

6.1. Annual adjustment: amounts will be adjusted annually, on the contracting anniversary date, by the accumulated variation of the IPCA (IBGE) over the previous 12 months; in the absence of the IPCA, by the index that replaces it and, thereafter, by the IGP-M (FGV).

6.2. Extraordinary adjustment: regardless of the annual one, with 30 days' notice, when: (a) the variation of the US dollar (the Central Bank's PTAX selling rate) exceeds 10% accumulated since the last adjustment, since a relevant portion of cloud and third-party costs is in foreign currency; (b) there is a relevant and proven increase in the costs of essential suppliers; or (c) taxes on the service are introduced or increased.

6.3. Communication and termination: adjustments are communicated 30 days in advance. Anyone who does not agree may terminate without penalty before the adjustment takes effect. Continuing to use after it takes effect constitutes agreement.

7. Obligations and acceptable use

7.1. Good-faith use in accordance with the law; it is prohibited to violate third-party rights, insert illicit content, overload/bypass security or use unauthorized automation. 7.2. The USER is solely responsible for the data they enter and for the relationship with their customers, suppliers and team.

8. Intellectual property

8.1. The Platform, brand, code, design and databases are the exclusive property of the CONTRACTOR. 8.2. The operational data entered remains the USER's, who grants a license to process it solely to provide the service.

9. Data protection (LGPD)

9.1. Processing observes the LGPD (Law 13.709/2018) and the Privacy Policy. 9.2. As for the data of customers/third parties entered by the USER, the USER is the Controller and the CONTRACTOR is the Processor. 9.3. The USER is responsible for the legal basis of this data and for responding to data-subject requests.

10. Availability and disclaimers

10.1. The CONTRACTOR will use reasonable efforts for availability but does not guarantee uninterrupted operation; the Platform is provided "as is". 10.2. There may be interruptions for maintenance/security or caused by third parties and force majeure. 10.3. The USER should keep copies of their data where applicable.

11. Suspension and termination

11.1. The CONTRACTOR may suspend/terminate for non-payment, violation of the Terms or use that compromises security/legality. 11.2. The USER may cancel at any time (future charges cease; no refund for paid periods, except as required by law). 11.3. After termination, data may be kept for a legal period and then deleted; export may be requested beforehand.

12. Limitation of liability

12.1. To the maximum extent permitted by law, the CONTRACTOR's total liability is limited to the amount paid by the USER in the 12 months prior to the event. 12.2. The CONTRACTOR is not liable for indirect damages, lost profits or for the USER's business decisions based on information from the Platform.

13. Changes to the terms

13.1. The CONTRACTOR may change these Terms upon notice; relevant changes may require a new acceptance. Continued use after they take effect implies agreement.

14. Term

14.1. These Terms are in force from acceptance and for as long as the Platform is used or a Plan is contracted.

15. Applicable law and jurisdiction

15.1. Governed by Brazilian law. The courts of the District of Curitiba/PR are elected to settle disputes, without prejudice to the consumer's jurisdiction when applicable.

16. General provisions

16.1. Forbearance does not imply novation; the nullity of one clause does not affect the others.

17. Electronic acceptance

17.1. By clicking "I have read and agree", the USER fully accepts this Agreement. The acceptance is recorded with date, time and identification and stored by the CONTRACTOR, and may be presented as evidence.

Contact

Working draft — legal review is recommended before considering it final.