Terms and Conditions

Software License Terms of Use — VELIP

1. Definitions

  1. For the purposes of this Software License Terms of Use (the "Terms"), the following definitions apply:
    1. VELIP: Tradeal Serviços em Tecnologia da Informação LTDA., CNPJ 07.053.147/0001-99, headquartered at Rua Pequetita, 179, suite 44 — Vila Olímpia, São Paulo — SP, Brazil, owner and developer of the Platform.
    2. CLIENT: the legal entity or individual identified in the Commercial Proposal who contracts the license to use the Platform.
    3. Platform: the set of computer programs, artificial intelligence models, interfaces, applications, APIs, MCP server, and cloud infrastructure owned by VELIP, made available to the CLIENT under a Software as a Service (SaaS) model, accessible via the internet, without local installation and without delivery of code.
    4. Features: the Platform modules enabled for the CLIENT pursuant to the Commercial Proposal, such as Automatic Calling (voice broadcast), Cloud Contact Center, WhatsApp Center, AI Agents (chatbots, voicebots, and autonomous agents), SMS, APIs and MCP Server, and any other modules that may later be incorporated.
    5. Usage Credits: units measuring Platform usage, purchased in advance by the CLIENT, which remunerate the license under a metered license (pay-per-use) model.
    6. Channels: third-party networks and services through which communications configured by the CLIENT travel, such as telephony carriers, SMS providers, and Meta Platforms (WhatsApp Business API).
    7. Documentation: the Platform Manual, the technical API documentation, and other guidance materials made available by VELIP.

2. Subject Matter

  1. VELIP grants the CLIENT, and the CLIENT accepts, a non-exclusive, non-transferable, temporary, onerous, and revocable license to use the Platform for the term of the Agreement, so that the CLIENT may, on its own account and under its exclusive responsibility, configure, operate, and run automated communications by voice, WhatsApp, SMS, and web, including through artificial intelligence agents.
  2. The license is granted under a Software as a Service (SaaS) model: the Platform remains hosted on servers controlled by VELIP and is accessed remotely by the CLIENT through a web panel, applications, and APIs. There is no transfer, definitive assignment, download, or delivery of source or object code to the CLIENT.
  3. The Platform is standardized software with a multi-tenant architecture, made available identically to all licensees. Any parameterizations, integrations, or configurations are performed by the CLIENT itself through the Platform's self-service tools and do not constitute custom development.
  4. The subject matter of these Terms is the licensing of computer software, pursuant to item 1.05 of the list of services annexed to Complementary Law No. 116/2003 and corresponding municipal legislation. Through these Terms, VELIP does not provide telecommunications, communication, intermediation, advertising, collection, research, or any other service distinct from licensing and technical support for the Platform.

3. Acceptance and Binding Effect

  1. Acceptance of the Commercial Proposal, creation of an account on the Platform, or first access to it binds the CLIENT to the Software License Agreement (the "Agreement"), these Terms, the Privacy and Cookie Policy, and the Documentation, which the CLIENT declares to have read and accepted.
  2. In the event of a conflict among the instruments, the following order of precedence shall apply: the Commercial Proposal, the Agreement, these Terms, and the Documentation.

4. Client Autonomy in Operation

  1. The CLIENT is the sole operator of the Platform. It is exclusively the CLIENT's responsibility, through the web panel, applications, or APIs, to:
    1. register and manage its users and access permissions;
    2. upload, maintain, and manage its contact lists and databases;
    3. create, draft, record, and configure the contents, messages, audio, flows, menus, prompts, and behaviors of artificial intelligence agents;
    4. define schedules, times, volumes, segmentations, and dispatch and service rules;
    5. start, pause, resume, and end campaigns, service sessions, and integrations;
    6. query, extract, and analyze the reports and records generated by the Platform.
  2. VELIP does not execute, schedule, review, approve, or intervene in the communications configured by the CLIENT. The records, reports, and metrics made available are generated automatically by the Platform as a software feature, without analysis or interpretation by VELIP.
  3. Any assistance provided by VELIP's team in the initial configuration or in clarifying doubts constitutes technical support for the Platform (Clause 8) and does not constitute operation on behalf of the CLIENT.

5. Third-Party Channels

  1. Communications configured by the CLIENT travel through third-party Channels, which are not provided, controlled, or guaranteed by VELIP. The Platform only technically integrates those Channels through APIs and interconnections.
  2. VELIP is an official Meta Platforms technology partner (Meta Business Partner) for the WhatsApp Business API. The CLIENT must observe Meta's policies, those of carriers, and those of other Channel providers, and is responsible for suspensions, blocks, or penalties arising from its use.
  3. Costs charged by the Channels — carrier fees, Meta conversation fees, and the like — are paid directly or passed through to the CLIENT and itemized separately or incorporated into the Usage Credits metric, and do not form part of the Platform license price.

6. Client Responsibilities

  1. It is the CLIENT's full and exclusive responsibility to:
    1. use the Platform in accordance with the law, the Documentation, these Terms, and Channel policies;
    2. ensure the content, accuracy, lawfulness, and appropriateness of all messages, audio, prompts, and interactions configured or generated through the Platform, including those produced by artificial intelligence agents under its parameterization;
    3. obtain and maintain the authorizations, consents, and legal bases required to contact recipients, observing the Consumer Defense Code, the General Data Protection Law, Anatel rules, Procon rules, and other applicable norms, including regarding hours and do-not-disturb lists;
    4. safeguard and keep confidential its access credentials, remaining liable for all acts performed with them;
    5. keep its registration data up to date.
  2. The CLIENT holds VELIP harmless from any liability arising from its use of the Platform and shall assume, by way of recourse, any administrative or judicial claim brought against VELIP by reason of such use.
  3. VELIP may suspend access to the Platform or to specific Features, and terminate the Agreement, without any right to indemnification, if it finds unlawful, offensive, discriminatory, fraudulent, or crime-apologetic use, use contrary to Channel policies, or use that jeopardizes the integrity, security, or reputation of the Platform.

7. Usage Credits and Payment

  1. The license is remunerated through advance purchase of Usage Credits and/or monthly subscription, according to the amounts, metrics, and conditions in the Commercial Proposal and the rate table then in force on the Platform.
  2. Usage Credits are consumed according to the CLIENT's use of the Features, under the metrics described in the Documentation (for example: minutes, messages, conversations, agent sessions). The balance may be checked at any time on the Platform.
  3. Access to Features that consume credits is conditioned on the existence of a balance. Usage Credits are valid for 12 (twelve) months from the date of purchase.
  4. In the event of termination of the Agreement, subject to the contractual prior notice, any unused Usage Credit balance shall be refunded to the CLIENT, less applicable taxes.
  5. VELIP shall issue a service invoice describing "Software use licensing — Velip Platform (SaaS)", highlighting applicable taxes.

8. Technical Support and Availability

  1. VELIP shall provide technical support for the Platform through the channels and during the hours indicated in the Documentation, comprising clarification of doubts about Feature use and correction of software faults.
  2. VELIP shall use commercially reasonable efforts to keep the Platform available 99% of monthly time, excluding scheduled maintenance, acts of God, force majeure, and unavailability of Channels or infrastructure providers.
  3. VELIP may, at its discretion, update, improve, add, or discontinue Features, while maintaining the essential purpose of the Platform, without this constituting a change to the subject matter of these Terms.

9. Intellectual Property

  1. The Platform, its source and object code, architecture, artificial intelligence models, system prompts, databases, interfaces, trademarks, know-how, and all Documentation are the exclusive property of VELIP and are protected by Law No. 9.609/1998 (Software Law), Law No. 9.279/1996, and Law No. 9.610/1998.
  2. These Terms do not transfer to the CLIENT any intellectual property right, and are limited to the license of use described in Clause 2. The CLIENT is prohibited from copying, modifying, decompiling, reverse engineering, sublicensing, assigning, renting, or making the Platform available to third parties, or using it to develop a competing product.
  3. Contents, lists, data, and materials inserted by the CLIENT into the Platform remain the CLIENT's property, the CLIENT granting VELIP only the license necessary to host and technically process them for the execution of the Features.

10. Confidentiality

  1. The parties shall keep confidential all confidential information to which they have access by reason of the Agreement, using it solely for its performance, and shall disclose it to third parties only pursuant to a court order or order of a competent authority, or when the information is in the public domain or already legitimately known to the receiving party.

11. Personal Data Protection

  1. For the purposes of Law No. 13.709/2018 (LGPD), the CLIENT is the controller of the personal data it inserts into or causes to transit through the Platform, and VELIP acts as processor, carrying out processing exclusively according to the CLIENT's instructions as materialized in the Platform settings.
  2. The CLIENT declares that it has a valid legal basis for processing and sharing the data with VELIP and the Channels, and shall limit the data provided to what is strictly necessary for the execution of the Features.
  3. VELIP shall adopt technical and administrative security measures consistent with the state of the art, shall notify the CLIENT of security incidents that may entail relevant risk to data subjects, and shall delete or anonymize the data upon termination of the Agreement, subject to legal retention hypotheses. Further details are set out in the Privacy Policy.

12. Limitation of Liability

  1. The Platform is licensed "as is". VELIP does not guarantee that communications configured by the CLIENT will be delivered, read, answered, or produce any particular commercial result, such events depending on the Channels, the recipients, and the configuration performed by the CLIENT.
  2. Except in cases of willful misconduct or gross negligence, VELIP's total liability to the CLIENT, for any cause, is limited to the lesser of (i) the amount actually paid by the CLIENT in the 6 (six) months preceding the event and (ii) BRL 10,000.00 (ten thousand reais), adjusted annually by the IPCA index as from 03/2020, excluding lost profits, indirect damages, and loss of opportunity. The parties declare that this clause reflects the allocation of risk agreed between them, pursuant to article 421-A of the Brazilian Civil Code.

13. Term and Termination

  1. These Terms remain in force for the term of the Agreement and may be terminated by either party upon prior notice of 30 (thirty) days, or immediately in the cases set forth in Clause 6.
  2. Upon termination of the license, the CLIENT's access to the Platform shall be deactivated and VELIP shall make available, for 30 (thirty) days, export of the CLIENT's data, after which it shall delete such data pursuant to Clause 11.

14. General Provisions

  1. VELIP may update these Terms by notifying the CLIENT at least 30 (thirty) days in advance, by email or notice on the Platform. Continued use of the Platform after that period constitutes acceptance of the new version.
  2. Tolerance regarding breach of any clause does not imply waiver or novation. The invalidity of any provision does not affect the others.
  3. The parties elect the courts of the Judicial District of São Paulo — SP, waiving any other, to settle disputes arising from these Terms.

Versão 3.0 — 03/03/2020 – Aditivo META v1 06/05/2024

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