The Legal Terms of Use are important documents for any business providing products or services, especially online.
They establish the guidelines and terms of use, outlining the rights and responsibilities of users and providers.
When is a Terms of Use necessary? What sets it apart from a contract? And how can it be formulated successfully?
In this article, we will provide clear and unbiased answers to these questions.
What do Terms of Use mean?
The Terms of Use are official documents that establish rules for using a service, platform, or product.
They establish the obligations of the individuals participating and can cover regulations regarding entry, confidentiality, intellectual property, and consequences for not meeting the specified terms.
When signing up for a social network account, users are required to accept the Terms of Use, which outline the platform’s rules for usage, prohibited content, and data processing procedures.
When is it required to adhere to the Terms of Use?
The Terms of Use are crucial for any company-user relationship that involves online services, digital products, or any type of interaction requiring explicit guidelines.
Common scenarios include:
- Apps and platforms in the digital realm that necessitate logging in.
- Websites that gather user data.
- Offering services via the internet, such as providing legal guidance.
- E-commerce and online market platforms.
If your client provides any of these services, it is recommended to advise them to have a carefully crafted Terms of Use document to prevent legal disputes and enhance the business’s security.
What sets apart Terms of Use from a Contract?
Terms of Use and Contracts share similarities but also have significant distinctions.
- The Terms of Use are the service provider’s standard regulations that users must agree to in order to use the platform or product. No signature is needed, and they are typically accepted by clicking an “Agreement” button.
- A contract is a formal agreement between two parties that outlines their responsibilities and rights in a detailed manner and typically needs the parties’ signatures.
How to make Terms of Use?
To create a effective Terms of Use, it is crucial to adhere to certain important procedures:
Define the terms in the document by clarifying important concepts to prevent unclear interpretations. For instance, “User” pertains to individuals utilizing the platform.
Specify the range of services provided to avoid misunderstandings and complaints due to incorrect expectations.
Establish rules and duties by outlining what actions are permitted and restricted for both the company and users. Clearly state any limitations of liability.
If personal data is gathered, it is important to clarify how user information will be utilized, including adhering to data protection regulations such as LGPD.
Detail the rules regarding intellectual property, specifying whether the platform’s content can be duplicated, shared, or utilized for commercial purposes.
Specify the repercussions for not following the Terms of Use and outline how the company can close the account of a user who violates them.
The company can make changes to the Terms of Use and should explain how users will be notified.
How to quickly generate your Terms of Use using AI assistance?
Creating Terms of Use might appear challenging, but technology can streamline and enhance the process significantly.
AI Legal is a specialized platform that utilizes artificial intelligence to help lawyers create personalized legal documents.
With Legal AI, you can quickly create customized and comprehensive Terms of Use.
The system offers theses that adhere to current laws, guaranteeing conformity with regulations like LGPD.
Terms of Use: Prepared template
Management Software Terms of Service
These Terms govern the usage of the law firm team management software, developed by [COMPANY NAME], identified by CNPJ number [CNPJ NUMBER].
Adherence to these terms is crucial for accessing and using the software, which is specifically designed for legal teams in law firms to efficiently manage their activities and resources.
The Software can be used by offices with up to 300 lawyers upon payment of an annual fee of R$5,000.00, with no limits on the number of teams that can be formed.
1. Regarding the Agreement’s Object
The Term of Use aims to govern the utilization of management software designed for law office teams to enhance and streamline legal operations. Access to the software requires payment of a yearly fee of R$5,000. It can be used by law firms with up to 300 lawyers, with no restrictions on the number of teams that can be created.
Definitions 2.
For these Terms of Use, the following terms will have the defined meanings when used in singular or plural form.
The term “Software” in this context denotes the computer program used by law office teams as outlined in the User Contract, encompassing all its components, revisions, bug fixes, and enhancements.
A “User” refers to any individual authorized by the Law Office to utilize the Software, such as lawyers, interns, and other staff members.
The “Annual Plan” is the software subscription model that the Advocacy Office hires for a 12-month period with payment made in advance.
The “Legal Equipment” refers to the group of professionals working in the Law Office who are permitted to utilize the Software for managing processes, clients, and other legal tasks.
A professional organization made up of lawyers and other staff members, which is legally established and subscribes to the Annual Plan for using the Software.
“User Data” refers to any information provided by users or obtained through the software’s utilization, encompassing personal, procedural, and administrative data.
“Contract” in this context refers to the Terms of Use that control how the Software is used by the Law Office and its Users.
The “Licence” refers to the permission given by the Contractor to the Law Office for using the Software according to the terms outlined in the Agreement.
The “Technical Support” service offered by the Contractor helps Users with issues regarding the functionality and utilization of the Software.
A “contracted” individual is a developer and rights holder on the Software, who is accountable for providing it to the Law Office based on the conditions outlined in this Agreement.
“Updates” refer to any changes made by the Contractor to enhance the performance or security of the Software.
It is important to have clear definitions to prevent misunderstandings and ensure that both parties understand the Terms of Use.
Use License
The Supplier gives the Customer a restricted license to use the Management Software, exclusively for law firms with a maximum of 300 lawyers, as outlined in this agreement.
The license for using the Management Software is limited to a maximum of 300 lawyers per law firm. Using the software in offices with more than this number is a violation of the Terms of Use and could lead to the license being terminated immediately, along with potential sanctions.
The license given is meant for the Customer’s law office’s internal use only, and any sharing, selling, or transferring to third parties without the Supplier’s written permission is not allowed.
There is no restriction on the number of teams using the Management Software within the licensed offices, as long as the maximum limit of 300 lawyers is adhered to.
The license allows the customer to receive updates and maintenance for the Management Software from the Supplier at no extra charge during the license period, unless stated otherwise in the contract addendum.
You must use the Management Software according to the Terms of Use and relevant laws, ensuring that you do not engage in actions that could damage the software’s integrity, security, or operation.
You are not allowed to decompile, reverse engineer, modify, or create derivative works from the Management Software unless expressly allowed by law or with the Provider’s written permission.
Detailed provisions like these ensure that both the supplier and the customer have a clear understanding of their obligations and rights when using the licensed software, thus preventing disputes and providing legal certainty.
Payment and Renewal processes
The annual plan payment of R$5,000 must be made by the maturity date specified on the invoice from the software provider.
Accepted payment methods include bank account, credit card, and bank transfer. Credit card payments can be split into up to 12 installments at no extra cost.
The plan will renew automatically each year unless the user provides written notice of non-renewal at least 30 days before the current period ends.
Access to the software may be suspended if payment is not made by the expiration date, and the contract may be terminated if payment is not received within 15 days. This would result in the loss of access to the software and stored data.
The user can restore access to the software and recover data by resolving their financial matters within 60 days of the original expiry date following a suspension or default termination. If this is not done within the specified time frame, the data might be permanently removed.
Any adjustments to the annual subscription fee will be notified to the user at least 60 days before the automatic renewal date, allowing you the option to decline the revised terms and cancel the agreement without any charges.
Any questions or disagreements regarding payments should be reported to the software provider through the provided service channels within 10 days of the disputed payment.
The parties agree that payments made are non-refundable, except as outlined in other sections of this contract or in the event of termination due to the supplier’s exclusive fault.
If the user ends the contract early, they will not receive a partial refund of payments unless specified otherwise in the contract’s termination clauses.
User responsibilities include…
The User agrees to utilize the Management Software following the laws of Brazil, such as the regulations on safeguarding personal information outlined in the General Data Protection Law (LGPD), Law no 13,709/2018, and other relevant legislation.
The User is not allowed to use the Software for illegal purposes, such as copyright infringement, fraud, invasion of privacy, or any actions that could harm others or the Software vendor.
The User must keep access information to the Software confidential and not share it with unauthorized individuals, taking all necessary steps to prevent unauthorized use.
If there is any suspicion or confirmation of a security breach or unauthorized use of your login details, you must promptly inform the software provider for necessary actions to be taken.
The user is responsible for ensuring that all information entered into the software is accurate, complete, and current, and will be held accountable for any resulting damages from inputting incorrect or outdated data.
The User is not allowed to reverse engineer, decompile, disassemble, or try to access the Software’s source code. Failure to comply may result in liability for any losses or damages incurred by the Software vendor.
The user must only utilize the software for the purposes specified in the Terms of Use and is not allowed to use it for any other purpose without the supplier’s written permission.
Failure to meet any obligations outlined in this clause could lead to the Software access being suspended or terminated immediately, in addition to other legal consequences and the requirement to address any resulting harm.
6. Assistance with technical issues
Technical assistance for the Management Software will be provided to the Contractor through email, online chat, and phone during business hours on weekdays, excluding national holidays.
The technical support team commits to providing service to the designated individuals by the Contractor within 24 working hours from the call receipt.
The time it takes to resolve technical issues will vary based on their complexity. Simple problems will be addressed within 48 working hours, while complex issues may take up to 7 working days to be resolved.
Technical assistance should be requested through the designated communication channels as stated in clause 6.1, providing thorough details about the issue to aid in its identification and resolution.
The technical assistance provided for the Management Software does not cover:
Customized training for users.
Support for hardware, operating systems, or other software problems not covered by the Contractor is not provided.
Customizations in management software that were not included in the original features purchased.
Issues that result from improper utilization of the Management Software, in opposition to the guidance and suggestions offered by the Contractor.
The Contractor must have the required information and user cooperation for technical support services to be provided.
The contractor is not responsible for any direct or indirect damages resulting from the improper use or inability to use the technical support provided, as outlined in this clause.
7. Enhancements and Upgrades
The supplier can update and enhance the management software as needed to fix issues, add new features, or improve existing features, following industry standards and user requirements.
The seller will notify users of any important modifications resulting from software updates and enhancements through email or directly on the software platform at least 10 working days in advance, unless urgent action is necessary in emergency cases.
Updates and enhancements to the software may result in temporary disruptions to its access and usage. The supplier commits to minimizing the inconvenience caused by these interruptions by conducting maintenance procedures preferably outside of regular business hours and providing advance notice of the expected date and time.
In rare cases of urgent maintenance needs, the vendor can temporarily suspend software access without advance notice but will promptly notify users and restore full functionality as quickly as possible.
The supplier is not responsible for direct or indirect damages caused by temporary interruptions unless the vendor can prove serious damage or fault during updates and improvements.
The user agrees to collaborate with the vendor in the installation of new versions or additional features necessary for optimal system utilization, recognizing the importance of updates and enhancements for the software’s ongoing development, security, efficiency, and legal adherence.
Eight. Copyright.
The supplier exclusively owns all intellectual property rights associated with the law firm management software, such as copyrights, trademarks, patents, trade secrets, and other industrial and intellectual property rights.
Software users understand and accept that they will not gain ownership rights to the software or its features, whether through usage or any other means.
Reproducing, modifying, translating, adapting, reverse engineering, decompiling, or deriving the source code from the software without written authorization from the supplier is strictly prohibited.
Distributing, sub-licensing, renting, leasing, assigning, or transferring the software rights to third parties without the supplier’s prior written consent is strictly forbidden.
Unauthorized use of the software will be deemed a breach of the supplier’s intellectual property rights and could lead to contract termination and potential legal actions for damage compensation.
The user agrees to promptly inform the supplier of any unauthorized or suspected use of the software or any infringement of the software’s intellectual property rights upon becoming aware of them.
Limiting Responsibility
The law firm management software supplier will not be liable for any damages resulting from using or being unable to use the software, such as loss of revenue, profits, data, or business interruption.
This liability limitation pertains to any harm resulting from performance failures, errors, interruptions, delays, computer viruses, communication line failures, theft, destruction, or unauthorized access to electronic records and data.
The supplier will only be responsible for the total amount paid by the law firm for the software’s annual plan in the year before the event that led to the complaint.
The restrictions outlined in this section do not pertain in instances involving severe deception or wrongdoing by the provider, as per Article 393 of the Brazilian Civil Code. In such extraordinary circumstances, the provider’s accountability will be evaluated based on the prevailing laws.
This clause is recognized by the parties as a fair distribution of risks and benefits related to using the software and is a crucial requirement for the contract to be valid.
Termination of employment.
Either party can end this contract without affecting other potential actions in the following situations.
If any obligations and conditions in these Terms of Use are not met, the party affected must inform the other party in writing. The party at fault will have 30 days to correct the issue. Failure to do so will result in the termination of the contract.
Default legal provisions related to software use include violations of intellectual property rights, misuse of the software, or use for illegal purposes.
In case of unexpected events or circumstances beyond control that disrupt the service provision under this contract, as outlined in Article 393 of the Brazilian Civil Code.
If the contract is terminated under any of the mentioned conditions, the following outcomes will occur.
The immediate removal of software access by the party responsible for termination.
The party ending the contract due to the other party’s failure will not be responsible for any damages or financial compensation to the party at fault.
If the software is terminated by the contractor who purchased it, they will not receive a partial refund of the payments made for the annual plan.
Continued use of the software after termination will be considered a violation of the injured party’s rights and will result in penalties for the infringing party.
The contract termination does not cancel the obligations and responsibilities that continue after the contract ends, especially those that are required to persist.
The contract can be ended by the parties through a written agreement, where they set out the terms and time frame for ending the services and any compensation involved.
The end of the agreement will not impact the rights obtained by both parties until the termination date, which includes rights regarding confidentiality and intellectual property.
These measures are designed to promote clear and fair terms for ending contracts, protecting the rights and responsibilities of all involved parties.
Confidentiality is essential.
The parties agree to maintain the confidentiality of all non-public information shared as a result of this contract, such as commercial data, business strategies, customer information, and technical details related to management software and law firm operations.
The obligation of confidentiality stated in this clause must be followed during the contract’s duration and for an extra five (5) years after it ends, regardless of the cause.
The parties agree to make every effort to maintain the confidentiality of the received information and prevent its disclosure to unauthorized parties.
Access to confidential information should be limited to employees, agents, contractors, or consultants who require it for contract-related tasks and are obligated to maintain confidentiality.
Do not utilize confidential information for any purpose not explicitly permitted by this agreement.
Implement necessary security measures to avoid unauthorized access, loss, or misuse of confidential information.
The confidentiality requirements stated here do not extend to the information that:
(i) regardless of whether they are in the public domain or not, without violating the confidentiality obligations outlined here;
The receiving party is confirmed to have prior knowledge of (ii) before it was disclosed by the disclosure party.
(iii) can be obtained legally from third parties without any confidentiality limitations.
(iv) must be created separately by the recipient without relying on or referring to the confidential information shared by the disclosing party.
The receiving party must inform the disclosure party promptly if they are legally required to disclose information and work together to limit the disclosure.
The violating party will be responsible for any damages caused to the injured party if they fail to meet the confidentiality obligations outlined. This includes material harm, emotional distress, and lost profits.
Personal information security
The supplier commits to handling user personal data in compliance with the General Personal Data Protection Act (Law No. 13,709/2018 – LGPD), taking all required steps to safeguard the privacy and rights of individuals.
The personal information gathered will only be utilized for treatment purposes.
Providing services for managing legal teams as agreed upon in the contract.
Meeting legal and regulatory requirements.
The software and data within it must be secure and maintain integrity.
Communication with users regarding updates, maintenance, and other information related to software use.
The supplier must guarantee that individuals are able to exert their rights according to LGPD, such as but not limited to:
Confirmation that treatment exists.
Accessing data.
Fixing data that is incomplete, inaccurate, or outdated.
Anonymizing, blocking, or deleting unnecessary, excessive, or improperly handled data in accordance with LGPD.
The data can be transferred to a different service provider or product upon request, taking into account commercial and industrial confidentiality.
Personal data processed with the owner’s consent will be deleted, except in cases specified in the LGPD.
Information obtained from public and private entities with whom the provider has shared data.
Information on the option to withhold consent and the outcomes of doing so.
Revoking consent under LGPD.
The supplier must implement suitable technical and administrative actions to safeguard personal data from unauthorized access or any unlawful handling, such as destruction, loss, alteration, or improper communication. These actions encompass various security measures.
Access to personal data stored is limited to authorized individuals.
Implementation of encryption methods to safeguard data while it is being transferred or stored.
Keeping records of personal data access is necessary for auditing and monitoring purposes.
The supplier will furnish users with a thorough Privacy Policy that supplements these Terms of Use and explains the processes related to gathering, utilizing, retaining, and disclosing personal information.
In case of a security incident that could pose a significant risk or harm to individuals’ data, the supplier commits to informing the National Data Protection Authority (ANPD) and the affected individuals, as mandated by LGPD.
General Provisions
If any part of these Terms of Use is found to be invalid, illegal, or unenforceable, it will not affect the validity of the other provisions. The parties will replace the problematic provision with one that aligns with their original intention.
The supplier can modify the Terms of Use with a 30-day notice to users, who will be informed via email or through the software. Continued use of the software after the notice implies acceptance of the new conditions.
Any disputes regarding the interpretation or implementation of these Terms of Use will be resolved in the district where the supplier is located, waiving any other jurisdiction.
The parties consent to the terms of this document.
Protect Your Business by Establishing Clear Guidelines
The Terms of Use are crucial for ensuring transparency and legal certainty.
Creating them clearly and objectively minimizes risks and enhances user relationships.
If your customer’s company does not have an appropriate Terms of Use yet, now is the perfect opportunity to organize it correctly.
What is the definition of Terms of Use?
Terms of Use are regulations that specify the acceptable ways in which a service, website, or application can be utilized, outlining the responsibilities, rights, and limitations for both the company and the user.
How to create Terms of Use?
To draft Terms of Use, specify the company in charge, outline the services provided, define user responsibilities and rights, incorporate regulations on privacy and intellectual property, and detail the process for announcing modifications. Seeking legal review is advisable to confirm adherence to legal requirements.
Are Terms of Use considered a form of agreement?
Terms of Use are considered an adhesion agreement, in which the user agrees to abide by the predetermined conditions set by the company in order to use a service.
