This private instrument of the “Software Licensing Services Agreement – SaaS,” in the best form of law, is made between:

On one side, EVOLVY COMUNICAÇÃO OMNICHANNEL LTDA, a private legal entity, registered under CNPJ No. 48.595.294/0001-78, established at Rua Cap Doutor Antônio José No. 915, ZIP 81.810-340, Curitiba/PR, hereinafter referred to as the CONTRACTED PARTY;

On the other side, the CONTRACTING PARTY, qualified according to the electronic registration made on our website, hereinafter referred to as CONTRACTING PARTY or CLIENT;

The parties have agreed and contracted the present SOFTWARE LICENSING SERVICES AGREEMENT – SAAS, which will be implemented through the following clauses and conditions:


1.1. The object of this Contract is to provide the service of making the NEXLOO software available in the SaaS modality (also called Software as a Service), as specified below:

1.1.1. AVAILABILITY: enabling the CONTRACTING PARTY’s access to the NEXLOO software via the internet, ensuring maximum uptime and performance of the tool, using server infrastructure chosen at the sole discretion of the CONTRACTED PARTY;

1.1.2. LICENSING: includes licensing for the use of NEXLOO customer service software, excluding other software from the CONTRACTED PARTY;

1.1.3. MAINTENANCE: updates and application of corrections to the NEXLOO software and infrastructure, as needed and scheduled;

1.1.4. SUPPORT: receiving and addressing errors in the cloud server infrastructure reported by the CONTRACTING PARTY, generating the respective corrections.

1.2. Not included in the scope of this contract:

1.2.1. Direct access to the infrastructure, including, but not limited to, access to the Database, administration console, operating system, web page hosting service, among others;


1.2.3. Any product or service related to the CONTRACTING PARTY’s infrastructure, including, but not limited to, internet access, firewalls, proxies, browsers, workstations, computers, among others;

1.2.4. Any other service or product not clearly described in this document, which may eventually be contracted separately.

1.3. Optional (complementary) services: upon acceptance of a proposal, the following optional services can be added, billed monthly:

a) Additional connection;
b) Additional user access;
c) Chatbot;
d) Integrations with tools;
e) Virtual PBX;


2.1. The prices and billing and payment conditions are specified in the agreed Commercial Proposal, which is an integral part of this instrument.

2.2. All values associated with licensing or the provision of services used will be monetarily updated according to the variation of the IPCA or, in its suspension, non-disclosure, or extinction, by any other index officially stipulated by the Federal Government.

2.3. The payments agreed upon in the Commercial Proposal concerning the object of this instrument will always be made in prepaid mode, always on the day stipulated in the commercial proposal. The effectiveness of use will always be assessed on the first business day of the following month, generating additional billing for everything used in excess in the previous month for the next invoice.

3.1. In case of late payment, a fine of 2% (two percent) and legal monthly interest will be applied to the due amount.

3.2. After 30 (thirty) days from the due date, if the debt is not paid, the CONTRACTED PARTY reserves the right to interrupt the provision of services, independently of any notice or communication, by blocking the service(s), without the CONTRACTING PARTY being entitled to any compensation, of any kind. Reactivation will occur within 16 business hours after the settlement of all existing debts/penalties at the time.

3.2.1. The CONTRACTED PARTY is also authorized to register eventual protests in notaries, credit protection agency registrations, and other applicable actions, without any cost to the CONTRACTED PARTY.

3.2.2. The CONTRACTED PARTY reserves the right not to accept new service requests from the CONTRACTING PARTY if they are in debt.

3.3. The payment of taxes, fees, and contributions of any kind, that exist or may come to exist, related to this Contract, will be the responsibility of the tax liability party, as defined by law. The CONTRACTED PARTY declares that the prices indicated in the Commercial Proposal/Invoice include all taxes and charges applicable to this type of transaction.

4.1. Access may not be performed by a total number of users greater than specified in the relevant item of this service described in the agreed Commercial Proposal. If superior usage to the contracted is detected, additional charges may be invoiced.

4.2. The rental, loan, or leasing of the provided environment to anyone and/or for any purpose without the express and formal authorization of the CONTRACTED PARTY is strictly prohibited.

4.3. The CONTRACTED PARTY, provided the CONTRACTING PARTY’s obligations under this contract are observed, aims to offer and proposes to maintain 98% annual availability of the PRODUCTION environment of the NEXLOO software during the hours from Monday to Friday, from 0:00 to 23:59, except for holidays, or as agreed in the commercial proposal, not considering in this index calculation the following events:

a. Failure in the connection (“link”) provided by the telecommunications company responsible for the service provision, without the CONTRACTED PARTY’s fault;

b. Server usage failures or overload caused by unoptimized usage by the CONTRACTING PARTY;

c. Failures in the CONTRACTING PARTY’s infrastructure, including, but not limited to, software updates for navigation, antivirus, and others that may cause incompatibility with the structure provided by the CONTRACTED PARTY;

d. Failures caused by software, server, operating system malfunction, and, if applicable, the third-party hosting service provider;

e. Necessary maintenance interruptions, which may be preventive, corrections, technical adjustments, or maintenance, which will be notified in advance whenever possible and preferably performed between 18:00 and 08:00 or during weekends and holidays;

f. Emergency interventions required to preserve server security, intended to prevent or stop “hacker” actions or perform security corrections, with the CONTRACTED PARTY authorized to disconnect the server from the internet if necessary;

g. Suspension of contracted service provision by order of competent authorities, force majeure, or breach of contract clauses;

h. CONTRACTING PARTY’s exceeding the maximum disk usage capacity;

i. Interruptions or malfunctions caused by force majeure or third-party companies such as (but not limited to) domain registration organizations, DNS synchronization, etc.;

j. Time used by the CONTRACTING PARTY to validate error corrections;

k. Stops or data backup restorations requested by the CONTRACTING PARTY.

4.4. The CONTRACTED PARTY will provide by default 1 (one) address to the CONTRACTING PARTY to access the NEXLOO software, through the link: Through this address, other modules that may have been contracted in the Commercial Proposal can be accessed, such as ChatBot, but not limited to it.

4.4. It is the CONTRACTING PARTY’s responsibility to make internal configurations in their environment (e.g., queues, users, etc.) so that access to the addresses and electronic services provided by the CONTRACTED PARTY is possible and the tool works correctly.

4.5. The IP address used by the CONTRACTED PARTY is not fixed and may be changed without prior notice. The use of NEXLOO software must always consider the complete name address provided (

4.6. The CONTRACTED PARTY performs a daily backup of the files that make up the media (application), logs, and existing databases on the PRODUCTION server, for contingency use. If restoration is needed, the restored data will be those obtained on the DAY BEFORE the request.

4.7. Unless explicitly stated in the agreed commercial proposal, the maximum disk space limit to be stored is 5 Gigabytes, summing all the CONTRACTING PARTY’s files, including, but not limited to, the production database, backups, and application. If this limit is exceeded, the CONTRACTED PARTY must inform the CONTRACTING PARTY in writing and may, at its discretion, reduce the number of stored backups according to the contracted disk limit, with the CONTRACTING PARTY being aware of this restriction and exempting the CONTRACTED PARTY from any responsibilities for their absence.

4.8. All remote server infrastructure configuration and necessary software installation processes for providing the contracted service will be carried out exclusively by the CONTRACTED PARTY, leaving the CONTRACTING PARTY to only use the NEXLOO application.

4.9. The environment update process, to correct possible incidents in the NEXLOO software, will be performed first in a separate environment called “HOMOLOGATION.” Only after this validation confirmation will it be transferred to the production environment.

4.10. WhatsApp support: available in Brazilian Portuguese, from 9:00 to 12:00 and 13:30 to 17:30 (Brasília official time), Monday to Friday, except national holidays.

4.11. Incident response: Incidents are understood as failures in the CONTRACTED PARTY’s server infrastructure that prevent access to NEXLOO or limit its operation. These incidents requiring correction can fall

into one of the following priorities, for which response times are agreed upon:

a. High Priority: the system is not available, and it is not possible for the CONTRACTING PARTY to operate the system. In this situation, the CONTRACTED PARTY undertakes to respond to the service within 8 business hours. Incidents opened by the CONTRACTING PARTY with HIGH priority must be jointly analyzed with the CONTRACTED PARTY to reach a consensus on this urgency level.

b. Medium Priority: intermittence, slowness, or some system component is not operational, but it is possible to operate NEXLOO. Service responded to within 20 business hours.

4.12. Although contact with support can be made via email or phone, response times start being counted from their registration in the online ticket opening system (link here). Therefore, it is recommended that the CONTRACTING PARTY make their requests directly in the system. Times between email or phone call and system registration will not be considered.

4.13. Service requests, such as: data backup restoration, application of updates or corrections to NEXLOO, reconfiguration of items related to server infrastructure, will be preferably attended to within existing maintenance windows, with a minimum lead time of three business days, with no associated response or solution time for this type of service.

4.14. Other service cases such as: doubts, clarifications, consultations, and others not classified as system incidents, are not covered by this contract, even if some of these services are eventually provided as a courtesy, without a commitment to service time.

4.15. Remote access to the CONTRACTING PARTY’s internal network may be necessary to verify an incident. If this is not possible, the service may be canceled, without any cost to the CONTRACTED PARTY.

4.16. The CONTRACTING PARTY authorizes in advance the access and copying of the database for possible diagnostics and services. If they oppose, certain services may not be performed, without any cost to the CONTRACTED PARTY.

5.1. The CONTRACTED PARTY and the CONTRACTING PARTY mutually agree to respect the ownership and confidentiality of accessed information and not to transfer it to third parties, in whole or in part, without prior authorization from each other.

5.2. All studies carried out, projects and instructions issued by the CONTRACTED PARTY, for the proper and faithful execution of the service, shall not be used, reproduced, or communicated to third parties, in whole or in part, for purposes other than the contractual object, without the express authorization of the CONTRACTING PARTY.

5.3. All information provided by the CONTRACTING PARTY or the CONTRACTED PARTY, classified in writing as “CONFIDENTIAL,” will be mutually considered as such, committing directly or through their leaders and employees, not to disclose or transmit it to third parties.

5.4. The CONTRACTED PARTY also undertakes to keep confidential all information of the CONTRACTING PARTY accessed due to the services provided under this contract.

5.5. The CONTRACTING PARTY shall not disclose the results of any test or performance measurement to third parties, without the prior written consent of the CONTRACTED PARTY.


6.1. It is the responsibility of the CONTRACTED PARTY:

6.1.1. Provide server infrastructure compatible with the number of users described in the Commercial Proposal.

6.1.2. Upon prior request from the CONTRACTING PARTY and scheduling, keep the NEXLOO Software updated during the term of the contract.

6.1.3. Proactively monitor the server infrastructure, acting preventively, seeking the highest possible availability.

6.1.4. Provide technical support services as described in this instrument.


7.1. It is the responsibility of the CONTRACTING PARTY:

7.1.1. Install, configure, update, and maintain the necessary equipment in their facilities for the proper display of NEXLOO (browsers, workstations, network equipment, cables, internet, etc.), within the characteristics, requirements, and procedures recommended by the CONTRACTED PARTY.

7.1.2. Provide software, hardware, or configuration adjustments in their internal network to meet new requirements demanded by updates provided by the CONTRACTED PARTY.

7.1.4. Make timely payments for the services provided.

7.1.5. Request proposals for adapting the contracted services to new usage needs, such as an increase in the number of users, increased disk space, new features, etc.

7.1.6. The CONTRACTING PARTY undertakes to consult the applicable legislation, in all its spheres, to ensure that the use they intend to make of the software/system object of this contract, as well as the data they intend to enter and/or make available, complies with the same, being responsible for any infractions.

8.1. It is agreed that there is no minimum term of permanence provided a 30-day prior notice is given.

8.1.1. After the initial agreed period, the parties’ silence will result in the automatic monthly renewal of this Contract for an indefinite period.

8.2. This contract may be terminated by either party, with 30 (thirty) days’ prior written notice, subject to item 8.1.1. above. After this period, a backup copy of the CONTRACTING PARTY’s data will be made available for up to 5 days. After this date, the data will be removed and can no longer be obtained by the CONTRACTING PARTY.

8.3. This contract may be terminated by the innocent party without the defaulting party having the right to any compensation only in the occurrence of proven reasons of fortuitous event or force majeure.

8.4. The CONTRACTED PARTY reserves the right to terminate this contract after 5 (five) days of payment delay, at which time access will be interrupted, and all CONTRACTING PARTY’s data and configurations will be deleted from the servers, regardless of any notice or communication, and without the CONTRACTING PARTY being entitled to any compensation, of any kind. The CONTRACTING PARTY must also fulfill their obligations agreed until that moment, including outstanding invoices and penalties.


9.1. This Contract, along with all attachments, including agreed Commercial Proposals, constitutes the entire agreement between the parties and supersedes all contracts, proposals, or statements, oral or written, regarding its subject matter. No modification, correction, or waiver concerning any provision of this Contract will take effect unless expressed in writing and signed. However, in the event of a conflict or inconsistency between the provisions of this Contract and any annex or appendix thereof, or any Commercial Proposal, the terms of the said annex, appendix, or Commercial Proposal shall prevail.

9.2. The parties elect the court of the district of Curitiba/PR to settle any issues arising from this contract, renouncing all and any other, no matter how special or privileged it may be.

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