Effective Date: June 26, 2023
Last Updated: May 1, 2025

1. Agreement to Terms

By accessing or using any services, software, platforms, applications, or solutions (collectively, the "Services") provided by CODENATO.TECH ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms").
If you disagree with any part of these terms, you may not access our Services.

2. Definitions

• "Client " or "You": Any individual or entity accessing or using our Services

• "Services": All software development, consulting, maintenance, and related services provided by the Company

• "Deliverables": Any software, code, documentation, or work product provided to the Client

• "Confidential Information": Any non-public information disclosed by either party
  
  
  

3. Services Provided

3.1 Service Scope

We provide custom software development, system integration, technical consulting, maintenance, and support services as specified in individual agreements or statements of work.

3.2 Service Modifications

We reserve the right to modify or discontinue Services with 30 days’ notice, except in cases involving legal or security requirements.

4. Client Responsibilities

4.1 Accurate Information

You agree to provide accurate, current, and complete information as required for service delivery.

4.2 Cooperation

You agree to collaborate by providing necessary access, information, and feedback during service execution.

4.3 Compliance

You agree to comply with all applicable laws and regulations when using our Services or Deliverables.

5. Intellectual Property Rights

5.1 Company IP

Unless otherwise agreed, CODENATO.TECH retains all intellectual property rights in its pre-existing tools, methods, and know-how.

5.2 Client IP

Clients retain ownership of any pre-existing IP and of Deliverables created under a “work for hire” basis.

5.3 License Grants

Each party grants the other a limited, non-exclusive license to use necessary IP for the duration of the Services.

6. Payment Terms

6.1 Fees

Fees are defined in individual agreements and are due within 30 days of invoicing, unless otherwise agreed.

6.2 Late Payments

Late payments may incur interest at 1.5% per month or the maximum rate permitted by law.

6.3 Taxes

All fees exclude taxes unless the Company is legally required to collect them.

7. Confidentiality

7.1 Mutual Confidentiality

Both parties agree to protect Confidential Information and use it solely for purposes related to the Services.

7.2 Exceptions

Confidentiality does not apply to information that:

• Becomes public without breach

• Was known prior to disclosure

• Is independently developed

• Is required by law to be disclosed
  
  
  

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that services will be delivered in a professional manner consistent with industry standards.

8.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

9.1 Liability Cap

Our total liability shall not exceed the total fees paid by you in the 12 months preceding the claim.

9.2 Consequential Damages

Neither party is liable for indirect, incidental, or consequential damages, even if previously advised of the possibility.

10. Indemnification

10.1 Client Indemnification

You agree to indemnify CODENATO.TECH against claims resulting from your breach of these Terms or misuse of Services.

10.2 Company Indemnification

We will indemnify you against third-party IP claims related to our Deliverables, within the agreed limits.

11. Data Protection and Privacy

11.1 Data Processing

We process personal data in accordance with our Privacy Policy and applicable laws.

11.2 Security

We follow reasonable security practices but do not guarantee absolute data security.

12. Term and Termination

12.1 Term

These Terms remain in effect unless terminated by either party.

12.2 Termination

Either party may terminate the agreement with 30 days’ written notice in case of a material breach.

12.3 Effect of Termination

Termination does not affect obligations such as confidentiality, IP rights, or accrued payments.

13. Dispute Resolution

13.1 Good Faith Negotiation

The parties will attempt to resolve disputes through good faith negotiation.

13.2 Arbitration

Unresolved disputes will be settled by binding arbitration under [Arbitration Rules] in [Jurisdiction].

14. General Provisions

14.1 Governing Law

These Terms are governed by the laws of Brazil, without regard to conflict of law principles.

14.2 Entire Agreement

These Terms, along with service agreements, constitute the full agreement between the parties.

14.3 Amendments

We may update these Terms with 30 days’ notice. Continued use implies acceptance of the revised Terms.

14.4 Severability

If any clause is held invalid, the rest remain in full effect.

14.5 Force Majeure

Neither party is liable for delays due to events beyond reasonable control.

14.6 Assignment

You may not assign these Terms without written consent. We may assign our rights freely.

14.7 Notices

Notices must be sent in writing to the contact details in the service agreement.

15. Contact Information

For questions about these Terms, contact:

CODENATO.TECH
📧 Email: hi@codenato.tech
📍 Address: R. Jose Elias, 71, Sala 201, Jardim Karaiba, Uberlândia - MG, 38411-201, Brazil
📞 Phone: +55 (34) 99924-9956

By using our Services, you confirm that you have read, understood, and agreed to these Terms of Service.