Terms of Service and Subscription Agreement — Horae Track

1. Definitions #

For purposes of these Terms of Service ("Terms"), the capitalized terms below have the following meanings:

1.1. "Horae Track" or "Service": the software-as-a-service (SaaS) platform for time tracking (timesheet), hour approval, monthly closing, and invoice management for service providers, including the website https://horaetrack.app and the web application https://web.horaetrack.app, operated by the Provider.

1.2. "Provider", "we", or "Horae": [PROVIDER LEGAL NAME], a company registered under Brazilian CNPJ No. [CNPJ], with registered address at [FULL REGISTERED ADDRESS], [CITY/STATE], Brazil, owner and operator of the Service.

1.3. "Customer": the legal entity that enters into this agreement with the Provider for use of the Service by its organization, identified when the company ("Company") account is created on the platform.

1.4. "Owner": the Customer's Authorized User with the highest administrative permission level, responsible for creating the company account, subscribing to a plan, and inviting and managing the other Authorized Users.

1.5. "Authorized Users": individuals (employees, service providers, administrators, or finance staff of the Customer) invited by the Owner or by someone with invitation permission, who access the Service on behalf of the Customer, including the roles of owner, manager, finance, and contractor.

1.6. "Customer Data": all data, content, information, and files entered, uploaded, or generated by the Customer and its Authorized Users within the Service, including time entries, activity descriptions, approvals, monthly closings, amounts, and contractor invoices, and registration data of Authorized Users.

1.7. "Account": the isolated logical environment ("tenant") created by the Customer within the Service, associated with one or more Authorized Users.

1.8. "Trial Period" or "Trial": the initial free-use period of the Service, as set out in Clause 4.

1.9. "Plan": the subscription mode contracted, as set out in Clause 5.

1.10. "Parties": the Provider and the Customer, collectively.

2. Parties, Purpose, and Acceptance #

2.1. These Terms govern access to and use of the Service by the Customer and its Authorized Users, and constitute a binding agreement between the Provider and the Customer.

2.2. By creating an Account, clicking "I agree" (or equivalent), or otherwise accessing or using the Service, the individual doing so represents that they have authority to bind the Customer to these Terms. If that person lacks such authority, they must not proceed.

2.3. The Owner is responsible for ensuring that every invited Authorized User is aware of and complies with these Terms and the Privacy Policy. The Customer is liable to the Provider for the acts and omissions of its Authorized Users in using the Service.

2.4. If the Customer requires personal data processing under the European Union General Data Protection Regulation ("GDPR") or equivalent legislation, the Data Processing Agreement ("DPA") applies in addition and is incorporated into these Terms by reference.

3. Registration and Accounts #

3.1. The Account is registered by the Owner, who provides the Customer's identification data and creates their own access credential via Auth0 (a third-party authentication provider).

3.2. The Owner is responsible for:
(a) inviting and managing their Customer's Authorized Users, including assigning roles (manager, finance, contractor);
(b) keeping the Customer's registration and billing data up to date;
(c) ensuring that only persons authorized by the Customer have access to the Account;
(d) revoking access of Authorized Users who are no longer affiliated with the Customer.

3.3. Each Authorized User is responsible for the confidentiality of their own access credentials and for all activity performed under their individual account.

3.4. The Provider may refuse, suspend, or terminate the registration in case of false information, fraudulent use, or breach of these Terms, with notice when reasonably possible.

4. Trial Period #

4.1. The Customer may begin using the Service through a free 1 (one) month Trial Period, with no credit card required, starting from Account creation.

4.2. The Trial Period is limited to 5 (five) Authorized Users, counting the Owner and pending invitations. Attempts to invite a sixth user during the Trial will be declined, with a message indicating that a paid Plan is required to raise the limit.

4.3. At the end of the Trial Period, if the Customer has not subscribed to a paid Plan, access to the Account is fully blocked for all Authorized Users, except for the Owner and Authorized Users with the finance role, who retain exclusive access to the subscription/billing area to settle payment. Customer Data is preserved during the block, as set out in Clause 7.

4.4. The Provider may, at its discretion, change the duration, user limit, or conditions of the Trial Period for new Accounts, by updating these Terms.

4.5. The Provider will send email notices to the Customer's Owner and finance staff 14, 7, and 1 day(s) before the end of the Trial, and at the time of the block, if the Customer has not yet subscribed to a paid Plan.

5. Plans, Pricing, and Payment #

5.1. Once the Trial Period ends (or at any time during it), the Customer may subscribe to a paid Plan, billed per active Authorized User ("seat"), under the following modes:

(a) Monthly: recurring monthly billing;
(b) Annual: recurring annual billing, with a discount equivalent to 2 (two) months compared to the monthly price;
(c) One-off: payment for a single month of use, without automatic recurrence, when available to the Customer.

5.2. Current prices are published in the Service's subscription area and/or on the website https://horaetrack.app, and may vary by currency (e.g., USD, BRL) according to the currency configured for the Account. The reference launch prices, as of this draft's date, are US$10.00 (ten US dollars) or R$50.00 (fifty Brazilian reais) per user/month, and US$100.00 or R$500.00 per user/year — amounts subject to change under Clause 5.6.

5.3. Seat means any Authorized User with active status in the Account, regardless of role (owner, manager, finance, or contractor).

5.4. Payment is processed through the Stripe payment platform, a subprocessor of the Provider. By providing payment data, the Customer also agrees to Stripe's applicable terms.

5.5. Increases in seat count (new invitations accepted) during a billing cycle are reflected and charged proportionally starting from the next billing cycle, with no immediate additional ("pro rata") charge during the current cycle. Decreases in seat count (user offboarding) only reduce the amount charged starting at the following renewal of the cycle; there is no proportional refund for a mid-cycle decrease in an already-paid cycle.

5.6. Price changes: the Provider may change Plan prices, upon at least 30 (thirty) days' prior notice by email to the Customer's Owner and finance staff. The new price applies starting with the next billing cycle renewal after the notice period ends. A Customer who disagrees with the price change may cancel the subscription before renewal, under Clause 7.

5.7. Quoted prices do not include taxes (duties, fees, contributions, withholdings) applicable to the Customer in its jurisdiction, which are the Customer's sole responsibility, except for taxes that Brazilian law imposes on the Provider as the supplier.

5.8. Amounts are charged in the currency associated with the Account at the time of subscription; currency changes after billing history exists may not be permitted, subject to the Service's technical availability.

6. Suspension and Lockout for Non-Payment #

6.1. In the event of a failed invoice payment, the Customer has a 7 (seven) calendar day grace period, counted from the first failed billing attempt, during which access to the Service remains normal, with a pending-payment notice displayed to all Authorized Users.

6.2. If the grace period ends without payment being settled, the Account is fully locked out: no Authorized User, except the Owner and users with the finance role, can access any Service feature. The Owner and finance staff retain exclusive access to the subscription area to settle payment.

6.3. Voluntary cancellation of the subscription by the Customer (via the billing portal) produces the same full lockout effect described in Clause 6.2, until a new subscription is contracted.

6.4. During lockout, Customer Data is preserved and never deleted solely due to non-payment or cancellation, subject to the retention period in Clause 7.3.

6.5. Reactivating payment (or a new subscription) automatically restores full access to the Account, with no additional request required, subject to Stripe's payment confirmation processing time.

7. Cancellation and Data Export #

7.1. The Customer may cancel its subscription at any time through the Stripe billing portal, available in the Service's subscription area. Cancellation does not generate a refund of amounts already paid, except as otherwise required by mandatory law.

7.2. At any time during the Account's term (including during the Trial Period and during lockouts), the Owner and users with the finance role may request export of Customer Data in a commonly used format (e.g., spreadsheet/CSV or PDF, depending on the Service's reporting features).

7.3. Post-termination retention period: once the Account is terminated (definitive cancellation, without a new subscription), the Provider will retain Customer Data for 90 (ninety) calendar days ["PERIOD TO BE CONFIRMED"], during which the Customer may request reactivation or additional export. After this period, Customer Data may be permanently deleted from the Provider's production systems, except for records required by law (e.g., tax obligations, billing records) or necessary for the regular exercise of rights.

7.4. The Provider may unilaterally terminate the Account in case of a material breach of these Terms not cured within 15 (fifteen) days of notice, or immediately in case of fraudulent, unlawful use, or use that exposes the Provider to significant legal risk.

8. Licenses and Intellectual Property #

8.1. The Provider grants the Customer, for the term of this agreement and while a Plan (or Trial) is active, a non-exclusive, non-transferable, and revocable license to use the Service, limited to Authorized Users and to the Customer's own internal purposes of time management, approval, closing, and contractor invoicing.

8.2. All intellectual property rights in the Service — including software, source code, interfaces, trademarks, layout, and documentation — belong to the Provider or its licensors, under Brazilian Law No. 9,609/1998 (Software Law) and applicable copyright and trademark law. Nothing in these Terms transfers such rights to the Customer.

8.3. Customer Data remains owned by the Customer (and, as to personal data of third parties contained therein, by the respective data subjects). The Provider does not acquire any ownership right over Customer Data, using it only to provide the Service, in accordance with the Privacy Policy and the applicable DPA.

8.4. The Customer grants the Provider a limited license to use the Customer's name and logo solely to identify it as a customer in reference lists or marketing materials, subject to prior specific consent, revocable at any time.

9. Acceptable Use #

9.1. The Customer and its Authorized Users agree not to:
(a) use the Service for unlawful purposes or in violation of third-party rights;
(b) attempt to gain unauthorized access to other Accounts, the Service's source code, or infrastructure;
(c) reverse engineer, decompile, or attempt to extract the Service's source code, except as legally guaranteed;
(d) deliberately overload the Service's infrastructure (e.g., denial-of-service attacks, abnormal-volume automated scraping);
(e) enter third parties' personal data into the Service without a legal basis and without providing those third parties with required information, where applicable;
(f) resell, sublicense, or make the Service available to third parties outside the Customer's own organization, unless expressly authorized.

9.2. Violation of this clause authorizes immediate suspension of access, without prejudice to other applicable remedies.

10. Confidentiality #

10.1. Each Party agrees to keep confidential the other Party's confidential information to which it gains access under this agreement, including Customer Data, commercial terms, and non-public technical and business information, using it only for the purposes of this agreement.

10.2. Information is not considered confidential if it: (a) is or becomes public without breach of this agreement; (b) was already lawfully known to the receiving Party; (c) is independently developed; or (d) must be disclosed by court order or competent authority, in which case the notified Party must, when legally possible, give prior notice to the other Party.

10.3. This clause survives for 2 (two) years after termination of this agreement.

11. Availability and Maintenance #

11.1. The Provider endeavors to keep the Service continuously available, but does not guarantee a service level (SLA) under the standard Plan. Any SLA with minimum availability levels and service credits may be subject to a specific written commercial agreement, separate from these Terms.

11.2. The Provider may perform scheduled or emergency maintenance resulting in temporary unavailability, seeking, whenever feasible, to perform it at lower-impact times and with reasonable prior notice for scheduled maintenance.

11.3. The Provider does not guarantee that the Service will be uninterrupted, error-free, or compatible with every hardware/software configuration of the Customer.

11.4. Open beta phase and hosting: during the open beta phase, the Service is provided from the Provider's own infrastructure, located in Brazil, as set out in Clause 6.2 of the Privacy Policy. The Provider intends to migrate the Service, upon commercial launch, to a corporate cloud provider (Microsoft Azure or Amazon Web Services, not yet decided), and will notify the Customer before the migration, by email to the Owner and/or by a prominent notice in the Service, as provided in that Clause 6.2. The migration may give rise to scheduled maintenance under Clause 11.2. This clause creates no service level (SLA) and does not change Clause 11.1.

12. Warranties and Limitation of Liability #

12.1. Except for warranties expressly provided in these Terms, the Service is provided "as is", without warranties of any kind, implied or express, including fitness for a particular purpose, except where such warranties are legally mandatory and cannot be excluded.

12.2. To the maximum extent permitted by applicable law, the Provider's total and aggregate liability to the Customer, for any cause related to this agreement (contractual, tortious, or other), is limited to the total amount actually paid by the Customer to the Provider in the 12 (twelve) months immediately preceding the event giving rise to the claim.

12.3. Under no circumstances will the Provider be liable for lost profits, data loss (except in case of the Provider's gross negligence or willful misconduct causing the loss), loss of business opportunity, or indirect damages, even if advised of the possibility of such damages.

12.4. The limitations in this clause do not apply to: (a) damages caused by the Provider's willful misconduct or gross negligence; (b) breach of confidentiality obligations; (c) breach of personal data protection obligations that give rise to mandatory liability before a data protection authority or data subjects, to the extent applicable law does not allow such limitation; (d) cases where limiting liability is prohibited by law.

13. Indemnification #

13.1. The Customer agrees to indemnify and hold the Provider harmless from any claims, losses, damages, and reasonable expenses (including attorneys' fees) arising from: (a) use of the Service in violation of these Terms or applicable law; (b) Customer Data entered by the Customer that infringes third-party rights (including personal data protection rights of Authorized Users or third parties); (c) the Customer's breach of its obligations as a data controller under LGPD/GDPR.

13.2. The Provider agrees to indemnify the Customer for well-founded third-party claims alleging that the Service, in its standard form and without modifications by the Customer, infringes third-party intellectual property rights, such indemnification capped at the limit set in Clause 12.2.

14. Term and Termination #

14.1. This agreement is in force from Account creation (including the Trial Period) until cancellation or termination under Clause 7.

14.2. Clauses that, by their nature, should survive termination (including Confidentiality, Limitation of Liability, Indemnification, Governing Law, and General Provisions) remain in effect after the agreement ends.

15. Changes to These Terms #

15.1. The Provider may change these Terms at any time by publishing the updated version within the Service and/or sending an email notice to the Owner, indicating the effective date of the new version.

15.2. Changes that materially reduce the Customer's rights or increase its obligations will take effect no earlier than 15 (fifteen) days after notice, except where a different period is required by applicable law or where immediate effect is necessary to comply with a legal obligation, in which case they may take effect immediately upon notice.

15.3. Continued use of the Service after the new version takes effect constitutes acceptance of the changes.

16. Governing Law, Venue, and Arbitration #

16.1. These Terms are governed by the laws of the Federative Republic of Brazil, in particular the General Data Protection Law (Law No. 13,709/2018, "LGPD"), the Civil Code (Law No. 10,406/2002), the Brazilian Internet Civil Framework (Law No. 12,965/2014, "Marco Civil da Internet") and its implementing decree, and, to the extent applicable to this business-to-business (B2B) relationship, the Consumer Protection Code (Law No. 8,078/1990) — see the attention note to counsel in README.md regarding the applicability of consumer protection law to this agreement.

16.2. The courts of [VENUE/STATE, BRAZIL] are elected to settle any disputes arising from this agreement, with waiver of any other venue, however privileged, for Customers domiciled or headquartered in Brazil.

16.3. For Customers domiciled or headquartered outside Brazil, the Parties may agree, through a specific written agreement at the time of subscription, to resolve disputes by arbitration, administered by the Center for Arbitration and Mediation of the Brazil-Canada Chamber of Commerce (CAM-CCBC) or the International Chamber of Commerce International Court of Arbitration (ICC), as defined in the specific agreement, seated in [ARBITRATION SEAT CITY], conducted in Portuguese or English (depending on the governing-language of the specific agreement, Clause 18), applying Brazilian law as the substantive law, unless otherwise agreed.

16.4. The recognition of mandatory ("overriding mandatory") personal data protection and consumer protection rules of the Customer's country of domicile, when applicable on a mandatory basis cumulatively with Brazilian law, is not excluded by this agreement, to the extent applicable law so requires.

17. Additional International Provisions #

17.1. GDPR and UK GDPR: when the Customer is subject to the European Union General Data Protection Regulation (EU 2016/679) or the UK GDPR, the provisions of the Data Processing Agreement apply in addition, including the legal bases, data subject rights, and international data transfer mechanisms described therein.

17.2. CCPA/CPRA: California residents may have additional rights described in the Privacy Policy, specific notices section.

17.3. Sanctions and export control: the Customer represents that it is not subject to economic sanctions or restrictive lists maintained by the United Nations Security Council, the United States (OFAC), the European Union, or Brazil, and will not use the Service in violation of applicable export control laws.

17.4. International taxes: the Customer is solely responsible for assessing, withholding, and remitting any taxes applicable in its jurisdiction on payments made to the Provider, including VAT, withholding tax, and similar taxes, except for taxes that are the Provider's legal responsibility as a supplier in Brazil.

17.5. Currency and conversion: payments are made in the currency associated with the Customer's Account (e.g., USD or BRL). Any currency conversion necessary for payment purposes is the Customer's responsibility and risk, except where conversion is performed by the Provider itself or its payment processor as part of the standard billing flow.

18. Language #

18.1. These Terms are made available in Portuguese (Brazil) and in English, with both versions drafted with the intent of equivalent content.

18.2. In case of conflict or divergent interpretation between the versions: (a) the Portuguese version prevails for Customers domiciled or headquartered in Brazil; (b) the English version prevails for Customers domiciled or headquartered outside Brazil. [Note to counsel: see the rationale for this choice in README.md.]

19. General Provisions #

19.1. Force majeure: neither Party will be liable for delay or failure to perform resulting from an event beyond its reasonable control, including natural disasters, widespread internet or third-party infrastructure provider failures (including, for example, Auth0, Stripe, Resend, and Cloudflare), government acts, strikes, or pandemics.

19.2. Assignment: the Customer may not assign or transfer this agreement, in whole or in part, without the Provider's prior written consent, except in case of a corporate reorganization (merger, consolidation, sale of substantially all assets), upon notice. The Provider may freely assign this agreement to a company within the same corporate group or due to a corporate reorganization, upon notice to the Customer.

19.3. Severability: if any clause of these Terms is held invalid or unenforceable, the remaining clauses remain in full force, and the invalidated clause will be construed to reflect, to the greatest extent possible, the Parties' original intent.

19.4. No waiver: either Party's tolerance of the other's failure to perform an obligation does not imply a waiver of the right to demand future performance of the same or another obligation.

19.5. Notices and electronic communication: communications between the Parties under this agreement may be made by email (including [email protected] for general contact and the Customer's registered Owner/finance email) or through notices within the Service itself, and will be considered valid and effective for all purposes, including formal notices, unless applicable law requires a different form.

19.6. Entire agreement: these Terms, together with the Privacy Policy and, where applicable, the Data Processing Agreement, constitute the entire agreement between the Parties regarding their subject matter, superseding any prior understandings, written or oral, on the same matter.

19.7. Relationship between the Parties: nothing in this agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

20. Contact #

Questions about these Terms may be sent to [email protected].

[PROVIDER LEGAL NAME]
CNPJ: [CNPJ]
Address: [FULL REGISTERED ADDRESS]