Commercial Agreement (Business/Enterprise) — Fabapp
Last updated: July 22, 2026
This Commercial Agreement ("Agreement") governs the use of the Fabapp platform by business clients on the Business/Enterprise plans or under a Service Order, and is entered into between FABAPP TECNOLOGIA S.A., CNPJ No. 04.013.941/0001-10, headquartered at Av. Paulista, 171, andar 4, Bela Vista, São Paulo/SP, CEP 01311-904 ("Fabapp"), and the contracting legal entity ("Client").
This Agreement is intended for professional/business use (non-consumer). For personal or non-commercial use, the Terms of Use apply.
1. Application and precedence
1.1. This Agreement applies when the Client contracts a Business/Enterprise plan, signs a Service Order, or otherwise adheres to this Agreement. It replaces the consumer Terms of Use in any conflicting respect, with the Privacy Policy, the Data Processing Addendum, and the Responsible Use Policy remaining applicable by reference.
1.2. Order of precedence: (1) signed Service Order; (2) this Agreement; (3) other referenced policies.
2. Acceptance
This Agreement takes effect when the Client registers, accesses, contracts, or pays for access to the Platform, or signs a Service Order. Whoever accepts represents that they have the authority to bind the Client.
3. License and intellectual property
3.1. Fabapp grants the Client a non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform during the term, according to the contracted plan, for the Client's internal use.
3.2. The Platform and Fabapp's technology (including models, SDK, APIs, and AI features) remain the exclusive property of Fabapp. The Generated Result belongs to the Client, except for the pre-existing property components of Fabapp or of third parties, in accordance with the Terms of Use. The Generated Result may not be unique.
3.3. Client Content. The Client grants Fabapp the license set out in the Terms of Use, including to improve the Platform and develop and train AI models and technologies, with the safeguards described in the Privacy Policy. Specific requirements of restriction or processing may be defined in a Service Order.
4. Prices, payment, and taxes
4.1. The prices are those of the Service Order or of the price list in effect. Unless otherwise provided, billing is prepaid and by subscription and/or by consumption (usage).
4.2. Payment term and default. Amounts not contested in good faith are due according to the invoice; late payment subjects the Client to default charges and adjustment, in addition to possible suspension after notice.
4.3. Taxes. The prices do not include taxes, which will be added when due and borne by the Client, except those levied on Fabapp's income.
5. Term, renewal, and termination
5.1. Term. As per the Service Order or the plan cycle, with automatic renewal for equal periods, unless notice of non-renewal is given 30 (thirty) days in advance.
5.2. Termination for cause. Either party may terminate for a material breach not cured within 10 (ten) days after notice.
5.3. Suspension. Fabapp may suspend access in the event of default, security risk, or violation of the Responsible Use Policy.
5.4. Effects. The licenses cease; the data deletion/return provisions of the Data Processing Addendum apply. Amounts due up to termination remain payable; unless otherwise provided, there is no refund of amounts already paid for periods or consumption already rendered.
6. Confidentiality
6.1. Each party will protect the other's Confidential Information with the same care it devotes to its own (never less than reasonable), using it only for the purposes of this Agreement, for the term and for 2 (two) years after its end.
6.2. Excluded is information that is public, previously known without a duty of secrecy, independently developed, or lawfully obtained from third parties. Disclosures required by law or authority order are permitted, with prior notice when possible.
7. Data protection
The processing of personal data complies with the Privacy Policy and the Data Processing Addendum, which are incorporated into this Agreement.
8. Warranties, availability, and support
8.1. Limited warranty. Fabapp will use commercially reasonable efforts for the Platform to function, in its material aspects, in accordance with the applicable documentation during the term.
8.2. Disclaimer. Except for the limited warranty above, the Platform and the Generated Result are provided "as is", with the AI disclaimers and exclusions of the Terms of Use applying.
8.3. SLA and support. Unless a specific Service Level Agreement (SLA) and a support plan are provided in a Service Order, support is provided through standard channels, without a guarantee of specific availability.
9. Limitation of liability
9.1. Neither party shall be liable for indirect, incidental, special, punitive damages, or lost profits.
9.2. Cap. The aggregate liability of each party arising out of or related to this Agreement is limited to the amount paid by the Client to Fabapp in the 12 (twelve) months prior to the triggering event. Different caps may be negotiated in a Service Order.
9.3. Payment obligations, those arising from willful misconduct, and those the law does not permit to be limited are not limited.
10. Indemnification
10.1. The Client will defend and indemnify Fabapp against third-party claims arising from: (a) the Client Content, the Input Data, or the Generated Result used by the Client, including allegations of infringement of third-party rights; (b) the use of the Platform in violation of this Agreement, the Responsible Use Policy, or the law; and (c) the Client's applications and the relationship with its End Users.
10.2. Any intellectual property indemnification provided by Fabapp in favor of the Client, as well as its conditions and exceptions, may be set out in a Service Order.
11. General provisions
11.1. Assignment: the Client will not assign this Agreement without prior consent; Fabapp may assign it in a corporate reorganization or transfer of assets.
11.2. Severability of clauses; absence of a corporate/employment relationship.
11.3. Changes: changes to this Agreement will be communicated by reasonable means; negotiated terms prevail in accordance with the Service Order.
12. Governing law and jurisdiction
This Agreement is governed by the laws of the Federative Republic of Brazil. The foro da Comarca de São Paulo/SP (courts of the Judicial District of São Paulo/SP) is elected, with waiver of any other, however privileged it may be.
13. Contact
Commercial and contractual matters: privacy@fabapp.com — FABAPP TECNOLOGIA S.A.