In order to use ClickCompliance, acceptance of the terms described below is indispensable.
This End User License Agreement ("EULA") is a legal agreement between a licensee (physical or legal person) named LICENSEE and IMPETO SERVICOS DE INFORMATICA LTDA, a private legal entity of a technical nature registered with CNPJ nº 03.427.203- 0001/57, located at Largo São Francisco de Paula, 42/1001, Bairro Centro, CEP 20.051-070, in Rio de Janeiro RJ, hereinafter referred to as LICENCIANTE, for use of the computer program called ClickCompliance, hereby made available by LICENSOR ( the "SOFTWARE"), for the term determined by the LICENSEE in the act of licensing the SOFTWARE, by means of the following clauses and conditions.
OF THE OBJECT
1.1. The purpose of this instrument is the right of use for a specified period of time in the licensing of the SOFTWARE, which covers the computer program and may include any printed material, and any online or electronic documentation. By using the SOFTWARE, even if partial or as a test, the licensee shall be bound by and agree to the terms of this EULA. In case of disagreement of the terms presented here, the use of the SOFTWARE must be interrupted immediately.
1.2. Subject to the terms and conditions of this instrument, this EULA grants the LICENSEE a revocable, non-exclusive and non-transferable license to use the SOFTWARE. LICENSEE may not use or permit the use of the SOFTWARE for any purpose other than internal use. This license does not imply the ability to access software other than those originally located in the SOFTWARE. Under no circumstances will the LICENSEE have access to the source code of the SOFTWARE now licensed, as this is the intellectual property of the LICENSOR.
1.3. The license granted to this EULA is restricted in the use of the SOFTWARE, for its own benefit, and use of the resources as per the acquired plan, LICENSEE does not hereby acquire any intellectual property rights or other exclusive rights, including patents, trademarks, copyrights, or rights over confidential information or business secrets, over or relating to the SOFTWARE or any part thereof. LICENSEE also does not acquire any rights over or relating to the SOFTWARE or any component thereof, other than the rights expressly licensed thereto under this EULA or any other mutually agreed upon written agreement that the LICENSEE may have entered into with the LICENSOR. Any rights not expressly granted herein are reserved.
DECLARATION OF ACCEPT
2.1. The LICENSEE acknowledges that it has knowledge of the rights and obligations under this EULA, and this instrument constitutes the entire agreement between the parties. You further declare that you have read, understood and accept all terms and conditions.
THE OBLIGATIONS OF THE PARTIES
3.1. Obligation of the LICENSEE:
3.1.1. Maintain qualified personnel for the operation of the SOFTWARE and for communication with the LICENSOR and provide, whenever there are any problems with the SOFTWARE, all documentation and information that reports the circumstances in which the problems occurred, in order to facilitate and speed up the work, as well as as any details requested by the LICENSOR;
3.1.2. Maintain, at your expense, the telecommunication line, modem, communication software, e-mail address and other resources necessary to communicate with LICENSOR and access to the SOFTWARE;
3.1.3. Respond to the information entered in the SOFTWARE, by the registration, permissions, passwords and mode of use of its users. LICENSOR shall not be liable for the content (information, passwords, copies of information, etc.) of the SOFTWARE under any circumstances, and shall not be reviewed at any time. Responsibility for the SOFTWARE information is always the responsibility of the LICENSEE.
3.1.4. Make payments according to the conditions stipulated in this contract.
3.2. Obligation of the LICENSOR:
3.2.1. LICENSOR warrants to the LICENSEE that the SOFTWARE shall operate on a regular basis, subject to the conditions of use set forth herein. In the event of programming failures, the LICENSOR shall undertake to correct such failures, and may at its discretion replace the copy of the Programs with faults for corrected copies;
3.2.2. Provide, upon acceptance of this EULA, access to the SOFTWARE for the term established between the Parties;
3.2.3. Suspend access to the SOFTWARE that is in violation of the clauses of this object or the legal norms in force or, at the end of the term of validity of this instrument, regardless of prior notice;
3.2.4. To change the specifications and / or characteristics of the SOFTWARE licensed for the improvement and / or correction of errors;
3.2.5. Provide access to support services through the help desk tool configured in the SOFTWARE for clarification of non-functional questions directly related to problems in the SOFTWARE.
3.2.6. The LICENSEE is exempt of any obligations in the situations:
126.96.36.199. For failure of operation, operation by unauthorized persons or any other cause in which there is no fault of the LICENSOR;
188.8.131.52. For compliance with the legal deadlines of the LICENSEE for the delivery of tax documents or tax payments;
184.108.40.206. For damages or losses arising from administrative, managerial or commercial decisions taken based on the information provided by the SOFTWARE;
220.127.116.11. For problems defined as "fortuitous event" or "force majeure" contemplated by Article 393 of the Brazilian Civil Code.
18.104.22.168. In no event shall LICENSOR be liable for personal injury or any incidental, special, indirect or consequential damages including, without limitation, damages for loss of profit, corruption or loss of data, failure to transmit or receive data, non-business continuity or any other commercial loss or loss arising out of or relating to your use or your inability to use the software for any other reason. under no circumstances shall LICENSOR's full liability in respect of the licensee for all damages exceed the amount paid by LICENSEE to LICENSOR for obtaining this SOFTWARE license.
PERIOD OF VALIDITY
4.1. This EULA shall enter into force on the date of its acceptance by the LICENSEE.
4.2. The license term of the SOFTWARE is valid for a period of 12 months, counting from the acceptance of this object.
4.3. The term may be extended as agreed between the parties. The new contract being subject to the value updates, according to clause 5, of this ELUA.
5.1. The LICENSEE shall pay the LICENSOR the value of the respective plan chosen according to the periodicity defined between the payment options made available to the LICENSEE at the time of hiring.
5.2. If the LICENSEE, during the validity of this instrument, opts for another license plan, the values will be changed according to the respective chosen plan.
5.3. Failure to pay on the due dates will result in suspension of access to the SOFTWARE until financial issues are settled.
5.4. Suspending access to the SOFTWARE, LICENSOR shall keep LICENSEE's information posted thereon for a period of 30 (thirty) days, counted from the suspension of access. In this period, the LICENSEE may request to export its data in CSV format.
5.5. If the suspension lasts for more than 30 (thirty) days, LICENSOR may fully exclude the information released in the SOFTWARE by the LICENSEE.
5.6. The values established in the SOFTWARE licensing act will be updated annually at the end of the 12-month contract with the LICENSEE, not before the contractual termination period.
6.1. Under no circumstances is it permissible for the LICENSEE or third parties, in general:
6.1.1. Copy, assign, sublicense, sell, lease or guarantee, reproduce, donate, alienate in any way, transfer in whole or in part, under any conditions, gratuitously or onerously, provisionally or permanently, the SOFTWARE object of this EULA, as well as its modules, parts, manuals or any information relating thereto;
6.1.2. Withdraw or alter, in whole or in part, the right reservation notices in the SOFTWARE and in the documentation;
6.1.3. Reverse engineering, decompiling or disassembling the SOFTWARE.
6.2. Being totally subject to immediate suspension of the use of the software and cancellation of the contracting period, without any contractual refunds by the LICENSOR.
7.1. In no event shall LICENSOR be liable for personal injury or any incidental, special, indirect or consequential damages including, without limitation, damages for loss of profit, corruption or loss of data, failure to transmit or receive data, non-business continuity or any other commercial loss or loss arising out of or relating to your use or your inability to use the software for any other reason. under no circumstances shall LICENSOR's full liability in respect of the licensee for all damages exceed the amount paid by LICENSEE to LICENSOR for obtaining this SOFTWARE license.
7.2. The data released in the LICENSOR SOFTWARE is owned by the LICENSEE, so upon termination of this usage agreement, he may request to export his data in CSV format within 30 days.
7.3. After the period of 30 (days) the information will be totally excluded.
7.4. In case of cancellation and / or withdrawal by the LICENSEE, the amount paid by the LICENSEE will only be refunded if the cancellation occurs within 7 (seven) days from the date of payment.
8.1. LICENSOR, in the execution of this Agreement, without prejudice to its contractual and legal responsibilities may use, as necessary, specialized technical support from third parties, individuals or legal entities regardless of prior notification to the CONTRACTOR, provided there are no costs subsequent to the CONTRACTING PARTY.
8.2. The LICENSEE will not be able to provide services to third parties using the SOFTWARE of the LICENSOR without prior and express authorization of the same;
8.3. If the LICENSEE develops a new module or product that characterizes a copy, in whole or in part, either from the data dictionary or from the program, it will be considered as part of the software provided by the LICENSOR, being therefore its incorporated property by LICENSOR and its use conditioned to these contractual clauses;
8.4. This EULA binds the parties and their successors and only the LICENSEE has a non-exclusive license to use the SOFTWARE, and is, however, prohibited from transferring the rights and obligations imposed by this instrument. Such limitation, however, does not affect the LICENSOR, who may, at any time, assign, in whole or in part, the rights and obligations inherent to this EULA;
8.5. The contractual termination does not constitute a breach of the obligations assumed here as a result of facts that are independent of the will of the parties, such as those that constitute the fortuitous event and force majeure provided for in article 393 of the Brazilian Civil Code;
8.6. If any provision of this EULA is found void, void, invalid or inoperative, no other provision of this EULA shall be affected as a consequence thereof, and therefore the remaining provisions of this EULA shall remain in full force and effect as if such void, voidable, was not contained in this EULA;
8.7. The LICENSEE agrees that the LICENSOR may disclose the closing contract for commercial purposes, mentioning the name and brand of the LICENSEE in commercial campaigns, and may also disseminate messages sent in written or oral form, by telephone, for use in websites, newspapers , magazines and other campaigns, for as long as this EULA is in force. The LICENSEE further agrees to receive electronic notifications regarding training, partnerships and campaigns related to the SOFTWARE;
8.8. In this act, LICENSOR expressly authorizes LICENSEE to collect and use your technical and operational data contained in the SOFTWARE for study and improvement purposes in the SOFTWARE.
9.1. The PARTIES elect the Forum of the city of Rio de Janeiro - RJ, as sole authority to resolve the doubts or controversies arising from this Agreement.