This End User License Agreement (“EULA”) is a legal agreement between the licensee (individual or legal entity) (the “LICENSEE”) and SETRION SOFTWARE LTDA, a private legal entity registered with the CNPJ under no. 07.379.057 / 0001-92, with headquarters at Rua Florianópolis, 1453, Guanabara neighborhood CEP: 89.207-000 Joinville, Santa Catarina – Brazil, (the “LICENSOR”) for use of the computer program called Milldesk, made available in this act by LICENSOR (“SOFTWARE”), for a period determined by the LICENSEE at the time of licensing the SOFTWARE, which includes the computer program and may include the associated physical media, any printed materials, 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.
Intellectual Property LICENSEE hereby does not acquire any intellectual property rights or other exclusive rights, including patents, designs, trademarks, copyrights or rights in respect of 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.
Statement of Will The licensor declares to be aware of the rights and obligations arising from this EULA, this instrument being the complete agreement between the parties. You further declare that you have read, understood and accept all terms and conditions.
Software Use License Subject to the terms and conditions of this instrument, this EULA grants the LICENSEE a revocable, non-exclusive, 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.
Restrictions In no case shall the LICENSEE or third parties, in general: a. 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;
B. remove or alter, in whole or in part, the rights reserved in the SOFTWARE and in the documentation;
W. reverse engineering, decompiling, or disassembling the SOFTWARE.
Term The present EULA shall enter into force on the date of its acceptance by the LICENSEE and shall remain in force for an indefinite period.
Remuneration and Form of PaymentThe LICENSEE shall pay the LICENSEE 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.
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.
Failure to pay on the due dates will result in suspension of access to the SOFTWARE until financial issues are settled.
If the suspension lasts for more than 15 (fifteen) days, LICENSOR may fully exclude the information released in the SOFTWARE by the LICENSEE.
The values established in the licensing of the SOFTWARE shall be updated annually or in the shortest period of time legally permitted by the IGPM-FGV accumulated in the period, or in case of extinction, of another official index that may replace it.
Restitution of Information Suspension of access to the SOFTWARE, LICENSOR shall keep the information of the LICENSEE released on the same for a period of 15 (fifteen) days, counted from the suspension of access. In this period, LICENSOR will make the LICENSEE’s information available to be extracted from the SOFTWARE in .csv format.
The Licensee’s Obligations The LICENSEE is bound to: a. Keep trained personnel for the operation of the SOFTWARE and for communication with the LICENSOR and provide, whenever problems occur with the SOFTWARE, all documentation, reports and other information that report the circumstances in which the problems occurred, in order to facilitate and speed up the SOFTWARE. works;
B. Maintain, at your own expense, telecommunication line, modem, communication software, e-mail address and other resources necessary to communicate with LICENSOR;
W. Respond to the information contained 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.
LICENSOR’S OBLIGATIONS LICENSEE is required to: a. The LICENSOR warrants to the LICENSEE that the SOFTWARE shall operate regularly, if the conditions of use defined in the documentation are respected. In the event of bugs, LICENSOR shall undertake to correct such faults and may at its discretion replace the copy of the Programs with faults for corrected copies;
B. Provide, upon acceptance of this EULA, access to the SOFTWARE for the term established between the Parties;
W. Suspend access to the SOFTWARE that is in breach of the content rules established herein or the current legal norms, or at the end of the term of validity of this instrument, regardless of prior notice;
d. To change the specifications and / or characteristics of the SOFTWARE licensed for the improvement and / or correction of errors;
and. Provide access to support services from 9:00 a.m. to 12:00 p.m. and from 14:00 a.m. to 6:00 p.m. (via Brasília time) via chat, via electronic mail (email@example.com) or via the phone : (47) 3026-3610, to clarify non-functional questions directly related to problems in the SOFTWARE.
Service Level10.1 – LICENSOR will use commercially reasonable efforts to make the SOFTWARE available at a minimum of 97.5% (ninety-seven point five percent) during each Service Year. In the event that the LICENSOR does not comply with the commitment, the client will have the right to receive the loan corresponding to 1 (one) month of monthly payment or 1/12 avos if contracted annually.10.1.1 – By Year of Service, if the 365 days preceding the date of a claim related to the service level. If the customer is using the SOFTWARE for less than 365 days, the corresponding Year of Services will still be considered as the previous 365 days; however, the days prior to your use of the services will be considered as 100% availability. Periods of operational downtime that occur prior to a successful Service Credit claim can not be used for future claims.
10.2 – The Service Level Commitment does not apply to the circumstances of unavailability resulting from (i) an interruption of the electric power supply or emergency stops not exceeding 2 (two) hours or occurring in the period from 24:00 to 6 : 00h (Brasília time); (ii) are caused by factors beyond the control of the LICENSOR, including cases of force majeure or access to the Internet and related problems; (iii) result from any acts or omissions of the LICENSEE or third parties; (iv) result in equipment, software or other technologies that the LICENSEE uses and / or equipment that prevent regular access to the SOFWARE; (v) result from failures of individual instances not attributable to the LICENSEE’s unavailability;
Disclaimer of Liability. For failure of operation, operation by unauthorized persons or any other cause in which there is no fault of the LICENSOR; For compliance with the legal deadlines of the LICENSEE for the delivery of tax documents or tax payments;
W. For damages or losses arising from administrative, managerial or commercial decisions taken based on the information provided by the SOFTWARE;
d. For problems defined as “fortuitous event” or “force majeure” contemplated by Article 393 of the Brazilian Civil Code.
Resumption of Softwares LICENSOR reserves the right to revert to the SOFTWARE, object of this EULA in cases where LICENSEE uses the SOFTWARE differently from that stipulated in this instrument.
LIMITED WARRANTIES To the maximum extent permitted by applicable law, the SOFTWARE is provided “as is” and “as is” subject to all faults and without warranty of any kind. LICENSOR does not warrant that the functions software will meet your needs, that the operation of the SOFTWARE will be uninterrupted or error free, that any service will remain available, that defects in the SOFTWARE will be corrected or that the software will be compatible with or work with any SOFTWARE, applications or third party services.
In addition, LICENSEE acknowledges that the SOFTWARE shall not be used or are not suitable for use in situations or environments where failure or delays in, errors or inaccuracies in the content, data or information provided by the SOFTWARE may lead to death, personal injury, or serious physical or environmental damage, including, but not limited to, the operation of nuclear installations, navigation or air communication systems, air traffic control, life support systems or weapons.
Limitation of Liability 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-continuity business 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 any circumstances LICENSOR’s full liability in respect of the licensee for all damages shall exceed the amount paid by the LICENSEE to LICENSOR for obtaining this SOFTWARE license.
If LICENSEE violates this Agreement, LICENSOR may, in addition to all other rights and remedies provided for in this Agreement or by law, consider terminating this Agreement immediately, regardless of prior notice: (1) At the end of the demonstration period (trial); (2) If the LICENSEE uses the SOFTWARE in a manner different from that established in this instrument; (3) For non-payment of the amounts due in the due date; (4) For suspension of access for a period exceeding 15 (fifteen) days.
Of the Legal provisionsa. 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 the LICENSOR and its use conditioned to these contractual clauses; 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;
W. The tolerance of one party towards the other regarding noncompliance with any of the obligations assumed in this contract shall not lead to novation or waiver of rights. The tolerant party may, at any time, demand from the other party the faithful and complete fulfillment of this contract;
d. 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;
and. 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;
f. 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;
g. 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.
Applicable Law This EULA will be governed, interpreted and will be subject to Brazilian laws and, in case of default of the obligations contracted herein, LICENSEE and LICENSOR, immediately elect, irrevocably and irreversibly, the jurisdiction of the City of Joinville, State of Santa Catarina, to resolve any doubts or controversies arising from this CONTRACT, with the exclusion of any other, however privileged it may be.