These are the terms that will determine our relationship.
Before using Otimize Nesting, it is necessary that you read, understand, and agree to these terms.
Acceptance of Terms
This End User License Agreement ("EULA") is a legal agreement between the licensee (individual or legal entity) (the "LICENSEE") and Inovativa Tecnologia Eletrônica LTDA, a legal entity governed by private law, registered with the CNPJ under no. . 09.255.328/0001-23, headquartered at Rua Paulo Malschitzki, 10 IBT Inovaparq incubator, located in Zona Industrial Norte - 89.219-710 - Joinville, Santa Catarina – Brazil, (the “LICENSOR”) to use the computer program called Otimize Nesting, made available herein by the LICENSOR (the "SOFTWARE"), for the period determined by the LICENSEE in the act of licensing the SOFTWARE, which includes the computer program and may include the associated physical media, any materials printed documents, and any “online” or electronic documentation. By using the SOFTWARE, whether partial or on a trial basis, the licensee will be bound by the terms of this EULA and agree to them. In case of disagreement with the terms presented herein, the use of the SOFTWARE must be immediately discontinued.
1. Intellectual Property
LICENSEE does not hereby acquire any intellectual property rights or other exclusive rights, including patents, designs, trademarks, copyrights or rights to confidential information or trade secrets, on or related to the SOFTWARE or any part thereof. LICENSEE also does not acquire any rights in or in connection with the SOFTWARE or any component thereof, other than the rights expressly licensed thereto under this EULA or any other mutually agreed written agreement that LICENSEE may have entered into with LICENSOR. Any rights not expressly granted hereunder are reserved.
2. Declaration of Will
The licensor declares to be aware of the rights and obligations arising from this EULA, this instrument constituting the complete agreement between the parties. He further declares that he has read, understood, and accepted all terms and conditions.
3. Software Use License
Subject to the terms and conditions hereof, this EULA grants LICENSEE a revocable, non-exclusive, non-transferable license to use the SOFTWARE. The LICENSEE may not use or allow the use of the SOFTWARE for any purpose other than internal use. This license does not imply the ability to access software other than that originally located in the SOFTWARE. Under no circumstances will the LICENSEE have access to the source code of the SOFTWARE now licensed, as it is the LICENSOR's intellectual property.
Under no circumstances is the LICENSEE or third parties allowed, in general:
a.copy, assign, sublicense, sell, lease or guarantee, reproduce, donate, dispose of in any way, transfer in whole or in part, under any form, free of charge, temporarily or permanently, the SOFTWARE object of this EULA, as well as its modules, parts, manuals or any information related thereto;
b.remove or change, in whole or in part, the existing copyright notices in the SOFTWARE and in the documentation;
c. reverse engineering, decompiling, or disassembling the SOFTWARE.
This EULA comes into force on the date it is accepted by the LICENSEE and will remain in force for an indefinite period.
6. Remuneration and Payment Method
The LICENSEE must pay the LICENSOR the amount of the respective plan chosen according to the periodicity defined among the payment options made available to the LICENSEE upon contracting.
If the LICENSEE, during the term of this instrument, opts for another licensing plan, the values will be changed according to the respective chosen plan.
Failure to pay on the due dates will result in the suspension of access to the SOFTWARE until the financial disputes are settled.
If the suspension lasts for more than 30 (thirty) days, the LICENSOR may fully delete the information entered in the SOFTWARE by the LICENSEE.
The values of the licensing plans can be updated annually, according to the table of plans and prices in effect at the time of the readjustment. The LICENSEE will be informed at least 7 (seven) days in advance of the renewal for possible price adjustments.
7. Restitution of Information
Once access to the SOFTWARE is suspended, the LICENSOR will keep the LICENSEE's information released therein for a period of 30 (thirty) days, counted from the suspension of access. During this period, the LICENSOR will make the LICENSEE's information available to be extracted from the SOFTWARE in .csv format.
8. Licensee's Obligations
The LICENSEE is obliged to:
a. Maintain trained personnel for the operation of the SOFTWARE and for communication with the LICENSOR and provide, whenever any problems occur with the SOFTWARE, all documentation, reports, and other information that report the circumstances in which the problems occurred, aiming to facilitate and streamline work;
b. Maintain, at its own expense, a telecommunication line, modem, communication software, e-mail address, and other resources necessary for communication with the LICENSOR;
c.Respond to the information inserted in the SOFTWARE, for the registration, permissions, passwords, and mode of use of its users. The LICENSOR will under no circumstances be responsible for the content (information, passwords, copies of information, etc.) on the SOFTWARE, therefore, this information will not be reviewed at any time. The responsibility for the SOFTWARE information always rests with the LICENSEE
9. Licensor's Obligations
The LICENSOR is obliged to:
a.The LICENSOR guarantees to the LICENSEE that the SOFTWARE will function regularly if the conditions of use defined in the documentation are respected. In the event of programming failures ("bugs"), the LICENSOR will undertake to correct such failures, and may, at its discretion, replace the copy of the Programs with failures with corrected copies;
b. Provide, following the acceptance of this EULA, access to the SOFTWARE for the period established between the Parties;
c. Suspend access to the SOFTWARE that violates the content rules established herein or the legal rules in force or, at the end of the validity period of this instrument, regardless of prior notice;
d.Change the specifications and/or characteristics of the licensed SOFTWARE for improvement and/or correction of errors;
e.Provide access to support services via WhatsApp chat or via email ([email protected]) for clarification of non-functional doubts directly related to problems in the SOFTWARE.
10. Service Level
10.1. The LICENSOR will use commercially reasonable efforts to make the SOFTWARE available at least 99.7% (ninety-nine point seven percent) during each Service Year. In the event that the LICENSOR does not comply with the commitment, the customer will be entitled to receive the credit corresponding to 1 (one) monthly fee or 1/12 if contracted annually.
10.1.1. Year of Service means the 365 days preceding the date of a service-level claim. If the customer has been using the SOFTWARE for a period of less than 365 days, the corresponding Year of Services will still be considered as the preceding 365 days; however, the days prior to your use of the services will be considered 100% availability. Periods of operational downtime that occur prior to a successful claim of Service Credit cannot be used towards future claims.
10.2. The Service Level Commitment does not apply to circumstances of unavailability resulting from (i) an interruption in the supply of electricity or emergency stops not exceeding 2 (two) hours; (ii) are caused by factors beyond the LICENSOR's reasonable control, including cases of force majeure or Internet access and related problems; (iii) result from any acts or omissions by the LICENSEE or third parties; (iv) result from the equipment, software or other technologies that the LICENSEE uses and/or from the equipment that prevent regular access to the SOFWARE; (v) result from failures of individual instances not attributable to the unavailability of the LICENSEE;
11. Licensor's Disclaimer
a. Due to operation failure, operation by unauthorized persons, or any other cause for which the LICENSOR is not at fault;
b.For compliance with the LICENSEE's legal deadlines for the delivery of tax documents or tax payments;
c.For damages or losses resulting from administrative, managerial, or commercial decisions taken based on the information provided by the SOFTWARE and;
d. For problems defined as "act of God" or "force majeure" contemplated by Art. 393, of the Brazilian Civil Code.
12. Resumption of Software
The LICENSOR reserves the right to resume the SOFTWARE, the object of this EULA in cases where the LICENSEE uses the SOFTWARE in a manner different from that stipulated in this instrument.
13. Limited Warranties
To the fullest extent permitted by applicable law, the SOFTWARE is provided “as is” and “as available”, with all faults and without warranty of any kind.
The LICENSOR does not guarantee that the functions contained in the software will meet its needs, that the operation of the SOFTWARE will be uninterrupted or error-free, that any service will continue to be available, that defects in the SOFTWARE will be corrected, or that the software will be compatible or work with any THIRD PARTY SOFTWARE, APPLICATIONS OR SERVICES.
Furthermore, the LICENSEE acknowledges that the SOFTWARE must not be used or are not suitable for use in situations or environments in which failure or delays, errors or inaccuracies in the content, data, or information provided by the SOFTWARE could lead to death, personal injury, or serious physical or environmental damage, including, but not limited to, the operation of nuclear facilities, navigation or air communication systems, air traffic control, life support or weapons systems.
14. Limitation of Liability
In no event shall the 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 of business or any other commercial damage or loss arising out of or relating to your use of or inability to use the software for any other reason. Under no circumstances will the LICENSOR's full liability towards the licensee for all damages exceed the amount paid by the LICENSEE to the LICENSOR for obtaining this SOFTWARE license.
If the LICENSEE violates this Agreement, the LICENSOR may, in addition to all other rights and remedies provided for in this Agreement or by law, consider this Agreement immediately terminated, 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) Due to non-payment of the amounts due on the due dates; (4) By suspending access for a period longer than 30 (thirty) days.
16. Legal Provisions
a.The LICENSEE may not provide services to third parties using the LICENSOR'S SOFTWARE without prior and express authorization from the LICENSOR;
b. If the LICENSEE develops a new module or product that characterizes a copy, in whole or in part, whether of the data dictionary or the program, it will be considered as part of the software provided by the LICENSOR, therefore, its property incorporated by the LICENSOR and its use conditioned to these contractual clauses;
c.This EULA obliges the parties and their successors and only the LICENSEE has a non-exclusive license to use the SOFTWARE, being, however, forbidden to transfer 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 in this EULA;
d.Tolerance by one party towards the other regarding non-compliance with any of the obligations assumed in this contract will not result in novation or waiver of rights. The tolerant party may, at any time, require the other party to faithfully and fully comply with this contract;
e. Non-compliance with the obligations assumed herein as a result of facts that are independent of the will of the parties, such as those that configure acts of God and force majeure provided for in article 393 of the Brazilian Civil Code, do not constitute cause for contractual termination;
f. If any provision of this EULA is found to be void, voidable, invalid, or inoperative, no other provision of this EULA will be affected as a consequence thereof, and therefore the remaining provisions of this EULA will remain in full force, and effect as if such void, voidable, invalid or inoperative is not contained in this EULA;
g.The LICENSEE agrees that the LICENSOR may disclose the closing of the contract for commercial purposes, mentioning the name and brand of the LICENSEE in commercial campaigns, and may even disclose messages sent in writing or orally, by telephone, for use on websites, newspapers, magazines, and other campaigns, while this EULA is in force. The LICENSEE also agrees to receive notifications via email about training, partnerships, and campaigns related to the SOFTWARE;
h. In this act, the LICENSOR expressly authorizes the LICENSEE to collect and use its technical and operational data present in the SOFTWARE, for the purposes of studies and improvements in the SOFTWARE.
17. 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, hereby irrevocably and irreversibly elect the jurisdiction of the Judicial District of the City of Joinville, State of Santa Catarina, to resolve any doubts or controversies arising from this AGREEMENT, to the exclusion of any other, however privileged it may be.