This Software Use License Agreement, hereinafter referred to as the Agreement, is a legal agreement between an individual or a legal entity, hereinafter referred to as LICENSEE and Nassoft Comercia Ltda., A legal entity governed by private law, registered with the CNPJ under number 00.328.481 / 0001- 83, with headquarters at Rua Dona Joana de Gusmão, 179, Guanabara neighborhood, CEP 13073.370, City of Campinas, State of São Paulo, Brazil, hereinafter referred to as LICENSOR, for use of the NasSoft Manager Gestão Escolar computer program, hereinafter referred to as SOFTWARE, made available in this act by the LICENSOR, for the term determined by the LICENSEE in the act of licensing the SOFTWARE, which includes the computer program and may include the associated physical means, any printed materials and any available online or electronic documentation.
When using the SOFTWARE, even partially or as a test, the LICENSEE will be bound by the terms of this Agreement, agreeing with them, especially with regard to CONSENT TO ACCESS, COLLECTION, USE, STORAGE, TREATMENT AND TECHNIQUES FOR PROTECTING THE LICENSEE INFORMATION for the full execution of the functionalities offered by the SOFTWARE.
In case of disagreement with the terms presented here, the use of the SOFTWARE must be stopped immediately.
1. Intellectual Property
By this Agreement, LICENSEE does not acquire any intellectual property rights or other exclusive rights, including patents, designs, trademarks, copyrights, rights to confidential information or business secrets, on or related to the SOFTWARE or any part of it.
LICENSEE also does not acquire any rights over or related to the SOFTWARE or any part of it, other than the rights expressly licensed to it under this Agreement or any other mutually agreed written agreement that LICENSEE may have entered into with LICENSOR.
Any rights not expressly granted in this Agreement are reserved, and all content available on the Portal will be the exclusive property of the LICENSOR, including, but not limited to, texts, graphics, images, logos, icons, photographs, editorial content, notifications, software and any other type of material.
2. Declaration of Will
The LICENSEE declares to be aware of the rights and obligations arising from this Agreement, this Agreement constituting the complete agreement between the parties, as well as claims to have read, understood and accepted all the terms and conditions contained therein.
The LICENSEE declares that he has been duly informed of the confidentiality policy and environments for protecting confidential information, personal data and access records, freely and expressly consenting to the actions of collecting, using, storing and treating said information and data.
The LICENSEE further declares to be aware that the operations that correspond to the acceptance of this Agreement, certain options, as well as termination and other changes will be recorded in the LICENSOR's databases, together with the date and time of acceptance. by the LICENSEE, and this information may be used as evidence, regardless of any other type of formality.
The LICENSEE declares to be aware that in order to take advantage of the SOFTWARE's functionalities, PERSONAL INFORMATION must be made available so that the SOFTWARE, in an automated way, collects and uses it for its full and adequate functioning.
3. SOFTWARE Use License
Subject to the terms and conditions of this Agreement, LICENSEE is granted a revocable, non-exclusive and non-transferable license to use the SOFTWARE. The LICENSEE may not use or permit the use of the SOFTWARE for any purpose other than the processing of its information, as well as that of its customers, subject to the limits established in this Agreement. This license does not imply the ability to access software other than those originally located on the SOFTWARE. In no event will the LICENSEE have access to the SOFTWARE source code now licensed, as it is the LICENSOR's intellectual property.
Under no circumstances is the LICENSEE or third parties permitted in general:
- copy, assign, sublicense, sell, lease or copy, reproduce, donate, dispose of in any way, transfer totally or partially, under any modalities, free of charge or temporarily, temporarily or permanently, the SOFTWARE object of this Agreement, as well as its modules, parts, manuals or any information related to it;
- withdraw or change, totally or partially, the notices of reservation of rights existing in the SOFTWARE and in the documentation;
- reverse engineer, decompile or disassemble the SOFTWARE.
This Agreement shall enter into force on the date of its acceptance by the LICENSEE and shall remain in force for an indefinite period.
6. Remuneration and Payment Method
The LICENSEE must pay the LICENSEE the amount of the respective chosen plan, according to the periodicity defined among the payment options made available to the LICENSEE at the time of contracting.
If the LICENSEE, during the term of this Agreement, opts for another licensing plan, the amounts will be changed according to the respective chosen plan.
Failure to pay on the dates determined for its maturity will result in the suspension of access to the SOFTWARE until the financial issues are settled.
If the suspension remains for more than 30 (thirty) days, the LICENSOR may fully delete the information released in the SOFTWARE by the LICENSEE.
The values established in the act of licensing the SOFTWARE will be updated annually or in the shortest period of time legally permitted by the IGPM-FGV accumulated in the period, or in the event of its extinction, of another official index that will replace it.
7. Restitution of Information
Suspended access to the SOFTWARE, LICENSOR will keep the LICENSEE's information released in the SOFTWARE for a period of 30 (thirty) days, counted from the suspension of access. During this period, the LICENSEE will make the LICENSEE's information available to be extracted from the SOFTWARE in .csv format, at the request of the BIDDER after settlement of the outstanding debt.
After 30 (thirty) days from the suspension of this Agreement, ALL LICENSEE INFORMATION will be permanently deleted from the LICENSEE's database, regardless of whether this information was extracted or not by the LICENSEE.
8. LICENSEE'S Obligations
The LICENSEE is obliged to:
- Maintain trained 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, reports and other information that report the circumstances in which the problems occurred, in order to facilitate and streamline the procedures. works;
- Maintain, at your expense, a telecommunication line, modem, communication software, e-mail address and other resources necessary to communicate with the LICENSOR;
- Respond for the information entered in the SOFTWARE, for the registration, permissions, passwords and how to use its users. The LICENSOR, under no circumstances, will be responsible for the content (information, passwords, copies of information, etc.) about the SOFTWARE, therefore, this information will not be revised at any time. The LICENSEE will always be responsible for the information in the SOFTWARE.
- Make sure that it is not prohibited by legal and / or contractual determination to pass INFORMATION, whether PERSONAL or of any other kind, as well as any other data to the LICENSOR, necessary for the performance of the service offered by this Contract.
- Do not use the SOFTWARE in any way that may imply an unlawful, infringement, violation of rights or damage to the SOFTWARE.
LICENSOR, as well as third parties.
- Do not publish, send or transmit, by any existing means or that may become available, any file that contains viruses, worms, Trojan horses or any other program that may contaminate, destroy or interfere with the functioning of the SOFTWARE.
- Inform the LICENSOR whenever there is any change in the INFORMATION that may prevent, limit or impair access to the INFORMATION necessary for the performance of the features offered by the SOFTWARE.
- If the LICENSEE believes that his login and password to access the Portal have been stolen or are known to other people, for any reason, he must immediately inform the LICENSOR, without prejudice to the immediate password change through the Portal.
9. LICENSOR Obligations
The LICENSOR is obliged to:
- The LICENSEE guarantees to the LICENSEE that the SOFTWARE must function regularly, if the conditions of use defined in the documentation are respected. In the event of programming failures ("bugs"), the LICENSOR shall undertake to correct such failures, and may, at its discretion, replace the version of the SOFTWARE with failures with a corrected version;
- Provide, following the acceptance of this Agreement, access to the SOFTWARE for the period established between the parties;
- Suspend access to the SOFTWARE that is not respecting the content rules established herein or the legal rules in force or, at the end of the term of this Agreement, regardless of prior notice;
- Change the specifications and / or characteristics of the SOFTWARE licensed to improve and / or correct errors;
- Provide access to support services from 8:00 am to 6:00 pm (Brasília time) via chat, via email (email@example.com) or by phone +55(019)3112-6000, on weekdays, Monday Friday, except for Saturdays, Sundays, breaks and holidays, to clarify doubts of a non-functional nature and directly related to problems in the SOFTWARE.
- Maintain the LICENSEE'S INFORMATION, as well as access records, in secrecy, and said INFORMATION will be stored in a safe environment, respecting the LICENSEE's privacy, privacy, honor and image, according to the rules of Law No. 12,965 / 2014, also known as Carolina Dieckmann Law.
10. Service Level
10.1. The LICENSOR will make commercially reasonable efforts to make the SOFTWARE available at least 99% (ninety-nine percent) during each Year of Services. In the event that the LICENSOR does not fulfill the commitment, the LICENSEE will have the right to receive the credit corresponding to 1 (one) month of tuition or 1/12 of the month if he has hired on an annual basis.
10.1.1. Year of service means the 365 days preceding the date of a service level claim. If the LICENSEE is using the SOFTWARE for less than 365 days, the corresponding year of service will still be considered as the previous 365 days. However, the days prior to your use of the services will be considered 100% availability.
10.2. The LICENSEE may regularly monitor the availability of the SOFTWARE by accessing the Portal address: www.nassoft.com.br.
10.3. The service level commitment does not apply to the following unavailability circumstances:
10.3.1 - interruption of the electricity supply;
10.3.2 - emergency stops not exceeding 4 (four) hours;
10.3.3 - stops that occur in the period between 0 am and 6 am (Brasília time);
10.3.4 - stoppages caused by factors that are beyond the control of the LICENSOR, including cases of force majeure or Internet access and related problems;
10.3.5 - stoppages resulting from any acts or omissions of the LICENSEE or third parties;
10.3.6 - stoppages resulting from the equipment, software or other technologies that the LICENSEE uses and / or the equipment that prevents regular access to the SOFWARE;
10.3.7 - shutdowns resulting from failure of individual instances not attributable to the LICENSEE's unavailability;
10.3.8 - stops resulting from changes made in the form of access to LICENSEE INFORMATION;
10.3.9 - shutdowns resulting from network management practices that may affect its quality.
11. LICENSOR'S Liability Exemption
- Due to operation failure, operation by unauthorized persons or any other cause in which there is no fault of the LICENSOR;
- For compliance with the LICENSEE's legal deadlines for the delivery of tax documents or tax payments;
- For damages or losses resulting from administrative, managerial or commercial decisions taken based on the information provided by the SOFTWARE and;
- For problems defined as “fortuitous case” or “force majeure” contemplated by Art. 393, of the Brazilian Civil Code.
- For possible problems arising from third party actions that may interfere with the quality of the service
- The LICENSEE will not be responsible for revising the INFORMATION provided by the LICENSEE, either with regard to the accuracy of the data, or as to the legality or threat of violation due to the provision of this information.
12. Resumption of Software
The LICENSEE reserves the right to retake the SOFTWARE, object of this Agreement in the cases in which the LICENSEE uses the SOFTWARE in a different way from that stipulated in this Agreement.
13. Limited Warranties
To the maximum extent permitted by applicable law, the SOFTWARE is provided "as is" and "as available", with all flaws and without warranty of any kind.
The LICENSOR does not guarantee that the functions contained in the 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 or work with any SOFTWARE, applications or services of third parties.
In addition, the LICENSEE recognizes that the SOFTWARE must not be used or are not suitable for use in situations or environments in which the failure or delay of, the errors or inaccuracies of 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 facilities, navigation or aerial communication systems, air traffic control, life support systems or weapons.
14. Limitation of Liability
In no event shall LICENSOR be liable for personal injury or any incidental, special, indirect or consequential loss, including, without limitation, loss of profit, corruption or loss of data, failure to transmit or receive data, non-continuity of business or any other commercial loss or loss, arising from or related to your use or your inability to use the SOFTWARE, for any other reason. Under no circumstances will LICENSOR's full liability with respect to LICENSEE for all damages exceed the amount paid by LICENSEE to LICENSEE for obtaining this license to use the SOFTWARE.
15. Free, express and informed consent for access to confidential information and personal data
The LICENSEE, by accepting to use the SOFTWARE, in addition to fully accepting this Agreement, also freely and expressly allows the LICENSOR to collect, use, store and process his INFORMATION, including his personal, financial, bank, account data , which will be necessary for the service offered to be provided in its entirety.
For this, the LICENSEE consents, freely and expressly, to supply the data that allow access to his INFORMATION so that the SOFTWARE performs all the functions for which it was designed.
In addition, the LICENSEE declares and acknowledges that for the provision of the services and features offered by the SOFTWARE, the LICENSOR accesses this INFORMATION directly in the database, without making any emulation of security measures, using only the INFORMATION, as well as other necessary information , provided by the LICENSEE, as authorized.
The LICENSEE, through this Agreement and providing the ACCOUNT INFORMATION, expressly authorizes and consents that the LICENSOR accesses its INFORMATION as agent.
The LICENSOR declares that all INFORMATION will be used solely and exclusively for the proper functioning of the SOFTWARE, and the LICENSOR is absolutely prohibited from carrying out any transactions.
The LICENSEE consents that when accessing the LICENSOR's Portal, the LICENSEE may collect technical navigation information, such as the type of computer browser used to access the Portal, Internet protocol address, pages visited and average time spent on the Portal. Such information may be used to guide the LICENSEE itself and improve the services offered.
The LICENSEE consents freely and expressly that its INFORMATION may be transferred to third parties as a result of the sale, acquisition, merger, corporate reorganization or any other change in the LICENSOR's control. The LICENSEE, however, undertakes, in these cases, to inform the LICENSEE.
The LICENSEE consents freely and expressly that the LICENSEE uses "cookies" only to control the audience and navigation on its Portal and to enable the identification of segmented and personalized services to the LICENSEE's profile. The LICENSOR guarantees that this information collected through "cookies" is statistical and not personal, as well as that it will not be used for purposes other than those expressly provided for in this Agreement, committing itself to adopt all necessary measures, in order to avoid access and the use of such information by any third parties, without proper authorization.
The LICENSEE may terminate this Agreement at any time, provided that it communicates the LICENSOR, in writing, importing, with respect to the licensing plan contracted, the payment, by the LICENSEE and the outstanding balance, if any, with 30 days. For licensing plans with prepayment, if the LICENSEE decides to terminate this Agreement before the end of the contracted term, 0% (zero percent) of the remaining balance of the Agreement will be refunded. The remainder will be considered as a fine to cover operating costs for early cancellation.
In the event of termination of this Agreement, the LICENSEE's personal, bank, financial and other information will be available in accordance with clause 7 of this term, being permanently deleted after 30 (thirty) days from the date of termination.
17. Legal Provisions
- The LICENSEE cannot provide services to third parties using the LICENSOR'S SOFTWARE without the LICENSOR's prior and express authorization. Thus, the SOFTWARE cannot operate under the multi-company regime, requiring a specific license for each company ;
- If the LICENSEE develops a new module or product that features a copy, in whole or in part, whether of the data dictionary or of the program, it will be considered as part of the SOFTWARE provided by the LICENSOR, therefore, its ownership will be incorporated by the LICENSOR and its use conditioned to these contractual clauses;
- This Agreement binds the parties and their successors and only the LICENSEE has a non-exclusive license to use the SOFTWARE, however, it is prohibited to transfer the rights and obligations imposed by this Agreement. 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 Agreement;
- The tolerance of one party towards the other regarding the breach of any of the obligations assumed in this contract will not imply in novation or waiver of right. The tolerant party may, at any time, demand from the other party the faithful and complete fulfillment of this contract;
- The cause of contractual termination does not constitute failure to comply with the obligations assumed here as a result of facts that do not depend on the will of the parties, such as those that constitute the act of God and force majeure provided for in Article 393 of the Brazilian Civil Code;
- If any provision of this Agreement is found to be void, voidable, invalid or inoperative, no other provision of this Agreement will be affected as a consequence thereof, and therefore the remaining provisions of this Agreement will remain in full force and effect as if such a null, voidable, invalid or inoperative was not contained in this Agreement;
- The LICENSEE agrees that the LICENSEE may disclose the closing contract for commercial purposes, mentioning the LICENSEE's name and brand in commercial campaigns, and may even disclose messages sent in writing or orally, by telephone, for use on websites, newspapers , magazines and other campaigns for the duration of this Agreement. The LICENSEE also accepts to receive notifications via e-mail about training, partnerships and campaigns related to the SOFTWARE;
- 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.
- The LICENSEE may, at its sole discretion, at any time, and without the need for prior communication to the LICENSEE:
- Terminate, modify or suspend, totally or partially, the LICENSEE's access to the SOFTWARE, when said access or registration is in violation of the conditions established in this Agreement;
- Terminate, modify or suspend, totally or partially, the LICENSEE's access to the SOFTWARE, when said access or registration is in violation of the conditions established in this Agreement;
- Add, delete or modify the content offered on the Portal.
- The LICENSOR may still, at its sole discretion, suspend, modify or terminate the activities of the SOFTWARE, upon prior notification to the LICENSEE, providing ways and alternatives to extract the information, except in the event of unforeseeable circumstances or force majeure.
- The LICENSOR may, by means of communication in the e-mail indicated by the LICENSEE in its registration, or by means of a notice on the Portal, set prices to offer certain contents and / or services, even though initially they were offered free of charge, being the its use, after said notice, considered as LICENSEE's agreement with such prices.
18. Applicable Law
This Agreement will be governed, interpreted and subject to Brazilian laws and, in case of default of the obligations contracted herein, the parties, from the outset, irrevocably and irretrievably elect the court of the District of the City of Campinas, State of São Paulo, to resolve any doubts or controversies arising from this Agreement, to the exclusion of any other, however privileged it may be.
The terms used in this Agreement shall be interpreted and used as defined below:
ACCOUNT INFORMATION: information and data relating to the LICENSOR'S SOFTWARE LOGIN and ACCESS PASSWORD, as well as other information necessary to access, collect, store, use and treat the functionalities contained in the LICENSOR'S SOFTWARE.
FINANCIAL INFORMATION: information provided by the LICENSEE and that has some financial character, such as KEY / TOKEN OF APIs PAYMENT, KEY / TOKEN OF APIs MESSAGES, BANK, AGENCY and CURRENT ACCOUNT NUMBER.
PERSONAL INFORMATION: any information provided by the LICENSEE that identifies him, such as NAME, ADDRESS, DATE OF BIRTH, PHONE NUMBER, E-MAIL, among others.
INFORMATION: all LICENSEE's information related to personal, financial and account information is understood.
LICENSEE: natural or legal person, with full ability to contract, who accesses the LICENSOR'S SOFTWARE through the Portal, performing his registration, accepting the terms of this Agreement and taking advantage of the features offered by the SOFTWARE.
SOFTWARE: software exclusively owned by the LICENSEE, whose functionalities and services are available through the Portal, through which the LICENSEE's information will be provided directly by him.
Campinas, December 1st, 2019.
Nassoft Comercial Ltda.