Updated and effective from May 1st, 2020!
These Terms cover and subject all Mapperidea licenses, products, consumer services and websites, including when purchased from distributors, and their reading is extremely important.
When purchasing a Mapperidea license, product or service, either directly or via an authorized reseller; when creating a Mapperidea Virtual Account; through the use of licenses, products and services; or continuing to use the licenses, products and services after being notified of a change to these Terms, the contractor/user (hereinafter Contractor) accepts these Terms in their entirety, and agrees to comply with them without making changes.
By agreeing to these Terms, the Contractor undertakes not to engage in illegal conduct and to circumvent any restrictions on access to the availability of Mapperidea licenses, products or services.
Mapperidea is the creator, manufacturer and holder of licenses, products and services marketed by it or its affiliated resellers. As for process patents and software copyrights, they are subject to licensing, not sale.
Changes to these Terms may occur from time to time, which will be notified to the Contractors, via versioning. The use or renewal of the Packages, Services and Products after the changes become effective will imply adherence to the new Process, Software and Products Licensing Terms, as provided in these Terms.
CONTRACTING PARTY: data entered in the Virtual Account, Commercial Proposal or in the Purchase Order electronically or physically signed.
CONTRACTOR: NEOINIX DESENVOLVIMENTO TECNOLOGICO LTDA, a legal entity governed by private domestic law, registered with CNPJ nº. 20.411.494/0001-04, with headquarters at Rua Helio Richardi, 335, Cascavel/PR, CEP 85.811-220.
“External Applications and Providers” means an internet-based or offline software application that interoperates with a service and is not Mapperidea Technology, as well as a data access provider that is not provided by Mapperidea.
“Registration” means the need to perform a previous registration, in any type of digital media, for the use of certain features provided by Mapperidea, implying the creation of a Virtual Account.
“Virtual Account” means the account(s) created by the Contractor for access and use of the Packages, Services and Products, as well as the adhesion to this Agreement, as applicable.
“Agreement” means this standard subscription agreement, eventually also called “Term” or “Terms”.
“Documentation” means online user guides, manuals for Products, Packages or Services, documentation located on the website, on social networks and also physically, as well as help and training materials provided by the Contractor or its duly accredited partners.
“Invoice” means the document issued by the Contractor, electronically or physically, through which the Contractor’s signatures are collected, and accepted as a tax document.
“Software Ideas Map” is the mental map that uses an iconography and common/colloquial language to intuitively define the needs, rules and resources of a computer-implemented system.
“Software Architecture Map” is the mental map written in a specific, standardized language to determine which source code should be written when the gear/engine finds the logical match in the software’s idea map.
“Purchase Order” means the purchase order specifying the Packages, Services and Products to be purchased/supplied, as provided for in this Contract and in any addenda and attachments issued by the Contractor for exceptional cases, in which the contract is not carried out through Online Platform. This concept includes the Promotions, as well as the Packages, Services and Beta Products offered by the Contractor as free trials. By confirming a Purchase Order, the Contractor agrees to be bound by both its terms and this Agreement, whose Terms become an integral/original part of the Purchase Order for all legal and moral purposes.
“Packages, Services and Products” means the functionalities, advanced support and products made available within the scope of the Online Platform, as well as via the telesales channel, other digital media/platforms, social networks, or even physically/in person, in exchange for contracting signature. This concept includes Promotions, as well as Packages, Services and Products Beta Version, offered as free trials, as well as Packages, Services and Paid Products, including associated offline components that may be made available, as described in the Documentation. “Packages, Services and Products” do not include External Applications. Mapperidea reserves the right to modify the content, type and availability of any Package, Service or Product, at any time.
“Licensed and/or Purchased Packages, Products and Services” means the solutions, notably the process of creating software source codes, advanced support, as well as the products and other services offered by the Contractor in relation to which the Contractor acquired licenses and/or the product itself; through the Online Platform, the adhesion to the Terms of this contract will be made through the creation of a Virtual Account or via virtual acceptance, with the basic data described in the Purchase Order or in the Virtual Account; through a specific Purchase Order, the contract will be signed in person or virtually, using signature tools.
“Packages, Services and Products Beta Version” means the Contractor’s solutions that are not normally available to customers, and are used to test new features/products.
“Online Platform” means the virtual environment made available on the Mapperidea Contractor’s website, through which the User, after creating the Virtual Account, can purchase licenses for the Packages, Services and Products, access the Packages, Services, licensed Products, as well as have access to all content provided by the Contractor, notably training, provided that it is included in its Package, Service or Product, as well as communicate with the Contractor through the means made available to it.
“Commercial Proposal” consists of a proposal presented or signed with third parties accredited to license/commercialize Mapperidea Packages, Products and Services.
“Intellectual Property” means all trade secrets, software creation processes, patents and patent applications, notably for developed processes, services and products, registered or unregistered trademarks, including any goodwill acquired on those marks, service marks, trade names, copyright, notably computer software, moral rights, rights in inventions and all other intellectual, industrial and property rights in general, whether registered or unregistered, any previous order, and all rights to make precedent, and all other equivalent rights that may exist anywhere in the world.
“Your Data” or “Data” means, briefly, the electronic data and information presented to the Contractor or its agents accredited by or for the Contractor and/or its users/agents when the opening of the Virtual Account, Registration, licensing and the use of Packages, Products or Services; information that can identify the Contractor and its users/agents (“personal data, including images”); the information provided when using the Virtual Account, or our physical or virtual platforms; when filling out forms in them; when consulting the adherence to any Promotion or Beta Version; when the Contractor or its users/agents communicate by telephone, e-mail or otherwise, and; when you report a problem with our Platforms, Packages, Services and Products; the data collected automatically by the Contractor’s systems when using the Virtual Account, our functionalities, social networks, Packages, Services or Products, including interactions with third party social networks; the data processed by or for the Contractor using the Virtual Account, the Packages, Services or licensed Products; also, the other data contained in the Privacy and Data Protection Policy that is available on the Online Platform.
“Mapperidea Technology” means the technology, processes and Intellectual Property licensed by the Contractor, strictly to enable Users to access the Licensed Packages, Services and Products, including computer programs (software), websites, networks and equipment.
“User” means an individual who is authorized by the Contractor to use the Licensed and/or Purchased Packages, Services and Products, for whom the Contractor has requested and is whom the Contractor, or the Contractor at the request of the Contractor, has provided a user identification and password, the custody of which is your sole responsibility. “Users” may include, for example, the employees, consultants, service providers, agents and third parties with whom the Contractor does business.
2. THE RESPONSIBILITIES OF CONTRACTOR MAPPERIDEA:
2.1. Availability of Packages, Products and Licensed Services and/or Purchased. By (i) formalizing the signature of the Packages and Services, or the acquisition of Mapperidea Products, which may occur via authorized resellers, independently or as a solution embedded in other products; by “accepting” the Purchase Order Terms and this Agreement at the time of order completion, or when signing a physical or digital copy of this Agreement or a Purchase Order – whichever comes first and, in any case, signaling the full understanding and acceptance of the Terms and Conditions now proposed -, as applicable, (ii) as well as payment confirmation, the Contractor will: (a) make the Licensed and / or Purchased Packages, Services and Products available for the Contractor, under the terms of the characters of the offer made available, of this Agreement, and of the elements contained in the Purchase Order; (b) provide the Contractor with standard support with respect to the Licensed and/or Purchased Packages, Services and Products, at no additional cost, aware to the Contractor that certain Packages, Services and Products may offer differentiated support, for an additional charge, and (c) make commercially reasonable efforts to keep Licensed and/or Purchased Packages, Services and Products available online 24 hours a day, 7 days a week, except in the event of: (i) planned downtime and (ii) any unavailability caused by circumstances beyond the Contractor’s reasonable control, including, for example, a force majeure event, failure or delay of the internet connection provider, External Applications or blocking services.
2.3. Packages, Services and Products Beta Version. Periodically, the Contractor may make available or invite the Contractor to test Packages, Services and Products Beta Version, at no cost. The specific Terms for each “beta version” will be indicated at the time they are offered and will be subsidiaryly governed by the Terms of this Agreement. If there is no separate specification, the terms of this contract will be valid in full. Each test can be different. The Contractor may accept or decline this invitation, at its sole discretion. The integration of a Beta Package, Service or Product to the test may require prior registration or opening of a Virtual Account, at the Contractor’s discretion. Beta Version Packages, Services and Products will be clearly designated as beta, pilot, limited edition, developer preview, non-production. Packages, Services and Products Beta Version will be for evaluation purposes, not necessarily intended for production, and are not considered “Packages, Services and Products” under this Agreement; will not have traditional support, and may be subject to additional Terms. Unless otherwise stated, any trial period of the Beta Version Packages, Services and Products will expire after one year from the start of the trial date or the date on which a definitive version becomes available, whichever comes first. The Contractor may discontinue the availability of Beta Version Packages, Services and Products at any time, at its sole discretion, and never make them available again. The Contractor shall have no liability for damages or losses arising from or in connection with Packages, Services and Beta Products.
3. USE OF PACKAGES, SERVICES AND PRODUCTS; THE CONTRACTING PARTY’S RESPONSIBILITIES; CONTRACTING PARTY’S PROPERTY:
3.1. Licenses and Subscriptions. Except as expressly provided in this Agreement, Mapperidea does not grant the Contractor licenses or other rights of any kind under any patent, specialized knowledge, trade secrets, trademarks or other intellectual property owned or controlled by Mapperidea or by any related entity, including, among others, others, name, commercial image, logo or equivalent. Unless otherwise specified in the Purchase Order, Commercial Proposal or this Term/Contract, (a) the software creation process developed by Mapperidea, as well as the Mapperidea API Software and others that may be developed and made available to the Contractor, they are exclusively licensed, not sold, and Mapperidea reserves all Intellectual Property rights related to them; (b) the rights to use and access the Packages and Services and Licensees will occur via subscriptions, which will be valid for the term in which they are active in the Virtual Account linked to them, whose term will be determined in the Purchase Orders or Commercial Proposals; (c) certain subscriptions may only license the use of the “Software Ideas Map”, in which case they will use source codes already pre-designed by the Contractor or by third parties, and replicable through the correct construction of a “Map of Software Ideas ”; (d) in the form of these Terms, subscriptions/licenses may be added during the term of another subscription/past license, generating a credit proportional to the rest of the time, which will be used for partial payment of the new package/subscription; (e) the price of the new subscriptions/licenses will be the one in force for the time of the respective new contracts, discounting may be granted, at the Contractor’s discretion; and (f) any added subscriptions/licenses will end on the same date as the underlying subscriptions/licenses.
3.2. Usage Limits and Access Data Guard. The use and access to the Licensed and/or Purchased Packages, Services and Products are subject to usage limits, notably of (i) time – daily, weekly, monthly and/or annual, as established in the Purchase Order – and (ii) in relation to the number of Users specified in the Virtual Account, Purchase Order or Commercial Proposal, as applicable. Unless otherwise specified, (a) the amount provided for in the Virtual Account, Commercial Proposal or Purchase Order, as applicable, refers to the number of Users allowed to use the Licensed and/or Purchased Packages, Services and Products, for the specified time of use; (b) the identification of the use of the Packages, Services and Products Licensed and/or Purchased by any User other than the contracted number will be charged additionally by the Contractor, and the charge will be for the highest amount per User exposed in a public offer on the day of use; (c) a User’s identification data is the exclusive custody of the Employer and the respective User, and cannot be shared with any other person; and (d) a User identification can be transferred to a new person, replacing the one who will no longer use the Licensed and/or Purchased Packages, Services and Products, provided that the total number of Users registered as a result of the Purchase Order, the Commercial Proposal and this Agreement is maintained; (e) depending on the type of contract, notably in the case of corporate contracts, the assignment of users can only occur within the same corporation or the same Contract. If the User limit is exceeded, regardless of prior approval, the Contractor will be authorized to charge pro rata the additional quantities for providing access to the Licensed and/or Purchased Packages, Services and Products, in accordance with Section 5.2 (Billing) and Payment); the charge will occur at the highest amount per User exposed in a public offering on the day of use and will not prevent the Contractor from canceling the additional subscription at any time.
3.2.1. Some Packages, Services and Products may only grant access to the Software Ideas Map.
3.3. Your Responsibilities. The Contractor (a) will be responsible for the fulfillment of this Agreement, either by you (in case of single use), or by your Users and agents; (b) will be responsible for the accuracy, quality and legality of Your Data and the means by which you acquired Your Data, committing yourself not to use any false, inaccurate or misleading information when signing a Virtual Account; (c) when creating an account on behalf of an entity or legal person, make sure that you have the legal authority to link that entity to this Agreement, it is prohibited to transfer credentials to another user or entity; (d) make undertake commercially reasonable efforts to prevent unauthorized access or use of Licensed and/or Purchased Packages, Services and Products; (e) notify the Contractor immediately of any unauthorized access or use; (f) use the Licensed and/or Purchased Packages, Services and Products in accordance with the Documentation, this Agreement, and applicable laws and regulations; (g) will be fully responsible for the custody and use of their access credentials, as well as for their delegation to the Users who will be elected by it, bearing all the consequences of the use of the password by unauthorized persons and; (h) comply with the External Application Terms of Service that you may use to access the Licensed and / or Purchased Packages, Services and Products.
3.4. Licenses and Use Restrictions. The Contractor acknowledges that the processes and system created by the Contractor are protected by national laws and international treaties on copyright and intellectual property, as well as the ownership of any and all copyrights and property. Intellectual about them belongs to the Contractor. It also recognizes that the rights to use the process(s) and software(s) are licensed exclusively through this agreement, for the term expressed in the Purchase Order or Commercial Proposal, or in the respective renewals, not there being, under no circumstances, any assignment of rights related to the title(s)/property(s) of the same(s); as a result, the Contractor (a) will not sell, resell, license, sublicense, distribute, rent or lease any of the Licensed and/or Purchased Packages, Services and Products, nor offer any of them within the scope of a service agency or outsourcing offer; (b) will not use Licensed and/or Purchased Packages, Services and Products to create, store or transmit libelous, illegal or unlawful content, or to create, store or transmit content in violation of the privacy rights of third parties; (c) will not use the Licensed and/or Purchased Packages, Services and Products to create, store or transmit malicious code; (d) will not interfere with or disrupt the integrity or performance of any third party tools or data contained therein; (e) will not attempt to gain unauthorized access to any tool or its related systems or networks; (f) will not allow access, direct or indirect, or the use of any tool in order to circumvent a contractual use restriction; (g) will not copy the Licensed and/or Purchased Packages, Services and Products or any part, processes, resource, function or user interface, nor will it reproduce, modify, create or prepare derivative works from any Mapperidea Documentation or Technology; (h) will not copy the Licensed and/or Purchased Packages, Services and Products, except when expressly permitted by the Contractor, specifically and in advance, for security purposes only; (i) will not reproduce any part or process of any of the Licensed and/or Purchased Packages, Services and Products beyond its own intranet or its own internal business purposes or permitted in the Documentation; (j) will not access any of the Licensed and/or Purchased Packages, Services and Products in order to create or build a competing product or service; (k) will not reverse engineer, reverse assemble or decompile any process or Licensed and/or Purchased Packages, Services and Products, including Mapperidea Technology, or (l) will not attempt in any way to extract the source code of any Mapperidea Technology , being aware that irregular use – pirate – will result in the loss of all rights of access, support, documentation, guarantees and updates that may eventually be provided by Mapperidea®.
3.4.1. Violation of these Terms may result in immediate interruption of access and enjoyment of the Licensed and/or Purchased Packages, Services and Products, as well as the Contractor’s Virtual Account.
3.5. Conditions of Use and Virtual Account: The Contractor may condition the use of Packages, Services and Products; Licensed and/or Purchased Packages, Services and Products; and the enjoyment of Promotions and Packages, Services and Products Beta Version when opening a Virtual Account or performing a previous registration, as well as viewing certain tutorial video courses on how to use it, even as a demonstration. The requirements may vary according to the type of Packages, Services and Products.
3.5.1. By creating a Virtual Account, the Contractor agrees to be treated as an adult and fully capable of practicing the acts of civil life; you also agree not to use any false, inaccurate or misleading information. In corporate contracts, third parties may assign to the Contractor the use of a Virtual Account; in such cases, the third party may have additional rights over said account, such as the ability to access or delete it. When creating a Mapperidea account on behalf of a company or employer, the creator declares that he has the legal authority to bind that entity to these Terms, this statement being his sole responsibility. It is prohibited to transfer the credentials of the Virtual Account to another user or entity. As a protection measure, the Contractor must keep his account details and password confidential, as he will be solely responsible for all activity that occurs in the Virtual Account.
3.5.2. The creation of a Virtual Account through a corporate email may give rise to communication to the owner of the associated domain, as well as allow him to control and administer that account, access and process Your Data, including the contents of communications and files. In this case, the use of Mapperidea Packages, Services and Products may be subject to contracts signed with the corporation, in order to apply these Terms in a subsidiary manner.
3.5.3. Mapperidea may inform the Contractor about the Packages, Services and Products via email address or telephone number associated with the Virtual Account; you can even use the same file to verify the Contractor’s identity before registering the email or cell phone number, as well as to verify the purchase of Packages, Services or Products. Notifications can also be sent by other means (messages in the product or private social networks, for example, WhatsApp). Data or messaging fees may apply to the Employer.
3.5.4. The Contractor may close his Virtual Account at any time, remembering that, in this case, he may lose access to the Packages, Services and Products purchased, and that they need an active account to be used and/or renewed. When requesting the closure, Mapperidea will keep the account suspended for a period of 90 (ninety) days, and within this period, the Contractor may recover it free of charge, simply by making a new access. At the end of the term, the Virtual Account will be definitively closed, and access to it will cease immediately. In that case, Your Data will be deleted, and it is advisable to maintain a backup if the Contractor intends to review said data.
3.5.5. Mapperidea reserves the right to close inactive Virtual Accounts, that is, those that have no transactions within the 01 year term, except in cases where a longer period is provided for in a certain Term or Contract.
3.6. Ownership of the Contractor: with the exception of all other rights established in this Agreement and, eventually, in other specific Terms, they will belong to the Contractor, provided that created by him, (i) the Software Ideas Map, (ii) the Software, as well as (iii) the Codes/Templates Generated as a result of joining these maps through the Software Mapperidea API.
3.7. Updates. Sometimes, it will be necessary to perform Mapperidea software updates to continue using Packages, Services and Products. In that case, the Contractor may automatically check the Contractor’s software version and download software updates or configuration changes. The contractor may also need to update the software to continue using the Packages, Services and Products. Such updates are subject to these Terms, unless other Terms accompany the updates, in which case those other Terms will prevail. Mapperidea is under no obligation to make all updates available and does not guarantee support for the version of the system for which the Contractor has licensed the software, applications, content or other products. Such updates may not be compatible with software or services provided by third parties.
3.8. Fraud. As part of fraud protection procedures or other types of unauthorized activities, Mapperidea reserves the right to refuse to process a request for the acquisition of its Packages, Products or Services, due to suspected fraud, illegal act, illegal activity or in cases of suspected bad faith. If there is any suspicion, Mapperidea may reject orders and cancel licenses, purchases or access by its Users, without prior notice, or contact the Contractor through the contracts provided to confirm data. It also reserves the right to cancel any accounts, orders, due to suspected fraud, illegal act, illegal activity or in cases of suspected bad faith. Mapperidea adopts these measures to protect its Users, as well as itself against fraud or unauthorized activities. All of these procedures will be performed without prior notice to the User.
4. APPLICATIONS AND EXTERNAL PROVIDERS:
4.1. Availability and Acquisition of Applications and Use of External Providers. The Contractor or third parties may directly make available to the Contractor products or services complementary to the Contractor’s Packages, Services and Products, including, for example, External Applications, Providers and other consulting and assistance services. Any purchase by the Contractor of external products or services, and any exchange of data between the Contractor and any external application or provider, is your sole responsibility. The Contractor shall have no participation or interference in the relationship between the Contractor and the holder of the application or external provider in question. The Contractor does not warrant or provide support in relation to External Applications and Providers, or other external products or services, whether or not designated by the Contractor as “certified” or otherwise, unless expressly specified in the Documentation that formalizes the acquisition of the Packages or Purchased Products, for example, as an “embedded solution”.
4.3. Integration with External Applications. If the Licensed and/or Purchased Packages, Services and Products contain tools designed to interoperate with Applications and External Providers, the Contractor may need to obtain access to the Application and External Provider, as well as may be required to give access to the Contractor, from his Application account and External Provider. If the holder/supplier of an Application or External Provider fails to provide access to them for interoperation with the Licensed and/or Purchased Packages, Services and Products, the Contractor may cease to provide access to the Licensed Packages, Services and Products and/or Purchased by the Contractor without the right to a refund, credit or other compensation.
5. VALUES AND TIME OF USE; PAYMENTS OF PACKAGES, SERVICES AND PRODUCTS LICENSED AND / OR ACQUIRED; FUTURE FEATURES:
When purchasing a Mapperidea Package, Service or Product, except in cases of diverse and specific provisions contained in other instruments, these payment terms will apply to the acquisition.
5.1. Values and Time of Use. When licensing a Package, Service or purchasing a Product, the Contractor agrees to pay the specified price, and in the currency specified at the time of ordering, as well as applicable taxes. You also agree, with the time of use informed, as well as with the form and frequency of charge indicated. The Contractor will pay all amounts specified in the Commercial Proposal or Purchase Order, and described in the Virtual Account, as applicable, related to the subscription of Licensed and/or Purchased Packages, Services and Products. Unless otherwise specified in a Commercial Proposal, Purchase Order or this Agreement, (i) the amounts are based on the Licensed and/or Purchased Packages, Services and Products, and not on their actual use, (ii) payment obligations they are not cancellable; (iii) the amounts paid are non-refundable. The Contractor’s charges do not include credit card, bank or foreign exchange charges, taxes, duties, charges, contributions, launches, obligations or fees and/or government charges of any nature. The Contractor is responsible for paying all associated and/or fees arising from the contracting for the licensing of a Package, Service or purchase of a Product, as well as any other charges arising from breaches of this Agreement, notably when the number of Users is exceeded, in the Terms Section 3.2 (Limits of Use).
5.2. Revenues and Payment. When purchasing a Package, Service or Product, the Contractor will be asked to provide a form of payment. Depending on the Package, Service or Product, the Contractor agrees to authorize Mapperidea to charge (i) in advance; (ii) at the time of signing; (iii) right after the subscription or (iv) on a recurring basis, in the case of Packages, Services and Products subject to continued use, in which case, the charge will occur successively and automatically, according to the periodicity informed, and will continue to occur until the subscription is terminated, either by the end of the period provided, or by the Contractor itself, in the case of subscriptions without termination; the cancellation should occur before the next billing date. Exceptionally, in cases where the contracting of Licensed and/or Purchased Packages, Services and Products is not formalized through the Online Platform, the invoicing of the Packages, Services or Products will be carried out as provided for in the Commercial Proposal or Purchase Order that formalizes the hiring.
5.2.1. In order for payments related to subscriptions to Packages, Services and Licensed and/or Purchased Products to be processed, the Contractor shall provide the Contractor with valid, updated and necessary information to register the payment order, either via invoice, Credit Card, Fintechs and processors payments, or Bank slip. When providing such information to Mapperidea, the Contractor authorizes it or third parties responsible for processing payments to carry out the necessary operations, registering the data, making the slip(s) or debiting the amounts informed on the Credit Card corresponding to all Licensed and/or Purchased Packages, Services and Products for the initial subscription term, as well as any subscription renewal term, as defined in Section 9.2 (Term of Acquired Subscriptions and Renewal). In case of change of data, it will be the responsibility of the Contractor to change them in his Virtual Account.
5.2.2. In case of renewal of a Commercial Proposal or Purchase Order already in effect, it will not be necessary to sign/confirm a new Commercial Proposal or Purchase Order, and the contracting will continue to be governed by the Terms initially contracted, with the possibility of price changes in case of readjustment or change of Package, Service or Product.
5.2.3. The Contractor is responsible for providing the Contractor with accurate and complete billing and contact information, as well as notifying it of any changes to such information, and may do so through its Virtual Account. If the Credit Card expires or the payment method is invalidated in the future for any reason, the Contractor will remain responsible for all charges as long as the subscription or product does not expire or is canceled, as well as for all costs related to the charge, including court fees, attorney’s fees, collection agency fees and any other associated costs.
5.2.4. Depending on the place of contracting, some transactions may require the conversion of foreign currency or be processed in another country. In this case, additional fees may be charged by the institution that processes payments or remittances, notably due to the use of a Debit or Credit Card. The Contractor is advised to contact the bank or card operator for details.
5.2.5. Mapperidea may change the price of Packages, Products and Services at any time; if the Contractor has a subscription with recurring charges, prices will start to apply from the next billing cycle (for example, for monthly subscriptions, the new price will apply from next month, quarterly, from next quarter, and so on) against). The Contractor may be notified of the price change 15 (fifteen) days in advance and, if he does not agree with the change, he must cancel and discontinue the use of the Services before the price change takes effect; otherwise, he will be expressing his consent and authorizing the collection according to the new price set. If there is a fixed price and term for the provision of the Service, that price will remain in effect for the period established.
5.3. Delay. As a rule, the charge for the use of packages, services and products is made in advance of their use/enjoyment, and conditions the release or continuity of the User’s access, according to Section 5.4 (Suspension of Access and Anticipation). If no amount billed by the Contractor is received on the due date, without prejudice to other applicable measures being taken, and without the need for extrajudicial or judicial interpellation, (a) legal interest will be charged on the outstanding balance per month, without prejudice to (b) the contractor disregards the application of any business conditions granted at the time of contracting the subscription. In addition, after the delay of more than 30 days, it is expressly agreed that the Contractor may (i) charge for itself or use the service of third parties to collect the amount due, and/or (ii) report the default to the agencies and credit protection entities, without prejudice to the possibility of terminating the Agreement, under the terms of Section 9.4 (Hypothesis of Termination by the Contractor).
5.4. Suspension of Access and Anticipation. If the Contractor fails to make any payment on time and in accordance with the Commercial Proposal, Purchase Order and this Agreement, which govern the contracting of Licensed and/or Purchased Packages, Services and Products, the Contractor will not release or suspend immediately access to Licensed and/or Purchased Processes, Packages, Services and Products, until the amounts are fully paid. The Contractor will notify the Contractor, via Virtual Account and other forms of communication registered in the Virtual Account, informing about the default. The return to access of the Licensed and/or Purchased Packages, Services and Products will be normalized within 48 (forty-eight) hours from the settlement of the pending issues. Suspension or cancellation for non-payment may result in loss of access and use of your Virtual Account and its content.
5.5. Future Features and Changes. The Contractor agrees that its purchases are not conditioned on any expectation related to (i) delivery of any future functionality or features that are related to the Packages, Services and Products, or (ii) to any public comment, oral or written, made by the Contractor , its accredited or outsourced, via any type of physical or online platform, about possible features or characteristics to be developed. Mapperidea reserves the right to modify the content, type and availability of any Package, Service or Product at any time, without these changes becoming automatically integrated into the Licensed and/or Acquired Packages, Services and Products and in force.
5.6. If the Contractor is participating in a promotional offer, it may be necessary to cancel the Package, Product or Service within the period communicated upon acceptance of the promotional offer, in order to avoid charges for continuing to use the Package, Product, or Service at the end of the period .
6. LICENSES AND PROPERTY RIGHTS:
6.1. Reservation of Rights. Mapperidea clarifies that the Packages, Services and Products – except for some Products that, by their very nature, imply disposition of ownership -, process patents and software copyrights are exclusively licensed for a period of time and under established conditions, not selling. Mapperidea reserves all its rights, titles and interests related to Intellectual Property, Packages, Services and Products, the use of which is subject to the Terms and Conditions expressly provided for in this contract and in other instruments conveyed by it, including all its rights Intellectual Property related or not related to said products or packages.
6.2. License Granted by the Contractor to Use the Mapperidea Process and Technology. The Contractor grants to the Contractor a non-exclusive license, with a determined period of use and corresponding to the terms of the Packages, Services and Licensed and/or Acquired Products, of the rights related to the Mapperidea Process and Technology, making it strictly for the use of the Packages, Services and Licensed and/or Purchased Products; the use is subject to and subject to strict and strict compliance with the Terms of this Contract, the Documentation, the Commercial Proposal or Purchase Order, and the governing legislation, notably Law nº 9.279/96, 9.609/98 and 9.610/98.
6.3. License Granted by the Contractor to Host Contractor’s Data and Applications. The Contractor grants the Contractor and its accredited companies a license, with a limited term for the duration of the contracted subscriptions, to host, copy, transmit and display their Data, even if inserted in Applications and External Providers, as necessary for the Contractor to provide access to the Packages, Services and Products Licensed and/or Purchased pursuant to this Agreement. The Contractor may use the Data collected for the purpose of gathering anonymous information and metrics, without being directly linked to the Contractor.
6.3.1. Additional terms from Mapperidea and third parties may apply to the use of certain features, services and software, depending on their source. Authorized resellers may also include/sell/resell other software, applications or services in conjunction with Mapperidea packages, products or services, which will be subject to supplementary and specific License Terms.
6.4. License to Use Contractor Feedback. If the Contractor provides Mapperidea with any proposal, suggestions, feedback, including but not limited to ideas for new products, technologies, promotions, product names, product feedback and product improvements, it will give it, free of charge, royalties or other obligations , the right to use, create, create derivative works, use, share and commercialize feedback in any form and for any purpose; as a result, the Contractor shall not provide feedback that is subject to a license that requires the Contractor to license the software, its technologies or its documentation to any third parties simply because they are included in the feedback. Therefore, the Contractor grants the Contractor and its accredited parties a perpetual, irrevocable and royalty-free worldwide license to use and/or incorporate in their Packages, Services and Products any suggestion, request for improvement, recommendation, correction or other feedback provided by Contractor or its Users regarding the operation of the Packages, Services and Products.
6.5. Commercial References. The Contractor authorizes the Contractor to mention it and, when relevant, to use a reproduction of the Contractor’s brand or logo as a commercial reference, mainly in shows or events, in the Contractor’s sales documentation, on the Online Platform and in other media and social networks through which to disseminate its contents.
7. DECLARATIONS, WARRANTIES, DISCLAIMERS AND DUTY TO INFORM:
7.1. Statements. Each party declares that it has read in full and voluntarily entered into this Agreement, having the legal power to do it.
7.2. Contractor’s Warranties. The Contractor guarantees that (a) the Commercial Proposal or Purchase Order, this Agreement and the Documentation accurately describe the administrative, physical and technical safeguards applicable to protect the security, confidentiality and integrity of the Contractor’s Data; (b) will not decrease the general security of the Licensed and/or Purchased Packages, Services and Products during the term of your subscription; and (c) will not substantially decrease the functionality of the Licensed and/or Purchased Packages, Services and Products during the term of your subscription, with the exception of Applications and External Providers, as well as the provisions of Section 4.3 (Integration with External Applications).
7.3. Disclaimers. The Packages, Services and Products licensed by the Contractor, number of users, time of use, costs and other specifications were the object of the Contractor’s exclusive choice, upon prior and extensive knowledge of the content of each one, their functions and uses, which is why The contractor is not responsible for losses, damages, failures and inaccuracies in the functionalities at levels of quality, quantity and/or pretensions lower or different from those intended by the Contractor or his needs. The Contractor shall not be liable under this Agreement, if (i) the processes or systems are used in disagreement with the Documentation or, (ii) if the defect is caused by the Contractor, by a modification or by third party software or database. Likewise, the Contractor shall not be responsible for any claims or damages resulting from the inherently dangerous and/or inappropriate use of the processes or systems. Except as expressly provided in this Agreement, neither party grants guarantees of any kind, whether express, implied, statutory or otherwise; each party specifically disclaims all implied warranties. Beta Version Packages, Services and Products are provided “as is”, excluding any warranty of any kind. Each party is exempt from all liability and indemnification obligations for losses or damages caused by Applications and External Providers.
7.4. Duty to Inform and Procedures in Case of Violation of Intellectual Property. The Contractor shall inform the Contractor of any claim, demand, action or process initiated by a third party alleging that the use of a Licensed and/or Purchased Package, Services or Product results from a violation or misappropriation of its Intellectual Property rights. If it receives information about a violation or misappropriation claim related to a Licensed and/or Purchased Package, Services or Product, the Contractor may, at its discretion and at no cost to the Contractor (i) modify the solution so that it does not infringe rights third parties; (ii) obtain a license for the Contractor’s continued use of these solutions in accordance with this Agreement, which will be maintained in all its Terms, or (iii) terminate Contractor’s subscriptions to the conflicting solution. The above obligations apply only to the extent and to the extent that the Contractor’s solutions are the reason for the claim, and do not apply in the event of a claim against the Contractor due to the use of External Applications and Providers or breach of this Agreement arising from conduct of the Contractor; in this second case, any forced termination of this Agreement will not entitle the Contractor to any type of refund.
8.1. The Contractor’s Responsibility. The Contractor is responsible for indemnifying the Contractor in full for any violation or misappropriation of the Contractor’s Intellectual Property rights, whether implemented by it or by its Users, without prejudice to the immediate taking of the applicable extra and judicial measures, notably those provided for by Law nº 9.279/96, subjecting the Contractor to the communication of crime(s) against industrial property.
8.2. Exclusion of Consequential and Related Damages. Except in cases of serious negligence or intentional misconduct, neither party will have any liability to the other for any loss of profits, revenues or indirect, special, incidental, consequential, coverage or punitive damages, for failure to comply with obligations under contract or law. The above disclaimer will not apply to the extent prohibited by law.
9. DEADLINES AND CANCELLATION:
9.1. Deadline of the contract. This Agreement will start on the date on which the Contractor (i) creates a Virtual Account – when the compatible provisions will apply -; (ii) use any of the services that are available, even for free or as a form of testing; (iii) give acceptance to its Terms through the Commercial Proposal or Purchase Order, in the case of acquisition via Online Platform, even if it is about Beta Packages, Services and Products, or, (iv) send to the Contractor, either in person, either through their authorized resellers, a signed Purchase Order, Commercial Proposal or this Agreement, whichever is earlier, and will remain in effect until all subscriptions have expired or are terminated.
9.2. Term of Acquired Subscriptions and Renewal. When subscribing to the Packages, Services and Products, the Contractor agrees that it is authorizing recurring payments, aware that they must be made to Mapperidea or to an agent granted by it, using the method chosen, and at the recurring intervals with which it has agreed to the subscription is terminated. The term of each subscription will be consultable via a Virtual Account, accessible in the Contractor’s private area. Unless otherwise agreed, subscriptions will be automatically renewed for additional periods equal to the term of the expiring subscription. Automatic renewal will not occur if one of the parties gives the other notice of non-renewal through the Virtual Account. The price per unit during the automatic renewal period will be the one valid at the time of renewal for the same Package, Service or Product. In the event of a change, the price will be compatible with that disclosed for the Package, Service or similar Product. In case of the Contractor’s adhesion to the Promotions, the subscription may be automatically extended, giving rise to the start of the collection of the values in force for the Package, Service or Product at the time of adhesion. There will be no advance notification about the end of the Promotion, when the contract will be automatically renewed in the above Terms. To cancel and avoid the charge, the Contractor must notify the Contractor before the Promotion ends.
9.3. Cancellation of Packages, Services and Products. Provided it is not of immediate use (such as the acquisition of source codes via templates), the Contractor may cancel a Package, Service or Product at any time, with or without justification. Cancellation stops future charges. In the event of cancellation, the Contractor (i) may not receive a refund; (ii) may be required to pay cancellation fees; (iii) may be required to pay charges due prior to the cancellation date; and (iv) may lose access to and use of your Virtual Account. In the event of cancellation, the Contractor’s access to the Packages, Services and Products for continued use will end at the end of the expected billing period/cycle. If there is a balance, payment must take place within 10 (ten) days from the cancellation notice that will be sent to the Contractor’s email. Failure to comply with the deadline authorizes the Contractor to proceed pursuant to Section 5.3. (From Delay). After 45 (forty-five) days from the beginning of the contractual term, there will be no proportional refund of the amounts paid in advance.
9.4. Cancellations by the Contractor. The Contractor may terminate this Agreement on a motivated basis, without the need for prior communication, proceeding with the cancellation of the subscription and the immediate interruption of the Contractor’s and its Users’ access to the Licensed and/or Acquired Packages, Services and Products and the Virtual Account, in the following hypotheses: (i) in case of non-payment within the established period(s), or cancellation of the payment method chosen to settle the amounts related to the Licensed and/or Purchased Packages, Services and Products, after 30 days of the suspension referred to in Section 5.4 (Suspension of Access and Anticipation); (ii) request for judicial reorganization; (iii) non-compliance with any obligation, condition or charge established in these Terms; (iv) if the Contractor initiates any procedure for composition with its creditors; (v) initiate any liquidation or dissolution procedure, or; (vi) even if you attempt to transfer or assign this Agreement in whole or in part or; (vii) in case of violation of its Intellectual Property, without prejudice to the Contractor’s liability for any damages and/or losses caused to the Contractor as a result of the violation, as well as to answer for the crimes provided for in the governing legislation.
10. WARRANTIES AND LIMITATIONS OF LIABILITY:
10.1. Mapperidea and its resellers do not offer guarantees, contractual or legal nor conditions related to the use of the Packages, Services and Products made available and purchased. The Contractor is aware that use is at his own risk. Mapperidea and its resellers provide the Packages, Services and Products as they are. The Contractor may have certain rights under the governing law, and these Terms are not intended to affect those rights, if applicable, notably any legal guarantees. The Contractor acknowledges that computer systems are not fault-free, and that occasional periods of downtime may occur. Mapperidea does not guarantee that its Packages, Services and Products, especially when used in the cloud, will be uninterrupted, updated, secure or without errors, nor that there will be no loss of content.
10.2. The Contractor shall not be compensated for damages or losses of real or anticipated profits, direct or indirect, arising from the use of the Packages, Services and Products; loss of revenue; failure to perform or delays in performing the obligations assumed by the Contractor; losses arising from your use of Packages, Services and Products; losses due to failing to achieve its essential purposes. These limitations and exclusions will apply to the maximum extent permitted by law, in any judicial or extrajudicial requirements related to these Terms, as well as to Packages, Services and Products. As far as possible, and although not responsible, Mapperidea will try to minimize the effects of any of these events.
11. GENERAL PROVISIONS:
11.1. Entire Agreement. This Contract, added to the Commercial Proposal and/or the Purchase Order, are the instruments that govern the obligations signed between the Contractor and the Contractor in relation to the use of the Packages, Services and Products, the Packages, Services and Licensed Products and/or Purchased and the Beta Version Packages, Services and Products, which applies even in the case of contracts made by the Contractor’s accredited partners. The aforementioned instruments replace all previous and contemporary ones, proposals or statements, electronic, written or oral, on your subject. No modification, alteration or waiver of any provision of said instruments will be effective, unless in writing and signed by the parties. The parties agree that any term or condition, stated in a document other than this Agreement, the Commercial Proposal or the corresponding Purchase Order, is null or void.
11.2. Surviving Clauses: the provisions, obligations, prohibitions and similar provisions contained in these Terms which, by their nature, are applicable after the termination of the Contractors’ signatures, will survive any termination or cancellation of said Terms.
11.3. Competent Forum. All disputes arising out of or related to this Agreement shall be resolved in the jurisdiction of the Contractor’s headquarters.
11.4. Warnings. Unless otherwise provided for in this Agreement, communication between the parties must be given, if they come from the Contractor, through the channels provided by the Contractor; if it comes from the Contractor, through the means disclosed by the Contractor in its Registration or Virtual Account. Billing-related notifications must be sent by the Contractor directly to the Contractor, or through the billing contact designated by the Contractor. When it is necessary to inform something about a Package, Service or Product, apart from the means informed by the Contractor in its Virtual Account, the Contractor may send notifications via SMS (text message) or instant messaging applications; it may do so even to verify the identity of the Contractor before registering cell phone numbers, as well as to verify purchases made and suspicious access to Packages, Services or Products. The Contractor may also send notifications by other means (for example, by messages directly conveyed in the Package, Service or Product).
11.5. Assignment. As a rule, neither party may assign any of its rights or obligations under this contract. The assignment may occur solely and exclusively in cases of merger, spin-off, acquisition, corporate reorganization or sale of all or number of assets of the party that removes the corporate control, in which case this Agreement will continue to operate binding effects, reversing itself contractual benefits for the successors and authorized assignees. If the merger, spin-off, acquisition, corporate reorganization or sale of all or a number of assets of the party that removes the controlling interest, occurs in favor of a direct competitor of the other party, the aggrieved party may terminate this Agreement by written notification. In the latter case, if the Contractor is the assignor, it will be under the obligation to reimburse to the Contractor the amounts relating to the remainder of the term of all subscriptions; if the Contractor is the assignor, it will have the obligation to continue to make all payments due in favor of the Contractor, without the right to any refund.
11.6. List of Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, association, joint venture, agency, fiduciary relationship or employment relationship between the parties.
11.7. Renounce. No failure or delay by either party to exercise any right under this Agreement will constitute a waiver of that right.
11.8. Divisibility. If any provision of this Agreement is found by a court of competent jurisdiction to be contrary to law, the provision will be considered null and void, and the remaining provisions of this Agreement will remain in effect.
11.9. Rejection of Subscriptions. Mapperidea may reject any request to join its Packages, Services and Products when it finds the following reasons: (i) the tenderer or signatory does not have the authority to bind the Contractor, (ii) changes are made to the Commercial Proposal, Purchase Order or in these Terms, or (iii) the information regarding the requested order is incomplete or does not correspond to reality.
11.10. Executive title. Duly entering into force, the present Contract, linked to the Data of the Contractor’s signature, will embody “extrajudicial executive title”, serving to equip executive actions, and the parties expressly waive the signature of two witnesses to achieve this effect.