SOFTWARE LICENSE AGREEMENT TERM

The present license agreement for the use of software is signed between the legal entity of private law DALLO SISTEMAS LTDA, with head office in the City of Guarapuava, state of Paraná, country Brazil, established at Marechal Floriano Peixoto street, 1782, enrolled with CNPJ Nº 04.989.485 / 0001-49, named LICENSOR, and on the other hand, duly qualified in the term of acceptance as LICENSEE that agrees and fully adheres to this agreement.

The purpose of this agreement is to regulate rights and obligations related to the use of the CHAT SEGURO system, which LICENSOR will make available to you.

BY REGISTERING ON OUR WEBSITE AND USING OUR SERVICES THE LICENSEE MANIFEST AMPLE AND TOTAL ACCEPTANCE IN RELATION WITH THE CONDITIONS ESTABLISHED IN THIS AGREEMENT, THAT GOVERN THE USE OF THE CHAT SEGURO SOFTWARE. IF YOU ARE CONTRACTING THE SERVICES ON BEHALF OF A LEGAL PERSON OR ANOTHER NATURAL PERSON, YOU HEREBY DECLARE IN A CIVIL AND CRIMINAL LIABILITY WHICH HAVE AN AUTHORITY TO REPRESENT YOU AND ASSUME THE RIGHTS AND OBLIGATIONS CONTAINED IN THIS AGREEMENT.

Your registration in the Service or your use of it will be considered as your consent to the conditions hereby established, including, but not limited to, the privacy policy, the values and form of payment.

1. Privacy, security and disclosure

1.1. The privacy policy is an integral part of this agreement and can be obtained at http://www.chatseguro.net/en/politica.html

2. Restrictions on use

2.1. This agreement authorizes the use of the services offered through the CHAT SEGURO application, through the internet. The aforementioned authorization is personal, non-transferable and exclusive.

2.2. The LICENSEE can not, unless expressly, formally and unequivocally authorize, in writing, by DALLO SISTEMAS, (i) license, sublicense, sell, resell, transfer, assign, distribute or exploit commercially or make the Service or its content available to third parties; (ii) modify or create derivative works of the Service or its content; (iii) create "links" from the Internet to the Service or create "frames" or "mirror" any content on another wireless or Internet-based server or device or (iv) reverse engineer or access the Service in order to (a) create a competing product or service, (b) create a product using ideas, features, functions or graphic elements similar to those of the Service, or (c) copy ideas, functions or graphics of the Service.

2.3. The LICENSEE may only use the Service for its internal business purposes and shall not: (i) send spam or other duplicate or unsolicited messages that are in violation of the laws in force; (ii) sending or storing infringing, obscene, threatening, defamatory or illegal material, including material harmful to children or violating the rights of others; (iii) sending or storing material that contains viruses, (iv) interfering with or disrupting the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service and related systems and networks.

2.4 The LICENSEE, when using the service, access the service or use the website of other jurisdictions will do so of their own volition and are responsible for compliance with local legislation.

3. Responsibilities

3.1. The LICENSEE is responsible for all registration data provided and will be used during the use of the CHAT SEGURO as well as for all activities that occur in its user accounts and must comply with all applicable local, state, federal, and federal laws, treaties and regulations relating to your use of the Service, including those relating to data privacy, international communications and the transmission of technical or personal data.
The LICENSEE shall: (i) notify LICENSOR immediately of any unauthorized use of passwords or accounts or any other suspected breach of security; (ii) report to LICENSOR immediately and make reasonable efforts to immediately cease any copying or distribution of Content that LICENSEE or its Users are aware of or suspect; and (iii) not impersonate another CHAT SEGURO user nor provide false identity information to gain access to or use of the Service.

4. Account Information and Data

4.1. LICENSOR offers the hosting service and processing, not being and can not be interpreted as owning the data, information or materials that LICENSEE sends ("Customer Data") to the Service during the use of the CHAT SEGURO.

4.2. LICENSOR does not assume responsibility for any exclusion, correction, alteration, destruction, damage, loss or failure to store any Client Data that is effected from an authorized access, using a login and password registered in the information bases of CHAT SEGURO.

4.3.In the event of termination of contract by any party, LICENSOR will not keep the User Data on its servers, reserving the right to immediately delete the data of stored chats and users without any warning and, not watching right to any compensation.

5. Ownership of intellectual property

5.1. LICENSOR holds the exclusive ownership of all the Intellectual Property Rights of the CHAT SEGURO Technology, its content and the service, or related thereto, as well as any suggestions, ideas, requests for improvements, comments, recommendations or other information provided by the LICENSEE or by others and that are related to the Service. This Agreement is not a sale and does not grant any ownership rights to the Service, the technology of LICENSOR or its Intellectual Property Rights. The name CHAT SEGURO, the CHAT SEGURO logo and the product names associated with the Service are trademarks of LICENSOR, and no rights or licenses are granted to use them.

5.2. LICENSEE is obliged to respect LICENSOR's exclusive rights over the CHAT SEGURO system, complying with the prerogatives set forth in Brazilian Laws nº 9,609/98 and nº 9,610 /98, or in others that may eventually replace them.


6. Billing and renewal

6.1. The LICENSEE will pay the LICENSOR, monthly or annually, in advance, the amount defined from the choice of one of the plans offered.

6.2. At registration, the LICENSEE will have 15 calendar days to evaluate CHAT SEGURO at free of charge. After 15 days, if the LICENSEE do not chooses to hire CHAT SEGURO and a payment method is not chosen, the account will be automatically suspended.

6.3. LICENSOR charges and receives payments prior to the use of the CHAT SEGURO Service. On the due date of the contracting period, if there is no previous manifestation to the contrary, LICENSOR will automatically renew and issue a bill via bank or credit card, electronic invoice for services for the LICENSEE.

6.4. After 01 (one) year of validity of this agreement and the provision of the service(s) that is subject to it, the amount charged may be updated by applying the IGP-M accumulated in the period or any other index as of the US Dollar.

6.5. LICENSEE agrees to provide the LICENSOR. Complete and accurate contact and billing information. This information includes the complete and complete identification of the person on whose behalf the LICENSEE agrees to the terms of this agreement, mailing address, email address, and the name and telephone number of an authorized billing contact. LICENSEE shall update this information within 30 (thirty) days after any change. If the contact information provided by LICENSEE is false or fraudulent, LICENSOR reserves the right to terminate your access to the CHAT SEGURO, without prejudice to taking appropriate legal measures.


7. Non-payment and suspension

7.1. In addition to any other rights here granted to LICENSOR, LICENSOR reserves the right to suspend or terminate this Agreement and your access to the Service if your account is delinquent (late payment). In the event of default, the service will be suspended until the settlement of the debts.

7.1.1. The contract may be terminated, because of the LICENSEE's when there are delays in payments for a period of more than 60 days regardless of the communication of the debt, characterizing the lack of interest on the part of the LICENSEE in maintaining the services, in which case the LICENSOR will be previously and expressly authorized to suspend access, delete user data, such as stored chats and user registration, without prejudice to their fees.


8. Term, Renewal and Termination

8.1. This Agreement will become effective on the date on which the agreement is reached or on the date on which the LICENSEE commences the use of the service, whichever occurs first.

8.2. During the term of the agreement, LICENSEE may change the plan of services contracted if you wish to purchase a larger or smaller plan, and the amount charged according to the chosen plan is changed in the same way.

8.3. The option for the payment method of the difference between the value of the packages will be presented at the time of the new hiring and will follow the possibilities provided by clause 8.1 of the present.

8.4. The LICENSEE may terminate this agreement at any time without notice.

8.5. The billing cycle is monthly or yearly. If termination occurs before a service billing cycle is completed or in the middle of the billing cycle, amounts will not be refunded for partial service periods or for unused periods.

8.6. Not using the system for more than 90 days, LICENSOR reserves the right to suspend the account and terminate the contract for inactivity.

8.7. The contract may be terminated after 60 days of default, according to item 7.1.1.


9. Termination for just cause

9.1. Any breach of your payment obligations or unauthorized use of CHAT SEGURO will be considered a material termination of this Agreement. LICENSOR, at its discretion, may terminate your password, your account or your use of the Service if THE LICENSEE violates or fails to comply with this Agreement. LICENSEE agrees and acknowledges that LICENSOR has no obligation to retain the "Customer Data", and may exclude them if LICENSEE has materially violated this Agreement, including, but not limited to, non-payment of fees due, and if such breach has not been remedied immediately after notification to that effect.


10. Account Reactivation

10.1. LICENSEE may, at any time and without any charge, reactivate its account, provided it is not in default. The reactivation does not oblige LICENSOR to keep the "Customer Data" prior to the date of reactivation, as provided in item 4.3 of this agreement. Only registration and billing data may remain on CHAT SEGURO systems.


11. Events out of our control

11.1 LICENSOR is not responsible for any failure to perform or delayed performance of any of our obligations in connection with a subscription or a contract that is caused by events beyond our control which includes any act, event, non-event, omission or accident beyond our control and includes, in particular (without limitation) the following: inability to use public or private telecommunications networks; strikes or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, sinking, epidemic or other natural disaster; the acts, decrees, laws, regulations or restrictions of any government.

11.2. The services of the CHAT SEGURO system may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. LICENSOR does not assume responsibility for delays, delivery failures or other damages resulting from such problems.


12. Limitation of Liability

12.1. Under no circumstances shall any party and or its licensors be liable to any person for any indirect, punitive, incidental, consequential or other damages (including loss of data, revenue, profit, use or other economic advantage) resulting from or in any way related to this service, including without limitation the use or inability to use the service, or for any content obtained from the service or through it, any interruption, inaccuracy, error or omission, regardless of cause in the content, even that the recovering party, or its licensors, have been advised in advance of the possibility of such damages.

12.2. Under no circumstances can either party be liable for damages arising from unforeseeable circumstances or from force majeure, nor from events attributable exclusively to third parties.


13. Modification of terms

13.1. LICENSOR reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time and shall become effective upon posting an updated version of this Agreement. LICENSEE is responsible for regularly reviewing this Agreement. Your continued use of the Service after any such change will constitute your consent to such change.


14. Assignment; change in control

14.1. This Agreement may not be assigned to LICENSEE without LICENSOR's prior written approval, but may be assigned without LICENSOR's consent to (i) a parent or subsidiary, (ii) an asset buyer, or (iii) a successor by merger.


15.Working relationships

15.1. It is expressly stipulated that no employment, partnership or association of any nature or kind is established between the parties by virtue of this agreement, and there is no bond or responsibility between a party and the employees, employees or employees in any capacity of the party contrary, with each party remaining solely responsible for all of the respective expenses and charges, whether labor, social security, civil, or of any other nature or kind.


16. Confidential information

16.1. The Confidential Information of one of the Parties may only be used by the other Party in situations related to the contract, and on it the parties undertake to maintain absolute confidentiality. Such Confidential Information is that which concerns technical, administrative and commercial information, names, data, documents, or any other information about the company's activities, projects, software or peculiarities, research, development, commercial activities, products, services and knowledge technical, current or future that they may have access to during the execution of the services covered by this contract.

16.2. The parties undertake not to divulge, internally or externally, to copy or reproduce or permit to divulge, internally or externally, copy or reproduce Confidential Information of the other party without the prior consent of the other party, in writing;

16.3. The LICENSOR agrees to maintain the absolute confidentiality of the information and data of the LICENSEE.

16.4. In the event that any party receives a summons/subpoena or any other request arising out of a judicial or administrative proceeding requesting Confidential Information from the other Party, the other Party shall notify the other Party of receipt of such summons/subpoena. The Party receiving the summons/summons is authorized to comply with such summons/summons, to the extent required by applicable law.

16.5 - Each Party shall immediately and in writing communicate to the other Party any loss, disclosure to third parties, disclosure or unauthorized use of the Confidential Information of which it becomes aware.

16.6 It is hereby established that LICENSOR is not responsible for the violation of data and / or information resulting from acts of employees, outsourced services, agents or persons authorized by LICENSEE, as well as those resulting from criminal or irregular action by third parties (hackers) carried out of the limits of technical predictability of the moment in which it occurs.


17. Service Level (SLA)

17.1. LICENSOR will make every effort to provide a 99% (ninety-nine percent) service level agreement (SLA) of the time in each calendar month, which of the characteristics of the subject matter of this contract does not imply a reduction in technical capacity but an indicator of technical performance.

17.2. For the purpose of this contract, SLA shall be understood as the accessibility by the LICENSEE to the software licensed for it and made available on the servers of LICENSOR, being adjusted that the situations listed below can not be considered for the purposes of calculating the SLA, their nature, will be exempt from LICENSOR's liability for its appearance and consequences:
a) Lack of or lack of access to software and other services provided by LICENSOR due to lack of electricity, due to problems arising from telecommunications services or any other that may happen;
b) Improper use by the LICENSEE of the software and other services provided by the LICENSOR;
c) Loss of data, files and information for any reason;
d) Failure to access the internet by LICENSEE;
e) Force majeure or fortuitous circumstance that may interfere with, impair or compromise the operation of servers or software owned by the LICENSOR;
f) Interruptions required to perform technical adjustments or maintenance;
g) Emergency interventions resulting from the need to preserve the security of servers in order to prevent or stop hacking or to implement patches and updates;
h) Suspension of the provision of services object of this contract by virtue of law, by determination of competent authorities or by non-compliance with clauses of this instrument by the LICENSEE;
i) Failure caused by insufficiency or incompatibility between the software now licensed and other programs or equipment used by the LICENSEE.
j) Unavailability or failures that may occur with the DATA CENTER outsourced service.


18. Technical support

18.1. The Technical Support provided to LICENSEE is limited to clarifications on the operation of CHAT SEGURO and its operation, therefore, it is assumed the minimum knowledge of the use of the computer by the user (s), which includes the use of the computer and its functions, the use of the operating system under which the system will work, and the subject that the CHAT SEGURO proposes to solve. It also assumes a proper configuration of the computer regarding the use of the CHAT SEGURO purchased and the good state of operation of this computer.

18.2. The Technical Support will be given by email, support ticket or telephone and will take place on weekdays, Monday through Friday, from 8:30 a.m. to 12:00 p.m. and 1:30 p.m. to 6:00 p.m. (from Brasilia). An emergency call will be maintained, by cellular telephone, during other times and days, exclusively for the clarification of operational doubts.

18.3. Only technical assistance services for the purposes of this contract are those related to the provision of clarifications and instructions on the operation of the CHAT SEGURO system. The Technical Support provided by the LICENSOR does not cover the connection to the internet, internal network and operating system of the LICENSEE's computers and others that are not related to the CHAT SEGURO.

18.4. Any activity that requires the elaboration of new functionality will not be attended as support. Except under acceptance by the LICENSOR, at which time a deadline will be stipulated for the conclusion and delivery of the service.


19. Forum

The parties elect the Jurisdiction Forum of Guarapuava / PR - BRAZIL, to resolve any doubts concerning this instrument.


DEFINITIONS

For the perfect understanding of this contract, the definitions of the terms used in its extension are highlighted below:

"Agreement" means this online use term that may be updated from time to time, in accordance with the criteria set forth below;

"DALLO SISTEMAS LTDA" is the one contracted by you to provide the selected service;

"CHAT SEGURO" means the system by which the services contracted here will be provided, consisting of a Software that is installed on the client's computer, and server services such as data storage and data communication;

"CLIENT DATA" means any data, information or material provided or submitted by you to the Service during the use of SAFE CHAT, including conversations LOGs, user logins and passwords;

"Effective Date" means the date on which this Agreement is accepted by the "Submit" button displayed on the screen to send the data of your registration, or the date you start using the Service, the first that occurs;

"Monthly Term" means the hair you are required to pay for the Service, which is equal to the frequency of charging for one month's services.

"Intellectual Property Rights" means non-patented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trademarks, domain name rights, mask work rights, know-how and other rights business secrets, and other intellectual property rights, derivatives thereof, and similar forms of protection anywhere in the world;

"Administrator" means the User designated by you and who is authorized to purchase licenses online using the CHAT SEGURO system and authorized to create User accounts and administer your use of the Service;

"Validity of the licence" means the period (s) during which a specified number of Users are licensed to use the Service, in accordance with the Schedule table.

"Service (s)" means the specific edition of the customer relationship management, collection, data analysis or other SaaS services of DALLO SISTEMAS, chosen by you after acceptance of this agreement, developed, operated and maintained by DALLO SISTEMAS, accessible via http://www.chatseguro.net or another designated IP address or website;

“User (s)” means your employees, representatives, consultants, contractors or agents who are authorized by you to use the Service and have received User IDs from you (or from DALLO SISTEMAS after your request in that regard expressed in writing).

Questions and additional information:
If you have questions regarding this Agreement or would like more information, please email us at contato@chatseguro.net