Cloud & Software Terms of UseConditions, terms and definitions
PURPOSE:
This Agreement covers the provision of services by the CONTRACTED PARTY
for licensing to the CLIENT
of the software listed in the proposal. This agreement governs only the relationship between the parties; however, it is linked to the tripartite licensing agreement between Processor, the client, and the licensed technology, as set out in the signed proposal.
CONTRACTED PARTY, CLIENT, AND RIGHTS HOLDER: In this agreement, CONTRACTED PARTY is the company PROCESSOR engaged by the CLIENT to acquire licenses for the respective RIGHTS HOLDER’s products when it is not itself the RIGHTS HOLDER; CLIENT is the end user that entered into a license agreement with the RIGHTS HOLDER; and RIGHTS HOLDER is the holder of the copyright in the acquired software licenses and a contracting party to the aforementioned tripartite license agreement.
LICENSE: Means the right to run a version of the requested product for the period defined and limited by the RIGHTS HOLDER and, for purposes of this agreement, for any of the offerings identified in the attached product list.
OWNERSHIP: The programs subject to licensing are the property of the RIGHTS HOLDER and are protected by applicable laws, especially Law 9.609 (the “Software” Law) and Law 9.610 (Copyright Law), both of 1998.
BUSINESS PAGES: During the term of this agreement, the CLIENT is authorized to use the Processor Business Pages (BPs) system, Processor e-licensing, where the licensed software supports this service, and Processor LiveCloud, whose terms of use are available at https://www.processor.com.br/condicoes-de-uso-livecloud.
Processor Business Pages is a tool for accessing the CONTRACTED PARTY’s services created specifically for customers with a differentiated commercial and service relationship with the CONTRACTED PARTY, enabling access to a range of information resources over the Internet. Processor e-licensing is a tool made available through Processor Business Pages to the CLIENT, which may provide access to prices, product lists, licensing information, and online purchasing by users authorized by the CLIENT, in accordance with the agreement with Processor.
Processor LiveCloud is a Processor Service that provides a range of integrated solutions, including computing capacity, storage, data, networking, backup, applications, software, and other services that enable businesses to operate quickly, flexibly, and highly competitively.
ORDER PLACEMENT: Where the CLIENT uses Processor e-licensing to make purchases, a report will automatically be issued in the format previously specified by the RIGHTS HOLDER, and a spreadsheet will be generated listing all selected products. In all other cases of acquisition, the rules, prices, and terms established in the contracted software and service agreement(s) shall apply.
The CLIENT must attest, through access to the MICROSOFT portal, that PROCESSOR is the digital partner of record (DPOR) for its online products, such as Office 365, CRM Online, Azure. Windows Intune, and EMS. This operation will be completed after the CLIENT enters PROCESSOR’s MPN ID in the portal for each licensed tool.
LICENSE CONSUMPTION AND RESERVATION: The CLIENT may use additional licenses according to its needs through online consumption and/or license reservation. By doing so, it acknowledges that it is acquiring software and/or services and that billing will be automatic in accordance with the rules of the agreement in force. Once the CLIENT uses, consumes, acquires, or reserves licenses for online services during the term of its agreement, billing by the CONTRACTED PARTY will occur in accordance with the manufacturer’s current commercial policies and the agreement. At any time, the client may consult the access and control tools provided by the manufacturer and/or Processor to verify its consumption and related reservations, but agrees that once provisioned, they may no longer be canceled/changed. For new products provisioned outside the initial proposal, the list price in effect at the time of billing and the other commercial terms agreed in the proposal shall apply. In cases of online consumption and/or license reservation, this agreement shall be deemed a purchase order by the CLIENT, and all consumption during the term shall be invoiced by the CONTRACTED PARTY, including license reservations, even if this agreement is terminated between the parties.
The CLIENT hereby agrees that all online procedures, including email, are valid and that no signature is required, since it will be logged into the necessary portals and will carry out consumption and/or reservations at its convenience.
WARRANTY: The CONTRACTED PARTY will not provide warranties for acquired licenses; this is the responsibility of the respective rights holders/manufacturers.
FEES: The license fees are set out in the RIGHTS HOLDER’s Price Lists (published periodically) and/or License Agreement, deemed attached hereto as formalized between the parties. From time to time, the RIGHTS HOLDER or the CONTRACTED PARTY, at its sole discretion, may provide additional benefits in the form of services or discounts to support adoption and implementation of the contracted technologies. Amounts invoiced will follow the product prices listed in the initial proposal, while in effect, or the rules of the related agreement.
The CLIENT hereby agrees and accepts that if the pricing benchmark for this agreement is in US dollars, the exchange rate to be used will be that of the billing date as defined in the commercial proposal, based on the Banco Central do Brasil PTax rate as explained in the commercial proposal. Any tax that may be created and imposed on this Agreement or the aforementioned corporate agreement, and that is not considered a substitute for another charge already imposed, shall be passed on to the CLIENT,
with the corresponding adjustment to the final agreed price, in order to ensure compliance with the agreed terms and the economic balance of the established relationship.
TERM: This agreement shall remain in effect for the same period as the agreement entered into between the CLIENT and the RIGHTS HOLDER.
RENEWAL: If the license agreement between the CLIENT and the respective RIGHTS HOLDER is extended, or if it is terminated and another agreement with the same purpose is subsequently and immediately signed, this agreement shall also be automatically extended and/or revalidated for the same term, and so on indefinitely, with all terms and conditions set out herein remaining in force.
DEFAULT: Late payment of any installment, invoice, instrument, or charge issued by the CONTRACTED PARTY under this Agreement by the CLIENT shall result in a late-payment penalty of 2% (two percent) on the amount in question, plus interest of 1% (one percent) per month “pro rata die,” and monetary adjustment. In the event of judicial collection of overdue amounts, the CLIENT shall bear court costs and attorneys’ fees of 20% (twenty percent).
TERMINATION AND PENALTIES: The CLIENT’s failure to pay the amounts established in this agreement may, at any time, result in termination of this agreement by the CONTRACTED PARTY, with the CLIENT paying the contractual penalty established in the Master Agreement referred to in the preamble, the amounts and percentages set out in the preceding clause, all future installments, and any other applicable sanctions.
VENUE: The parties elect the Courts of Porto Alegre, Rio Grande do Sul, as the exclusive venue to hear and resolve any matters arising from this agreement, expressly waiving any other venue, however privileged.
CONTRACTED PARTY, CLIENT, AND RIGHTS HOLDER: In this agreement, CONTRACTED PARTY is the company PROCESSOR engaged by the CLIENT to acquire licenses for the respective RIGHTS HOLDER’s products when it is not itself the RIGHTS HOLDER; CLIENT is the end user that entered into a license agreement with the RIGHTS HOLDER; and RIGHTS HOLDER is the holder of the copyright in the acquired software licenses and a contracting party to the aforementioned tripartite license agreement.
LICENSE: Means the right to run a version of the requested product for the period defined and limited by the RIGHTS HOLDER and, for purposes of this agreement, for any of the offerings identified in the attached product list.
OWNERSHIP: The programs subject to licensing are the property of the RIGHTS HOLDER and are protected by applicable laws, especially Law 9.609 (the “Software” Law) and Law 9.610 (Copyright Law), both of 1998.
BUSINESS PAGES: During the term of this agreement, the CLIENT is authorized to use the Processor Business Pages (BPs) system, Processor e-licensing, where the licensed software supports this service, and Processor LiveCloud, whose terms of use are available at https://www.processor.com.br/condicoes-de-uso-livecloud.
Processor Business Pages is a tool for accessing the CONTRACTED PARTY’s services created specifically for customers with a differentiated commercial and service relationship with the CONTRACTED PARTY, enabling access to a range of information resources over the Internet. Processor e-licensing is a tool made available through Processor Business Pages to the CLIENT, which may provide access to prices, product lists, licensing information, and online purchasing by users authorized by the CLIENT, in accordance with the agreement with Processor.
Processor LiveCloud is a Processor Service that provides a range of integrated solutions, including computing capacity, storage, data, networking, backup, applications, software, and other services that enable businesses to operate quickly, flexibly, and highly competitively.
ORDER PLACEMENT: Where the CLIENT uses Processor e-licensing to make purchases, a report will automatically be issued in the format previously specified by the RIGHTS HOLDER, and a spreadsheet will be generated listing all selected products. In all other cases of acquisition, the rules, prices, and terms established in the contracted software and service agreement(s) shall apply.
The CLIENT must attest, through access to the MICROSOFT portal, that PROCESSOR is the digital partner of record (DPOR) for its online products, such as Office 365, CRM Online, Azure. Windows Intune, and EMS. This operation will be completed after the CLIENT enters PROCESSOR’s MPN ID in the portal for each licensed tool.
LICENSE CONSUMPTION AND RESERVATION: The CLIENT may use additional licenses according to its needs through online consumption and/or license reservation. By doing so, it acknowledges that it is acquiring software and/or services and that billing will be automatic in accordance with the rules of the agreement in force. Once the CLIENT uses, consumes, acquires, or reserves licenses for online services during the term of its agreement, billing by the CONTRACTED PARTY will occur in accordance with the manufacturer’s current commercial policies and the agreement. At any time, the client may consult the access and control tools provided by the manufacturer and/or Processor to verify its consumption and related reservations, but agrees that once provisioned, they may no longer be canceled/changed. For new products provisioned outside the initial proposal, the list price in effect at the time of billing and the other commercial terms agreed in the proposal shall apply. In cases of online consumption and/or license reservation, this agreement shall be deemed a purchase order by the CLIENT, and all consumption during the term shall be invoiced by the CONTRACTED PARTY, including license reservations, even if this agreement is terminated between the parties.
The CLIENT hereby agrees that all online procedures, including email, are valid and that no signature is required, since it will be logged into the necessary portals and will carry out consumption and/or reservations at its convenience.
WARRANTY: The CONTRACTED PARTY will not provide warranties for acquired licenses; this is the responsibility of the respective rights holders/manufacturers.
FEES: The license fees are set out in the RIGHTS HOLDER’s Price Lists (published periodically) and/or License Agreement, deemed attached hereto as formalized between the parties. From time to time, the RIGHTS HOLDER or the CONTRACTED PARTY, at its sole discretion, may provide additional benefits in the form of services or discounts to support adoption and implementation of the contracted technologies. Amounts invoiced will follow the product prices listed in the initial proposal, while in effect, or the rules of the related agreement.
The CLIENT hereby agrees and accepts that if the pricing benchmark for this agreement is in US dollars, the exchange rate to be used will be that of the billing date as defined in the commercial proposal, based on the Banco Central do Brasil PTax rate as explained in the commercial proposal. Any tax that may be created and imposed on this Agreement or the aforementioned corporate agreement, and that is not considered a substitute for another charge already imposed, shall be passed on to the CLIENT,
with the corresponding adjustment to the final agreed price, in order to ensure compliance with the agreed terms and the economic balance of the established relationship.
TERM: This agreement shall remain in effect for the same period as the agreement entered into between the CLIENT and the RIGHTS HOLDER.
RENEWAL: If the license agreement between the CLIENT and the respective RIGHTS HOLDER is extended, or if it is terminated and another agreement with the same purpose is subsequently and immediately signed, this agreement shall also be automatically extended and/or revalidated for the same term, and so on indefinitely, with all terms and conditions set out herein remaining in force.
DEFAULT: Late payment of any installment, invoice, instrument, or charge issued by the CONTRACTED PARTY under this Agreement by the CLIENT shall result in a late-payment penalty of 2% (two percent) on the amount in question, plus interest of 1% (one percent) per month “pro rata die,” and monetary adjustment. In the event of judicial collection of overdue amounts, the CLIENT shall bear court costs and attorneys’ fees of 20% (twenty percent).
TERMINATION AND PENALTIES: The CLIENT’s failure to pay the amounts established in this agreement may, at any time, result in termination of this agreement by the CONTRACTED PARTY, with the CLIENT paying the contractual penalty established in the Master Agreement referred to in the preamble, the amounts and percentages set out in the preceding clause, all future installments, and any other applicable sanctions.
VENUE: The parties elect the Courts of Porto Alegre, Rio Grande do Sul, as the exclusive venue to hear and resolve any matters arising from this agreement, expressly waiving any other venue, however privileged.
