LiveCloud Terms of Use
LiveCloud Services Terms of Use
The parties below agree to the terms of this instrument, effective as of the date indicated below. THESE RULES SHALL SPECIFICALLY GOVERN THE RELATIONSHIP BETWEEN THE CONTRACTOR AND THE CUSTOMER and are subject to the CONTRACTOR’s general contracting rules, established in these terms of use for the services and at www.processor.com.br/master.
PURPOSE: The purpose of this instrument is for the CLIENT to contract the LiveCloud solution for the provision of services on a dynamic platform for cloud and/or hybrid computing, which provides a range of services, including computing capacity, storage, data, backup, applications, software, support, monitoring, and other possibilities, according to the contracted proposal and terms of use established at www.processor.com.br/condicoes-de-uso-livecloud.
The proposal submitted to and purchased by the CUSTOMER – Annex 1 – forms part of the scope of this term as a mandatory annex, and the CUSTOMER, hereby, opts for the services indicated in the commercial proposal.
GENERAL TERMS: This term provides for a base engagement defined in the attached commercial proposal—Annex 1. Services will be paid for according to the base engagement and the additional consumption/services requested and/or required to meet the immediate needs of the CLIENT , according to the CONTRACTOR’s criticality credits. The contracted credits expire at the end of each month or contracted period and will not be carried over to the following year. Enhancements not included in the contracted amount, according to the initial base proposal—Annex 1, will be activated on demand and billed monthly.
This agreement will remain in force for the period specified in Annex 1 and will be automatically renewed, in accordance with the prevailing commercial policy, unless either party objects at least 30 days before its expiration.
The CUSTOMER is aware that the contracted services may use third-party platforms, as well as their specific rules, compliance requirements and characteristics, which must be followed in accordance with the policy of each technology owner. Further details are available for review at www.processor.com.br/livecloud, at https://www.processor.com.br/condicoes-de-uso-livecloud and in the Cloud Software Terms of Use.
RESIZING*: The CUSTOMER understands and accepts, by this act, that it may opt for automatic on-demand environment resizing, where applicable and in cases where usage exceeds planned levels, hereby authorizing the automatic allocation of resources in proportion to the demand generated by the services used—positive system elasticity*.
Any resizing, provided it is not required due to a system-criticality issue*, according to the CONTRACTOR’s criteria and the need to maintain service quality, may be authorized by the CUSTOMER through a simple request to the CONTRACTOR via its sales team, the Processor Support Center (delivery team), the LiveCloud Portal or other formats already used between the parties. If negative service elasticity is required, the engagement may not be reduced below 50% of the scope initially requested. *Use and consumption of services and resources not included in the original scope and/or exceeding previously established requirements will be billed at the prices in effect when they are made available.
The CONTRACTOR will perform the activities necessary to provide the services, but shall not be liable for any interruption resulting from network failures caused by events of force majeure, compatibility issues and/or defects in third-party products or services, including service providers connected to its network, unforeseeable problems relating to the technology used, virus contamination, or the CLIENT's improper use, negligence, fault, or omission.
PASSWORDS: If a password is provided, in accordance with the service rendered, a usage and/or administration password will enable access to the services for their management and/or use. The password recipient is solely responsible for defining the privacy policy governing its use and any consequences thereof.
CONFIDENTIALITY: The CONTRACTOR shall maintain confidentiality regarding information relating to the CUSTOMER. The CUSTOMER also agrees not to disclose and/or pass on the methodologies and technologies used by the CONTRACTOR to third parties, except with the express written authorization of the CONTRACTOR’s duly appointed representatives. The CONTRACTOR may include the CUSTOMER’s logo in its informational and promotional materials, stating that the Customer is a “user” of the products covered herein, and may also disclose the relationship established in case studies; such disclosure shall not breach the confidentiality obligations set forth herein.
FEES AND BILLING: The CUSTOMER shall make payments according to the option selected in the commercial proposal attached to this term.
If the CLIENT fails to pay any installment, access will be blocked 15 (fifteen) days after its due date; however, all future installments will remain payable.
Late payment of any invoice, note or collection instrument issued by the CONTRACTOR relating to this agreement and its appendices by the CUSTOMER will incur 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, charged if payment is made more than 5 (five) days after the due date. In the event of judicial collection of overdue amounts, the CUSTOMER shall bear court costs and attorneys’ fees of 20% (twenty percent).
The CUSTOMER must inform the CONTRACTED of any change to the information stated in this instrument, including a change of address, under penalty that, if it fails to do so, all notices and notifications sent to the addresses initially provided and stated herein shall be deemed valid.
TERMINATION AND PENALTIES: The CLIENT’s failure to pay the amounts established in this term may, at any time, result in termination of the contract by the CONTRACTOR, with the CLIENT paying the amounts and percentages established in this term of use for future installments linked to the proposal submitted, in addition to any other applicable sanctions.
Regardless of when the notice or termination of this agreement occurs, and except solely as provided herein, all amounts not yet due shall be accelerated and must be paid upon termination by the CLIENT. The amount paid shall not be refunded, even partially or proportionally, as it is intended to compensate for a specific service that will already have been allocated and prepaid for the CLIENT.
The Parties acknowledge that a breach of this contract may cause damages to the injured party and, in the event of any breach, a contractual penalty shall be owed to that party up to the limit of the annual value of this contract.
ARBITRATION: All disputes arising out of or in connection with this agreement, its performance, or settlement shall be finally resolved by Arbitration, under the rules of the FEDERASUL Chamber of Mediation and Business Arbitration, an entity headquartered in the city of Porto Alegre, State of Rio Grande do Sul, elected by the parties to administer the arbitration proceedings, by one or more arbitrators appointed in accordance with those Rules.
