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OZmap – TERM OF ACCEPTANCE AND CONTRACT FOR USE OF SOFTWARE

GENERAL TERMS FOR CONTRACTING SOFTWARE SERVICES - OZMAP

This instrument contains the GENERAL CONDITIONS FOR CONTRACTING THE OZMAP SOFTWARE.
By accepting the conditions described below, You, hereinafter referred to as “Contractor”, accept and agree to all the terms of these Terms and Conditions of Use of the Software “OZMAP” (“Software”), offered by DEVELOPMENT ONE ZERO LTDA., a limited liability company registered with the CNPJ under no. 16.812.988/0001-23 (“Contractor” or “Devoz”).
By accepting the Terms and Conditions of Use of the OZMAP Software Services, You declare that You are over 18 (eighteen) years of age and, if You are contracting on behalf of a legal entity, You declare that You have the legal capacity to represent that entity.

1. Object

1.1 Under the terms and conditions below, the CONTRACTOR will provide the CONTRACTING PARTY with a temporary License to Use “Ozmap”, Fiber Optic Network Management and Documentation Software for Providers, owned by the CONTRACTOR, (or simply “System”), in accordance with the specifications set forth in this instrument.

1.2. This Term consists of the licensing of the number of network management points carried out by the System, called “Splice Boxes”, indicated in the Devoz system link to be provided to the CONTRACTOR. 

1.3. It is hereby established that the CONTRACTING PARTY may, at any time, through the System itself, increase the number of monitored “Splice Boxes”, without the need to issue a purchase order or sign an addendum. 

1.4. When the number of “Splice Boxes” covered by this Contract increases, the respective costs will be automatically added to the subsequent monthly payment, with detailed discrimination in the respective invoice.

2. IMPLEMENTATION AND UPDATING

2.1. Implementation: Implementation will be carried out remotely according to the chosen plan under the terms set out in this link https://ozmap.com/planos/.

2.1.1. Increasing the number of ATMs may require new implementations. In these cases, the corresponding costs will be added to the subsequent monthly fee, with a detailed breakdown on the respective invoice.

2.2. Updates: After the effective date of this Agreement, the CONTRACTING PARTY is aware that the CONTRACTED PARTY may, in order to improve the System, incorporate new modules or features into the tool, which will be made available to the CONTRACTING PARTY on an optional basis and may be contracted separately, subject to prior acceptance by the CONTRACTING PARTY and payment of the corresponding additional amounts. The CONTRACTED PARTY undertakes to notify the CONTRACTING PARTY of the inclusion of new modules, providing detailed information on their respective commercial conditions, before formalizing the contract.

3. SUPPORT

3.1. The CONTRACTED PARTY shall provide support services to the CONTRACTING PARTY, whenever requested, and such support must begin within 12 (twelve) hours. When the support request is made outside the hours set out in clause 3.2, the 12 (twelve) hour period shall only be calculated from the first following business hour.

3.2. Support will be provided from Monday to Friday (5 x 8), during business hours from 8:00 am to 6:00 pm Florianópolis, SC time, excluding holidays.

3.3. All requests from the CONTRACTOR will be attended to and monitored exclusively via email. [●].

3.4. The CONTRACTING PARTY must choose a User to be the communicator between the Parties, who will be responsible for authorizing or deauthorizing requests made by Users, under the full responsibility of the CONTRACTING PARTY.

3.5. Support is understood to mean the services listed below:

  1. Maintenance of cloud service infrastructure;
  2. Clarification of doubts about the software; It is 
  3. Release of information requested by Users, upon acceptance by the communicating User.

4. RESPONSIBILITIES OF THE PARTIES

4.1. CONTRACTOR'S RESPONSIBILITIES

4.1.1. THE CONTRACTOR is responsible for:

  1. a) implement and maintain the Software, under the terms permitted by this Agreement.
  2. b) grant the license to use the Software and make the contracted Services available, ensuring that it is accessible 98% (ninety-eight percent) of the time, except in cases of scheduled maintenance, the execution of which will be communicated to the CONTRACTOR 48 (forty-eight hours) in advance.

4.1.1.1. If the CONTRACTOR fails to make the System available within the percentage stipulated in item “b” of Clause 4.1.1, the CONTRACTING PARTY will not be entitled to any reduction in the amount paid as a result of the contract.

4.1.1.2. If the System remains inaccessible beyond the percentage guaranteed in item "b" of Clause 4.1.1, the only amount to which the CONTRACTING PARTY will be entitled will be the discount corresponding to the period for which the Software was inaccessible beyond the stipulated minimum. THE CONTRACTED PARTY will not be liable for any damage or loss, as well as for lost profits in the event of unavailability of the System.

4.1.2. A CONTRACTOR is not responsible, not even subsidiarily, for the misuse of the Platform by the CONTRACTOR and its Users.

4.1.3. Third-Party Software: THE CONTRACTED PARTY shall not be held liable in the event of the System not functioning due to third-party software used by the CONTRACTING PARTY, such as, but not limited to, operating systems, antiviruses, firewalls, which, for any reason, cease to function, or prevent the regular functioning of the System.
4.1.4. Economic results: The System contracted herein is exclusively aimed at companies and aims to help the CONTRACTING PARTY implement improvements in its activities, without guaranteeing or promising to the latter the achievement of any economic or business result in its respective present or future businesses, based on the simple use of the System. 

4.1.5. Limitation of liability: It is stipulated that in any case of losses suffered by either of the contracting parties, the compensation owed by the other party may not be greater than the total amount actually paid by the CONTRACTOR up to the time the loss occurred, limited to the total value of the Contract, thus considered the value of the monthly payment multiplied by 12 (twelve) months.

4.2. CONTRACTOR'S RESPONSIBILITIES

4.2.1. THE CONTRACTING PARTY understands and agrees that it is its sole responsibility to guide Users to comply with the Software's Terms of Use and Privacy Policy and undertakes to comply with the guidelines and provisions established in this Term.

4.2.2. The CONTRACTING PARTY will take all security measures so that its personnel, Users and Partners, and/or third parties, do not violate any intellectual property rights of the CONTRACTED PARTY, under the terms of this instrument, and will communicate to the CONTRACTED PARTY immediately in the event of any violation of intellectual property of which it becomes aware.

4.2.3. The CONTRACTING PARTY must also always keep its registration with the CONTRACTED PARTY updated, immediately communicating any changes to its data, including in relation to data and address, telephone number and email for contact.

4.2.4. Upon receiving their login and password, the CONTRACTOR is fully responsible for the acts performed using them, and the commercial transfer of access to the System contracted herein is prohibited. However, the CONTRACTOR guarantees the possibility of recovering passwords when they are lost.

4.2.5. The Systems will be made available through remote access to the CONTRACTOR's server, and it is the sole responsibility of the CONTRACTING PARTY to have all the equipment and internet access necessary to use the System. The CONTRACTING PARTY is solely responsible for the installation, maintenance, and updating of any hardware, software, network, internet access, and human resources that are not expressly described as part of the scope of this Agreement. 

4.2.6. The CONTRACTOR acknowledges and declares that the fact that the CONTRACTOR may change the licensed Software, at its sole discretion, will not cause any loss or damage of any nature.

5. INVESTMENT AND PAYMENT

5.1. Monthly fee: For the provision of the services covered by this contract, the CONTRACTOR will pay the CONTRACTED PARTY the monthly amount in accordance with the Plan contracted in force on the date of billing.

5.2. Invoicing: Payment for contracted services is “Prepaid” and billing is made on the day of contracting and on the same day in subsequent months.

5.2.1. The Software will only be made available to the CONTRACTOR after confirmation of payment of the first monthly fee.

5.3. Additional services. If the CONTRACTING PARTY exceeds the quantity of control items (boxes, users and projects) beyond the quantity provided for in the contracted Plan, the CONTRACTED PARTY will charge from the following month, according to the current price list, and will be added to the extra control items until the CONTRACTING PARTY chooses to change the contracted plan.

5.3.1. THE CONTRACTOR acknowledges and agrees that it is its responsibility to control the use of the contracted plan and that the additional charge described in Clause 5.2 above is independent of prior communication by the CONTRACTED PARTY.

5.4. Payment by credit card. Payment of amounts due by the CONTRACTOR shall be made exclusively by credit card. By accepting payment by credit card and providing the credit card details, the CONTRACTOR authorizes the recurring debit of the amounts each month following the contract.

5.4.1. In the event of cancellation or inability to use the indicated credit card, for any reason, the CONTRACTOR must provide the details of the new card in order to avoid any suspension in the use of the system or the provision of services. The details of the new card must be entered through the Devoz Customer Payment Portal. 

5.4.2. In any case where it is not possible to charge the monthly fee to the indicated credit card and if it is not replaced, access to the Software will be suspended and the contract terminated under the terms of Clause 7 of this Agreement.

6. TERM AND TERMINATION (CANCELLATION)

6.1. The term of validity of this Agreement is indefinite and may be terminated (cancelled) by the Parties upon simple notice from either Party.

6.2. Considering that this contract is prepaid, in the event of a request for termination of the contract by the CONTRACTOR, no amount will be reimbursed to the latter, and the Software will remain fully available until the end of the period already paid.

7. SUSPENSION OF LICENSE OF USE AND TERMINATION OF CONTRACT IN CASE OF DELAY IN PAYMENT

7.1 Any delay of more than 30 (thirty) days in the payment of amounts for the contracted service will result in the immediate suspension of access and use of the Software, without the need for any prior notice to the CONTRACTING PARTY.

7.1.1. In the event that default exceeds 30 (thirty) days of this suspension of use, the CONTRACTOR may terminate the Term by full right, without the need for any prior communication to the CONTRACTOR.

7.2 In any case of termination of this Term, the CONTRACTOR may request access to the documentation stored in the Software during its use, provided that it does so at least thirty days in advance, limited to 60 (sixty) days after the termination of this Term, with the CONTRACTED PARTY being authorized to delete all of the CONTRACTOR's data from its systems after this period.

7.3. The CONTRACTOR may, at its sole discretion, maintain the CONTRACTING PARTY's documentation even after the period mentioned in Clause 7.2, in order to guarantee the adequate restoration of the system in the event of re-contracting, however, access to said documentation is not guaranteed in the event of re-contracting.

8. INTELLECTUAL PROPERTY

8.1. The CONTRACTED PARTY, in providing the services covered by this instrument, grants to the CONTRACTING PARTY only the rights expressly provided for in this Agreement, reserving to the CONTRACTING PARTY all rights, titles and interests related to the Services, including all inherent intellectual property rights. No right shall be granted under this Agreement except as expressly provided.

8.2. The CONTRACTOR is prohibited from (i) creating derivative works based on the Services, (ii) copying or presenting the content of this website within another (framing), nor reproducing any part or content of the Services, other than copying or framing on its own intranets, or otherwise for its own internal commercial purposes, (iii) reverse engineering the Services, nor (iv) accessing the Services to (a) create a product or service that competes with it, or (b) copy any feature, function or graphic of the Services.

8.3. All data entered into the System during the validity of this instrument will be the property of the CONTRACTOR, however, the CONTRACTED PARTY is authorized to use them, without limit, for statistical and research purposes, provided that they remain anonymized.

8.4. All visual identity made available on the platform is the sole and exclusive property of DEVOZ, as well as all software used, trademarks, patents, trade secrets and copyrights. 

8.5. The CONTRACTING PARTY undertakes not to make any type of use of the brand, visual identity, content and materials prepared and made available by the CONTRACTED PARTY, or any other type of intellectual property of the system without the prior and express consent of the platform, as well as undertakes not to reproduce, modify, translate, adapt, reverse engineer, disassemble or create derivatives of the software or the platform.

9. CONFIDENTIALITY

9.1. The Parties undertake to maintain absolute secrecy regarding any and all information obtained as a result of this Agreement, whether technical, commercial, or any other information not provided for herein, considering that disclosure to third parties may cause harm to the Parties. , and may even make ongoing and future businesses unfeasible.

10. GENERAL PROVISIONS

10.1. This contract is strictly civil in nature, and there is no labor relationship and/or legal or economic subordination between the Parties. 

10.2. The legal relationship established in this Term will be governed by the Civil Code.

10.3. CHANGE. This Term may be changed at any time by the CONTRACTED PARTY by giving 30 (thirty) days' prior notice to the CONTRACTING PARTY, who, if not in agreement, may request the termination of this contract.

10.4 The Parties elect the jurisdiction of the District of the Capital of the State of Santa Catarina, expressly waiving any other.

10.5. DECLARATIONS AND ACCEPTANCE. The CONTRACTOR declares, by accepting this Term, to have full knowledge of the rights and agree with the obligations arising from this instrument.

10.5.1. The CONTRACTOR also declares to have read, understood and accepted all its items and conditions.