Software License Agreement
Applicable from: 7 November 2017.
This is an agreement between You and Telcomanager Technologies LTDA or its affiliates (“Telcomanager”) and governs your Use of Telcomanager Software respecting local acquisition laws. These terms apply to the software, and also any Telcomanager’s services, except that these have different terms. “You” and “Your” means the individual or legal entity licensing the Software under this EULA. “Use” or “Using” means to download, install, activate, access or otherwise use the Software. “Software” means the Telcomanager computer programs and any Upgrades made available to You by an Approved Source and licensed to You by Telcomanager. “Documentation” is the Telcomanager user or technical manuals, training materials, specifications or other documentation applicable to the Software and made available to You by Telcomanager. “Upgrades” means all updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the Software and backup copies thereof.
The terms of the software license may be updated at any time, and the updated version of the agreement will be published at www.telcomanager.com/en/eula. the continued use of the software or service of Telcomanager, after the publication of the revised agreement, constitutes the acceptance of the terms thereof.
The software includes all Telcomanager’s systems, their respective manuals, packaging and other written documents, materials or electronic or online documents and any or all as software copies of this and your materials.
The software is licensed, and not sold. by opening, downloading, copying, installing and / or using the software and any other material including the software, you will be accepting the terms of this agreement with Telcomanager, hereby identified as “licensor”.
Please read the agreement carefully. If you do not agree to all of the terms of this agreement, you will not be able to open, download, install, copy, or use the software and / or any other materials.
YOU ACKNOWLEDGE AND AGREE THAT YOU WILL HAVE NO PROPERTY OR OTHER INTEREST OF PROPERTY IN THE SOFTWARE, AND YOU ACKNOWLEDGE AND AGREE THAT ALL RIGHTS ARE AND SHOULD BE POSSIBLE AND INITIATED AT BENEFIT OF TELCOMANAGER.
Subject to this Agreement and its terms and conditions, Telcomanager hereby grants you the non-exclusive, non-transferable, limited, and revocable right and license to use a copy of the Software for non-commercial corporate use for use in a single equipment platform unless expressly specified in the Software documentation. Your license rights are subject to your compliance with this Agreement. The term of your license under this Agreement must begin on the date you install or otherwise use the Software, and end on the date of the Discarding of the Software or termination of this Agreement (see below).
The Software is licensed, not sold. This agreement only provides you with certain rights to use the Software and hereby acknowledges that no title or ownership of the Software is being transferred or assigned. This Agreement shall not be construed as a sale of any right to the Software.
Telcomanager retains all right, title and interest in the Software, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, property rights, patents, titles, computer codes, audiovisual effects, themes , arts, sound effects and moral rights. The Software is protected by Brazilian copyright law and trademarks and by laws, treaties and international copyright conventions and other laws. All rights are reserved.
The Software must not be copied, reproduced or distributed in any form or by any means, in whole or in part, without Telcomanager’s prior written consent. Any person copying, reproducing or distributing all or any part of the Software in any form or by any means will be intentionally violating copyright laws and will be subject to civil and criminal penalties in Brazil or in your local country. Be aware that copyright infringement will be subject to legal sanctions for infringement.
The Software contains some licensed materials and Telcomanager’s licensors may also protect their rights in the event of any breach of this Agreement. All rights not expressly granted in this Agreement are reserved to Telcomanager and, as applicable, its licensors.
2. LICENSE CONDITIONS
You agree to only use the Software, or any portion thereof, in a manner consistent with this Agreement, and SHALL NOT:
- Explore the Software or any of its parts commercially;
- Distribute, lease, license, sell, rent, convert into convertible currency or otherwise transfer or assign the Software or any copy of the Software, including but not limited to, Virtual Goods and Virtual Currencies (defined below) without prior consent in writing expressed by Telcomanager or as expressly provided in this Agreement;
- Provide a copy of the Software license on a network for use or download by multiple users;
- Use or install the Software, or permit others to do so, on another platform at the same time, unless otherwise provided in the Software or this Agreement;
- Use or copy the Software or any part thereof; unless Telcomanager offers you a separate license agreement to make the Software available for commercial use;
- Reverse engineer, derive source code, modify, decompile, disassemble, copy or create derivative works of the Software, in whole or in part; except as permitted by applicable law, in which case any and all modifications, adaptations, copies, improvements, etc. must be the exclusive property of Telcomanager and / or its licensors in the creation, in any case;
- Remove or modify any proprietary notices, marks or labels contained in or within the Software;
- Remove, disable or circumvent any security protections;
- Use any robot or other unauthorized program connected to any feature of the Software;
- Violate any term, policy, license or code of conduct of any feature of the Software; or,
- Use the Software to create any defamatory or illegal material that is scandalous or invades the privacy or publicity rights of a third party; or,
- Use the rights of commercial, copyright or intellectual property rights of third parties.
- In addition, you agree to comply with the safety information, maintenance instructions, or other important notices contained in the manual or other documentation accompanying the Software.
- You acknowledge that you are solely responsible for any third party claims arising out of your use of the Software.
3. ACCESS TO SPECIAL RESOURCES AND / OR SERVICES
The installation and upgrade of the Software, redemption of a single serial code, registration of Software, association to a third party service and / or membership in a Telcomanager service, including acceptance of the related terms and policies, may be required to activate the Software , access to the Software or access to certain unlockable, downloadable, online or other special content, services and / or features (collectively “Special Features”).
Access to Special Features is limited to a single Platform by serial license code, and access to Special Features may not be transferred, sold, leased, licensed, rented, converted into currency convertible or registered by other users and / or companies, unless otherwise expressly specified. The provisions of this paragraph shall prevail over any other term of this Agreement.
4. NO RIGHT OF MARKETING
Telcomanager does not recognize the transfer of the Software or any part thereof. Therefore, you may not give, buy, sell, trade, trade, market, offer, license, assign or dispose of your rights, responsibilities or obligations under the Agreement, in whole or in part, without the prior written consent of Telcomanager . Any attempt to do so will be null and void.
5. TECHNICAL PROTECTIONS
The Software may include measures to control access to the Software, control access to certain features or content, prevent unauthorized copying, or attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. Such measures may include the incorporation of license management, product activation, and other security technologies and use of monitoring in the Software, including, but not limited to, time, date of access, or other controls, counters, serial numbers, and or other security features designed to prevent unauthorized access, use, and copying of the Software or any of its parts or components, including any breaches of this Agreement. Telcomanager reserves the right to monitor the use of the Software at any time and without prior notice. You may not interfere with access control measures or attempt to disable or circumvent these security features, and if you do, the Software may not function correctly. If the Software allows access to the Special Features, only one copy of the Software may access these Special Features at a time. Additional terms and records may be required to gain access to online services and to download software updates and patches. Only softwares subject to a valid license can be used to access online services, including downloading updates, patches, and configuration services. Except where prohibited by applicable law, Telcomanager may limit, suspend or terminate the granted license and access to the Software, including, but not limited to, any related services and products at any time without notice for any reason it deems required.
Telcomanager may use this information to provide services and improve its products and services. You can choose not to send many, but not all, of these data, as configured in the software. There are also some features in the software that can allow you to extract data from it. You can learn more about collecting and using data in the help documentation. The software gathers and transmits information to Telcomanger according to your consent to these practices. If you do not want any information to be used or shared in this way, then you should not use the Software.
7. CONTENT CREATED BY USER
The Software allows the creation of content, including, but not limited to, maps, icons, images, screenshots, configuration scripts, mapping scripts, and collection scripts. In exchange for your use of the Software, and to the extent that your contributions through use of the Software give rise to any copyright interest, you grant Telcomanager a perpetual, irrevocable, fully transferable, and sublicensable worldwide license of right and license to use your contributions in any manner and for any purpose with the Software and the goods and services connected with it, including, without limitation, the rights to reproduce, copy, adapt, modify, perform, display, publish, transmit, or otherwise, communicate to the public by any means now known or unknown, and distribute your contributions without any notice or indemnity to you of any kind for the entire duration of the protection granted to applicable intellectual property rights, laws and international conventions. You waive any moral rights of paternity, publication, reputation or attribution in connection with Telcomanager and the use and leisure of other users of such assets linked to the Software and related goods and services under applicable law. This license is granted to Telcomanager, and the foregoing waiver of any applicable moral rights, will survive any termination of this Agreement.
8. INTERNET CONNECTION
The Software may require an Internet connection to access resources that use the Internet, to authenticate the Software, download updates, perform feature configurations, or perform other functions.
9. INTEGRATION WITH OTHER SYSTEMS
The Software has features that allow integration with systems of other companies that may require acquiring licenses or contracting services. Telcomanager is not liable to you for the use of any license or service, you are responsible for contracting and administering these features. Telcomanager expressly waives any liability for any such use, and you agree that Telcomanager’s sole purpose is to provide additional functionality in the Software to facilitate its use.
10. TERMS OF AUTHORIZED REPRESENTATIVE
This Agreement and the provision of the Software through an Authorized Representative are subject to the additional terms and conditions presented or required by the Authorized Representative, and all applicable terms and conditions are hereby incorporated by reference.
This Agreement applies only to you and Telcomanager, and not to any third party. You acknowledge that no Authorized Representative is required to provide any maintenance or assistance to you in connection with the Software. Except as provided below, to the maximum extent permitted by law, the Authorized Representative will have no warranty obligation with respect to the Software. Any claim relating to the Software relating to contractual liability to the product, failure to conform to requirements pertaining to applicable laws or regulations, consumer protection or similar laws, or infringement of intellectual property are governed by this Agreement, and the Authorized Representative is not responsible for such cases. You must agree to the Authorized Representative’s Terms and any other rules or policies applicable to it. The license to the Software is a non-transferable license to use the Software only on an applicable device that you own or control. The Authorized Representative is a third party beneficiary of this Agreement and may use it against you.
11. INTERNATIONAL USE
While the Company’s Software or Online Services may be accessed worldwide, Telcomanager makes no representation that the Software, services or related materials are appropriate or available for use in all geographic locations, and access to them of territories where content is considered illegal is prohibited.
The Company reserves the right to limit, in its sole discretion, the provision and quantity of any product or service to any person, company or geographical area if it so wishes. Those who choose to access Telcomanager’s Softwares or Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent that local laws apply. Any offer and / or information for any Software or service of Telcomanager has no effect where prohibited.
Without limiting the foregoing, the Software may not be transported, exported, re-exported directly or indirectly to any country that is prohibited from receiving the Software under export laws, regulations or economic sanctions promoted by Brazil or otherwise in violation of any law or regulation, or the laws of the country where the Software was obtained, which may be amended from time to time.
By accessing and using Telcomanager’s Softwares or Services, you represent and warrant that you are not located, under the control of, or a national resident of any country where the software is prohibited.
Telcomanager licenses, and Licensee accepts, the licensed programs “AS IS.” Telcomanager PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.
13. LIMITATION OF LIABILITY
Under no circumstances will Telcomanager or its Authorized Representatives be liable to you or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages, including, without limitation, those resulting from loss of use, data or profits, even if Telcomanager or its Authorized Representatives have been advised or should have become aware of the possibility of such damages and of any theory of liability arising out of or in connection with the use of the software including property damage, equipment failure or malfunction and, damage from other injuries. This limitation applies to anything related to the software, Company services, content on third-party Internet sites or third-party applications, including claims for breach of contract, breach of warranty, warranty or condition, strict liability, negligence or otherwise offense, to the extent permitted by applicable law. Some jurisdictions, states or countries do not allow the exclusion or limitation of liability for consequential or incidental damages. In those states or jurisdictions, the liability of Telcomanager or its Authorized Representatives is limited to the maximum extent permitted by law.
YOU ACKNOWLEDGE AND AGREE THAT STOPPING THE SOFTWARE OR SPECIFIC SERVICES OF THE COMPANY IS THE BEST DECISION TO SOLVE ANY CONTROVERSY WITH TELCOMANAGER.
14. CONSUMER RIGHTS AND REGIONAL VARIATIONS
This agreement establishes certain legal rights. You may have other rights, including consumer rights, under the laws of your state or country. This agreement does not change the rights established by the local laws of the state or country where the Software or Company Service was acquired.
You agree to indemnify, defend and hold Telcomanager, its authorized representatives, licensors, affiliates, contractors, officers, directors, employees and representatives harmless from and against all liabilities, losses, costs and expenses, including fees arising directly or indirectly from your acts and omissions in the use of the Software in accordance with the terms of the Agreement, including any breach of the Agreement by you or any claim that any content you make available through the Software infringes or violates the rights, copyright, trademark, trade secret, privacy or other intellectual property or other rights of third parties.
From the date of termination of this Agreement, regardless of from which part the decision was made, you must permanently destroy all copies of the Software, its documentation and associated materials. Termination of this Agreement shall not affect your rights or your obligations under this Agreement.
17. LEGAL RESOURCES
You hereby agree that if the terms of this Agreement are not specifically enforced, Telcomanager will be irremediably impaired, and therefore you agree that Telcomanager is entitled, without obligation or proof of damages, to fair and adequate remedies with respect to any part of this Agreement, including temporary and permanent injunctions, in addition to any other available remedy.
18. TAXES AND EXPENSES
You will be responsible for and shall pay, indemnify and hold Telcomanager and any or all of its authorized representatives, officers, directors and employees harmless from any taxes or charges of any kind imposed by any governmental entity with respect to the transactions contemplated in this Agreement including interest and penalties, regardless of whether they are included in any bill sent to you at any time by Telcomanager. You must provide copies of any and all exemption certificates to Telcomanager if you are entitled to any exemption. All expenses and additional costs incurred by you in connection with your activities hereunder, if any, are your sole responsibility. You do not have the right to be reimbursed by Telcomanager for any expenses, and will not hold Telcomanager responsible.
19. TERMS OF SERVICE
This Agreement represents the entire agreement between you and Telcomanager about the Software and services of the Company and supersedes all prior agreements and representations, warranties or understandings between you and Telcomanager (made negligently or innocently, other than those made fraudulently), with relation to the same subject.
Telcomanager reserves the right to change this Agreement at any time, in its sole discretion. If any part of the Agreement is determined to be invalid or unenforceable under applicable local law, including but not limited to the warranty waivers and liability restrictions set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid provision and enforceability which corresponds more to the intent of the original provision and the remainder of the Agreement shall remain in full force and effect.
Any failure by Telcomanager to enforce or enforce any provision of the Agreement or related rights shall not constitute a waiver of such right or provision.
Telcomanager is subject to existing laws and legal process and nothing contained in the Agreement does not invalidate Telcomanager’s right to satisfy governmental, legal and law enforcement requests or requirements relating to your use of the Software or information provided or collected by Telcomanager in relation to its use. In addition to any excuse provided by applicable law, we must be discharged from liability for non-delivery or delay in delivery of the Software arising out of any event that is not under our control, whether or not predictable by either party, including but not limited to , disruption of work, war, terrorism, fire, hacker attack, internet interruptions, accidents, adverse weather conditions, inability to secure transportation, governmental act or regulation and other causes or events beyond our control, whether or not similar to those who are listed above.
You can contact Telcomanager at the link below: