Updated on 18th March, 2019.
1. YOUR AGREEMENT WITH MAPS FINANCIAL
ACCEPTANCE OF TERMS
BY ACCESSING, BROWSING OR USING THE MAPS FINANCIAL WEBSITE AND ITS APPLICATIONS, YOU AGREE TO BE CONTRACTUALLY BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS. MAPS FINANCIAL MAY REVISE THESE TERMS AT ANY TIME, WHICH REVISIONS SHALL BIND YOU AT THE TIME OF APPLICABLE FUTURE VISITS.
PLEASE READ THE GENERALTERMS CAREFULLY. IF YOU DO NOT WISH TO BE BOUND BY THESE GENERAL TERMS, PLEASE EXIT THE MAPS FINANCIAL WEBSITE NOW AND REFRAIN FROM FURTHER USE. By continuing to use or access the Services or Software after the revisions are in effect, you agree to be bound by the revised Terms.
Our Software and Services are licensed, not sold, to you, and may also be subject to one or more of the additional terms (“Additional Terms“). If there is any conflict between the terms in the General Terms and the Additional Terms, then the Additional Terms govern in relation to that Software or Service. The Additional Terms are either subject to change.
2. PRIVACY AND PERSONAL INFORMATION
PRIVACY AND PROTECTION OF PERSONAL INFORMATION
UNDERAGE USAGE WARNING INFORMATION
MAPS Financial Inc. does not actively solicit information from children and young people under the age of 18 (eighteen) years old. Underage persons are required to obtain permission from an adult, and/or parent, before navigating and/or submitting information to the MAPS Financial Website. MAPS Financial does not have any responsibility for those underage persons that lie, or for adults or parents of the underage who irresponsibly lie about the user age and remains still navigating despite the advice of these General Terms. Any or every problem developed by this situation will be responsibility of adults or parents responsible for them.
3. USE OF SOFTWARE AND SERVICES
Subject to your compliance with the Terms and the law, you may access and use the Services and Software.
Certain names, titles, trademarks, service marks, logos, graphics, color image media program, page headers, designs, presentations et al that appear on the MAPS Financial Website are registered and unregistered trademarks, service marks, or trade dress of MAPS Financial including, but not limited to MAPS Financial, MAPS S.A. Soluções e Serviços, MAPS Solutions and all its Images. You may not use any image related with MAPS trademarks and MAPS Solutions without MAPS Financial Inc.’s prior written permission.
The trademarks of third parties may also appear on the MAPS Financial Website and its related medias from time to time; you may not use these trademarks without prior, written permission of their respective owners. You acknowledge and agree that nothing on the MAPS Financial Website grants, expressly or implicitly, by estoppel or otherwise, any right or license to use any of the MAPS trademarks or may be construed to mean that MAPS Financial has authority to grant any right or license on behalf of any third-party trademark owner.
COPYRIGHT AND INTELLECTUAL PROPERTY
Images, arts, drawings, text, data codes, software, documentation, electronic text and image files, audio and video files and clips, product designs and other materials about the MAPS Solutions and MAPS Financial Website and its Related Medias (collectively “Content”) are protected by U.S. and Brazil laws of copyright, and also International copyright laws as IPMO – Intellectual Property Mundial Organization and WIPO Copyright Treaty – WCT, and CBPIL – Câmara Brasileira da Propriedade Intelectual e do Livro, and may be covered by other restrictions related as well.
We (and our licensors) remain the sole owner of all right, title, and interest in the Services or Software. Except as stated in the Terms, we do not grant you any rights to patents, copyrights, trade secrets, trademarks, intellectual property, or any other rights in respect to the items in the Services or Software. We reserve all rights not granted under the Terms.
NOTICE SPECIFIC TO SOFTWARE AVAILABLE ON THIS WEBSITE
Any Software or Service that is made available to use and/or download at our website is the copyrighted work of MAPS Financial and/or its suppliers. Use of the Software is governed by the terms of the End User License Agreement, if any, which accompanies or is included with the Software (“License Agreement”). An end user will be unable to use or install any Software that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms. Third party scripts or code, linked to or referenced from this website, are licensed to you by the third parties that own such code, not by MAPS Financial.
The Software is made available for use and/or download solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.
THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, MAPS FINANCIAL HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FOR YOUR CONVENIENCE, MAPS FINANCIAL MAY MAKE AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. MAPS FINANCIAL DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES OR IN MAPS FINANCIAL SOFTWARE PRODUCTS.
NOTICE SPECIFIC TO DOCUMENTS AVAILABLE ON THIS WEBSITE
Permission to use Documents (such as white papers, press releases, datasheets and FAQs) from the Services is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such Documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any Documents are made. Accredited educational institutions, such universities, private/public colleges, and state community colleges, may download and reproduce the Documents for distribution in the classroom. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
Documents specified above do not include the design or layout of the MAPS Financial website or any other MAPS Financial owned, operated, licensed or controlled site. Anyone wishing to use any Content for commercial use, publication, or any purpose other than the uses defined before or by law must request and receive prior written permission from MAPS Financial.
MAPS FINANCIAL AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED AS PART OF THE SERVICES FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. MAPS FINANCIAL AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL MAPS FINANCIAL AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THE SERVICES.
THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THE SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MAPS FINANCIAL AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME.
NOTICES REGARDING SOFTWARE, DOCUMENTS, AND SERVICES AVAILABLE ON THIS WEBSITE
IN NO EVENT SHALL MAPS FINANCIAL AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THE SERVICES.
4. ACCOUNT INFORMATION
USER ACCOUNT, PASSWORD, AND SECURITY
If any of the Services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify MAPS Financial immediately of any unauthorized use of your account or any other breach of security. MAPS Financial will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by MAPS Financial or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.
5. MAPS FINANCIAL SITE LICENSE AND ACCESS
MAPS Financial Inc. grants you a limited license to access and make personal use of the MAPS Financial Website and its Related Medias. This license does not include any resale or commercial use of this site or Maps Solutions and its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The MAPS Financial Website and its Related Medias or any portion of the MAPS Financial Website and its Related Medias, may not be reproduced, duplicated, copied, license, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of MAPS Financial. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the MAPS Financial Website without express written consent of Maps Financial Inc. You may not use any meta tags or any other “hidden text” utilizing the MAPS Financial Website and its Related Medias names or trademarks without the express written consent of MAPS Financial. Any unauthorized use terminates the permission or license granted by MAPS Financial. You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page of the MAPS Financial Website so long as the link does not portray the MAPS Financial Website, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use the MAPS Financial Websites logo, as any logo presented in its Related Medias or other proprietary graphic or trademark as part of the link without express written permission from MAPS Financial.
6. PURCHASES FROM MAPS FINANCIAL WEBSITE STORE
MAPS Financial Website has a specific area for buying the license to use MAPS Solutions products. MAPS Financial reserves its rights to change availability of any licensed products, new releases and change those values, anytime, without previously communication. All purchases from the MAPS Financial Website Store are made subject to the Terms set forth here. MAPS Financial does not warrant that product descriptions or other content of the MAPS Financial Websites are 100% accurate, complete, reliable, current or error-free. MAPS Financial also does not warrant any Solution product that was not purchased from MAPS Financial Website Store and do not have the Official License Number.
TAXES AND THIRD-PARTY FEES
You must pay any applicable taxes and third-party fees (including, for example, telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, and foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses. If you are located in a different country from the applicable MAPS FINANCIAL entity that you are transacting with, your payments will be made to a foreign entity.
TRADE CONTROL LAWS
The Services or Software and your use of the Services and Software, are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Services and Software. You agree to comply with all the laws, restrictions, and regulations.
MAPS Financial Website Pages describing the Software and Services are accessible worldwide, but this does not mean all Softwares or Services or service features are available in your country or that user-generated content available via the Software and Services is legal or available in your country. Access to certain Software and Services (or certain Service features, Sample Files or Content Files) in certain countries may be blocked by us or foreign governments. It is your responsibility to make sure your use of the Software or Services is legal or available where you use them. Software and Services are not available in all languages.
8. NO MODIFICATIONS, REVERSE ENGINEERING.
Except as expressly permitted in the Terms, you may not (a) modify, port, adapt or translate any portion of the Software or Services; or (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or any portion of any Software or Service. If the laws of your jurisdiction give you the right to decompile the Software to obtain information necessary to render the licensed portions of the Software or Service interoperable with other software, you must first request such information from us. We may, in our discretion, either provide such information to you or impose reasonable conditions, including a reasonable fee, on your decompilation of the Software or Service to ensure that our and our suppliers’ proprietary rights in the Software and Services are protected.
9. USER CONDUCT
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the MAPS Financial Website Services, you will not use the MAPS Financial Website Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the MAPS Financial Website Services in any manner that could damage, disable, overburden, or impair any MAPS Financial and/or supplier server, or the network(s) connected to any MAPS Financial and/or supplier server, or interfere with any other party’s use and enjoyment of any MAPS Financial Website Services. You may not attempt to gain unauthorized access to any MAPS Financial Website Services, other accounts, computer systems or networks connected to any MAPS Financial and/or supplier server or to any of the MAPS Financial Website Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the MAPS Financial Website Services.
LIMITATIONS ON YOUR USE OF THE SITE
You agree not to:
- Obstruct or attempt to obstruct the systems identification procedures or to forge communications of any form;
- Attempt to cause, or actually cause, any disruption of service on the MAPS Financial Website or any other network or any MAPS Financial and/or supplier server including, but not limited to, malicious traffic generation, attempted or actual violation of any security system in place on the Internet and its resources, inserting or injecting into the MAPS Financial and/or supplier server any other network any virus, cancelbot, worm, logic bomb, trojan horse, spyware, adware, malware, or other harmful contents or components, or to engage in or attempt to engage in any unauthorized access to any computer or resource on the Internet;
- Abuse or attempt to abuse the system and resources of the MAPS Financial Website in any manner;
- Violate or attempt to violate the security of the authentication and accounting procedures of the MAPS Financial Website;
- Attempt to or actually undermine, hinder, damage, or disrupt the hardware, software, or security of the MAPS Financial Website or any of its various components. MAPS Financial may block, restrict, disable, suspend or terminate your access to all or part of the MAPS Financial Website and Content at any time in MAPS Financial’s discretion, without prior notice or liability to you.
No compensation will be paid with respect to the use of your Submission, as provided herein. MAPS Financial is under no obligation to post or use any Submission you may provide and MAPS Financial may remove any Submission at any time in its sole discretion.
By posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in these General Terms including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
In addition to the warranty and representation set forth above, by posting a Submission that contain images, photographs, pictures or that are otherwise graphical in whole or in part (“Images”), you warrant and represent that (a) you are the copyright owner of such Images, or that the copyright owner of such Images has granted you permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of your use and as otherwise permitted by these Terms, (b) you have the rights necessary to grant the licenses and sublicenses described in these Terms, and (c) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these Terms, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images. By Posting Images, you are granting to MAPS Financial permission to use your Images in connection with the use, as permitted by these Terms, of any of the Services, (including, by way of example, and not as a limitation, making prints and gift items which include such Images), and including, without limitation, a non-exclusive, world-wide, royalty-free license to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Images without having your name attached to such Images, and the right to sublicense such rights to any supplier of the Services. The licenses granted in the preceding sentences for Images will terminate at the time you completely remove such Images from the Services, provided that, such termination shall not affect any licenses granted in connection with such Images prior to the time you completely remove such Images. No compensation will be paid with respect to the use of your Images.
UNSOLICITED IDEA SUBMISSION POLICY
MAPS FINANCIAL OR ANY OF ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN MAPS FINANCIAL’S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO MAPS FINANCIAL. SO, PLEASE DO NOT SEND YOUR UNSOLICITED IDEAS TO MAPS FINANCIAL OR ANYONE AT MAPS FINANCIAL OR ANY OF ITS AFFILIATES OR PARTNERS. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT MAPS FINANCIAL MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY.
11. LINKS TO THIRD PARTIES SITES
SOME OF THE LINKS MAY BE REFERED TO THIRD PARTIES SITES AND WILL LET YOU LEAVE MAPS FINANCIAL WEBSITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF MAPS FINANCIAL AND MAPS FINANCIAL IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. MAPS FINANCIAL IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. MAPS FINANCIAL IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY MAPS FINANCIAL OF THE SITE.
12. SPECIAL DISCLAMER ON MAPS PRICING SOLUTION AND OTHERS
MAPS Pricing Solution and related Services, and the information on MAPS Pricing are provided on an “as is” basis without any warranties whether express or implied. While we may use reasonable efforts to include accurate and up-to-date information on MAPS Pricing Solution, we make no warranties or representations as to its accuracy, timeliness or completeness. We shall not be liable for any acts or omissions of any third parties however caused, and for any direct, indirect, incidental, special, consequential or punitive damages, however caused, resulting from or in connection with MAPS Pricing Solution and the Services, your access to, use of or inability to use or reliance on information on MAPS Pricing Solution or the Services, or any delays or inaccuracies in the information or in its transmission including, but not limited to, damages for loss of business or profits, use, data or other intangible. For the purposes of these Terms, indirect or consequential loss or damage includes, without limitation, loss of revenue, profits, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment including software, claims of third parties, and all associated and incidental costs and expenses. You agree to indemnify and keep us indemnified against any claim, action, suit or proceeding brought or threatened to be brought against us which is caused by or arising out of (a) your use of the Services, (b) any other party’s use of the Services using your user account, or any identifier, and/or (c) your breach of any of these Terms, and to pay us damages, costs and interest in connection with such claim, action, suit or proceeding.
13. WARRANTY AND INDEMNIFICATION
By using the MAPS Financial Website in any manner, you represent and warrant that your use will be consistent with these Terms. You agree to indemnify, defend, and hold MAPS Financial, its affiliates, trustees, directors, officers, employees, or agents harmless from all claims, causes, costs, expenses, fees (including reasonable attorneys’ fees), judgments, liabilities, losses, and damages arising from or relating to your use of the MAPS Financial Websites.
14. DISCLAIMER OF WARRANTIES
MAPS FINANCIAL PROVIDES THE SITE ON AN “AS IS” BASIS. YOUR USE OF THE SITE, CONTENT, AND COMPILATION IS AT YOUR OWN RISK. MAPS FINANCIAL DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COPYRIGHT OWNERSHIP AND/OR NONINFRINGEMENT OF COPYRIGHTS OR OTHER THIRD-PARTY PROPRIETARY RIGHTS. MAPS FINANCIAL DOES NOT WARRANT THAT THE SITE WILL PROVIDE CONTINUOUS, PROMPT, SECURE OR ERROR-FREE SERVICE. MAPS FINANCIAL MAKES REASONABLE ONGOING EFFORTS TO REVISE AND UPDATE THE SITE BUT ASSUMES NO LIABILITY FOR ANY ERRORS OR OMISSIONS, INCLUDING THE INACCURACY OF CONTENT OR FOR ANY DAMAGES OR LOSSES THAT YOU OR ANY THIRD-PARTY MAY INCUR AS A RESULT OF THE UNAVAILABILITY OF THE SITE. MAPS FINANCIAL ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO OR VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ARISING FROM YOUR USE OF THE SITE INCLUDING, BUT NOT LIMITED TO, THE REPRODUCTION OF THE CONTENT OR COMPILATION.
15. LIMITATION OF LIABILITY
NEITHER MAPS FINANCIAL, ITS AFFILIATES, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS SHALL HAVE ANY LIABILITY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, COMPENSATORY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATED TO YOUR USE OF THE SITE, CONTENT, AND/OR COMPILATION.
16. SEVERANCE AND WAIVER
You acknowledge and agree that in the event any provision of these Terms shall be held by a court of competent jurisdiction to be invalid, unlawful or unenforceable, in any respect, the validity, legality and/or enforceability of the remaining Terms contained herein shall not in any way be affected or impaired thereby. In such event, the parties agree that such invalid term(s) or condition(s) shall be validly reformed by the court to as near approximate the intent of the parties as reflected in the provision, and if unreformable, shall be severed and deleted from these Terms. MAPS Financial’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless agreed to in writing by MAPS Financial.
17. VENUE AND CHOICE OF LAW
These Terms and any counterparts, amendments, or revisions thereto shall be governed and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. Any case, controversy, suit, action, or proceeding arising out of, in connection with, or related to this Agreement shall be brought in a Federal or State court located in New York County in the State of New York in United States of America, and the parties hereby waive any objection that they may have to personal jurisdiction or forum non convenient in these courts.
18. ENTIRE AGREEMENT
These Terms are the complete statement of the agreement of the parties with respect to the subject hereof and supersede all prior agreements and understandings between the parties hereto with respect to the subject hereof. In order to be binding, any amendment or modification of this Agreement must be effected by an instrument in writing signed by the parties.
19. contact with questions or concerns
If you have a question, concern, or request, please get in touch with MAPS Financial’s customer service at firstname.lastname@example.org.
Non-Exclusive and Temporary License Agreement for the Use of Solution
On the one hand,
[CLIENT SOCIAL REASON], [AUTOMATED full qualification], enrolled with the Taxpayer number [●], headquartered at [address], herein represented by its undersigned legal representatives, hereinafter referred to simply as “LICENSED USER” ;
and, on the other hand,
MAPS FINANCIAL INC., a joint stock company, registered by the Certificate of Incorporation Office in the State of Delaware, 1201 N. Market Street – suite 2300, Wilmington, New Castle County, Delaware 19801, under SR 20177439824, File Number 6651901, in 7th December 2017, with its headquarters at 14th Wall Street 20th floor – New York – New York 10005, in this act represented in the terms of its corporate acts, hereinafter referred to simply as “MAPS FINANCIAL“;
LICENSED USER and MAPS FINANCIAL hereinafter referred to as “PARTY” when referred to individually, and “PARTIES” when referred to together;
- The object of this instrument is the SOLUTION – MAPS Pricing, hereinafter referred to simply as “SOLUTION”, and consists of a technical solution developed and owned by MAPS FINANCIAL and sponsored and presented by THOMSON REUTERS (Markets) LLC, headquartered at 3 Times Square, New York NY 10036, United States, through their EIKON APP STUDIO, a system-wide framework for remote access. THOMSON REUTERS (Markets) LLC hereinafter referred to simply as “TR”;
- This instrument is executed in the sole autonomy of LICENSED USER, and the LICENSED USER declares that it was in his entire will and decision to make this Temporary License Agreement;
- The LICENSED USER is aware that MAPS Financial provides the SOLUTION to Thomson Reuters LLC, to market it directly in its Eikon App Studio application;
- The LICENSED USER is aware that TR granted the access to the SOLUTION, and, although TR is not a signatory to this instrument, it is aligned with MAPS Financial through other commercial agreements;
- The LICENSED USER is fully aware that MAPS FINANCIAL is the creator and developer, owner of all production rights, absolute owner of source codes and holder of marketing rights from the computer program (s) SOLUTION and optional devices, as well as any other IP rights derived from and/or connected to the SOLUTION;
- LICENSED USER is aware that its entering in the TR environment, where the SOLUTION is provided by MAPS Financial, and it will be accessed at that technical model, and because it is a shared technical environment provided by TR to MAPS Financial and LICENSED USER, there may be technical failures not attributable to MAPS Financial due to power failures, communication failures and/or adjustments in the integration of environments, operating systems failures, or structural software’s requests;
- There are no responsibilities, liabilities or findings that may be attributed untimely to such eventual failures, be it to TR or MAPS Financial or LICENSED USER, without prior due diligence and related technical analysis, which may have generated the eventual problem, so that one can indicate the causes or issues related to a possible systemic failure;
- MAPS FINANCIAL is the creator and developer, owner of all production rights, absolute owner of source codes and holder of marketing and IP rights for the computer program(s) and optional devices, MAPS Financial is the only company that offers to the market the SOLUTION described in Appendix II – Technical Proposal; as well as the holder of the rights to provide services related to SOLUTION, such as installation, implementation, training, technical support, updating, maintenance, customization and consulting of SOLUTION, hereinafter referred to simply as “SERVICES”, duly described in this instrument and its Appendices;
- The LICENSED USER has an interest in using the SOLUTION and/or contracting the SERVICES for the specific purpose described in Appendix I – Specific Conditions;
- The LICENSED USER declares that it has complete and full understanding about the TERMS AND CONDITIONS by using, browsing or accessing the SOLUTION application, and agrees to be bound by these Terms and Conditions of Use. MAPS Financial reserves the right to amend these terms and conditions at any time. If you disagree with any of these Terms and Conditions of Use, you must immediately discontinue your access to the SOLUTION and your use of the services offered on SOLUTION. Continued use of SOLUTION will constitute acceptance of these Terms and Conditions of Use, as may be amended from time to time;
- The LICENSED USER has complete and full understanding about the LOCATION related to where the SOLUTION and its SERVICES are provided and that it is intended solely for use by Users who access SOLUTION in BRAZIL. We make no representation that the SERVICES (or any goods or services) are available or otherwise suitable for use outside of Brazil. Notwithstanding the above, if you access SOLUTION and/or use the SERVICES from locations outside Brazil, you do so on your own initiative and are responsible for the consequences and for compliance with all applicable laws;
- The LICENSED USER has complete and full understanding about DISCLAMER SOLUTION, the SERVICES, and the information on SOLUTION are provided on an “as is” basis without any warranties whether express or implied. While we may use reasonable efforts to include accurate and up-to-date information on the SOLUTION, we make no warranties or representations as to its accuracy, timeliness or completeness. We shall not be liable for any acts or omissions of any third parties however caused, and for any direct, indirect, incidental, special, consequential or punitive damages, however caused, resulting from or in connection with the SOLUTION and the Services, your access to, use of or inability to use or reliance on information on SOLUTION or the Services, or any delays or inaccuracies in the information or in its transmission including but not limited to damages for loss of business or profits, use, data or other intangible. For the purposes of these Terms and Conditions of Use, indirect or consequential loss or damage includes, without limitation, loss of revenue, profits, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment including software, claims of third parties, and all associated and incidental costs and expenses. You agree to indemnify and keep us indemnified against any claim, action, suit or proceeding brought or threatened to be brought against us which is caused by or arising out of (a) your use of the SERVICES, (b) any other party’s use of the SERVICES using your user account, or any identifier related to you, and/or (c) your breach of any of these Terms and Conditions of Use, and to pay us damages, costs and interest in connection with such claim, action, suit or proceeding;
- The LICENSED USER has complete and full understanding that MAPS Financial reserve the right to change its platform of Services, Customizations, Trainings and Developments, and considering it as a Services Support, and, in those cases, MAPS Financial shall issue commercial proposal concerning that Services; and
- Because the PARTIES agree with the conditions presented, it is in the common interest of the PARTIES to clearly and expressly state in a written document the terms under which the LICENSED USER’s use of the SOLUTION and the provision of the SERVICES may be given;
PARTIES hereby agreed to execute this Non-Exclusive and Temporary License Agreement for the Use of SOLUTION, Consulting and Services, hereinafter referred to simply as the “Agreement”, which shall be governed by the clauses and conditions set forth herein and by the applicable Appendices to this Agreement (“Appendices”);
» Appendix I – Specific Conditions.
» Appendix II – Technical Proposal.
» Appendix III – Commercial Proposal.
1. CONTRACT OBJECT – LICENSE OF SOLUTION
1.1. The purpose of this Agreement is to License the rights to use SOLUTION on a temporary and non-exclusive basis, as well as eventually the provision of the SERVICES according to new commercial basis provided by MAPS FINANCIAL to the LICENSED USER
2. LICENSE OF USE OF SOLUTION AND SOFTWARE
2.1. MAPS FINANCIAL licenses the SOLUTION to the LICENSED USER, under the terms and conditions of this Agreement, in a strictly confidential manner and for the exclusive use of LICENSED USER.
2.1.1. Although the license is granted temporarily on a non-exclusive basis, the SOLUTION now licensed may be customized by MAPS FINANCIAL, in order to meet specific interests of LICENSED USER, within the limits detailed in this Agreement.
2.1.2. The license granted contemplates the use of SOLUTION in LICENSED USER’s production and approval and development environments, according to Appendix I – Specific Conditions .
2.2. MAPS FINANCIAL authorizes LICENSED USER to use the SOLUTION to carry out its activities, as described in Appendix I – Specific Conditions. This authorization is granted, among other legal permissive, pursuant to the provisions of article 20 of the Brazilian Civil Code.
2.3. The LICENSED USER may use the SOLUTION exclusively in its facilities, in virtual environment provide by TR, that are managed by the LICENSED USER in accordance with the form and location duly identified and established in this Agreement, in Appendix I – Specific Conditions.
2.4. LICENSED USER undertakes to make use of the SOLUTION in an exclusively internal manner and to process its own information and/or information from third parties that are part of the rendering of services for the LICENSED USER, observing the provisions of clause 2.5.
2.5. LICENSED USER guarantees the non-provision of processing services to third parties and illegal copies not licensed by MAPS FINANCIAL, and undertakes to ensure that the number of simultaneous LICENSED USERs of SOLUTION does not exceed the quantity established in Appendix I – Specific Conditions.
2.6. The license object of this Agreement may not be leased, sub-leased, loaned, sold or transferred to third parties, in any capacity or form, by LICENSED USER.
2.7. Considering that SOLUTION may contain components of third parties for their proper functioning, it is already agreed that any components of third parties that make up the SOLUTION are also subject to the terms and conditions governing their use and must be accepted by the LICENSED USER, during the installation of SOLUTION.
2.8. MAPS FINANCIAL ensures that SOLUTION will operate in accordance with the specifications, characteristics and technical functions described in its supporting materials, associated technical documentation and training material, provided that they are properly installed, operated in accordance with MAPS FINANCIAL guidelines and that ( s) equipment and / or operating environment of the LICENSED USER are properly updated and do not present any defects of any nature.
2.9. No other warranty, other than that explicitly described in this Agreement, is made by MAPS FINANCIAL, and MAPS FINANCIAL shall in no way be liable in any way for any direct or indirect damage arising from the LICENSED USER’s misuse of SOLUTION, including loss of work, information or income.
2.10. The LICENSED USER undertakes to authorize MAPS FINANCIAL to have access to the environments in which the SOLUTION are installed to verify and audit the proper use thereof, as well as the faithful compliance with the provisions set forth in this Agreement and its Appendices.
2.11. The LICENSED USER undertakes to allow access and use of the SOLUTION only to its technical professionals trained by MAPS FINANCIAL. 2.12. Any change in the SOLUTION must be made solely by MAPS FINANCIAL and/or its technicians, under penalty of termination of this Agreement.
3. INDUSTRIAL, INTELLECTUAL AND AUTHORITY PROPERTY AND CONFIDENTIALITY
3.1. All information and know-how (such as know-how, technologies, computer programs, procedures and routines) existing prior to the execution of this Agreement and owned by MAPS FINANCIAL and/or third parties under the responsibility of MAPS FINANCIAL, and which are disclosed between the PARTIES shall continue to belong to the holder and/or owner, depending on the case.
3.2. MAPS FINANCIAL is and will continue to be the sole and legitimate owner of all industrial, intellectual and copyright ownership rights relating to SOLUTION and its modules, listed in Appendix I – Specific Conditions (“Modules”), as well as all improvements and additional developments that are added to SOLUTION.
3.3. LICENSED USER acknowledges the intellectual property of MAPS FINANCIAL on the SOLUTION, as well as on all the respective Modules, reports, treatments or any types of programs that will be incorporated into SOLUTION in the event of customization, being obliged to respect the MAPS FINANCIAL copyright, by itself, employees and also by its agents, under penalty of violating copyright, subject to the penalties provided for legislation.
3.4. LICENSED USER undertakes to defend MAPS FINANCIAL’s industrial, intellectual and copyright rights to SOLUTION against any attempt by third parties to breach it. Thus, LICENSED USER will not allow its employees, representatives, agents and any persons related to it to sell, loan, lease, copy, transfer or disclose to any third party, both the functionalities and the codes of the SOLUTION, in whole or in part. In addition, the LICENSED USER will not disclose or publish information about the SOLUTION owned by MAPS FINANCIAL, nor any other information that is provided by MAPS FINANCIAL as confidential.
3.5. The SOLUTION shall in no case be transferred to LICENSED USER as a result of this granting of the License of Use inherent to them and/or their use, being expressly established that LICENSED USER shall only have the right to use the Licenses of Use temporarily, during the this Agreement, in the form set forth herein.
3.6. The LICENSED USER undertakes to the total and unrestricted secrecy of the information in this Agreement, not being able to disclose the price, commercial conditions and/or any other terms of this Agreement, either to third parties, LICENSED USER companies/subsidiaries or to competitors or agents of MAPS FINANCIAL.
3.7. The LICENSED USER undertakes to employ, in relation to SOLUTION and associated technical documentation, the same level of care that it would be reasonable to adopt to protect its own confidential information.
3.8. LICENSED USER undertakes not to make any modifications to the SOLUTION without express prior written authorization from MAPS FINANCIAL. In the event that the LICENSED USER or its employees make modifications to the SOLUTION without the proper authorization, such changes shall be the property of MAPS FINANCIAL, in which case the guarantees that may have been granted by MAPS FINANCIAL will be terminated immediately, as well as the interruption of SOLUTION, established in Section V.
3.9. There shall not be, at no time or in any way, any assignment of the source codes of MAPS FINANCIAL SOLUTION to the LICENSED USER.
3.10. The LICENSED USER is legally bound not to use reverse engineering or any device to appropriate the source code of the SOLUTION, and if it does so, to respond criminally and pay a fine of 180 (one hundred and eighty) times the value of this Agreement, duly updated by IGP-M index, in addition to reimbursing to MAPS FINANCIAL all the expenses and losses that it may assess.
3.11. The LICENSED USER undertakes not to extract copies, and not to allow others to do so, and not to reproduce any portion of the SOLUTION, in any form, without the prior written consent of MAPS FINANCIAL, except for back-up purposes.
3.12. The PARTIES undertake to maintain the confidentiality of any information, documents and reports provided under this Agreement for which confidentiality is sought by the Party providing them.
3.13. The PARTIES agree to treat all information (“Information”) to which it has access under this Agreement in strict confidentiality, acting with diligence to avoid its verbal or written disclosure, not allowing the access, either by action or omission, to any third party, under penalty of civil, criminal law and specific copyright protection legislation of computer program. For ‘Information’, the PARTIES understand any data, materials, procedures, documents, technical or commercial specifications, innovations and technical improvements promoted by any of the PARTIES, its subsidiaries or associated companies, as well as its customers.
3.14. The PARTIES undertake to explicitly inform all employees and third parties who may be hired by them regarding the confidentiality of the Information, taking all necessary measures to ensure that such information is disclosed only to employees or third parties who need access to them for the purposes of the Contract. 3.15. The obligations of secrecy and confidentiality provided in this Section shall be binding upon the PARTIES during the term of the Agreement, and shall continue in the event of termination, irrespective of the reason for the termination and disregard of any of the PARTIES, without express authorization in writing of the other party, shall enable the immediate termination of the Agreement with the applicable penalties and without prejudice to liability for the losses and damages that have been proven to have been caused to the injured party and/or third parties, and of the criminal liability to which its administrators will respond due to the secrecy. 3.16. The obligation of confidentiality, in the terms herein provided, shall survive termination or termination of the Agreement, regardless of the reason for termination, for a minimum term of 5 (five) years or longer term if specific law so delimits.
4. INSTALLATION AND IMPLANTATION
4.1. The SOLUTION will be installed by the LICENSED USER, in the environments indicated in Appendix I – Specific Conditions, obeying the installation manual provided by MAPS FINANCIAL (“Installation”) and TR environment.
4.2. MAPS FINANCIAL will advise the LICENSED USER in the process of completing the SOLUTION database (“Deployment”) in the initial implementation process, and it is hereby established that the responsibility for the quality or accuracy of the data informed to the SOLUTION is of the LICENSED USER, as well as by providing a detailed specification on the services to be performed, such as file lay-outs, reports, etc.
4.3. It is LICENSED USER’s responsibility to carry out the developments to meet the requirements of the initial implementation process.
4.3.1. The LICENSED USER may request MAPS FINANCIAL to carry out such developments, which will be considered and treated as customization services, as established in clause 9.1.
4.4. The deployment services will be provided by MAPS FINANCIAL, as specified in Appendix IV – Implementation Proposal according new special commercial agreement between the parties.
5. TECHNICAL SUPPORT
5.1. The technical support services (“Support”) consist of all technical measures taken by MAPS FINANCIAL, restricted to the SOLUTION itself, whose purpose is to keep the SOLUTION in basic operating conditions of the software, whether in the production environment or in the approval of the LICENSED USER, covering the notification service/technical call and the solution of any problem identified by the LICENSED USER for one or more of the components of the SOLUTION.
5.1.1. The Support is conditioned to the correct operation of the SOLUTION, by LICENSED USER personnel properly trained by TR and/or MAPS FINANCIAL and acting according to the instructions provided by MAPS FINANCIAL, in the occasion of the Training, either initial or complementary, according to the special commercial agreement. 5.2. It is already established that services that do not comply with the provisions of clause 5.1, such as but not limited to:
a) verification of the input data used by the LICENSED USER in the SOLUTION;
b) supply, import or verification of incoming data used by the LICENSED USER in the SOLUTION;
c) any financial report that uses the SOLUTION as data source, except when there is previous understanding in this sense among the PARTIES;
d) except for Customizations developed by MAPS FINANCIAL for the LICENSED USER, upon previous understanding between the PARTIES, installation, updating or management of any LICENSED USER program, solution, software or system that compose or not the SOLUTION environment, such as but not limited to, Database Manager, Operating System, Communication Network, Queue Server, Authentication Server, etc .; e) called Support technicians due to lack of technical or market qualification by LICENSED USER professionals. 5.3. It is the LICENSED USER’s responsibility to ensure that technical calls are not opened if they are not contemplated in the object of the Support.
5.3.1. If MAPS FINANCIAL identifies technical calls resulting from operational failures or lack of training of the LICENSED USER professionals, it may, in its sole discretion, characterize the hours spent in the attendance of the respective call as Consultancy and, in this way, make the respective collection according to the MAPS Financial current price list.
5.4. The LICENSED USER may contract the SOLUTION Support, for the duration of the Agreement, to be provided by MAPS FINANCIAL remotely, after the completion of the installation phase.
5.4.1. The Remote Support may be converted into Support in the place where the SOLUTION is installed, in the production environment and/or homologation of the LICENSED USER, when it so chooses, through a new commercial agreement between the PARTIES, aiming the adjustment of the workload and its price, to be set out in Appendix I – Specific Conditions I.
5.5. MAPS FINANCIAL may provide the Support at the place where the SOLUTION is installed, by a new commercial agreement, in the production environment and/or homologation of the LICENSED USER, at no additional cost, when MAPS FINANCIAL, in its sole discretion, reaches the conclusion that it is more effective to do so, and in this case, without additional charges or charges to the LICENSED USER.
5.5.1. In the event that the LICENSED USER requests, MAPS FINANCIAL may provide the Support, emergency or not, in the place where the SOLUTION is installed, following a previous commercial agreement between the PARTIES.
5.5.2. The notifications/technical calls of any occurrences should be made: a) by a representative of the LICENSED USER, previously appointed, duly qualified to operate the SOLUTION and able to resolve the issues that arise during the service by MAPS FINANCIAL. 5.6. The Support will be carried out by MAPS FINANCIAL through a technical call from the LICENSED USER. In order to do so, MAPS FINANCIAL undertakes to comply with this call, within the stipulated periods according to the SLA (Service Level Agreement), remotely or directly at LICENSED USER’s premises, when applicable, by means of telephone calls and/or e-mail, in Portuguese or English, directly to the MAPS FINANCIAL Customer Service Center, being:
- Hours of Service: M-F 9-5 GMT/UTC-3
- Via phone: +55 (11) 5085.7110
- Online help URL: http://www.mapsfinancial.com/product-support/maps-pricing-for-eikon
- Via e-mail: email@example.com
5.6.1. The notifications/technical calls of any occurrences should be made by a representative of the LICENSED USER, previously appointed, duly qualified to operate the SOLUTION and able to resolve the issues that arise during the service by MAPS FINANCIAL.
5.6.2. The terms and conditions of service and their respective terms, according to the SLA established in Section VIII, will vary according to the following classifications:
Aims the clarification of doubts about:
- the operation of the SOLUTION and/or results presented;
- the functionalities available in SOLUTION.
In order to diagnose and define a possible maintenance, as established in clause 7.1, it aims at analyzing the occurrence of:
- the results presented by the SOLUTION, if they do not comply with the one defined in Appendix II – Technical Proposal;
- the results to be presented by the SOLUTION, as well as their adequacy to the expected, when executing a sequence of actions or the entry of information, not dealt with by the SOLUTION so far.
6.1. The update services (“Update”) consist of modifications introduced by changes in legislation or market practices, or by technological upgrades or basic functionalities according to the original SOLUTION specifications; and MAPS FINANCIAL will have the minimum period of two (2) months to develop the Update resulting from changes in legislation.
6.2. The LICENSED USER may contract the SOLUTION Update for the term of the Agreement.
6.3. The Update will be prioritized according to MAPS FINANCIAL’s development criteria exclusively and will be made available monthly by MAPS FINANCIAL to LICENSED USER through a new version of the SOLUTION.
6.4. The Update, provided for in this Agreement, does not include, under any circumstances: a) customizations of reports, queries, screens or processing criteria of SOLUTION, even if the LICENSED USER understands that it would be better or more correct, except as provided in the legislation that imply relevant functions or results; b) creation or development of new functions or functionalities, requirements or any specific customization.
6.5. Any amendment that falls within the provisions of clause 6.4, if performed and made available to the LICENSED USER without charging additional amounts, with or without creating a new version, will always be considered mere tolerance from MAPS FINANCIAL and cannot be invoked by the LICENSED USER as novation or alteration of contractual or acquired rights.
6.6. If there is any disruption in reasonable working SOLUTION due to changes in the technical infrastructure environment of the LICENSED USER, and that because of this it is necessary to carry out any change or addition to regain a reasonable operating SOLUTION, MAPS FINANCIAL shall submit a budget based on its current price list for the approval of the LICENSED USER. Once approved the budget, MAPS FINANCIAL shall promote the change or the corresponding addition. If such disturbances occur due to technical features or procedures caused by MAPS FINANCIAL, or because of proven failures or errors in the SOLUTION, MAPS FINANCIAL shall carry out the necessary changes or additions without any cost and/or expenses for the LICENSED USER.
6.7. Any and all changes or additions to the SOLUTION that are not contained in clause 6.1, will be treated as customization, as established in clause 9.1.
6.8. It is the responsibility of the LICENSED USER to carry out the necessary tests and the respective homologation of the new version, before its installation in its production environment.
6.9. LICENSED USER will immediately notify MAPS FINANCIAL of any divergences encountered during the approval process of the new version and will only proceed with its installation in the production environment after MAPS FINANCIAL corrections are made available.
6.10. When the updates imply alteration of the respective support material, MAPS FINANCIAL will provide, free of charge, the updating of the same in electronic format.
7. MAINTENANCE SERVICES
7.1. The maintenance services in the SOLUTION (“Maintenance”) and their respective terms, according to the SLA established in Section VIII, will vary according to the degree of severity that each eventuality may cause in the production environment of the LICENSED USER, according to the following ratings:
a) Emergency Corrective – Correction of SOLUTION when they present:
i. Degree of Critical Severity, representing that:
- production stands still;
- SOLUTION is unavailable;
- information processing is interrupted, whether for all or part of the LICENSED USER network.
b) Corrective – Correction of SOLUTION when they present:
- i. Degree of High Severity, representing that:
- production is affected;
- SOLUTION is available, but only part of the functionality;
- the information processing is not interrupted, but with incorrect result(s);
- the incorrect result(s) compromise the closure of the daily routine.
ii. Degree of Medium Severity, representing that:¾ production is affected;
- SOLUTION is available and meet all the functionalities;
- the information processing is not interrupted, but with incorrect result(s);
- the incorrect result(s) does not compromise the closure of the daily routine.
iii. Degree of Low Severity, representing that:
- production is not affected;
- SOLUTION is available and meet all the functionalities;
- the information processing is not interrupted, but with incorrect result(s);
- the incorrect result(s) does not compromise the closing of the daily routine, and there is also a contour solution(s).
c) Improvement – Enhancement of SOLUTION functionalities in order to facilitate the use, promote productivity gain and/or adjustments in the visualization of the information presented by the SOLUTION. In such cases, it will be up to MAPS FINANCIAL to assess whether the improvement in question may be incorporated into the SOLUTION and how, if in a standardized way, without costs to the LICENSED USER, or through the customization service, established in clause 9.1. In both cases, the development will take place according to the plan of update of new versions.
d) Evolutionary – Implementation of new functionalities or new business requirements aiming to extend the performance of SOLUTION. In such cases, MAPS FINANCIAL will also be responsible for evaluating whether the improvement in question may be incorporated into the SOLUTION, and how, if standardized, without costs to the LICENSED USER, or through the customization service, established in clause 9.1. In both cases, the development will take place according to the version update plan.
e) Updating of Versions – Updating of the version of SOLUTION, contemplating all forms of maintenance, in addition to the customizations and updates of the SOLUTION, which will be forwarded by MAPS FINANCIAL to the LICENSED USER, whenever necessary, with due clarification on the changes made and their respective impacts. The version update is the responsibility of the LICENSED USER, which must always occur previously in the homologation environment for the proper identification of any faults, occurrences or any analysis related to the SOLUTION. It is also incumbent upon the LICENSED USER to carry out the Version update in the production environment, after the homologation phase, as well as the monitoring of the SOLUTION in this environment.
VIII. SLA – SERVICE LEVEL AGREEMENT
8.1. The PARTIES establish, in the table below, the levels of service and their respective response times, considering that:
a) any errors or problems are directly and exclusively attributable to SOLUTION;
b) the response time is counted from the notification/technical call (opening of the call) by the LICENSED USER to MAPS FINANCIAL;
c) In the event that the peculiarities of the errors or problems presented by the SOLUTION make it impossible to correct them within the established deadlines, MAPS FINANCIAL will provide the LICENSED USER with an alternative solution, being obliged, however, to regularize its operation, within a period to be agreed between the PARTIES at the time and, provided that this solution meets the interests of the LICENSED USER.
d) All deadlines, especially for research, are conditioned on the availability of LICENSED USER professionals, both in the LICENSED USER area and in the IT area, to provide input for the necessary analysis (information, reports, etc.) and for testing and validation to confirm the results.
IX. CUSTOMIZATION, MISCELLANEOUS SERVICES AND CONSULTANCY
9.1. The customization services (“Customization”) will be the subject of a special request, written in sufficient detail by the LICENSED USER, addressed to MAPS FINANCIAL, who, in response, will submit a proposal containing the respective feasibility study, development, implementation and training schedule, and price and form of payment that, upon acceptance of the LICENSED USER, shall serve as a formal agreement between the PARTIES.
9.2. The provision of any services by MAPS FINANCIAL that are not expressly provided for in the Agreement and its Appendices may not be required to MAPS FINANCIAL, nor is there any provision of this Agreement that requires any customizations to the LICENSED USER’s SOLUTION, operating systems or specific programs.
9.3. Miscellaneous services may be provided by MAPS FINANCIAL, as long as requested by the LICENSED USER and expressly agreed with MAPS FINANCIAL. In this case, the PARTIES will necessarily conclude an addendum or an Appendix to the Contract, containing the conditions, prices and time periods in which the services will be provided.
9.4. The provision of such customized services and various services will be conditioned to the previous analysis or diagnosis of MAPS FINANCIAL, in relation to the needs of the LICENSED USER, as well as in relation to SOLUTION and integration with the other softwares and hardwares of the LICENSED USER.
9.5. MAPS FINANCIAL reserves the right to refuse to provide customization and other specific services in accordance with its technical and commercial feasibility assessment. Otherwise, PARTIES should issue a new commercial proposal in order to settle the business.
9.6. Modifications and/or additions to SOLUTION shall be considered and treated as Customization, which shall:
a) aim at customization of reports, queries, screens or processing criteria of SOLUTION, even if the LICENSED USER understands it to be more correct or better, except as provided in the relevant legislation;
b) if they are necessary for the restoration of the reasonable functioning of the SOLUTION, when they present disturbances due to changes in the technical infrastructure environment of the LICENSED USER;
c) are not explicitly contained as an Update, established in this agreement.
9.7. Any developments that comply with the provisions of clause 9.6, if performed without the collection of additional amounts, with or without the creation of a new version, will always be considered as a mere tolerance of MAPS FINANCIAL, and cannot be invoked by the LICENSED USER as novation or change of contractual device or as an acquired right.
9.8. According to clause 9.1, the customization needs may be identified by the LICENSED USER or by MAPS FINANCIAL during their Support functions or even in the dealings with the managers of the technical areas and client areas of the SOLUTION. The evolutions, adjustments, integrations and optimizations to be diagnosed, analyzed, worked out and implemented in the SOLUTION and, eventually, in its integration with various applications and software, whether in part or in the whole SOLUTION architecture, is characterized as Consulting.
9.8.1. The Consultancy, if there is interest of the LICENSED USER, it will be presented in a different way, customized according to the specific need, and will enter the regime of processes of consulting works of MAPS FINANCIAL.
9.8.2. The Consultancy will only be evaluated in case of formal request of the LICENSED USER to MAPS FINANCIAL.
9.8.3. The formal request for Consulting, by LICENSED USER, will enter into management and it will receive a detailed technical proposal of all services to be applied to the need, as well as the respective commercial proposal.
9.8.4. The Consultancy will begin and will be carried out in accordance with the technical proposal of MAPS FINANCIAL, after receiving the ‘agreed’ of the LICENSED USER, accepting the terms of the technical works and commercial conditions.
X. SERVICES NOT INCLUDED
10.1. It is hereby established that the following will not be considered as objects of the SERVICES of this Agreement:
a) supply, import or verification of the input or incoming data used by the LICENSED USER in the SOLUTION;
b) any financial report that uses the SOLUTION as data source, unless there is previous agreement between the PARTIES;
c) any program, SOLUTION or software of the LICENSED USER other than the SOLUTION, except for the Customizations developed by MAPS FINANCIAL for the LICENSED USER, upon prior agreement between the PARTIES;
d) installation, configuration or updating of any hardware;
e) installation, configuration or updating of any software other than SOLUTION, such as, but not limited to, Database Manager, Application Servers, SOLUTION, Operating System, Communication Network or any other tool that is used by the LICENSED USER. When such services are required depending on SOLUTION / SOFTWARE, MAPS FINANCIAL may provide the LICENSED USER with configuration scripts and specifications of the services, in order to enable them to be performed by the LICENSED USER, through a commercial agreement between the PARTIES;
f) any services resulting from platform migration, operating system change, programming language and database language, other than those supported by SOLUTION;
g) any other services not included in this contract, which are requested by LICENSED USER from MAPS FINANCIAL, will be subject to a separate service agreement.
11.1. MAPS FINANCIAL will offer basic training to up to 5 (five) LICENSED USER members, upon acquisition of the license or any specific Upgrade that has such a need.
11.1.1 MAPS FINANCIAL will accompany the professionals, who are already properly trained, during the processes of installation and implementation of the SOLUTION. This monitoring can be on-site or remote, with the purpose of clarifying doubts or help in case of difficulty in the handling of SOLUTION, thus consolidating the training given.
11.2. Special or customized training must be requested by the LICENSED USER, who will receive a specific proposal of achievement and price according to the MAPS FINANCIAL price list at the time and as indicated in Appendix I – Specific Conditions. The training will be provided according to the need, which should be manifested by the LICENSED USER.
11.2.1. The training will be given in the environment of approval in the premises of the LICENSED USER, indicated in Appendix I – Specific Conditions, at a date and time to be agreed between the PARTIES, conditioned to the availability of MAPS FINANCIAL.
11.3. The training of other employees and/or contractors, in addition to what is provided for in basic training, will be the responsibility of LICENSED USER, which may request new training to MAPS FINANCIAL, through commercial agreement in this sense at the time.
11.3.1. It is the responsibility of the LICENSED USER to maintain a team with inherent technical knowledge and the technical segment of the market, necessary for the correct use of the SOLUTION.
11.3.2. If MAPS FINANCIAL identifies technical calls resulting from operational failures or lack of training of the LICENSED USER professionals, it may, in its sole discretion, characterize the hours spent in the attendance of the respective call as Consultancy and, in this way, make the respective collection according to the its current price list.
XII. PRICE AND FORM OF PAYMENT
12.1. The total price of the license for the use of SOLUTION and SERVICES, object of this Agreement, is indicated in Appendix I – Specific Conditions.
12.2. MAPS FINANCIAL will issue Bills/Invoices, regarding the payment in a single or monthly amount for the license to use the SOLUTION and SERVICES, with different maturities previously combined, containing the maturity and breakdown of their respective values.
12.3. The agreed price, mentioned above, will be adjusted annually from the beginning of the contract, based on the positive accumulated variation of the IGP-M / FGV or, in the absence thereof, by its legal substitute.
12.4. In the event of delay in disclosure of the adjustment indexes agreed upon, the competent institution shall temporarily use the last variation disclosed and, as soon as the disclosure is regularized, the corresponding adjustment shall be calculated to be compensated in the payment immediately following the regularization.
12.5. In the event that the legislation allows price readjustment in less than 12 (twelve) months, the PARTIES establish that the adjustment will occur automatically in the shortest period allowed by law.
12.6. MAPS FINANCIAL will issue and send to LICENSED USER Bills / Invoices, containing the breakdown of the respective values and the due date, which deadline is established in 10 (ten) calendar days, counted from the date of issue of the Bills / Invoices.
12.7. The prices established in this Agreement and in its Appendices cover all taxes and duties due as a result of the contract or its execution, in accordance with current tax legislation. It is now agreed that any change in taxes / charges, whether by inclusion of others and/or new, replacement of the current ones or increase of any of the rates, will lead to a proper revision of prices in order to maintain the financial balance of the contract.
12.8. In the event of delay in the payment of any Bills / Invoices, the amount due and not paid will be increased by correction of the variation of the IGP-M / FGV, related to the days in arrears, with a fine of 8% (eight percent), interest of (2%) per month and financial charges, without prejudice to other applicable sanctions, such as the suspension of the license and the termination of this Agreement.
XIII. DURATION AND TERMINATION TERM
13.1. The term of this Agreement is indicated in Appendix I – Specific Conditions, and may be renewed, for the same period, by means of a written agreement between the PARTIES, with a minimum of 90 (ninety) calendar days prior to the closing of the period of validity. 1
3.2. The PARTIES may terminate the Agreement at any time, with prior and express communication, at least 90 (ninety) calendar days in advance, without incurring in any charges of any nature, except for the payment for the license to use and provide related services which will be maintained until the end of the Contract.
13.3. In the event that the LICENSED USER terminates the Contract or manifests itself in a way contrary to contractual renewal in a technically-contractually unjustified manner, outside the period established in clauses 13.1 and 13.2 above, the latter is hereby obliged to pay the contractual penalty now stipulated and accepted by the PARTIES in the amount of 12 (twelve) installments of the amount in force on the date of termination.
13.4. In addition to the other hypotheses provided in this instrument, the PARTIES may terminate the Agreement at any time, without observing the period provided for in the previous clause, and regardless of judicial or extrajudicial notice, notice or notice, in the following cases:
a) infringement by the other PARTY of any of the clauses or conditions of the Contract, subject to the provisions of clause 13.5;
b) if the other PARTY has an out-of-court reorganization plan approved by a competent court, has judicial recovery granted by the competent court or in the event of its having been decreed, has confessed or requested its bankruptcy, liquidation or dissolution.
c) if the LICENSED USER delays the payment in a period greater than 30 (thirty) days, MAPS FINANCIAL may terminate the agreement without prior notice and uninstall the SOLUTION immediately at its full desire.
d) in the event of a refusal by the LICENSED USER to adjust the Contract as proposed by MAPS FINANCIAL for annual periods in the table of values practiced with the LICENSED USER in relation to the MAPS FINANCIAL table, or by readjustments (provided that the index is less than 5%), in which case MAPS FINANCIAL may terminate the Agreement immediately and uninstall the SOLUTION.
13.5. For the purposes of termination of the Agreement based on clause (a) of clause 13.4, the injured party shall be entitled to send a preliminary notice to the defaulting Party, informing such breach and requesting that it be adjusted to the contractual obligations agreed within 10 (ten) days from the receipt by the defaulting Party of the preliminary notice or other time period stipulated in the notice itself. If the defaulting Party fails to observe the preliminary notice, the impaired Party may notify the defaulting Party of the termination of the Contract.
13.6. The termination of the Agreement by the occurrence of any of the events provided for in the above clause does not exempt the Party that has caused the termination of the Contract for the payment of damages to the impaired Party.
13.7. Upon termination of the Agreement, MAPS FINANCIAL will immediately terminate the license to use the SOLUTION, regardless of any judicial or extrajudicial measures. LICENSED USER, for its part, undertakes to immediately release MAPS FINANCIAL technical personnel from its facilities and sites for the uninstallation of SOLUTION, return to MAPS FINANCIAL, on the day of the contractual termination, all physical and/or digital rights under their possession or to destroy them in a safe and environmentally correct manner, as agreed between the PARTIES and in compliance with the declaration provided for in clause (c) of clause 13.9.
13.8. The license to use the SOLUTION will be automatically terminated and MAPS FINANCIAL may immediately resume possession of the SOLUTION without any communication or notification to the LICENSED USER, in the following cases:
a) if the LICENSED USER is in default, pursuant to clause 12.8;
b) if this Agreement is terminated for the reasons stated in clause 13.4; or
c) if the SOLUTION is no longer in the possession of MAPS FINANCIAL, for any reason.
13.9. Once the contractual termination is established, the granting of license to use the SOLUTION hereby granted shall cease to exist and LICENSED USER shall immediately: a) suspend the use of SOLUTION; b) uninstall, delete or clean the SOLUTION of all of its equipment; c) provide MAPS FINANCIAL with a written statement, duly signed by its legal representative(s), that the SOLUTION has been deleted and the documentation related to it has been destroyed.
XIV. GENERAL PROVISIONS
14.1. The PARTIES represent and warrant to each other that they have the necessary approvals for the execution of this Agreement and for the fulfillment of the obligations set forth herein, as well as for their employees, officers, managers, directors, legal representatives, contractors and subcontractors to undertake their duties and activities in compliance with relevant, current and future applicable legislation.
14.2. This Agreement does not create relationship of employment, social security, tax or any other relationship of any nature, either explicitly established in it or not, and each PARTY is responsible and liable for its respective employees, for the correct social security payments and for the taxes due by each PARTY, under the terms of the applicable legislation.
14.2.1. Each PARTY undertakes to respect the environmental legislation, being responsible for ensuring compliance with it individually and to the extent applicable to the activity of each PARTY.
14.2.2. The PARTIES declare that they know and submit, as appropriate, the guidelines of the Bank for International Settlements – BIS, Basel Guidelines, and the guidelines of the International Monetary Fund – IMF and also the legislation of the Central Bank of Brazil, including but not limited to the provisions of Article 33, paragraph 1, III, of Resolution 4557/2017, where access is granted of the Central Bank of Brazil to: (i) terms signed between the PARTIES, (ii) documentation and information regarding the services rendered; and (iii) dependencies of the PARTIES.
14.3. The PARTIES shall comply, throughout the term of this Agreement, with the legislation in force as well as with the ethical principles that govern its performance. The PARTIES undertake to use or offer, directly or indirectly, any amount received under this Agreement to unlawfully, incorrectly or otherwise contravene good practices, any decision, judgment, action or omission, of employees and employees of any natural or legal person, public or private, related to the object of this Agreement.
14.3.1. The PARTIES hereby declare that they are fully aware of the terms of the Brazilian anti-corruption law (Law 12846/2013), as well as other equivalents such as the United States Foreign Corrupt Practices Act (FCPA), and undertake to abstain of any activity that constitutes a violation of said rules. More specifically, in the performance of this Agreement, neither PARTY nor any of its partners, employees or employees may give, offer, pay, promise to pay or authorize the payment of any good or value to any government authority or agent, nor will it make payments to consultants, representatives, partners, or any third parties, for the purpose of influencing any act or decision of governmental authority or agent or to assert any undue advantage.
14.4. The eventual tolerance, by any of the PARTIES, of breach of the obligations and conditions set forth in the Contract, shall be considered mere liberality, not constituting a waiver or novation of rights.
14.5. Neither PARTY will be liable for non-compliance with any clauses or conditions set forth in the Contract, provided that it is proven to be the result of a fortuitous event or force majeure, as defined in the Brazilian Civil Code.
14.6. Neither PARTY may assign or transfer the Contract, in whole or in part, without the prior and express consent of the other, in writing.
14.7. MAPS FINANCIAL shall not be liable for defects or failures in the operation of the SOLUTION arising from its use by the LICENSED USER in non-observance of the guidance or instructions provided by MAPS FINANCIAL or its packaging in inappropriate conditions. The defects and failures, in such cases, will be the sole and exclusive responsibility of LICENSED USER.
14.8. This Agreement obligates the PARTIES and their successors under any title.
14.9. This Agreement constitutes the entire understanding of the PARTIES regarding the object hereby contracted, and any change in its terms can only be made by means of a written instrument signed by both PARTIES. All communications relating to the Contract shall also be made in writing and sent to the addresses in the preamble.
14.10. The PARTIES undertake to perform antivirus scanning on all media sent to each other, and may not reciprocally assign any responsibility for any damages suffered.
14.11. The LICENSED USER undertakes not to solicit or hire any MAPS FINANCIAL employees who have rendered services to LICENSED USER for at least twenty-four (24) months from the date of termination of their employment contract with MAPS FINANCIAL, in order to develop or operate SOLUTION or similar software, under penalty of having to pay a fine equivalent to US$ 500,000.00 (five hundred thousand American Dollars), in addition to any applicable losses and damages.
14.11.1 The above mentioned non-hiring clause does not imply a restriction on employees, but it represents a form of protection of MAPS FINANCIAL know-how and privileged information.
14.12. This Agreement is designed with complementary standards in the Appendices. In case of divergence of interpretation between the terms set forth in the General Conditions, Specific Conditions and Appendices, the provisions of the Commercial Proposal, the Specific Conditions, the General Conditions and the other Appendices shall prevail, in that order.
14.13. The PARTIES elect that this contract will be governed by and construed in accordance with the laws of the State of New York, with waiver of any other, however privileged, to resolve any doubts or disputes arising from this Agreement. Each party hereby irrevocably waives the right to a trial by jury in any action or proceeding arising out of the Agreement. In order to be fair and contracted, the PARTIES sign this Agreement in two (2) ways of equal content and form, in the presence of two (2) witnesses.
In New York, mm/dd of 2018, The Parties Agree,
Name and Position
MAPS Financial Inc.
Klaus N Gama
President & CEO
KNG – NY/NY – 12/12/2018