Terms and conditions of use
End User License for Mobile Apps (Super Apps) and Web Midiacode and Whitelabels
PLEASE READ THIS USER SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE CLICKING THE DOWNLOAD, “ACCEPT” BUTTON, USING THE MIDIACODE MOBILE OR WEB APP (“APPLICATION”) OR WHITELABELS (super apps branded of the customer).
BY CLICKING ON THE DOWNLOAD, ACCEPT BUTTONS OR USING THE APPLICATIONS, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.
License Grant and Use Restrictions.
2.1 Grant of License. Midiacode grants you a non-exclusive, non-transferable, revocable, limited license to install and use the Application on mobile devices owned and controlled by you, and to access and use the Application on such mobile devices and on the web, in strict accordance with with the terms and conditions of this License and Usage Rules and any service agreement relating to your mobile devices (collectively, “related agreements”).
2.2 Restrictions on Use. You must use the Application in strict accordance with the terms of the respective agreements and you must not: (a) decompile, reverse engineer, disassemble, attempt to source code, or decipher the Application; (b) make any modification, adaptation, improvement, improvement, translation or derivative work of the Application; (c) violate any laws, rules and regulations regarding your access to or use of the Application; (d) remove, alter or obscure any proprietary notices (including any copyright or trademark notices) from Midiacode or its affiliates, partners, suppliers or licensors; (e) use the Application for any revenue generating venture, commercial enterprise, or other purpose for which it was not designed or anticipated or in a CNPJ other than the one for which it was contracted (in the case of licensing the platform to publishers) ; (f) make the application available through a network or other environment that allows access or use by multiple mobile devices or users at the same time with the same login and password; (g) use the application to create a product, service or software that is, directly or indirectly, competitive with, or in any way a substitute for any service, product or software offered by Midiacode; (h) use the application to send automated queries to any website or send any unsolicited commercial email; or (i) use any proprietary information or interfaces of Midiacode or other intellectual property of Midiacode in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application.
- Intellectual Property Rights
Intellectual Property Rights
3.1 Application Rights. You acknowledge and agree that the application and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Midiacode. Furthermore. You acknowledge and agree that the source code and object of the orders and the format, directories, queries, algorithms, structure and organization of the application are the intellectual property and confidential and proprietary information of Midiacode and its affiliates, licensors and suppliers. Except as expressly stated in this License. You are not granted any intellectual property or rights to the Application, by implication, estoppel or other legal theory, and all rights in the Application not expressly granted in this license are reserved and held on behalf of Midiacode.
3.2 Third Party Software. The Application may use or include third party software that is subject to open source and third party license terms (“Third Party Software”). You acknowledge and agree that your right to use this Third Party Software as part of the Application is subject to and governed by the terms and conditions of the “open source” or third party license applicable to such Third Party Software, including without limitation any law, acknowledgments, license terms and disclaimers contained therein. In the event of a conflict between the terms of this License and the third party or source license terms, the third party license terms, open source or otherwise, shall govern your use of the relevant Third Party Software. In no case shall the Application or its components be considered as “open source” or “publicly available” software.
3.3 Mediacode Marks. You are not authorized to use the Midiacode trademarks in any advertising, publicity or in any other commercial manner without Midiacode’s prior written consent, which may be withheld for any reason or even no reason.
3.4 Acknowledgment of Infringement. You and Midiacode acknowledge and agree that in the event of a third party claim that the Application or your possession or use of the Application violates the intellectual property rights of any third party. You (and not Midiacode) will be responsible for the investigation, defense, settlement and discharge of any claim of intellectual property infringement. You, however, will promptly notify Midiacode in writing of such claim.
- Transfer restriction. You may not rent, lease, loan, sublicense or transfer the application, this License or any of the rights granted. Any attempted transfer in violation of this provision will be null and void and of no value or effect.
- Use of information.
5.1 Authorization to use the information. You authorize and consent to the collection, storage and use, by Midiacode and its affiliates, partners and agents, of any information and data relating to or derived from your use of the Application, and any information or data you provide to Midiacode and its affiliates , partners and licensors (“Information”). Without limiting the generality of the foregoing, the information shall include, without limitation, the following types of information and data, in an aggregate (not user-level) form: search requests, search results, data patterns and suggestions based on user actions. Notwithstanding the above, you must not provide information and you must not include any information or data that is personally identifiable. The information will be treated as non-confidential and unprotected, and Midiacode assumes no obligation to protect confidential or proprietary information (other than personally identifiable information) from being disclosed and will be free to reproduce, use and distribute the information to third parties without restriction. Midiacode will also be free to use any ideas, concepts, know-how or techniques contained in the information for any purpose, including, without limitation, developing, manufacturing and marketing products and services incorporating such information.
- Third Party Content and Services.
6.1 General. You acknowledge that the application allows access to products, services, web-sites, advertisements, promotions, recommendations, advice, information and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties (“ Third Party Content and Services”). 6.2 Disclaimer. You acknowledge that Midiacode does not investigate, monitor, represent or endorse Third Party Content and Services (including any third party websites available through the application). In addition, your access to and use of the Content and Third Party Services is at your own risk, and Midiacode and its affiliates, partners, suppliers and licensors shall have no liability to you arising out of or in connection with your access to and use of the Content. and third-party services. Midiacode disclaims any representation or warranty with respect to third party content and services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation or warranty regarding availability, quality, reliability, features, appropriateness, accuracy, integrity and legality of third-party content and services.
6.3 Third Party Terms of Service. You acknowledge and agree that your access to and use of Third Party Content and Services and any correspondence or dealings between You and any third party located using the Application are governed by and require your acceptance of such third party’s terms of service, including, without limitation, all terms, privacy policies, conditions, representations, warranties or disclaimers contained therein. Furthermore, You acknowledge and agree that the Third Party Content and Services and any related third party terms of service are subject to change by the applicable third party in its sole discretion and without any prior notice. You assume all risks arising out of or resulting from your business transaction over the Internet and with third parties, and you agree that Midiacode and its affiliates, partners, suppliers and licensors are not responsible for any loss or result of the presence of information or links to such advertisers or service providers. In addition, you acknowledge and agree that no license is being granted to (i) the Third Party Content and Services; (ii) any products, services, processes or technology described in or offered by the Third Party Content and Services; or (iii) any copyright, trademarks, patents or other intellectual property rights in the content or services of third parties or any products, services, processes or technology described or offered therein.
6.4 Endorsements. You acknowledge and agree that providing access to any Third Party Content and Service does not constitute or imply any endorsement by Midiacode or its affiliates of such Third Party Content and Services. Midiacode reserves the right to restrict or deny access to any Third Party Content and Services otherwise accessible through the application, although Midiacode has no obligation to restrict or deny access even if requested by you.
6.5 Inappropriate Materials. You understand that by accessing and using Third Party Content and Services. You may find information, materials and subject matter (i) that you or others may find offensive, indecent or objectionable; (ii) which may or may not be identified as having explicit language, and (iii) which does not automatically appear in search results, such as a link or reference to objectionable material. Notwithstanding the foregoing, You agree to use third party content and services at your own risk and that Midiacode and its affiliates, partners, suppliers and licensors shall have no liability for information, material or matter that is considered offensive, indecent, or objectionable.
6.6 Use of Third Party Content and Services. You agree that the Third Party Content and Services contain proprietary information and material that is the property of Midiacode and its affiliates, partners, suppliers and licensors and is protected by applicable intellectual property and other laws, including, without limitation, under the right to author, and that you will not use such proprietary information or materials in any way, except for permitted use of Third Party Content and Services. No part of the Third Party Content and Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works from the Third Party Content and Services in any way, and you shall not exploit the Third Party Content and Services in any unauthorized manner, including , without limitation, by intrusion or overloading of network capacity. You agree that you will not use any Third Party Content and Services in a manner that infringes or violates the rights of any other party, and that Midiacode is in no way responsible for any use by You.
- Term and Termination.
7.1 Term. This License will be in effect until terminated.
7.2 Termination. Midiacode may, in its sole and absolute discretion, at any time and for any reason or no reason, suspend or terminate this License and the rights granted to you hereunder with or without notice. In addition, if you fail to comply with all terms and conditions of this License, then this License and any rights granted to You below will automatically terminate, without any notice or other action by Midiacode. Upon termination of this License, you must stop using the Application and uninstall the Application.
- Warranties. YOU AGREE THAT THE APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE ON THE APPLICATION AND ANY THIRD PARTY CONTENT AND SERVICES ACCESSED SO IS AT YOUR OWN RISK AND DISCRETION. MIDIACODE AND ITS AFFILIATES, PARTNERS AND SUPPLIERS, LICENSORS, DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES AS TO THE APPLICATION AND CONTENT OF THIRD PARTIES AND SERVICES, WHETHER EXPRESS OR IMPLIED, AND, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE , AND NOT INFRINGEMENT. FURTHERMORE, MIDIACODE AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS DO NOT WARRANT THAT (I) THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL BE UNINTERRUPTED, ACCURATE AND RELIABLE, TIMELY, SECURE AND ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU WITH THE APPLICATION WILL BE AS REPRESENTED OR YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED IN THE NOTICE OR INFORMATION, WHETHER ORAL OR WRITTEN. FURTHERMORE, YOU ACKNOWLEDGE THAT MIDIACODE IS UNDER NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE APPLICATION.
- Limitation of Liability. IN NO EVENT SHALL MIDIACODE OR ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL OR EXEMPLARY INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR INABILITY TO ACCESS OR USE THE APPLICATION AND ANY CONTENT AND SERVICES. EVEN IF POSSIBLE DAMAGE HAS BEEN ADVISED, ANTICIPATED, OR IF MEDIACODE HAS BEEN ADVISED OF POSSIBLE DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MIDIACODE’S LIABILITY TO YOU (WHETHER IN CONTRACT, STATUTE OR OTHERWISE) SHALL NOT EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Indemnity. You shall indemnify, defend and hold harmless Midiacode and its affiliates, partners, suppliers and licensors, and each of their respective officers, directors, agents and employees (the “Indemnified Parties”) from and against any claim, proceeding. loss, damage, fine, penalty, interest and expenses (including, without limitation, attorneys’ fees and other professional advisors’ fees) arising out of or in connection with the following: (i) your access to or use of the Application or Third Party Content and Services ; (ii) Your breach of this License; (iii) violation of law; (iv) Your fault or willful misconduct; or (v) infringement of the rights of any third party, including infringement by You of any intellectual property or misappropriation of any rights or trade secrets owned by any person or entity. These obligations will survive the expiration of the license.
- Compatibility. Midiacode does not guarantee that the application will be compatible or interoperable with the mobile device or any other piece of hardware, software, equipment or device installed or used in connection with your mobile device. Furthermore. You acknowledge that compatibility and interoperability issues may cause your mobile device’s performance to degrade or fail completely, and may result in permanent damage to your mobile device, loss of data located on your mobile device, and corruption of the software and files located on your mobile device. You acknowledge and agree that Midiacode and its affiliates, partners, suppliers and licensors shall have no liability for any damages suffered resulting from or arising in connection with compatibility or interoperability issues.
- Product complaints. You acknowledge that you (not Midiacode) are responsible for dealing with any third party claims relating to your use or possession of the Application, and agree to notify Midiacode of any third party claims relating to the Application of which you become aware. In addition, you hereby release Midiacode from any liability arising from your use or possession of the application, including, without limitation, the following: (i) any product liability claim; (ii) any claim that the application does not comply with all applicable legal or regulatory requirements; and (iii) any claim arising from consumer protection or similar legislation.
13.1 Applicable Law. This License shall be deemed to take place in the State of São Paulo and shall be governed by and construed in accordance with the laws of Brazil, excluding its conflict of law principles. Any disputes arising from this License must be judged in the courts of the city of São Paulo. This License will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
13.2 Severity. If any provision of this License is held to be invalid or unenforceable with respect to either party, the remainder of this License, or the application of such provision for purposes other than those for which persons are held to be invalid or unenforceable, is unaffected and each remaining provision of this License is valid and enforceable to the fullest extent permitted by law.
13.3 Waiver. Unless otherwise stated, failure to exercise a right or to require performance of an obligation under this License does not proceed, a party’s ability to exercise such right or require such performance at any later time, nor does a waiver of breach constitute a waiver. of any subsequent breach.
13.4 Export Control. You may not use or export or re-export the application, except as authorized by Brazilian law and the laws of the jurisdiction(s) in which the resource was obtained. You represent and warrant that you are not located in any country that is subject to a Brazilian government embargo, or that has been designated by the Brazilian government as a “terrorist support” country, or listed on any list of prohibited or restricted parties by the government. Brazilian. You also agree that you will not use the application for any purposes prohibited by Brazilian law.
13.5 Amendment or Amendment. Midiacode may modify or change the terms of this License by posting a copy of the modified or amended License on the Midiacode website (EULA). You will be deemed to have accepted any modification or change by your decision to continue using the application from the date the License is modified or amended and posted on the Midiacode website (EULA).
13.6 Remnants. The following sections of this License and any other provisions of this License which by their express language or context are intended to survive termination of this License shall survive such termination: 1, 2.2, 3, 4, 5, 7, 8, 9, 10, 12 and 13.
13.7 Assignment. Except as permitted in Section 4, You may not assign this License or any rights or obligations herein without Midiacode’s prior written consent and any attempted assignment in violation of this provision will be void and of no value or effect.
13.8 Entire Agreement. This License including the documents incorporated herein by reference constitute the agreement with respect to the use of the underlicensed Application and supersedes all prior or contemporaneous understandings regarding this matter.