Terms and Conditions######Through this User Agreement instrument, between: Customer, in this instrument designated CONTRACTOR, and, in the other side, PRIORI TECNOLOGIA DA INFORMAÇÃO LTDA, in this instrument designated HIRED, have agreed that the following terms and conditions are fair for both:####FIRST CLAUSE: ABOUT OBJECT####This contract object consists the Granting of use rights of the SOLUTION HIRED Priori – Catalog Off-line licensed per number of users and available through the Online Stores.######SECOND CLAUSE: ABOUT THE DURATION OF THE CONTRACT####This contract will be effective from contract signing, considering both parts to comply with the obligations agreed. The granting of use rights can be suspended as provided in FOURTEENTH CLAUSE.##The evaluation period is 30 days from the request date of the Purchase Order.####THIRD CLAUSE: ABOUT COPYRIGHT####The SOLUTION HIRED Priori – Sales Catalog and others components included, cover valuable intellectual property rights of PRIORI TECNOLOGIA DA INFORMAÇÃO and are protected by copyright laws ruling in Brazil, by provisions of international treaties and laws, especially law 9.609/98 and 9.610/98. ######FOURTH CLAUSE: ABOUT PAYMENT######§ 1º - The hired services will be available for 12 months for commercial version and 30 days for Trial version from the beginning of the contract as provided in FIRST TERM, in other words, the service must be renewed every year. ####§ 2º - The installment relating to the granting of use rights not paid within 30 (thirty) days after the expiration date, will allow the HIRED to transform the electronic invoice in services duplicates, for purposes of protest and legal collection.####§ 3º - Cancellation of contract, the CONTRACTOR must notify with up to 90 (ninety) days prior to the annual renewal of the contract.####§ 4º - The value for conversion into local currency (Real), will be the price of the US Dollar - Commercial (sales) based on the quotation of the day billing published by the Bank of Brazil.######FIFTH CLAUSE: ABOUT CONTRACTOR'S OBLIGATIONS####I - Provide hardware and software according to the configurations provided by HIRED;####II - Download the application's version directly from virtual stores (AppleStore and GooglePlay), maintaining your application updated.####III – The CONTRACTOR cannot use resources beyond the hired resources available in the Application Priori – Sales Catalog. The CONTRACTOR also cannot use other applications on Force.com or create custom objects.####IV – The CONTRACTOR will have an Administrator License that allows registering new users, to enable devices and to track sales of vendors.####V – The Administrator License can be used by CONTRACTOR only for settings and for services administration relating to the HIRED solution. ####VI – The Administrator User can not be used to access, distribute or use any CRM functionality. ####VII - CRM functionality is defined as the access to the CRM standard objects through the standard tabs, related lists in custom tabs.#### VIII - The standard CRM objects include: campaigns, leads, opportunities, cases, solutions and forecasts.#### IX – The Administrator User also cannot be used to create custom objects beyond the custom objects available in the HIRED solution. ####§ 1º - The HIRED shall not be liable for any damages, loss of information, loss of profits or losses, direct or indirect, arising from the use of the HIRED SOLUTION. ####§ 2º - The CONTRACTOR agrees to select employees with proven skills in Tablets to operate the HIRED SOLUTION.####§ 3º - The HIRED reserves to itself any and all rights in property arising out of HIRED SOLUTION, being expressly forbidden, the CONTRACTOR copy, offer, sublicense, sell, lease or pledge, reproduce, donate, alienate in any way, totally or partially transfer, under any modalities, free or paid, temporarily or permanently, the HIRED SOLUTION object of this contract, well as its modules, parts, manuals or any information related thereto.####§ 4º - The HIRED SOLUTION object of this contract, is not, on no account, sold, on other words, the CONTRACTOR under no circumstances will access the Data Dictionary or the Source code of the SOFTWARE. Being the CONTRACTOR notoriously forbidden to change, modify or cause any change in characteristics of the SOFTWARE, that belong exclusively to the HIRED, still being expressly forbidden to CONTRACTOR to perform any kind of reverse engineering.####§ 5º - The unauthorized issuance of the SOFTWARE’s copies, object of this contract, licensed by the CONTRACTOR will result in appropriate penalties (clause 184 CP e clause 12 Law n° 9.609/98) without loss from the repair through indemnity for damages under civil law and termination of contract, with the consequent devolution of the copies in the possession of CONTRACTOR. ####§ 6º - The CONTRACTOR is responsible for the acts of its employees or third parties under their responsibility for compliance with the clauses of this contract.####§ 7º - The CONTRACTOR is responsible for the data sent to the HIRED SOLUTION. ########SIXTH CLAUSE: ABOUT HIRED’S OBLIGATIONS AND GUARANTEES ####If an error occurs in the smooth operation of the SOFTWARE, the HIRED undertakes to fix it properly, during the technical expiration date. The technical expiration date of the SOFTWARE will last for 180 days from the date of software installation provided by the HIRED during the term of this contract. This correction will be exclusively via phone or remote access support, since that effectively met the conditions of FIFTH CLAUSE.####The HIRED ensures the smooth operation of the SOFTWARE, according to its specifications, during the term of this contract, from the SOFTWARE Installation, undertaking to repair any errors found during this period, without cost to the CONTRACTOR, since its causes are failures in the SOFTWARE implementation.####§ 1º – The errors, damages or losses arising from any changes made by the CONTRACTOR without express permission of HIRED are not from the responsibilities of the HIRED, being in the SOFTWARE or in the equipment, as well as problems arising from poor operation, improper operation and/or without express consent of the HIRED, likewise derived from decisions made based on information, provided by the SOFTWARE.####§ 2º – The SOFTWARE guarantee does not cover any implementations or changes, at all from the same, not intended to solve a problem in the functioning of existing modules, suggested by the CONTRACTOR and forwarded to the HIRED for analysis, that may at its discretion, include them in new versions of the modules with no commitment with the deadline with the CONTRACTOR.####§ 3º – Changes or implementations that are necessary to CONTRACTOR, that do not result in errors or failure of the SOFTWARE will be analyzed by the HIRED, that approving, will provide an estimate containing the term and the costs for execution. Being the estimate approved, the execution will be done on time and conditions stipulated in this.####§ 4º – The HIRED is not responsible for data of the CONTRACTOR.########SEVENTH CLAUSE: ABOUT DISCLOSURE RIGHTS####The HIRED has the right to disclose the CONTRACTOR’S fancy name for the purpose of marketing campaign as one of its SOFTWARE's customers. The CONTRACTOR has no right to claim for compensation due to this disclosure.######EIGHTH CLAUSE: ABOUT UPGRADES####The HIRED has the right to make changes and add new functionalities to the HIRED SOLUTION new versions. The changes will be defined only by the HIRED discretion. The CONTRACTOR has no right to claim for any changes related to the new versions or old versions.####§ 1º – The CONTRACTOR has no other right, in case of given suggestion of changes for the HIRED SOLUTION, if the HIRED approve and use the suggestion, it will retain the exclusive copyright over any existing modification.######NINTH CLAUSE: ABOUT THE HIRED SOLUTION####The HIRED SOLUTION, object of this contract, is being licensed to be installed in the mobile device (Tablet), of the CONTRACTOR, being composed by previously developed and grouped as described in clauses above.####§ 1º – The HIRED will not be responsible by the missing or limitation of any modules characteristic, that are not necessary for the CONTRACTOR or that are not expressively included in this contract.####§ 2º – The CONTRACTOR declares itself already aware of all the features of the HIRED SOLUTION, and limitation of changes this, except as expressly agreed between the parties, in proper attachments.####§ 5º – The HIRED does not guarantee the last of the technological compatibility for the operations with old or new technologies for this SOFTWARE, if there is a break or new standards in the market, will not be required to convert this to the new standard, if the HIRED choose to convert this to the new standard, it can keep the versions and continue the development of specific version for old technologies.####§ 5º – The HIRED SOLUTION, this date, has been approved to operate in tablet models of Apple iPad and Sansung Galaxy TAB 3 or higher.####§ 6º – The approved operating system on devices are: IOS 8 e Android 4.4 or higher.####§ 7º – The HIRED is not responsible for the providing, installation, training or maintenance of any other software, beyond that expressively declared in this contract. Though, the acquisition, installation and maintenance of any other software necessary for the HIRED SOLUTION operation are responsibilities of the CONTRACTOR.####§ 8º – The HIRED is not responsible for the providing of installation, training the operation or maintenance of any equipment. The CONTRACTOR must acquire, upgrade or give maintenance for all equipment, accessories or others necessaries for the HIRED SOLUTION use.####TENTH CLAUSE: ABOUT IMPLANTATION, TRAINING AND USE INSTRUCTIONS.####The date that a FORCE.COM Platform Organization is provided for the CONTRACTOR is considered the implantation date of the HIRED SOLUTION. ####§ 1º – The implantation consists in the CONTRACTOR’S users and data configurations in FORCE.COM Platform.####§ 2º – The CONTRACTOR can use the tools enabled in FORCE.COM Platform to send data.####§ 4º – The HIRED SOLUTION includes an user guide.## ##§ 5º – The HIRED does not provide integration tools between the CONTRACTOR software and FORCE.COM Platform.####§ 6º – The INTEGRATION between the CONTRACTOR software and HIRED SOLUTION- additional integration service can be hired between the CONTRACTOR software and HIRED SOLUTION, being necessary a technical analysis with the technical team of the HIRED and the acquisition of an integration software with establish layout.######ELEVENTH CLAUSE: ABOUT TECHNICAL SUPPORT ####The technical support consists in aid the operation of the HIRED SOLUTION, in the limits provided in this contract.####§ 1º – TECHNICAL SUPPORT does not cover any kind of consultancy, analysis, training, implementation or modifications of all or part of the HIRED SOLUTION, suggested or necessary for the CONTRACTOR.####§ 2º – Changes or implementations that are necessary to the CONTRACTOR, but not resulting from error or fault of HIRED SOLUTION will be reviewed by the HIRED, that approving, will provide an estimate containing the term and the costs for execution. Being the estimate approved, the execution will be done on time and conditions stipulated in this.####§ 3º – The CONTRACTOR understands and agrees that the HIRED shall perform the services to solve the problems encountered in HIRED SOLUTION the extent that the CONTRACTOR submits sufficient information about the problems that occurred and that the absence or insufficiency of such information may interfere or, even, preclude the work of the CONTRACTOR.####§ 4º – The update of the HIRED SOLUTION shall be performed only when the HIRED understand that this is needed.####§ 5º – In line with technological improvement that the SOFTWARE of the CONTRACTOR suffers over time, the CONTRACTOR is aware, that its computer equipment, as well as accessories and operating systems, may become insufficient for acceptable performance of the HIRED SOLUTION, this case, the CONTRACTOR must provide the update for these new technology available. ##Whenever the CONTRACTOR wants, during the term of this contract, it may consult the HIRED about the minimum standards for equipment and software necessary for optimal use of available resources for HIRED SOLUTION.######TWELFTH CLAUSE: ABOUT ANSWER CALLS FOR TECHNICAL SUPPORT## ##§ 1º – All the irregularities found in the functioning of any of the modules of the HIRED SOLUTION, must be communicated to HIRED, and whenever possible, containing a detailed description of problem encountered, including the notices submitted by the HIRED SOLUTION.####§ 2º – The attendance to the CONTRACTOR is done in chronological order of entry for support calls, so if there are calls in progress, the CONTRACTOR will be informed of this situation and the HIRED will estimate a time to start answering your request for TECHNICAL SUPPORT.####§ 3º – The feedback provided by the SUPPORT will, whenever possible, be immediately provided, however, if the issue presented involves the development, research, or adapt resources in the HIRED SOLUTION, in 48 hours will be presented a schedule containing the solutions to be applied and the deadline for its implementation.####§ 4º – TECHNICAL SUPPORT will be provided by the for the HIRED SOLUTION on weekdays, Monday through Friday, in time between 08:00 and 12:00 and between 13:00 and 18:00 as the basis GMT - BR. Respecting any local, state, and national holidays.######THIRTEENTH CLAUSE: ABOUT TECHNICAL SUPPORT ANSWERING WAYS####§ 1º – The TECHNICAL SUPPORT for the HIRED SOLUTION will be provided through the temporary acess liberation by the CONTRACTOR, using the internet, accessing directly the FORCE.COM Platform. The communication costs, including phone calls, Internet service provider and other involved in the communication, shall be exclusive of all parties. These costs can not be deducted from the amounts that the CONTRACTOR owes to the HIRED.####§ 2º – As an alternative to the preceding paragraph, can be chosen by direct technical support between the CONTRACTOR and the HIRED, but this mode of TECHNICAL SUPPORT demands on the part of the CONTRACTOR of a professional with the ability to understand their own technical computer terms and basic knowledge about the workings of computers, networks and printers.####§ 3º – About the communications ways for Technical Support, there will be provided a phone number and a Skype account.######FOURTEENTH CLAUSE: ABOUT THE TERM AND TERMINATION####This contract will be for an indefinite period and may be terminated at any time by mutual agreement or by either of the contracting parties.####§ 1º – Absence of interest, by either party to maintain this contract, should the disinterested party in the continuity of GRANT OF RIGHT TO USE, expressly notify the other by letter with acknowledgment of receipt or any effective means to prove the receipt of such notice communicating its decision to terminate this, always giving a minimum period of ninety (90) days notice of termination, with no liens herein.####§ 2º – In cases of bankruptcy, receivership or liquidation of either party, the termination will operate regardless of any notice of the other party.####§ 3º – Termination of this agreement does not cancel the installments payable, by the CONTRACTOR to the HIRED, until the annual expiration date.####§ 4º – In no event the HIRED will return THE monies paid by the CONTRACTOR, for services already performed or made available but not used, the CONTRACTOR is obliged to compensation for services already performed, when this collection has been made in installments.####§ 5º – The cancellation of the contract does not relieve the CONTRACTOR of the annual payments to the contracted period.####FIFTEENTH CLAUSE: ABOUT THE GENERAL PROVISIONS####All communications relating to this contract shall be deemed as made regularly if delivered or sent by registered letter, telegram, fax or e-mail, provided they are confirmed by letters.####§ 1º – Cases of force majeure shall be the exclusive responsibility of both two parties, clause 393 single paragraph of the Civil Code 10/01/2002.####§ 2º – No waiver of HIRED to receive any amounts stipulated herein or the fulfillment of any of the provisions set forth herein shall be deemed to have acknowledged, novation or precedent.####Any rights not expressly granted are reserved for Priori.
