PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THE FIELO LOYATY APPLICATION (”SERVICE”).<BR> <BR>BY CLICKING ON THE “I HAVE READ AND AGREE” BUTTON AND/OR USING THIS SERVICE YOU INDICATE YOUR ACCEPTANCE OF ALL TERMS AND CONDITIONS CONTAINED HEREIN, WHICH CONSTITUTE THE LICENSE AGREEMENT ("AGREEMENT") BETWEEN YOU (“LICENSEE”) AND VALUENET, ITS AFFILIATES AND LICENSORS (“VALUENET”). YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY OTHER WRITTEN AGREEMENT SIGNED BY YOU. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "LICENSEE" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.<BR> <BR>THIS SERVICE IS PROVIDED BY VALUENET "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. VALUENET DOES NOT GUARANTEE THAT THE SERVICE WILL OPERATE UNINTERRUPTED, OR THAT ALL REQUIRED RESOURCES WILL BE IMPLEMENTED IN THE SERVICE, OR THAT THE SERVICE FUNCTIONALITY WILL MEET THE BUSINESS REQUIREMENTS OF LICENSEE.<BR> <BR>IN NO EVENT WHATSOEVER SHALL VALUENET BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.<BR><BR>This agreement is between YOU and VALUENET. YOU acknowledge that the SERVICE is hosted for VALUENET by salesforce.com. By agreeing to these terms YOU confirm that YOU accept and agree to abide by the salesforce.com Platform Terms of Use which can be found in full at: Salesforce Service Agreement For Platform Embedded Edition OEM Services Subscriptions.<BR> <BR>Trial Period: VALUENET shall make available the SERVICE to LICENSEE at no Charge for a period of 30 (thirty) days, or until the limit of one hundred (100) participants, whichever comes first (the “TRIAL PERIOD”). After the TRIAL PERIOD this License will expire automatically, unless LICENSEE purchases a subscription for the SERVICE from VALUENET.<BR> <BR>License Terms: LICENSEE is hereby granted a limited non-exclusive, nontransferable license to use the SERVICE for the TRIAL PERIOD. LICENSEE shall use the SERVICE solely for its internal business purposes as contemplated by this AGREEMENT and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the SERVICE available to any third party, other than as contemplated by this AGREEMENT; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the SERVICE or the data contained therein; or (vi) attempt to gain unauthorized access to the SERVICE or its related systems or networks.<BR> <BR>LICENSEE Responsibilities. LICENSEE is responsible to maintain Internet access necessary to use the service and for all activities that occur under LICENSEE’s user accounts. LICENSEE shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all LICENSEE and LICENSEE customer data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the SERVICE, and notify VALUENET promptly of any such unauthorized use; and (iii) comply with all applicable local, state, federal, and foreign laws in using the SERVICE and, if using the SERVICE outside of the United States, not use the SERVICE in a manner that would violate any federal or state laws of the United States if conducted therein.<BR> <BR>Ownership. This AGREEMENT does not convey title or ownership to LICENSEE, but instead gives LICENSEE only the limited rights to trial the SERVICE and reserves all rights for VALUENET not expressly granted by this AGREEMENT.<BR><BR>LICENSEE Restrictions. LICENSEE shall not (i) sublicense assign or transfer any of the rights, duty’s or obligations under this AGREEMENT; (ii) disclose any trade secrets embodied in the SERVICE except as expressly provided for in this AGREEMENT; (iii) modify, copy or create derivative works based on the SERVICE or VALUENET technology; (iv) "frame" or "mirror" any content forming part of the SERVICE, other than on LICENSEE\'s own intranets or otherwise for its own internal business purposes; or (v) disassemble, reverse engineer, or decompile the SERVICE or VALUENET technology, or access it with the intent to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, functions or graphics of the SERVICE in violation of applicable intellectual property laws, or (C) copy any ideas, features, functions or graphics of the SERVICE in violation of applicable intellectual property laws. LICENSEE acknowledges that the licensed software, in its source code form, contains valuable trade secrets belonging to VALUENET. LICENSEE may not reverse engineer, un-encrypt, decompile, disassemble or otherwise translate the licensed software or allow anyone else to do so.<BR>Any attempt to sublicense, assign or transfer any of the rights, duties and obligations herein is void and shall automatically terminate this license.<BR><BR>Feedback and Suggestions. VALUENET shall have a royalty-free, worldwide, perpetual license to use or incorporate into the SERVICE any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by LICENSEE, LICENSEE’s users or Loyalty Members relating to the operation and use of the SERVICE.<BR> <BR>This AGREEMENT is irrevocable, binding the parties and their successors in title.<BR> <BR>If any one or more provisions of this AGREEMENT should be ruled invalid or unenforceable by a court of competent jurisdiction or government agency, then such provisions shall be deemed amended to the minimum extent necessary to render them valid and enforceable and all other provisions shall remain valid and in force.<BR> <BR>This AGREEMENT shall be governed by and construed in accordance with the laws of Brazil. YOU agree to the exclusive jurisdiction of the courts in the District Capital city of Rio de Janeiro, State of Rio de Janeiro for any claim or cause of action arising out of, or relating to or in connection with this AGREEMENT, provided that such exclusivity does not apply to legal actions initiated or brought by VALUENET.
