Clique aqui para ir para a página inicial
 

Pular Links de Navegação
»
Home
Contato
Calculadoras
Consultoria
Conteúdo
Cotações
Perfil/Testes
Serviços
Parceiros
Mapa site
[HyperLink1]
Cadastrar
 
    
Você está em:   IGF Modelos de documentos Contratos Internacionais Licença para uso de software na língua inglesa

Contratos - Internacionais - Licença para uso de software na língua inglesa


 Total de: 15.244 modelos.

 
Contrato internacional de licença para uso de software com limitação de responsabilidade.

 

LICENÇA PARA USO DE SOFTWARE

Before reading the articles below, please take good notice of the following preliminary terms, which terms make use of some of the definitions as specified in Article 1 below:

Entering into this Agreement: This End User License Agreement constitutes a valid and binding agreement between .......... Software S.A. and You, as a user, for the use of the .......... Software. You must enter into this Agreement by clicking on the ACCEPT button in order to be able to install and use the .......... Software. You hereby agree and acknowledge that this Agreement covers all Your use of .......... Software, whether it be from this installation or from any other terminals where .......... Software has been installed, by You or by third parties. Furthermore, by installing and (continuously) using the .......... Software You agree to be bound by the terms of this Agreement and any new versions hereof.

Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by .......... to show Your approval of any foregoing texts and/or to download and install the .......... Software, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the .......... Software. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

No Emergency Calls: by entering into this Agreement You acknowledge and agree that the .......... Software does not and does not intend to support or carry emergency calls. Please also see article 7 below.

Jurisdiction's Restrictions: if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are under such a jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the .......... Software. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for internet telephony, You may not enter into this Agreement and You may not download, install or use the .......... Software. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction if Your use of the .......... Software is allowed.

Article 1 Definitions

In this Agreement the following capitalized definitions are being used, singular as well as plural.

1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, ........... For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.
1.3 Emergency Services: means services that connect a user to emergency services personnel or public safety answering points pursuant to applicable local and or national regulatory requirements.
1.4 Documentation: any online or otherwise enclosed documentation provided by ...........
1.5 Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above.
1.6 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the .......... Software, the Documentation, the .......... Website or the .......... Promotional Materials.
1.7 ..........: refers to the company established under the laws of Luxembourg, .......... Software S.A., with its address at ... rue ....., L-.... Luxembourg, Luxembourg, reg.no (...........), VAT no. (.........).
1.8 .......... API: application program interface consisting of the set of routines utilized by the .......... Software to provide the .......... Software functionality for a given platform or operating system, .......... API being included in or linked to the .......... Software.
1.9 .......... Online Material: the .......... banner available for download on the .......... Website, consisting of a .......... logo and a link to the .......... Website.
1.10 .......... Promotional Materials: any and all trademarks, names, signs, logos, banners, .......... Online Material and any other materials, in whatever form, owned and/or used by .......... for the promotion of its company, its products and activities.
1.11 .......... Software: the software distributed by .......... for internet telephony applications, including without limitation the .......... API, UI and Documentation, as well as any future programming fixes, updates and upgrades thereof.
1.12 .......... Staff: the officers, directors, employees and agents of .......... or its Affiliates, or any other persons hired by .......... or its Affiliates in relation with the execution of this Agreement.
1.13 .......... Website: any and all elements, contents and the 'look and feel' of the website available - among other ULR's- under the URL www............com, from which website the .......... Software can be downloaded.
1.14 Terms of Service: means the agreement between .......... Communications S.A. and You for the use of the VoIP service;
1.15 UI: the user interface of the .......... Software.
1.16 VoIP Service: means the payable services provided under the Terms of Service
1.17 You: you, the end user of the .......... Software, also used in the form "Your" where applicable.

Article 2 License and Restrictions

2.1 License. Subject to the terms of this Agreement, .......... hereby grants You a limited, personal, non-commercial (at home or at work), non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the .......... Software on Your computer or PDA, for the sole purpose of personally using the internet telephony applications provided by .......... and any other applications that may be explicitly provided by ...........
2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the .......... Software or any part thereof.
2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the .......... Software or any part thereof.
2.4 Third Parties. You acknowledge and agree that the .......... Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. .......... emphasizes that it will only incorporate such third party software or technology for the purpose of (a) adding new or additional functionality or (b) improving the technical performance of the .......... Software. Any such third party software or technology that is incorporated in the .......... Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the .......... Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with .......... or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to .......... or its Affiliates to enforce any of your rights.
2.5 New Versions of the .......... Software. .........., in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the .......... Software. You acknowledge and agree that .......... has no obligation to make available to You any subsequent versions of the .......... Software. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the .......... Software. Furthermore, You acknowledge and agree that .........., in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the .......... Software, or terminate any license hereunder, at any time, with immediate effect and without recourse to the courts. .......... also may suspend or terminate any license hereunder and disable any .......... Software You may already have accessed or installed without prior notice at any time with immediate effect and without recourse to the courts. .......... will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the .......... Software and (2) by the suspension or termination of this Agreement by .......... and/or by You.

2.6 Paid Services. This Agreement applies to downloading, installing and using the .......... Software, free of charge. The use of any paid services which may be offered by .......... or its Affiliates, is subject to the additional Terms of Service that are published on the .......... Website.

Article 3 Definitions to License Restrictions and Additional Terms

3.1 Distribution of .......... Software. You are not allowed to distribute the .......... Software under this Agreement. For the right to distribute You will have to agree to and meet with the Distribution Terms as published on the .......... Website.
3.2 Distribution of .......... API. You are not allowed to distribute the .......... API under this Agreement. For the right to distribute You will have to agree to and meet with the .......... API Re-Distribution Terms as published on the .......... Website.
3.3 Use of .......... API. You may make use of and/or modify the .......... API, subject to license terms in Clause 2.1 and for the sole purpose of enabling Your application to connect with the .......... Software, provided that:
3.3.1 All such use and/or modification of .......... API is carried out for legitimate purposes and shall in no way and to no extent adversely affect the functionality or performance of the .......... Software or services provided by ..........;
3.3.2 You will not remove, overtake, hide or otherwise make the UI inaccessible for end users;
3.3.3 You will constantly monitor the .......... Website in order to ensure that You are aware of any changes in the applicable legal documents. In the event You cannot agree on any changes in any applicable legal document, You will immediately cease any and all use of the .......... API and, where applicable, any and all use of the .......... Software; and
3.3.4 You acknowledge and agree that Your use and/or modification of the .......... API will be at Your own risk and account.
3.4 Any other Exceptions. If You are interested in doing anything else than permitted under this Agreement or by the Distribution Terms or the .......... API Re-Distribution Terms, You will have to obtain ..........'s previous written consent and explicitly agree upon any further (commercial) terms.
3.5 .......... Promotional Materials. Nothing in this Agreement will give you any right to use the .......... Promotional Materials.

Article 4 Permission to Utilize

4.1 Permission to utilize Your computer. In order to receive the benefits provided by the .......... Software, You hereby grant permission for the .......... Software to utilize the processor and bandwidth of Your computer for the limited purpose of facilitating the communication between .......... Software users.
4.2 Protection of Your computer (resources). You understand that the .......... Software will use its commercially reasonable efforts to protect the privacy and integrity of Your computer resources and Your communication, however, You acknowledge and agree that .......... cannot give any warranties in this respect.

Article 5 Confidentiality and Privacy

5.1 ..........'s Confidential Information. You agree to take all reasonable steps at all times to protect and maintain any confidential information regarding .........., its Affiliates, the .......... Staff, the .......... Software and the IP Rights, strictly confidential.
5.2 Your Confidential Information and Your Privacy. .......... is committed to respecting Your privacy and the confidentiality of Your personal data. The "Privacy Policy" that is published on the .......... Website applies to the use of Your personal data, the traffic data as well as the content contained in Your communication(s).

Article 6 IP Rights and Translations

6.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the .......... Software are and shall remain the exclusive property of .......... and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws.
6.2 With the exception of IP Rights of .......... and/or its licensors in .......... Software (including the .......... API), You retain the intellectual property rights You may have in the applications, materials, products or processes You create which are based on or utilize the .......... API. You hereby release and covenant not to sue .......... or its Affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments or claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the .......... API; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the .......... API. As between You and .........., .......... and its licensors retain the IP Rights in and to the .......... Software (including the .......... API) and any derivative works thereto created by or for .......... or its licensors.
6.3 No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or ..........'s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials.
6.4 Translations. You acknowledge and agree that the intellectual property rights regarding any translations made by You of any information on or accessible through the .......... Website or as otherwise requested of You by .......... at any time prior to or subsequent of the Effective Date will be and remain the sole and exclusive property of .......... without any compensation to You. Insofar as necessary, this Agreement serves as a deed of assignment of all of Your right, title and interest in and to such translations to .........., notwithstanding Your obligation to cooperate with .......... in order to finalize any other deed upon ..........'s first request. You hereby irrevocably waive to the extent permitted by law any moral rights relating to Your translations. You furthermore represent and warrant that (a) You are authorized to assign Your rights as stated above and (b) Your translations are correct and accurate and (c) the translations do not infringe upon any third parties' rights, including but not limited to intellectual property rights.

Article 7 Communication and Your Use of the .......... Software

7.1 Communication. Installing .......... Software enables You to communicate with other .......... Software users.
7.2 No Warranties. .......... cannot guarantee that You will always be able to communicate with other .......... Software users, nor can .......... guarantee that You can communicate without disruptions, delays or other communication-related flaws. .......... will not be liable for any such disruptions, delays or other omissions in any communication experienced when using .......... Software.
7.3 No Control. You acknowledge and understand that .......... does not control, or have any knowledge of, the content of any communication(s) spread by the use of the .......... Software. The content of the communication is entirely the responsibility of the person from whom such content originated. You, therefore, may be exposed to content that is offensive, indecent or otherwise objectionable. .......... will not be liable for any type of communication spread by means of the .......... Software.
7.4 No Emergency Services. You expressly agree and understand that the .......... Software is not intended to support or carry emergency calls to any type of hospital, law enforcement agency, medical care unit or any other kind of Emergency Service. .........., its Affiliates or .......... Staff are in no way liable for such emergency calls.
7.4.1 Alternative Arrangements. By agreeing to this Agreement You understand that additional arrangements must be made to access Emergency Services. To access Emergency Services, You acknowledge and accept Your responsibility to purchase, separately from .......... Software, traditional wireless or wireline telephone service that offers access to Emergency Services.
7.4.2 No Compulsion to Offer Emergency Services. You recognize and agree that .......... is not required to offer Emergency Services pursuant to any applicable local and or national rules, regulation or law. You further recognize that .......... is not a replacement for Your primary telephone service.
7.5 Lawful purposes. You acknowledge and agree to use the .......... Software solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You, (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the .......... Software or the communication, or (c) send any unsolicited commercial communication not permitted by applicable law.

Article 8 Term and (Consequences of) Termination

8.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either .......... or You as set forth below.
8.2 Termination by ........... .......... may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to courts, by providing notice to You and/or by preventing Your access to the .......... Software, as set forth in Article 2.5 above.
8.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that You will meet with the conditions as set forth in Article 8.4 below.
8.4 Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the .......... Software shall terminate, and (b) will cease any and all use of the .......... Software, and (c) will remove the .......... Software from all hard drives, networks and other storage media and destroy all copies of the .......... Software in Your possession or under Your control.
8.5 No liability. .......... will not be liable in relation to any damage caused by the termination of this Agreement.

Article 9 Your Representations and Warranties; Indemnification of ..........

9.1 Representations. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the .......... Software.
9.2 Indemnification. You agree to indemnify, defend and hold .........., its Affiliates and the .......... Staff harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law, regulation, policy or guideline, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the .......... Software, or (d) use and/or modification of the .......... API or (e) communication spread by means of the .......... Software.
9.3 U.S. Withholding Tax. United States-based end users and/or customers only: .......... and all affiliated non-U.S. .......... entities (including, but not limited to, .......... Software S.A., .......... Technologies, S.A., and .......... Communications S.A.) intend to fully comply with all applicable U.S. federal tax rules and regulations as provided by the Internal Revenue Code of 1986 (the "Code") and the Treasury Regulations promulgated thereunder. .........., Inc. (..........'s U.S.-based affiliate) has been appointed to assist all U.S.-based end users and/or customers in complying with any and all U.S. tax obligations arising as a result of Your use of the .......... Software, VoIP Service and/or .......... API. You hereby agree to appoint .........., Inc. as Your withholding agent for purposes of the withholding provisions of Chapter 3 of the Code, section 3406 and other withholding provisions of the Code, and the reporting provisions of Chapter 6 of the Code. Your agreement does not modify in any way Your defenses provided under U.S. tax law to avoid tax for any payments made to ..........'s non-US entities. If You would like any information with respect to Your rights and obligations concerning any and all potential U.S. federal income tax liability and/or reporting responsibilities or if You wish to receive additional information (including applicable Forms W-8BEN ("Certificate of Foreign Status of Beneficial Owner for United States Withholding"), You may contact .......... at taxation@...........net.

Article 10 Disclaimer of Warranties

10.1 No warranties. The .......... Software is provided "as is", with no warranties whatsoever; .......... does not, either expressed, implied or statutory, make any warranties, claims or representations with respect to the .......... Software, including, without limitation, warranties of quality, performance, non-infringement, merchantability, or fitness for use or a particular purpose. .......... further does not represent or warrant that the .......... Software will always be available, accessible, uninterrupted, timely, secure, accurate, complete and error-free or will operate without packet loss, nor does .......... warrant any connection to or transmission from the internet, or any quality of calls made through the .......... Software.
10.2 Specific Disclaimer of Liability for Emergency Services. .......... does not provide Emergency Services in conjunction with the .......... Software. Neither .......... nor its officers or employees may be held liable for any claim, damage, or loss, and You hereby waive any and all such claims or causes of action, arising from or relating to the use of .......... Software to contact Emergency Services personnel. You shall defend, indemnify, and hold harmless .........., its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to You in connection with the .......... Software, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, You or any third party relating to the absence, failure or outage of .......... Software provided hereunder, including specifically any claims arising out of the failure of .......... to offer Emergency Services.
10.3 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the .......... Software remains with You, to the maximum extent permitted by law.
10.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You.

Article 11 Limitation of Liability

11.1 No Liability. The .......... Software is being provided to You free of charge. Accordingly, You acknowledge and agree that .........., its Affiliates and the .......... Staff will have no liability in connection with or arising from Your use of the .......... Software, as set forth below.
11.2 Limitation of Liability. In no event shall .........., its Affiliates or the .......... Staff be liable, whether in contract, warranty, tort (including negligence), product liability or any other form of liability, for any indirect, incidental, special or consequential damages (including without limitation any loss of data, interruption, computer failure or pecuniary loss) arising out of the use or inability to use the .......... Software, even if .........., its Affiliates or the .......... Staff have been advised of the possibility of such damages.
11.3 Remedy. Your only right or remedy with respect to any problems or dissatisfaction with the .......... Software is to deinstall and cease use of such .......... Software.
11.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You.

Article 12 General Provisions

12.1 New versions of the Agreement. .......... reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the .......... Website. Your continued use of the .......... Software shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement.
12.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and .......... with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
12.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
12.4 No waiver. The failure of .......... at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by ...........
12.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.
12.6Assignment by ........... .......... is allowed to at its sole discretion assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
12.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of Luxembourg without giving effect to the conflict of laws or provisions of Luxembourg or Your actual state or country of residence.
12.8 Competent Court. Any legal proceedings arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of the courts of the district of Luxembourg.
12.9 Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.

[Local], [dia] de [mês] de [ano].

____________________

____________________

____________________
TESTEMUNHAS(1)
CPF:
____________________
TESTEMUNHAS(2)
CPF:


Veja mais modelos de documentos de: Contratos - Internacionais