SENSEDIA’S END-USER LICENSE AGREEMENT
Sensedia S/AR. Doutor Ricardo Benetton Martins, nº 1.000, Prédio 3, Piso 01
Loteamento Parque II do Polo de Tecnologia
Campinas. São Paulo, ZIP Code 13086-510, Brazil
Enactment Date/Last Updated: 09.02.2022
Welcome to Sensedia, an API-management service operated by Sensedia S/A ("Sensedia," "we," or "us").This End-User License Agreement ("EULA") consists in an agreement between you and Sensedia and appliesto your use of our Sensedia API Platform (“Software”) and the services made available on the Software orregarding to it ("Services")
IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE OUR SERVICES. BY USING OUR SERVICES,YOU ARE BOUND BY THESE TERMS, AND AGREE TO UTILIZE OUR SERVICES IN COMPLIANCE WITH THEM
This EULA may be updated or changed occasionally. If we do so, we’ll revise the “last updated” date above. Inthe event of significant changes in the provisions of this EULA, at Sensedia’s own discretion, we will informyou about the update through the available communication channels, as your contact email registered.
LICENSE TO USE OUR SERVICES
Subject to the terms of this EULA, we grant to you a nonexclusive, nontransferable, limited, and revocable license to use our Software. Your right to use our Services is limited by all terms and conditions set forth in this EULA. The Software cannot be used for any other purpose.
Except for your pre-existing rights and this license granted to you, we retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws, including international treaties.
Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of any of our Services; or (ii) rent, lease, or sublicense access to our Software or any of our Services.
You may use the software in more than one location, given you acquire additional licenses. You are aware that Sensedia, at its sole discretion, may occasionally update the Software to correct an error or to improving its functionality, which may result in a change in the Software’s appearance or functionalities.
PAID SERVICES
The use of our Software is subject to a fee or other charge. Agreeing to use our Software means you agree to the pricing and payment terms listed, which Sensedia may update from time to time. The pricing terms may include a monthly or annual fee for the Services. Sensedia may add new services for additional fees and charges, or update the fees and charges for existing services from time to time and in its sole discretion.
Delinquent accounts may be subject to additional charges such as late payment fine and late payment interest, proportional to the days until the date of effective payment. You agree Sensedia may contact you by electronic mail at the address provided by you to us with respect to any delinquent accounts. You may cancel your plan and the use of the Software by writing to us at marketplace.aws@sensedia.com. All fees paid to Sensedia for the use of our Software and/or Services are non-refundable.
All information provided by you to Sensedia in connection with a purchase or transaction or other monetary interaction with the Services must be accurate, complete, and current.
SERVICE-LEVEL AGREEMENT (“SLA”)
Our Software will have an uptime level of at least 99.5% on a month. If it is identified and proven that the uptime has not reached the percentage of 99.5% and given you are up to date with your payments, Sensedia will grant a discount on top of the monthly fee, on the invoice for the month following the occurrence.
The time used monthly to carry out the scheduled shutdowns will not be computed to measure the service-level agreement. Scheduled shutdowns are the time in which the Software will be available forupdating and/or maintenance to maintain the stability and performance of the Software. You will be notified of the scheduled shutdowns at least 04 (four) days in advance.
Any problems arising from your infrastructure that may affect the availability of the Software and the Services provided by Sensedia, or arising from force majeure or any third-party acts that falls out of our responsibility, in accordance with the LIMITATION OF LIABILITY section below, will not be considered as downtime under the responsibility of Sensedia, pursuant to applicable legislation.
If you need technical support regarding our Software, you can contact us at out help center (sensedia.zendesk.com/hc/en-us). You will receive a support ticket number so that you can monitor thestatus of your request.
The priority of your request will vary based on the urgency and impact of the request, as described below:
We also have a disaster recovery process, carried out in its entirety by Sensedia’s support team, but there may be a need for joint work with your technical team.
USER OBLIGATIONS
Notwithstanding the other obligations contained in this EULA, you oblige to: (i) respond for the suitability of the license and ownership of the necessary infrastructure that will be made available for the implementation of the Software in compliance with the technical documentation provided by Sensedia; (ii) provide Sensedia with any and all requested information considered essential for the execution of the Services; (iii) prepare and carry out the necessary routines for the proper creation and maintenance of backup copies of your data, including, but not limited to, all data and information that will be sent or made available to Sensedia or included in the Software; (iv) be liable for the suitability, form, origin, legality and content of the data inserted, maintained or processed through the Software, including the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of such data, being liable for any damage, corruption or failure resulting from the non-compliance with the provisions of this clause before you, Sensedia or any third-party; (v) implement all security measures necessary for the safe operation of the device used to access the Software, such as, but not limited to the use of antivirus software and reasonable physical, logical and administrative measures to secure access to information arising from the provision of the Services; and (vi) abstain from modify, expand or reduce any part of our Software, including its characteristics, generate updates or technological derivations, and develop an application or procedure that allows access to the source codes without the prior written consent of Sensedia.
RESTRICTIONS
You must comply with all applicable laws when using our Services. Except as may be expressly permitted by applicable law, or as Sensedia may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information or other content made available on our Software or compile or collect any content as part of a database; (ii) use any automated tool to access or use our Software or to store, copy, modify, distribute, or resell any content available on it; (iii) use any data mining software on the Site; (iv) rent, lease, or sublicense your access to our Software to another person; (v) use our Software for any purpose except for your own personal or commercial use; (vi) circumvent or disable any digital rights management, usage rules, or other security features of our Software; (vii) use our Software in a manner that overburdens, or that threatens the integrity, performance, or availability of our Software; or (viii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Software.
DATA PROTECTION
You will comply with all data protection Laws applicable to your performance under this EULA. You acknowledge that you will be the only party liable regarding any personal data that you input on our Software. Notwithstanding, Sensedia will not undertake to process any Personal Data shared by you if there is any reason to believe that such treatment may impute a breach of any applicable law to Sensedia.
Sensedia may collect registration and other information about you through our Software. Our collection and use of this information is governed by our Privacy Policy, available at www.sensedia.com/privacy-policy. We may store Personal Data for a longer period after the termination of the contract for the purpose of complying with legal and/or regulatory obligations, or regular exercise of rights.
When applicable, Sensedia may record all activities carried out by you on the Software, including but not limited to: (i) the trace logs database (history of API calls) generated through the system; (ii) the audit log database (identification of access to the management platform and changes made with date and time) generated through the system; and (iii) the metrics database (sender and recipient identification generated by using a Sensedia API Platform push).
The records described above will be used for the following purposes: (i) fulfilling the obligations of the agreement; (ii) protect rights and obligations related to the use of the Software or provision of the Service; and (iii) comply with a court order and/or an administrative authority.
We do not provide and our Site and/or Software does not constitute a storage service, therefore the storage described above does not release you from performing your own security backups, as we are under no obligation to store, retain or provide you or any third-party with copies of your data or any content.
PASSWORD SECURITY
Certain parts of our Software may be password-restricted to registered users or other authorized persons. You are entirely responsible for maintaining the confidentiality of your password. Sensedia shall not be held liable for any activities that occur under your account, as a successful access to your account using your password will be considered as your own access.
You agree to change your password as soon as possible if the password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised, or if there is any suspicion or indication of such breach in confidentiality.
CONSULTING SERVICES
In addition to providing the Software for your use, Sensedia may also provide consulting services for Software implementation, training, or other specific projects depending on your need. To request more information about consulting services and receive a private offer, please contact us at marketplace.aws@sensedia.com. In those cases where consulting services are rendered, the entirety of this EULA is also applicable.
Regarding the consulting services, you expressly agree that Sensedia cannot be held liable if you suffer any damage because of information obtained through the consultancy object of this agreement and are aware that the business decisions and management taken by you shall not be entirely based on the materials provided. Please see the DISCLAIMER OF WARRANTIES and LIMITATION OF LIABILITY sections for more information.
Exclusively to the consulting services, any customization, adaptations, and/or corrections developed by Sensedia as per your request, as well as the technical and user documentation, constitutes your own intellectual property, in accordance with Brazil’s Federal Law n. 9.610/1998.
LINKS AND THIRD-PARTY CONTENT
Our Software may display or contain links to third party products, services, and websites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other users or other third parties on our Software, or which is accessible through or may be located using our Software are those of the respective authors or producers and not of us.
We are not responsible or liable for any third-party content, as we do not control them, and we do not guarantee the accuracy, integrity, or quality of such content. We are not liable, directly or indirectly, for any damage or loss caused to you by your use of any third-party service or content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Services.
CONFIDENTIALITY
“Confidential Information” includes, but are not limited to, technical and commercial specifications; innovations and improvements; technologies; investment and business plans; formulas; drawings; diagrams; models; samples; flowcharts; photographs; plants; projects; product concepts; marketing information; information of a technical, administrative, accounting, legal or financial nature; names and/or data of customers, suppliers, partners or partners, whether potential or existing; analyses; proposals; reports; computer programs; database; manuals; internal systems or controls; and prices.
All information resulting from or generated by a party because of the services contracted herein will always be the property of the disclosing party, except for the moral rights provided for in the legislation relevant to copyright.
You will always respect the confidential and secrecy nature of the Confidential Information, expressly undertaking not to disclose them to third parties, commercialize, reproduce, not facilitate access to them, nor use them, if not strictly for the purposes and effects of the provision of the services now contracted. You also may not modify, alter, or copy, in whole or in part, any Confidential Information, either in its content or in its form, except with the prior written authorization of Sensedia.
If you become aware of any threat or improper access, effective violation, misuse, or improper disclosure ofConfidential Information, you must immediately communicate this fact in writing to Sensedia and must alsouse your best efforts to try to minimize the damages arising from such violation.
Nothing in this EULA shall be construed as granting, assigning, or transferring to you any right or license ofany kind with respect to the Confidential Information disclosed.
Equally, Sensedia will respect the confidentiality of your information on the same terms as above.
INTELLECTUAL PROPERTY, TRADEMARKS AND PUBLICITY
The intellectual property rights of the Software, including any eventual customizations requested by the you (excluding the provision set forth in CONSULTING SERVICES), and other intellectual materials that compose them are the exclusive property of Sensedia. You do not have any authorization to act on behalf of Sensedia or promote any registration with a competent authority. Any violation or unauthorized use promoted or contributed by you will imply the application of sanctions and fines and may be and may be subject to civil and criminal prosecution, in addition to indemnifying Sensedia for the consequent losses and damages. “Sensedia”, the Sensedia logo and any other product or service referenced or displayed on our Software are trademarks of Sensedia. Sensedia retains and reserves all rights, titles, and interest in and to all Sensedia-owned or licensed intellectual property utilized in and in connection with the Software.
Sensedia is the sole owner of any systemic learning that occurs within the scope of the use of the Software through parameterized or neural artificial intelligence, without this implying any violation of your intellectual property.
You agree to the use of your logos in Sensedia’s digital environments for marketing purposes, especially in itsdigital or printed prospecting materials, in addition to websites and applications that refer to it, while youcontinue using our Software. Your logo and name will be used in Sensedia’s website at our customerreference available at https://www.sensedia.com/our-clients.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU AGREE THAT SENSEDIA CANNOT BE HELD RESPONSIBLE IN THE EVENT THAT YOU SUFFER ANY DAMAGE AS A RESULT OF INFORMATION OBTAINED FROM THE SOFTWARE AND IS AWARE THAT THE BUSINESS AND MANAGEMENT DECISIONS TAKEN BY YOU SHALL NOT BE BASED ENTIRELY ON THE SOFTWARE. IF YOU CHOOSE TO RELY SOLELY ON THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU’RE DOING IT AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SENSEDIA DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE APPLICATION EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SENSEDIA HAS NO OBLIGATION TO INSPECT THE CONTENT, INCLUDING MATERIALS AND PHOTOS, OR, IN ANY WAY, CONTROL THE VERACITY OR LEGALITY OF THE DATA ENTERED BY YOU IN THE USE OF THE SOFTWARE, THEREFORE, SENSEDIA CANNOT BE HELD RESPONSIBLE FOR ANY INFORMATION SUBMITTED BY YOU OR ANY THIRD-PARTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, OUR REPRESENTATIVES OR THROUGH OR FROM OUR SERVICES WILL CREATE A WARRANTY.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SENSEDIA WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SENSEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM YOUR USE OF, OR INABILITY TO USE OUR SOFTWARE. IN ANY CASE, SENSEDIA’S AGGREGATE LIABILITY TO YOU IN CONNECTION WITH ANY CLAIMS ARISING OUT OF OR RELATING TO THE SOFTWARE IS LIMITED TO THE SUM OF AMOUNTS YOU ACTUALLY PAID FOR. UNDER NO CIRCUMSTANCES WILL SENSEDIA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SOFTWARE, OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. WE UNDERTAKE ONGOING EFFORTS TO MAINTAIN THE AVAILABILITY OF THE SOFTWARE, HOWEVER, THERE MAY BE AN UNAVAILABILITY RESULTING FROM OCCURENCES OF FORCE MAJEURE, SUCH AS NATURAL INCIDENTS, INTERNET SYSTEMS INCIDENT, CYBER ATTACKS OR THIRD-PARTY ACTS THAT FALLS OUT OF OUR RESPONSIBILITY. FOR THAT REASON, YOU ARE AWARE THAT YOU WILL NOT BE ABLE TO CLAIM INDEMNITY NOR COMPENSATION FOR DAMAGES IN THE EVENT THAT THE SITE AND/OR SOFTWARE REMAINS OFFLINE, REGARDLESS OF THE REASON. IF A LAW RESTRICTS OUR ABILITY TO LIMIT LIABILITY OR DISCLAIM WARRANTIES, THE LIMITATIONS LISTED ABOVE MAY NOT APPLY TO YOU. IN THAT CASE, WE LIMIT OUR LIABILITY AND DISCLAIM WARRANTIES TO THE GREATEST EXTENT PERMITTED BY LAW
PENALTIES
In the event of non-compliance with the terms of this EULA or its Annexes, you may be subject to the payment of a fine in an amount equivalent to 10% (ten percent) of the sum of the value paid for the Services rendered or the use of the Software, without prejudice to compensations for losses and/or damages
TERMINATION
Your license to access our Software and your agreement with us will remain in effect while your subscription to our services is active on the Amazon Web Services marketplace and you continue to pay the corresponding fees.
If Sensedia finds that the contracted Software is being used for any illegal or illicit purposes, or contrary to morality, we will notify you so that you cease the use of the contracted Software for the said purposes. If you do not cease the misuse of our Software, we may terminate your access or revoke of your license to use the Software.
Failure to comply with any of your obligations may result in a fine, and any breach of this EULA or its Annexes not regularized within 15 (fifteen) days from the request, may, at Sensedia’s discretion, result in the immediate termination of the agreement and revocation of your license.
After termination, regardless of the reason, your right to access the Software will be automatically suspended.
LEGAL NOTICES
The Services are controlled and operated from Sensedia’s office in Brazil. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Brazilian laws, state and local laws and regulations, including but not limited to export and import regulations.
Enforcement of these Terms will be governed by the Brazilian laws. The exclusive jurisdiction and venue for any claims arising out of or related to these EULA or your use of the Software will lie in the state courts located in Campinas, within the State of São Paulo, and you irrevocably agree to submit to the jurisdiction of such courts.
Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. If any provision of this EULA is found to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
CONTACTING US
If you have any questions or concerns, you may contact us by email at marketplace.aws@sensedia.com, access our contact form at www.sensedia.com/contact-us or our help center at sensedia.zendesk.com/hc/en-us.