NON-CUSTOMIZABLE SOFTWARE LICENSE AGREEMENT

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Involved Parties

The parties in this Non-Customizable Software License Agreement (“Agreement”), as the Licensor, are Kiwify, registered under CNPJ/ME No. 36.149.947/0001-06, headquartered at Avenida Brasil, 1148, Room 18, Centro, City of Balneário Camboriú, State of Santa Catarina, ZIP Code 88330-045, and, as the Licensee, the purchaser of this software license, identified in the Kiwify Platform Terms of Use.

The conclusion of this Agreement is evidenced by the electronic consent of the User (hereinafter referred to as “Licensee”) and by the confirmation of reading at the time of contracting Kiwify's services, as per the Terms of Use. The Licensee declares to have fully read this Agreement, agreeing to all its clauses.

 

Initial Provisions

This Agreement establishes the rules for the use of the Kiwify Software, made available in cloud computing on a Platform owned by Kiwify: https://kiwify.com.br/

 

Object

The purpose of this Agreement is to grant the Licensee, without exclusivity, a license to use and access the Kiwify Software, hereinafter simply referred to as “software”.

The grant herein does not characterize a sale, but a license to use, as provided in article 9 of Law No. 9.609/1998 (Software Law) and may not be transferred to anyone without the prior, express, and specific consent of the Licensor.

This Agreement includes periodic software updates, and training for the Licensee's users, to be provided at the time of software installation.

 

Price and Payment Terms

The Licensee will pay an administration fee to the Licensor for the acquisition of the software use license subscription, as per the price and conditions defined in the Fees section.

 

Obligations and Responsibilities of the Licensor

The Licensor assumes the following obligations:

I. To provide the Licensee with access to the software in perfect conditions for use and navigation, with appropriate security controls against improper/unauthorized reproduction, as well as to prevent access by unregistered persons;

II. To inform the Licensee if the software becomes inaccessible, being responsible for its correction and availability within 48 (forty-eight) hours, except when the inconveniences/interruptions result from technical problems that may occur in public telecommunications services or other services provided by third parties;

III. To respond to any and all third-party claims regarding intellectual property of the products used or created in the provision of the contracted services.

 

Exclusion of Liabilities

Kiwify is not responsible for damages caused due to the occurrence of force majeure or acts of God, as foreseen by article 393 of the Civil Code. The suspension, even if partial, of internet or telephony services to Kiwify's headquarters is considered a fortuitous event for the purposes of this Agreement.

Kiwify is exempt from any responsibility for damages caused through the use of the software by unauthorized persons or third parties who are not part of the Licensee's staff or in cases of rights violation where there is no subjective fault of Kiwify.

 

Obligations and Responsibilities of the Licensee

The Licensee assumes the following obligations and responsibilities:

I. To use the software in good faith and without the intention of committing illicit acts or causing harm to third parties.

II. To renegotiate with the Licensor the terms of duration and remuneration, should the license to use herein contracted be altered.

III. To pay the prices under the agreed conditions, as per the Fee, as defined in the Terms of Use.

IV. To provide the Licensor with all information and documents necessary for the proper development of the services.

V. To respect the rights inherent to the software, as well as the conditions of use agreed upon in this Agreement.

VI. To access the software only on secure and private computers, which are free of viruses and are reliable from the point of view of data security, with no liability for any form of compensation from Kiw ify for access on public computers, such as in lan houses.

VII. To install and keep up-to-date anti-spyware, anti-virus software, and others aimed at preventing computer violation that will access the software.

 

Prohibitions on Software Use

It is prohibited for the Licensee, without prior, specific, and written authorization from Kiwify:

I. To sublicense, rent, lease, lend, give, dispose or in any other way transfer in whole or in part the right to use the software;

II. To copy, alter, adapt, enhance, correct, translate, update, develop new versions or create derivative works from the software or any of its parts or components;

III. To disassemble, decompile, reverse engineer or, by any other means, use its source code and/or any confidential data or information related to the software for unauthorized purposes by Kiwify; and

IV. To remove notices of copyright or any others related to property rights contained in the software.

The occurrence of the situations provided in the previous clause will result in the Licensee being subject to a fine equivalent to 60 (sixty) times the monthly value of the product subscribed by the Licensee. The fine does not preclude supplementary indemnification to be judicially determined.

 

Intellectual Property

All intellectual and authorial property rights over the software are the exclusive ownership of Kiwify and/or its partners or suppliers, including any improvements, corrections, translations, alterations, new versions or derivative works, among others that modify or alter it.

The Licensor declares that the license hereby agreed does not infringe any patents, copyrights, industrial secrets, or any other third-party rights or national or foreign laws.

The software, including its functionality, code, architecture, and implementation, as well as its visual appearance, constitute Kiwify's intellectual property, so that this Agreement does not confer to the Licensee any intellectual or authorial property rights over the software.

 

Non-Compliance with Obligations

The party that feels harmed, due to any measure that the other party fails to take or does so inadequately, must notify the other party and request the resolution of the issue within 10 (ten) days from the receipt of the communication, under penalty of termination of this Agreement.

 

Penalties

In the case of non-fulfillment, by either party, of any of the obligations assumed in this Agreement, the non-complying party will pay a fine of 10% (ten percent) of the annual price of the Agreement, within 5 (five) days from the verification of the fact, with the creditor party having the option to terminate this Agreement, without prejudice to the receipt of the fine value.

If the unfulfilled obligation is to pay, the innocent party may charge moratory interests and monetary correction on the overdue amount, at a total and global rate of 2% (two percent) per month.

The imposition of fines provided in this Agreement does not exempt the parties from any other applicable penalties, resulting from law or judicial decision.

 

Confidentiality

The Parties, by themselves, their employees, advisors, or agents will maintain the utmost and absolute secrecy about the clauses contracted herein, as well as regarding the information, data, and documents they receive from each other or otherwise eventually come to know or access, or that are entrusted to them, due to this Agreement, except in compliance and to the extent required by any judicial order. In this case, the Party will immediately inform the other, so that the latter is given the opportunity to oppose the revelation.

In case of breach of confidentiality duties, compensation for losses and damages to be judicially determined will apply.

 

Communications

Any notice, request, communication, or interpellation related to these terms must be made in writing, either physically or electronically (email).

 

Changes to the Terms

Kiwify may revise and change this Agreement periodically to reflect changes and adjustments in its business, software, applicable legislation, or whenever Kiwify deems necessary. If changes are made, Kiwify will notify the Licensee via the registered email.

Each new version of the Terms will come into effect 15 (fifteen) days after the communication to the Licensees via email.

Kiwify must keep available on its website all the old versions of the Terms that have been in effect.