AGREEMENT FOR SERVICE PROVISION AND SOFTWARE USE LICENSE
SIKUR CONSULTORIA E GESTÃO EMPRESARIAL LTDA headquartered at Loureiro da Silva Av., 2001, room 611, Zip Code 90.050-240, in the city of Porto Alegre/RS, Brazil, enrolled in CNPJ/MF under n. 14.371.565/0001-90, hereinafter simply SERVICE PROVIDER, signs this agreement for the use of software Sikur, and the CLIENT hereinafter referred to as CLIENT accepts all terms provided below, as follows:
The parties mutually agree to enter into this AGREEMENT FOR SERVICE AND SOFTWARE USE LICENSE (“Agreement”), which will be governed by the following terms and conditions:
1. FIRST SECTION – THE SUBJECT MATTER AND THE EXECUTION OF THE AGREEMENT
1.1 It is an integral part of this agreement the Summary Table in annex, where there shall be the CLIENT‘s identification.
1.2. The subject matter of this agreement is the provision of services related to the supply and maintenance of software Sikur, forcing both parties to observe the terms of this agreement. The obligation starts when the user clicks on “I HAVE READ AND ACCEPT THE SERVICE AGREEMENT”, freely and unequivocally, which shall occur in the software hiring and activation.
1.3. The service request shall be held via website www.sikur.com or via the hired sales team.
1.4. Upon request the CLIENT shall pay the cost of product shipping and the annual fee(s).
1.5. The annual fee shall be paid in the form mentioned in article 6 below.
1.6. On the same occasion the customer shall confirm the terms of the agreement by clicking “I HAVE READ AND ACCEPT THE SERVICE AGREEMENT”.
1.7. After confirmation of payment and Agreement acceptance, the customer shall receive the Tokens.
1.8. When activating Token, the customer shall reaffirm the terms “I HAVE READ AND ACCEPT THE SERVICE AGREEMENT”.
2. SECOND SECTION – DESCRIPTION OF SERVICES
2.1. The service consists in the provision of means for secure communication between registered users to use the software Sikur, with storage capacity of up to 2GB per user, sending messages up to 20MB, creating, editing and sharing documents up to 50MB, folder sharing and online chat.
2.2. Each CLIENT shall have storage capacity of up to 2GB. If this is exceeded, the SERVICE PROVIDER shall notify the user to buy more capacity.
2.3. When in the Sikur Cloud, the services provided guarantee the inviolability of the content of the messages exchanged between users of the service via extreme encryption technology, as well as restricted access to their stored files. When providing the service in the Private Cloud model, it is optional for the client to have the Auditing feature, where it is possible to open message contents for compliance and auditing by client’s organizational rules and processes, who are exclusively responsible for the proper handling of this information.
2.4. The content of the exchanged messages shall not be in the possession of the SERVICE PROVIDER, but rather on a server, which shall be “hosted in a cloud” (Cloud Computing system), and the SERVICE PROVIDER shall not have access to the contents of the encrypted data. Depending on the business model (mentioned in 2.3), the client must pay attention to Auditing feature, which affects data confidentiality and data possession as mentioned in the clause above.
2.5. Windows Azure is the operational system for cloud services used by Sikur and, if necessary, it shall be replaced or complemented.
3. THIRD SECTION – SERVICE PROVIDER’S OBLIGATIONS AND LIABILITY
3.1. After the CLIENT has accepted the terms of this agreement and has paid, the SERVICE PROVIDER shall (i) send, by mail and within 10 (ten) working days following the identification of the payment, to the address provided by the CLIENT, the Token that enables the use of the program; (ii) make available software Sikur via www.sikur.com, in the download link; (iii) provide a password for access to the service.
3.2. In case the request of the CLIENT exceeds 30 (thirty) Tokens, the term above mentioned can be redefined at the discretion of the SERVICE PROVIDER.
3.3. The CLIENT shall receive a default password, which must be exchanged when activating and kept in secrecy, being the sole responsibility of the CLIENT the use and disclosure of the password to third parties.
3.4. Every CLIENT shall receive 2 Tokens, a primary and a backup, and both have to be activated with the user’s key at the first use. After that, the primary Token is enabled and the backup, which is not enabled, must be kept. In the event of loss or theft of the Token, the user may contact support and ask for blocking the primary and activating the backup. In the event of damaging or losing both, there is no way to access the contents.
3.5. The two Tokens do not work at the same time.
3.6. The SERVICE PROVIDER does not have access to the contents in the case of forfeiture, for whatever reason, of the two Tokens.
3.7. The content of the message is encrypted in Cloud Computing system with public key and the CLIENT accesses the content with the private key that is in the Token.
3.8. The SERVICE PROVIDER is responsible for the technical support of the necessary devices to use of the services.
3.9. The SERVICE PROVIDER is not bound to any service in cases of losses generated by the CLIENT himself, by third party, or by lack of diligence and compliance to the handling rules of software and hardware.
3.10. The SERVICE PROVIDER shall not provide CLIENT’s data to third parties, except by court order. In any event, however, the SERVICE PROVIDER shall be exempted to provide information about the content of the messages, given that it does not have such access, in accordance with the proposed virtual correspondence system.
3.11. Pursuant to clause 3.7 above, the content is in Cloud Computing system in encrypted form, being accessed only with the Token that is provided to the CLIENT at the time of execution, which are the primary Token and the backup.
3.12. The SERVICE PROVIDER assumes the obligation to cooperate with any police investigation or legal proceedings, providing the information available, which are the primary and backup Tokens’ serial numbers, email registered to Token, group or company identification name (determined by the user at the purchase), and also sender, recipient, date and time of message sending.
3.13. The SERVICE PROVIDER is not liable for the user’s stored content, given that such content is FULLY ENCRYPTED. Access to content is only with Token and password.
3.14. The SERVICE PROVIDER assumes the obligation to provide to the CLIENT the data, information and means to proceed with payment.
3.15. The payment shall be settled at the time of the execution. The Summary Table in annex to this agreement shall contain the data of the agreement execution.
3.16. The SERVICE PROVIDER shall not be liable (whether civil, criminal, or administrative) for the content of messages exchanged via the software Sikur, neither by the content stored by the CLIENT, as it has no access to the contents of exchanged messages or stored files.
3.17. If asked to do the abovementioned, the SERVICE PROVIDER shall issue a technical report in this sense.
3.18. The CLIENT is aware that access to the system shall only be possible using the Token.
3.19. In loss, theft, robbery or related situations that might occur with the Token, the CLIENT shall not have access to the information and to all data.
3.20. The CLIENT shall not have access neither in fortuitous case nor force majeure.
3.21. Under the above assumptions shall not apply any indemnity, material or for pain and suffering, neither for damages, lost profit and pecuniary loss.
3.22. The SERVICE PROVIDER is not liable for loss of data, content, files, messages of the software’s user.
4. FOURTH SECTION – CLIENT’S OBLIGATIONS AND LIABILITY
4.1. The CLIENT assumes the obligation to provide reliable data about himself at the time of completing the registration form, under penalty of having the services suspended immediately after the observation of a breach of this section, as well as keep his data updated.
4.2. The SERVICE PROVIDER shall not be liable in case the CLIENT fills data mistakenly on purpose.
4.3. The SERVICE PROVIDER shall take all precautions to be sure about the suitability of the CLIENT at the time of executing the agreement; however, in case the CLIENT uses third parties to execute the agreement, the SERVICE PROVIDER shall not be liable.
4.4. The SERVICE PROVIDER shall not be liable in case the CLIENT gives or lends the Token to third parties.
4.5. The CLIENT undertakes to perform in the agreed manner, place and deadline the obligations here agreed, in particular the payment related to the supply of services, under penalty of incurring default, having services suspended and, by mail notification, have his messages deleted in the manner regulated by this instrument.
4.6. The CLIENT assumes full civil and criminal liability for the content of messages sent.
5. FIFTH SECTION – DURATION
5.1. This agreement starts its duration at the acceptance of the “I HAVE READ AND ACCEPT THE SERVICE AGREEMENT” and remains in force indefinitely as long as the annual payments are performed.
5.2. Initially, the duration shall be 12 (twelve) months.
5.3. After the expiration, regardless of the reason, in case the CLIENT does not renew the agreement, its use shall be released for other 45 (forty-five) days, enabled to sending and receiving messages, in order to provide new negotiations with the SERVICE PROVIDER. After this period the CLIENT shall have other 45 (forty-five) days to download files to the computer and for 9 (nine) months (totaling 1 year) the encrypted content shall be stored in the cloud.
5.4. In case the CLIENT has no interest in storing content in the duration and form abovementioned, the CLIENT should ask the SERVICE PROVIDER the content deletion.
5.5. If after a period of 12 (twelve) months mentioned in section 5.3 the CLIENT does not reactivate the service, the content shall be deleted permanently, without further notice.
5.6. The CLIENT may withdraw from the execution of this agreement within 7 (seven) days after acceptance of the “I HAVE READ AND ACCEPT THE SERVICE AGREEMENT”, and the amounts paid shall be returned in full.
5.7. In case the CLIENT terminates the agreement during its duration, the CLIENT shall receive back 20% (twenty) of the amount proportional to the end of the agreement, not receiving the amount related to the months of services that have already been provided.
5.8. The CLIENT who breaches the agreement during its duration shall not have the benefit provisioned for in section 5.3 above.
5.9. This agreement is independent of the CLIENT’s use of the service. Once payment has been made for the period of 12 (twelve) months, the CLIENT shall have the right to use the Token to his discretion.
6. SIXTH SECTION – PRICE AND PAYMENT FORM AND CONDITIONS
6.1. The CLIENT shall pay for the services indicated in section 1.1 of this agreement the annual value, according to the Summary Table in annex and current price list in the period per each user. The payment shall be settled at the time of executing the agreement.
6.2. The payment shall be settled in the annex of this agreement.
7. SEVENTH SECTION – GENERAL PROVISIONS
7.1. The tolerance for one of the parties as to the breach of any obligation of the other party, under this AGREEMENT, shall be considered as mere liberality, not implying novation of the terms of this instrument, nor waiver of the right of either party to require the other to comply with its obligations provided for in this instrument.
7.2. All additives and amendments of this AGREEMENT shall be mutually agreed upon in writing.
7.3. It is not established between the SERVICE PROVIDER and the CLIENT, by virtue of this instrument, any form of partnership, association, mandate, representation, agency, consortium, liability, labor relationship or employment relationship regulated by legislation in force.
7.4 In the light of the provisions of Law 9.609/98, both parties agree that the software developed is property of the SERVICE PROVIDER.