Terms of Use ("Terms")

Last updated: October, 24th, 2019

Please read these Terms of Use ("Terms", "Terms of Use") carefully before using any content, features, functionality, tools, data, software applications and APIs or any other services provided by FBCPS - Business Consulting and Professional Services, Lda. ("us", "we", "our" or “FBCPS”).

By accessing or using the Service YOU ARE AGREEING TO THE TERMS IN THIS AGREEMENT. Customer and FBCPS - Business Consulting and Professional Services, Lda. agree that this Agreement along with Customer’s order for the Services (“Order”) is effective on the date Customer orders the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to commit the entity to the Agreement and the term “Customer” or “you” will refer to that entity. If you do not have this authority, are under the age of 18 or if you do not agree with the Agreement, you may not access or use the Services.

Definitions

In addition to the terms otherwise defined in this Agreement or an Order, the following terms have the definitions below:

"Customer Data” means any content, data, information or material that is recorded by, submitted to or stored by, the Services, including, but not limited to, Personal Data.

“Personal Data” means all information relating to a person that identifies such person or could reasonably be used to identify such person, including but not limited to, as first and last name, home address, billing address, or other physical address, email address, telephone number and Sensitive Data, if any.

“Sensitive Data” means any information that: (a) requires a high degree of protection by law and where loss or unauthorized disclosure would require notification by Customer to government agencies, individuals or law enforcement, (b) any information that, if made public, could expose individuals to a risk of physical harm, fraud, or identity theft. Sensitive Data includes, but is not limited to, social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act

“Services" means the content, features, functionality, tools, data, software applications and APIs provided by FBCPS, that are ordered by Customer in an Order.

"Users" means individuals who are authorized by Customer to use the Services, for whom subscriptions to the Services have been purchased under an Order, and who have been supplied user identifications and passwords by Customer (or by FBCPS, at Customer’s request). Users may include Customer’s employees, consultants, contractors and agents or third parties with which Customer transacts business.

Customer Data

Customer agrees that it will not provide any Sensitive Data to FBCPS. If Customer discovers that due to human error or otherwise, Customer Data does include Sensitive Data, Customer will promptly notify FBCPS and provide sufficient information to FBCPS to locate such Sensitive Data and FBCPS will scrub its systems and the Sensitive Data in its control or possession.

FBCPS will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data and will comply with the FBCPS Privacy Policy.

FCBPS use and transfer of information received from Google APIs to any other app will adhere to Google API Services User Data Policy, including the Limited Use requirements.

As between Customer and FBCPS, Customer owns all Customer Data and except as specifically provided in this Agreement or otherwise agreed to in writing between the parties, FBCPS has no right to such Customer Data. Customer grants to FBCPS a non-exclusive royalty-free license to access and use Customer Data in order to provide the Services to Customer and as necessary to monitor and improve the Services.

FBCPS will not (a) disclose Customer Data except as compelled by law or as expressly permitted in writing by you, or (b) access Customer Data except to provide the Services or prevent or address service or technical problems, or at your request in connection with customer support matters.

For the avoidance of doubt, FBCPS may use, reproduce and disclose Customer Data that is anonymized, de-identified, or is otherwise not reasonably associated or linked to Customer (or any other identifiable individual person or entity) (“Anonymized Data”) for product improvement and other purposes consistent with FBCPS’s Privacy Policy.

This right to use Anonymized Data will survive termination of this Agreement. Customer, not FBCPS, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.

Customer Obligations

Except as permitted under this Agreement or as required by law, Customer will not, and will not permit or encourage anyone else, to:

• license, sublicense, sell, resell, transfer, assign, distribute, use as a service bureau or timeshare, or otherwise commercially exploit or make the Services available to any third party in any way;
• modify, disassemble or make derivative works based upon the Services or otherwise attempt to derive source code or other trade secrets from the Services;
• reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services;
• modify, remove or obstruct any proprietary rights statement or notice contained in the Services;
• send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
• send or store (a) infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or which violates third party privacy rights; or (b) material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
• attempt to gain unauthorized access to the Services or its related systems or networks;
• access the Services if you are a direct competitor of FBCPS, except if FBCPS agrees in writing before you access the Services;
• use the Services in excess of the number of sessions selected in the applicable Order; or
• provide false identity information to access or use the Services;

This next part addresses shared logins- we don’t take pains to keep you from sharing a seat. But if you do, you are responsible for keeping that shared information secure.

Customer acknowledges that FBCPS does not restrict sharing of User accounts and/or passwords and agrees that Customer will be responsible for any liability to the extent arising from such use or sharing of accounts. Customer agrees to comply with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customers and its User’s use of the Services but especially those related to data privacy. Customer is responsible for any breach of this Agreement by its Users. Customer agrees that it will promptly notify FBCPS of any violation or suspected violation of this Agreement or any actual or suspected data or security breach.

FBCPS reserves the right to review information posted by Users to ensure that it complies with this or any other section of this Agreement, and to amend it or delete it, or otherwise control such information in order to bring it into compliance with this Agreement and/or applicable law.

Support

Subject to the terms of this Agreement, FBCPS will provide Customer with reasonable technical support services in accordance with FBCPS’s standard support offering. Our servers may be unavailable as the result of planned or unplanned downtime, for reasons including technical issues, legal compliance, security actions, business decisions, or any other cause. We may attempt to inform you if such downtime is planned, but we are under no obligation to do so. You agree that we are not liable for the unavailability of our Service.

Privacy Disclosure

Customer agrees to comply with FBCPS’s Privacy Policy.

FBCPS reserves the right to modify the FBCPS Privacy Policy in its reasonable discretion from time to time.

Updates

You understand that the FBCPS Properties are evolving. As a result, FBCPS is continuously updating is Services. You acknowledge and agree that FBCPS may update the FBCPS Properties with or without notifying you. You may need to update third-party software from time to time in order to use the FBCPS Properties.

Free Trials and Other Promotions

Any free trial or other promotion that provides you with free access to Commercial Services (defined below) must be used within the specified time of the trial. At the end of the trial period, your use of that Commercial Service will expire and any further use of such Commercial Service is prohibited unless you pay the applicable fees.

License to Your Content

You grant FBCPS a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, User Content (in whole or in part) for the purposes of operating and providing the Services to you. Please remember that other users may search for, see, use, modify and reproduce any of your User Content that you submit to any Forum or other “public” areas of the FBCPS Properties.

You warrant that the holder of any worldwide intellectual property right, including moral rights, in your User Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.

You agree that you, not FBCPS, are responsible for all of your User Content.

No Obligation to Pre-Screen User Content

You acknowledge that FBCPS has no obligation to pre-screen any information, data, text, software, music, sound, photographs, video, messages, tags or other materials submitted by you or other users (“User Content”) posted or otherwise made available by users and accessible through the FBCPS Properties (“FBCPS Content”), although we reserve the right in our sole discretion to pre-screen, refuse or remove any User Content.

By entering into the Terms, you provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of you User Content and that we reserve the right to remove any User Content that violates the Terms or is otherwise objectionable. In the event that we pre-screen, refuse or remove any User Content, you acknowledge that we will do so for our benefit, not yours.

Subscriptions

Fees

The Services are offered on a temporary recorrent subscription basis. We will bill you according to the rates and terms mentioned in the proposal document previously issued. Customer may separately subscribe for separately priced modules, as and when released by FBCPS. All fees are in Euros.

FBCPS will send notice to you when a payment delay occurs, and you agree that, in this case, FBCPS may stop the services immediately. It is your responsibility to make sure payment details are correct to prevent Service interruption and to allow successful renewal payments. If Customer believes that FBCPS has billed Customer incorrectly, Customer must contact FBCPS no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.

All Fee changes will be made prospectively and any Services that have been pre-purchased will not be affected by the change in Fees. Unless otherwise agreed to by the parties or as set forth on an Order, all Fees for any renewal periods will be based upon FBCPS’s then-prevailing rate.

FBCPS will bill through an invoice with a payment terms no longer than 30 days. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate suspension or termination of Service.

Taxes

The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”).

Customer is responsible for paying all Taxes associated with its purchases under this Agreement and any Order.

If FBCPS has the legal obligation to pay or collect Taxes for which Customer is responsible, FBCPS will invoice Customer and Customer will pay that amount unless Customer provides FBCPS with a valid tax exemption certificate authorized by the appropriate taxing authority.

Suspension of Service and Acceleration

If any amount owing by Customer under this or any other Agreement with FBCPS is ten (10) or more days overdue, FBCPS may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under such Order so that all such obligations become immediately due and payable, and suspend any and all services until such amounts are paid in full. Customer will continue to be charged fees during any period of suspension. If Customer or FBCPS initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customer’s account. Any use of the Services in violation of the Agreement by Customer that in FBCPS’s reasonable judgment threatens the security, integrity or availability of FBCPS’s services or that of its other customers, may result in FBCPS’s immediately suspending the Services.

Termination

We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Term

This Agreement will commence on its Effective Date and will remain in effect for the term set forth in the Order (“Initial Term”). The Agreement can be renewed for successive terms equal to the Initial Term (each a “Renewal Term”), with previous agreement between Customer and FBCPS. The Initial Term together with any Renewal Term permitted under this Section is the “Term” of this Agreement. If there are any active Orders existing under this Agreement as of the expiration of the Term, which Orders are not otherwise terminated under this Agreement, the Term of this Agreement will continue with respect to an outstanding Order until expiration, termination or completion of each such Order.

Termination for Breach

Either party may terminate this Agreement or any Order at any time by giving written notice to the other party in the event that the other party is in breach of any of its obligations under this Agreement or any Order and fails to remedy such breach within thirty (30) days after written notice from the other party.

Termination for Convenience

Customer may terminate an Order for convenience but all payment obligations are non-cancelable and all amounts paid are non-refundable, except in the event of a termination by Customer for breach of the Agreement.

Termination for Insolvency

If:

• a party files a petition under Bankruptcy Code;
• a petition is filed under any such Insolvency Statute (provided that such petition is not dismissed within thirty (30) days of filing) or such party notifies the other party that such a petition will be filed under an Insolvency Statute;
• a party becomes or is declared insolvent, or is unable to pay its debts as they become due;
• a party is the subject of any proceedings related to dissolution, liquidation, insolvency or the appointment of a receiver, trustee or similar officer for all or a substantial part of such party's assets; or
• a party makes an assignment for the benefit of all or substantially all of its creditors; then the other party may terminate this Agreement and all Orders as of a date specified in a termination notice.

Post Termination Obligations

Upon expiration or termination of this Agreement for any reason, FBCPS will promptly terminate the Services.

FBCPS will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.

Termination will not relieve either party from any liability arising from any breach of this Agreement. Neither party will be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms. Furthermore, termination of this Agreement by a party will be without prejudice to any other right or remedy of a party under this Agreement or applicable law.

Links To Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by FBCPS.

FBCPS has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that FBCPS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.