1.1. LICENSOR: NAWKA SOLUÇÕES E SERVIÇOS LTDA, a Brazilian legal entity with its registered office in Brazil and registered under the CNPJ with number 43.042.961/0001-71, the legitimate representative and owner of the copyright, and on the computer program described in "D".
1.2. LICENSEE: Any natural or legal person, assisted by its legal representative, who accepts the conditions of this contract of adhesion and its proposal.
1.3. OBJECT OF THE CONTRACT: Assignment of right of use (LICENSE) of OBAKE and all its versions.
1.4. SOFTWARE: the word used to designate any of the programs mentioned in item "C".
2. CONTRACTUAL CONDITIONS
2.1. Through the present instrument of Agreement of Assignment of Right of Use (LICENSE) of the SOFTWARE and provision of related technical support service, they make between themselves, on the one hand, the company LICENSOR, above qualified, and on the other side, the LICENSEE, which are adjusted and subordinated to that determined by the clauses below, applying to the present contract the provisions of Brazilian Laws 9,609/98 and 9,610/98, which deal with the protection of intellectual property of the software and the protection of copyright.
2.2. Upon payment and acceptance of the terms and conditions herein, the licensee shall be entitled to the subject matter of this contract described above; that is, he shall have non-exclusive use of the SOFTWARE and the right to related SUPPORT services, in accordance with type and number of licenses defined in the Invoice that accompanies the product, fully respecting the clauses of this agreement.
3. OBJECTIVES OF THE SOFTWARE
3.1. The SOFTWARE is designed for digital data encryption by secret keys and digital certificates.
3.2. Some SOFTWARE modules are also utilized to sanitize data, i.e., to destroy the data to avoid leaks or to ensure the deletion of sensitive information.
3.3. Some SOFTWARE modules can be used to protect and sign PDF documents.
3.4. Some SOFTWARE modules can be used to integrate it into Microsoft 365.
4.1. The SOFTWARE object of this license agreement is the exclusive property of the LICENSOR, which holds all commercial rights. The SOFTWARE is protected by applicable laws regarding industrial property, copyright, and business and manufacturing secrecy, whether in the country where the SOFTWARE is used or in respect of international copyright protection treaties.
5. PRODUCT UNITY
5.1. The SOFTWARE is licensed as a single product. However, its components may be separated for installation on more than one computer, provided that it is duly agreed in a separate agreement and with the corresponding values appearing in the Invoice.
5.2. When the LICENSEE is a legal entity, in case of dissolution of the company, ownership of the SOFTWARE and the provision of MAINTENANCE services may be transferred to only one of the partners, and all components of the product must be transferred to the same.
6. UNAUTHORIZED USE AND MARKETING
6.1. The use of the SOFTWARE without its LICENSE is expressly prohibited.
6.2. The redistribution of this LICENSE is expressly forbidden, whether by sale, lease, sale, exchange, or any other commercial model, with or without monetary or financial values embedded.
6.3. The LICENSEE acquiring the SOFTWARE illegally or unrecognized by the LICENSOR shall not be entitled to technical support or any other extended benefit to the SOFTWARE and shall also be subject to the judicial, civil, and criminal measures applicable to the species.
7. LICENSE RESTRICTIONS
7.1. The use of the SOFTWARE without its LICENSE is expressly prohibited.
7.2. The redistribution of this LICENSE is expressly forbidden, whether by sale, lease, sale, exchange, or any other commercial model, with or without monetary or financial values embedded.
7.3. The LICENSEE acquiring the SOFTWARE illegally or unrecognized by the LICENSOR shall not be entitled to technical support or any other extended benefit to the SOFTWARE and shall also be subject to the judicial, civil, and criminal measures applicable to the species.
7.4. If the type of license is an EVALUATION, DEMONSTRATION, ASSESSMENT BY DETERMINED TERM, PROOF OF CONCEPT (POC), or PILOT type, its use will be limited for purposes of tests or evaluation and cannot be used for productive purposes or in a term longer than authorized, as well as may not be sold or assigned to third parties, notwithstanding other provisions of this agreement.
7.5. If the license is not renewed, the SOFTWARE will be able to decrypt all information encrypted by it. However, it will no longer be possible to encrypt data or even open them in cases where the digital certificate provided by the LICENSOR has been used and its expiration date has been exceeded.
8.1. The SOFTWARE acquisition does not grant the LICENSEE any right over the brands of services or products related to the SOFTWARE or the LICENSOR company.
9.1. Ownership and all copyrights relating to the SOFTWARE, including but not limited to any images, photographs, animations, videos, audios, music, texts, embedded components and files, and accompanying printed materials, are the exclusive property of LICENSOR, or the respective third-parties whenever applicable in case of libraries and components.
9.2. LICENSEE agrees that suggestions for improvements and customizations requested at any time may be used in the product WITHOUT ANY COPYRIGHT COMMITMENT, AUTHORIZING LICENSOR TO MARK THE PRODUCT WITHOUT ANY COMPENSATION TO THE LICENSEE AT ANY TIME.
10. LICENSEE'S LICENSE AND CIVIL LIABILITY
10.1. The SOFTWARE may only be used when duly authorized by a LICENSE.
10.2. The SOFTWARE, regardless of its version, components, and the accompanying documentation, in print or digital format, is licensed through this instrument to only one LICENSEE, individual or legal, on a non-exclusive basis.
10.3. The intellectual property on the SOFTWARE is not subject to this agreement and remains the sole property of the LICENSOR.
10.4. The SOFTWARE may not be used by more computers as specified in a separate agreement or in the INVOICE, which accompanies the product.
10.5. It is prohibited to modify, deconstruct, reverse engineer, alter the whole or part, assign, distribute, reproduce, publish the SOFTWARE, as well as aggregate it to other products and license it, free or paid, or in any other capacity, to any person, disrespecting the copyright protection legislation and the terms of this LICENSE.
10.6. The rent, loan, or lease of this SOFTWARE is strictly prohibited to anyone and/or any title without the express and formal authorization of the LICENSOR.
10.7. Any attempt or action mentioned above on a version of the SOFTWARE intended for the LICENSED shall be considered a violation of a license agreement, and the LICENSOR may claim financial remedies for present or future damages arising directly or indirectly from this action.
10.8. For purposes of Legal Liability, it is agreed that LICENSEE shall be civilly and criminally liable in cases where any of the actions mentioned in this article:
10.8.1. They occur within LICENSEE's residential or commercial premises.
10.8.2. They occur within the premises of direct or indirect suppliers or associates of LICENSEE.
10.8.3. They are perpetrated by direct or indirect employees of LICENSEE or any of its direct or indirect suppliers or associates.
10.8.4. They are perpetrated by third parties having LICENSEE, its direct or indirect suppliers, or associates who have decisively contributed to such action by providing the SOFTWARE or any of its components.
10.8.5. They are perpetrated on the LICENSEE's computer(s), by direct or indirect omission, whether intentional or not.
10.9. Through this agreement, LICENSOR will only assign the right to use the system in question without presenting or providing the product's source code or internal structure. Only in special cases, at LICENSOR's convenience and exclusively for BUSINESS licenses, LICENSEE will have access to the SOFTWARE source code through the terms and rules imposed by LICENSOR at the time.
10.10. LICENSOR may, at any time, suspend or block access to the SOFTWARE if LICENSEE disrespects the content rules set forth herein or the legal regulations in force, without any refund of amounts paid or even as a service interruption.
10.11. The LICENSED now accepts full, individual and non-transferable liability for all illegal acts that may be carried out with the use of the licensed SOFTWARE on its equipment, in addition to those that may cause any damage, loss, lost profit or loss of any nature to any third party, person or entity.
11.1. This contract will be valid for the period determined in the issue of the Invoice.
11.2. This term may be extended at the LICENSEE's discretion as a RENEWAL, and for this purpose, the LICENSOR will be contacted to issue a new USE LICENSE, when it will then be charged at the values practiced at the time of such renewal.
11.3. LICENSOR MAY AMEND THIS AGREEMENT UPON INSTALLATION OR RELEASE OF A NEW VERSION OR RELEASE. LICENSOR MUST EXAMINE REGULARLY by simply requesting the most current copy from LICENSOR. The amended contract is effective immediately upon installation of the version or "release" that generated the amended contract. If LICENSEE does not agree with changes to the contract, you must uninstall the SOFTWARE update. If LICENSEE decides to use the updated SOFTWARE, it will continue under the terms of the amended agreement.
12. NON-INDEMNIFIABLE TERMINATION
12.1. This contract will be subject to termination by the party considered innocent, without the other party being entitled to any indemnity, in the following cases:
12.1.6. The legitimate protest of a credit instrument in which it appears as debtor or co-obligee to the other party;
12.1.7. The filing of any action against another party that would affect its credibility or suitability;
12.1.8. The decree of bankruptcy or the impetration of the concordat of the other party, besides its judicial or extrajudicial dissolution;
12.1.9. The proven occurrence of fortuitous or force majeure reasons.
13. PRICES, PAYMENT CONDITIONS, REFUND, AND DEFAULT
13.1. Our online environment defines the price, not including taxes and fees applicable in each region or country. Taxes and fees will apply upon the acquisition of the LICENSE OF USE.
13.2. The INVOICE accompanying the SOFTWARE will list the price, with all taxes and fees included.
13.3. When applicable, the billing and payment terms will be part of the INVOICE that accompanies the SOFTWARE.
13.4. No refund will be allowed since the SOFTWARE can be tested for up to fifteen (15) consecutive days in its ADVANCED version (the most complete personal version), not being possible, after the purchase any kind of regret, even in cases where the LICENSEE decides, of his own free will, to discard or stop evaluating and testing the SOFTWARE.
13.5. The evaluation SOFTWARE will provide all modules of the ADVANCED version, except the additional module for integration with Microsoft 365. This integration will be provided only after formal licensing.
13.6. The non-payment or reversal of any amount that justifies the issuance of this LICENSEE allows the LICENSOR to block the use of the SOFTWARE at any time and without compensation to the LICENSED. It is also established that the LICENSOR will not be responsible for any data generated or even imposed on the SOFTWARE by the system’s blocking or for any damage arising directly or indirectly from such blocking.
14. MAINTENANCE AND UPDATE OF SOFTWARE
14.1. Updates to the SOFTWARE are made available by LICENSOR through the Internet, downloaded, and installed automatically.
14.2. In cases where the automatic update is not possible for any reason, the user will be notified by email of available updates.
14.3. In cases when the automatic update is not possible due to restrictions in the LICENSEE's operational environment, the LICENSEE must communicate to the LICENSOR such impossibility, so that an alternative may be proposed.
14.4. Updates will be made available at the LICENSOR's discretion at no additional cost to the LICENSEE, except those that require the LICENSOR some modification that aims to meet any exclusive criteria of the LICENSEE, whether technical or not.
14.5. Implementations of new functionality or features suggested by the LICENSOR may be incorporated into the SOFTWARE at LICENSOR's sole discretion, and this agreement does not constitute any obligation of this nature on the part of the LICENSOR. When analyzed and classified as feasible by LICENSOR, implemented suggestions and improvements to the SOFTWARE are made available in later versions at the time of their release. However, no implementation based on recommendations or criticism shall be subject to any remuneration, credit, right of any kind, or even direct copyright, by LICENSOR to LICENSEE.
14.6. By providing suggestions for the software, LICENSEE also grants LICENSOR and third parties the right to reproduce, distribute and use their suggestions and comments on the products, advertisements, and other materials LICENSOR may, at their discretion, determine
14.7. Improvements, functions, or features that are implemented exclusively for the LICENSEE, not being used for other licensees, may be charged upon prior budget and approval.
14.8. In case of urgency on the part of the LICENSEE for some new implementation previously approved by the LICENSOR, a budget with terms and values to be generated by the LICENSOR may be supported, which shall be paid in value and conditions apart from this agreement.
15. LICENSEE AND WARRANTY LIABILITY RESTRICTIONS
15.1. THE LICENSEE ASSUMES ALL RISKS AND RESPONSIBILITIES FOR CHOOSING THE SOFTWARE TO ACHIEVE THE DESIRED RESULTS AND THE INSTALLATION, USE, AND RESULTS OBTAINED THROUGH THIS SOFTWARE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE IS FREE OF ERRORS, POSSIBLE INTERRUPTIONS, FAILURES, OR IT IS COMPATIBLE WITH ANY SPECIFIC HARDWARE OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT REGARDING THE SOFTWARE AND WRITTEN MATERIALS THAT ACCOMPANY IT.
15.2. THE SOFTWARE AND THE CRYPTOGRAPHIC ALGORITHMS THEREOF ARE GUARANTEED AGAINST MANUFACTURING FAILURES, FLAWS OR PROCEDURES TO FACILITATE SECURITY BREACHES OUTSIDE THE SPECIFICATIONS AND ALSO DO NOT CONTAIN MALICIOUS CODES OR FORMS OF ACCESS PRIVILEGED BY THE MANUFACTURER (BACKDOORS). HOWEVER, FOR THE PURPOSE OF THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE ON THE EXISTENCE OF A GLOBAL CONSENSUS ABOUT NOT COMPLETELY ERROR-FREE COMPUTER PROGRAMS. IN THE LIGHT OF SUCH CONSENSUS, IN THE CONSEQUENCE OF ANY DEFECT IN THE SYSTEM OBJECT OF THIS AGREEMENT, THE LICENSOR DETENTING THE COPYRIGHT AND MARKETING OF THE SYSTEM RESERVES THE RIGHT TO BE CALLED TO TRY TO RESOLVE IT.
15.3. THE SOFTWARE AND THE CRYPTOGRAPHIC ALGORITHMS THEREOF ARE GUARANTEED AGAINST MANUFACTURING FAILURES AND ALSO DO NOT CONTAIN MALICIOUS CODES OR FORMS OF ACCESS PRIVILEGED BY THE MANUFACTURER. HOWEVER, FOR THE PURPOSE OF THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE ON THE EXISTENCE OF A GLOBAL CONSENSUS ABOUT COMPUTER PROGRAMS NOT BEING COMPLETELY ERROR-FREE. IN THE LIGHT OF SUCH CONSENSUS, IN THE CONSEQUENCE OF ANY DEFECT IN THE SYSTEM OBJECT OF THIS AGREEMENT, THE LICENSOR DETENTING THE COPYRIGHT AND MARKETING OF THE SYSTEM RESERVES THE RIGHT TO BE CALLED TO TRY TO RESOLVE IT.
15.4. ALTHOUGH THE ENCRYPTION IS GUARANTEED AGAINST FAILURE, IT IS NOT TAMPERPROOF. THEREFORE, THERE WILL BE NO GUARANTEE AGAINST POSSIBLE FUTURE TECHNOLOGICAL ADVANCES THAT BREACH THE SOFTWARE AND THE ENCRYPTION IT MAKES, OR FOR THE LEAKAGE OF CRYPTOGRAPHIC INFORMATION THAT IS OCCASIONED BEFORE OR AFTER ENCRYPTION, SINCE IN BOTH CASES, IT CAN BE MOTIVATED BY: PERSONNEL AUTHORIZED TO ACCESS SUCH INFORMATION IN READABLE FORM, UNKNOWN VIRUSES OR MALWARES, UNKNOWN OPERATING SYSTEMS VULNERABILITIES, THE DEVELOPMENT OF SPECIFIC ATTACKS AGAINST ALGORITHMS OR SOFTWARES, INTENTIONAL LEAKAGE PROMOTED BY INDIVIDUALS OR TEAMS. SO, ACCORDING TO THE EXPOSED, IN THIS WAY, THE LICENSOR WILL NEVER BE RESPONSIBLE FOR ANY LEAKS THAT MAY OCCUR WITH THE LICENSEE.
15.5. THE SOFTWARE MAY NOT BE AVAILABLE OR EVEN DISABLED BY VARIOUS FACTORS, INCLUDING, BUT NOT LIMITED TO, NATURE MANIFESTATIONS, TECHNICAL FAILURES ON OPERATING SYSTEMS OR USED LIBRARIES, TELECOMMUNICATIONS INFRASTRUCTURE FAILURE, THIRD-PARTY ACTIONS, OMISSIONS, OR ANY OTHER CAUSE THAT IS OUTSIDE OF THE COMPANY'S CONTROL. IN SUCH CASES, THE LICENSOR DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE AVAILABILITY, ACCESSIBILITY, OR PERFORMANCE OF THE SYSTEM AND SOFTWARE.
15.6. LICENSEE ASSUMES THE ENTIRE COST OF ANY DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE, INFORMATION CONTAINED IN OR HANDLED BY THE SOFTWARE, AND INTERACTION WITH ANY OTHER HARDWARE OR SOFTWARE, WHETHER OR NOT SUPPLIED BY THE COMPANY OR A THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF TANGIBLE OR INTANGIBLE PROPERTY, WORK STOPPAGE, INFRINGEMENT, DAMAGE TO OR FAILURE OF THIRD PARTY HARDWARE OR SOFTWARE, REPAIR COSTS OR ANY PECUNIARY LOSS ARISING FROM THE USE OF THE SOFTWARE, OR INCOMPATIBILITY OF THE SOFTWARE WITH ANY EQUIPMENT, PROGRAM OR USAGE.
15.7. THE LICENSOR IS EXEMPT FROM RECOVERING ANY CRYPTOGRAPHY INFORMATION THAT, DUE TO THE USE OF A SECRET-KEY CHOSEN BY EACH LICENSEE AND IN EACH OPERATION, IS TECHNOLOGICALLY IMPOSSIBLE. IN THE SAME WAY, LICENSOR IS EXEMPT FROM RECOVERING INFORMATION ENCRYPTED WITH THIRD-PARTY DIGITAL CERTIFICATES OR WHEN USING A CERTIFICATE PROVIDED BY THE LICENSOR BUT WITHOUT ANY BACKUP OR WAYS TO GET ACCESS TO THAT CERTIFICATE.
15.8. ANY UNLAWFUL ACT UNDER BRAZILIAN OR INTERNATIONAL LAW SHALL BE DEEMED AN ISOLATED ACT OF THE LICENSEE, AND THE LICENSEE SHALL BE SOLELY LIABLE FOR ALL CIVIL AND CRIMINAL LIABILITIES RESULTING THEREFROM.
15.9. IN THE EVENT THAT THE LICENSOR IS UNABLE TO CONTINUE ITS ACTIVITIES, THE COMPANY AGREES TO DEFINE THE CRITERIA THAT ENSURE THE LICENSEE THE RIGHT TO CONTINUE USING THE SOFTWARE UNTIL THE END OF ITS LICENSE TERM.
15.10. THE LICENSOR MAY BLOCK THE USE OF THE LICENSEE SOFTWARE WITHOUT NOTICE IF THE LICENSEE BREAKS THE TERMS OF THIS AGREEMENT.
16. TECHNICAL SUPPORT
16.1. The LICENSEE will be entitled to specialized technical support directly by the LICENSOR whenever there are doubts or any impediment to the use of the SOFTWARE, free of charge, but limited to the availability and capacity of the LICENSOR in attendance, analysis, and response and the pre-existing volume of previous requests that existed at that time (service queue); therefore, without any deadline or time limit that may be set herein.
16.2. Technical support will be subject to an additional fee if LICENSEE requires personalized service and a pre-defined deadline through a Service Level Agreement (SLA) with the LICENSOR or any of its legal representatives.
16.3. The technical support will focus EXCLUSIVELY on the use and configuration of the SOFTWARE through the mechanisms listed below:
16.3.1. Support by electronic mail (e-mail): available from 9:00 am to 6:00 pm from Monday to Friday, except on national or worldwide holidays.
16.3.2. Remote support through an explicit authorization of the LICENSEE for accessing computers through programs to configure or adapt the SOFTWARE to the intended and usual utilization.
16.3.3. The BUSINESS version allows companies to establish in-house support by their technicians to agile attendance. In the same way, we prioritize the support for that version since the impact of the malfunction is more significant than on the personal versions (FULL and ADVANCED).
16.3.4. Any other technical support will be subject to additional and differentiated prices and may be practiced in a preventive way through a CONTRACT or to the call when it should be appreciated by the LICENSOR, who will issue the price and payment conditions for such service.
16.4. Any occurrences of the SOFTWARE in its source code that preclude its use and are replicated similarly in other equipment and situations are established as MALFUNCTION and eligible for technical support. Regardless, it is not designated as a MALFUNCTION OF THE SOFTWARE:
16.4.1. Modifications in the equipment operating system may prevent the operation of the SOFTWARE before, during, or after its installation, even if caused by technical impositions, recommendations, updates, or any other occurrences of the operating system manufacturer and/or LICENSEE.
16.4.2. Modifications to the equipment after installation of the SOFTWARE, discharging what is established as a "minimum requirement" for its operation (shown on the main page of our online environment), even if caused by technical impositions, recommendations, updates, or any other occurrences of the manufacturer or company.
16.4.3. Occurrences of viruses, trojan horses, ransomware, and similar, preventing the execution of the SOFTWARE due to internal protection or deactivation of components essential to its operation.
16.4.4. Network communication faults (local or Internet) that make it impossible for the SOFTWARE to establish the necessary connection to its operation whenever necessary.
16.4.5. Changes performed by unauthorized persons or technical support outside the LICENSEE’s support team.
16.4.6. Electrical, equipment or component failures that make it impossible for the SOFTWARE to function properly.
16.4.7. Failures or modifications to external components of the SOFTWARE, such as MICROSOFT .NET© libraries, MICROSOFT 365© components, MICROSOFT WINDOWS© components and any other component necessary to operate the SOFTWARE.
16.4.8. Failures, improper interactions, malfunctions, false alerts (known as false positives), and any occurrence caused by antivirus and antimalware programs that block or prevent the operation of the SOFTWARE.
16.4.9. Version updates of any of the above components, which may negatively affect the previously configured and perfect working environment.
17.1. LICENSOR and LICENSEE are obliged mutually to respect the right of ownership and confidentiality of information accessed and interchanged, as well as not to transfer them to third parties, in whole or in part, unless prior written and certified authorization of one another.
17.2. All studies carried out, projects, and instructions issued by LICENSOR for the excellent and faithful performance of the service shall not be used, reproduced, or communicated to third parties, for purposes other than the contractual object, without express LICENSEE's authorization.
17.3. LICENSOR also undertakes to keep confidential all information of the LICENSEE to which it has access as a result of the provision of the services under this agreement.
17.4. The LICENSEE shall not disclose the results of any SOFTWARE test or proof of concept (POC) to any third party without the LICENSOR’s prior written consent, who shall have exclusive rights to this information for commercial and dissemination.
18.1. This agreement constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior or contemporaneous understandings or agreements on the subject, whether written or oral. The waiver of any provision of this agreement will be effective only if it is presented with an authorized representative of the LICENSOR digitally signing it.
19. COMPETENT FORUM
19.1. The Forum of the District of SÃO PAULO/SP, BRAZIL, is now elected to resolve any questions regarding this License Agreement, renouncing the contracting parties to all others, however privileged they may be.
NAWKA SOLUÇÕES E SERVIÇOS LTDA
Rua Gal Furtado Nascimento 740 cj 83 – Alto de Pinheiros – São Paulo – SP – Brazil
OBAKE and any of its direct derivatives are trademarks of NAWKA SOLUÇÕES E SERVIÇOS LTDA - All Rights Reserved ©2000-2023.
Windows, Windows 8, Windows 8.1, Windows 10, Windows 11, Microsoft 365, and MS-Office are registered trademarks of Microsoft Corporation© 1989-2023.