This particular instrument (“Terms” and/or “Agreement”) regulates the rights and obligations related to the acquisition and use of this software and all its contents, which are the exclusive property of BIOSPHERA ILUSTRAÇÕES BIOMÉDICAS LTDA, a legal entity governed by private law, registered with the CNPJ/MF under No. 11.574.935/0001-06, headquartered at Rua Dom Aguirre, 1171, Centro, Bragança Paulista/SP, CEP: 12.900-431, represented in the form of its articles of association (“LICENSOR”) and the beneficiary of the use of the Software (“LICENSEE“).
The LICENSOR is the owner of the software (“Software”) and has the right to license its use to third parties;
LICENSEE wishes to license the Software for its own use, in accordance with the conditions and limitations set forth in this agreement.
The parties are interested in entering into this software license agreement for the purpose of regulating the Terms and Conditions of use of the Software.
By registering, accessing or starting to consume and use the services, including all resources and functionalities, interfaces, any content applications and associated software, or accessing any video or material made available, the LICENSEE will be accepting the entirety of the terms of use, and entering into a binding contract, which have previously been provided on our home page.
CLAUSE ONE – THE PURPOSE OF THE CONTRACT
1.1 The LICENSEE hereby contracts to provide software licensing services (the “Software” or “License“), which is intended to make 3D anatomy models available. The Software is intended as supplementary educational material and should not be used as the sole source of educational information, nor should it be used for medical advice or diagnosis of any kind.
CLAUSE TWO – THE PURCHASE
2.1 Purchases will be made by registering on the Platform indicated by the LICENSOR and/or on other sites and domain pages. For access, the LICENSEE must register with all the mandatory information requested, by creating a login and password, and is solely responsible for the information provided when registering.
2.2. The LICENSEE acknowledges that if the information provided when registering is found to be incorrect or untrue, his/her access to the other materials, support content and related services may be canceled.
CLAUSE THREE – FORM OF PAYMENT AND ACCESS
3.1 As consideration for the rights to use the Software, the LICENSEE shall pay the LICENSOR the amount offered at the time of purchase of the License.
3.2 The LICENSEE must pay the total amount of the investment, respecting the payment method chosen at the time of purchase. Some forms of payment are subject to certain fees being charged by the financial institution responsible for the transaction, and the LICENSEE must check the conditions with the institution in question, and the LICENSOR is not responsible for providing any clarification in this regard and/or bearing any fees charged.
3.3 The LICENSEE declares that he/she is aware and agrees that access is not related to the number of installments to be paid to finance the SOFTWARE, if the purchase has been made in installments, and that any installments are merely facilitating payment, and that this service may be provided in full in a period shorter or longer than the installment period.
CLAUSE FOUR – SOFTWARE LICENSING
4.1. The SOFTWARE will be granted to the LICENSEE, and its use is a prerogative that is conditioned to the fulfillment of the contractual obligations, including the full payment of the SOFTWARE, as well as the observance of the usage guidelines provided by the LICENSOR.
4.2. Licensing of the SOFTWARE is temporary, non-exclusive, non-transferable and limited to the term of the contract, exclusively for personal or business use in the context of the activities carried out.
4.3 All rights over the SOFTWARE, including intellectual property, remain exclusively with the LICENSOR, and the LICENSEE is not granted any ownership rights over it, other than the use strictly under the terms established in this contract, therefore, the LICENSEE is prohibited from assigning, transferring, sublicensing, modifying, decompiling, reverse engineering, reproducing or distributing the SOFTWARE to third parties, except with the prior and express authorization of the LICENSOR.
4.4 The LICENSOR reserves the right to suspend or revoke access to the SOFTWARE in the event of a breach of the provisions of this contract or early termination of the contract for any reason, without prejudice to other applicable measures.
4.5 Any termination of this agreement, for whatever reason, will result in the immediate revocation of the license granted for the use of the SOFTWARE and the complete withdrawal of the LICENSEE’s access to said tool, without this generating any right to indemnity or compensation.
4.6 License Modalities. The Software can be licensed in the following ways:
(i) Personal License: intended for the exclusive use of a single user, non-transferable and linked to the name and e-mail address registered at the time of purchase. This type of license allows the Software to be installed on a single computer with a Windows or macOS operating system. Example of a Personal License: individual use by students, teachers, doctors, veterinarians and other professionals.
(ii) Corporate License (with Multiple Users): intended for organizations or teams, it is non-transferable and linked to the name and email address registered at the time of purchase, but allows multiple users to access it from a single Windows or macOS computer. This modality does not authorize the installation or use of the Software on multiple different devices. Example of Corporate License: use in libraries, touch screens, digital whiteboards, anatomical table simulators, museums or computer labs in educational institutions.
4.7 Modifications and Updates. The LICENSOR may, at its sole discretion, make modifications, updates (“Updates”) and substantial improvements (“Upgrades”) to the SOFTWARE to improve its functionality and security.
4.7.1 Modifications and updates will be made available to the LICENSEE at no additional cost for the duration of the contract.
4.7.2 Upgrades, when they represent significantly new versions or additional functionalities, may be offered to the LICENSEE as a complementary service, subject to specific commercial conditions.
CLAUSE FIVE – THE DEADLINE
5.1. The SOFTWARE contract has a term of 1 (one) year, including support for the LICENSEE, counted from the acceptance of this contract and in accordance with the conditions set out in the Platform, and the suspension of the contracted period is prohibited. After the end of the term, the technical and/or didactic support provided by the LICENSOR’s specialists to the LICENSEE will be suspended. However, the license to USE the SOFTWARE will remain in force, with NO rights to support, Updates or Upgrades, and provided that the LICENSEE has fully completed the validity cycle and is subject to compliance with the contractual obligations contained in this Term.
CLAUSE SIX – OBLIGATIONS OF THE PARTIES
6.1 Obligations of the LICENSOR: In addition to the obligations provided for in the legislation and the other obligations provided for in this Agreement, the LICENSOR shall: (i.) ensure the licensing and provision of services; (ii.) offer support to the LICENSEE in accessing the content made available and (iii.) provide all the necessary infrastructure for the operation of the Software.
6.2 Obligations of the LICENSEE: In addition to the obligations provided for in the legislation and the other obligations provided for in this Agreement, the LICENSEE must: (i.) own and properly configure the necessary computer equipment and peripherals, as well as the Internet connection for downloading the Software and authenticating the License, so that the object of this Agreement can be provided; (ii.) observe the rules of conduct; and (iii.) indemnify any damages it may cause to the LICENSOR and third parties, caused by misuse of the content or non-compliance with the provisions contained in this Agreement.
6.3 Technical Support: The LICENSOR undertakes to provide technical support to the LICENSEE during the term of the contract, exclusively for issues related to the operation of the SOFTWARE, in accordance with the internal support policies available on the Platform. Therefore, the LICENSOR undertakes to provide 01 (one) year of support by e-mail (in English or Portuguese), counted from the date of acquisition of the license, always from 9:00 a.m. to 5:00 p.m. (UTC-3:00), from Monday to Friday, excluding Saturdays, Sundays and holidays.
6.3.1 Support will be provided electronically and during the business hours specified by the LICENSOR, which will endeavor to respond to any e-mail from the LICENSEE within 48 (forty-eight) working hours, with the possibility of extending this period. Problems caused by external factors, such as the LICENSEE’s infrastructure or third parties, will not be the LICENSOR’s responsibility.
CLAUSE SEVEN – CORRECT USE
7.1 For the proper use of the SOFTWARE, the LICENSEE agrees to respect Brazilian legislation and international legislation when ratified by Brazil, as well as all the provisions of this instrument.
CLAUSE EIGHT – NON-TRANSFERABLE USE
8.1. The SOFTWARE, described in the first clause above, which is the object of this contractual instrument, covers all the contents and other related services and/or products, is for the exclusive use of the party that contracted it, and the LICENSEE may not lend it, assign it, transmit it, exploit it, commercialize it or the like, without the prior and express authorization of the LICENSOR, under penalty of civil and criminal liability.
CLAUSE NINE – COMPLIANCE WITH THE GENERAL PERSONAL DATA PROTECTION LAW
9.1 The parties hereby declare that they will observe the provisions of Law 13.709/18 regulating the protection of personal data and Law 12.965/14 regulating the Marco Civil da Internet, and acknowledge that PERSONAL DATA may be reciprocally collected as a result of the execution of the object of this Authorization Agreement, and that such data will be processed strictly to guarantee its execution or to meet obligations required by the applicable data protection legal provisions.
9.2 The LICENSEE may, at any time, by sending a request to support@biosphera3d.com: (a) Access the data; (b) Request the correction of incomplete, inaccurate or outdated data; (c) Request the anonymization, blocking or deletion of unnecessary, excessive data or data processed in breach of Law No. 13.709/18 or that have been used without your authorization; (d) Request the portability of data to third parties and obtain information from the third parties with whom the data has been shared; (e) Revoke, at any time, consent to the processing of your data, in the latter case bearing sole responsibility for the impossibility of complying with the obligations and rights of this instrument, whose data is required.
CLAUSE TEN – INTELLECTUAL PROPERTY RIGHTS
10.1 The LICENSOR hereby grants the LICENSEE a non-exclusive, non-transferable, revocable and limited license to use the Software in accordance with the established conditions, in a non-exclusive manner, the acquisition of which does not transfer, under any form or pretext, the intellectual property rights over the SOFTWARE, without the right to sublicense or transfer the Software to third parties.
10.2 The LICENSEE acknowledges that all intellectual property rights, including, but not limited to, the source code, design, three-dimensional models, trademarks, logos and other content related to the SOFTWARE, belong exclusively to the LICENSOR.
10.2.1 This contract does not grant the LICENSEE any ownership rights, and is prohibited:
(i) Modify, decompile or reverse engineer the SOFTWARE;
(ii) Reproduce, distribute, sublicense, or commercially exploit the SOFTWARE without the prior and express authorization of the LICENSOR, including, but not limited to, image and/or video screenshots;
(iii) Remove or alter proprietary notices or trademarks present on the SOFTWARE.
CLAUSE ELEVEN – PENALTY FOR BREACH OF THIS CONTRACT
11.1 In addition to the other provisions of this contract and without prejudice to any other rights or remedies that the LICENSOR may have by law, in the event of a severe and documented breach by the LICENSEE of the general obligations provided for in this instrument, the offender will be subject to the payment to the LICENSOR of a fine in the amount of R$30.000.00 (thirty thousand reais), to be duly corrected from this date until the date of actual payment, according to the positive variation of the General Market Price Index – IGP-M, published by the FGV or, if extinct, the index that replaces it. The LICENSEE acknowledges that such penalty amounts represent a genuine and reasonable estimate of the damages likely to be suffered by the LICENSOR in the event of a breach of any of its aforementioned obligations.
CLAUSE TWELVE – RIGHT OF WITHDRAWAL
12.1 The LICENSEE may, within seven (07) calendar days of access being made available, exercise their right of withdrawal, as provided for in article 49 of Law 8.098/1990 (Consumer Protection Code). In this way, the LICENSEE may request the cancellation and refund of the amounts paid, by emailing support@biosphera3d.com
12.2 The cancellation request can only be made by the LICENSEE who has registered on the “Platform”, even if the LICENSEE eventually uses a third-party payment method. In the latter case, the third party may request the cancellation of the SOFTWARE provided that it proves fraud in the transaction and/or certifies that it did not authorize the use of the means of payment that it owns.
CLAUSE THIRTEEN – TERMINATION
13.1. The LICENSOR may terminate this instrument for cause, without this measure implying any type of compensation due to the LICENSEE and without prejudice to the fulfillment of the other obligations contained in this instrument, including the penalty clause, in cases of (i) Default of more than 30 (thirty) days; (ii) Failure to comply with the access rules or incurring in conduct incompatible with the SOFTWARE environment (iii) In situations in which fraudulent or illegal activities are detected, or which compromise the integrity and security of the platform and of the other LICENSEE(S), and (iv) Violation of the Software’s intellectual property rights, including with regard to the brand and visual identity.
13.2 The LICENSOR may terminate this instrument without cause, guaranteeing the LICENSEE the right to a proportional refund of the amounts already paid or exemption from the amounts due.
13.3 After the expiration of the 7 (seven) day period provided for in the right of withdrawal, the LICENSEE acknowledges that the termination of the contract will not entitle the LICENSEE to a refund of the amounts paid, since it is a software license, and the LICENSEE will have enjoyed the right to use the product and/or service during the period in which it remained active, in accordance with the provisions of this contract. If the LICENSEE chooses to request termination after the aforementioned period, no refund or return will be due, given that the services and/or products have been made fully available and the software license has been effectively granted for use.
13.3.1 The LICENSEE declares that, by signing this contract, he/she is aware that the nature of the service contracted implies the impossibility of reimbursement after the expiry of the period of regret, and that he/she may continue to use the service in accordance with the agreed conditions.
13.3.2 The LICENSEE is aware that the purchase made in installments is only a facilitation of payment and that, therefore, it does not alter the contractual obligations, which must be fulfilled, even with the termination, that is, the LICENSEE must honor the payment of the installments.
13.4 Termination for Violation of Use Limitations. If the LICENSEE exceeds the user limits defined in the contracted modality or fails to comply with the guidelines established for the use of the SOFTWARE, the LICENSOR may terminate this contract immediately, without prejudice to the applicable penalties and legal measures.
13.5 Unmotivated termination by the LICENSOR. The LICENSOR may terminate this contract without cause, provided it notifies the LICENSEE at least 30 (thirty) days in advance.
In this case, the LICENSEE will be entitled to a proportional refund of the amounts already paid for the remaining period of the contract.
CLAUSE FOURTEEN – EXCLUSION OF GUARANTEES AND LIABILITY
14.1. The LICENSEE is fully aware that the LICENSOR cannot guarantee the full operation of these channels owned by third parties, and therefore cannot be held responsible for any damages resulting from access, use, inability to use, trust or any cyber attack or invasion of the platform, resulting from interruptions, suspension, oscillations, inconsistencies, access difficulties or malfunctions, transmission of viruses, as well as other harmful elements that may produce alterations in the LICENSEE’s computer systems (software and/or hardware) or to electronic documents stored in the LICENSEE’s computer system, which result from the fault of third parties or even by unforeseeable circumstances/force majeure.
14.2. The LICENSOR may, without the consent or agreement of the LICENSEE, make any changes to the “Platform”, to websites and pages under the LICENSOR’s domain, to social networks and interaction channels, as it deems necessary for the better development of the SOFTWARE, without this causing any damage to the LICENSEE.
CLAUSE FIFTEEN – FINAL PROVISIONS
15.1. This instrument does not imply the constitution of any type of company, association, foundation or mandate of representation between the parties, nor does it establish any joint and several liability, each party being individually liable to third parties for its obligations.
15.2 Even in the event that any part of this contractual instrument is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15.3 The LICENSOR may, at its sole discretion at any time, change the terms of this agreement, effective immediately, under the terms of item 15.8 of this agreement.
15.4 Tolerance on the part of either party of the other’s failure to comply with the obligations assumed in this instrument, their non-requirement or the non-application of the respective penalty shall not imply waiver or exemption of the obligation or its penalty, nor shall it imply novation.
15.5 All notifications and communications from the LICENSEE to the LICENSOR are considered effective, for all purposes, when they are addressed to the following e-mail address: support@biosphera3d.com
15.6 Assignment. This contract, as well as the rights and obligations arising from it, may not be assigned or transferred by the LICENSEE without the prior express written authorization of the LICENSOR. The LICENSOR, in turn, may assign or transfer the rights and obligations of this contract to third parties, provided that such assignment does not prejudice the LICENSEE’s rights hereunder.
15.7 Notices and Communications. All notifications, communications and notices between the parties shall be made by electronic means, using the addresses registered by the parties at the time of contracting. Such communications shall be deemed valid and effective as long as they are received at the e-mail address indicated. Any change in the LICENSEE’s e-mail address must be communicated to the LICENSOR at least 5 (five) working days in advance, otherwise the notifications sent to the original address will not be considered.
15.8 Changes to the Agreement and the SOFTWARE. The LICENSOR may alter the provisions of this contract and the functionalities of the SOFTWARE for legal adjustments, technical or design improvements, provided that such alterations do not prejudice the LICENSEE’s acquired rights. Any contractual changes will come into force immediately after publication on the LICENSOR’s portal or formal notification to the LICENSEE.
CLAUSE SIXTEEN – LEGISLATION AND CHOICE OF FORUM
16.1. This instrument will be governed, interpreted and executed in accordance with the laws of the Federative Republic of Brazil, regardless of the conflicts of these laws with the laws of other states or countries, with the jurisdiction of the Court of Bragança Paulista/SP, in Brazil, to settle any doubts or disputes arising from this contract. The LICENSEE expressly consents to the jurisdiction of this court and hereby waives the jurisdiction of any other court, however privileged it may be.