End-User License Agreement ("Agreement") ======================================== Our EULA was last updated on June 22, 2022. Definitions =========== Whenever used in this Agreement the following terms shall have the meaning ascribed to them below. Other capitalized terms used in this Agreement are defined in the context in which they are used and shall have the meanings ascribed therein. The terms defined in this Agreement include the plural as well as the singular. * Agreement means this End-User License Agreement between You and the Company regarding the use of the Application. * Application means the software program provided by the Company downloaded by You to a Device, named Cute Server Lite, Standard, Business or Enterprise, SDKs and Product Keys if applicable. * SDK (referred to as either "SDK" or "Software Development Kit") means the collection of software programs and source code that allows building of client applications that interacts with Server and object code in the form of dynamic shared objects that are loaded by Server at runtime. * Product Key is a software-based key that allows Application to verify that it has been properly licensed and that the copy of the Application is original. * Company (referred to as either "the Company", "Licensor", "We", "Us" or "Our" in this Agreement) refers to Glauco Oaklonde de Campos Pacheco . * Device means any device that can access the Application such as a computer, a cellphone ("smartphone") or a digital tablet. * You (referred to as either "You" or "Customer" in this Agreement) means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable. * "Effective Date" means the date Customer begins using the Application. * "Initial Term" means the initial period during which Customer is obligated to pay for the Service equal to the billing frequency selected by Customer during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter). Acknowledgment ============== By clicking the "I Agree" button, downloading or using the Application, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not click on the "I Agree" button, do not download or do not use the Application. This Agreement is a legal document between You and the Company, and it governs your use of the Application made available to You by the Company. The Application is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement. License ======= Scope Of License ---------------- Subject to the provisions of this Agreement as well as the payment of all applicable license fees for the term of such license, Licensor grants Customer and Customer accepts a revocable, limited, personal, non-exclusive, non-transferable, non-assignable license to download, install and use the Application strictly in accordance with the terms of this Agreement. The license that is granted to You by the Company is solely for your personal, internal, non-commercial purposes strictly in accordance with the terms of this Agreement. License Restrictions -------------------- You agree not to, and You will not permit others to: (i) license, sublicense, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, resell, transfer, or otherwise commercially exploit the Application or make the Application available to any third party; (ii) Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Application; (iii) modify or make derivative works based upon the Application; or (iii) reverse engineer or use the Application in order to (a) build a competitive product or service, (b) build a product using similar ideas, features or functions of the Application, or (c) copy any ideas, features or functions of the Application. Customer may copy the Application only in so far as strictly necessary for the intended use of the Application. Customer explicitly agrees that in the foreseeable future the intended use of the Application does not require copies of the Application other than for archival and/or backup purposes. Intellectual Property ===================== The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Application is used or licensed. Customer will not take any action that jeopardizes Licensor’s proprietary rights or acquire any right in the Application. Licensor will own all rights in any copy, translation, modification, adaptation, or derivation of the Application or other items of Confidential Information, including any improvement or development thereof. Company shall exclusively own all right, title, and interest, including all related Intellectual Property Rights, in and to the Company Technology, the Content and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any other party relating to the Application. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Application, the Company Technology or the Intellectual Property Rights owned by Licensor. Licensor’s name, Licensor’s logo, and the product names associated with the Application are trademarks of Licensor or third parties, and no right or license is granted to use them. Customer shall not and shall not permit its Affiliates or any third party to translate, reverse engineer, decompile, recompile, update, or modify all or any part of the Application or merge the Application into any other software. Updates to the Application ========================== The Company may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications. Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to You. You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement. Maintenance and Support ======================= The Company does not provide any maintenance or support for the download, installation, configuration and use of the Application up to the maximum extent permitted by applicable law. Charges and Payment of Fees, Billing and Renewal ================================================ Customer shall pay all fees or charges in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total subscription licenses requested times the subscription license fee currently in effect. Payments must be made in advance. All amounts paid are nonrefundable. Customer is responsible for paying for all subscription licenses ordered for the entire License Term, whether or not such subscription licenses are actively used. Company reserves the right to modify its fees and charges at any time. Company charges and collects in advance for use of the Application. The renewal charge will be equal to the then-current number of total subscription licenses times the then-current subscription license fee in effect. Cute SDKs are available without requiring Customer to pay any fee or charges to Company. All other Server Editions (Startup, Business and Enterprise) require a valid, active subscription to be used. Customer may distribute object code in the form of dynamic libraries or linked static libraries from Cute Client SDK in any of its products without requiring Customer to pay any fee or charges to Company. Upon successfully purchasing a subscription, Customer will recieve via email a Product Key tied to the purchase, edition and Customer. Customer agrees that any received Product Key is part of Application and is subject to all terms in this Agreement. Customer may, in its sole discretion, evaluate Cute Server Startup, Business and Enterprise Editions for up to 30 consecutive days without requiring Customer to pay any fee or charge to Company for Customer to download, install and use the Application. During the evaluation period of 30 consecutive days, Customer may run, at any given time in the consecutive 30 day period, a single instance of Cute Server from any of the available paid Cute Server Editions (Startup, Business and Enterprise). The evaluation must be performed in a virtual machine provisioned in either one of the Services marketed by Amazon Web Services, Inc. as "Elastic Compute Cloud" and "Lightsail virtual server". "Elastic Compute Cloud" and "Lightsail virtual server" are products from Amazon Web Services, Inc. and require Customer to have an account with Amazon Web Services, Inc. in order to be used and that process requires Customer to accept Amazon Web Services, Inc. terms and conditions. Customer must perform a single free trial on a single Amazon Web Service account tied to Customer. If Customer has more than one account with Amazon Web Services, Inc., Customer must choose a single account to be used for a single free trial period of up to 30 consecutive days. Free trials require what is marketed by Amazon Web Services, Inc. as "Instance Metadata Service" to be available on the provisioned virtual machine instance where Cute Server Startup, Business or Enterprise Editions will be installed and evaluated. Customer agrees that the free trial period is up to 30 consecutive days and that Company may terminate any free trial offer at any time without notification. Customer expressly understand and agree that it is Customer's sole responsibility to pay for any fees, taxes or charges that may apply for provisioning infrastructure with or using any service of Amazon Web Services, Inc. to evaluate Cute Server, including data transfer charges, that Amazon Web Services, Inc. may charge Customer. Termination upon Expiration =========================== This Agreement commences on the Effective Date. For Cute SDKs, the term is indefinite and may be terminated at any time in Company’s sole discretion. In the case of SDKs and for paid subscriptions, termination is effective only upon the expiration of the then current License Term. For all other editions, the Initial Term will be as Customer elects during the online subscription process or as otherwise mutually agreed upon in an Order Form, commencing on the date Customer agrees to pay for the Application by completing the online subscription form, or on the start date of the Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive terms at Company’s then current fees. This Agreement shall remain in effect until terminated by Customer or the Company. The Company may, in its sole discretion, at any time and for any or no reason, terminate this Agreement with or without prior notice. Termination is effective only upon the expiration of the then current License Term. This Agreement will terminate immediately, without prior notice from the Company, in the event that Customer fail to comply with any provision of this Agreement. Free trials may be terminated at any time in Company's sole discretion and may be terminated without any notice. Upon termination of this Agreement, Customer shall cease all use of the Application and delete all copies of the Application from Customer's Devices. Termination of this Agreement will not limit any of the Company's rights or remedies at law or in equity in case of breach by Customer (during the term of this Agreement) of any of your obligations under the present Agreement. The Cute server Lite edition is no long offered by Company. Company, at its sole discretion, terminated the Agreement regarding the Cute server Lite edition. Customers must cease all use of the Cute server Lite edition and must delete all copies of the Cute server Lite edition from Customer's Devices. Indemnification =============== You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party. No Warranties ============= The Application is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components. Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. Internet Delays =============== Company's Application and services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Company is not responsible for any delays, delivery failures, or other damages resulting from such problems. Limitation of Liability ======================= Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Application to use it in the then-current term. To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. Severability and Waiver ======================= Severability ------------ If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Waiver ------ Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach. Local Laws and Export Control ============================= Application uses software and technology that may be subject to U.S. export controls administered by the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. Customer acknowledges and agrees that the software and Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries which the United States, Switzerland, and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Customer agrees to comply strictly with all U.S., Swiss, and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. The software and Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000 Company and its licensors make no representation that the Application is appropriate or available for use in other locations. Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to U.S., Swiss, or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Application, is or will be used for nuclear activities, chemical, or biological weapons, or missile projects, unless specifically authorized by the U.S. government or appropriate European body for such purposes. Changes to this Agreement ========================= The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company. By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Application. Assignment; Change in Control ============================= This Agreement may not be assigned by Customer without the prior written approval of Licensor but may be assigned without Customer’s consent by Licensor to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of Customer that results or would result in a direct competitor of Licensor directly or indirectly owning or controlling 50 percent or more of Customer shall entitle Licensor to terminate this Agreement for cause immediately upon written notice. Entire Agreement ================ The Agreement constitutes the entire agreement between You and the Company regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between You and the Company. You may be subject to additional terms and conditions that apply when You use or purchase other Company's services, which the Company will provide to You at the time of such use or purchase. Governing Law ============= The laws of Brazil, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Contact Us ========== If you have any questions about this Agreement, You can contact Us by sending us an email: .