Sip End User License Agreement
This End User License Agreement (the “Agreement”) is a binding agreement between you (“End User”,“you” or“your”) and The Olá Brothers LDA (“Company”, “we”, “us” or “our”). This Agreement governs the relationship between you and us, and your use of the Company’s Sip for Mac software application (“Software”). Throughout this Agreement, End User and Company may each be referred to as a “Party” or collectively, the “Parties”.
If you are using the Software on behalf of your employer or other entity (an “Organisation”) for whose benefit you utilise the Software or who owns or otherwise controls the means through which you utilise or access theSoftware, then the terms “End User”, “you”, and “your” shall apply collectively to you as an individual and to the Organisation. If you use, or purchase a license or to, the Software on behalf of an Organisation, you hereby acknowledge, warrant, and covenant that you have the authority to 1) purchase a license to theSoftware on behalf of the Organisation; 2) bind the Organisation to the terms of this Agreement.
By downloading, installing, accessing, or using the software you: (a) affirm that you have all of the necessary permissions and authorisations to access and use the software; (b) if you are using the software pursuant to a license purchased by an organisation, that you are authorised by that organisation to access and use the software(c) acknowledge that you have read and that you understand this agreement; (d) represent that you are of sound mind and of legal age (18 years of age or older) to enter into a binding agreement; and (e) accept and agree to be legally bound by the terms and conditions of this agreement.
If you do not agree to these terms, do not download, install, access, or use the software. if you have already downloaded the software, delete it from your computing device.
Changes to this agreement
We reserve the exclusive right to make changes to this Agreement from time to time. Your continued access to and use of the Software constitutes your agreement to be bound by, and your acceptance of, the terms and conditions posted at such time. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you load, access, or use the Software. Therefore, we encourage you to review this Agreement regularly.
If, within thirty (30) days of us posting changes or amendments to this Agreement, you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of your withdrawal to the email address provided in Section 25 herein. Upon providing us with the written notice of the withdrawal of your acceptance, you are no longer authorised to access or use the Software and you must delete it from your computer (a “Computing Device”).
1. License Grant.
Subject to the terms of this Agreement and, if applicable, those terms provided in the LicenseAgreement,Company grants you a limited, non-exclusive, perpetual, revocable, and non-transferable license to:
(a) download, install and use the Software on one (1) Computing Device per single user license that you have purchased and been granted. If you have multiple Computer Devices in which you wish to use theSoftware, you agree to acquire a license for the number of devices you intend to use;
(b) access, view, and use on such Computing Device the End User Provided Materials (as defined inSection 5)made available in or otherwise accessible through the Software, strictly in accordance with thisAgreement, and any other terms and conditions applicable to such End User Provided Materials as set forth in Section 5;
(c) install and use the trial version of the Software on any number of Computing Devices for a trial period of fifteen (15) unique days after installation.
(d) receive updates and new features that become available during the one (1) year period from the date on which you purchased the license to the Software.
Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant ofRecord for all our orders. Paddle provides all customer service inquiries and handles returns.
3. License Restrictions. You shall not:(a) copy the Software, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, oft he Software or any of its parts; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any of its parts; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available theSoftware or any features or functionality of the Software, to any third party for any reason, including by making the Software available on a network where it is capable of being accessed by any third party who is not expressly granted a license to the Software by Company;
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copyright protection, rights management or security features in or protecting the Software;
(g) use the trial version on the Computing System where the trial version was previously installed or where the trial period expired;
(h) install or use the Software on a greater number of Computing Systems than the number of devices your license have purchased and have been granted;
(i) allow the number of activations to exceed the number you have purchased; or
(j) be entitled to any compensation from the Company.
4. Use of the Software; Account Security.
(a) Company is not a provider of hardware or equipment. accordingly, company is not responsible for any hardware or equipment that you may utilise in connection with the software.
(b) You are responsible and liable for all uses of the Software it licenses pursuant to this Agreement, including any unauthorised uses due to loss, theft or unauthorised distribution of the Software. Specifically, and without limiting the generality of the foregoing, you are responsible and liable for all actions and failures to take required actions with respect to the Software by its authorised users or by any other person to whom you provide access to or use of the Software and/or documentation, whether such access or use is permitted by orin violation of this Agreement.
(c) The Software is intended as a tool to assist in collecting, organising and sharing colours, and may only be downloaded from our website (www.sipapp.io) or (www.setapp.com).
(d) You must lawfully acquire the Software from us of Setapp, otherwise you do not have a right to use theSoftware.
(e) To utilise the Software, you may be required to register your license key with the Company. TheCompany may further require you to set up a unique user profile and create a unique, individual user account (an“Account”) to which the Software is registered.
(f) If available and applicable, to create your Account and generally use the Software, you may be asked to provide us with at least the following information (along with any fields or data marked as mandatory as part of the Account creation process):
- (i) your first and last name;
- (ii) your primary email address;
- (iii) your primary telephone number;
- (iv) your physical and mailing address(s);
- (v) your credit card information
- (vi) if applicable, the organisation you work for, or are affiliated with, and in connection with which you are utilising the Software; and
- (vii) if applicable, your role or title in the organisation.
(g) You may be able to download, access, and utilise the Software on a provisional or limited basis, for a limited time, without creating an Account or registering your copy of the Software.
(h) If you purchase the Software on behalf of an individual third person, such party must accept the terms of this Agreement before using the Software.
(i) We reserve the right, at any time to require you to purchase a license key, create an Account and/or register your copy of the Software to continue your use of the Software.
(j) We expressly reserve the right to block a license key from future use where the number of device activations or users exceed the number of devices allowed. Furthermore, we have the right to disable your copy of he Software, your Account, or your license key at any time if, in our sole opinion, you have violated any provision of thisAgreement or if your continued use of the Software may cause harm to Company or to any other third party.
(k) You are responsible for keeping your Account and password information secure. You agree to notify us immediately of any unauthorised access to or use of your Account, license key, user name, information, or password or any other breach of security. You also agree to exit from your Account at the end of each session. You should use particular caution when accessing your Account so as not to provide third parties with Account license key credentials.
(l) You acknowledge and agree that certain functionality and features of the Software may be dependent upon factors outside of our control, including but not limited to your Computing Device, the operation of third party provided hardware and network services.(m) Some of the software’s features rely on third party communications networks and technology, accordingly, the software may experience occasional failures or delays in the delivery or receipt of properly sent information or data.
(n) We reserve the right to change, suspend, disable, or delete any features or functionality of the Software at any time and without notice.
5. Intellectual Property.
(a) All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the good will associated there with, derivative works and all other rights (collectively, “Intellectual Property Rights”) that are part oft he Software that are otherwise owned by Company shall always remain the exclusive property ofCompany (or of its suppliers or licensors, if and when applicable). Nothing in this Agreement grants you (or any Organisation) a license to Company’s Intellectual Property Rights.
(b) You agree that this is Agreement conveys a limited license to use Company’s Intellectual Property Rights, solely as part of the Software (and not independently of it), and only for the effective Term of the license granted to you hereunder. Accordingly, your use of any of Company’s Intellectual Property Rights independently of the Software or outside the scope of this Agreement shall be considered an infringement of theCompany’sIntellectual Property Rights. This shall not limit, however, any claim the Company may have for a breach of contract in the event you breach a term or condition of this Agreement. You shall use the highest standard of care to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorised access. Except as expressly granted in this Agreement, Company reserves and shall retain all rights, title, and interest in the Software, including all copyrights and copyrightable subject matter, trademarks and trademark able subject matter, patents and patentable subject matter, trade secrets, and other intellectual property rights, registered, unregistered, granted, applied-for, or both now in existence or that may be created, relating to the thereto.
(c) You (or the Organisation, if and as applicable) shall retain ownership of all IntellectualProperty Rights in and to the work products that you create through or with the assistance of the Software.
6. End User Provided Materials.
(a)You acknowledge and agree that Company is not responsible for the accuracy, completeness, correctness, timeliness, validity, copyright compliance, legality, decency, formatting, quality, availability, or any other aspect of materials, information of data uploaded or input into the Software by you directly, or that is collected through the operation of the Software (collectively, the “End User Provided Materials”). Company does not assume and expressly disclaims any and all liability or responsibility to you or any other person or entity for any enduser provided materials.
7. Compliance Measures.
(a) You acknowledge and agree that Company and its subsidiaries may collect and use technical and related information in order to improve Company’s products or to provides services or technologies. Company and any subcontractors to whom your data is provided shall maintain a commercially reasonable data security program, which shall include reasonable and appropriate technical, organisational and security measures against the destruction, loss, unauthorised access or alteration of data in the possession of Company or its subcontractors, and which shall be (i) no less rigorous than those maintained by Company for its own information of a similar nature, and(ii) no less rigorous than typical security standards in the industry. (b) The Software may contain technological copy protection or other security features designed to prevent unauthorised use of the Software, including features to protect against any use of the Software that is prohibited under Section 2. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features. Any violation of this Section 6(b) by you shall be considered a breach of thisAgreement. (c)You acknowledge and agrees that Software is “seeded” with code and/or content features as a way to ensure compliance with this Agreement and Company’s Intellectual Property Rights; such compliance mechanisms will not negatively impact your usability of the Software.
(a) Company may, from time to time, in its sole discretion, develop and provide upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation,“Updates”). Updates may also modify or delete in their entirety certain features and functionality.(b) Company does not guarantee that Updates will be made or provided, and Company has sole discretion as to the type, scope, or timing of Updates, or whether or not to issue them. Accordingly, you agree thatCompany has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality, and expressly disclaims any liability for not doing so.(c) You further agree that all Updates will be deemed Software, and related documentation will be deemed Updates.All Updates shall be deemed Software, and Updates shall be subject to all terms and conditions of this Agreement.(d) Your purchased license to the Software grants you the right to receive Updates (if and whenCompany makes them available) at no additional cost for one (1) year from the date of your license purchase.Thereafter, the Company shall have no obligations to provide any further Updates to you, and you must purchase a new license to receive future Updates.
9. Third Party Materials.
The Software may display, incorporate the use of, include or make available third-party content(includingdata, information, applications, and other products, services, and/or materials), software, orservices (“ThirdParty Materials”). You acknowledge and agree that Company is not responsible for Third PartyMaterials, includingtheiraccuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, orany otheraspect thereof. Company does not assume and will not have any liability or responsibility to you orany otherperson or entity for any third-party materials. Third Party Materials and links are provided solelyas aconvenience to you, and you access and use them entirelyat your own risk and subject to such third parties’ terms and conditions.
10. Term and Termination.
(a) The term of Agreement (the “Term”) commences when you download the Software and will continue ineffectuntil terminated by you or by Company as set forth in this Section 9. This Agreement will also beterminated bytermination of the License Agreement.
(b) You may terminate this Agreement by deleting the Software and all copies from your ComputingDevice.
(c) Company may terminate this Agreement without any notice if you violate any of the terms andconditions ofthis Agreement.
(d) Upon termination: all rights granted to you under this Agreement will be terminated; and you mustcease alluse of the Software and delete all copies of the Software from your Computing Device.
(e) Termination will not limit any of Company’s rights or remedies at law or in equity.
(a) Company represents and warrants that it has the proper rights and authority to grant the licenseto you toutilize the Software.
(b) You represent, warrant, and covenant that:
(i) you shall at all times comply with applicable laws, regulations, and government directives inyour use ofthe Software;
(ii) if you are accessing or using the Software on behalf of an Organization, you have obtained allrequiredpermissions and authorizations that may be necessary from the Organization in order to use theSoftware and EndUser Provided Materials;
(iii) all End User Provided Materials that you input or upload to the Software are either owned byyou, or havebeen lawfully obtained by you, and that you have all of the necessary authorizations from theappropriate partiesto possess, view, access, and upload such End User Provided Materials (and, if applicable, to sharethem withother End Users); and
(iv) your use of the Software does not and will not conflict with, or infringe upon, the rights ofthe Company,the Organization (if applicable), or any third party.
12. Disclaimer of Warranties.
(a) except for the warranties provided in section 10(a), the software is provided to you “as is” andwith allfaults and defects without warranty of any kind. to the maximum extent permitted under applicablelaw, company, onits own behalf and on behalf of its affiliates and its and their respective licensors and serviceproviders,expressly disclaims all warranties, whether express, implied, oral, statutory or otherwise, withrespect to thesoftware, including all implied warranties of merchantability, fitness for a particular 9 purpose,title andnon-infringement, and warranties that may arise out of course of dealing, course of performance,usage, or tradepractice. without limitation to the foregoing, company provides no warranty and makes norepresentation of anykind that the software will meet your requirements, achieve any intended results, be compatible orwork with anyother software, softwares, systems or services, operate without interruption, meet any performanceor reliabilitystandards, be error free, or that any errors or defects can or will be corrected.
(b) company does not manufacture or provide any hardware, devices, or equipment of any kind.accordingly, companymakes no representations and disclaims any and all warranties in connection with any type of device or equipment with which you may utilise the software.
(c) company makes no representations and provides no warranties of any kind as to the accuracy,completeness,appropriateness, reliability, timeliness, usability, availability, or any other quality, of any enduser provided materials in utilising the software.
13. Limitation of Liability.
(a) to the fullest extent permitted by applicable law, in no event will company or its affiliates, or any of its or their respective licensors or service providers, have any liability arising from or related to your use of (or inability to use) the software or any associated services for personal injury, wrongful death, personal or professional negligence, property damage, loss of data, loss of goodwill, breach of privacy, unauthorised access of your data by third parties, loss of data, business interruption, computing device failure or malfunction or any other consequential, incidental, indirect, exemplary, special, or punitive damages;
14. Additional Disclaimers and Limitations of Liability.
In no event shall company be liable to you or any third party for any damages whatsoever that arise out of, or that are in connection with an end user’s use of (or interaction with) the services of any third party, whether through or in connection with the software or otherwise.
You agree to indemnify, defend and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: i) your use or misuse of theSoftware; ii) your failure to comply with any applicable law, regulation, or government directive; iii) your breach of this Agreement; or iv) your agreement or relationship with an Organisation (if applicable) or any third party. Furthermore, you agree that the Company assumes no responsibility for the information or content you submit or make available through this Software or the content that is made available to you by third parties.
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
17. Limitation of Time to File Claims.
Any cause of action or claim you may have arising out of or relating to this agreement or the software must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
18. Entire Agreement.
This Agreement contains the entire agreement between you and Company with respect to the Software and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Software.
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under this Agreement shall operate as a waiver of that right or power. Nor shall any single or partial exercise of any right or power under this Agreement preclude further exercise of that or any other right granted herein. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of thisAgreement shall govern.
20. No Employment or Agency Relationship.
No provision of this Agreement, or any part of relationship between you and Company, is intended to create nor shall they be deemed or construed to create any relationship between you and Company other than that of and end user of the Software and services provided.
21. Equitable Relief.
You acknowledge and agree that your breach of this Agreement would cause Company irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which Company may be entitled, you acknowledge and agree that we may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement.
The headings in this Agreement are for reference only and shall not limit the scope of, or otherwise affect, the interpretation of this Agreement.
23. Geographic Restrictions.
The Company is based in Portugal and provided for access and use primarily by persons located in Portugal, and is maintains compliance with Portugal laws and regulations. If you purchase the Software and/ or use it from outside the Portugal, you are solely and exclusively responsible for compliance with local laws.
24. Comments, Concerns and Notifications.
The Software is operated by The Olá Brothers LDA. All feedback, comments, requests for technical support and other communications relating to the Software should be directed to: firstname.lastname@example.org