Prosperi PPMFast Online Service Terms

SUBSCRIBER declares that has read and agrees with this Prosperi PPMFast Online Service Terms as follows.

 Definitions

When used in this document and in each related document, the capitalized terms listed in this clause shall have the following meanings:

• Product means the software Prosperi PPMFAST Online itself and/or its license of non-exclusive use;
• SUBSCRIBER means either entity or individual person who has subscribed license for the use of the Product;
• Setup Services means the services provided by PROSPERI to install and allow SUBSCRIBER access and use the Product.
• Subscription Services means the license granted by PROSPERI to SUBSCRIBER to use the Product for a limited time.
• Subscription Period means the duration of time SUBSCRIBER is allowed to use the Product, starting on the date Subscription Services are available to SUBSCRIBER’s usage and lasting for one (1) year as of such date.
• Additional Services means the services other than Setup Services and Subscription Services that PROSPERI may render to SUBSCRIBER such as Remote Parametrization Consulting, Technical support to Subscription Services users (except for technical support for non-availability), On-site Consulting and Trainings (Managing Projects with PPM, Using Projects with PPM and Handling PPM).
• Services means all the services, totally or partially rendered by PROSPERI to SUBSCRIBER including Setup Services, Subscription Services and, if any, Additional Services.

Rights in Product and Ownership

• PROSPERI warrants that owns the Product and has copyright and other intellectual property rights on it.
• SUBSCRIBER acknowledges that PROSPERI is the sole owner of all rights, title and interests on the Product, including all intellectual property rights such as copyright, trade mark and patent rights and the marks PROSPERI and PPMFast Online, that are and shall remain always the property of PROSPERI.
• SUBSCRIBER further acknowledges that is not authorized to reproduce or modify any copy of the Product nor authorize any other party to do so. In no event shall SUBSCRIBER reverse engineer, translate, decompile or disassemble the Product.

SUBSCRIBER’s Obligations

• SUBSCRIBER shall acquire and maintain Services through an authorized Reseller within its region. If PROSPERI discontinue doing business with such Reseller then SUBSCRIBER must choose another Reseller. If there isn’t authorized Reseller within its region SUBSCRIBER deals directly with PROSPERI.
• Users Access. SUBSCRIBER shall ensure that equipment of its users will meet Microsoft requirements for using Project Online. SUBSCRIBER will configure its firewalls and proxy server’s sites to enable such access and to allow users to install the required software on the client machines.
• Additional Users. SUBSCRIBER may request the configuration for new users at any time, indicating the quantity of desired users by category "Essentials", "Professional" and/ or "Premium". Payment for the new users shall be calculated pro rata number of balance days to the end of the Subscription Period.
  • PROSPERI and Reseller are allowed to access SUBSCRIBER system to verify if the quantity of users corresponds to the quantity contracted by category "Essentials", "Professional" and/or "Premium". If the detected quantity of users is beyond the contracted quantity, SUBSCRIBER shall pay for the additional users, pro rata number of remaining days to the end of the Subscription Period.
• Property Rights Violation. SUBSCRIBER is obliged not to sell, rent, lend, assign or in any way violate intellectual property rights of PROSPERI and declares full knowledge that such acts will cause judicial response. In such case the limitation of liability under clause 5.0 (five) shall not benefit SUBSCRIBER.
• Account Protection. SUBSCRIBER must keep confidential the authentication credentials associated with SUBSCRIBER’s access and use of Product. SUBSCRIBER must promptly notify SUBSCRIBER support about any actual or possible incident related to the subscription.

PROSPERI’s Obligations

• Technical support. PROSPERI shall keep available an e-mail address and a phone number to render technical support to SUBSCRIBER, on weekdays and business hours, in relation to issues of availability and performance of the services offered by Microsoft.
• Microsoft Licensing. PROSPERI will provide the subscription of Microsoft services, if so acquired together with PPMFast Online, in accordance with the document "Microsoft Cloud Agreement", available on the link https://msdn.microsoft.com/en-us/partner-center/agreements , which terms SUBSCRIBER declares its total agreement.
• New features. PROSPERI may deploy, during SUBSCRIBER environment maintenance schedule, at commercial time agreed by the parties and without charge to SUBSCRIBER, new features that are built into the PROSPERI PPMFast Service Online, if compatibles to the Subscription Services hereunder.
  • If there is any kind of technical incompatibility between the new feature and the Project Online SUBSCRIBER's environment, caused by settings, customizations or any other reason, PROSPERI shall have no obligation to perform its deployment and may submit a specific business proposal to render such service.
• Subscription services availability. PROSPERI shall keep available Subscription Services during 24 hours a day 7 days a week, except: (i) during planned interruption (SUBSCRIBER will be notified by PROSPERI with at least 8 hours in advance via email, or notice in System, or by the support website, and that will be scheduled as far as possible to occur during the weekend of 6:00 pm (Brasília time) Friday until 3:00 am (Brasilia time) of Monday, or (ii) any unavailability caused by unforeseeable circumstances or force majeure, actions of Government, floods, fires, earthquakes, civil conflicts, acts of terrorism, strikes or labor issues (except those involving PROSPERI staff), faults or delays of the Internet service provider.

Limitation of Liability

• IN NO EVENT WILL EITHER PARTY BE LIABLE FOR any indirect, consequential, incidental, punitive or special damages sustained by the OTHER PARTY in connection with or arising out of the Services PROVISION, whether based on breach of contract, tort (including negligence), product liability, or otherwise, EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN THE PRIOR KNOWLEDGE OF EITHER PARTY, WARNED OR NOT.
• EACH PART’s entire liability and THE other PART’S sole and exclusive remedy for direct damages from any cause relating to or arising out of the Services provision, regardless of the form of action, whether breach of contract, tort (including negligence), product liability, or otherwise, will not exceed in the aggregate the charges actually paid by SUBSCRIBER for the Services within the relevant Subscription Period which is the subject matter of or directly related to the action asserted.
• SUBSCRIBER (or Reseller) shall have no right to refund, credit or other compensation for interruption of Subscription Services due to lack of third-parties resources, such as continuous internet and API services provision.
• Whereas the Product interacts with third-party resources, such as Microsoft services and internet providers, PROSPERI shall not be responsible for interruptions caused by possible fails on such third-party resources and SUBSCRIBER (or Reseller) shall have no right to refund, credit or other compensation due to such fails.

Effectiveness and Termination

• The Subscription Services shall be in effect for the Subscription Period. For each renewal of the Subscription Period the terms of this document in effect at the beginning of the period renewed shall prevail. PROSPERI will keep this document available in its site.
• During the Subscription Period, the Subscription Services may be terminated by either party in the event of a material breach by the other party of any of its obligations and if the other party fails to remedy such breach within thirty (30) days of written notice thereof. The non-breaching party may terminate Subscription Services immediately.
• Subscription Services may be terminated at Subscriber sole discretion, during any Subscription Period, subject to (i) no refund for any amounts already paid for the Services, and (ii) the immediately payment for any Additional Services, eventually rendered and not yet paid.
• If subscription is terminated, suspended or cancelled, in whole or in part, due to reasons not ascribable to PROSPERI, neither SUBSCRIBER nor RESELLER shall be refunded for amounts paid for the Services.

Circumstances Beyond Control of the Parties

• Except for the obligation to make payments, neither party shall be liable for any failure or delay in its performance under this document due to any cause beyond its reasonable control, including acts of war, acts of God, acts of terrorism, earthquake, flooding, embargo, riot, sabotage, labor shortage or strike, acts of the public authorities or failure of the Internet (not as a result the party actions or omissions), provided that the defaulting party (i) gives notice of such fail’s cause to the other party and (ii) use its best efforts to promptly correct this fail or delay in its performance.
• Either party may terminate its obligations under this document upon written notice to the other party, if the performance of any obligation (to be performed by either party hereunder) is suspended, pursuant to the provisions of clause above, for a period of ninety days or longer.

General Conditions

• Headings and Captions. All paragraph headings and captions used herein are for the convenience of the parties only and will not be part of the text, or affect the meaning of this document.
• Non-Waiver. The failure of either party, in one or more instances, to insist upon the performance of any term or condition or to exercise any right or remedy available to such party, will not be construed as a waiver by such party of the right to insist upon the performance or exercise of any right or remedy now available or which may arise in the future.
• Law and Settlement. The rights and duties in this document or in any other related to the Services are governed by the laws of the Federative Republic of Brazil. Any controversy or claim arising out of or relating to the Services shall be settled by arbitration in accordance with rules of the ARBITRATION AND MEDIATION CENTER OF THE CHAMBER OF COMMERCE BRAZIL-CANADA, Rua do Rócio, 220 - 12º andar - cj. 121 - São Paulo - SP - Brasil - tel. +55 (11) 3044 4535, www.ccbc.org.br. The language of the arbitration shall be Portuguese. The award of the arbitration shall be final and binding and the parties waive any right of appeal to any court of law.
• Effectiveness. If any of the provisions of this document be deemed illegal, invalid or ineffective, all the other provisions not affected by such judgment will remain in full force and effect, committing the parties, in good faith, to replace the affected provision for another, as best as possible, to produce the same effect intended by the original clause.
• Relationship. The party’s relationship in this document is exclusively commercial relationship and leave no margin to any different interpretation of this, such as partnership, joint venture, association, agency or any other form of relationship.
• Cooperation. SUBSCRIBER acknowledges that SUBSCRIBER provision of timely access, assistance, cooperation, data and other information complete and accurate are essential to PROSPERI provision of the Services and that PROSPERI shall not be liable for any deficiency in the execution of the Services if such deficiency is caused by lack of cooperation from SUBSCRIBER and/or SUBSCRIBER.
• Hiring of Employees. During the Subscription Period and for one (1) year after its termination, each party agrees not to hire any employee of the other party, directly or indirectly, except if the employment results from selection process disclosed publicly.