License agreement

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The use of Meight Technologies, S.A.’s (“Meight”) products and services is governed by the General Agreement and the following terms and conditions, which, with other terms contained in web links listed below, are an agreement between you and Meight. You should review this entire non-exclusive License, including any linked terms, because all the terms are important and create this agreement that applies to you. You can review linked terms by pasting the applicable link into your browser window.

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I. Terms.

By using the products and services, you agree to all these terms and consent to the transmission of certain information during your use of the software pursuant to the Privacy Statement linked below in this Supplement. If you do not accept and comply with these terms, you may not use the services, software or their features.

1. Use Rights: The software is licensed, not sold. Your non-exclusive right to use the service/software is determined in the General Agreement, which may be extended. The use of Meight products and services is only admissible while the General Agreement is in force, solely by use of the devices which were made available to you by Meight. This Use Right expressly excludes any assignment of the rights granted to a third party, at any title.
2. Reservation of Rights and Feedback: All Intellectual Property Rights contained or implied by the products and services are owned solely by Meight and are not being licensed as an effect of this license agreement for the use of Meight’s products and services. Except as expressly provided, Meight does not grant you a license or any other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by Meight or any related entity, including but not limited to any name, trade dress, logo or equivalents. If you give to Meight any idea, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements (“Feedback”), you give to Meight, without charge, royalties or other obligation to you, the right to make, have made, create derivative works, use, share and commercialize your Feedback in any way and for any purpose.
3. Using the products and services: To protect your account, keep your account details and password confidential. You are responsible for all activity that occurs under your account log-in information. When there’s something we need to tell you about our products and services, we might send you notifications through the dashboard. Customer support is available, send us an email if you have doubts. If your General Agreement is cancelled (whether by you or us), your right to access the products and services stops immediately and your license ends. As a result you may no longer be able to access any of the products or services.
4. Service Availability: The products and services may be unavailable from time to time, may be offered for a limited time, or may vary depending on region. We strive to keep them up and running; however, all online services suffer occasional disruptions and outages, and Meight is not liable for any disruption or loss you may suffer as a result.
5. Updates to the products and services and changes to these terms: We may change these terms at any time, and we’ll tell you when we do.

II. Warranties.

MEIGHT AND ANY AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE PRODUCTS AND SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." YOU BEAR THE ENTIRE RISK OF USING THE SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM TELECOMUNICATION AND COMPUTER NETWORKS.

1. Limitation of Liability: If you have any basis for recovering damages (including breach of these Terms), you agree that your exclusive remedy is to recover, from Meight or any affiliates, resellers, distributors and vendors, direct damages up to an amount equal to your fee for the month during which the loss or breach occurred (or up to €10.00 if the services are free). You can't recover any other damages or losses, including direct, consequential, lost profits, special, indirect, incidental, or punitive. These limitations and exclusions apply even if this remedy doesn't fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to these Terms, the products and services. This section will survive any termination or cancellation of these terms.
2. Copyright and trademark notices: The products and services are copyright © Meight Technologies, S.A.. All rights reserved.
3. Entire Agreement: The General Agreement, these terms and any separate license that may be presented when using the products and services, are the entire agreement. You can review these terms at Meight - Terms of Service. You understand that by using the products and services, you accept these terms and the linked terms. The links containing terms that bind you and us are, amongst others, End user license agreement and Privacy Agreement (PT/EN).

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END USER LICENSE AGREEMENT

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This End-user license Agreement (“EULA”) is a legal agreement between Empresa, as defined in the General Agreement / Acordo Geral (“Licensee”) and Meight Technologies, S.A. (“Licensor”), the author and proprietor of the technology, including the device in which it is being made available (the “Software”). By installing, copying, or otherwise using this Software, Licensee agrees to be bound by the terms and conditions set forth in this EULA. If Licensee does not agree to the terms and conditions set forth in this EULA, then Licensee may not install or use the Software.

1. Acceptance of End User License Agreement

Licensee must accept the Terms of Use in order to use the Software, and may not use it otherwise. It is important for you to read and understand the End User License Agreement before accepting them. You should not click “I agree” if there is any term that you do not understand or agree to. Once you accept the Terms of Use, you will be bound by them. You will accept the terms of this agreement by clicking to accept or agree to the Terms of Use via your interface for the Software.

2. Grant of License

Subject to the terms of this EULA, Licensor hereby grants to Licensee a revocable, non-transferable, limited right to install and use the Software in accordance with the terms and conditions of this License. Any installation or use of the Software are to be made solely for Licensee´s use in previously designated trucks and by their respetive drivers, as described in the services agreement in force between Licensor and Licensee at the time of use of the Software.

3. Title to Software

Licensor represents and warrants that it has the legal right to enter into and perform its obligations under this EULA, and that use by the Licensee of the Software, in accordance with the terms of this EULA, will not infringe upon the intellectual rights of any third parties nor in any way attempt to access the contents of the Software and also take reasonable steps to ensure that no employee or related party of the Licensee is able or attempts to do so.

4. Restrictions on Use

Except as provided in the services agreement in force between Licensor and Licensee at the time of use of the Software and this License Agreement, Licensee will not and will not permit any other party to: 1. assign, transfer, give, distribute, reproduce, transmit, sell, lease, license, sublicense, publicly display or perform, redistribute or encumber the Software by any means, to any party; 1. rent, loan or use the Software for service bureau or time-sharing purposes, or permit other individuals or entities to create Internet "links" to the Software or "frame" or "mirror" the Software on any other server or wireless or Internet-based device, or in any other way allow third parties to access, use, and/or exploit the Software; 1. use the Software, in whole or in part, to create a competitive offering, to develop a new technical or software solution or to improve existing technical or software solutions; 1. charge a fee to any party for access to or use of the Software; 1. Access (or attempt to access) any of the Software other than through the interface made available by the Licensor; 1. Engage in any activity that causes interference with or disruption to the Software or any servers or networks that are connected to the Software; 1. Reproduce, duplicate, copy, sell, trade or resell the Software (or any part of the Software); 1. use the Software in a manner inconsistent with the the services agreement in force between Licensor and Licensee at the time of use of the Software and this License Agreement; 1. continue to use any licensed Software after termination of the services agreement in force between Licensor and Licensee at the time of use of the Software and this License Agreement; 1. circumvent or bypass any technological protection measures in or relating to the software or services; 1. disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect of the services that is included in or accessible through them; 1. separate components of the software or services for use that is not described in this EULA;

Except as expressly permitted under applicable law, Licensee will not modify, adapt, translate, reverse engineer, decompile, disassemble, decrypt, port, emulate the functionality, reverse compile, reverse assemble, or otherwise reduce or attempt to discover any source code or underlying structures, ideas, or algorithms of the Software or any confidential information or trade secret. Licensee is prohibited from creating any change, translation, adaptation, arrangement, addition, modification, extension, upgrade, update, improvement, (including patentable improvements), new version, or other derivative work based on, incorporating, or using, the Software.

Licensee must comply with all instructions made available in connection with the Software. The Software may automatically download and install updates from time to time from the Licensor. Such updates may be in various forms, including bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Lcensor to deliver such updates to you) as part of the Software.

5. Intellectual Property Rights

For the purpose of this Agreement, “Intellectual Property Rights” shall mean any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, modifications or corrections thereto, including all derivative works thereof, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. Licensee acknowledges and agree that Licensor owns all legal right, title and interest in and to the Software, including all intellectual property rights (existing anywhere in the world and whether registered or not) which subsist in it.

Licensee further acknowledge and agree that between Licensee and Licensor, all right, title, and interest in and regarding the Software, including associated Intellectual Property Rights, are and shall remain with Licensor, its affiliates, subsidiaries and/or their respective suppliers, licensors and assigns.

If Licensee contact Licensor for any reason or provide feedback verbally, in writing or by supplying data (e.g., questions, comments, suggestions, diagrams, feature requests, design requirements or the like) regarding the Software (collectively, “Information”), such Information shall be deemed to be the property of Licensor, and Licensor shall have all rights, title and interest in the Information.

6. Payment

In consideration for the rights granted to Licensee, Licensee shall pay to Licensor a fee in accordance with the terms established in the services agreement in force between Licensor and Licensee at the time of use of the Software.

7. Account security

Licensee is responsible for maintaining the confidentiality of all passwords for all accounts used to access the Software. Licensee acknowledges and agrees their sole responsibility to the Licensor for all activities that occur under all such accounts. Licensor must be notified by email immediately upon the Licensee becoming aware of any unauthorized use of any of the passwords or accounts.

8. Termination

The Agreement is effective upon Licensee's download of or access to the Software, and the Agreement will remain in effect until termination or expiry. Licensee may terminate the Agreement on written notice to Licensor if Licensor is in breach of the services agreement in force between Licensor and Licensee at the time of use of the Software or of this License Agreement and fails to cure the breach within 15 (fifteen) working days of receiving notice of such breach. If Licensee breaches the services agreement in force between Licensor and Licensee at the time of use of the Software or this License Agreement, Licensor may terminate the License immediately by notice to Licensee.

If the Agreement expires or is terminated, the License will cease immediately and Licensee will immediately cease use of any Software and Documentation and either return to Licensor all copies of the Software, Documentation, devices containing the Software, any other object or information property of the Licensor in Licensee's possession, custody or power. Or, if Licensor directs so in writing, destroy all such copies. In the latter case, if requested by Licensor, Licensee shall provide Licensor with a written declaration confirming that such destruction has been completed.

Licensor reserves the right to terminate and/or suspend the License as it deems reasonable in its sole discretion by notice to Licensee if it becomes aware that Licensee has failed to pay any sum due to Licensor or if the Licensee is otherwise in breach of or fails to comply with any term of the services agreement in force between Licensor and Licensee at the time of use of the Software or this License Agreement.

Licensor may also notify the Licensee to terminate this EULA if Licensee becomes subject to bankruptcy proceedings, becomes insolvent, or makes an arrangement with Licensee’s creditors. This EULA will terminate automatically without further notice or action by Licensor if Licensee goes into liquidation.

9. Limitations of Warranties

Licensor hereby expressly disclaim any warranty for the software. The software and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringment. Licensee accepts all risk arising out of use of the Software.

10. Limitation on Liability

Licensor shall not be liable to Licensee, or any other person or entity claiming through Licensee any loss or profits, income, savings, business, actual or anticipated profits, opportunity, goodwill or reputation, any damage to or corruption of data (whether direct or indirect), or any other consequential, incidental, special, punitive, direct or indirect damage, whether arising in contract, tort, warranty, or otherwise and whether or not the possibility of such damage or losses has been notified to Licensor. Licensor shall also not be liable to Licensee or any other person or entity claiming through Licensee any loss or damage as a result of any changes to the Software, or any permanent or temporary cessation in the provision of the Software, the Licensee failure to provide Licensor with accurate account information or the Licensee failure to keep password or account details secure and confidential.

These limitations shall apply regardless of the essential purpose of any limited remedy, under no circumstances shall Licensor’s aggregate liability to Licensee, or any other person or entity claiming through Licensee, exceed the financial amount actually paid by Licensee to Licensor for the software. This section will survive any expiration or termination of this agreement.

11. Indemnification

Licensee, at its expense, shall indemnify Licensor against all losses, damages, claims, expenses (including attorneys fees and court costs) arising out of or resulting from (a) any use of the Licensed Software by Licensee (unless and only to the extent the loss is attributable to a breach by Licensor of any obligation under this License Agreement), (b) any breach by Licensee of the services agreement in force between Licensor and Licensee at the time of use of the Software or this License Agreement, or (c) any actions by the Licensee, related Parties or persons that would constitute a breach of the services agreement in force between Licensor and Licensee at the time of use of the Software or this License Agreement.

12. Notices

All communications to be made between the Parties concerning this Agreement shall be deemed to have been properly served if sent by e-mail, registered mail with return receipt or hand delivered with a delivery receipt to Licensor corporate headquarters.

13. General

Licensor intends to rely upon only the written terms set out in this License Agreement and not any representations made elsewhere, directly to you by any of the Licensor employees. Licensee must read the terms carefully and should contact the Licensor and must not use the Software if the terms include things that the Licensee does not wish to agree to. In that way any confusion about what Licensee and Licensor are expected to do can be avoided.

Licensee agrees that if Licensor does not exercise or enforce any legal right or remedy which is set out in this or other agreement, or which Licensor has the benefit of under any applicable law, this will not be construed as a formal waiver of Licensor’s rights or remedies and that such rights or remedies remain available to the Licensor.

If any provision of this License Agreement is invalid, as determined by a court of law having the jurisdiction to decide on this matter, then that provision will be removed from the License Agreement without affecting the remaining provisions of the License Agreement, which will continue to be valid and enforceable.

Licensee acknowledges and agrees that each Licensor affiliated company shall be a third party beneficiary to the License Agreement and shall be entitled to directly enforce, and rely upon, any provision of the License Agreement which confers a benefit on (or rights in favor of) them. Subject to the foregoing, no other person shall be a third party beneficiary to the License Agreement. For the purposes of the License Agreement, an affiliated company of Licensor is any company, corporation, firm, partnership or other entity that is controlled by the Licensor or is under common control with the Licensor; the term "controls" and "controlled" meaning the ability to direct the management of the relevant entity.

Licensee may not transfer, assign, charge or otherwise dispose of the License Agreement or any of the rights or obligations arising under it, without the Licensor’s prior written consent. The Licensor will not refuse to give consent without good reason. The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this License Agreement that is caused by events outside the Licensor’s reasonable control ("Force Majeure Event"). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond reasonable control and includes in particular (without limitation) strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, impossibility of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government. The Licensor’s performance under the License Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and the time of performance will be extended for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under the License Agreement may be performed despite the Force Majeure Event.

14. Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the Laws of Portugal, and the Parties irrevocably submit and attorn to the exclusive jurisdiction of the courts of Évora, Portugal with respect to any matter arising under or related to any Agreement. Despite the foregoing, (a) each party may seek injunctive relief in any court of competent jurisdiction; and (b) the parties hereby exclude the application of the United Nations Convention on the International Sale of Goods.

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