Terms of use for partners
Effective as of April 1, 2024
You are using an application supported by MONEI LAB. We are very pleased with your confidence!
1. Your agreement to the Terms
By clicking "I AGREE" or accessing by any channel, domain, or subdomain, you acknowledge that you have read, understood, and agreed to be bound by the Terms. By clicking "I AGREE" or otherwise accessing you also represent that you have the legal authority to accept the Terms on behalf of yourself and any party you represent in connection with your use of any Services. If you are an individual who is entering into the Terms on behalf of an entity, you represent and warrant that you have the power to bind that entity, and you hereby agree on that entity's behalf to be bound by these Terms, with the terms "you," and "your" applying to you, that entity, and other users accessing the Services on behalf of that entity. These Terms of Use form a binding legal agreement between you and MONEI LAB LTDA, hereafter denominated as "we," "our," or "us". If you do not agree to the Terms, you are not authorized to use any Services.
2. Term of service
Unless otherwise indicated, the Service agreement remains in effect for one year. It will be automatically prolonged for a successive twelve (12) month term unless canceled in writing by you at least 30 days before the end of term renewal date. Renewal of any services by you indicates agreement to any revisions of the Terms.
3. Object of service
We grant you a non-exclusive, non-transferable, and non-sublicensable right to use our CYCLOS software platform, hereafter denominated as the SOFTWARE, for which we have the corresponding license agreement at Stichting STRO (Social Trade Organization), hereafter denominated as the LICENSOR and owner of all copyrights for CYCLOS.
We have set up and customized the SOFTWARE using advanced configuration settings, scripting, web services, and other tools. We provide maintenance to the SOFTWARE and execute updates for new CYCLOS releases. We make reasonable efforts to further optimize and improve the SOFTWARE.
4. Hosting
Hosting of the SOFTWARE is done at a dedicated server located in a secured physical environment that fully complies with the CDSA (Content Protection and Security) standard. At the software level, the server is secured (hardened) with the highest security measures (firewall, remote access rules). All data is written daily to a storage service with robust security and encryption. We keep backups for at least fifteen (15) days or as long as technically is necessary.
We are entitled to switch, at any time, to other hosting providers that fulfill the technical requirements defined by the LICENSOR. If we do so, we will give prior notice and inform you about the unavailability of the SOFTWARE during that process.
We monitor 24/7 uptime levels of the SOFTWARE through our data center and alerts. Any unavailability of the SOFTWARE will be solved as soon as possible, given the technical resources available at the time.
5. Access and communication channels
The SOFTWARE is cloud-based and accessible to you through the web application on a dedicated (sub)domain that, unless otherwise indicated, is provided by you and under your administration, ownership, and responsibility.
Your end-users can also access the SOFTWARE with the Cyclos 4 Mobile app, available on Google Play and App Store. After installing the app, the user must register the dedicated domain name in the app setting.
We can also register the Cyclos 4 Mobile app with your brand name on the stores under our developer account, for a minimum term of one year. The term is automatically prolonged for a successive twelve (12) months unless canceled in writing by you at least 30 days before the renewal date.
Unless otherwise indicated, the mail server is provided by you and falls under your responsibility and administration. It is important to check and monitor spam settings with your telecommunication provider.
The Terms apply to all channels, websites, (sub)domains, and web services under which the SOFTWARE operates.
6. Customization and development
We make reasonable efforts to customize the SOFTWARE for your branding, features, and parameter settings. Customization will be limited to the state of the art of CYCLOS and the parametrization framework of the SOFTWARE.
You have no access to system configuration nor permission to develop new functionalities, scripts, web service connections, or other improvements to the SOFTWARE.
New features and improvements can only be implemented by us, based on a technical analysis and an economic proposal.
You will participate actively in the testing of new requested features, and provide us with well-documented feedback as soon as possible. You accept that all improvements are for non-exclusive use.
7. Help desk and support
We give you a basic training session, an introduction to the use of the SOFTWARE. Additional training sessions can be organized on demand and are subject to our service and support fees.
After training, you can request our support services or help desk for a three (3) month term, automatically renewed, unless canceled in writing at least 30 days before the renewal date. Our help desk services are limited to a maximum number of hours during the term and can be upgraded on written request. Unused hours cannot be transferred to the next term.
In the absence of a help desk service agreement, each support request will be charged at our basic support fee and a minimum of 30 minutes of service time.
Unless informed otherwise, our help desk and support service is available on working days from Monday to Friday (excluding local holidays) via chat and e-mail. We do not offer live chat and respond as soon as possible given the resources available at the time, prioritizing critical issues.
We do not provide services or direct support to end-users. You are the sole responsible for the implementation and administration of the service delivered to your end-users. We can publish on the SOFTWARE a customized user tutorial or terms of use, delivered by you in text format or as a URL.
Errors or bugs in the SOFTWARE must be reported to us with a comprehensive description and documentation. They will be analyzed and solved according to our technical possibilities or resources and the technical agenda of the LICENSOR. Priority is given to critical errors. We will not charge any service fee, except if the problem is due to inappropriate or unfair use of the SOFTWARE.
8. Pricing and payments
By using the SOFTWARE you accept that you approved our service fees and policies. We are subject to Brazilian tax legislation. All our fees are expressed free of taxes, charges, or financial withholdings at source.
All prices are subject to periodic changes for inflation, exchange rate fluctuations, license fees, third-party service costs, and development or maintenance costs within others. If any price changes apply, you will be notified at least 30 days before the renewal date of the service. Renewal of services means you agree to any price changes.
Setup and development fees will be invoiced immediately after implementation and we may charge an up-front payment of fifty (50) percent. All other service fees must be paid before the start or renewal date. Unless otherwise specified, payments must be made via bank transfers or our STRIPE payment gateway.
We may, without prior notice, deny you and your end-users access to all SOFTWARE channels for any invoice or amount that is 30 days past due.
9. Fair use
You are obliged to use the SOFTWARE in a normal way (as a transactional software). We will exercise no control whatsoever over the content of the information shared on the SOFTWARE and communication channels. However, you will violate these Terms if using the SOFTWARE to support, interact, or facilitate fraudulent, immoral, or illegal activities.
In the case of expansion of services and use of the SOFTWARE in other countries or for different purposes, you must inform us and ask permission. Some additional configurations may be applicable and will be charged based on technical analysis and economic proposal.
You further agree to not decompose, disassemble, decode, or reverse engineer any program, code, or technology of the SOFTWARE or any portion thereof.
10. Privacy of information
We store all data securely and process them anonymously. We do not share, sell, or rent any data to third parties. We may share access to the platform and data with our trusted partners and service providers. We and our partners do not share, sell, or rent user data to other third parties without user consent.
The SOFTWARE only uses technical cookies, necessary for the operation of the application. Information regarding the server provider´s data privacy policy can be found here.
You are committed to responsible handling of all data and information you collect using the SOFTWARE, publishing on the SOFTWARE your privacy policies compliant with local laws and with our SOFTWARE settings, and implementing the necessary data safety procedures.
You have no access to a full database dump or direct access to the database since the SOFTWARE is designed for non-exclusive use. You can access and download your user and transaction history from the SOFTWARE at any time. Under no circumstances can we be held responsible for violations of privacy laws or data loss by you.
All privacy-controlled data of users will be automatically, immediately, and permanently deleted from the database when you purge a user account. We will keep all remaining information and transaction history for technical reasons and logs.
The SOFTWARE will send notifications, internal messages, and emails to users according to the configuration settings. The end-user can turn off or further customize these notification settings.
11. Warranties and Liability
We make no warranties or representations of any kind, whether expressed or implied, for our service.
We will not be responsible for any damages that you may suffer, including loss of data or data corruption resulting from delays, non-deliveries, or service interruptions by any cause, third-party service providers, or mistakes and omissions on your behalf.
We do not represent guarantees of speed or availability of end-to-end connections. We expressly limit your damages for any unexpected non-accessibility time to the pro-rata charge during the system's unavailability. We specifically deny any responsibility for any damages arising as a consequence of such unavailability.
To the maximum extent permitted by applicable law, in no event shall we or our suppliers, be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, service interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE, even if we have been advised of the possibility of such damages.
We cannot be held responsible for damages to computer infrastructure, equipment, cellphones, and other hardware or SOFTWARE as a consequence of the use of the SOFTWARE.
We cannot, under any circumstances, be held responsible for the loss or abuse of passwords, fraudulent transactions, violations of privacy laws, or data loss by you, your end-users, or third parties.
12. Termination
These terms can be terminated upon mutual agreement in writing by both parties.
You may also terminate this agreement at your sole discretion upon disagreement with our modifications of the Terms or upon our failure to comply with the provisions of the Terms upon receipt of your written notice of said failure.
We may terminate this agreement at our sole discretion upon the occurrence of one or more of the following events: 1) Your failure to comply with invoice payments or any provisions of the Terms upon receipt of our written notice of said failure; 2) Appointment of receiver or upon the filing of any application by you seeking relief from creditors or legal decisions;
Upon termination notification, and unless mentioned otherwise, you will have access to (download), for a limited period of fifteen (15) days, your user data, account balances, and transaction history and to purge all users in the SOFTWARE. We will keep the remaining information and transaction history for technical reasons and logs. By no means, you will be entitled to the refund of fees paid even if termination occurs before the service end date.
In case the SOFTWARE changes ownership and the administration of the SOFTWARE becomes the responsibility of a third party, then this third party is bound to honor these Terms as if they were us.
13. Disputes
The Terms are the master agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written.
The Terms shall be governed by and construed under the laws of Brazil, State of São Paulo. If any legal action is necessary to enforce the Terms, the prevailing party shall be entitled to reasonable attorney fees, costs, and expenses in addition to any other relief to which it may be entitled.
If any provision of the Terms is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby.
A failure by any party to exercise or delay in exercising a right or power conferred upon it in the Terms shall not operate as a waiver of any such right or power.
14. General Provisions
You are allowed to mention that we are your "service provider/partner" for the SOFTWARE powered by CYCLOS. We are allowed to mention that you are our "client/partner". Each party can also publish a description and logo taken from the other party's website. Other publications of information should be agreed upon in written communication, beforehand.
Nothing contained in the Terms will be construed as creating any agency, commercial partnership, joint venture, or other form of joint enterprise between the parties.
From time to time, we may change, remove, or add to the Terms, and reserve the right to do so at our discretion. In that case, we will notify you via email at least 30 days before all new and/or revised Terms take effect and are published on the SOFTWARE indicating the date of revision. Your continued use of the SOFTWARE after new and/or revised Terms are effective, indicates that you have read, understood, and agreed to those Terms.
All our notices and other communications given in connection with the Terms shall be in writing and sent by e-mail from @monei.dev or @moneilab.com.