TERMS OF USE OF THE VIVIN RENTAL PROPERTY MANAGEMENT SOFTWARE, hereinafter the “License”
WWW.VIVIN.APP
This document sets out the terms and conditions applicable to the use of the “VIVIN RENTAL PROPERTY MANAGEMENT” software, including any functionality, update, add‑on module or associated technical documentation (hereinafter referred to as the “Software”).
The Software was developed by Vivin app lda., a private limited liability company with registered office at Avenida Francisco Sá Carneiro 92, 7000‑757 Évora, holder of the single registration and corporate taxpayer number 518093140, with share capital of €1,000.00 (the “Licensor”). The Licensor is the sole holder of all intellectual property rights relating to the Software.
Access to and use of the Software is conditional upon the issuance of a license to use (the “License”) by the Licensor in favor of the user (the “Licensee”; Licensor and Licensee hereinafter jointly referred to as the “Parties”), which is governed by the provisions set out in this document, without prejudice to the specific conditions agreed between the Parties which may be included, among others, in commercial proposals sent by the Licensor to the Licensee and communications between the Parties (the “Specific Conditions”).
Any use of or access to the Software without the issuance of the respective License is prohibited and will be sanctioned under applicable law, which may entail civil and criminal liability for the person concerned. Likewise, any access or use that breaches the terms and conditions set out in the License will be sanctioned.
These terms exclusively govern the licensing of the Software’s use and do not entail any transfer of intellectual property, being subject to the applicable legislation on copyright and legal protection of computer programs.
The Licensor reserves the right to amend the Software’s terms of use at any time, and periodic review is recommended. Continued use of the Software after publication of changes will be deemed tacit acceptance thereof.
Scope
The License includes the right to use the Software, under the terms defined in this document, without prejudice to other terms and conditions contained in related documents agreed between the Parties.
The scope of the license may be expanded at the Licensee’s request, by agreement between the Parties.
The License also includes access to new versions (upgrades) of the Software, such access being governed by these licensing terms and remaining in effect for the same term provided herein.
Term
The period set out in the Specific Conditions, which may be renewed for equal and successive periods, by prior written agreement between the Parties.
Remuneration
The remuneration terms are those provided in the Specific Conditions.
Failure to pay the remuneration due for the use of the Software entails the immediate termination of the right to use it, as well as any and all versions/updates of the Software, and may even result in loss of access.
Activation, Installation and Use
The License includes only the components identified in the Specific Conditions.
The Software components are licensed as a single unit. The Licensee may in no way, and is expressly forbidden from, separating the components and installing them on different devices.
The Software may be used on the device, remotely.
Multiplexing: any hardware or software that the Licensee uses to pool connections, or reduce the number of devices or users that directly access or use the Software (“multiplexing” or “pooling”), does not reduce the number of licenses required.
Use of the Software is subject to an activation and validation process. Activation and validation of the Software may only be performed by the Licensor or by an entity authorized by the Licensor for this purpose. For the purposes of activation, validation and use of the Software, the Licensor may request and collect information relating to the Licensee’s organization, strictly to the extent necessary for the execution of the License. By using the Software, the Licensee authorizes the Licensor to collect and process such information.
Activation of the Software may occur remotely, via the internet or by telephone, in which case telephone and/or internet charges may apply.
The Licensee may have to reactivate the Software if there are changes to the components of the device on which it is installed and/or to its settings, and the Software itself will prompt the Licensee for the respective activation.
When reassigning the License to a new device, the previous device loses the right to use the License.
Prohibited Uses
Using the Software outside the conditions established in this License;
Translating, reverse engineering, modifying, tampering with, decompiling, copying and/or reproducing images, code or any parts of the Software;
Assigning to third parties the rights granted under this License;
Making any type of modification to the Software;
Removing and/or altering any copyright notice, trademark or other proprietary rights notices existing in the Software or any part thereof;
Distributing, sharing, assigning, sublicensing, lending, renting and/or otherwise making the Software available to third parties (on the Internet, on an information network or on a tangible medium, by transmission or otherwise);
Modifying and/or adapting the Software or any part thereof;
Observing, studying and/or testing the functions of the Software to develop a system identical or similar to the Software.
Warranty
The Licensor warrants to the Licensee, for the term of the License, that the Software has no technical non‑conformity defects resulting from programming errors (“Non‑conformity Defects”) that limit or prevent its use under the agreed terms.
If Non‑conformity Defects are found that are demonstrably the responsibility of the Licensor, the Licensor will ensure the prompt restoration of all conditions necessary for the Software’s functionality.
The Licensor assumes no liability for defects that are not Non‑conformity Defects.
Maintenance and Support
The Licensor is the only entity authorized to provide maintenance services and, in general, any technical support services regarding the Software. The use or hiring of any third party to provide such services is unlawful and will be sanctioned under applicable law, and may entail civil and criminal liability for the Licensee and the third party concerned.
The Software maintenance and support conditions are those provided in the Specific Conditions.
Price Review and Updates
The Licensor reserves the right to review and update the subscription fees and any other applicable charges on an annual basis. Any such updates shall take effect from the start of the following contractual period and will be communicated to the Licensee in writing with at least thirty (30) days’ prior notice.
If the Licensee does not accept the updated pricing, it may choose not to renew the License for the following period, by providing written notice to the Licensor before the renewal date. Continued use of the Software after the effective date of the updated pricing shall be deemed acceptance of the new pricing by the Licensee.
Intellectual Property
The License only grants the Licensee the right to use the Software, and the Licensee does not acquire any ownership or other rights over the Software.
The Licensor is and will remain the sole holder of all titles and intellectual property rights relating to the Software.
The Licensee acknowledges that the Software constitutes a valuable trade secret owned by the Licensor.
Without prejudice to the provisions of clause 6(h) above, any developments, ideas or principles resulting from the observation, study or testing of the functions or use of the Software constitute the Licensor’s intellectual property and represent trade secrets of its exclusive ownership.
Limitation of Liability
The Licensor’s liability is limited to damages arising from Non‑conformity Defects, with the Licensee’s loss of profits being expressly excluded from the scope of liability to the maximum extent permitted by law.
The Licensor shall not be liable for damages arising from the Licensee’s use of the Software in terms that are contrary to or outside those provided for in the License and in the contractual documents in force between the Parties.
The Licensor shall not be liable for malfunctions of the Software and for any damage or loss of data caused by misuse of the Software, including, for example, the absence of adequate backup policies, failures in the infrastructure supporting the Software, or other third‑party software on which it depends/integrates (e.g., base products from other software vendors), or with which it relates, hardware failures, lack of disaster‑recovery plans or any other mechanism and/or measure that the Licensee should implement to ensure the proper functioning of the Software and the preservation of the information stored therein.
Confidentiality
The Licensee undertakes to maintain confidentiality and keep secret any and all information of which it has had or will have knowledge regarding the Software.
Breach
The Licensee’s failure to comply with the obligations set forth in the License, including any unauthorized use of the Software, entitles the Licensor to be compensated to the extent of the damages suffered (including actual damages and loss of profits) and to terminate all contracts in force between the Parties.
Governing Law and Jurisdiction
These License terms are governed in all respects by the legislation in force in the Portuguese legal system.
For the resolution of any disputes arising from the licensing of the Software, namely as to the interpretation, application, validity, performance and termination of the License, the Lisbon District Court shall have exclusive jurisdiction, with the express waiver of any other.