These TERMS AND CONDITIONS OF USE constitute a legal agreement between the LICENSEE (natural or legal person) and OvinApp, headquartered in Uruguay in the city of Montevideo, under the single tax registry (RUT) number 216118310010, hereinafter simply referred to as “OvinApp”, the sole and exclusive owner of the technological solution focused on the Intelligent Management of small ruminant livestock farming, through an application (software available on the Apple Store and Google Play platform) that helps sheep farmers achieve better organization and management. The associated trademarks, names and domains are the exclusive property of the OvinApp brand.
DEFINITIONS
The following TERMS AND CONDITIONS OF USE shall have the meaning set forth below, whether in plural or singular: Platform: means the place where the Application will be made available to the LICENSEE, whose electronic address is as follows: https://www.ovinapp.com/; https://play.google.com/store/apps/details?id=com.dagonda.ovinapp
Application: means the proprietary software of OvinApp through which the LICENSEE can manage, market, monitor and evaluate its sheep production, whose electronic address is as follows: https://play.google.com/store/apps/details?id=com.dagonda.ovinapp
Registration information: Set of information provided by the LICENSEE that identifies it, such as: name, address, location, date of birth, date of start of activities, telephone, name of the establishment, type of production, hectares , email, country, document number.
Information: Comprises the set of operational data, dynamic in nature and intrinsic to the productive and/or commercial activities of the LICENSEE, which will constitute its database, among others, to manage, control and issue sales orders through the Application.
1. STATEMENT OF INTENT:
1.1. THE LICENSEE DECLARES TO BE AWARE OF THE RIGHTS AND OBLIGATIONS DERIVING FROM THESE TERMS AND CONDITIONS OF USE, THIS INSTRUMENT CONSTITUTING THE ENTIRE AGREEMENT BETWEEN THE PARTIES. IT FURTHER DECLARES TO HAVE READ, UNDERSTOOD AND ACCEPTED ALL THE TERMS AND CONDITIONS OF THIS INSTRUMENT.
1.2. From the moment the LICENSEE downloads the Application, I accept these TERMS AND CONDITIONS OF USE, the provisions contained in this document shall govern the relationship between OvinApp and the LICENSEE, therefore the LICENSEE is recommended to print a copy of this document for future reference.
1.3. The LICENSEE declares to be aware that the operations corresponding to the acceptance of certain options will be recorded in OvinApp’s databases, together with the date and time on which the acceptance was expressed by the LICENSEE, and such information may be used as proof of acceptance of the option by the LICENSEE, regardless of any other procedure.
2. CONFIDENTIAL INFORMATION AND USER SECURITY POLICY
2.1. OvinApp undertakes to maintain the confidentiality, integrity and security of any Information made available by the LICENSEE related to its Users and / or IT Equipment.
2.2. In order to guarantee the privacy of the LICENSEE, as well as the security of its Information, OvinApp undertakes to periodically reevaluate its security policy and adapt it as necessary.
2.3. In no case shall OvinApp sell or make available the LICENSEE’s Information or information generated through the use of the Application, with the certainty that it will only use it for the following purposes, with which the LICENSEE expressly agrees and is in agreement:
a) Send the LICENSEE any administrative notification, alerts and communications that are of interest to it;
b) To fulfill the purpose of the Platform or the Application;
c) Identify the profile, wishes or needs of the LICENSEE in order to improve the products and / or services offered by the Application or Platform;
d) Carry out statistics to monitor the use of the Application;
e) Carry out and publish statistics and/or findings for research;
f) Troubleshooting on the Platform or Application, verification and protection of the Information, Platform or Application against errors, fraud or any other electronic crime.
2.4. In the event of any change in the registration information provided by the LICENSEE, the LICENSEE undertakes to inform OvinApp of such changes in order to ensure the correct use and operation of the Application.
2.5. The LICENSEE’s information may be transferred to third parties as a result of the sale, acquisition, merger, corporate reorganization or any other change in the control of OvinApp. However, if any of these hypotheses occurs as a result of the transfer of the Information to third parties, the LICENSEE will be informed in advance and, if it does not wish to continue using the Application, it may delete its access account in the manner provided in Point 10 of these TERMS AND CONDITIONS OF USE. In this case, the LICENSEE’s Information will be deleted from OVINAPP’s database and will not be transmitted to third parties.
2.6. Without prejudice to the fact that the Information provided by the LICENSEE is secure under the terms of these TERMS AND CONDITIONS OF USE, the username and password to access the Application are confidential and the sole responsibility of the LICENSEE.
2.7. If the LICENSEE considers that its username and password to access the Platform have been stolen or are known by other persons, for any reason, the LICENSEE must immediately notify OvinApp as provided in Item 6 of these TERMS AND CONDITIONS OF USE, without prejudice to the immediate change of password through the Platform or the Application.
3. REMUNERATION AND PAYMENT METHOD:
3.1. The LICENSEE must pay OvinApp the amount of the respective plan chosen in accordance with the periodicity defined among the payment options made available to the LICENSEE at the time of contracting.
3.2. If the LICENSEE, during the term of this instrument, opts for another licensing plan, the amounts will be changed proportionally (prorated) according to the respective plan chosen.
3.3. Failure to pay on the dates determined for its due date will result in the suspension of access to the OvinApp APPLICATION until they are resolved.
3.4. If the suspension continues for more than 60 (sixty) days, OvinApp may completely delete the information published in the Application by the LICENSEE.
3.5. The amounts established in the act of formalization of acceptance are an advance by the LICENSEE for their subsequent use. This value may be modified at any time by OvinApp, and the LICENSEE may not renew access to the Application if it does not agree with the new values presented by OvinApp. In this case, access to the Application shall be suspended once the period of validity of the previous payment has elapsed.
4. SERVICE LEVEL
4.1. OvinApp will make all commercially reasonable efforts to ensure that the Application is available at least 99% (ninety-nine percent) of the time during each Year.
4.1.1. The Service Level Commitment does not apply to circumstances of unavailability resulting from (i) an interruption in the electricity supply or emergency shutdowns that do not exceed 2 (two) hours or that occur in the period from 00:00 to 06:00 ; (ii) are caused by factors beyond OvinApp’s control, including cases of force majeure or Internet access and related problems; (iii) result from acts or omissions of the LICENSEE or third parties; (iv) result from the IT equipment, software or other technologies used by the LICENSEE and / or the IT equipment that prevent regular access to the Application; (v) result from failures of individual instances not attributable to the unavailability of the LICENSEE.
5. INTELLECTUAL PROPERTY
5.1. The LICENSEE does not acquire, through this instrument, any intellectual property rights or other exclusive rights, including patents, designs, registered trademarks, copyrights or rights over confidential information or trade secrets, on or related to the Application or any part thereof. The LICENSEE also does not acquire any rights on or related to the Application or any component thereof, in addition to the rights expressly licensed therein under these TERMS AND CONDITIONS OF USE or in any other mutually agreed written agreement that the LICENSEE has entered into with OvinApp. All rights not expressly granted in this instrument are reserved.
5.2. If the LICENSEE develops a new module or product that has a copy, in whole or in part, whether of the data dictionary or of the program, it will be considered as part of the Application, and therefore its ownership will be incorporated by OvinApp and its use conditioned upon these contractual clauses.
5.3. Each and every one of the contents made available in the Application or on the Platform, such as, by way of example but not limited to, texts, graphics, images, logos, icons, photographs, editorial content, notifications, software and any other material, belong exclusively to OvinApp and are protected by Uruguayan law on intellectual property and copyright.
6. ACCESS TO THE APPLICATION
6.1. This Term grants the LICENSEE a revocable, onerous, non-exclusive and non-transferable license to use the Application, ensuring that the LICENSEE may not use or permit the use of the Application for any other purpose not expressly provided for in this instrument.
6.2. Through the Application, the LICENSEE shall have access, among others, to a tool to manage, monitor and evaluate its sheep small ruminant livestock production.
6.3. To this end, the LICENSEE shall register in the Application, providing its Registration Information, which will be used to access the content of the Application.
6.4. The LICENSEE is responsible for the truthfulness, validity and accuracy of the information provided in its registration, including in relation to the indication of a valid email address of its title, and is also responsible for keeping this registration updated.
6.5. OvinApp shall not be obliged to monitor or supervise the information provided by the LICENSEE, but may, at its sole discretion, exclude information that appears false or offensive.
6.6. The logins and passwords created by the LICENSEE to access the Application are confidential and the sole responsibility of the LICENSEE, who must contact OvinApp immediately in the event of compromising their secrecy.
6.7. In no case shall the LICENSEE have access to the source code of the Application now licensed, since it is the intellectual property of OvinApp.
6.8. The LICENSEE may, at any time, register users linked to its account. Once registered, these users may access, modify, include and exclude data from its account, including the possibility of nominating other users. In this way, the LICENSEE exempts OvinApp from any information that is accessed, modified, included or excluded by users whose access was granted exclusively by the LICENSEE.
7. USE OF THE APPLICATION
7.1. OvinApp may, at its sole discretion, at any time and without the need for prior notification to the LICENSEE:
a) Deregister, modify or suspend, in whole or in part, the LICENSEE’s access to the Application or the Platform, when such access or registration breaches the conditions established in these TERMS AND CONDITIONS OF USE;
b) Delete, in whole or in part, the information registered by the LICENSEE that does not comply with the provisions of these TERMS AND CONDITIONS OF USE; and,
7.2. At any time, upon prior notification to the LICENSEE at the email address that the LICENSEE indicates in its personal registration or by notice in the Application or Platform itself, OvinApp may also:
a) Define prices for the provision of certain content and / or services, even though they were initially offered free of charge, whose use, after the aforementioned notice, shall be considered an agreement by the LICENSEE to such prices; and,
b) Send the LICENSEE email messages or other correspondence of an informative, commercial and / or promotional nature, unless the LICENSEE expressly requests otherwise.
8. LIMITATIONS OF USE
8.1. The LICENSEE may not:
a) Use the Application to disclose information in any way that may involve a violation of the rules applicable in Uruguay, of OvinApp and / or property rights of third parties or of good customs, including, without limitation, the violation of intellectual rights and copyright. and privacy, or the production and dissemination of illegal, immoral, inappropriate or offensive content;
b) Copy, assign, sublicense, sell, lease or guarantee, reproduce, donate, dispose of in any way, transfer in whole or in part, under any modality, free of charge or temporary, temporary or permanent, the Application (OvinApp). As well as its modules, parts, manuals or any information related to it;
c) Use software, techniques and / or devices for the purpose of improperly using the Application for practices harmful to OvinApp or third parties, such as exploits, spamming, flooding, spoofing, crashing, rootkits, etc.;
d) Reproduce, adapt, modify and / or use, in whole or in part, for any purpose, the Application or any content of the Platform without the express authorization of OvinApp;
e) Publish or transmit any file containing viruses, worms, Trojan horses or any other contaminating or destructive program, or that may otherwise interfere with the proper functioning of the Application;
f) Use the Application for a purpose other than that for which OvinApp made it available; and,
g) Perform reverse engineering.
9. LIMITATION OF LIABILITY AND INDEMNIFICATION
9.1. OvinApp shall not be liable, in any case, even jointly or subsidiarily:
a) For losses suffered by the LICENSEE as a consequence of decision-making based on the information made available on the Platform or Application;
b) For losses suffered by the LICENSEE due to failures in the computer system or in the servers that are not the fault of OvinApp or in its internet connectivity in general, the LICENSEE shall maintain, at its own expense, a telecommunications line, modem, communication software, email address and other resources necessary to communicate with OvinApp.
c) For unforeseen circumstances or force majeure, 9.2 OvinApp does not guarantee that the functions contained in the Application satisfy its needs, that the operation of the Application is uninterrupted or error-free, that any functionality will remain available, that defects in the Application will be corrected or that the Application will be compatible or will work with any. Applications, applications or services of third parties.
9.3. The LICENSEE undertakes to defend, indemnify and hold OvinApp and its affiliates, directors, employees and agents indemnified from and against any charge, action or claim, including, but not limited to, reasonable attorneys’ fees resulting from: (i) its eventual misuse of the Platform and the Application, or (ii) its violation of the conditions now agreed.
9.4. In no case shall OvinApp be liable for personal injury or incidental, special, indirect or consequential losses, loss of profit, including, but not limited to, loss of profit, corruption or loss of data, failure to transmit or receive data, business discontinuity or any other loss or commercial loss, arising from or related to its use or its inability to use the Application, for any other reason.
9.5. In the event that OvinApp is obliged, by a final court decision, to indemnify or reimburse the LICENSEE for the damages suffered, notwithstanding the provisions of Item 9.2 above, the amount owed to the LICENSEE shall be limited to 20% (twenty percent) of the total amount actually paid by the LICENSEE to OvinApp in order to enjoy the functionalities offered by the Application.
10. TERM AND TERMINATION
10.1. These TERMS AND CONDITIONS OF USE shall remain in force for an indefinite period, as of the acceptance by the LICENSEE, and may be modified or terminated unilaterally by OvinApp at any time, without any charge, by simple communication through the Platform itself or by email message. indicated in the LICENSEE’s personal registration.
10.2. The LICENSEE may, at any time, request the suspension and / or exclusion of its access account to the Platform or Application, terminating its relationship with OvinApp, upon a request made directly through the Platform or Application.
10.3. If the LICENSEE chooses to suspend its account to access the Platform, the services provided by OvinApp to the LICENSEE shall stop; however, the Information shall be kept in OvinApp’s database, and the LICENSEE may reactivate its access account at any time. and even for a period of 60 (sixty) days.
11. MODIFICATIONS
11.1. OvinApp may, at any time, change these TERMS AND CONDITIONS OF USE at its sole discretion. Any change to these TERMS AND CONDITIONS OF USE will be informed through the Platform, website or the Application.
11.2. The date of the last update made by OvinApp will always be indicated in the TERMS AND CONDITIONS OF USE.
11.3. The LICENSEE understands and accepts that, as soon as the modification of these TERMS AND CONDITIONS OF USE is published on the Platform or in the Application, the use of the Platform or the Application shall be subject to the updated TERMS AND CONDITIONS OF USE.
12. GENERAL PROVISIONS
12.1. These TERMS AND CONDITIONS OF USE do not create a relationship of partnership, mandate, franchise or employment between OvinApp and the LICENSEE, its Partners and / or Advertisers.
12.2. If any provision of these TERMS AND CONDITIONS OF USE is considered illegal, null or unenforceable for any reason, the remaining provisions shall not be affected and shall remain valid and enforceable to the fullest extent possible.
12.3. These TERMS AND CONDITIONS OF USE constitute the entire agreement on the conditions of use of the Platform and the Application. The LICENSEE declares to know the rights and obligations arising from these TERMS AND CONDITIONS OF USE, having read, understood and accepted all the terms and conditions.
12.4. Any failure by OvinApp to impose or exercise any provision of these TERMS AND CONDITIONS OF USE or related rights does not constitute a waiver of that right or provision.
12.5. The tolerance of one party towards the other regarding the breach of any of the obligations assumed in this contract shall not imply novation or waiver of the right. The tolerant party may, at any time, require the other party to faithfully and fully comply with this contract.
12.6. The LICENSEE accepts that OvinApp may disclose the termination of the contract for commercial purposes, mentioning the name and brand of the LICENSEE in commercial campaigns, and may even disclose messages sent in writing or orally, by telephone, for use on websites, newspapers, magazines and other campaigns, while these TERMS AND CONDITIONS OF USE are in force. The LICENSEE also agrees to receive notifications by email and through the Application about training, partnerships and campaigns related to the Application.
13. APPLICABLE LAW AND JURISDICTION
13.1. These TERMS AND CONDITIONS OF USE shall be interpreted exclusively in accordance with the laws of Uruguay, regardless of conflict of law principles, and shall govern these Terms and Conditions, as well as any controversy, of any kind, that may arise between the User and OvinApp. .
14. ADDITIONAL INFORMATION
OvinApp DOES NOT WARRANT THAT THE APPLICATION WILL OPERATE ERROR-FREE OR THAT ITS SERVER WILL BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF THE USE OF THE APPLICATION OR THE MATERIAL RESULTS IN THE NEED TO REQUEST REPAIR OR MAINTENANCE SERVICE FOR YOUR EQUIPMENT OR INFORMATION OR TO REPLACE YOUR EQUIPMENT OR INFORMATION, OvinApp IS NOT RESPONSIBLE FOR THE COSTS INVOLVED.
THE APPLICATION AND THE MATERIAL ARE MADE AVAILABLE TO USERS IN THE STATE IN WHICH THEY ARE. NO WARRANTY IS GIVEN AS TO THE ACCURACY, RELIABILITY OR TIMELINESS OF THE MATERIAL, THE SERVICES, THE TEXTS, THE SOFTWARE, THE GRAPHICS AND THE LINKS OR HYPERLINKS.
IN NO EVENT SHALL OvinApp, ITS SUPPLIERS OR ANY PERSON MENTIONED IN THE APPLICATION BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OR INABILITY TO USE THEM.
[Version of March 1, 2021.]
