END USER LICENSE AGREEMENT (“EULA”)
SENHASEGURA – January 12th 2022
IMPORTANT: The following will present you the terms and conditions governing the use of the SENHASEGURA privileged access management solution. Please read this EULA carefully before using it, as you do so by agreeing to and accepting the terms and conditions of this EULA. If you do not agree, do not use SENHASEGURA and request the exclusion of the Access Account immediately.
This End User License Agreement (“EULA”) is a legal agreement between you, an individual or legal user (USER) and MT4 TECNOLOGIA LTDA., a Brazilian limited liability company, headquartered in Brazil, at Rua Joaquim Antunes, 767, Conjunto 66, Pinheiros, Sao Paulo/SP, Zip code 05415-001, registered on CNPJ/MF under n. 04.626.836/0001-57, State Register (SP) n. 108.354.656.114, hereinafter referred to simply as MT4, for the use of SENHASEGURA, as established on this EULA.
MT4 and USER, when together referred to as “Parties” and alone as “Party”.
1. DECLARATION OF WILL
1.1. The USER declares to have read, understood and accepted all the terms and conditions of this EULA, being aware of the rights and obligations contained herein, this document constituting an agreement between the Parties.
1.2. This EULA is subject to the provisions of the License Agreement signed by MT4 and the USER’s company and all the provisions of the License Agreement also apply to this EULA.
1.3. This EULA may be amended by MT4 at any time and the amendment will supersedes all prior EULA. The EULA’s amendment will oblige the USER as soon as he is communicated of the new version.
The following definitions are used for the purposes of this EULA, including its plural forms:
a) EULA – End user license agreement (This document)
b) Login: logging in is the process by which an individual gains access to a computer system by identifying and authenticating them.
c) PAM: Privilege Access Management is a class of solutions that help secure, control, manage and monitor privileged access to critical assets.
d) Password: Character set that serves as proof of the USER’s digital identity, whose knowledge must be exclusive and unique;
e) Pen test: Penetration test is a procedure performed to evaluate the security of the system;
f) Senhasegura. The PAM system including all products, sub products, modules, submodules, libraries and sub libraries, components and subcomponents developed or that will be develop and integrated to the system by MT4 that is used as the base to this EULA.
g) Support: Attend to the USER, through any designated media channel, with the purpose of solving operation doubts;
h) Third-party: The third party is understood to mean any person or entity other than the USER, which includes, but is not limited to, subsidiaries, affiliates or companies resulting from a merger, division or incorporation
i) User: Person authorized to access MT4 Solutions and make use of its functionalities, by means of a login and password.
3. SENHASEGURA LICENSE OF USE
3.1. MT4 licenses to the USER the use of SENHASEGURA in a non-exclusive, revocable, costly (as provided in the License Agreement) and non-transferable manner, in the characteristics outlined in this instrument.
3.2. Only the USER can use the SENHASEGURA, being forbidden to allow third parties to access or use it.
3.3. The license of SENHASEGURA is for the sole and exclusive use of the USER, who may not use it as a final activity for the provision of services to third parties, such as, but not limited to, employing its functionality to control and manage the development of third-party software. The unauthorized use of SENHASEGURA constitutes breach of the provisions of this EULA by the USER, and cause for immediately and automatic termination of this EULA.
3.4. The license granted to this EULA is limited to the use of SENHASEGURA within the limits set forth herein, and the USER shall comply with the provisions of this document, especially with respect to its obligations and the protection of the intellectual property rights of MT4.
3.5. SENHASEGURA is presented in the way it is available (as is), and can undergo constant improvements and updates, not requiring MT4 to maintain a certain structure of operation or layout, if not for its own convenience.
3.6. The USER is aware that MT4 will elect, at its discretion, the necessary resources to make available to SENHASEGURA, and MT4, may even use third party components.
3.7. Considering that MT4 uses components from BouncyCastle and MaterialDesignInXAML at SENHASEGURA, when using SENHASEGURA the USER is aware and agrees with the terms and conditions of the respective tools, available in the links: https://www.bouncycastle.org/csharp/license.html and https://github.com/MaterialDesignInXAML/MaterialDesignInXamlToolkit/blob/master/LICENSE, committing to comply with them in full.
4. USER OBLIGATIONS
4.1. Without prejudice to the other obligations set forth in this EULA, the USER undertakes to:
a) Prepare and perform the necessary routines to create and maintain backup copies of your data, including, but not limited to, all data and information that will be sent or made available to MT4 or imputed to SENHASEGURA, by any means;
b) Alter the passwords linked to the access account and communicate MT4 as soon as possible, if there is a compromise of the confidentiality of these components, or suspect or indicate of such change;
c) Obtain Internet access by own means;
d) Practice all necessary safety acts according to the state of the art for the safe operation of the device linked to SENHASEGURA;
e) In case of alleged malfunction or unexpected behavior of SENHASEGURA, seek support service from MT4, and cannot make any attempt to repair by themselves;
f) Bear all charges of misuse of SENHASEGURA resulting from improper use or in disagreement with the terms from instrument and other instructions provided by MT4; and
g) Respond to the suitability, form, origin, legality and content of the data entered, maintained or processed through SENHASEGURA, responding for any damage, corruption or failure arising from non-compliance with the provisions of this clause before you, before MT4 or before third parties.
5. RESTRICTIONS ON USE
5.1. Without prejudice to the other restrictions set forth in this EULA, the USER undertakes to:
a) Not access the programming areas of SENHASEGURA, its database or any other set of information that is part of the management activity of SENHASEGURA;
b) not use, copy, modify, transfer or distribute, sublicense, rent or lease SENHASEGURA,
c) Not reverse assemble, reverse compile, reverse engineer or use any other resources to translate SENHASEGURA, or to create works that are derived from them; and
d) Not remove or destroy any trademark, copyright or intellectual proprietary contained in SENHASEGURA.
e) In case that the USER decides to run pen tests by its own, or third parties MT4 may be called to accompany the tests. The results of these tests are confidential information and cannot be disclosed to others than User and people involved in this test.
f) All security vulnerabilities identified by the USER must be reported solely and exclusively to MT4.
g) The USER or the Final Client must share the vulnerability analysis report with MT4, as well as return any and all evidence collected during the tests.
h) MT4 may use the said report without any restriction or limitation, not generating for the USER or any third party has any right to remuneration.
i) The test information is under the confidentiality and disclosure rules of this contract.
j) It is prohibited to install any type of software on any component or subcomponent of the solution. If the user installs software of any kind or changes the settings of any component of the solution that is no mentioned in the proper users documentation, the software automatically loses the guarantee and support, in addition to losing the guarantee of performance, security and in case of failures it will be considered incorrect use and full user responsibility.
6. RESPONSIBILITY FOR USE
6.1. The USER understands that the PAM products are mission-critical products and that they store sensitive and business-critical information.
6.2 The USER is aware that it is his/her responsibility to keep the SENHASEGURA application and server always up to date in its latest available version to guarantee the availability of all improvements, corrections and security updates made available by the manufacturer, except in contracts that the update is MT4 responsibility.
6.3 The USER is aware that the application automatically and periodically reports to MT4 the installed version and data about performance metrics, usage and consumption metrics to ensure receiving notifications and alerts from the application regarding the necessary updates to keep the environment healthy, safe and at its best performance.
6.4 The USER can consult these versioning data and pending updates through the Online Dashboard in the SENHASEGURA application, as well as request the reported information from MT4 at any time.
6.5. The USER is aware that the improper use of the tool components by its operators may result in permanent damage and unavailability of the solution, as well as the permanent loss of critical information.
6.6. Recommendations for protecting the solution and its components.
The USER understands that the product / solution was designed to operate in a layered security model to maximize USER security. In order for information security to be preserved with less risk, the product must be deployed using good practices and best security architecture recommendations to create layered protections. The end USER must adopt security procedures involving best practices, such as protection of software components with a firewall, Intrusion protection system and similar mechanisms, restriction of logical, physical personnel access to software components, maintaining a secure network, backup and others good security practices to protect this element against cyber threats and increase its availability and connectivity since the solution depends on this component to function properly.
6.7. The unauthorized use of SENHASEGURA constitutes breach of the provisions of this EULA by the USER, and cause for immediately and automatic termination of this EULA.
7. USER LIABILITY
7.1. The USER is solely liable in all judicial spheres for the use of SENHASEGURA, obliging to repair, pay and reimburse MT4 for any costs, losses, expenses, demands, direct and indirect damages, fines, interest, damages, penalties, refunds, fees or other types of obligations that may be effectively established by reason of said claims.
7.2. The USER is aware and agrees that MT4 shall be exempt from any liability arising from this EULA and any other arising from the use of SENHASEGURA, and the USER shall be solely responsible for any obligations it may contract with MT4 and third parties during and because of using SENHASEGURA.
7.3. The USER is fully and entirely responsible for:
a) maintaining the proper functioning of its connections and technological infrastructure, which includes, but is not limited to, internet access connections, firewalls and any other hardware and software managed by the USER, as well as the peripheral equipment used by it.
b) any and all acts, facts or omissions which cause or may cause loss and/or damage to MT4 and/or to third parties, or which otherwise infringe any of the terms of this EULA; and
c) for all activities that occur under the login(s) and password(s) made available to it, where for USER shall:
i. Ensure maintenance thereof;
ii. Keep all personal access data to the system in a safe place; and
iii. Do not perform any act or omission that could result in misuse of logins and passwords by third parties.
8. MT4 LIABILITY
8.1. MT4 shall not be liable for any loss, damage, loss of profit, loss of any kind, or on any account, including business loss, computer, equipment or peripheral defect, or any other direct, indirect, incidental, special, consequential or punitive damages directly or indirectly resulting from the use or from an increase of the USER’s expenses due to improper use of SENHASEGURA, either as a result of misuse or for non-compliance with the rules, instructions and training that may have been provided or for unauthorized changes made by MT4 that are caused to the USER or any third parties. The same applies to misuse of passwords and logins.
8.2. MT4 shall not be responsible for failures of hardware and software owned, managed or held by the USER that may impact, prevent or adversely affect SENHASEGURA.
8.3. MT4 shall not assume, before the USER and/or third parties, any express or implied liability as to the merchantability of SENHASEGURA or its suitability for a particular business or purpose.
8.4. Under no circumstances will MT4 be responsible for:
i. Services whose performance is the responsibility of the USER or any third party that it may contract;
ii. Damage resulting from electricity, refrigeration, radioactive elements, pollutants and other similar environmental elements;
iii. Any damages resulting from the USER’s failure to perform the functions under its responsibility pursuant to this EULA; and
iv. Indirect or intangible losses, including but not limited to lost profits.
8.5. In no event shall the compensation to be paid by MT4 arising from this EULA may exceed the sum of the amounts actually paid to MT4 under the Licensee Agreement. The USER acknowledges that the limitations of MT4’s liability set forth in this EULA have been instrumental in setting the amounts herein stipulated in License Agreement.
8.6. Upon occurrence of an act of God or force majeure event, the obligations that the Parties are prevented from fulfilling will continue to be suspended for the duration of the event, and the Parties undertake to resume them as soon as the event in question ceases to exist.
9.1. The USER acknowledges that SENHASEGURA consists of intellectual property and confidential information of MT4. The USER shall take all reasonable measures to prevent that no information related to SENHASEGURA (including the software itself) be disclosed to any unauthorized person.
9.2. The USER shall indemnify and compensate MT4 for any loss, damage, cost, expense, claim or liability as a result of the USER’s breach of this confidentiality obligation.
9.3. The USER acknowledges that licensors and suppliers of the components of SENHASEGURA, as well as the providers and subcontractors of these licensors and suppliers may have access to the Confidential Information without breaching, infringing or violating any confidentiality and secrecy obligations.
10. INTELLECTUAL PROPERTY
10.1. The intellectual property rights of SENHASEGURA and all intellectual materials that constitute them are the exclusive property of MT4, and the USER has no authorization to act on behalf of MT4 or to promote any registration with a competent authority. Any violation or unauthorized use promoted by the USER or with its contribution will imply in developments in the civil and criminal sphere, besides repairing MT4 for the losses and damages caused.
10.2. The USER, as user of the license(s) that makes SENHASEGURA, undertakes to keep it unchanged, being prohibited from modifying, expanding or reducing its characteristics, generating updates or technological derivations, develop an application or procedure that allows access to the source codes without the previous and written consent of MT4, being agreed that any alteration can only be performed per person by this accreditation. Failure to comply with this clause will constitute copyright infringement.
10.3. MT4 expressly declares that it holds all intellectual property rights with respect to the software system making up SENHASEGURA solution and is not in any way prevented from licensing its use, and ensures that such licenses do not violate any intellectual property rights including patent, copyright, industrial secrecy or any other rights of third parties or any national or foreign legal provisions, and is solely responsible for any questions relative to the ownership of SENHASEGURA copyright.
10.3.1. In the event of any legal action brought by a third party against the USER based on the allegation of intellectual property infringement by MT4, it will promote the defense at its own expenses, provided that the USER communicates within two (2) days after becoming aware of the fact and give MT4 full power to do so, as well as contributing all the necessary information and assistance.
10.4. MT4 is the sole owner and holder of any systemic learning that occurred within the scope of SENHASEGURA by means of parametrized or neural artificial intelligence, without implying any violation of the USER’s intellectual property, which is and will continue to own its own data and information.
10.5. The USER expressly acknowledges that it has no proprietary right over SENHASEGURA or over the software system that composes, integrates or supports SENHASEGURA, and this EULA does not transfer any privileges arising from such right.
11.1. This EULA does not grant to the USER any rights with respect to SENHASEGURA’s name, trademark, copyright (registered or unregistered), logo, insignia, symbol, distinguishing mark, manual or associated technical documentation belonging to MT4, which constitute, as the case may be, copyright, trade secrets and/or proprietary rights, such rights being protected by national and international laws applicable to intellectual property.
12.1. MT4 may audit the USER at any time, provided that it is notified in writing seventy-two (72) hours in advance.
12.2. MT4 may use a specialized company to perform the audit.
12.3. The USER is aware that, in order to carry out this audit, it shall grant free access to its physical facilities or by remote access to MT4 or third parties indicated by it, and undertakes to assist them whenever necessary or requested.
12.4 The USER is aware that the use of SENHASEGURA must respect the limits of licenses contracted.
12.5 The USER is aware that the use licenses for the SENHASEGURA application are linked to the contracted architecture characteristics, such as the number of cluster nodes (in case of acquiring a highly available environment) and that the license keys are provided by MT4 individually for each instance, whose hostname must be unique within the cluster. Any architecture change on the USER’s side must respect the contracted limits and may create the need to generate and the use of new license keys
12.6 The USER is aware that the current consumption of licenses, as well as volume and consumption characteristics of the system, is automatically and periodically reported to MT4 by the SENHASEGURA application.
12.7 The USER can consult these volumetric data through the Online Dashboard in the PASSWORD application, as well as request the reported information from MT4 at any time.
12.8. If the use of SENHASEGURA is found to be in conflict with the acquired number of licensed items, the USER shall pay to MT4 the relevant additional amounts, based on the price list and conditions in force on the date of the audit, without prejudice to the adoption of any measures that MT4 considers appropriate.
13.1. The USER agrees and understands that is a consensus and a reasonable understanding that there is no computer program totally free of error. Therefore, if a defect or fault is found on SENHASEGURA, the USER shall request MT4 to strive to remedy such defect or fault before any direct or indirect liability arising out of such error or defect is attributed to it.
13.2. The Parties agree that the development of new versions of licensed SENHASEGURA or the performance of the intended functions by other means does not characterize flaws in the design of SENHASEGURA.
13.3. The technical validity period of SENHASEGURA is the same as the term set forth in the Article 14 of this EULA. The USER agrees that any changes to his infrastructure that require MT4 to change the outlined technical scope may modify or extend the technical validity of SENHASEGURA.
13.4. No other warranties are provided to the USER, except if expressly established in this EULA.
14. TERM AND TERMINATION
14.1. This EULA shall enter into force on the date that the USER receives the Access Account of SENHASEGURA and shall remain in force for the period in which the SENHASEGURA is available to the USER (according to the License Agreement), except for provisions that by provision of this EULA remain in force or other obligations imposed the applicable regulation.
14.2. This EULA shall be automatically terminated in case of breach of any of its provisions by the USER.
15. GENERAL PROVISIONS
15.1. All provisions of this EULA relating to intellectual property rights, disclaimers and other related provisions will remain in effect after termination of the EULA.
15.2. This EULA obliges the Parties and their successors in any capacity, but neither Party may assign or transfer this EULA, in whole or in part, to third parties without the prior written consent of the other Party.
15.3. The tolerance for any non-compliance with any of the clauses and conditions of this EULA shall not be considered or construed as a moratorium or novation of the stipulated obligations nor will it prevent or inhibit the enforceability of full satisfaction afterwards or in the case of identical occurrence.
15.4. The invalidation, in whole or in part, of any provision of this EULA shall not affect the other, which shall remain valid and effective until the Parties have complied with all their obligations under this EULA. Subject to the provisions of this Clause, MT4 shall include in this EULA, in lieu of the invalid clause, valid terms and conditions that reflect the provisions of the clause invalidated, observing its intention and purpose and the context in which it is inserted.
15.5. The Parties recognize the form of contracting by electronic, digital and computer means as valid and fully effective, constituting an extrajudicial executive title for all legal purposes, even if it is established with electronic signature or certification outside ICP-BRASIL standards, as provided by Brazilian laws. Therefore, the present EULA can be signed by said means.
16. GOVERNING LAW
16.1. This EULA is governed by and construed in accordance with the laws of Brazil.
17.1. The Forum of the District of Sao Paulo, of the State of Sao Paulo, Brazil, is hereby elected to settle any questions relating to this EULA, with the resignation of any other, for whatever privilege it may have.
18. PUBLIC REGISTRATION
18.1. The Portuguese version of this EULA is registered in the 3rd Officer of Registry of Titles and Documents and Civilian of Legal Entity of the District of São Paulo under number 9.076.199 dated January 13th 2022 in Register Book B.