END USER LICENSE AGREEMENT (EULA)
TERMS AND CONDITIONS
The platform in question was created with the purpose of being a powerful media and interactivity access tool, i.e. an application powered by innovative technology, which materializes into a platform named SOUL TV INTERACTIVE TV PLATFORM , initially developed for Smart TVs, operating, in these devices, video streaming, among other media, as well as enabling interactivity between its users, comprising the first platform in the world created for Smart TVs, which collectively and/or individually puts the following into effect: (i) broadcasting of targeted media content, whether live or pre-recorded, (ii) support to e- commerce, (iii) marketing, (iv) advertisement, and (v) interactive social network. The referred SOUL TV INTERACTIVE TV PLATFORM is under continuous and uninterrupted development, meaning that its functionalities often undergo performance testing. Within this context, all INFORMATION and data generated by the flow of utilization of the application by the USER will be used by the company Soul TV in enhancing the functionalities of the device in question, i.e., when using the SOUL TV INTERACTIVE TV PLATFORM, even if partially or for testing purposes, the USER will be bound by the terms of this agreement, agreeing to its provisions, particularly with respect to the CONSENT TO ACCESS, COLLECT, USE, STORE, TREAT, AND APPLY TECHNIQUES TO PROTECT ALL USER INFORMATION AND DATA and the
characteristics of his/her access by SOUL TV, a conduct which is necessary for the full performance of the functionalities offered by the SOFTWARE, as well as its continuous enhancement.
PLEASE, CAREFULLY READ THESE TERMS PRIOR TO ACCESSING OR USING THE SOUL TV INTERACTIVE TV PLATFORM
In case of disagreement to the terms presented herein, platform use must be immediately interrupted by the USER.
Additional terms may apply to certain Services/Functionalities of the SOUL TV INTERACTIVE TV PLATFORM as they may be implemented.
The terms used herein must be interpreted and used as defined below, in singular or plural form:
- SOUL TV INTERACTIVE TV PLATFORM: The platform initially developed by SOUL TV, operating, in these devices, video streaming, among other media, as well as enabling interactivity between its USERS, by collectively and/or individually putting into effect the broadcasting of targeted media content, whether live or pre-recorded, support to e- commerce, marketing, advertisement, and interactive social network. The software is the sole property of SOUL TV, the functionalities and services of which are made available by the SOUL TV INTERACTIVE TV PLATFORM and/or a supplementary platform, through which USER INFORMATION will be directly provided through it or directly collected based on utilization of the platform, when applicable.
- SOUL TV CHANNEL/PORTAL: a content portal under development initially targeted for Smart TVs.
- FACEBOOK CONNECT: a tool developed by an outsourced company, which allows its users to interact with other applications and websites through their Facebook account, serving as a means of registration and/or access to the functionalities of applications and/or websites.
- ACCESS INFORMATION: Regards browsing data on access, by the user, to media content, such as clicks and views, both in the SOUL TV INTERACTIVE TV PLATFORM channels and in other open and closed channels accessed by the user’s Smart TV device or any device connected via HDMI connections in the referred device.
- PERSONAL INFORMATION: any information made available by the USER which identifies him/her, such as name, address, date of birth, telephone number (when applicable to the mobile platform), electronic address, username, Facebook data, when the user registers through “Facebook Connect”.
- INFORMATION: all USER information on personal and access data.
- USER: an individual or legal entity with full engagement capability, which accesses the SOUL TV software through the website, making his/her/its registration, accepting the terms of this EULA, and using the functionalities offered.
- SMART TVS: a concept that refers to the so-call smart televisions. This is a type of device with special characteristics that distinguish it from other televisions, being characterized by having Internet connection and for being prepared to offer several digital services.
- SOUL TV: The brand and visual identity of the content portal linked to the platform developed by Soul TV.
To use the SOUL TV INTERACTIVE TV PLATFORM, the USER, must previously acquire a Smart TV device and/or cell phone compatible with the application, as well as have access to the Internet, in addition to registering through the application in order to become a Soul TV USER. Registration may be accomplished by providing an email address and username, among other data, or directly through the SOUL TV INTERACTIVE TV PLATFORM connection consent with a preexisting Facebook platform account held by the USER through Facebook Connect.
Following registration, the USER, will receive a non-exclusive and free-of-charge temporary use license of the SOUL TV INTERACTIVE TV PLATFORM.
This End User License Agreement (“EULA”) is a legal agreement between the USER (an individual or legal entity) and SOUL TV ENTRETENIMENTO BRASIL LTDA., a private legal entity, registered with the CNPJ/MF under No. 37.696.060/0001-09, with head office in the city of São Caetano do Sul, State of São Paulo, at Rua Rio Negro, n° 195, Sala 02, Bairro Osvaldo Cruz, CEP 09570-540, herein represented in accordance with its articles of organization (hereinafter referred to as “SOUL TV”) to use the platform named SOUL TV INTERACTIVE TV PLATFORM.
TERM OF EFFECTIVENESS
This EULA will come into effect on the date of its acceptance by the USER and will remain in force for an indefinite period of time from acceptance hereof, with the possibility of review, suspension, or change of said term at any time by SOUL TV.
SOFTWARE USE LICENSE
Subject to compliance with these Terms, SOUL TV grant to the USER a limited, non-exclusive, free-of-charge license as of the registration and the confirmation of the user registration in the SOUL TV INTERACTIVE TV PLATFORM, not subject to sublicensing, revocable and non- transferable for: (i) access to and use of the SOUL TV INTERACTIVE TV PLATFORM in his/her Smart TV device and/or cell phone, exclusively for his/her use of the Services; and (ii) access and use of any content, information, and related material that may be made available through the Services and functionalities contemplated, in each case, for his/her personal use. Any rights not expressly granted hereby are reserved to SOUL TV and any of its affiliates.
The USER will not acquire, either through this instrument or through the use of the SOUL TV INTERACTIVE TV PLATFORM, any intellectual property rights or other exclusive rights, including patents, drawings, brands, copyrights, or any rights regarding confidential INFORMATION or trade secrets, as well as all content made available on the SOUL TV INTERACTIVE TV PLATFORM, including, among others, text, graphic, audio and video (output and input), image, logo, icon, photo, editorial content, notice, software and any other material regarding or associated to the SOUL TV INTERACTIVE TV PLATFORM or any part thereof. Also, the USER will not acquire any rights regarding or associated with the SOUL TV
INTERACTIVE TV PLATFORM or any components thereof, in addition to the rights expressly licensed to the USER under this agreement or in any other contract mutually agreed to in writing by and between the USER and SOUL TV. Any rights not expressly granted hereunder will be solely reserved to SOUL TV or anyone legally appointed thereby.
OBLIGATIONS OF THE USER
The USER undertakes to:
Maintain at its own expense the Smart TV device, cell phone, telecommunication line, modem, communication software, and email address, among other necessary resources to use the SOUL TV INTERACTIVE TV PLATFORM;
- Be accountable for any and all INFORMATION included in the SOUL TV INTERACTIVE TV PLATFORM, as well as for the registration, permits, passwords, and type of usage as a USER. In no event will SOUL TV be held liable for the content (INFORMATION, passwords, copies of INFORMATION, etc.) included in the SOUL TV INTERACTIVE TV PLATFORM, and therefore, said INFORMATION will not be reviewed at any time. The USER will be liable for any INFORMATION included in the SOUL TV INTERACTIVE TV PLATFORM at all times;
- Ensure that he/she is not prohibited, by legal and/or contractual determination, from providing SOUL TV with any INFORMATION and other data necessary to perform the service offered by this EULA;
- Not to use the SOUL TV INTERACTIVE TV PLATFORM in any manner that could imply tort, infraction, violation of rights, or damage to SOUL TV or to third parties, including, among others, using it to invade computer devices with the purpose of obtaining, altering, or destroying data or INFORMATION without the express consent of the owner of said data or the device or server in which it is stored;
- Not to publish, send, or transmit any file containing viruses, worms, Trojan horses, or any other program that could contaminate, destroy, or interfere with the smooth operation of the SOUL TV INTERACTIVE TV PLATFORM;
- Notify SOUL TV of any and all changes in the INFORMATION provided thereto, which could prevent, limit, or compromise access by SOUL TV to the INFORMATION necessary to perform the functionalities offered by the SOUL TV INTERACTIVE TV PLATFORM;
- Allow free access by SOUL TV to any and all INFORMATION generated by the USER
while using the application.
- Should the USER believe that his/her login and access password have been stolen or became known by other people for any reason, he/she must immediately notify this fact to SOUL TV, without prejudice to the change in his/her password, through the SOUL TV INTERACTIVE TV PLATFORM.
- The USER agrees to receive publicity, promotions, and reward system.
OBLIGATIONS OF SOUL TV
SOUL TV undertakes to:
Guarantee to the USER that the SOUL TV INTERACTIVE TV PLATFORM must operate on a regular basis, provided the use conditions defined in the documentation are met. In the event of bugs, SOUL TV undertakes to correct said bugs under its terms and conditions.
Grant, following acceptance of this EULA, access to SOUL TV INTERACTIVE TV PLATFORM during the term of this EULA;
Suspend access to the SOUL TV INTERACTIVE TV PLATFORM by a USER who is disrespecting the content rules set forth herein or the legal standards in effect;
Change, at its sole discretion, the specifications and/or characteristics of the SOUL TV INTERACTIVE TV PLATFORM for purposes of improvement and/or to correct errors;
Provide access to the support services from Monday to Friday, 8:00 am to 5:30 pm (Brasília time), without intervals, through the email email@example.com, to answer questions of a non-technical nature directly related to the SOUL TV INTERACTIVE TV PLATFORM, and SOUL TV must reply within no more than 48 hours.
Keep secret the USER INFORMATION, as well as his/her access records, considering that the referred INFORMATION will be stored in a safe environment, respecting the USER intimacy, private life, honor, and image, in compliance with the provisions of the General Data Protection Law (LGPD).
SOUL TV undertakes to follow the instructions received from the USER to purchase the product and/or engage the provision of services.
SOUL TV LIABILITY DISCLAIMER SOUL TV will not be held liable for:
Operation failure, operation by unauthorized persons or any cause other than by negligence of SOUL TV.
Issues defined as “act of God” or “force majeure”, contemplated by Article 393 of the Brazilian Civil Code.
Any issues arising from actions of third parties, which could interfere with the quality of the service.
Damages caused to the user and/or third parties by reason of content made available by
SOUL TV through the SOUL TV INTERACTIVE TV PLATFORM.
Any third-party content to be transmitted by the SOUL TV INTERACTIVE TV PLATFORM.
Any consequence from a legal relationship established between the USER and third- party companies which contact has started, or not, through the use of the application by the user.
Any acquisition of products and services made by the user through the content generated by third-party companies and broadcast in the SOUL TV INTERACTIVE TV PLATFORM.
Any loss caused to the USER as a result of failure to deliver a product and/or to provide services for which the third-party advertising seller/service provider is liable.
SOUL TV adopts appropriate safety measures according the market standards for the protection of the USER INFORMATION stored in the SOUL TV INTERACTIVE TV PLATFORM. However, the USER acknowledges that no system, server, or software will be absolutely immune to attacks and/or invasions by hackers and other malicious agents, and that SOUL TV will not be held liable for any unauthorized exclusion, obtainment, use, or disclosure of INFORMATION resulting from attacks that SOUL TV could not reasonably avoid through the referred safety standards.
To the maximum extent permitted by the law in effect, the SOUL TV INTERACTIVE TV PLATFORM is supplied “as is” and “as available”, with all failures and without any guarantee of any type. SOUL TV does not guarantee that the functions contained in the SOUL TV INTERACTIVE TV PLATFORM will meet his/her needs, that its operation will be uninterrupted or free of errors, that any service will continue available uninterruptedly, that its defects will be promptly corrected, or that the SOUL TV INTERACTIVE TV PLATFORM will be compatible or function with any third-party application or services.
In no event will SOUL TV be held liable for personal damages or any incidental, special, indirect, or consequential loss, including, among others, pecuniary losses due to loss of profit, corruption, or loss of data, failure data transmission or reception, discontinuance of the business, or any other pecuniary or commercial loss arising or associated with its use or its inability to use the SOUL TV INTERACTIVE TV PLATFORM, for any other reason. Likewise, in no event will SOUL TV held liable for any content generated by third parties made available in the platform.
The USER can neither use nor allow the SOUL TV INTERACTIVE TV PLATFORM to be used for any purpose other than that provided for under these terms, nor can he/she, also in these cases, use it for commercial purposes and/or purposes associated with any business/corporate activity. This license does not imply the capacity to access software/platforms other than those originally located in the SOUL TV INTERACTIVE TV PLATFORM. In no event will the USER have access to the SOUL TV INTERACTIVE TV PLATFORM source code, as it is the intellectual property of SOUL TV.
The USER CANNOT: (i) remove any copyright or trademark right notices, among other property right notices from any part of the Services; (ii) reproduce, modify, prepare derivate works, distribute, license, sublicense, lease, provide as guarantee, sell, resell, fully or partially transfer, display, broadcast, transmit, or otherwise, exploit the Services, except in the manner expressly permitted by SOUL TV; (iii) decompile, perform reverse engineering, or “disassemble” the Services, except as permitted by the applicable legislation; (iv) connect, mirror, or cut any part of the Services; (v) make or launch any programs or scripts for purposes of scraping, indexing, surveying, or obtaining data in any other manner from any part of the Services or for purposes of inappropriately overloading or compromising the operation and/or functionality of any aspect of the Services; or (vi) attempt to obtain unauthorized access to the Services or compromise any aspect of the Services or its systems or related networks.
The USER may terminate this EULA at any time by communicating his/her termination through the following email address: firstname.lastname@example.org.
SOUL TV may also terminate this EULA at any time, at its sole discretion, and/or in the event of violation by the USER of the terms and conditions agreed to herein.
REINSTATEMENT OF INFORMATION
Once access by the USER has been suspended, SOUL TV will keep the USER INFORMATION stored in the SOUL TV INTERACTIVE TV PLATFORM for ninety (90) days from suspension of the access. During this time, SOUL TV will make USER INFORMATION available for removal from the SOUL TV INTERACTIVE TV PLATFORM in “.csv format”.
After ninety (90) days from suspension of access by the USER, all USER INFORMATION will be permanently excluded from the SOUL TV database, regardless of whether or not they were removed by the USER, considering that it may be used in sampling by SOUL TV for studying and implementing the SOUL TV INTERACTIVE TV PLATFORM functionalities. Notwithstanding the foregoing, all INFORMATION regarding the date and time of access and the Internet protocol address (IP address) used by the USER to access the SOUL TV INTERACTIVE TV PLATFORM (when applicable) will remain stored by SOUL TV for six (6) months from the date of each access, irrespective of the termination of the legal relationship between SOUL TV and the USER, pursuant to the provisions of Article 15 of Law No. 12965/2014 (“Civil Rights Framework for the Internet”).
RETURN OF THE SOUL TV INTERACTIVE TV PLATFORM
SOUL TV reserves the right to immediately cancel access by the USER to the SOUL TV INTERACTIVE TV PLATFORM in those cases in which the USER uses it in a manner other than that provided for herein. Should the USER use the SOUL TV INTERACTIVE TV PLATFORM in violation of the conditions set forth in the EULA, his/her account will be terminated.
REPRESENTATIONS OF THE USER
The USER represents to be aware that the operations corresponding to the acceptance of this EULA, of certain conditions and options, and of any termination hereof and other amendments hereto, will be recorded in the SOUL TV databases, along with the date and time when they were made by the USER, considering that the referred INFORMATION may be used as evidence by the parties, regardless of compliance with any other formality.
FREE, EXPRESS, AND INFORMED CONSENT FOR ACCESS TO INFORMATION AND DATA
By using the SOUL TV INTERACTIVE TV PLATFORM, in addition to fully accepting this “EULA”, USER also freely and expressly consents that SOUL TV collect, use, store, and handle his/her INFORMATION, including his/her personal data and any data on access to the content of both the platform and the Smart TV device and/or other devices connected to thereto, which will be necessary for third parties linked to SOUL TV so that the service offered may be fully provided. For such, the USER freely and expressly consents to provide any data that allows access to the necessary INFORMATION for the SOUL TV INTERACTIVE TV PLATFORM to run all functions for which it was designed. The USER consents that, by accessing the SOUL TV INTERACTIVE TV PLATFORM and/or the SOUL TV website, the latter may collect technical browsing INFORMATION, such as the type of browser used in the computer and/or the mobile device used to access the website and/or application, the Internet protocol address, the pages accessed, and the average time spent on the website, as well as data on access to media content by the user, regarding both the media content accessed by the SOUL TV INTERACTIVE TV PLATFORM and that accessed by the Smart TV device and other devices connected thereto, considering that the technical characteristics of the content will be collected, such as the channel and/or the means to make available the referred content and the average time spent in accessing the referred content. Said INFORMATION may be used to give guidance to the USER himself/herself, as well as to improve the customization of the services offered.
The USER freely and expressly consents that his/her INFORMATION may be transferred to third parties as a result of the sale, acquisition, incorporation, corporate reorganization, or any other change in the control of SOUL TV. However, in such events, SOUL TV undertakes to notify the USER.
SOUL TV and any third parties that may have access to the aforementioned USER data undertake to guarantee the safety and safeguarding of said information in their databases, in addition to being held liable for any damages caused by any noncompliance with the provisions set forth in Law No. 13709/18 – General Data Protection Law (“LGPD”).
The USER cannot provide services to third parties using the SOUL TV INTERACTIVE TV PLATFORM without prior and express authorization. Authorization to use the SOUL TV INTERACTIVE TV PLATFORM is personal and non-transferable. In the case of corporate users, the SOUL TV INTERACTIVE TV PLATFORM cannot operate under the “multi-company” regime and needs a specific license for each CNPJ.
Should the USER develop a new module or product that characterizes full or partial copy of either the data dictionary or the program, it shall be considered an integral part of the SOUL TV INTERACTIVE TV PLATFORM supplied by SOUL TV, and therefore, its ownership will be incorporated by SOUL TV and its use conditioned to these contractual clauses.
This EULA binds the parties and their successors, and only the USER has a non-exclusive license to use the SOUL TV INTERACTIVE TV PLATFORM, and therefore, he/she is prohibited from transferring the rights and obligations agreed to herein. Such limitation, however, does not affect SOUL TV, which may, at any time, assign, in whole or in part the rights and obligations inherent in this EULA.
Tolerance by one party towards the other party with respect to noncompliance with any of the obligations assumed hereunder will not imply novation or waiver of any right. The tolerant party may, at any time, require that the other party strictly and fully comply with this instrument.
Noncompliance with the obligations assumed hereunder as a result of facts that are not contingent on the intent of the parties is not a cause for the termination of the agreement, such as those facts that characterize act of God or force majeure, as provided for in article 393 of the Brazilian Civil Code.
If any provision of this EULA is considered null, voidable, invalid, or unenforceable, no other provision of this EULA will be affected as a result of such, and therefore, the remaining provisions of this EULA will remain in full force and effect as though said null, voidable, invalid, or unenforceable provision were not contained in this EULA.
The USER agrees that SOUL TV may disclose the execution of this instrument for commercial purposes, mentioning the USER’s name and trademark (when applicable) in commercial campaigns, as well as disclose messages sent in writing or verbally, by phone, for use in websites, newspapers, magazines, and other campaigns, during the term of this EULA. The USER also accepts to receive communications via electronic mail on products and services, partnerships, and campaigns related to the SOFTWARE.
SOUL TV hereby expressly authorizes the USER to collect and use its technical and operational data included in the SOUL TV INTERACTIVE TV PLATFORM, for purposes of studies and improvements.
SOUL TV may, at its sole discretion, at any time and without the need for prior notice to the
- Cease, change, or suspend, whether fully or partially, access by the USER to the SOUL TV INTERACTIVE TV PLATFORM, when this access or record violates the conditions set forth in this EULA;
- Exclude, whether fully or partially, the INFORMATION recorded by the USER which is not consistent with the provisions of this EULA;
- Add, exclude, or change the content offered on the website;
- Change any terms and conditions of this EULA through a simple notice to the USER.
SOUL TV may also, at its sole discretion, suspend, change, or cease the SOUL TV INTERACTIVE TV PLATFORM activities.
The USER agrees and acknowledges that, only a person registered by the USER himself/herself as account manager may request the deletion of the USER INFORMATION included in the SOUL TV INTERACTIVE TV PLATFORM. In addition, the USER represents to be aware that, once it has been deleted, this INFORMATION cannot be recovered, holding SOUL TV harmless from any and all liability for any losses or damages arising from this procedure requested by the USER.
This EULA will be governed, construed, and subject to the Brazilian laws and the USER and SOUL TV hereby irrevocably and irreversibly elect the Central Courts of the Judicial District of the Capital City of the State of São Paulo, to solve any questions or disputes arising from this EULA, with the waiver of any other, however privileged it may be.