E-Commerce Contract Terms of Service and Use

Transcription

1 TERMS OF SERVICE AND USE - Enterprise Cloud Services - 1. Definitions Within the scope of the present contract, composed of the Terms of Service and Use and the contracted enterprise Cloud Services, the expressions below have the following meanings: ONI Customer : The company which was already an Oni customer at the time the Enterprise Cloud services were subscribed, signing a contract with Oni for these services to be provided; Cloud Applications : Applications which are available to the Customer for free, having the Customer to manage and use them within the scope of the functionalities of Enterprise Cloud. This solution does not preview the update of the supplied software. Cloud Architectures : All software, including OS, available as stated in the enterprise.oni.pt site. This solution does not preview the updates to the supplied software. Cloud Server : all the computational resources supplied to the customer by Oni within the scope of the enterprise Cloud Services. The delivery of the Cloud Servers solution assumes the pre-installation of the requested OS. Within this service, the OS is supplied with the most recent service pack/patch level of the manufacturer, being the following OS updates of the exclusive responsibility of the Customer; Custom Solutions : All the custom solutions developed for the Customer within the scope of the Enterprise Cloud services; Enterprise Cloud : This is a registered trademark of the ONI Group. Therefore, all the rights concerning the trademark are legally protected and cannot be violated by third parties neither can the trademark be used without the express consent of the ONI Group. Any misuse will be subject to prosecution, criminal or civil, depending on the offense. Management Interface : Area of the Customer Portal allowing the visualization of the several available functionalities at any given moment, allowing the management of the Enterprise Cloud Services contracted; EC Portals : includes both the Customer Portal available at and the Enterprise Cloud Portal available at Customer Portal : portal for the management of the contracted EC Solutions, as well as to subscribe new services or change the contractual terms in force; Enterprise Cloud Portal : portal for user registration and subscription of EC Solutions, as well as to promote Oni s Cloud offer; Ready to Run Solutions or R2R Solutions : Solutions ready to use by the Customer developed by Oni within the scope of the Enterprise Cloud Services. The subscription is made at the Portals and available under one of the following options: Cloud Servers, Cloud Architectures or Cloud Applications. 1

2 Resources : variables or components of the EC Services available to the Customer (core number, RAM and disk space); Enterprise Cloud Services or EC Services : set of services available to the Customer in a cloud computing platform, allowing data management and storage in its different forms of use. 2. Object 2.1. The present Terms of Service and Use, together with the registration process and all other associated elements, aim to regulate the conditions of use for ONI Customers and users authorized by the Customer (both designated as Customer ) of: The Enterprise cloud services ( EC Service or EC ) provided by ONITELECOM Infocomunicações, SA, with main office at Avenida Fontes Pereira de Melo, nº 27, Lisbon, registered at the Lisbon Commercial Registrar Other platforms associated with the portal ( Portal ) Through the EC Services, ONI has the following offers, which can be chosen by the Customers at the Management Interface according to their needs i) Cloud Servers; ii) Cloud Architectures; iii) Cloud Applications ONI offers R2R Solutions with computational services, mainly RAM, processor and disk space. The R2R Solutions are available on a virtual platform which distributes the resources required by the Customer in accordance with the chosen configurations The use of the EC Service by the Customer requires full acceptation and without reserves of the present Terms of Service and Use Accepting the Terms of Service and Use also implies the acceptance of specific contractual conditions applicable to the products and services available in the restricted area of the Portals subscribed by the Customer at any given time, being it new services or service conditions subscriptions and/or changing or cancelling subscribed conditions under the terms previewed in this contract ONI reserves the right to unilaterally change at any time the Terms of Service and Use. In case of relevant changes to the services provided, the Customer will be given an 8 (eight) days notice to any of the contacts provided at the Portal registration, being the Customer responsible for keeping the contacts up-to-date. 2

3 3. Enterprise Cloud and Customer Portal 3.1. The EC Portals provided by Oni allow: (i) The digital subscription to EC Services, under the terms described in these Terms of Service and Use and all other applicable conditions; (ii) To consult the catalogue of EC Services available at the Portal; 3.2. At the available Management Interface ( the Customer may also manage and monitor its account, viewing all the subscribed EC Services, as well as subscribing to new services or new contractual conditions The functionalities mentioned in paragraph (i) of 3.1. are only available to Costumers duly registered in the portal, being its use limited to the user profile of the Customer The EC Services available at the Portal may be provided by (i) ONI on its own behalf, (ii) ONI agents or (iii) by ONI suppliers or partners Through the EC Portals, ONI provides Ready to Run Solutions, which cover predefined service solutions, the Customer only defining the terms of service under the allowed conditions and/or configurations Besides the R2R Solutions, there are also solutions adapted to the needs shown by the Customer ( Custom Solutions ) available upon direct request to ONI, which will be addressed by a Key Account Manager. 4. Registration and Access to the Enterprise Cloud Portal 4.1. At the registration process in the EC Portal, the Customer must fill in the data requested in the registration form The Customer is fully responsible for the truth, accuracy; updating and veracity of the data supplied at registration and must send to ONI all the necessary and suitable documents under the terms of the following paragraph To verify the legitimacy of the person making the registration at the EC Portal on behalf of the Customer, ONI may confirm with the Customer the power of representation of that person and/or ask for documents proving that power of representation to be sent in digital form. ONI may refuse access to the Customer if it is not confirmed and/or validated the legitimacy of the individual who made the record During the registration process, the Customer will define the Username and Password When the registration is finished, the Customer should change the initial password provided by ONI (using the functionality dashboard>account available at the Portal), so that the legitimacy and confidentiality of the access is assured The username and password are personal, not transferable and solely for the use and knowledge of the Customer. Thus the Customer must assure and protect, under all circumstances, the confidentiality and safety of the information, namely by not disclosing it to third parties and by not working under conditions which may allow the 3

4 information to be decoded and copied. The Customer must guarantee that the terminal equipment used to access and use the Portal is duly protected against malware. The Customer is also responsible for all activities occurring in or through its account under its username and password and agrees to immediately notify ONI of any security breach in its account Oni will not be responsible for any losses or damages, caused by abusive or negligent use of the codes mentioned in the previous paragraphs, which are not directly and exclusively attributed to ONI The eventual use of the Portals by third parties using the codes provided by ONI to the Customer, with or without its authorization, it is considered to be made by the Customer, except proven otherwise ONI reserves the right to restrict or limit the access to the Portals or part of them due to technical, commercial, strategic or legal constrains The Customer expressly recognises and accepts that the IP network (Internet Protocol) is a public digital communications network that may be used by several customers and/or users and is therefore subjected to overloads. Thus Oni does not assure that the access to the Portal is made without any interruptions, loss of information or delays Oni will not assure also the access to the Portals in case there is an unaccounted system overload or force majeure situations (of extraordinary or unpredictable nature, outside ONI and that cannot be controlled by it). 5. Terms of Use 5.1. The operations available at the Portals must be carried out by users with the age of 18 (eighteen) or above (any individual below that age must have the legal consent of their legal representatives) The Customer guarantees that it has the power, authority and capacity needed to conclude and execute all the contractual liabilities resulting from these Terms The Customer commits to supply valid data which allows its identification, namely full name, organization, VAT number, address, phone and The intervention of ONI within the scope of an Enterprise Cloud Service subscription is limited to providing the material and network resources needed for Enterprise Cloud, except otherwise agreed by both parties. Oni only guarantees the use of a specialized infrastructure, having no control over the contents of the information hosted in the EC Services or over the administrators of the virtual machines or solutions implemented in the EC Services available to the customer The elements, information, instructions and orders transmitted by the Customer using the Portals have full legal rights. The Customer recognises the acquisitions and other binding digital operations and cannot claim the lack of signature for not complying with its commitments. 4

5 5.6. The Customer confirms it detains the technical know-how needed to guarantee the correct handling of all platforms available within the scope of the EC The Customer commits to use the Service in a responsible way, as well as the network resources that have been granted. In case of abnormal use of the infrastructure resources, Oni reserves the right to cease the Customer s Enterprise Cloud Service in accordance with this Contract The Customer commits not to use the Portals in such a way that it may or will cause the interruption of the Portals availability or any damages to their normal functioning. The Customer also commits to abide to all legal requirements applicable to the use of the Portals, namely not to practice or promote the practice of illegal or moral offensive actions. The Customer must also abide to the specific rules of use of the operations available at the Portals The Customer, in accordance with the law and the Present Terms of Service and Use, commits not to use the Portals for, included but not limited to, the following purposes: (i) Make available, send or transmit any contents which may be illegal, mainly if those contents are defamatory, invasive of another's privacy and detrimental to minors, judicially disabled or debarred individuals; (ii) To falsely represent an individual or company; (iii) Make available, transmit or send, in a negligent or dishonest way, any materials which contain software viruses or any other computer code, files or programs intended to interrupt, destroy or limit the functionality of any computer or computer system (both hardware and software) or telecommunications equipment; (iv) Get, store or disclose any information on other Customers under any format The Customer also commits not to allow the use of Portals for third party direct or indirect benefit without previously getting the express written consent from ONI The Customer commits to make a diligent and responsible use of the EC Portals In case the Customer supplies wrong, incomplete or false information, ONI has the right to (i) suspend or cancel access to the Portal areas requiring authentication; (ii) cancel the supply of any other products or services provided; block future access of the Customer to one or all products provided by ONI through the Portals From the moment the Customer subscribes one or more EC Services, the Customer can access its Management Interface in the Customer Portal The Customer accesses its Management Interfaces to subscribe new solutions, monitor its resources and manage the contracted EC solutions as well as their resources. 6. Subscription of Products and Services available under the scope of Enterprise Cloud 6.1. Through the Enterprise Cloud Portals, the Customer may subscribe or show its intent to subscribe products and services available at the Portals, all of which have a price associated. 5

6 6.2. Each subscription made by the Customer at the Portal is, except for pre-paid plans, considered by Oni as an acquisition request being therefore subject to ONI s agreement. After being accepted by Oni, an will be sent to the address provided by the Customer with all the data concerning the subscription request The product and/or service subscription requests submitted by the Customer through the Portals constitute its agreement and intention to be bound to the contracted solutions and payment for those products and/or services. For the Customer to access and keep its digital registries, it may be requested to have specific hardware and software which will be of the Customer s entire responsibility Within the scope of the products and services available at the Portals, ONI grants the Customer the right to use the products and services available at the Portal. There are 2 (two) categories of products and services: EC products and services developed by ONI that detains their license; products and services developed by ONI suppliers / partners, which are the owners of these licenses The license terms for each product and service are incorporated in the Portals and they will be communicated to the Customer within the scope of the subscription to each EC service The Customer expressly recognizes and accepts that the license it acquires for each product and service available at the EC Portal constitutes a binding agreement between the Customer and ONI under the terms and conditions regulated here In the cases the Customer subscribes to third parties products and services, the Customer recognizes and accepts that it may be assuming a commitment with ONI and the third party concerning the use of such third party product and service ONI has the right to, at any moment, remove, change and add products and services to the Portals, being these changes communicated to the Customer in due time In case of ONI Customers, the products and/or services subscribed under this agreement may be billed in a new account, in an already existent account or being submitted to a pre-paid plan which is to be defined within the scope of the contracted solutions and services. 7. Duration and Termination 7.1. The contract is made for a 1 (one) month period, starting at the moment any of the EC Services is active at the Cloud Management Interface o the Customer s Portal - ( The solution of the EC Service is subscribed for a one month period, successively renewed for identical periods, until the contracted services are terminated by any of the parties. The Customer through its Management Interface and at any given moment may change the characteristics of its EC Service or Services configuration. 6

7 7.3. Portals are available during an undefined period and may cease through digital communication and/or notification with a minimum warning period of 15 (fifteen) days before termination The Customer may cancel this Agreement due to serious and repeated violation of the contract, being this communication in force 30 days after the reception of the written notification, specifying the alleged violation. The communication will be in force if the claimed violations are not solved before the effective termination date If the Customer detains a pre-paid plan, the termination notification will also be the termination warning of that plan through the Customer Portal. ONI is not obliged to return any payment in case of termination by the Customer, except if this is related with a proven contract violation by ONI By means of a communication to the Customer and with no previous notice, ONI may terminate the contract and contracted services, as well as part of it, whenever there is a serious contract violation including but not limited to any violation of the Service provisions or payment obligations. Under these circumstances ONI is not forced to return the paid or pre-paid values ONI may terminate this contract for convenience at any time, as long as this is communicated in writing with a 30 days notice. In case of termination for convenience, ONI will reimburse the prepaid amounts for the services yet to be delivered. 8. Prices, Means of Payment and Billing 8.1. The prices for the several configurations of the Cloud Servers are available at the site The monthly value shown at the Customer Portal and chosen by the Customer considers a 30 (thirty) days period starting from the subscription date and it is composed of a fixed and a variable component. The total of the two components will be billed monthly at the beginning of each month concerning the previous one The varying component is calculated according to the number of resources of EC Services which might be subscribed. The calculations will be based on the daily values and proportional to the days of use in which the service is active. This parcel will correspond to the maximum of resources contracted daily. The fixed component will be billed in 30 days periods, no matter the number of days in which the service is active. In case the client deactivates de services before the 30 days are over, the fixed component will be invoiced in full To the prices of the EC Solutions and Services mentioned in the Portals will be added VAT at the legal rate in force at the moment Oni has the right to change prices at any given moment notifying the Customer of the changes. 7

8 8.6. The lack of payment of an invoice after its due date will grant ONI, without prejudice of other means, the right to immediately suspend the contracted services, as well as to block new services, orders of technical resources or complementary options Oni will send the summary of the invoice to the address provided by the customer at the registration, and the daily use detail may be obtained at the ONI Customer Portal The value of the fee to be paid by the Customer must be made by one of the following options: a) Bank Debit; b) Bank transfer; c) ATM or d) cheque issued by a bank established in Portuguese territory or in a Country of the European Economic Area ONI has the following procedures to for allocation of billing accounts: i. Creates a new billing account for new Customers; ii. Allocates the existing Cloud account, if the Customer is already a client of the ONI Cloud; iii. Allocates a new account in case the ONI Customer has no Cloud services and has more than one account If the Customer makes a change to the base configuration chosen for the EC service, the Customer will be billed by the new value from the date the change is active in the Cloud Management Interface All the changes performed by the Customer within the scope of the use of the contracted EC Solutions will be invoiced to the Customer, based on the price applicable to the new service configuration and according to the used Resources. The price can be consulted at the Customer Portal. Due to administrative reasons billing can be issued separately for each type of contracted service. 9. Enterprise Cloud Service 9.1. The Enterprise Cloud Solutions and Services have companies and self-employed individuals as target The bandwidth of Enterprise Cloud Solutions and Services is limited to a maximum data debit In certain solutions, the Customer may consult the maximum bandwidth consumed and thus visualize the average debit of the Enterprise Cloud solution in its Management Interface ONI provides different Cloud configurations to its Customers, being their description available at the sites and The Customer may change at any moment the configuration of the components of its R2R Cloud solution. The billing changes are defined in points 8.11 through 8.13 in this contract After validation of the order request, Oni will activate de Cloud solution in the Management Interface. The Customer guarantees it owns the necessary technical know- 8

9 how to correctly manage the Cloud solution and that it is its responsibility to backup all the data stored in Oni s Cloud platform In the Cloud solutions where this is possible, the Customer is responsible to install and maintain software as well as it recognizes that Oni has no responsibility for the malfunction of the solution caused by the use of that software The Customer will be informed if Oni exercises the right to restrict certain functionalities to assure the safety of the infrastructure. The Customer compromises to assure the diligent use of the service. 10. Obligations of ONI ONI has the following obligations within the scope of the present contract: a) Act diligently and with the necessary care to supply a quality service according to the uses of the profession and state of the art; b) Maintain the Enterprise Cloud platform and infrastructure in a good working state. In case of outage, ONI commits to replace the components in the shortest period of time possible; c) Act as soon as possible in case of incident not related to misuse of the EC Services, by request of the Customer, so that the services can be re-established, except if the origin is of third parties responsibility; d) Guarantee the maintenance at the best quality level of its tools ONI reserves the right to interrupt the service for technical interventions to improve the services. In these cases, Oni will inform the Customer, within a maximum of 48 hours beforehand, of the nature and time spent on the intervention to minimize eventual losses ONI declines any responsibilities concerning safety backups of the data stored under the EC solutions ONI may not be held responsible for the contents of the information, sound, text, images, form elements and accessible data in the virtual machines of the Customer ONI cannot be held responsible in case of: a) Fault, negligence, omission or fail of the Customer, disrespecting the advices transmitted by ONI about the stored data; b) Fault, negligence and omission of a third party over which ONI has no control or authority; c) Occurrence of any unpredictable force majeure events as well as all events or incidents occurring independently of ONI s will; d) Service interruptions due to the need of technical interventions for the effects foreseen in point 16; e) Illicit disclosure or use of the passwords delivered to the Customer; f) Misuse of the terminals by the Customer; 9

10 g) Partial or complete destruction of the information transmitted or stored after mistake directly or indirectly made by the Customer; h) Intervention on the Service of a third party not authorized by ONI or the Customer; i) The non-compliance of the Customer with any legal duties imposed ONI reserves the right to interrupt the Customer services if the Customer s EC Service is a danger to the security of the ONI infrastructure, this occurring when the Customer s virtual machines are hacked, when a system security breach occurs or an abnormal use of the infrastructure resources in which the Customer s enterprise Cloud is included occur In case of interruption of the service under the terms previewed in the previous paragraph, ONI will inform the Customer whenever possible informing of the nature and previewed length of the intervention, so that the necessary measures are taken to avoid any damages. ONI commits to re-establish the service, without prejudice of suitable correction measures being taken by the Customer ONI cannot be held responsible for the lack of respect, partial or total, of an obligation and/or fail of the operations concerning the transport network over the internet and particularly of the Customer s ISPs ONI does not backup any of the Customer s data stored in the Enterprise Cloud, being of the exclusive responsibility of the Customer to take the necessary measures to backup its data, so that losses or deterioration of data is prevented, no matter what the cause, including those not expressly referred to in this contract With no prejudice to the above stated, ONI will make all the reasonable efforts to protect the Customer s data stored in the infrastructures available at the Portals. 11. Obligations of the Customer Within the scope of the EC Services contracted to ONI, the Customer: a) guarantees that it has the necessary rights over the data and that its contents do not violate the Portuguese law and good practices; b) should make backup copies of the data stored in the Enterprise Cloud Solution. In case of lack of space to store the data associated to the backup option and/or in case the data is corrupted or becomes inaccessible, ONI will, in no case, be responsible for their lost; c) is the only responsible for the files and data available in the virtual machines or ONI equipment associated to the Enterprise Cloud Services, being equally responsible for the contents of the stored and transmitted information, no matter the way it is transmitted explored or updated; d) must check the security backup made and, in case it is needed, should alert ONI s technical support to protect the data stored in the EC services. In case an abnormal functioning is observed, ONI may disconnect the Service to assure its integrity; and 10

11 e) commits to respect ONI s rights, as well as those of third parties, mainly the personality rights, the intellectual property rights, copyrights and licenses The Customer acts as a single independent entity, being the only responsible for any type or nature of contents stored, transmitted or updated in the EC Services Aiming to maintain the safety of the Cloud Servers and all the Cloud Infrastructure, ONI reserves the right to ask the Customer to make the available updates of the ONI applications in order to correct possible security breaches. If after this has been requested, the Customer does not make the updates, ONI reserves the right to interrupt the service ONI reserves the right to limit certain functionalities and protocols that may cause security breaches, like for instance: peer-to-peer file exchange, IRC, UdP/ICMP files, reserving also the right to forbid Proxy services In case ONI detects a security risk associated to the Customer s EC Services, it may contact the Customer with a request to reinstall so that the integrity of the server and the whole Cloud infrastructure may be preserved. During this procedure, ONI reserves the right to isolate the Customer of the Internet network In case there is needed to reinstall the EC Services and the Customer data, ONI will limit its intervention to the installation of the base configuration has it was initially supplied. The Customer will be responsible for the data transfer into the new system and to redo any customization to the application which it had eventually made before ONI reserves the right to control the correct use of the Cloud Solution and to suspend in full right the services without previous notice if the Customer violates the subscribed contractual conditions and, in general, the laws and regulations in force, as well as third party rights This way, the Customer assumes the responsibility to register and keep logs and all data needed to identify the person responsible for the publication of contents, as well as for the contents concerning the service delivered to the Customer. ONI will not be responsible for the contents of the transmitted, broadcasted or stored information, for its exploration and use, as well as for any other files. ONI also does not make available through the sites stored in the EC Services, hypertext files or links, contour limit services or newsgroups which violate copyrights and/or the right to intellectual property ONI is not responsible for the losses or direct damages above the value of the compensation to be paid by the Customer, for emerging indirect damages of this contract, loss of profit and damages arising from the noncompliance to or defective compliance of these Terms and Conditions of Use, as long as this is not directly imputable based on intent or reckless negligence. ONI will not be responsible mainly by: (i) mistakes, omissions or other inaccuracy of the information available through the Portals; (ii) for damages caused by misuse or defect of the free software available in the Cloud Applications (Sugar CRM, TWIKI and WordPress) ; (iii) for damages caused by the Customer or third parties, including violation of intellectual property and personal data; (iv) for the noncompliance or 11

12 defective compliance to the EC Services, resulting in court rulings or legal proceedings or even binding decisions issued by other administrative authorities; (v) of the noncompliance or defective compliance resulting from force majeure situations, i.e. situations of extraordinary nature or unpredictable, external to ONI and not controllable by it, such as fires, energy outage, cable or fibre cuts, explosions, wars, riots, civil riots, government decisions, strikes, earthquakes or other natural cataclysms, which may prevent or damage the fulfilment of its assumed duties. 12. Use of EC Services and stored data The Client understands that all the data stored in its storage space reserved within the scope for the contracted EC solutions will be erased by ONI after contract and or EC Solutions termination The Customer is the only administrator of the EC solutions and is the only responsible for the access, management of stored data and also for taking the necessary steps to safeguard the data ONI only assures the Customer s access to its storage area, allowing the filing and management of its data and that of its customers The Customer must adopt the necessary technical measures to allow the saving and maintenance of the connection records logs or other data, so that it allows, under the present legislation, identifying any individual contributing to the creation of the contents or part of the contents of the services the Customer provides If the Customer illegally uses spamming techniques as well as all activities of intrusion or attempt thereof from the Service (port scan, sniffing, spoofing, etc.) on the Internet using the EC solutions, this type of behaviour may lead to Service interruption and termination of the Service contracts without previous notice Considering the situations described in the previous paragraph, ONI reserves the right to immediately terminate and in full right the contract, without prejudice to the right of damage evaluation eventually suffered by ONI and the removal of the situation The Customer will be totally liable for the consequences of the malfunction of the Service originated by an incorrect use by members of its team or by any other individual to whom the Customer supplied its password(s) The Customer is the only responsible for the management of the accesses to its virtualization interface and is totally liable for the actions, changes or parameterizations carried out within its Service Any connection, Service change or order made through the Management Interface is assumed to be made by the Customer that will assume total liability for it At the same time, ONI will invite the Customer to regularly verify its Management Interface whenever there is an update aiming to optimize the performance of the EC Services. 12

13 In case the Service update is not made by the Customer, or if the Service is clearly obsolete, ONI will not be able to assure the best performance levels of the Customer s EC Solution Likewise, if ONI detects that the EC Services of the Customer were subjected to hackers or any other criminal or abnormal action, ONI will warn the Customer as soon as possible, being the Customer invited to quickly take all the measures necessary to stop the problem and also allow checking the integrity of the service and the whole infrastructure. Concerning the situations described in the previous paragraph, ONI reserves the right to limit the service until the problem is solved as long as ONI considers the problem has a solution The Customer is aware that, for security reasons, certain functionalities, practices and protocols can be limited ONI reserves the right to suspend the EC Services, without previous notice, under the conditions previewed under paragraph 15 of ONI General Terms of Use and in case of serious breach of contract The Customer commits not to damage ONI or its partners brands. In case an action of the Customer results in costs for ONI or its partners, ONI will inform the Customer and will provide proof and the correspondent invoices. The reimbursement of these amounts will be due and charged to the Customer. 13. Service levels and Penalties ONI guarantees under this contract the following monthly service availability: a) Cloud Servers: 99.5% b) Cloud Architectures: 99.5% c) Cloud Applications: 99.5% In case the access to the Portals is interrupted due to unpredictable overload of the systems where they are lodged, ONI will recover the normal functioning within the shortest time possible In case of noncompliance with the service levels contracted by the Customer, ONI will be responsible for reimbursing the Customer, based on the number of hours the system was unavailable. The calculation will be based on the proportion value/hour of the affected EC Services up to a maximum limit of 50% of the monthly total value. 14. Access and Portfolio Management In the area of the Customer Portal requiring authorization for use, the Customer may access and/or manage the products and services contracted to ONI, located at the management interface of the Customer Portal 15. Intellectual Property 13

14 15.1. The Customer is aware that the portals contain confidential information and are protected by copyright and related rights, industrial property and other applicable legislation The Customer is aware that any product mentioned in publicity, highlights, promotion or any mention to sponsors or advertisers is protected under the laws concerning copyright and related rights, by the laws concerning industrial property and other property protection laws, therefore only under formal authorization of the owners can these contents be used The Customer commits to fully respect the rights mentioned in the previous paragraphs, mainly by not acting against the law or the mentioned rights, like reproducing, selling, transmitting or making publicly available those contents or act without proper authorization in any other way over the said contents It is expressly forbidden to systematically extract and /or use part or the whole of the Portal contents without the previous and express authorization from ONI. In particular it is forbidden any form of data mining or the use of other tools and/or instruments to collect and extract data for reusing parts of the Portal without the previous and express authorization from ONI. The Customer is also not allowed to create and/or publish data basis containing information of the Portal (e.g. prices and listings of products and/or services) without the previous and express authorization from ONI ONI has the right to, at any given moment and without previous notice, to change the contents and configuration of the Portal. 16. Suspension of access to the Portals ONI may, at any, time suspend or terminate the access to the Portal (and eventually to other technical platforms underlying and /or associated to the Portal) if the Customer does not abide to the terms of use in this contract. This will be informed to the Customer, before or after the suspension, depending on the gravity of the facts which determined the suspension or termination of the access The suspension or termination of access to the portal applied by ONI under the terms of the previous paragraph and paragraph 12 does not grant to the Customer or to third parties the right to any reimbursement or other compensation, and ONI will not be held responsible or in any way charged by any consequences resulting from the suspension or termination of access to the Portals ONI may occasionally restrict or temporarily suspend the access to the Portals totally or partially (and eventually other technical platforms underlying and/or associated to the Portal)-, for maintenance, repairs or introduction of new features, products and services. In this case the restriction or suspension will be temporary and limited to the minimum period needed to perform the referred actions 14

15 17. Clarifications, Complaints and Customer Support Services Without prejudice to the functionality available at the Portal, which allows the Customer to request a phone contact by ONI for clarifications, the complaints concerning the functioning of the Portal must be presented to ONI within 30 (thirty) days from the date that the fact originating the complaint came to the Customer s knowledge. This complaint should be addressed to the contacts mentioned in the paragraph bellow ONI is available, under the scope of the R2R EC Services, for any contact, clarification or complaint at the following contacts: - By phone - Customer support: (working days from 9 am to 6 pm (local call cost) ; - Incident registration on line through the Customer Portal of the Cloud Solution; - By phone (free number) Corporate Malfunctions: (everyday, 24/7, free of charges). 18. Communications The Customer accepts to receive all communications and/or notifications concerning the Portal by phone or to the address communicated at the time of the subscription in the Enterprise Cloud Portal. At any given moment the Customer may ask not to receive those communications. In this case, the Customer commits to consult directly the Portal, so that it keeps updated with all the changes in the way the Portal is available, including eventual changes in these Terms of Service and Use The parts agree that the address of the customer existing in ONI s data basis, and which must be kept updated by the customer, will be the one valid for judicial proceedings or notifications, mainly within the scope of legal processes related to fulfilment of debts emerging from the subscription of products and services available at the Portals, under the terms of Decree Law nr. 269/98 of September 1 st The Customer must inform ONI in writing any address change, in a maximum of 30 (thirty) days from the date of the change, under penalty of the Customer being considered as cited in the previous address for the effects referred to in the previous paragraph. 19. Data Protection The data requested at the registration process in the EC Portal and in the Customer Portal and identified as being mandatory is needed for ONI to provide the EC Services. The omission or inaccuracy of the data supplied by the Customer are of its entire responsibility and may turn into a refusal to access and use the EC Portals The supplied personal data will be processed and digitally stored and are meant to be used by ONI, within the scope of the contractual or commercial relationship with then Customer, for the commercialization of equipment and services of ONI or any other 15

16 company of the ONI Group, and also for marketing purposes, including sending communications the reception of which is independent of the addressee intervention Under the terms previewed and authorized in the registration process, the data supplied by the Customer may be transmitted to third parties for commercialization of equipment and services, by any means, including sending communications which reception is independent of the addressee intervention, according to the applicable legislation Also under the applicable legislation, it is guaranteed to the Customer, with no extra charges, the right to access, rectify and update the personal data supplied to ONI, directly or by written request, as well as the right to oppose to the use of those data for the purposes previewed in the previous paragraph. If this is the case, the Customer must contact the entity responsible for handling the personal data (ONITELECOM - Infocomunicações S.A., with head Office in Avenida Fontes Pereira de Melo, nº 27, Lisbon) The traffic or geographic location data may be used, if authorized by the Customer, by ONI or supplied to third parties, in accordance with the applicable legislation, for commercialization of equipment and serviced, as well as for value added services The Portal uses a safe channel, where the inserted data are encrypted during transmission and offers the guarantee and security that the sent information will not be accessed by third parties ONI uses cookies when the Customer uses the Portals. These cookies do not identify the Customer, just collect anonymous information concerning an anonymous user and computer, not allowing references which may induce the identification of the name and surname of the Portal users. ONI cookies do not allow the reading of the Customer s hard disk, or the reading of cookie files created by third parties Within the scope of the Enterprise Cloud Use, the Customer will agree that ONI may collect and use technical data and related information including but not limited to technical information on its device, system and applications software and peripheral devices. This collection will be made periodically so that it can facilitate the software updates, product support and other Customer services (if applicable) related to the product and/or service that the Customer subscribed. ONI may use this information, as long as its format does not identify the user, to improve the products or provide services and technologies The data available at the EC Services remain confidential. ONI commits not to disclose the data, unless they are legally requested by the competent authorities. 20. Applicable Law and competent Court All which is not previewed in these Terms of Service and Use will abide to the Portuguese Law. 16

17 20.2. All legal disputes arising from the execution or interpretation of this contract will be submitted to the Lisbon District Court, with express waiver of any other, independently of the international competence rules which could be applicable. Published at 3nd of July