Service Usage Agreement

This Service Usage Agreement (the “Agreement”) is a legal contract between (i) you, the User (whether an individual or a single-entity organization), and (ii) NameIT, Lda, Portugal (“we”, “us” or “NameIT”). By downloading, installing, activating, or in any way using NameIT Services, you represent and warrant that (a) you are at least 18 years old or of legal age in your place of residence, (b) you are acting for commercial purposes, and (c) you have the authority to enter into this Agreement and agree to be bound by its terms and conditions, including NameIT’s Privacy Notice. If you are entering this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, in which case “User” or “you” will refer to that entity.

Scope of this Agreement

This Agreement governs how you may and may not use the CucoCloud/CucoPhone Services (“Services” or “NameIT Services”) provided by us, and outlines what we will and will not do regarding your use of them, as well as other legal obligations and restrictions. Some Services may be provided free of charge, but others require a paid subscription, which becomes effective only after we accept your order.

Your Use of the Services

What you may do:

If you comply with this Agreement, you and those working on your behalf may use the Services internally for time and attendance management operations only.

If you have ordered a paid Service, you may only use it for the duration of your subscription.

What you agree to do:

Provide accurate, reliable, and appropriate data
Ensure those working for you comply with this Agreement
Keep your account and payment information updated
Manage user passwords and notify us immediately if your account is compromised

You may not:

Assign, transfer, or sublicense this Agreement or any rights granted to you under it
Sell, lease, rent, lend, license, distribute, redistribute, copy, publicly perform or display, transmit, or publish any NameIT Services or Generated Data
Modify, edit, adapt, alter, translate, port, enhance, disassemble, scrape (via spidering, crawling, or similar methods), reverse engineer, or decompile the NameIT Services or any code, script, or software that is part of the NameIT Services, except and only to the extent that such actions are expressly permitted under applicable law
Use the NameIT Services on devices you do not own or control
Use the NameIT Services or Generated Data on behalf of any third party, including as part of a “service bureau” or similar offering
Use the NameIT Services or Generated Data in any way not permitted by this Agreement, including, but not limited to:
- Developing, evaluating, validating, or improving any competing product or service, or performing competitive comparisons, except where expressly permitted by applicable law
- Creating derivative works
- Harassing, abusing, stalking, threatening, defaming, or otherwise violating the rights of others, or publishing material that is false, defamatory, harassing, or obscene
Remove or alter any proprietary markings or notices from our Services or related materials
Breach or circumvent, or attempt to breach or circumvent, any security measure of the NameIT Services, including attempting to access or use any part of the Services for which you have not paid all applicable fees
Use or import, export, or re-export the NameIT Services or Generated Data in violation of any applicable laws or security control programs

If you engage in any of the above actions, we may suspend or terminate your access to the NameIT Services, and we will not be held liable in any way for the consequences of your conduct.

NameIT’s Rights and Obligations

What We May Do:

We may make the NameIT Services available for order or subscription through our own website and sales team, or through merchants, agents, or external representatives.
We may provide updates, enhancements, new releases, and fixes for the NameIT Services.
You are required to install or use the most recent version of the NameIT Services.
An update may result in changes to or the discontinuation of certain features of the NameIT Services.
We will notify you of any changes to the NameIT Services that, in our view, significantly impair your experience.
Except as required by applicable law, we are not responsible for your use of an outdated version of the Services.
We may use your feedback about the NameIT Services for any reasonable purpose.
If you contact us, we may verify your identity to confirm that you are who you claim to be and to better protect your privacy.

Your Information and Data:

By uploading, entering, transmitting, storing, or otherwise making Data available to the NameIT Services, you agree that we act as a Processor and recipient of your Data, and that we may use, display, perform, modify, and distribute such Data in connection with the NameIT Services, without any obligation to compensate you.

You will act as the Data Controller, as defined under the General Data Protection Regulation (GDPR).
We will collect, use, and share your information in accordance with our Privacy Notice (as amended from time to time), which is hereby incorporated into this Agreement by reference.
We encourage you to regularly visit our website at https://cucocloud.pt to review the most up-to-date version of the Privacy Notice. If you prefer, we can also send you a printed copy by post upon request.
If you choose to do so proactively, you may grant your Sales Representative or other third parties access to specific Data and Generated Data within your account.
You may enable or revoke such access at any time through your account settings or by contacting our support team.

Ownership

As between NameIT and the User, we are the sole owner of the NameIT Services and the Generated Data, including all related technology and intellectual property rights. We reserve all rights in and to the NameIT Services and the Generated Data. No rights or licenses are granted to you under any of our technology or intellectual property rights, except as expressly provided in this Agreement.

Subscription Auto-Renewal, Subscription Fees, and Payment

Subscription Auto-Renewal and Cancellation

Unless otherwise specified in the applicable order, your use of and/or access to the Services is licensed on a subscription basis.
Unless stated otherwise in the applicable order, each paid subscription to the Services will automatically renew at the end of its initial term and annually thereafter.
You may choose to cancel the automatic renewal of your subscription at any time, provided that you do so at least five (5) business days before the scheduled renewal date of your current subscription. To cancel, please contact NameIT Customer Support during regular business hours.
If you cancel automatic renewal at least five (5) business days before the end of your current subscription term, your subscription will expire at the end of that term.

Subscription Pricing

The prices of paid Service subscriptions may change in the future. Unless otherwise specified in the applicable order, the subscription fees for any renewed subscription will be based on the pricing schedule in effect at the time of renewal.

Unless expressly stated otherwise in the applicable order, the renewal of promotional or one-time-price subscriptions will be subject to the pricing schedule in effect at the time of the applicable renewal.
Notwithstanding any provision to the contrary, any renewal involving changes to the subscribed services or coverage areas may result in a pricing adjustment at the time of renewal, and the price from the previous subscription term will no longer apply.

If the price of your paid Service subscription changes for the renewal period, we will notify you prior to the applicable renewal period.

If you do not agree with the new fee, your sole and exclusive remedy is to cancel the automatic renewal of your subscription by contacting NameIT Customer Support during regular business hours within 30 days from the date of the pricing change notification.

Payment

You agree to pay: (i) all amounts due under the applicable order for any NameIT Service when invoiced, and (ii) upon renewal, the applicable subscription fees for any renewed NameIT Service subscription.

The subscription fees and prices listed in any order or for any renewed NameIT Service subscriptions do not include taxes. You are solely responsible for all applicable taxes, excluding NameIT’s income taxes. If we are legally required to collect or pay any taxes for which you are responsible, you must pay that amount, unless you provide us with a valid tax exemption certificate issued by the appropriate authority.
Unless otherwise specified, overdue amounts will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

If you have provided us with payment information (including credit card, debit card, or bank account details), you authorize us to charge your selected payment method for the applicable fees due for the use of NameIT Services.

We may share your payment information and associated personal data with third parties for payment processing and fraud prevention purposes.
You must provide and maintain valid, up-to-date payment information.
We may request pre-authorization on your credit or debit card account to verify the card’s validity and available funds or credit for the payment amount.
If a payment is not successfully processed for any reason, you remain responsible for all outstanding amounts.
You may update your payment information at any time in your account settings or by calling NameIT Customer Support.
You may withhold payment of any fees that you reasonably and in good faith dispute, but you must still pay any undisputed amounts.
You must notify us in writing of any disputed fees within 15 days from the invoice date and provide written details of the dispute.
Upon receiving notice of a billing dispute, we will work with you in good faith to resolve the matter.

If your subscription payment remains overdue, we may suspend your access to the account until full payment is received.

Other Important Legal Information

Limitations of Liability and Indemnities for Use of NameIT Services:

You assume full responsibility for your use of NameIT Services and any Generated Data.

We make no guarantees that your use of the NameIT Services will be uninterrupted, that the Services or the Generated Data will meet your needs, be accurate, or be error-free.

No oral or written advice or information provided by us or our authorized representatives shall constitute a warranty.
The disclaimers and limitations set forth in this Agreement will apply regardless of whether any limited remedy fails in its essential purpose.
Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable consumer rights, so the above exclusions and limitations may not apply to you.

NameIT and each of our respective employees, directors, officers, shareholders, agents, successors, licensors, and subcontractors shall not be liable for any loss or damage, including, without limitation, loss of profits, loss of crops or income, loss of data, business interruption, or any other damages or losses incurred as a result of your use or inability to use the NameIT Services, or any decision made or action taken by you based on the NameIT Services, the Generated Data, or any results obtained from their use.

Certain features of the NameIT Services may allow you to upload or otherwise make Data available through the Services. You are solely responsible for your Data and the consequences of uploading or otherwise making it available through the NameIT Services.

We are not responsible for, and assume no liability in connection with, any Data not owned by you or for the disclosure or use of your Data or Generated Data by a third party to whom you granted access to the Services or such information.

We are not liable for any delays, limitations, delivery failures, losses, or damages resulting from the transfer or transmission of data through communication infrastructures, including the Internet.

Neither you nor NameIT shall be liable for any indirect, incidental, punitive, special, or consequential damages under this Agreement, arising out of or relating to any NameIT Services or Generated Data or any claim by a third party.

Our maximum liability arising out of or relating to this Agreement or any NameIT Services or Generated Data shall not exceed the actual amounts paid by you for such NameIT Services during the twelve (12) months prior to the date of the relevant claim.

None of the limitations of liability or indemnities set out in this section titled “Limitations of Liability and Indemnities for Use of NameIT Services” shall apply to the extent that any damages result from gross negligence or willful misconduct by NameIT’s executive management.

Unless prohibited by applicable law, any legal action or proceeding arising out of or relating to this Agreement, any NameIT Service, or any Generated Data must be brought within one (1) year after the facts giving rise to the claim occurred, or such claim shall be permanently barred.

Indemnification

You agree to defend, indemnify, and hold harmless NameIT, and each of its employees, directors, officers, shareholders, agents, successors, licensors, and subcontractors, from and against any claims, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees, arising out of or related to:

Your access to or use of the NameIT Services or Generated Data, except to the extent that such claims, liabilities, damages, losses, or expenses result from gross negligence or willful misconduct by NameIT.
Your violation of any provision of this Agreement or any applicable law or regulation.
Your infringement of any third-party rights, including intellectual property rights.
Any dispute or issue between you and any third party.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and you agree to cooperate with us in defending such claim.

Third-Party Services

You are solely responsible for all access requirements and usage of the NameIT Services through your mobile device, internet provider, or telecommunications provider, as well as for complying with the terms related to the use of any required additional software.

The NameIT Services may contain certain third-party software provided under separate licenses, or may enable access to third-party websites, services, content, or materials.

The applicable license terms and conditions govern the use of any such third-party software, websites, services, content, or materials.
You assume all risks and are solely responsible for obtaining any rights and licenses necessary for the use of or access to third-party software, websites, services, content, or materials.

Effective Date and Termination

This Agreement shall become effective upon your initial acceptance of its terms or on the effective date specified in your applicable order, whichever occurs first.

You may terminate this Agreement (i.e., close your account) or cancel an order for a paid NameIT Service at any time by providing us with notice.

If you cancel an order for a paid NameIT Service within 30 days of the applicable order date — or as otherwise permitted under this Agreement — we will refund any amounts you have already paid for that order.
If you cancel an order for a paid NameIT Service more than 30 days after the applicable order date, you will remain responsible for all subscription fees related to that order and will not be entitled to any credits or refunds for prepaid but unused NameIT Services.
Any such cancellation will automatically terminate this Agreement with respect to the NameIT Services associated with that order, without prejudice to those provisions of this Agreement that are intended to survive termination.

Either you or NameIT may terminate this Agreement if the other party materially breaches the Agreement and fails to remedy the breach within 30 days of receiving written notice thereof.

If you terminate this Agreement due to NameIT’s material breach, we will refund the amounts already paid for any active subscriptions or orders at the time of termination. If NameIT terminates this Agreement due to your breach, you will remain liable for all subscription fees associated with active subscriptions or orders at the time of termination, and you will not be entitled to any credits or refunds for prepaid but unused NameIT Services.

We may terminate this Agreement with respect to any NameIT Service if:
(i) we discontinue that NameIT Service (in which case we will credit you for any prepaid but unused portion),
(ii) you fail to pay applicable amounts when due,
(iii) your continued use of the Service violates this Agreement or any applicable law or regulation, or
(iv) we determine that your account has been accessed without your authorization.

If either you or we terminate this Agreement, or cancel an order for any NameIT Service, your right to access and use that Service shall immediately cease, and you must stop all use of and access to such Service.

Governing Law and Dispute Resolution

This Agreement, and all conduct, disputes, and causes of action arising out of or relating to it, shall be governed by the laws of Switzerland, without regard to its conflict of law principles.

Any dispute arising out of or relating to this Agreement shall be submitted to the courts of Lisbon, Portugal.

However, NameIT reserves the right to bring claims in other jurisdictions, including, without limitation, the jurisdiction where the User has its registered office, or, in the case of individuals, their habitual residence.

Amendments to This Agreement

We may update or amend this Agreement at any time and will make reasonable efforts to notify you promptly of any such changes, including by email, through in-service notifications, or by similar means.

Unless otherwise required by applicable law, any changes to this Agreement will become effective on the earlier of:
(a) the date you first accept the revised Agreement, including by continuing to use the Services after notification of the changes; or
(b) 30 days after we publish or distribute the revised Agreement and the changes apply to your continued use of the Services as of the effective date of the revised Agreement.
If you do not wish to accept the updated Agreement, you must stop using the Services.
Where required by law, we will send you a notice including the new version (or the original version along with proposed changes), the effective date of those changes, and your right to reject them, at least 30 days before they take effect. If you do not agree with the changes, you must stop using the Services and may cancel your subscription without any cost, penalty, or cancellation fee, by notifying us within 30 days of the changes becoming effective.

Notices and Electronic Communications

By installing, downloading, activating, or using a Service, you expressly authorize and agree that we may send you all notices electronically to your primary email address.

Any notices, agreements, disclosures, or other communications we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

At any time, you may:
(1) request a paper copy of any notice sent or made available to you electronically, free of charge; and/or
(2) withdraw your consent to receive future notices electronically.

It is your responsibility to keep your primary email address up to date so that we can communicate with you electronically.

If we send a notice to your primary email address on file and that address is incorrect, outdated, blocked by your service provider, or you are otherwise unable to receive electronic communications, the notice will be considered delivered.
You may need to add us to your contact list or email address book to ensure you receive our notices.
If our electronic communications are returned due to an invalid email address, we may treat your account as inactive, and you may not be able to perform any activity through your account until you provide us with a valid, functioning email address.

If you wish to change the email address to which we send electronic notices, you may:

Send us an email request, including your old and new email addresses in the body of the message; or
Update your primary email address at any time in your account settings.

Electronic Contracting

By installing, downloading, activating, or using NameIT Services and accessing our websites to order such Services, you represent that you have the capacity and authority to enter into contracts and conduct transactions electronically.

YOU ACKNOWLEDGE THAT, BY ACTING FOR COMMERCIAL PURPOSES (AS STATED IN THE FIRST PARAGRAPH OF THIS AGREEMENT), YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE LEGALLY BOUND BY SUCH CONTRACTS AND TO PAY FOR SUCH TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENGAGE IN REGARDING NAMEIT SERVICES, INCLUDING CANCELLATION NOTICES, POLICIES, CONTRACTS, AND APPLICATIONS, SUBJECT TO YOUR RIGHT TO WITHDRAW CONSENT TO ELECTRONIC NOTICES AS SET OUT IN THIS AGREEMENT.

To access and retain your electronic records, specific hardware and software may be required, and you are solely responsible for ensuring such requirements are met.

Definitions

Data means information and data including location data, employee/user data, and other information uploaded, entered, transmitted, imported, or stored within your NameIT Services, either directly by you, your Sales Representative, or through your equipment.

Generated Data means data, features, tools, analyses, results, estimates, recommendations, and other information generated, published, displayed, transmitted, or made available within or by the NameIT Services, which do not constitute Data, whether or not related to the Data.

Sales Representative means the vendor or reseller from whom you purchased your NameIT Service subscription(s).

User or Data Controller: the natural or legal person, public or private, who alone or jointly determines the purposes, content, and means of processing personal data.

Processor: the natural or legal person, public or private, who processes personal data on behalf of the Data Controller.

Last Updated: April 15, 2020