END-USER LICENSE AGREEMENT – OONIVERSE, MIDIACODE (Studio & Lite), and Whitelabels

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE CLICKING THE DOWNLOAD OR “ACCEPT” BUTTON, OR USING THE MIDIACODE/OONIVERSE MOBILE OR WEB APPLICATION (“APPLICATION”) OR WHITE LABELS (super apps branded for the client).

BY CLICKING THE DOWNLOAD OR “ACCEPT” BUTTON OR USING THE APPLICATIONS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE.

1. General

The Midiacode and Ooniverse applications are licensed, not sold, to you by MIDIACODE LDA (ALSO REPRESENTED BY NOVARI COMUNICAÇÃO E TECNOLOGIA LTDA and LGG LTDA) for use in strict accordance with the terms and conditions of this License and any “usage rules” established by third parties (e.g., Apple Inc.) or any other providers (“Usage Rules”), which are incorporated herein by reference.
The term “Application” refers to and consists of: (i) The MIDIACODE mobile software application of this License, including, without limitation, the whitelabel mobile applications, any software code, scripts, graphical interfaces, displays, text, documentation, and other components; (ii) Any updates, modifications, or enhancements to the items listed in (i); (iii) Any specific website of the application accessed through any browser on any mobile device (“mobile device”); and (iv) Any web or “cloud” service used through any browser or computing system.

2. License Grant and Restrictions on Use

2.1 License Grant
Midiacode/Ooniverse grants you a non-exclusive, non-transferable, revocable, limited license to install and use the Application on mobile devices owned and controlled by you, and to access and use the Application on such mobile devices and on the web, in strict compliance with this License, the Usage Rules, and any related agreements for your mobile devices (“Related Agreements”).

2.2 Restrictions on Use
You shall not: a) Decompile, reverse engineer, disassemble, attempt to derive the source code, or decrypt the Application; b) Modify, adapt, improve, enhance, translate, or create derivative works of the Application; c) Violate any laws, rules, or regulations regarding your access to or use of the Application; d) Remove, alter, or obscure any proprietary notices (including copyright or trademark notices) of Midiacode or its affiliates, partners, suppliers, or licensors; e) Use the Application for any revenue-generating enterprise, commercial undertaking, or any purpose for which it was not designed or intended, or under a CNPJ other than the one contracted (in the case of licensed platforms for publishers); f) Make the Application available over a network or environment that permits access or use by multiple devices or users at the same time using the same login and password; g) Use the Application to create a product, service, or software that is directly or indirectly competitive with or a substitute for any service, product, or software offered by Midiacode; h) Use the Application to send automated queries to any website or send unsolicited commercial emails; i) Use any proprietary information or interfaces of Midiacode in the design, development, manufacture, licensing, or distribution of applications, accessories, or devices for use with the Application.

3. Intellectual Property Rights

3.1 Application Rights
The Application and all related copyrights, patents, trademarks, trade secrets, and intellectual property rights remain the exclusive property of Midiacode. The source/object code, structures, algorithms, and organization of the Application are proprietary to Midiacode. No rights are granted except as expressly stated herein.

3.2 Third-Party Software
The Application may contain open-source or third-party licensed software. Your use of such components is subject to their own license terms. In case of conflict, the third-party license terms prevail. The Application itself is not “open source” or “public domain” software.

3.3 Midiacode Trademarks
Use of Midiacode trademarks for advertising, publicity, or commercial purposes requires prior written consent.

3.4 Infringement Claims
You agree that you (not Midiacode) are responsible for addressing any third-party claims relating to infringements caused by your possession or use of the Application.

4. Transfer Restriction
You may not rent, lease, lend, sub-license, or transfer this License or the Application.

5. Use of Information
5.1 Authorization
You authorize Midiacode and its affiliates to collect, store, and use aggregated non-personal data derived from your use of the Application for improvement, analytics, and business purposes. Personally identifiable information must not be shared unless specifically authorized in the Privacy Policy.
5.2 Privacy Policy
Use of the Application is subject to Midiacode’s Privacy Policy, which may be updated and published at any time. Continued use constitutes acceptance of changes.

6. Third-Party Content and Services
6.1 General
You acknowledge that the Application allows access to products, services, websites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, suppliers, and other third parties (“Third-Party Content and Services”).
6.2 Disclaimer
You acknowledge that Midiacode does not investigate, monitor, represent, or endorse Third-Party Content and Services (including any third-party websites accessible through the Application). Furthermore, your access to and use of Third-Party Content and Services is at your own risk, and Midiacode and its affiliates, partners, suppliers, and licensors shall have no liability to you arising from or in connection with your access to and use of such third-party content and services. Midiacode disclaims any representation or warranty regarding Third-Party Content and Services, whether express, implied, or statutory, including, without limitation, implied warranties of merchantability or fitness for a particular purpose, and any representation or warranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of Third-Party Content and Services.
6.3 Third-Party Terms of Service
You acknowledge and agree that your access to and use of Third-Party Content and Services, and any correspondence or business dealings between you and any third party located through the Application, are governed by and require your acceptance of the applicable third party’s terms of service, including, without limitation, all terms, privacy policies, conditions, representations, warranties, or disclaimers contained therein. You also acknowledge and agree that Third-Party Content and Services and any related third-party terms of service are subject to change at the applicable third party’s sole discretion and without prior notice. You assume all risks arising from or resulting from your business transactions via the Internet and with third parties, and you agree that Midiacode and its affiliates, partners, suppliers, and licensors are not responsible for any loss or outcome resulting from the presence of information or links to such advertisers or service providers. Furthermore, you acknowledge and agree that you are not granted any license to: (i) the Third-Party Content and Services; (ii) any products, services, processes, or technology described in or offered by the Third-Party Content and Services; or (iii) any copyright, trademark, patent, or other intellectual property rights in the Third-Party Content and Services or any products, services, processes, or technology described in or offered therein.
6.4 Endorsements
You acknowledge and agree that providing access to any Third-Party Content and Services does not constitute or imply any endorsement by Midiacode or its affiliates of such Third-Party Content and Services. Midiacode reserves the right to restrict or deny access to any Third-Party Content and Services otherwise accessible through the Application, although Midiacode has no obligation to restrict or deny access, even if requested by you.
6.5 Inappropriate Materials
You understand that by accessing and using Third-Party Content and Services, you may encounter information, materials, and subject matter (i) that you or others may consider offensive, indecent, or objectionable; (ii) that may or may not be identified as containing explicit language; and (iii) that may not automatically appear in search results, such as a link or reference to objectionable material. Notwithstanding the foregoing, you agree to use Third-Party Content and Services at your own risk and that Midiacode and its affiliates, partners, suppliers, and licensors shall have no liability for any information, material, or subject matter deemed offensive, indecent, or objectionable.
6.6 Usage of Third-Party Content and Services
You agree that the Third-Party Content and Services contain proprietary information and material that is owned by Midiacode and its affiliates, partners, suppliers, and licensors and is protected by applicable intellectual property and other laws, including, without limitation, copyright laws, and that you will not use such proprietary information or material in any way except for the permitted use of the Third-Party Content and Services. No part of the Third-Party Content and Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, lend, sell, distribute, or create derivative works based on the Third-Party Content and Services in any manner and you shall not exploit the Third-Party Content and Services in any unauthorized way, including, without limitation, by trespass or burdening network capacity. You further agree not to use any Third-Party Content and Services in a manner that infringes or violates the rights of any other party, and that Midiacode shall not be in any way responsible for any such use by you.

7. Payments and Refunds
7.1 Free Plan – No payment details required; limited features according to the “Pricing” page.
7.2 Paid Plans – Payment is due before use. Charges are processed automatically via the chosen payment method.
7.3 Cancellation – Submit account deletion requests via the Studio platform at least one month in advance. The final month will still be charged.
7.4 Refund Policy – Undue charges will be refunded through the same payment method. Delays up to two months may occur due to payment processor timelines.
7.5 The Unlimited Plan allows for the creation and redirection of an unlimited number of QR codes. Fair Use Policy: The Unlimited Plan is subject to a fair use policy to ensure the integrity of our platform and the quality of service for all users. Excessive or abusive use that significantly affects our system resources or violates our terms of service may result in restrictions, limitations, or additional charges. Usage Monitoring: We may monitor your account usage to identify possible cases of abuse or excessive use. If we determine that your usage exceeds reasonable limits, we may contact you to discuss possible solutions or adjustments. Quality of Service: Midiacode reserves the right to take measures to maintain the quality of the service, including, but not limited to: limiting or restricting certain functionalities; imposing usage limits or quotas; and/or charging additional fees for excessive use.

8. Term and Termination
8.1 Term
This License will remain in effect until it is terminated.
8.2 Termination
Midiacode may, at its sole and absolute discretion, at any time and for any reason or for no reason, suspend or terminate this License and the rights granted to you hereunder, with or without prior notice. Furthermore, if you fail to comply with all the terms and conditions of this License, then this License and any rights granted to you herein will automatically terminate without any notice or other action by Midiacode. Upon termination of this License, you must cease using the Application and uninstall the app.

9. Warranties Disclaimer
You agree that the Application is provided “as is” and “as available,” and that your use of or reliance on the Application and any Third-Party Content and Services accessed thereby is at your own risk and discretion. Midiacode and its affiliates, partners, suppliers, and licensors disclaim all representations and warranties regarding the Application and Third-Party Content and Services, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Furthermore, Midiacode and its affiliates, partners, suppliers, and licensors do not warrant that:(i) the Application or Third-Party Content and Services will meet your requirements; (ii) the Application or Third-Party Content and Services will be uninterrupted, accurate, reliable, timely, secure, or error-free; (iii) the quality of any products, services, information, or other material accessed or obtained by you through the Application will be as represented or meet your expectations; or (iv) any errors in the Application or in Third-Party Content and Services will be corrected, whether upon notice or otherwise, verbally or in writing. You further acknowledge that Midiacode has no obligation to correct any errors or otherwise support or maintain the Application.

10. Limitation of Liability
Under no circumstances shall Midiacode or its affiliates, partners, suppliers, or licensors be liable for any incidental, indirect, special, or exemplary damages arising out of or in connection with your access to, inability to access, or use of the Application and any Third-Party Content and Services, even if potential damages were advised, foreseeable, or Midiacode was informed of the possibility of such damages.
Without limiting the generality of the foregoing, Midiacode’s liability to you (whether in contract, statute, or otherwise) shall not exceed the amount of fifty U.S. dollars (USD $50.00). The foregoing limitations shall apply even if the above-mentioned remedy fails of its essential purpose.

11. Indemnification
You shall indemnify, defend, and hold harmless Midiacode and its affiliates, partners, suppliers, and licensors, and each of their respective employees, directors, agents, and staff (the “Indemnified Parties”) from and against any claim, action, loss, damage, fine, penalty, interest, and expense (including, without limitation, attorneys’ fees and other professional advisors’ fees) arising out of or in connection with: (i) your access to or use of the Application or Third-Party Content and Services; (ii) your violation of this License; (iii) violation of the law; (iv) your fault or willful misconduct; or (v) infringement of third-party rights, including your infringement of any intellectual property or misappropriation of any proprietary rights or trade secrets of any person or entity. These obligations shall survive the termination of this License.

12. Compatibility
Midiacode does not guarantee that the Application will be compatible or interoperable with your mobile device or with any other hardware, software, equipment, or device installed on or used in connection with your mobile device. Furthermore, you acknowledge that compatibility and interoperability issues may cause your mobile device’s performance to degrade or fail completely, and may result in permanent damage to your mobile device, loss of data located on your mobile device, and corruption of software and files located on your mobile device. You acknowledge and agree that Midiacode and its affiliates, partners, suppliers, and licensors shall have no liability for any damages suffered as a result of, or arising in connection with, compatibility or interoperability issues.

13. Product Claims
You acknowledge that you (and not Midiacode) are responsible for handling any third-party claims related to your use or possession of the Application, and you agree to notify Midiacode of any such third-party claims related to the Application of which you become aware. Furthermore, you agree to release Midiacode from any liability arising from your use or possession of the Application, including, without limitation, the following: (i) any product liability claim; (ii) any allegation that the Application fails to comply with all applicable legal or regulatory requirements; and (iii) any claim arising under consumer protection or similar legislation.

14. Miscellaneous
14.1 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of Portugal, without regard to its conflict of law principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Lisbon, Portugal. Notwithstanding the foregoing, the Company reserves the right to seek injunctive or other equitable relief in any jurisdiction as may be necessary to protect its intellectual property or other proprietary rights.
14.2 Severability
If any provision of this License is found to be invalid or unenforceable with respect to one of the parties, the remainder of this License, or the application of such provision to other circumstances for which it is not deemed invalid or unenforceable, shall not be affected, and each remaining provision of this License shall be valid and enforceable to the fullest extent permitted by law.
14.3 Waiver
Unless otherwise provided, the failure to exercise a right or to require the performance of an obligation under this License shall not affect a party’s ability to exercise such right or require such performance at any later time, nor shall the waiver of a breach constitute a waiver of any subsequent breach.
14.4 Export Control
You may not use, export, or re-export the Application except as authorized by Portuguese law and the laws of the jurisdiction(s) in which the software was obtained. You represent and warrant that you are not located in any country subject to a Portuguese government embargo, or that has been designated by the Portuguese government as a “terrorist-supporting” country, and that you are not listed on any Portuguese government list of prohibited or restricted parties. You also agree not to use the Application for any purposes prohibited by Portuguese law.
14.5 Modification or Amendment
Midiacode may modify or amend the terms of this License by posting a copy of the modified or amended License on the Midiacode website (EULA). You will be deemed to have accepted any modification or amendment by your decision to continue using the Application from the date the License is modified or amended and posted on the Midiacode website (EULA).
14.6 Survival
The following sections of this License, and any other provisions which by their express language or context are intended to survive termination, shall survive such termination: Sections 1, 2.2, 3, 4, 5, 7, 8, 9, 10, 12, and 13.
14.7 Assignment
Except as permitted in Section 4, you may not assign this License or any rights or obligations hereunder without the prior written consent of Midiacode, and any attempted assignment in violation of this provision shall be null and void and of no force or effect.
14.8 Entire Agreement
This License, including the documents incorporated herein by reference, constitutes the entire agreement regarding the licensed Application and supersedes all prior or contemporaneous understandings relating to the subject matter hereof.