BUSINESS-TO-BUSINESS CONTRACTING ONLY
1.1. This Cancellation and Refund Policy (“Policy”) governs the conditions for cancelling the license to use the IT infrastructure monitoring software (“Software”) and the applicable refund policy, supplementing the Software License Agreement (EULA) entered into between [LICENSOR’S CORPORATE NAME] (“Licensor”) and the licensed customer (“Licensee”).
1.2. This Policy applies exclusively to business (B2B) engagements, pursuant to Section 1 of the EULA, and is not intended for individual end consumers.
2.1. The Software is licensed under a recurring monthly billing model, with automatic renewal at the end of each monthly cycle, unless cancelled by the Licensee pursuant to this Policy.
3.1. The Licensee may cancel the license at any time, with no minimum commitment period, pursuant to clause 12.3 of the EULA.
3.2. Cancellation shall take effect at the end of the monthly cycle in progress at the time of the request, and billing for subsequent cycles shall cease.
3.3. Cancellation does not entitle the Licensee to a refund of amounts already paid for the monthly cycle in progress, except as provided in Section 4.
4.1. General rule: no refund of amounts paid shall be due, even if cancellation occurs before the end of the contracted monthly cycle.
4.2. Exception: the Licensee shall be entitled to a pro-rated refund for the unused portion of the current monthly cycle exclusively in the event of a serious defect in the Software demonstrably attributable to the Licensor, which substantially prevents use of the Software for its essential monitoring purpose, provided such defect has not been remedied within a reasonable time after notice to the Licensor.
4.3. The following shall not qualify as a serious defect for purposes of this Policy: (i) short periods of unavailability consistent with any service levels agreed under a dedicated SLA; (ii) incompatibilities between the Software and the Licensee’s infrastructure not attributable to the Licensor; or (iii) use of the Software in breach of the EULA.
4.4. Any refund request must be submitted in writing, describing the alleged defect, within thirty (30) days of its occurrence, and shall be reviewed by the Licensor within a reasonable time.
5.1. In the event of non-payment by the Licensee, the Licensor may suspend access to the Software until payment is regularized, without prejudice to termination of the EULA pursuant to clause 12.2 thereof in the event of persistent non-payment.
5.2. Termination for non-payment or for breach of the EULA by the Licensee shall not entitle the Licensee to a refund of amounts already paid.
6.1. Following cancellation or termination of the license, the Licensee shall have fifteen (15) days, counted from the effective date of cancellation, to export its Monitoring Data and other data stored within the Software.
6.2. Upon expiration of the period set forth in clause 6.1 without the Licensee having exported its data, the Licensor shall permanently delete such data, with no obligation of retention or subsequent provision, subject to any applicable legal retention obligations.
7.1. This Policy may be revised and unilaterally amended by the Licensor at any time, upon prior notice to the Licensee at least thirty (30) days in advance, pursuant to clause 13.1 of the EULA.
7.2. In the event of a conflict between this Policy and the EULA regarding the Software license, the EULA shall prevail; regarding commercial billing, cancellation, and refund conditions, this Policy shall prevail.
8.1. This Policy is governed by the laws of the Federative Republic of Brazil.
8.2. The courts of the Judicial District of São Paulo, Capital of the State of São Paulo, Brazil, are elected to settle any disputes arising from this Policy, to the exclusion of any other.
