Brazil Supplemental Terms

• Supplemental Terms

Supplemental Terms

for Companies in Brazil

For any Company with a primary place of business in Brazil, these Supplemental Terms (the “Supplemental Terms”) shall apply in addition to either the Software License and Support Agreement for a Superna Licensed Product or the Superna Subscription Terms and Conditions, as applicable (in either case, the “Agreement”), entered into by Superna and Company with respect to the Licensed Product or Subscription.  Capitalized terms not defined in these Supplemental Terms shall have the meanings set forth in the Agreement.  In the event of a conflict between the Agreement and the Supplemental Terms, the Supplemental Terms shall prevail solely for those Companies with a primary place of business in Brazil.  

1. Repair and Replacement of Licensed Products and Services:  Superna will repair or replace any defective Licensed Program during the Program Warranty Period or the Subscription, as applicable, and any defective Deliverable during the Deliverable Warranty Period.  Superna will reperform any defective Services within thirty (30) days of request from Company.  If Superna is unable to repair any such defects during the applicable period, Company may terminate the Agreement, subject to the terms of Sections 5of the Agreement, and Superna or its Authorized Reseller will reimburse amounts paid by Company for:
   1. If the relevant Licensed Program or Services are provided pursuant to the Software License and Support Agreement: (i)) the Licensed Product; (ii) amounts paid for Maintenance and Technical Support Services during the then current Maintenance and Technical Support Period; and (iii) amounts paid for defective Professional Services giving rise to such termination, if any.   
   2. If the relevant Licensed Program or Services are provided pursuant to the Superna Subscription Terms and Conditions: a pro-rata refund of Fees actually received by Superna from Company for the Subscription.

In either case, in addition to the foregoing, Superna will comply in all material respects with the Brazil Consumer Protection Code of 1990 as may be amended or superseded from time to time.

2. Entire Agreement:  Except as specifically supplemented herein, the terms of the Agreement shall remain unchanged unless amended by the parties in accordance with Section 13.15 of the Agreement.