Terms of use and conditions of contract – Hevea Flow Produtor
Welcome!
We are SnapSystems Projeto de Software Ltda., a Brazilian limited liability company registered with the CNPJ (Brazilian corporate taxpayer registry) under No. 07.343.014/0001-57 ("SnapSystems" or "We"), a company dedicated to supporting individuals and legal entities that produce natural rubber ("Producer").
SnapSystems developed Hevea Flow, a technology platform made available under the software as a service model ("Platform"), to help the Producer manage tapping, plan operational activities and organize the latex extraction routine. Through the Platform, the Producer can also connect with professionals specialized in tapping rubber trees ("Rubber Tappers") and with companies interested in purchasing the latex extracted by the Rubber Tappers ("Buyers").
Use of the Platform is conditional upon reading and fully accepting this document ("Terms"), which sets out the rules and conditions for using the Platform and is intended to govern the relationship between SnapSystems and Producers. If you agree, click "I have read and accept".
By accepting these Terms, the Producer declares that they are aware of and fully agree with all of their provisions, acknowledging that electronic acceptance has the same value as a formal signature, under applicable law.
If you have any questions, contact our support team through the website www.heveaflow.com.br. We are always available to help.
1. Definitions
1.1. Definitions. All capitalized terms in these Terms, including the preamble above, whether singular or plural, in any gender, have the meanings assigned to them throughout these Terms in parentheses and quotation marks.
1.1.1. For the purposes of these Terms, a user is anyone who accesses or uses the Platform through their own access profile, according to the permissions available to Producers, Rubber Tappers or Buyers, under the terms of the corresponding app ("User").
2. Services and use of the platform
2.1. Exclusive Platform. When accessed through the app intended for Producers, the Platform is intended for the exclusive use of that User profile.
2.1.1. SnapSystems also offers its own apps for Rubber Tappers and Buyers, with features specific to each profile. To use them, it will be necessary to download the respective app and accept the Terms of Use applicable to each of them.
2.2. Auxiliary Users. When creating an account on the Platform, the Producer automatically becomes the administrator of that account and may register, within the Platform, auxiliary users with different access profiles ("Auxiliary Users"). Each Auxiliary User will be associated with a profile configured by the administrator, which defines the set of permissions assigned to the User according to the Producer's needs. Auxiliary Users may perform the following roles:
(a)
Recorder: responsible for recording operational activities and tasks carried out on the rural property, including recording tapping frequency, productivity and field routines ("Recorders"); and/or
(b)
Consultant: responsible for carrying out technical audits and assessments of the Rubber Tappers' work, filling in the corresponding questionnaires and scores on the Platform. The Consultant will use the same app available to the Producer, accessing the Producer's account information according to the permissions defined in the profile configured by the administrator ("Consultants").
2.2.1. The administrator of the Producer's account may create, edit and configure User profiles, defining the specific permissions for each profile. The same individual may act as both Recorder and Consultant, according to the permissions assigned to their profile by the administrator.
2.3. Features. The Platform is a tool developed to enable Producers to organize tapping, manage latex extraction and connect Producers, Rubber Tappers and Buyers.
2.4. Resources Provided. The Platform provides the Producer with features such as tapping monitoring based on geolocation records made by Recorders, a task calendar, lot control and recording of Rubber Tapper performance assessments. These resources aim to make tapping management more efficient, structured and transparent. Through these features, the Producer can organize the tapping routine, plan harvests, coordinate field operations, assess the performance of Rubber Tappers and ensure greater traceability of latex extraction.
2.5. Disclosure and Negotiation. The Platform may allow the Producer to disclose monthly latex production estimates and receive purchase proposals directly from registered Buyers, as the features provided by SnapSystems evolve.
2.5.1. Any commercial negotiations arising from the interaction between Buyers, Producers and Rubber Tappers are conducted directly and independently by the Users themselves, without any participation, intermediation, validation or liability on the part of SnapSystems.
2.5.2. Negotiations carried out through the Platform must be formalized using the contract template provided by SnapSystems. This template will serve as a reference and may be adapted by the parties, who will be entirely free to adjust the commercial conditions as agreed between them, without any intermediation, review or validation by SnapSystems.
2.5.3. Acceptance by the Producer or Rubber Tapper of the purchase proposal sent by the Buyer will automatically generate a purchase order containing the agreed commercial conditions.
2.5.4. If there is not yet a purchase and sale agreement in force between the parties, it will be entered into upon the first negotiation formalized via the Platform. Subsequent purchase orders will be automatically linked to the agreement in force, which will govern their legal and commercial conditions. After signature, the agreement must be uploaded to the Platform, which will automatically extract the essential information for traceability purposes and for calculating the remuneration owed to SnapSystems, as applicable.
2.6. Nature of the Platform. The Platform is exclusively informational and managerial in nature, does not carry out any commercial intermediation between Users, and does not guarantee results in negotiations entered into between Producers, Rubber Tappers and Buyers. Responsibility for defining the terms and conditions of legal relationships lies exclusively with the Users themselves.
2.7. Specific Features. Through the Platform, SnapSystems provides the Producer with features for tapping management, including:
(a)
registration of properties and posting of openings for engaging Rubber Tappers, under the agricultural partnership model;
(b)
tapping planning based on tapping tasks, calendar and operational tasks;
(c)
recording of the Recorders' geolocation during the performance of operational tasks, allowing the Platform to verify the coverage of registered areas and to monitor the frequency and volume reported by them;
(d)
recording of productivity and performance assessment of Rubber Tappers;
(e)
recording of latex collection and weighing and the division of bags among Rubber Tappers;
(f)
authorization to share data with registered Buyers, for the direct negotiation of purchase proposals for the extracted latex.
2.7.1. SnapSystems does not manage or supervise Auxiliary Users; their registration, management and supervision are the sole responsibility of the Producer.
2.7.2. SnapSystems does not participate in the legal relationships entered into between Platform Users, and the Users are solely responsible for defining the commercial terms and conditions (subject matter, deadlines, amounts, payments and logistics) of their relationships.
2.8. Operational Support. SnapSystems will provide operational support to the Producer exclusively for questions related to the use of the Platform. Support will be provided through the official channels listed on the SnapSystems website and will be limited to clarifications about features, technical operation and any access issues. SnapSystems does not provide support regarding negotiations, contracts or activities carried out by Users outside the Platform.
3. Registration
3.1. Registration. To use the Platform, the Producer, who must necessarily be a legal entity, must register, providing at least the following information: corporate name, CNPJ, name of the legal representative, contact telephone number and email address ("Registration").
3.1.1. In addition to its own registration, the Producer may register, within the Platform, the Rubber Tappers with whom it wishes to carry out activities or partnerships, as well as Auxiliary Users who assist it in operational management and assessments.
3.1.2. The Producer will be solely responsible for the registration, access management and conduct of any Auxiliary Users and Rubber Tappers it designates on the Platform.
3.1.3. The Producer undertakes to ensure that Auxiliary Users and Rubber Tappers will comply with the rules and policies applicable to the use of the Platform, including those relating to the integrity of the data entered and respect for the purposes of the system.
3.1.4. SnapSystems does not manage, supervise or validate the data entered, and the Producer is solely responsible for the information registered and for any damages arising from the improper or incorrect use of the Platform by such Auxiliary Users and Rubber Tappers.
3.2. Registration Representations. By completing the Registration, the User represents and warrants that:
(a)
Producer:
i.
It is a duly incorporated legal entity;
ii.
It is the owner, possessor or lawful holder of rural property intended for the cultivation of rubber trees, in accordance with Brazilian Law No. 4,504/1964 ("Land Statute") and Decree No. 59,566/1966;
iii.
It undertakes to provide true, complete and up-to-date information in the Registration, taking full responsibility for its accuracy.
(b)
Rubber Tapper:
i.
Carries out latex extraction activities in accordance with the rules applicable to rural activities, including occupational safety and environmental protection regulations, without the need for any specific qualification or license;
ii.
Will keep its registration and legal status in good standing, including holding an active CNPJ able to issue invoices for the sale of latex, when applicable;
iii.
Carries out its activity autonomously and independently, with no employment relationship with the Producer or with SnapSystems.
(c)
Buyer:
i.
It is a legally incorporated legal entity, duly registered with the CNPJ;
ii.
It undertakes to provide truthful information at the time of Registration and while using the Platform.
3.3. Registration Email and Login. The email address provided at Registration will be linked to the Platform access login and used as the main channel for communications between SnapSystems and the Producer.
3.3.1. It is the Producer's responsibility to ensure that the email address provided is active and accessible.
3.3.2. The login created upon Registration will be personal and non-transferable, and may be integrated with the Producer's internal systems for specific Platform features, as applicable.
3.4. Refusal and Suspension of Registration. SnapSystems reserves the right to refuse any Registration request and to suspend, at any time, Registrations that are not in accordance with these Terms or with current legislation.
3.5. Eligibility Criteria. SnapSystems may, at its sole discretion, change the criteria for registration and for maintaining access to the Platform, without prior notice.
4. General conditions of the platform use license
4.1. License. SnapSystems grants the Producer a limited, temporary, non-exclusive and non-transferable license to use the Platform, exclusively for the purposes set out in these Terms of Use and in accordance with the features made available.
4.2. Improper Use. If improper use of the Platform is found, or if there is reasonable evidence of it, SnapSystems may notify the User to provide clarifications within up to 10 (ten) days from the sending of the notice. In the absence of a response, or if the justification is deemed insufficient, SnapSystems may, at its sole discretion and as a security measure, immediately suspend the User's access to the Platform, by notice sent by email stating the reason for the suspension and the measures to be taken.
4.3. Investigation of irregularities. SnapSystems may investigate any violations or irregularities that come to its attention, reserving the right to take the measures it deems appropriate, including, without limitation, sending notices, suspending features or blocking access to the Platform.
4.4. Platform Conditions. The Producer's use of the Platform is subject to meeting minimum access requirements, including but not limited to: a stable internet connection, use of a device compatible with the supported operating systems and, where applicable, permission to access geolocation features. Any additional requirements may be communicated by SnapSystems at the time of contracting or during the use of the Platform.
4.5. Integration. The Producer will be solely responsible for taking the measures necessary to integrate the Platform with its internal systems, when applicable, in order to ensure its full functionality.
4.6. Changes to the Platform. SnapSystems may implement changes to the Platform at any time. If there is an impact on technical or commercial parameters affecting the Producer's current plan, the Producer will be notified in advance so that it can take the necessary steps to adapt.
4.7. Technical Updates. SnapSystems may, at its sole discretion, carry out fixes, performance improvements, technical adjustments, and the addition or removal of Platform features, provided they are compatible with the purpose of the contracted service. Changes that affect the Producer's current plan will be communicated in advance whenever possible.
4.8. Platform Availability. The continuity of the services is subject to the technical, commercial and operational viability of the Platform and is not guaranteed indefinitely. SnapSystems may, with reasonable prior notice, suspend or discontinue the Platform or specific features, in whole or in part, without this giving rise to any right to compensation, unless provided for in specific legislation.
4.9. Stability and Failure Recovery. SnapSystems will use its best efforts to ensure the availability and continuous operation of the Platform and its features. In the event of failures or interruptions, SnapSystems undertakes to take all reasonable measures to restore access as quickly as possible.
4.10. Technical Performance of the Platform. SnapSystems declares that the Platform has been previously tested and is capable of offering satisfactory performance, provided that the minimum technical requirements defined in these Terms and their updates are met. Responsibility for the adequacy of equipment and the quality of the internet connection lies exclusively with the Producer.
5. Obligations of the parties
5.1. Producer's Obligations. The Producer undertakes, on its own behalf and on behalf of its employees, agents and other contractors, to:
(a)
make the payments for the chosen Subscription Plan on the dates and under the conditions set out in these Terms;
(b)
ensure the proper use of the Platform, within the scope of the contracted features, taking full responsibility for any losses and damages it may cause to SnapSystems or third parties as a result of improper use;
(c)
not assign, sublicense or share access to the Platform with third parties, the login being personal and non-transferable;
(d)
have compatible, up-to-date and secure equipment, connections and software to access the Platform, including antivirus and firewall;
(e)
respect SnapSystems' intellectual property rights, acknowledging that the Platform and the results obtained through it are the exclusive property of SnapSystems;
(f)
not disclose, reproduce or use the data, code, images or any content of the Platform for purposes other than those set out in these Terms;
(g)
ensure the accuracy of the information entered on the Platform and keep its registration data always up to date;
(h)
instruct its partners (including Rubber Tappers and Buyers) not to use the Platform's channels to send documents or information containing sensitive personal data, unless there is a specific legal basis and the data subject's consent;
(i)
refrain from conduct that: (i) restricts or inhibits the use of the Platform by other Users; (ii) violates the rights of third parties or legal rules; (iii) is offensive, discriminatory, slanderous or defamatory; or (iv) is contrary to morality and good customs;
(j)
conduct all negotiations and contracts with third parties autonomously, ethically and lawfully, taking full responsibility for the legal relationships it establishes, including the legal, labor, social security, tax and contractual compliance of such relationships;
(k)
comply with current environmental, land and labor regulations, including, where applicable, the formalization of agrarian contracts governing the use of the area, under Brazilian Law No. 4,504/1964 ("Land Statute") and Decree No. 59,566/1966;
(l)
formalize, where applicable, rural partnership contracts with Rubber Tappers, with a term freely agreed between the parties. In the absence of an agreed term, the minimum term of three years applies, under article 96, item I, of the Land Statute, ensuring that the Rubber Tapper can complete latex extraction already begun, even after the end of the contractual term;
(m)
if the Rubber Tapper comes to live in the area intended for tapping, ensure minimum conditions of hygienic housing, as well as sufficient space for a vegetable garden and raising small animals, as provided for in the Land Statute;
(n)
process the personal data of Rubber Tappers and its other partners in accordance with applicable law, especially Brazilian Law No. 13,709/2018 (General Personal Data Protection Law - LGPD);
(o)
ensure that no unpaid services are required from the Rubber Tappers with whom it has a partnership, ensuring the fair agreed remuneration;
(p)
keep the app updated to the latest available version.
5.2. SnapSystems' Obligations. SnapSystems undertakes, on its own behalf and on behalf of its employees, agents and other contractors, to:
(a)
use its best efforts to ensure the continuous and secure operation of the Platform, fixing any technical failures as quickly as possible;
(b)
inform the Producer, whenever necessary, of relevant changes that may affect the use of the Platform or the contracted features;
(c)
provide technical support to the Producer, exclusively related to the use of the Platform and its features, as provided for in these Terms; and
(d)
process any personal data accessed or stored in accordance with applicable law, especially Brazilian Law No. 13,709/2018 (General Personal Data Protection Law - LGPD).
5.3. Awareness of Third-Party Liability. The Producer declares that it is aware that:
(a)
Rubber Tappers using the Platform must comply with the legal obligations applicable to their activity, in addition to carrying out their activities autonomously and independently, with no employment relationship with the Producer or with SnapSystems;
(b)
Rubber Tappers are fully responsible for complying with the environmental, labor and social security legislation applicable to latex tapping activities, as well as for the quality and regularity of the services they provide;
(c)
Buyers registered on the Platform must comply with the commercial, tax, environmental and sanitary legislation applicable to the purchase, transport, storage and processing of latex, taking full responsibility for the obligations arising from these activities;
(d)
every legal, commercial or contractual relationship established between Producers, Rubber Tappers and Buyers will take place autonomously and independently, and the parties involved are solely responsible for ensuring legal compliance and the performance of their obligations, without any joint or subsidiary liability on the part of SnapSystems; and
(e)
SnapSystems acts solely as a means of technological connection between Platform Users, without participating in, intermediating, validating or being liable for the negotiations, contracts or obligations entered into between Producers, Rubber Tappers and Buyers.
5.4. User Conduct. The Producer undertakes to carry out its activities regularly, autonomously and in accordance with current legislation, including civil, labor, social security, environmental, commercial and tax rules, taking full responsibility for its decisions, actions and negotiations with third parties.
5.4.1. The Producer will be solely responsible for any amounts, indemnities, penalties, charges or costs arising from obligations assumed in relationships entered into with Rubber Tappers, Buyers or other third parties, including those arising from negotiations carried out through the Platform.
5.4.2. If SnapSystems is subject to judicial or administrative claims as a result of acts performed by the Producer or arising from its relationships with third parties, the Producer undertakes to bear in full all amounts, indemnities, costs and expenses incurred by SnapSystems, including attorneys' fees and court costs, without prejudice to SnapSystems' right of recourse against the Producer.
5.5. Monitoring and Reporting of Improper Conduct. SnapSystems may, at its sole discretion, monitor the data and interactions entered on the Platform on a sample, non-continuous basis, exclusively to verify compliance with the provisions of these Terms. This monitoring does not imply any obligation of permanent oversight or responsibility for the content generated by Users.
5.5.1. The Producer must immediately inform SnapSystems, through the official support channels, of any improper, unlawful conduct or conduct contrary to these Terms of which it becomes aware within the Platform.
5.5.1.1. SnapSystems will analyze the report confidentially and take the measures it deems appropriate, at its sole discretion.
5.6. User-Generated Content. The Producer acknowledges that all content entered or generated through the Platform, including property registrations, partnership opportunity listings, production estimates, commercial proposals or messages, is the sole responsibility of the Users themselves.
5.6.1. The Producer undertakes not to register or attach to the Platform photos containing images of people or any elements that allow third parties to be identified.
5.6.1.1. The Producer will be solely responsible for any improper processing of personal data resulting from non-compliance with this obligation.
5.6.2. SnapSystems may, at its sole discretion, remove or restrict access to content deemed inappropriate, illegal, misleading, offensive or in violation of the provisions of these Terms.
5.7. Rubber Tapper Assessments. Assessments consist of the assignment of scores or ratings by the Auxiliary Users designated by the Producer, based on criteria previously defined by the Producer itself. Rubber Tapper assessments will be presented as an average (score), calculated based on the answers given by the Auxiliary Users.
5.7.1. The Producer acknowledges that the assessments made of Rubber Tappers in the Hevea Produtores app may be shared with the assessed Rubber Tappers themselves, as well as with other Producers, through the Hevea Sangradores app.
5.7.1.1. The Rubber Tapper may, at its discretion, hide its score when showing interest in new partnerships through the Platform.
5.7.1.2. For transparency purposes, SnapSystems may inform the Rubber Tapper of the date and origin of the assessment received.
5.7.2. The Producer acknowledges that it is solely responsible for defining the assessment criteria and for the assessments given to the Rubber Tappers linked to its property.
5.7.3. SnapSystems does not interfere with, review or change the assessments made by Producers or Auxiliary Users, even if requested.
5.7.4. The averages or scores calculated by the Platform exclusively reflect the assessments recorded by the Users, without any interference by SnapSystems.
6. Subscription plans, Fee and payment
6.1. Subscription Plan. After registering, the Producer must choose one of the subscription plans offered by SnapSystems ("Subscription Plan"), according to its operational needs. The plans may be offered in the following forms:
(a)
Monthly: with recurring payment and automatic renewal every 30 (thirty) days;
(b)
Annual: with a single upfront payment and automatic renewal every 12 (twelve) months, unless the Producer states otherwise.
6.2. Payment. Payment of the amount corresponding to the chosen plan will be made by valid credit card provided at the time of contracting. The monthly plan will be charged on a recurring basis. The annual plan will be charged in advance and in full.
6.3. Price Adjustment. Plan prices will be adjusted every 12 (twelve) months based on the IGPM or IPCA (Brazilian inflation indexes), whichever is higher, or according to criteria defined at the time of contracting.
6.4. Default. In the event of default, the amount owed will be subject to monetary adjustment based on the IGPM index, a 2% (two percent) fine and late-payment interest of 1% (one percent) per month, calculated pro rata die.
6.4.1. Default for a period exceeding: (i) 15 (fifteen) days will result in the suspension of access to the Platform until the debt is settled; (ii) 60 (sixty) days will result in the immediate termination of these Terms, regardless of prior notice.
6.5. Fee. In addition to payment of the Subscription Plan, the Producer undertakes to pay SnapSystems a remuneration corresponding to 1% (one percent) of the total value of each purchase order formalized through the Platform ("Fee"), and the Buyer will also pay 1% (one percent) of the value of the transaction, totaling 2% (two percent) per transaction.
6.5.1. SnapSystems may revise the Fee percentage by giving Users at least 10 (ten) days' prior notice, sent by email or through the Platform itself. Continued use of the Platform will be considered acceptance of the new condition.
6.6. Application of the Fee. The Fee will be due on every transaction whose negotiation was initiated or made possible through the Platform, even if the contract was agreed directly between the parties outside the digital environment, provided it originated from contacts, proposals or interactions that took place on the Platform.
6.6.1. The Fee will apply to the gross value of the transaction, regardless of the form of payment or the settlement date agreed between the parties.
6.7. Calculation and Recording. The amount of the Fee will be calculated automatically, based on the information recorded on the Platform, extracted from the purchase orders generated by the Buyer.
6.7.1. Each purchase order must indicate: (i) the collection property; (ii) the estimated quantity of natural rubber coagulum (latex) production, in kilograms; (iii) the price per kilogram of rubber based on a DRC (Dry Rubber Content) of 53% (fifty-three percent); (iv) the estimated delivery date; and (v) the payment terms, calculated in calendar days from the actual delivery date.
6.7.2. The quantity of coagulum actually delivered will only be known at the time of collection, and the final price of the transaction will be adjusted proportionally to the DRC (Dry Rubber Content) determined by the Buyer, based on the test carried out at the processing plant.
6.7.3. The Parties acknowledge that the information entered on the Platform will serve as the basis for calculating the Fee, including for invoicing purposes, unless proven otherwise.
6.8. Payment. SnapSystems will issue the tax document corresponding to the amount of the Fee owed only after the actual value of the transaction has been determined.
6.8.1. The due date will be set in the respective communication to the Producer, and payment must be made within the deadlines and in the manner indicated, under penalty of the charges and measures provided for in item 6.4 above.
6.9. Incomplete or Fraudulent Reporting. Failure to record the commercial conditions of transactions entered into with Producers, or incomplete, inconsistent or intentionally falsified recording with the aim of reducing or avoiding payment of the Fee, will constitute a serious breach of contract, subjecting the Producer to suspension of access to the Platform, without prejudice to the appropriate judicial and extrajudicial measures to collect the amounts owed and determine losses and damages.
6.9.1. Whenever there is evidence of irregularity, SnapSystems may request from the Producer the documents and records necessary to verify the integrity of the contractual information, especially regarding the value of transactions formalized through the Platform.
6.10. Dispute. If the Producer identifies a discrepancy in the amount of the Fee charged, it may submit a reasoned dispute within 5 (five) business days from receipt of the payment notice. During the review period, the enforceability of the amount will be suspended solely with respect to the disputed item, with all other payment obligations remaining in effect.
7. Term and termination
7.1. Term. These Terms will come into force on the date of contracting and remain valid according to the periodicity of the Subscription Plan selected by the Producer (monthly or annual), with automatic renewal at the end of each cycle, unless otherwise stated.
7.2. Termination at the Producer's Initiative:
(a)
Monthly Plan: The Producer may request cancellation at any time. If cancellation occurs after the renewal of the current period, access to the Platform will remain active until the end of the monthly cycle already paid, with no new charges from the following cycle onwards. To avoid automatic renewal, cancellation must be requested at least 3 (three) days before the end of the current cycle.
(b)
Annual Plan: The Producer may request early termination at any time during the term of the annual plan. In this case, SnapSystems may retain a compensatory fine equivalent to 30% (thirty percent) of the amount proportional to the remaining period of the contracted plan. The remaining amount will be refunded to the Producer within up to 30 (thirty) business days, less any operating expenses. Non-renewal for the following cycle must be requested at least 30 (thirty) days before the end of the contracted period.
7.3. Termination at the Initiative of Either Party. These Terms may be terminated at any time (a) by mutual agreement between the Producer and SnapSystems; and (b) in the event of bankruptcy, dissolution, judicial or extrajudicial liquidation, judicial or extrajudicial reorganization, or civil insolvency of either party.
7.4. Effects of Termination. Termination of the Terms will result in the immediate revocation of access to the Platform, as well as the interruption of the contracted features. SnapSystems will not be required to provide data exports, unless there is a specific contractual provision to that effect.
7.4.1. Termination of these Terms does not release the Producer from the obligation to pay SnapSystems the Fee owed on transactions whose negotiation was initiated or made possible through the Platform during the contractual term, even if payment occurs after the end of the relationship.
8. Warranties and liability of the parties
8.1. SnapSystems warrants that the Platform does not infringe the rights of third parties, undertaking to hold the Producer harmless from any burdens and expenses arising from legitimate claims to that effect.
8.2. The Parties acknowledge that they are independent and that there is no partnership, association, representation, agency, mandate or subordination relationship between them. No employee, contractor or agent of SnapSystems will have an employment relationship with the Producer, and vice versa, each Party being fully responsible for the labor, social security, tax and regulatory charges of their respective businesses.
8.3. SnapSystems may store the data and documents entered on the Platform while the contractual relationship is in force, in compliance with applicable law.
8.4. SnapSystems may use data in anonymized form for testing, improvement, training and development of enhancements to the Platform itself, in compliance with current legislation.
8.5. SnapSystems is not liable for failures, data loss, access interruptions or inconsistencies in the operation of the Platform resulting from: (i) internet connection failures; (ii) power outages; (iii) interventions by unauthorized third parties; or (iv) acts of God or force majeure.
8.6. SnapSystems acts exclusively as a means of technological connection between Producers, Rubber Tappers and Buyers, limited to making the Platform available for tapping and latex extraction management. SnapSystems does not participate in, intermediate, validate or guarantee the conclusion of negotiations, nor does it assume any responsibility for the commercial, financial or business results obtained by Users.
8.7. The Producer declares that it is aware that the performance of these Terms does not imply any obligation on the part of SnapSystems to make structural investments or provide operational infrastructure beyond what is made available by the Platform.
9. Intellectual property
9.1. Under Brazilian Law No. 9,609/1998, the Platform is the exclusive property of SnapSystems. The Producer, its directors, employees, agents and contractors are prohibited from copying, modifying, publishing, reproducing, sublicensing, distributing, assigning, renting, licensing, reverse engineering, publicly displaying, creating derivative works or, by any other means, using the Platform or its components in a manner inconsistent with these Terms.
9.1.1. Any information, technologies, inventions, improvements, features, methods, code, metrics, algorithms, encryption, hashes, applications, know-how or other intellectual assets developed by SnapSystems and used in the Platform are also the exclusive property of SnapSystems, even if they result from specific requests by the Producer or third parties, and even if they have been funded, in whole or in part, by the Producer.
9.1.2. The database and the results obtained through the use of the Platform constitute assets protected by SnapSystems' copyright and intellectual property rights, and the Producer is prohibited from extracting, copying or reusing such data without express authorization.
9.1.3. The use of any intellectual property elements of SnapSystems or of third parties hired by it — such as trademarks, logos, trade names and distinctive signs — is restricted to the performance of these Terms, and their use for any other purpose is prohibited.
9.2. The Producer authorizes SnapSystems, during the term of these Terms, to use its trademark, logo and figurative elements, for reference purposes, in institutional materials, sales presentations and on the SnapSystems website, for the sole purpose of showcasing its client portfolio. If it wishes to revoke this authorization, the Producer must formally notify SnapSystems, which will remove the reference within a reasonable time.
9.3. Failure to comply with the obligations set out in this clause will subject the Producer to full compensation for all losses and damages caused to SnapSystems, including loss of profits and consequential damages.
9.4. No User is authorized to represent, sell, sublicense or promote SnapSystems' services to third parties, except with formal and express authorization. The use of SnapSystems' trademark, trade name or any visual identity assets for personal promotion, negotiation with third parties or commercial purposes unrelated to the Platform is prohibited.
10. Confidentiality
10.1. For the purposes of these Terms, Confidential Information means any data, documents, specifications or technical, commercial, operational, financial or legal information disclosed by one of the parties ("Disclosing Party") to the other ("Receiving Party"), by any means (verbal, written, electronic or other), including information to which the Receiving Party may have access as a result of the performance of these Terms, even if not expressly marked as confidential.
10.2. The following will not be considered Confidential Information:
(a)
information that is in the public domain, other than as a result of a breach of these Terms;
(b)
information that was demonstrably already known to the Receiving Party before its disclosure by the Disclosing Party;
(c)
information that was lawfully received from third parties not subject to confidentiality obligations; or
(d)
information whose disclosure is required by law or by order of a competent authority, under clause 10.3.
10.3. The Receiving Party undertakes to keep all Confidential Information received in absolute secrecy, binding itself and its partners, directors, employees, service providers and agents not to use it for any purpose other than the strict performance of these Terms, nor to disclose it to third parties without the prior and express written authorization of the Disclosing Party.
10.4. In the event of a legal obligation or judicial or administrative decision requiring the disclosure of any Confidential Information, the Receiving Party must, whenever possible, notify the Disclosing Party immediately, before making the disclosure, and use reasonable efforts to (i) limit the extent of the disclosure to the strictly necessary information, and (ii) ensure confidential treatment before the competent body.
10.5. The confidentiality obligation set out herein will remain in force throughout the term of these Terms and for a period of 5 (five) years after their termination, for any reason. Breach of this clause will subject the infringing Party to the obligation to compensate all direct and indirect damages, including loss of profits, caused to the injured Party.
11. Personal data protection
11.1. The Parties acknowledge that the processing of personal data carried out under these Terms will comply with applicable law, especially Brazilian Law No. 13,709/2018 - General Data Protection Law ("LGPD"). The Producer will be considered the controller of the personal data entered or shared on the Platform, being responsible for its lawfulness, adequacy and purpose. SnapSystems will act as processor, processing data on behalf of and under the instructions of the Producer, except when acting as controller for its own legitimate purposes, as set out in these Terms.
11.2. SnapSystems and the Producer undertake to process personal data exclusively for the purposes set out in these Terms and in accordance with the LGPD.
11.3. If either Party is required to provide clarifications or respond before a competent authority regarding the data processing governed by these Terms, the other Party undertakes to cooperate diligently, providing the necessary information and documents.
11.4. SnapSystems undertakes to:
(a)
adopt technical and organizational measures appropriate to the protection of the personal data processed under these Terms;
(b)
inform the Producer, as soon as possible, of the occurrence of security incidents that may pose a significant risk or harm to data subjects;
(c)
report, where applicable, requests received directly from data subjects, and cooperate with the Producer to address them properly, under applicable law.
11.5. The Producer represents and warrants that any personal data shared with SnapSystems was obtained lawfully and in accordance with the LGPD, undertaking to:
(a)
comply with the principles and foundations of personal data processing set out in applicable law;
(b)
provide data subjects with clear and complete information about the processing of their data, including its sharing with SnapSystems;
(c)
not share data of third parties, especially children, in the spaces provided by the Platform for photographs of the property's accommodations;
(d)
provide the Rubber Tapper with clear information about the data and assessments linked to the Rubber Tapper registered on the Platform;
(e)
maintain an adequate structure to address the rights of data subjects;
(f)
define and record the applicable legal basis for each processing operation;
(g)
adopt reasonable technical and organizational measures to ensure the security of the data processed;
(h)
provide SnapSystems with lawful and documented instructions regarding the processing of personal data under these Terms.
11.6. SnapSystems may only be held liable for damages arising from data processing when (i) it acts in breach of the LGPD; or (ii) it fails to comply with the lawful and documented instructions provided by the Producer.
11.6.1. If SnapSystems is held liable outside the cases above, it is guaranteed the right of recourse against the Producer, under article 42, paragraph 4, of the LGPD, combined with article 934 of the Brazilian Civil Code.
11.7. Without prejudice to the provisions of these terms, SnapSystems may process personal data covered by these Terms, especially geolocation, tapping frequency and assessment data, for its own legitimate purposes, such as maintenance, improvement and security of the Platform, data modeling and research related to Rubber Tapper performance, including after the end of the contractual relationship. In these cases, SnapSystems will act as sole controller of the data and will process it in accordance with the General Data Protection Law and its Data Protection Notice, being individually liable for such processing.
11.8. The Producer declares that it is aware that SnapSystems may use third-party services, solutions and systems integrated into the Platform, including sub-processors, technology providers and geolocation tools.
11.9. The Producer declares that it is aware that SnapSystems uses systems that prioritize offline access to the app, which involves transmitting some data directly to the devices of the Users registered by the Producer. In the event of a request to delete data from the platform, SnapSystems is not responsible for the data stored on the devices of Auxiliary Users, and it is the Producer's responsibility to individually request the deletion of such data from the Auxiliary Users.
12. Anti-bribery and anti-corruption provisions
12.1. The Producer declares that it is aware that SnapSystems rejects any unlawful or unethical practice, undertaking to fully comply with current legislation, especially Brazilian Law No. 12,846/2013 (Anti-Corruption Law), the rules against slave and child labor, and the constitutional principles of human dignity and the social function of work.
12.2. The Producer acknowledges that the other Platform Users — including Rubber Tappers and Buyers — must behave in a manner consistent with legality, ethics and fundamental rights. This includes the prohibition of work in degrading conditions, exhausting working hours, exploitation of minors, or discriminatory or abusive practices.
12.3. SnapSystems encourages responsible and transparent conduct by Users and expects the commercial relationships established within the Platform to reflect respect for the laws and the social and environmental values governing rural activity.
12.4. If the Producer becomes aware of conduct that violates the standards described herein, it must report such facts to SnapSystems, under item 5.5.1 of these Terms.
13. Notices
13.1. All notices, communications, notifications or summons related to these Terms must be made in writing, with proof of sending and receipt, to the physical or electronic addresses provided at the time of contracting or updated by the Parties under item 13.2 below.
13.2. Any change to a communication channel must be immediately informed to the other Party, in writing, in order to take effect for future notices.
14. Final provisions
14.1. These Terms constitute the entire agreement between the Parties regarding their subject matter, superseding all prior understandings, verbal or written.
14.2. The invalidity of any clause of these Terms will not affect the validity of the other provisions. The Parties will use their best efforts to replace the invalid clause with another that preserves, as far as possible, the originally intended economic effects.
14.3. These Terms bind the Parties and their successors in any capacity, irrevocably and irreversibly.
14.4. SnapSystems may assign or transfer its contractual position under these Terms, in whole or in part, to third parties, by simple notice to the Producer. The Producer may only assign its rights or obligations with the prior and express authorization of SnapSystems.
14.5. The tolerance of one of the Parties regarding the non-performance of any obligation assumed by the other Party will not constitute a waiver of rights, novation or contractual amendment, being a mere act of liberality.
14.6. No waiver of rights will be valid unless express and formalized in writing by the waiving Party.
14.7. The Parties declare that they have full powers and authorizations to enter into these Terms, and are responsible for the accuracy of their statements.
14.8. SnapSystems may update these Terms at any time, by giving the Producer at least 10 (ten) days' notice, through the Platform itself or by email. Continued use of the Platform after this period will be considered agreement with the new terms. If the Producer does not agree with the changes, it may request the cancellation of the contracted plan.
14.9. These Terms may be kept exclusively in electronic form. The digital version, accepted by click, is valid and effective for all legal purposes, without the need for printing, notarization or physical filing.
14.10. The Producer acknowledges that electronic acceptance of these Terms has the force of an electronic signature, under article 10, paragraph 2, of Brazilian Provisional Measure No. 2,200-2/2001 and article 784, paragraph 4, of the Brazilian Code of Civil Procedure, as added by Law No. 14,620/2023.
15. Jurisdiction and governing law
15.1. These Terms are governed by and construed in accordance with the laws of the Federative Republic of Brazil. The courts of São Paulo/SP shall have jurisdiction to resolve all disputes arising from these Terms, the Parties waiving any other, however privileged it may be.