Terms and conditions of use

Definitions

ACCEPTANCE OF TERMS AND CONDITIONS OF USE

Registration

1. Persons who do not enjoy full legal capacity to enter into contracts, including underagers, are precluded of registering as Users.
2. In the case of legal entities, registration as a User may be carried out by any of their legal representatives.
3. The information provided at the time of registration, and in any subsequent update, must be truthful, being the User the sole responsible for the veracity of that information. In the occurrence of any subsequent change, User must update his/her registration.
4. Each person is entitled to only one User registration, which will be unique, personal, and non-transferable.
5. The existence of untrue or outdated personal data, and/or the duplicate registration of the same User, may result in the deletion of the registration(s) and the impossibility of the person tore-register as a User.
6. SEEDMETRICS may refuse or cancel any registration that has not been made in accordance with these Terms ofUse.
7. Access to User account can only be made through the personal and non-transferable username and password created by the Users at the time of registration.
8. The User is solely responsible for the safekeeping and protection of the password and will be held liable for any misuse of the password by third parties.
9. In case of unauthorized use of the registration, the User shall immediately contact SEEDMETRICS.
10. SEEDMETRICS recommends the User to change his/her password periodically, which can be done by accessing the corresponding page on the Site.
11. After the registration is completed, the User will receive a confirmation message from SEEDMETRICS to the informed e-mail address.
12. SEEDMETRICS reserves the right, at any time, without prior notice and at its sole and exclusive discretion, to:
    
    a) verify the data informed by the User in the registration of the Site and Application and may request additional data and/or documents.
    
    b) cancel or delete the registration of Users who are in default with respect to any installment of payment for the subscription of the Services. In this event, SEEDMETRICS will send, as soon as the defaulting is verified, a notification to this effect, in the form of an electronic message to the User and at the e-mail address informed by the User during registration. If there is no response or payment of the amounts due to SEEDMETRICS within 10 (ten) calendar days from the sending of the notification, SEEDMETRICS will cancel the registration and delete the User from its database.
13. SEEDMETRICS agrees not to share, sell, or otherwise transmit the Users' personal data to third-parties, unless this and other information is required by law, if it is necessary for the functioning of the Site, the Mobile Application, the Web Application,or the Services included in the subscription.

SITE AND APPLICATION – FREE AND PAID ACCESS​

1. SEEDMETRICS subscribers have fullaccess to the contracted Services, according to the chosen plan orpackage.
2. The characteristics and scope of the Services,and the respective price of each of the packages offered, will be the subjectof a commercial proposal.
3. If SEEDMETRICS offers a trial period with unrestricted and free access to a reduced range of Services, after the trial period has expired the Services will be discontinued and will only be reactivated by subscribing to a paid package.
4. Users with free subscriptions who wish to subscribe to paid access to the Services should contact SEEDMETRICS at contato@seedmetrics.com.br
5. The provision of any free Service is the exclusive prerogative of SEEDMETRICS, which may at any time delete, include, change, update and/or replace any content or functionality of such Service, or even disable it, without characterizing a violation of these Terms of Use and without any prior notice to that effect.
6. The Services will be available uninterruptedly for24 hours, 7 days a week. However, eventually the Services may be temporarily unavailable due to adjustments, maintenance, change of servers, technical failures or for any reason of force majeure. If the unavailability is expected to be for a prolonged period, the User will be timely informed.
7. By using SEEDMETRICS services on a free or demonstration basis, the USER expressly agrees that any images uploaded to the platform may be used by SEEDMETRICS for the purposes of system development, improvement, and training, as well as for commercial purposes, including butnot limited to promotion on social media, marketing materials, and case study presentations (“cases”), subject to the USER’s right to expressly object in advance, in writing, before uploading such images to the SEEDMETRICS system.
   
   a)    SEEDMETRICS undertakes to fully anonymize all data prior to any use, removing or modifying any information that could identify theUSER or third parties, including but not limited to material names, contracts, field names, and other sensitive references.
   
   b)   The USER acknowledges that SEEDMETRICS recommends thatimages uploaded on trial period contain no information other than thatnecessary for the analysis. SEEDMETRICS shall not be held liable for any dataexposure resulting from non-compliance with this recommendation.

Subscription

1. The Subscription for access to the Services will be regulated by the following conditions:
2. The subscription can be requested through the Site or e-mail. The Contract format, prices and the detailed description of each available Service will be informed during the contracting process.
3. The renewal of a subscription will always be automatic, at the price in effect at the time of renewal.
4. User may request the cancellation of a Subscription at any time, but the validity of the current Subscription will expire only at the end of the originally contracted term (monthly or annual). The User is hereby aware that he/she shall not be entitled to a refund of any amounts previously paid.
5. The amounts charged for the Subscription may be changed by SEEDMETRICS, provided that the User is informed in advance.
6. SEEDMETRICS may, at its sole discretion, conduct promotions of Services, offering discounts or other benefits. Such promotions will be governed by specific regulation.  

RULES OF CONDUCT OF THE USER

1. Not excluding the obligations established in the other legal terms signed between the Parties, but concomitant to these, the User undertakes to:
2. Refrain of using the Application for any other purpose not expressly provided for in the Contract, and/or that have not been offered to the User.
3. Use the Application only and exclusively in cultivation areas owned or leased/managed by the User.
4. Abide by these Terms of Use and pass them on to all End Users.
5. Ensure that all authorized Users use the Services in accordance with the Contract, these Terms of Use, and all applicable laws and regulations.
6. Not infringe in any respect the intellectual properties pertaining to the Services.
7. Not copy, assign, sublicense, sell, lease, or pledge, reproduce, donate, dispose of in any way, transfer all or part of, in any manner, free or paid, temporarily or permanently, any modules, parts, manual sor any information related to the Services without the proper authorization from SEEDMETRICS.
8. Keep registration data up to date and with true information, as well as ensure the confidentiality of the password, soas not to allow any sharing thereof.
9. Inform SEEDMETRICS of any problems with the Services and the Application, or any violations of the Services.
10. Provide qualified personnel for using the Application and for communication with SEEDMETRICS, as well as all documentation, reports and other information that record the circumstances in which problems have been detected, to facilitate and expedite the resolution of such problems, as long as no trade secret is involved.
11. Maintain, at its own expenses, a telecommunication line, communication software, electronic mail address and other technological resources necessary for effective communication with SEEDMETRICS.
12. Use devices approved by SEEDMETRICS to ensure the correct functionality of the Application, according to the list shown in the Instruction Manual.
13. Be responsible for the data entered into the Application, the registration, permissions, passwords and use mode of its Users. SEEDMETRICS will not be responsible for information, passwords, copies of information, etc., which will not be ever checked by SEEEDMETRICS. The responsibility for the information entered during the use of the Applications lies exclusively with the User.
14. Install the Mobile Application only on the number of devices in accordance with the number of licenses contracted.
15. Comply with all national and international laws related to Intellectual Property Rights.
16. Not use robots, spiders, or any other device/procedure, automatic or manual, to monitor or copy any content of the Services.
17. Do not transmit any content not owned by User or that the User does not have the right to publish or distribute, whether under law or contract.
18. Do not use or transmit any content, information, text, image, video, or logo published on the Site with direct or indirect advertising purposes, or even with any other commercial purposes, unless previously and expressly authorized by SEEDMETRICS, under penalty of being liable for damages.
19. Do not access the Site or the WebApplication without authorization, through hacking practices, password mining or any other fraudulent means or that represents violation of third-party rights.
20. Comply with any applicable laws, standards, rules, principles, and regulations.
21. Do not assist or support any third-party to perform any action whatsoever prohibited by these Terms of Use.

INTELLECTUAL PROPERTY RIGHTS

1. SEEDMETRICS respects the intellectual property rights of others and requires Users to do the same.
2. All ownership, possession, and other rights in and to the Site and Applications, as well as all content, and with out limitation, user accounts, code, artwork, graphics, structural designs, methods of operation, trademarks, Service marks, trade names, domain names, slogans, patents, inventions, utility models, know-how, and any other intellectual property are the exclusive property of SEEDMETRICS.
3. SEEDMETRICS, as the legitimateowner of all intellectual property rights relating to the Applications,does not allow the use of any of its trademarks, Service marks, trade names,logos, domain names, slogans and/or trade dress in any manner whatsoever unlessexpressly and specifically authorized.
4. SEEDMETRICS does not authorizeany reproduction, redistribution, modification, or use of the Applicationsnot in accordance with these Terms of Use or the Contract signedby the Parties. Failure to comply with this requirement will beconsidered a serious breach and will result in the immediate termination of theContract, as well as the legitimate use of all available and applicablelegal remedies.
5. The data and information entered and generated fromthe use of the Applications by the User shall be the intellectualproperty of the User.

Responsibilities

1. The reports and indicators generated by SEEDMETRICS will be based exclusively on the data collected and transmitted by the User. In the occurrence of inconsistencies in the data collected, planting failure in the area considered, biological attack, weather, or other factors that may impair the proper processing of the data provided, the User declares to be aware of the possible occurrence of significant deviations in the results processed and presented by SEEDMETRICS, and that SEEDMETRICS will not be liable under any circumstances for the use of such data by the User.
2. The User also declares to be aware that the information generated by SEEDMETRICS refers to the production of the area for which the data was provided, at the time it was provided, and does not include unavoidable losses before and during the harvest, nor losses arising from the further processing of the harvested cobs.
3. The User confirms that he/she is aware and agrees that SEEDMETRICS does not guarantee the accuracy and reliability of the analyses and reports that comprise the Services, either because SEEDMETRICS has no control over the process and reliability of data collection, or because of the inaccuracies and margins of error inherent in statistical analysis. The User agrees that the reports generated by SEEDMETRICS software shall only be used as an auxiliary element in the User's decision-making process.
4. Under no circumstances shall SEEDMETRICS be liable for direct, indirect, incidental, consequential, special, or exemplary damages arising out of the Services, unavailability of the Services, or the User's use or misuse of the Services. Such limitation of liability shall apply without limitation whether for damages arising out of data provided by the Application or damages caused by the Services.

APPLICABLE LAWS AND DISPUTE RESOLUTION

1. SEEDMETRICS complies and applies the current legislation on anti-corruption practices, being prohibited the promise, offer, delivery, direct or indirect, of any undue advantage, monetary or otherwise, to public officials or third persons related to them, being also prohibited the making of payments not provided for in the legislation, including, without limitation, payments aimed at accelerating administrative or judicial procedures and influencing decisions.
2. SEEDMETRICS confirms that it complies with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the User’s personal data for the purpose of rendering the Services.
3. Any dispute, controversy or claim arising out of or relating to these Termes of Use, including its conclusion, interpretation, performance, breach, termination, or invalidity, shall be finally settled under the rules of the International Chamber of Commerce appointed in accordance with the said rules. The place of arbitration shall beParis, France. The language of the arbitration shall be English.