Carefully read our terms
CARROT FNDN, a Swiss foundation under Article 80 et seq. of the Swiss Civil Code, with its registered office in Zug (“Carrot” and, together with the User, the “Parties”), have mutually agreed upon the following terms and conditions:
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Object
The object of this contract is to regulate the use of the Carrot platform by the User.
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Terms and Conditions
a. The User, in the capacity indicated above, declares, for all legal purposes, that it irrevocably, unalterably, and unconditionally agrees to all rights and obligations established herein, and affirms having read, understood, and accepted the provisions of the Terms and Conditions [https://whitepaper.carrot.eco/more/terms-and-conditions/t-and-c-of-use] of Carrot's digital platform/network and of the Terms and Conditions for Sales and Purchases of Tokenized Recycling Credits and Carbon Credits (“Terms and Conditions for the Sale and Purchase of Tokenized Recycling and Carbon Credits”) [https://whitepaper.carrot.eco/more/terms-and-conditions/t-and-c-for-sales-and-purchases-of-trcs-and-tccs].
b. The User acknowledges and agrees that Carrot may update the Terms and Conditions and the Terms and Conditions for the Sale and Purchase of Tokenized Recycling and Carbon Credits at any time and independently of an amendment to this Contract, upon prior notification to the User, with the updated terms being automatically incorporated into this Contract.
c. The User agrees and understands that Carrot will communicate with platform users by electronic means. Therefore, the User agrees to keep its email address updated and to notify Carrot of any changes, as set forth in the Terms and Conditions.
d. The User acknowledges and agrees that it must provide individual identification information and, in the case of a legal entity, the legal representative must provide individual identification information and proof of legal representation, in accordance with the Terms and Conditions, as well as with the Token Sale Terms and Conditions.
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LGPD (Brazilian General Data Protection Law)
The Parties guarantee compliance with the legal provisions, especially those stipulated in Law No. 13.709/2018 (“LGPD”), and that the processing of the provided data will comprise technical and administrative security measures suitable for protecting personal data from unauthorized access and from accidental or unlawful situations of destruction, loss, alteration, communication, or any form of inadequate or unlawful processing.
a. The Parties shall ensure the privacy and personal data related to this Contract, in accordance with best information security practices and applicable legislation, which may involve the following policies: risk management; asset management; access control and identity management; awareness and training; accountability; contingency planning; system maintenance; systems and communications protection; and media protection.
b. The obligations of the Parties are: i. To promote, among the employees providing services, training and development of a culture of personal data protection; ii. To adopt appropriate technological and administrative measures for data security and confidentiality, suitable for protecting personal data from unauthorized access and from accidental or unlawful situations of alteration, communication, or any form of inadequate or unlawful processing; iii. To delete or anonymize personal data through secure procedures after achieving the purpose of the processing and/or termination of the contract, generating appropriate evidence, according to market best practices, proving the deletion or anonymization of the data; iv. To have an incident response plan in case of personal data breaches; and v. To maintain an active governance program for the protection and ethical use of personal data.
c. Failure to comply with the obligations set forth in the LGPD and in this contract may result in its immediate termination.
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Commercialization of Rights
a. The User expressly agrees, irrevocably and unalterably, to the assignment and sale of all and any rights to the certification of verified greenhouse gas reductions and removals from the Carrot platform, according to the Terms and Conditions and the Token Sale Terms and Conditions, hereby authorizing Carrot and its affiliates to perform on its behalf all and any acts necessary for the commercialization of such rights (including, without limitation, price negotiation and other sale terms and conditions, being able to accept and receive amounts, give and receive discharge, deliver and assign rights, among others), observing the distribution of part of the profits generated by the sale to the User, as established in the Terms and Conditions and in the Token Sale Terms and Conditions.
b. The User declares, for all legal purposes, to have read, understood, and accepted the provisions regarding the pricing technique for credits as described in the Rewards Distribution Policy [https://whitepaper.carrot.eco/carrot-methodologies/rewards-distribution-policy].
c. Without prejudice to the provisions in the Terms and Conditions and the Token Sale Terms and Conditions, the User hereby expressly waives, for any reason and at any time, irrevocably and unalterably, all and any rights, benefits, interests, credits, certificates, notes, claims, or authorizations, past, present, or future, regarding the registration or certification of emission reductions (or any other type of carbon credit, direct or similar remuneration) arising from services managed by the platform, in accordance with item 4 of the Terms and Conditions and with the Token Sale Terms and Conditions.
d. The User expressly agrees and permits, irrevocably and unalterably, the assignment for the traceability of processes and records of the assets. The User acknowledges that traceability brings greater reliability and security to the information provided to the consumer regarding the origin and the entire production chain.
e. The User permits and accepts that, upon prior notice and User's acceptance, Carrot may charge for additional services, including traceability and circularity certification, these being charged additionally, as set forth in the Terms and Conditions.
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Liability of the Parties
The User accepts and acknowledges the risks related to the use of the platform, as set forth in the Terms and Conditions and in the Terms and Conditions for the Sale and Purchase of Tokenized Recycling and Carbon Credits.
The User acknowledges and agrees that, although Carrot uses data security and software management measures, including encryption, Carrot shall not be liable for any risk related to the use of the platform, such as, but not limited to, activity, personal data, and service provision obligations to the User.
Notwithstanding, Carrot's liability for any losses and damages due to non-compliance with this Contract, the Terms and Conditions, or the Terms and Conditions for the Sale and Purchase of Tokenized Recycling and Carbon Credits shall be limited to the total amount of payments made by the User to Carrot during the term of this Contract in the 12 (twelve) months prior to the date of liability.
Any indirect damages are expressly excluded, including, without limitation, loss of opportunities, losses, consequential damages, reputational damage, among others.
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Governing Law and Jurisdiction
This Contract shall be governed and interpreted in accordance with the laws of the Federative Republic of Brazil.
The Parties elect the Central Court of the District of São Paulo, State of São Paulo, to resolve any disputes involving this Contract.
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Interpretation
In case of conflict between this Contract and the Terms and Conditions, the provisions of the Terms and Conditions shall prevail.
The contents of the Terms and Conditions and of the Terms and Conditions for the Sale and Purchase of Tokenized Recycling and Carbon Credits are incorporated by reference into this Contract for all legal purposes.
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