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Legal Notice

Terms and Conditions

Zasso Brazil Industria e Comércio LTDA

1. General Aspects

1.1. Scope. This Legal Notice ("LN" or "Agreement") governs the offer, licensing, lease and delivery of all

commercial products and services of any kind ("Products" or "Services") by Zasso Brazil ("Zasso") to a

customer ("Customer"), which are related to its Digital Weeding System. The LN shall be an integral part

of the agreement between Zasso and the Customer. Conflicting or deviating conditions or other restrictions

stipulated by the Customer shall not be recognized unless Zasso expressly agrees to this in writing in each

individual case. Any additional conditions stipulated by the Customer require written confirmation by

Zasso.

1.2. Digital Weeding System. Zasso is the sole owner of certain proprietary technology using electricity as the

mode of action to control weeds ("Digital Weeding System"). It uses high voltage, which can be dangerous

and if not used correctly, the Digital Weeding System can cause damage to property and/or permanent

physical damage and even death. The Customer accepts and assumes full responsibility for strictly

following the safety guidelines at all times, acting with due diligence at all times, with no exception, and

exempting Zasso from all legal or financial costs and/or damages of any kind or nature that may arise from

any accidents or misuse of the Digital Weeding System. The Customer accepts and assumes full

responsibility for the use of the Digital Weeding System and any claims, costs, damages, losses, liabilities

and/or expenses of any kind (including, but not limited to, reasonable attorney's fees and costs) or nature

that may arise from it.

1.3. Modifications. Zasso may modify this Agreement (which may include changes to the Products/Services, in

particular the Digital Weeding System, the Software and/or Hardware) from time to time by giving notice

to Customer by email or through the Products/Services delivered, in particular the Digital Weeding System,

the Software and/or Hardware. The modifications shall become effective immediately after such notice. If,

within the notice period of five calendar days, Customer notifies Zasso in writing of its objection to the

modifications, Zasso (at its discretion) will either: (a) permit Customer to continue the agreement under the

existing version of the Agreement until its expiration or (b) terminate the then current agreement. Customer

may accept or otherwise agree to the modified Agreement in order to continue using the Products/Services,

in particular the Digital Weeding System and/or the Software/Hardware. The current version of the LN in

force can be accessed and viewed at any time at <https://www.zasso.com.br>.

1.4. Acceptance. By indicating its acceptance of this LN or accessing or using any Zasso Product, in particular

the Digital Weeding System and/or the Software/Hardware, Customer is accepting all of the terms and

conditions of this LN. If Customer does not agree to these terms and conditions of this LN, Customer may

not use any Services of Zasso regarding the Digital Weeding System and/or the Software/Hardware.

Customer further accepts that this Agreement is enforceable like any written agreement signed by

Customer.

1.5. Authorization. If Customer is using any of the Products/Services of Zasso, in particular the Digital Weeding

System and/or the Software/Hardware, as an employee, contractor, or agent of a corporation, partnership

or similarly entity, then Customer must be authorized to sign for and bind the entity in order to accept the

terms of this Agreement. Customer further represents and warrants that it has the authority to do so. The

rights and responsibilities granted under this Agreement are expressly conditioned upon acceptance by such

authorized personnel.

1.6. Effective Date. The Effective Date of this Agreement shall be the date of Customer's accepting this LN,.

Any of Zasso's Services, in particular the Digital Weeding System and/or the Software/Hardware, may not

be used by any Customer who cannot, for any reason, freely enter, accept, understand and be held

accountable for entering into this Agreement.

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2. Subscription Offers and orders

2.1 Binding orders. Offers, information and descriptions issued by Zasso regarding the subscription of its

Products/Services, including internet presentations and cost estimates, shall remain non-binding and subject

to change unless they are expressly designated as binding by Zasso in written form. The Customer's orders

shall become binding for Zasso upon written or electronic confirmation from Zasso. This also applies to

information regarding prices, quantities, delivery deadlines and delivery options.

2.2 Review. Upon placement of Customer's first order, Zasso may review Customer's practice/wholesale trade.

2.3 No-return. Charges, subscriptions and pre-paid rights of use cannot be returned.

3. Software/Hardware

3.1 Access. Software/Hardware may be embedded in Zasso's Products/Services, in particular with regard to the

Digital Weeding System. Customer may access and use the Software/Hardware, during the term of the

Agreement, but only for its own benefit and in accordance with (a) any user or similar scope of use

restrictions specified by Zasso, (b) the terms and conditions of the respective agreement, (c) the end user

technical documentation provided with the Software/Hardware, and (d) any applicable subscription

policies. Customer may permit its employees and contractors acting on its behalf ("Permitted Users) to use

the Software/Hardware, as permitted herein and subject to any limits on the number of Permitted Users

specified in the applicable order form, provided that Customer remains responsible for its Permitted Users

compliance with the terms and conditions of the respective agreement and the LN. Each Permitted User

must be at least 18 years of age. Zasso will not be liable for any loss or damage that Customer may incur

as a result of someone else using its Software/Hardware, either with or without Zasso's knowledge. If any

Permitted User no longer works for Customer, Customer is responsible for removing such Permitted Users

access to the Software/Hardware.

3.2 Use. Use of the Software/Hardware may require a Zasso-ID and/or a universal login for Zasso's

Products/Services.

3.3 Obligations. Customer shall ensure that Customer's use of the Software/Hardware and all Customer Data

is at all times compliant with the relevant privacy policies and all applicable local, state, federal and

international laws, regulations and conventions, including, without limitation, those related to data privacy,

data transfer, international communications and the exportation of technical or personal data. Customer is

solely responsible for the accuracy, content and legality of all Customer Data. In the case of intentionally

creating or inputting data, Customer represents and warrants to Zasso that Customer has sufficient rights in

the Customer Data to grant the rights granted to Zasso and the Customer Data does not infringe or violate

the intellectual property, publicity, privacy or other rights of any third party. In addition, Customer

specifically agrees not to submit to the Software/Hardware any regulated information and acknowledges

that Zasso is not a business associate or subcontractor.

3.4 Responsibility. Zasso's Products/Services, in particular the Digital Weeding System and the

Software/Hardware, are powerful tools than can be dangerous if not used correctly. They can cause damage

to property, and/or permanent physical damage and even death. By approving this Agreement, Customer

takes full responsibility for strictly following the manual safety guidelines at all times, with no exception,

exempting Zasso from all legal or financial costs and/or damages of any kind or nature that may arise from

any accidents or misuse of Zasso's Products/Services, in particular the Digital Weeding System and the

Software/Hardware. Customer is fully responsible for the use of Zasso's Products/Services, in particular the

Digital Weeding System and the Software/Hardware, and any claims, costs, damages, losses, liabilities

and/or expenses of any kind (including but not limited to reasonable attorney's fees and costs) or nature that

may arise from them.

3.5 Indemnification by Customer. Customer will indemnify, defend and hold harmless Zasso and its

subsidiaries, affiliates, officers, agents, and employees from and against any and all claims, costs, damages,

losses, liabilities and expenses (including reasonable attorney's fees and costs) arising out of or in

connection with any claim arising from or relating to (a) any Customer Data, (b) any breach or alleged

breach by the Customer's obligations), or (c) any personal or property damages or any kind that may arise

from any accidents or misuse of Zasso’s Products/Services, in particular with regard to the Digital Weeding

System and/or the Software/Hardware. This indemnification obligation is subject to Customer receiving (i)

prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond

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without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of

such claim; and (iii) all necessary cooperation of Zasso at Customer's expense.

3.6 Restriction. Without Zasso's written consent, the Customer (i) may not modify, adapt, change, translate or

use for the making of derivative works any Software/Hardware contained in the Products/Services or

provided by Zasso in connection with the Products/Services, (ii) may not assign, lease, rent, loan, transfer,

transmit to third parties or sub-license the Software/Hardware, or make it available to others in any way,

(iii) may not combine the Software/Hardware or incorporate it into other software products, and (iv) may

not reverse-engineer, decompile or disassemble the Software/Hardware or otherwise attempt to determine

its source code. This does not apply in cases where this is expressly permitted by law. Customer must

reproduce in unchanged form the references to the proprietary rights of Zasso and its affiliated companies

or sub-contractors in all software and documentation provided by Zasso. Third-party licensing requirements

may apply.

3.7 No Ownership Rights. If Software/Hardware or documentation is embedded in a Product/Service, or is

delivered along with the Product/Service, no ownership rights in respect of this Software/Hardware or

documentation shall be transferred to the Customer through sale and/or lease of the Product/Service. With

respect to the proprietary rights contained in the Software/Hardware or documentation and belonging to

Zasso or its affiliated companies, the Customer shall merely have a non-exclusive and non-transferable

right to use the Software/Hardware and documentation in connection with the Products/Services and in the

form embodied in the delivered Products/Services or delivered along with them.

3.8 Third Party Providers. Zasso may make available content ("Third Party Content") provided through

Software/Hardware and/or services operated by third parties. Subject to payment of any applicable

prices/fees, Customer may use Third Party Content with the Software/Hardware during the term of the

respective agreement, but only in accordance with (a) any quota or other restrictions specified by Zasso,

and (b) any terms for such use specified by the applicable Third Party Provider. Customer acknowledges

that Zasso has no obligation to continue to make available Third Party Content from any particular Third

Party Provider. Zasso may cease offering any Third Party Content at any time for any reason in Zasso's sole

discretion, without liability.

4. Subscription Term

4.1 Subscription Term and Renewals. Unless otherwise specified on a certain applicable order form, if

Customer subscribes for a certain subscription with regards to the use of a Zasso Product/Service, in

particular with regard to the Digital Weeding System, each subscription term shall automatically renew for

a term of the equal duration at the then current price, unless (a) either party gives the other written notice

of termination (which may be submitted through the Software/Hardware) at least thirty (30) days prior to

expiration of the then current subscription term, or (b) if Customer purchased a pre-paid charge to a certain

Product/Service, in particular with regard to the Digital Weeding System and/or the Software/Hardware,

through Zasso's e-commerce solution or (c) Customer opts out of automatic renewals through the Zasso e-

commerce solution of the then current subscription term, or (d) Customer opts out of automatic renewals

in a timely manner through another process, if any, prescribed by Zasso applicable to the

Software/Hardware; provided that if the initial subscription term was prorated to be less than 12 months,

then any renewal subscription terms shall be 12 months.

5. Condition of Products/Services, Technical Advice, use and processing

5.1 The condition of the Products/Services is to be assessed solely on the basis of the conditions described by

Zasso by means of product/services descriptions, specifications and labels. Public statements, promotions

and advertisements shall not be considered to provide information on the condition of Products/Services.

No assurances regarding a specific characteristic are provided by the information on products, application

or usage, nor by formulas, weight and measurement information.

5.2 Zasso provides its technical application advice orally, in writing and in test-based form to the best of its

knowledge, but this may only be considered non-binding information, including with regard to any third-

party proprietary rights, and such information shall not release the Customer from making an independent

assessment of the Products/Services delivered by Zasso to determine whether they are suitable for the

intended processes and purposes. The application, use and processing of Products/Services falls beyond

Zasso's scope of control and is therefore solely the Customer's responsibility.

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6. Prices, Fees

6.1 All price/fees must be paid by Customer as specified. Except if expressly stated otherwise in this

Agreement, all prices/fees are non-refundable. Prices/fees are valid for the initial subscription term.

Customer is required to pay all sales, use, GST, value-added, withholding, or similar taxes or levies,

whether domestic or foreign, other than taxes based on the income of Zasso. Any late payments will be

subject to a surcharge equal to 10% of the then current contract as fee plus 5% per month of the amount

due or the maximum amount allowed by law, whichever is less.

6.2 Price/Fee adjustment. Zasso may increase the prices it charges for its Products/Services at any time, but

any increase in the prices will not take effect until the beginning of a next order. Zasso may provide notice

of such increases by e-mail, and/or through the Software/Hardware, and/or other reasonable means. A new

order following such a price increase (including automatic renewal) will constitute confirmation of

Customer's acceptance of the price increase.

7. Payment

7.1 A payment may only be considered complete when the relevant amount is definitively available in full in

Zasso's account. Discounts may only be deducted on the basis of a special written agreement.

7.2 In the event of payment delays, Customer acknowledges that the price of a Product/Service or the service

charge for the use of the Digital Weeding System and/or Software/Hardware may increase up to 10% plus

a default interest of 0,5% per day shall be charged on the total outstanding amount. The right is reserved to

present proof of higher default damages.

7.3 Suspension. If Customer's account is five (5) days or more overdue, in addition to any of Zasso's other

rights or remedies (including but not limited to any termination rights set forth herein), Zasso reserves the

right to suspend Customer's access to the Products/Services, in particular the Digital Weeding System

and/or the Software/Hardware, until such amounts are paid in full.

7.4 Zasso also reserves the right to use payments to settle the invoices which have been outstanding longest,

plus any default interest and costs accrued thereon, in the following order: costs, interest, and principal

claim.

7.5 The Customer may offset payment only against uncontested or legally established claims.

8. Purchase from Reseller

8.1 Notwithstanding anything to the contrary in this Agreement, if Customer purchases/licenses/leases any

Products/Services and/or the Software/Hardware through a Reseller, the following terms are applicable and

shall prevail in event of any conflict with any other provisions of this Agreement.

8.2 The terms of this Agreement constitute the only terms applicable to the provision of the Products/Services,

and/or the Software/Hardware to Customer and no terms between Customer and Reseller shall apply to

Customer's access to or use of the Products/Services, and/or the Software/Hardware.

8.3 Reseller has no authority to make any statements, representations, warranties or commitments on Zasso's

behalf and any such statements, representations, warranties or commitments are null and void.

8.4 Customer may place orders for the Products/Services, and/or the Software/Hardware by executing a certain

order form with Reseller and paying Reseller's fees as specified therein.

8.5 In the event Customer is entitled to a refund under the agreement with Reseller, Customer must request

such refund through Reseller. Zasso shall have no further liability to Customer in the event Reseller fails

to refund such fees to Customer.

8.6 If Reseller fails to pay Zasso applicable fees for Customer's use of the Goods, and/or the

Software/Hardware, Zasso reserves the right to terminate the respective agreement with Reseller including

all rights granted thereunder without any liability towards the Customer having an agreement with Reseller.

8.7 Unless otherwise specified in this Agreement, Customer may receive end user support directly from Zasso

during the applicable subscription term in accordance with the terms of this Agreement.

8.8 Unless otherwise specified in this Agreement, Customer may purchase renewal subscriptions under this

Agreement directly from Zasso.

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8.9 If Reseller is providing Customer with consulting or other professional services related to any

Products/Services, and/or Software/Hardware, such Products/Services shall be provided under the terms of

a separate agreement between Reseller and Customer.

8.10 This Agreement shall survive any termination of Customer's agreement with Reseller so long as Zasso has

received acceptance this Agreement.

9. Retention of Ownership

9.1 Intellectual Property Right. Customer acknowledges that it is obtaining only a limited right to the use of

the Digital Weeding System, in particular the Software/Hardware, and that no ownership rights are being

conveyed to Customer in this regard. Zasso or its suppliers retain at all times all right, title and interest

(including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the

Digital Weeding System and the Software/Hardware, and all related and underlying technology and

documentation, and any derivative works or modifications of any of the foregoing. Further, Customer

acknowledges that Zasso's Products/Services, in particular the Digital Weeding System and the

Software/Hardware may be offered as an online hosted solution, and that Customer has no right to obtain

a copy of any code underlying the Products/Services, in particular the Digital Weeding System and the

Software/Hardware. Customer, from time to time, may submit comments, questions, suggestions or other

feedback relating to Zasso's Products/Services ("Feedback"). Zasso may freely use, copy, disclose, prepare

derivative works based on, publicly perform or display, distribute and exploit any Feedback, bug reports or

suggestions Customer provides to Zasso regarding the Products/Services, in particular the Digital Weeding

System and the Software/Hardware or other Zasso goods without any obligation, royalty or restriction based

on intellectual property rights or otherwise. If Customer elects to participate in beta or usability test sessions

led or guided by Zasso personnel, Customer acknowledges and agrees that Zasso may make audio or visual

recordings of Customer's participation in such test sessions. Feedback includes Customer's responses to

Zasso personnel and interactions with the beta Releases captured in such recordings.

10. Warranty

10.1 Limited Warranty. Zasso warrants, for Customer's benefit only, that Zasso's Products/Services, in particular

the Software/Hardware, when used by Customer during the applicable term, will operate in substantial

conformity with its applicable documentation. Zasso's sole liability (and Customer's sole and exclusive

remedy) for any breach of this warranty will be, at no charge to Customer, for Zasso to use commercially

reasonable efforts to correct the reported non-conformity, or if Zasso determines such a remedy to be

impracticable, either party may terminate the applicable term and Customer will receive as its sole remedy

a refund of any fees Customer has pre-paid for the use of the Products/Services, in particular the

Software/Hardware for the terminated portion of the applicable term. The limited warranty set forth in this

section will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which

Customer first noticed the non-conformity, (ii) if the error was caused by misuse or unauthorized

modifications of the Software/Hardware, (iii) if the error was caused by Customer or third-party

Software/Hardware, or (iv) if the use and access was provided as part of a free offering or a trial

subscription.

10.2 Warranty Disclaimer. Except for the limited warranty described above, Zasso's Products/Services are

provided as they are. Neither Zasso nor its suppliers make any other warranties, express or implied,

statutory or otherwise, including but not, limited to warranties of title, non-infringement, merchantability,

or fitness for a particular purpose. Zasso does not warrant that Customer's use of the Products/Services, in

particular the Digital Weeding System and/or the Software/Hardware will be uninterrupted or error-free,

nor does Zasso warrant that it will review the Customer Data for accuracy or that it will preserve or maintain

the Customer Data without loss. Zasso will not be liable for delays, interruptions, software/hardware

failures or other problems inherent in use of the internet and electronic communications or other systems

outside the reasonable control of Zasso. Customer may have other statutory rights; however, the duration

of statutorily required warranties, if any, will be limited to the shortest period permitted by law.

10.3 High Risk Use. Zasso's Products/Services, in particular the Digital Weeding System and the

Software/Hardware, are not fault tolerant and are not designed, manufactured or intended for use in life

support, medical emergency, mission critical or other strict liability or hazardous activities ("High Risk

Activities"). Zasso specifically disclaims any express or implied warranty of fitness for High Risk

Activities. Customer represents and warrants that Customer will not use any of Zasso's Products/Services

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for High Risk Activities, and agrees that Zasso will have no liability for use of Zasso's Products/Services

in High Risk Activities.

10.4 When using the Products/Services, Customer must immediately check, within the scope of what is

technically feasible and economically reasonable, the Products/Services as a whole and the presence of

damage and/or defects.

10.5 In the case of hidden defects, a written complaint must be submitted immediately following identification

of the defect, or else the Products/Services shall be considered accepted. The burden of proof that there is

a hidden defect lies with the Customer. Expired Products/Services shall be neither replaced nor credited.

10.6 Other Disclaimer. Zasso shall not be liable in any manner whatsoever for the use of the Digital Weeding

System and/or the Software/Hardware or Customer's reliance on or use of such models.

11. Limitation of Remedies and Damage

11.1 Consequential Damages Waiver. Except for excluded claims under this Agreement neither party (nor its

suppliers) shall have any liability arising out of or related to this Agreement for any loss of use, lost or

inaccurate data, lost profits, failure of security mechanisms, interruption of business, or any indirect,

special, incidental, reliance, or consequential damages of any kind, even if informed of the possibility of

such damages in advance.

11.2 Liability Cap. Zasso and its supplier’s entire liability to Customer arising out of or related to this Agreement

shall not exceed the amount actually paid by Customer to Zasso during the prior twelve (12) months under

this Agreement.

11.3 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations

specified in this Section apply regardless of the form of action, whether in contract, tort (including

negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in

this Agreement is found to have failed of its essential purpose.

12. International; Export Control

12.1 Zasso's Products/Services, in particular the Digital Weeding System and/or the Software/Hardware are

administered by Zasso or its affiliates from various places. By accepting this Agreement, Customer warrants

that it shall not conduct any use of the Products/Services, in particular with regard to the Digital Weeding

System and/or the Software/Hardware, in violation of the legal export and import restrictions.

12.2 Without limiting the foregoing: (a) Customer represents and warrants that it is not listed on any government

list of prohibited or restricted parties or located in (or a national of) a country that is subject to a government

embargo or that has been designated by the government as a terrorist supporting country; and (b) Customer

will not (and will not permit any of its users to) access or use the Products/Services, in particular the Digital

Weeding System and/or the Software/Hardware, in violation of any export embargo, prohibition or

restriction. Zasso may also make use of its foreign affiliates or one or more external Software/Hardware,

Software/Hardware providers to host the Software/Hardware. Consequently, data is collected, sent,

processed and stored, and may be collected, sent, processed and stored outside the country of origin.

Customer acknowledges that in the event of conflict of privacy laws or practices in the Customer's

jurisdiction and those in the domicile of the entity hosting the Software/Hardware, the law applicable in the

domicile of the hosting entity will have precedence at all times. Zasso makes no representation that the

Software/Hardware is appropriate or available for use in locations outside the location where it was sold,

and accessing them from territories where they are illegal or their use is prohibited. If Customer chooses to

access the Software/Hardware from locations outside the location where it was firstly sold, Customer does

so on its own initiative and is responsible for compliance with applicable local laws.

12.3 Customer will defend, indemnify and hold Zasso and its affiliates harmless against any liability (including

attorney's fees) arising out of Customer's failure to comply with the terms of this section. Customer's failure

to comply with any term of this section constitutes a material breach of the Agreement and entitles Zasso

to immediately terminate a contract with regard to Customer's use of Products/Services, in particular with

regard to the Digital Weeding System and/or the Software/Hardware, in addition to any other remedy

available at law or equity.

13. Infringement of Proprietary Rights

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13.1 Zasso shall not be liable for the infringement of patents, copyrights, trademarks, trade secrets or other rights

where such infringement is due to the Customer's instructions or to a use of the Products/Services that Zasso

could not foresee or to changes made to the Products/Services by the Customer or on the Customer's

initiative. This particularly concerns cases in which, on the Customer's initiative, a particular product

package or label is delivered that could result in the infringement of name or trademark rights.

13.2 The Customer must inform Zasso in writing as soon as possible if a third party claims a proprietary right,

or asserts such a right on a judicial or extrajudicial basis, with regard to a product concerned by the

agreement. If the Customer culpably violates this obligation, it shall be liable to Zasso for any resulting

losses.

13.3 Zasso shall, at its own expense, (i) defend the Customer against any third-party claims asserting a direct

infringement of proprietary rights by the Products/Services delivered by Zasso, and (ii) indemnify the

Customer against compensation payments and other costs imposed on it by legal judgement where these

are directly and exclusively attributable to such infringement.

13.4 Zasso shall not be liable to the Customer if Zasso (i) is not promptly notified in writing of a claim, (ii) is

not granted the exclusive right to investigate, prepare, defend and handle the case, as well as the choice of

legal representation, and (iii) does not receive all reasonable support and cooperation from the Customer in

its relevant investigation, handling, preparation and defense activities. Zasso shall also cease to be liable if

the claim is asserted one year or more after the time of delivery.

13.5 If a product is subject to infringement proceedings such as described above, or if such proceedings are

probable in Zasso's opinion, Zasso may, at its discretion, (i) obtain the right for the Customer to further use

or sell the product, (ii) provide a replacement delivery, (iii) rework the product such that it no longer

infringes proprietary rights or (iv) withdraw from an agreement covering such a product. Any further rights

and claims in terms of reductions, withdrawal or compensation may only be based on this Agreement.

13.6 For claims for compensation, section 14 also applies. The Customer is not entitled to assert any further

claims regarding the actual or alleged infringement of proprietary rights or other industrial property rights

apart from the claims specified in this section 13.

14. Compensation

14.1 Regardless of the legal nature of asserted claims, Zasso shall only be liable for losses incurred by the

Customer due to deliberate or grossly negligent conduct on the part of Zasso. All other liability is excluded

as far as permissible under applicable law.

14.2 Zasso shall under no circumstances be liable to the Customer or others for indirect damage, consequential

damage, losses, costs or expenses that were not foreseeable at the time of concluding the agreement, in

particular for lost revenue or profit, delivery delays, work or production stoppages, the deterioration of

other goods, or on the basis of damage arising from other causes, regardless of whether this is caused by

the violation of guarantees, contractual violations, negligence or in any other way.

14.3 The liability exclusions and restrictions according to this section 14 further apply to the same extent with

regard to the activities of Zasso's staff, employees, workers, representatives and agents. They also apply to

the personal liability thereof.

15. Obligation to disclose Risks, Side Effects, etc.

15.1 Obligation to Disclose. The Customer must comply with all applicable legal and official requirements for

the disclosure of risks, side effects and harmful unintended reactions that occur through use of the

Products/Services as intended, and any similar occurrences, which it must communicate to the appropriate

parties. In addition, even if the Customer is not subject to legal or official duties of disclosure, it must

always inform Zasso of such occurrences in writing via email (contato@zasso.com.br) under the subject

heading "Adverse Event Reporting".

16. Term and Termination or other Cessation of the Agreement

16.1 Term. This Agreement shall be effective as of the Effective Date and expires on the date of expiration or

termination of all subscription terms.

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16.2 Termination for Cause. Without prejudice to other contractual and legal claims, Zasso may terminate or

withdraw from this Agreement in full or in part, and with immediate effect, by means of a written notice,

without being liable towards the other party, if

a. insolvency proceedings are initiated concerning the other party's assets, or if restructuring,

liquidation or dissolution proceedings are initiated. This applies both in the event of voluntary

proceedings initiated by the other party itself and in the event of compulsory proceedings, when an

insolvency or forced administrator is appointed or an assignment is made in favor of the other party's

creditors (and not dismissed within sixty [60] days thereafter);

b. the other party ceases operation without a successor;

c. there are major changes in the other party's capital or ownerships circumstances, and the party freely

judges that these changes make further execution of the agreement unreasonable;

d. there are material breaches which the other party fails to cure within thirty (30) days after written

notice.

16.3 Effect of Termination. If Zasso asserts its right of termination in accordance with this section and it has

already fulfilled its obligations arising from the Agreement, all payments to be made under this Agreement

shall become due immediately. In the event of termination, withdrawal or expiry of an agreement, the

provisions which, in spirit and meaning, should continue to apply beyond the duration of the agreement

shall continue to be valid. Upon any expiration or termination of the agreement, Customer shall

immediately cease any and all use of and access to the Products/Services, and/or Digital Weeding System,

and/or Software/Hardware (including any and all related Zasso-technology) and delete (or, at Zasso's

request, return) any and all Zasso Software/Hardware, parts thereof, passwords or access codes and any

other Zasso Confidential Information in its possession. Customer acknowledges that following termination

it shall have no further access to any Customer Data and that Zasso may delete any such data as may have

been stored by Zasso at any time.

17. Confidential Information

17.1 The parties may disclose to each other information identified at the time of disclosure as confidential or

which should be reasonably known by the receiving party to be confidential ("Confidential Information"),

which may include information concerning their respective businesses and technology. Zasso’s

Products/Services, in particular the Digital Weeding System and the Software/Hardware, are Confidential

Information of Zasso. Except as authorized herein, the receiving party will (i) hold in confidence and not

disclose any Confidential Information to third parties and (ii) not use Confidential Information for any

purpose other than fulfilling its obligations and exercising its rights under this Agreement. The receiving

party may disclose Confidential Information to its employees, agents, contractors and other representatives

having a need to know, provided that such representatives are bound to confidentiality obligations no less

protective of the disclosing party than this section and that the receiving party remains responsible for

compliance by any such representative with the terms of this section. These restrictions on disclosure will

not apply to any information that: (a) is or becomes generally known or publicly available through no act

or omission of the receiving party; (b) is known by the receiving party without confidentiality restriction at

the time of receiving such information, as shown by written records; or (c) is furnished to the receiving

party by a third party without confidentiality restriction. The receiving party may make disclosures to the

extent required by law or court order, provided the receiving party notified the disclosing party in advance

and cooperates in any effort to obtain confidential treatment. The receiving party acknowledges that

disclosure of Confidential Information would cause substantial harm for which damages alone would not

be sufficient remedy, and therefore that upon any such disclosure by the receiving party the disclosing party

will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at

law.

18. Data

18.1 Use of Data. Customer acknowledges that Zasso may collect information about Customer's use of any

Products/Services, in particular the use of the Digital Weeding System, including, but not limited to,

information about the features used, session length, power, temperature, positioning, electrical variables

("Usage Data"). Such Usage Data is anonymized and does not contain personally-identifiable information.

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Zasso may use such Usage Data to provide Products/Services, improve its Products/Services, in particular

its Digital Weeding System, and develop aggregate statistics.

18.2 Storage of Customer Data. All data provided or required by the Customer for using Zasso's products

("Customer Data") is stored in physical and/or electronic form. The Customer Data is subject to the

applicable data protection laws and is only used for internal purposes.

18.3 Rights in Customer Data. Customer grants to Zasso an exclusive, worldwide, royalty-free right to use, copy,

store, transmit, modify, create derivative works of and publicly perform and display the Customer Data to

the largest extent possible under applicable law.

18.4 Representation. Customer represents and warrants to Zasso that Customer has sufficient rights in the

Customer Data at all times to grant these rights to Zasso. Customer further represents and warrants to Zasso

that the Customer Data is at all times correct and does not infringe or violate intellectual property, publicity,

privacy or other rights of any third party.

18.5 Indemnification. Customer will indemnify, defend and hold harmless Zasso and its subsidiaries, affiliates,

officers, agents, and employees from and against any and all claims, costs, damages, losses, liabilities and

expenses (including, but not limited to, reasonable attorney's fees and costs) arising out of or in connection

with any claim arising from or relating to any Customer Data.

18.6 Aggregated Anonymous Data. Without limiting the foregoing, Customer agrees that Zasso and its affiliates

may use, process, manipulate, modify, copy, publicly perform and display, compile, and create derivative

works from Customer Data and any other data related to Zasso's Products/Services, in particular the Digital

Weeding System and the Software/Hardware, including, but not limited to, using such data for any internal

business purpose, and for the improvement, support, and operation of the Zasso's Products/Services and the

development of other products or Software/Hardware. Customer hereby acknowledges and agrees that

Zasso and its affiliates may disclose to third parties aggregate data derived from Customer Data or from

any other data related to Zasso's Products/Services (including information regarding Customer's interaction

with the Software/Hardware), so long as such aggregate data is not personally identifiable with respect to

Customer. Further, all Usage Data and other data that does not identify Customer and any data that is

derived from the Customer Data and all data, reports, derivative works, compilations, modifications and

other materials created by Zasso from or with use of such data will be, in each case, the sole and exclusive

property of Zasso; and Customer hereby assigns all of Customer's title and interest, if any, in and to such

items to Zasso without any fees and without rights to future royalties.

19. Support

19.1 During the term of this Agreement, Zasso may provide the support as described on the website of Zasso.

20. Applicable Law and Place of Jurisdiction

20.1 The rights and obligations of the parties arising from or in connection with this Agreement shall be subject

to and interpreted under the laws of the State of California, USA, excluding its rules on conflict of laws and

excluding international treaties (in particular the Vienna Convention on the International Sale of Goods

dated April 11, 1980), if a Good, Product and/or Service is purchased in the USA. In such case, any dispute,

controversy or claim arising out of or in connection with this Agreement, including disputes on its

conclusion, binding effect, amendment and termination, shall be exclusively resolved by the ordinary courts

of Santa Clara County, California, USA. If, however, the Customer obtained a Good, Product and/or

Service outside of the territory of the USA, this Agreement shall be subject to and interpreted under

Brazilian law, excluding its rules on conflict of laws and excluding international treaties (in particular the

Vienna Convention on the International Sale of Goods dated April 11, 1980). In such case, any dispute,

controversy or claim arising out of or in connection with this Agreement, including disputes on its

conclusion, binding effect, amendment and termination, shall be exclusively resolved by the ordinary courts

of Sao Paulo, Brazil.

20.2 The parties agree that they shall first attempt an amicable resolution, through discussion and negotiation,

of all disputes arising from or in connection with an agreement. Any disputes that cannot be amicably

resolved shall fall under the jurisdiction of the competent courts of Santa Clara or Sao Paulo, respectively.

21. Miscellaneous

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21.1 Independent Contractors. The parties are independent contractors and no employment, agency, or joint

venture is created hereunder.

21.2 Notices. All notices, requests and other communications hereunder must be in writing. Notices to Customer

may be given via the billing address and/or the e-mail address provided by Customer at the time of

registration or purchase. Notices to Zasso must be mailed by registered or certified mail, postage prepaid

and return receipt requested, or delivered by hand to the following address: Rua Turquesa 159, Indaiatuba

- SP - Brasil - Cep 13347-070 / +55 19 3936-5050 / contato@zasso.com.br.

21.3 Amendments. Except as otherwise provided herein, all amendments must be in writing and signed by the

parties. Waivers must be in writing and no waivers will be implied.

21.4 Assignment. Customer may not assign an agreement and/or any of its rights and obligation hereunder

without the prior written consent of Zasso. Zasso may freely assign an agreement and/or its rights and

obligation hereunder.

21.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be

unenforceable for any reason, the remaining provisions hereof will be unaffected and remain in full force

and effect. This Agreement is the final, complete and exclusive agreement between the parties relating to

the subject matter hereof, and supersede all prior or contemporaneous understandings and agreements

relating to such subject matter, whether oral or written.

21.6 Survival. The sections with regard to Customer's obligations, the indemnification by Customer,

Confidential Information, ownership, Prices/Fees and Payment, Warranty, High Risk Use, Limitation of

Remedies and Damages, Export Control, Governing Law and Dispute Resolution, Purchase from Reseller

shall survive any expiration or termination of this Agreement.