Terms and Conditions
Last revised: November 12, 2025
EN Version
PT Version
TERMS AND CONDITIONS OF USE
These Terms and Conditions of Use (“Agreement” or “Terms”) govern the use of the Valeiot platform (“Service” or “Platform”), a product offered by SIBIS LTDA, operating under the trade name Vale Labs (“Contracted Company” or “Provider”), by the customer or subscribing entity (“Contracting Party” or “Customer”).
OF THE OBJECT:
1.1 The purpose of this document is to regulate the non-transferable and temporary right to use the Valeiot Platform granted to the Contracting Party, in the form of Software as a Service.
1.2 When purchasing the Platform service, the Contracting Party will have access to view, manage, and store data from various devices using a low-code IoT platform, depending on the contracted plan.
ACCEPTANCE:
2.1 This Agreement establishes obligations contracted freely and voluntarily, for a determined period, between the Contracted Company (Vale Labs) and the Contracting Party. There is no permanent contract between the parties.
2.2 By using the Platform, the Contracting Party acknowledges and agrees that it has read, understood, and consents, freely and unequivocally, to all the provisions set out in these Terms and Conditions of Use — whether as a direct customer (“Contracting Party”) or as an end user of a customer (“Third Party” or “End Customer”).
2.3 When subscribing to one of the plans offered by the Contracted Company and/or using the Platform, even partially or on a trial basis, the Contracting Party will be bound by these Terms and Conditions of Use, as well as by Stripe’s Terms of Service, expressing full agreement with all the provisions herein, including consent for the access, collection, use, storage, and processing of its data and information, which the Contracting Party acknowledges are necessary for the proper execution of the functionalities offered by the Platform.
2.4 The Contracting Party acknowledges that any operation corresponding to the acceptance, cancellation, termination, or modification of these Terms and Conditions of Use will be recorded in the Contracted Company’s databases, along with the date and time of execution, and such information may be used as evidence by the Contracted Company, regardless of any other formality.
2.5 Acceptance of this document is essential for access to and use of any services provided by the Contracted Company. If the Contracting Party does not agree with the provisions of this document, they must not use the Service.
CHANGES AND UPDATES TO THE TERMS AND CONDITIONS OF USE:
3.1 The Contracted Company reserves the right to change and/or update, at any time and without the prior consent of the Contracting Party, the clauses and conditions set out in these Terms and Conditions of Use. In such cases, the Contracting Party will be informed about the updates. Continued use of the Platform will be deemed acceptance of the new Terms and Conditions of Use. If the Contracting Party does not agree with the new Terms, they must immediately stop using the Platform.
3.2 Notwithstanding the above, the Contracting Party remains responsible for periodically reviewing these Terms and/or related contracts and policies to be aware of its rights and obligations before using the Services, and to verify whether any modifications have been made.
USE OF THE PLATFORM:
4.1 Any service offered by the Contracted Company may only be used within the scope for which it was provided. Compliance with all relevant laws and regulations, including international ones when applicable, is a condition for access and use of the Service.
4.2 The Contracting Party is responsible for all actions carried out on the Valeiot Platform, including those of its employees or other individuals under its control, and must ensure that they comply fully with these Terms and Conditions of Use.
4.3 The Contracting Party will access the Platform through an individual and non-transferable login and password. The transfer or sharing of access credentials with third parties is strictly prohibited. Any consequences arising from such sharing are the sole responsibility of the Contracting Party, and the Contracted Company shall be exempt from any liability for damages resulting from such acts.
4.4 The Contracting Party agrees to immediately notify the Contracted Company of any incident caused by unauthorized use of its access credentials.
4.5 The Contracting Party is responsible for granting Platform access only to trusted individuals who are authorized to act on its behalf.
4.6 The Contracting Party undertakes to use the Platform lawfully and ethically, observing applicable laws, good faith, and good conduct, and shall not promote or engage in any criminal or illicit activities or disseminate through the Platform any content that is threatening, obscene, offensive, defamatory, discriminatory, immoral, illegal, false, inflammatory, confidential, or otherwise inappropriate.
4.7 Additionally, the Contracting Party and its End Customers shall not:
I) copy, sublicense, sell, lease, reproduce, donate, or transfer, in whole or in part, the Platform or any of its components;
II) remove or alter any copyright or proprietary notices;
III) perform reverse engineering, decompilation, or disassembly of the Platform;
IV) copy, distribute, transmit, publish, modify, or transfer Platform content in any form.
4.8 The Contracted Company, at its sole discretion, may restrict, suspend, or block any user account, without prior notice or compensation, if it deems that the user has committed acts considered offensive or in violation of applicable law and/or these Terms.
4.9 The Contracting Party acknowledges and agrees that it will only disclose to the Contracted Company information that it has the legal right and authority to provide, and that the use of such information in accordance with these Terms will not expose the Contracting Party to any claims or liabilities.
HIRING:
5.1 To subscribe to the services offered by the Contracted Company, the Contracting Party must complete the Initial Form on the Contracted Company’s website and select one of the available plans.
5.2 The Contracted Company reserves the right to include, modify, or remove services or functionalities within each plan, notifying the Contracting Party of such changes, which will take effect in the next billing cycle according to the contracted plan.
5.3 The start of a new billing cycle implies automatic acceptance of the plan modification by the Contracting Party.
5.4 By completing the Initial Form, the Contracting Party expresses full consent to the Vale Labs Privacy Policy and authorizes its commercial team to contact them by phone or email.
5.5 The Contracting Party must provide complete, accurate, and up-to-date information during registration, and is solely responsible for keeping such information current. The Contracted Company is not liable for any inaccuracies or omissions in the information provided.
5.6 The Contracting Party agrees not to share its registration data or access credentials with third parties and is fully responsible for their use.
5.7 The contracted plan will only be activated after payment confirmation or clearance.
REMUNERATION:
6.1 After selecting a plan, the Contracting Party must pay the applicable service fee (monthly or annual) via credit card.
6.2 The Contracting Party will receive email notifications regarding upcoming invoices. On the due date, the Contracting Party will receive the corresponding electronic invoice, and the Contracted Company will automatically process the charge.
6.3 The Contracted Company may, at any time, request identification or incorporation documents from the Contracting Party, who must provide them as instructed.
6.4 The Contracting Party is responsible for all applicable taxes and shall make payments without any deductions. The Contracted Company may provide a Tax Residency Certificate to avoid double taxation, if necessary.
6.5 Any invoice disputes must be submitted before the payment due date. If the invoice has not been paid, the Contracting Party may apply any credit notes issued, remaining responsible for any outstanding balance due.
6.6 The Contracting Party waives all claims related to service charges unless made within sixty (60) days from the invoice date.
6.7 The Contracted Company (Vale Labs) will not issue cash refunds. Refunds (if any) are at the discretion of the Contracted Company and will be provided only as service credits.
6.8 Unless otherwise agreed with the Contracted Company, all Service Fees shall be payable without requiring a purchase order number on the invoice.
6.9 All active plans, even if discontinued for new subscriptions, will remain subject to these Terms and Conditions of Use.
6.10 The Contracted Company may change plan prices from time to time, provided that any price adjustments are communicated to the Contracting Party in advance. Price changes take effect at the beginning of the next subscription period.
6.11 Continued use of the Platform after a price change constitutes acceptance by the Contracting Party. If the Contracting Party does not agree, they may cancel the plan before the adjustment becomes effective.
6.12 The Contracted Company, at its discretion, may offer temporary discounts to the Contracting Party for new subscriptions or renewals. Such discounts are valid only for the period specified and may or may not be renewed.
6.13 Delay or non-payment by the Contracting Party will result in a 10% fine, plus 1% monthly interest and monetary correction according to the IPCA index until full payment.
6.14 In the event of default exceeding one month, the Service will be immediately canceled, and the Contracting Party’s access to the Platform will be suspended until payment is regularized.
PROVISION OF SERVICES:
7.1 Platform features may vary according to different regions and countries. The Contracted Company makes no guarantee or representation that the Service or any of its features will be available in all countries or regions, or to all users. It is the Contracting Party’s responsibility to verify the Service’s availability before contracting it.
7.2 The Contracted Company may, at its sole discretion, limit, deny, or create different levels of access and use of the Platform for different users.
7.3 The Contracted Company may discontinue or modify the Valeiot Platform or any of its functionalities, provided that the Contracting Party is notified at least twelve (12) months in advance, unless the Service or functionality is replaced by an equivalent one.
7.4 The Contracted Company (Vale Labs) may perform system updates at any time to correct errors or improve functionalities.
CANCELLATION:
8.1 Cancellation may be requested in advance by the Contracting Party, subject to full payment for the contracted plan period, or at the end of the plan term, if the Contracting Party chooses not to renew it.
8.2 If the Contracting Party does not wish to renew its subscription, it must notify the Contracted Company (Vale Labs) at least seven (7) business days before the automatic renewal date, through one of the company’s official service channels.
8.3 The Contracting Party may request cancellation after seven (7) days from signing the contract.
8.4 The Contracted Company (Vale Labs) may cancel the plan without cause, by providing at least thirty (30) days’ prior notice to the Contracting Party’s registered email, refunding any prepaid amounts for unused portions of the plan.
8.5 The Contracted Company (Vale Labs) may cancel the plan with just cause, at any time and without prior notice, without owing any refunds, compensation, or penalties.
8.6 For the purposes of the clause above, “just cause” includes, but is not limited to:
I) false statements or misrepresentations made by the Contracting Party;
II) defamatory, discriminatory, offensive, or fraudulent behavior by the Contracting Party or its End Users;
III) breach of any provision of these Terms and Conditions of Use;
IV) improper or unauthorized use of the Platform;
V) non-payment of any amount owed for more than thirty (30) calendar days after the due date.
8.7 In the event of cancellation for just cause by the Contracted Company, the Contracting Party will be liable for compensating any damages or losses resulting from such termination.
8.8 Upon cancellation, access to the Platform by the Contracting Party will be blocked from the effective cancellation date (or immediately, in case of payment default).
LIMITATION OF CONTRACTED COMPANY LIABILITY:
9.1 To the maximum extent permitted by law, the Service is provided “as is,” “as available,” and “with all faults.” The Contracted Company disclaims any and all express or implied warranties, including but not limited to conditions of quality, durability, performance, availability, accuracy, reliability, merchantability, fitness for a particular purpose, or non-infringement. The Contracted Company does not warrant that the Service will be uninterrupted, error-free, or secure, nor that it will prevent data loss.
9.2 The Contracted Company does not guarantee that the Platform’s functions will meet the Contracting Party’s specific needs or that the Product will be compatible with the End Customer’s systems.
9.3 The Contracted Company does not guarantee that the use of products or services displayed through the Platform will not infringe on third-party rights. Any materials downloaded or obtained through the Platform are done at the Contracting Party’s sole risk.
9.4 The Contracted Company is not responsible for any defamatory, offensive, discriminatory, or illegal acts committed by the Contracting Party or its End Users.
9.5 The Contracted Company will not be liable for indirect, incidental, special, punitive, or consequential damages, loss of profits, or any other material or immaterial losses arising from use of the Platform, even if advised of such possibilities.
THE CONTRACTED COMPANY:
10.1 The obligations of the Contracted Company include, without limitation:
I) ensuring the regular functioning of the Platform and making commercially reasonable efforts to keep it available throughout the contracted term, in accordance with Chapter 16;
II) correcting programming errors and implementing improvements, which may temporarily suspend operations for maintenance, with prior notice to the Contracting Party;
III) providing Platform access to the Contracting Party during the plan’s validity period;
IV) providing customer support services from 9:00 AM to 5:00 PM (BRT), Monday through Friday, via chat or email;
V) keeping all registration and access data of the Contracting Party confidential, stored securely in accordance with Chapter 14.
NO PARTNERSHIP OR EMPLOYMENT RELATIONSHIP:
No type of partnership, joint venture, or employment relationship is established between the Contracted Company and the Contracting Party (or its End Users). The Contracting Party is solely responsible for all social, labor, and tax obligations related to its activities, and the Contracted Company shall not be liable for any such obligations or third-party claims arising from the Contracting Party’s actions.
COMPENSATIONS:
12.1 In the event of any civil, labor, tax, or other legal claims related to the activities of the Contracting Party that may involve the Contracted Company or its affiliates, the Contracting Party shall indemnify and hold the Contracted Company harmless from all losses and costs, and must:
I) provide the Contracted Company with copies of relevant documents to enable its defense;
II) reimburse the Contracted Company within seventy-two (72) hours for any expenses incurred.
12.2 The Contracting Party irrevocably undertakes to indemnify and hold the Contracted Company harmless from any losses arising from:
I) breach of these Terms and Conditions of Use;
II) false, incomplete, or misleading information provided by the Contracting Party;
III) any liability of the Contracted Company resulting from actions of the Contracting Party or its End Customers.
12.3 The total indemnification liability of the Contracting Party toward the Contracted Company shall be limited to the total amount paid under the contracted plan.
13 OF INTELLECTUAL PROPERTY RIGHTS:
13.1 The Contracted Company is the sole owner of all rights and interests in the Valeiot Platform. All title, ownership, and intellectual property rights in the Valeiot Platform remain with the Contracted Company, its affiliates, or its licensors.
13.2 The Platform, as well as all its components and intellectual property elements, including new versions and updates, are and will remain the exclusive property of the Contracted Company . This includes all texts, designs, algorithms, scripts, APIs, source codes, copyrights, patents, trademarks, service marks, domain names, software rights, database rights, utility models, know-how, and any equivalent rights worldwide.
13.3 In accordance with Clause 4.7, the Contracting Party is expressly prohibited from:
I) copying, sublicensing, selling, leasing, donating, transferring, or otherwise disposing of the Platform, its modules, parts, or documentation;
II) removing or altering copyright notices or proprietary labels;
III) reverse engineering, decompiling, or disassembling the Platform or its intellectual properties;
IV) copying, distributing, transmitting, or modifying Platform content in any way.
13.4 Any violation of this Chapter constitutes an infringement of the Contracted Company’s intellectual property rights and subjects violators to applicable civil and criminal penalties under Brazilian Laws 9.279/96, 9.609/98, and 9.610/98.
13.5 By subscribing to a plan, the Contracting Party expressly authorizes and grants the Contracted Company a non-exclusive, royalty-free license to use its trademark during the commercial relationship for marketing or promotional purposes, including listing the Contracting Party’s brand among Vale Labs’ customers.
13.6 Any development created within the Contracting Party’s individual account remains its exclusive intellectual property.
13.7 The Contracted Company reserves all rights to the Platform and any functionalities offered under these Terms, even if not expressly mentioned.
DATA PROTECTION AND PRIVACY:
14.1 The Contracting Party undertakes to act in accordance with the General Data Protection Law (Law No. 13.709/18 – LGPD) and any applicable national or international data protection regulations.
14.2 By accepting these Terms and/or using the Platform, the Contracting Party acknowledges and agrees with the Vale Labs Privacy Policy.
14.3 The Contracting Party shall implement appropriate administrative, technical, and physical security measures to protect the confidentiality and integrity of all personal data it handles or transmits through the Platform.
14.4 The Contracting Party shall access data only within the limits of its authorization, and personal data cannot be copied, modified, or removed without the Contracted Company’s express authorization.
14.5 The Contracting Party must ensure the confidentiality of data processed by itself or by its employees, partners, or third-party contractors, ensuring it is not used for purposes other than those contracted.
14.6 If the Contracted Company is required by law to disclose personal data to a public authority, it shall notify the Contracting Party in advance whenever possible.
14.7 The Contracting Party must notify the Contracted Company within twenty-four (24) hours of:
I) any actual or suspected data breach;
II) any other security incident within its operations.
14.8 The Contracting Party shall be fully liable for moral and material damages, as well as for any fines or penalties imposed on the Contracted Company due to its failure to comply with data protection laws or these Terms.
14.9 The Contracted Company will retain the Contracting Party’s data only as long as necessary for the purposes for which it was collected or to comply with legal obligations.
14.10 The Contracted Company may compile anonymized statistical information related to Platform performance to improve its services, provided that such data does not identify the Contracting Party or its users.
14.11 All users acknowledge that data provided to the Contracted Company (Vale Labs) may be transferred, stored, and processed in the country where the Service operates, which may be outside their jurisdiction.
14.12 In such cases, the Contracted Company commits to working only with partners and service providers that meet the data protection standards required by Brazilian law (LGPD) and other equivalent frameworks, such as the GDPR (EU), CCPA (USA), CDPA (USA), and the Australian Privacy Act.
14.13 The Contracting Party agrees that such international transfers are necessary for the operation of its customer account and the provision of the Service.
14.14 Both the Contracted Company and its payment processors may handle payment data (such as card number, expiration date, and security code) for billing purposes, under strict confidentiality and compliance with applicable security standards.
TERM:
15.1 These Terms and Conditions of Use will come into force on the date of their adhesion by the Contracting Party and will be in force for the term of the contracted plan, automatically renewing for the same periods as the plan renewal, according to the applicable periodicity, if the Contracting Party does not respond in the opposite direction to renewal.
FORCE MAJEURE:
16.1 Under no circumstances shall the Contracted Company be held liable for delays, failures, or interruptions in the Platform caused by events beyond its reasonable control, including but not limited to: Internet or power failures, cyberattacks, viruses, natural disasters, strikes, riots, governmental actions, wars, or pandemics.
GENERAL PROVISIONS:
17.1 These Terms constitute the full and final agreement between the Contracted Company and the Contracting Party, superseding all prior written or verbal agreements.
17.2 These Terms are binding upon the Parties and their respective successors and assigns.
17.3 The Contracting Party may not transfer or assign its rights or obligations under this Agreement without prior written consent from the Contracted Company.
17.4 All official communications between the Parties shall be made in writing and sent via email to the addresses provided during registration.
17.5 Any change in the Contracting Party’s contact or address information must be promptly communicated to the Contracted Company; otherwise, notifications sent to outdated addresses will be deemed valid.
17.6 Any tolerance by one Party toward the other regarding non-compliance with these Terms shall not constitute a waiver or modification of any right, and the tolerant Party may enforce compliance at any time.
17.7 If any provision of these Terms is declared invalid or unenforceable by a competent authority, the remaining provisions shall remain in full force and effect.
APPLICABLE LAW AND JURISDICTION:
18.1 These Terms and Conditions of Use shall be governed and interpreted exclusively in accordance with the laws of the Federative Republic of Brazil. The Parties irrevocably elect the court of Santa Rita do Sapucaí – MG, Brazil, as the exclusive jurisdiction for any disputes arising from these Terms, to the exclusion of any other forum.
18.2 If the Contracting Party is located outside Brazil, this Agreement shall be deemed concluded in Brazil, as provided in Article 435 of the Brazilian Civil Code.
EN Version
PT Version
TERMS AND CONDITIONS OF USE
These Terms and Conditions of Use (“Agreement” or “Terms”) govern the use of the Valeiot platform (“Service” or “Platform”), a product offered by SIBIS LTDA, operating under the trade name Vale Labs (“Contracted Company” or “Provider”), by the customer or subscribing entity (“Contracting Party” or “Customer”).
OF THE OBJECT:
1.1 The purpose of this document is to regulate the non-transferable and temporary right to use the Valeiot Platform granted to the Contracting Party, in the form of Software as a Service.
1.2 When purchasing the Platform service, the Contracting Party will have access to view, manage, and store data from various devices using a low-code IoT platform, depending on the contracted plan.
ACCEPTANCE:
2.1 This Agreement establishes obligations contracted freely and voluntarily, for a determined period, between the Contracted Company (Vale Labs) and the Contracting Party. There is no permanent contract between the parties.
2.2 By using the Platform, the Contracting Party acknowledges and agrees that it has read, understood, and consents, freely and unequivocally, to all the provisions set out in these Terms and Conditions of Use — whether as a direct customer (“Contracting Party”) or as an end user of a customer (“Third Party” or “End Customer”).
2.3 When subscribing to one of the plans offered by the Contracted Company and/or using the Platform, even partially or on a trial basis, the Contracting Party will be bound by these Terms and Conditions of Use, as well as by Stripe’s Terms of Service, expressing full agreement with all the provisions herein, including consent for the access, collection, use, storage, and processing of its data and information, which the Contracting Party acknowledges are necessary for the proper execution of the functionalities offered by the Platform.
2.4 The Contracting Party acknowledges that any operation corresponding to the acceptance, cancellation, termination, or modification of these Terms and Conditions of Use will be recorded in the Contracted Company’s databases, along with the date and time of execution, and such information may be used as evidence by the Contracted Company, regardless of any other formality.
2.5 Acceptance of this document is essential for access to and use of any services provided by the Contracted Company. If the Contracting Party does not agree with the provisions of this document, they must not use the Service.
CHANGES AND UPDATES TO THE TERMS AND CONDITIONS OF USE:
3.1 The Contracted Company reserves the right to change and/or update, at any time and without the prior consent of the Contracting Party, the clauses and conditions set out in these Terms and Conditions of Use. In such cases, the Contracting Party will be informed about the updates. Continued use of the Platform will be deemed acceptance of the new Terms and Conditions of Use. If the Contracting Party does not agree with the new Terms, they must immediately stop using the Platform.
3.2 Notwithstanding the above, the Contracting Party remains responsible for periodically reviewing these Terms and/or related contracts and policies to be aware of its rights and obligations before using the Services, and to verify whether any modifications have been made.
USE OF THE PLATFORM:
4.1 Any service offered by the Contracted Company may only be used within the scope for which it was provided. Compliance with all relevant laws and regulations, including international ones when applicable, is a condition for access and use of the Service.
4.2 The Contracting Party is responsible for all actions carried out on the Valeiot Platform, including those of its employees or other individuals under its control, and must ensure that they comply fully with these Terms and Conditions of Use.
4.3 The Contracting Party will access the Platform through an individual and non-transferable login and password. The transfer or sharing of access credentials with third parties is strictly prohibited. Any consequences arising from such sharing are the sole responsibility of the Contracting Party, and the Contracted Company shall be exempt from any liability for damages resulting from such acts.
4.4 The Contracting Party agrees to immediately notify the Contracted Company of any incident caused by unauthorized use of its access credentials.
4.5 The Contracting Party is responsible for granting Platform access only to trusted individuals who are authorized to act on its behalf.
4.6 The Contracting Party undertakes to use the Platform lawfully and ethically, observing applicable laws, good faith, and good conduct, and shall not promote or engage in any criminal or illicit activities or disseminate through the Platform any content that is threatening, obscene, offensive, defamatory, discriminatory, immoral, illegal, false, inflammatory, confidential, or otherwise inappropriate.
4.7 Additionally, the Contracting Party and its End Customers shall not:
I) copy, sublicense, sell, lease, reproduce, donate, or transfer, in whole or in part, the Platform or any of its components;
II) remove or alter any copyright or proprietary notices;
III) perform reverse engineering, decompilation, or disassembly of the Platform;
IV) copy, distribute, transmit, publish, modify, or transfer Platform content in any form.
4.8 The Contracted Company, at its sole discretion, may restrict, suspend, or block any user account, without prior notice or compensation, if it deems that the user has committed acts considered offensive or in violation of applicable law and/or these Terms.
4.9 The Contracting Party acknowledges and agrees that it will only disclose to the Contracted Company information that it has the legal right and authority to provide, and that the use of such information in accordance with these Terms will not expose the Contracting Party to any claims or liabilities.
HIRING:
5.1 To subscribe to the services offered by the Contracted Company, the Contracting Party must complete the Initial Form on the Contracted Company’s website and select one of the available plans.
5.2 The Contracted Company reserves the right to include, modify, or remove services or functionalities within each plan, notifying the Contracting Party of such changes, which will take effect in the next billing cycle according to the contracted plan.
5.3 The start of a new billing cycle implies automatic acceptance of the plan modification by the Contracting Party.
5.4 By completing the Initial Form, the Contracting Party expresses full consent to the Vale Labs Privacy Policy and authorizes its commercial team to contact them by phone or email.
5.5 The Contracting Party must provide complete, accurate, and up-to-date information during registration, and is solely responsible for keeping such information current. The Contracted Company is not liable for any inaccuracies or omissions in the information provided.
5.6 The Contracting Party agrees not to share its registration data or access credentials with third parties and is fully responsible for their use.
5.7 The contracted plan will only be activated after payment confirmation or clearance.
REMUNERATION:
6.1 After selecting a plan, the Contracting Party must pay the applicable service fee (monthly or annual) via credit card.
6.2 The Contracting Party will receive email notifications regarding upcoming invoices. On the due date, the Contracting Party will receive the corresponding electronic invoice, and the Contracted Company will automatically process the charge.
6.3 The Contracted Company may, at any time, request identification or incorporation documents from the Contracting Party, who must provide them as instructed.
6.4 The Contracting Party is responsible for all applicable taxes and shall make payments without any deductions. The Contracted Company may provide a Tax Residency Certificate to avoid double taxation, if necessary.
6.5 Any invoice disputes must be submitted before the payment due date. If the invoice has not been paid, the Contracting Party may apply any credit notes issued, remaining responsible for any outstanding balance due.
6.6 The Contracting Party waives all claims related to service charges unless made within sixty (60) days from the invoice date.
6.7 The Contracted Company (Vale Labs) will not issue cash refunds. Refunds (if any) are at the discretion of the Contracted Company and will be provided only as service credits.
6.8 Unless otherwise agreed with the Contracted Company, all Service Fees shall be payable without requiring a purchase order number on the invoice.
6.9 All active plans, even if discontinued for new subscriptions, will remain subject to these Terms and Conditions of Use.
6.10 The Contracted Company may change plan prices from time to time, provided that any price adjustments are communicated to the Contracting Party in advance. Price changes take effect at the beginning of the next subscription period.
6.11 Continued use of the Platform after a price change constitutes acceptance by the Contracting Party. If the Contracting Party does not agree, they may cancel the plan before the adjustment becomes effective.
6.12 The Contracted Company, at its discretion, may offer temporary discounts to the Contracting Party for new subscriptions or renewals. Such discounts are valid only for the period specified and may or may not be renewed.
6.13 Delay or non-payment by the Contracting Party will result in a 10% fine, plus 1% monthly interest and monetary correction according to the IPCA index until full payment.
6.14 In the event of default exceeding one month, the Service will be immediately canceled, and the Contracting Party’s access to the Platform will be suspended until payment is regularized.
PROVISION OF SERVICES:
7.1 Platform features may vary according to different regions and countries. The Contracted Company makes no guarantee or representation that the Service or any of its features will be available in all countries or regions, or to all users. It is the Contracting Party’s responsibility to verify the Service’s availability before contracting it.
7.2 The Contracted Company may, at its sole discretion, limit, deny, or create different levels of access and use of the Platform for different users.
7.3 The Contracted Company may discontinue or modify the Valeiot Platform or any of its functionalities, provided that the Contracting Party is notified at least twelve (12) months in advance, unless the Service or functionality is replaced by an equivalent one.
7.4 The Contracted Company (Vale Labs) may perform system updates at any time to correct errors or improve functionalities.
CANCELLATION:
8.1 Cancellation may be requested in advance by the Contracting Party, subject to full payment for the contracted plan period, or at the end of the plan term, if the Contracting Party chooses not to renew it.
8.2 If the Contracting Party does not wish to renew its subscription, it must notify the Contracted Company (Vale Labs) at least seven (7) business days before the automatic renewal date, through one of the company’s official service channels.
8.3 The Contracting Party may request cancellation after seven (7) days from signing the contract.
8.4 The Contracted Company (Vale Labs) may cancel the plan without cause, by providing at least thirty (30) days’ prior notice to the Contracting Party’s registered email, refunding any prepaid amounts for unused portions of the plan.
8.5 The Contracted Company (Vale Labs) may cancel the plan with just cause, at any time and without prior notice, without owing any refunds, compensation, or penalties.
8.6 For the purposes of the clause above, “just cause” includes, but is not limited to:
I) false statements or misrepresentations made by the Contracting Party;
II) defamatory, discriminatory, offensive, or fraudulent behavior by the Contracting Party or its End Users;
III) breach of any provision of these Terms and Conditions of Use;
IV) improper or unauthorized use of the Platform;
V) non-payment of any amount owed for more than thirty (30) calendar days after the due date.
8.7 In the event of cancellation for just cause by the Contracted Company, the Contracting Party will be liable for compensating any damages or losses resulting from such termination.
8.8 Upon cancellation, access to the Platform by the Contracting Party will be blocked from the effective cancellation date (or immediately, in case of payment default).
LIMITATION OF CONTRACTED COMPANY LIABILITY:
9.1 To the maximum extent permitted by law, the Service is provided “as is,” “as available,” and “with all faults.” The Contracted Company disclaims any and all express or implied warranties, including but not limited to conditions of quality, durability, performance, availability, accuracy, reliability, merchantability, fitness for a particular purpose, or non-infringement. The Contracted Company does not warrant that the Service will be uninterrupted, error-free, or secure, nor that it will prevent data loss.
9.2 The Contracted Company does not guarantee that the Platform’s functions will meet the Contracting Party’s specific needs or that the Product will be compatible with the End Customer’s systems.
9.3 The Contracted Company does not guarantee that the use of products or services displayed through the Platform will not infringe on third-party rights. Any materials downloaded or obtained through the Platform are done at the Contracting Party’s sole risk.
9.4 The Contracted Company is not responsible for any defamatory, offensive, discriminatory, or illegal acts committed by the Contracting Party or its End Users.
9.5 The Contracted Company will not be liable for indirect, incidental, special, punitive, or consequential damages, loss of profits, or any other material or immaterial losses arising from use of the Platform, even if advised of such possibilities.
THE CONTRACTED COMPANY:
10.1 The obligations of the Contracted Company include, without limitation:
I) ensuring the regular functioning of the Platform and making commercially reasonable efforts to keep it available throughout the contracted term, in accordance with Chapter 16;
II) correcting programming errors and implementing improvements, which may temporarily suspend operations for maintenance, with prior notice to the Contracting Party;
III) providing Platform access to the Contracting Party during the plan’s validity period;
IV) providing customer support services from 9:00 AM to 5:00 PM (BRT), Monday through Friday, via chat or email;
V) keeping all registration and access data of the Contracting Party confidential, stored securely in accordance with Chapter 14.
NO PARTNERSHIP OR EMPLOYMENT RELATIONSHIP:
No type of partnership, joint venture, or employment relationship is established between the Contracted Company and the Contracting Party (or its End Users). The Contracting Party is solely responsible for all social, labor, and tax obligations related to its activities, and the Contracted Company shall not be liable for any such obligations or third-party claims arising from the Contracting Party’s actions.
COMPENSATIONS:
12.1 In the event of any civil, labor, tax, or other legal claims related to the activities of the Contracting Party that may involve the Contracted Company or its affiliates, the Contracting Party shall indemnify and hold the Contracted Company harmless from all losses and costs, and must:
I) provide the Contracted Company with copies of relevant documents to enable its defense;
II) reimburse the Contracted Company within seventy-two (72) hours for any expenses incurred.
12.2 The Contracting Party irrevocably undertakes to indemnify and hold the Contracted Company harmless from any losses arising from:
I) breach of these Terms and Conditions of Use;
II) false, incomplete, or misleading information provided by the Contracting Party;
III) any liability of the Contracted Company resulting from actions of the Contracting Party or its End Customers.
12.3 The total indemnification liability of the Contracting Party toward the Contracted Company shall be limited to the total amount paid under the contracted plan.
13 OF INTELLECTUAL PROPERTY RIGHTS:
13.1 The Contracted Company is the sole owner of all rights and interests in the Valeiot Platform. All title, ownership, and intellectual property rights in the Valeiot Platform remain with the Contracted Company, its affiliates, or its licensors.
13.2 The Platform, as well as all its components and intellectual property elements, including new versions and updates, are and will remain the exclusive property of the Contracted Company . This includes all texts, designs, algorithms, scripts, APIs, source codes, copyrights, patents, trademarks, service marks, domain names, software rights, database rights, utility models, know-how, and any equivalent rights worldwide.
13.3 In accordance with Clause 4.7, the Contracting Party is expressly prohibited from:
I) copying, sublicensing, selling, leasing, donating, transferring, or otherwise disposing of the Platform, its modules, parts, or documentation;
II) removing or altering copyright notices or proprietary labels;
III) reverse engineering, decompiling, or disassembling the Platform or its intellectual properties;
IV) copying, distributing, transmitting, or modifying Platform content in any way.
13.4 Any violation of this Chapter constitutes an infringement of the Contracted Company’s intellectual property rights and subjects violators to applicable civil and criminal penalties under Brazilian Laws 9.279/96, 9.609/98, and 9.610/98.
13.5 By subscribing to a plan, the Contracting Party expressly authorizes and grants the Contracted Company a non-exclusive, royalty-free license to use its trademark during the commercial relationship for marketing or promotional purposes, including listing the Contracting Party’s brand among Vale Labs’ customers.
13.6 Any development created within the Contracting Party’s individual account remains its exclusive intellectual property.
13.7 The Contracted Company reserves all rights to the Platform and any functionalities offered under these Terms, even if not expressly mentioned.
DATA PROTECTION AND PRIVACY:
14.1 The Contracting Party undertakes to act in accordance with the General Data Protection Law (Law No. 13.709/18 – LGPD) and any applicable national or international data protection regulations.
14.2 By accepting these Terms and/or using the Platform, the Contracting Party acknowledges and agrees with the Vale Labs Privacy Policy.
14.3 The Contracting Party shall implement appropriate administrative, technical, and physical security measures to protect the confidentiality and integrity of all personal data it handles or transmits through the Platform.
14.4 The Contracting Party shall access data only within the limits of its authorization, and personal data cannot be copied, modified, or removed without the Contracted Company’s express authorization.
14.5 The Contracting Party must ensure the confidentiality of data processed by itself or by its employees, partners, or third-party contractors, ensuring it is not used for purposes other than those contracted.
14.6 If the Contracted Company is required by law to disclose personal data to a public authority, it shall notify the Contracting Party in advance whenever possible.
14.7 The Contracting Party must notify the Contracted Company within twenty-four (24) hours of:
I) any actual or suspected data breach;
II) any other security incident within its operations.
14.8 The Contracting Party shall be fully liable for moral and material damages, as well as for any fines or penalties imposed on the Contracted Company due to its failure to comply with data protection laws or these Terms.
14.9 The Contracted Company will retain the Contracting Party’s data only as long as necessary for the purposes for which it was collected or to comply with legal obligations.
14.10 The Contracted Company may compile anonymized statistical information related to Platform performance to improve its services, provided that such data does not identify the Contracting Party or its users.
14.11 All users acknowledge that data provided to the Contracted Company (Vale Labs) may be transferred, stored, and processed in the country where the Service operates, which may be outside their jurisdiction.
14.12 In such cases, the Contracted Company commits to working only with partners and service providers that meet the data protection standards required by Brazilian law (LGPD) and other equivalent frameworks, such as the GDPR (EU), CCPA (USA), CDPA (USA), and the Australian Privacy Act.
14.13 The Contracting Party agrees that such international transfers are necessary for the operation of its customer account and the provision of the Service.
14.14 Both the Contracted Company and its payment processors may handle payment data (such as card number, expiration date, and security code) for billing purposes, under strict confidentiality and compliance with applicable security standards.
TERM:
15.1 These Terms and Conditions of Use will come into force on the date of their adhesion by the Contracting Party and will be in force for the term of the contracted plan, automatically renewing for the same periods as the plan renewal, according to the applicable periodicity, if the Contracting Party does not respond in the opposite direction to renewal.
FORCE MAJEURE:
16.1 Under no circumstances shall the Contracted Company be held liable for delays, failures, or interruptions in the Platform caused by events beyond its reasonable control, including but not limited to: Internet or power failures, cyberattacks, viruses, natural disasters, strikes, riots, governmental actions, wars, or pandemics.
GENERAL PROVISIONS:
17.1 These Terms constitute the full and final agreement between the Contracted Company and the Contracting Party, superseding all prior written or verbal agreements.
17.2 These Terms are binding upon the Parties and their respective successors and assigns.
17.3 The Contracting Party may not transfer or assign its rights or obligations under this Agreement without prior written consent from the Contracted Company.
17.4 All official communications between the Parties shall be made in writing and sent via email to the addresses provided during registration.
17.5 Any change in the Contracting Party’s contact or address information must be promptly communicated to the Contracted Company; otherwise, notifications sent to outdated addresses will be deemed valid.
17.6 Any tolerance by one Party toward the other regarding non-compliance with these Terms shall not constitute a waiver or modification of any right, and the tolerant Party may enforce compliance at any time.
17.7 If any provision of these Terms is declared invalid or unenforceable by a competent authority, the remaining provisions shall remain in full force and effect.
APPLICABLE LAW AND JURISDICTION:
18.1 These Terms and Conditions of Use shall be governed and interpreted exclusively in accordance with the laws of the Federative Republic of Brazil. The Parties irrevocably elect the court of Santa Rita do Sapucaí – MG, Brazil, as the exclusive jurisdiction for any disputes arising from these Terms, to the exclusion of any other forum.
18.2 If the Contracting Party is located outside Brazil, this Agreement shall be deemed concluded in Brazil, as provided in Article 435 of the Brazilian Civil Code.
EN Version
PT Version
TERMS AND CONDITIONS OF USE
These Terms and Conditions of Use (“Agreement” or “Terms”) govern the use of the Valeiot platform (“Service” or “Platform”), a product offered by SIBIS LTDA, operating under the trade name Vale Labs (“Contracted Company” or “Provider”), by the customer or subscribing entity (“Contracting Party” or “Customer”).
OF THE OBJECT:
1.1 The purpose of this document is to regulate the non-transferable and temporary right to use the Valeiot Platform granted to the Contracting Party, in the form of Software as a Service.
1.2 When purchasing the Platform service, the Contracting Party will have access to view, manage, and store data from various devices using a low-code IoT platform, depending on the contracted plan.
ACCEPTANCE:
2.1 This Agreement establishes obligations contracted freely and voluntarily, for a determined period, between the Contracted Company (Vale Labs) and the Contracting Party. There is no permanent contract between the parties.
2.2 By using the Platform, the Contracting Party acknowledges and agrees that it has read, understood, and consents, freely and unequivocally, to all the provisions set out in these Terms and Conditions of Use — whether as a direct customer (“Contracting Party”) or as an end user of a customer (“Third Party” or “End Customer”).
2.3 When subscribing to one of the plans offered by the Contracted Company and/or using the Platform, even partially or on a trial basis, the Contracting Party will be bound by these Terms and Conditions of Use, as well as by Stripe’s Terms of Service, expressing full agreement with all the provisions herein, including consent for the access, collection, use, storage, and processing of its data and information, which the Contracting Party acknowledges are necessary for the proper execution of the functionalities offered by the Platform.
2.4 The Contracting Party acknowledges that any operation corresponding to the acceptance, cancellation, termination, or modification of these Terms and Conditions of Use will be recorded in the Contracted Company’s databases, along with the date and time of execution, and such information may be used as evidence by the Contracted Company, regardless of any other formality.
2.5 Acceptance of this document is essential for access to and use of any services provided by the Contracted Company. If the Contracting Party does not agree with the provisions of this document, they must not use the Service.
CHANGES AND UPDATES TO THE TERMS AND CONDITIONS OF USE:
3.1 The Contracted Company reserves the right to change and/or update, at any time and without the prior consent of the Contracting Party, the clauses and conditions set out in these Terms and Conditions of Use. In such cases, the Contracting Party will be informed about the updates. Continued use of the Platform will be deemed acceptance of the new Terms and Conditions of Use. If the Contracting Party does not agree with the new Terms, they must immediately stop using the Platform.
3.2 Notwithstanding the above, the Contracting Party remains responsible for periodically reviewing these Terms and/or related contracts and policies to be aware of its rights and obligations before using the Services, and to verify whether any modifications have been made.
USE OF THE PLATFORM:
4.1 Any service offered by the Contracted Company may only be used within the scope for which it was provided. Compliance with all relevant laws and regulations, including international ones when applicable, is a condition for access and use of the Service.
4.2 The Contracting Party is responsible for all actions carried out on the Valeiot Platform, including those of its employees or other individuals under its control, and must ensure that they comply fully with these Terms and Conditions of Use.
4.3 The Contracting Party will access the Platform through an individual and non-transferable login and password. The transfer or sharing of access credentials with third parties is strictly prohibited. Any consequences arising from such sharing are the sole responsibility of the Contracting Party, and the Contracted Company shall be exempt from any liability for damages resulting from such acts.
4.4 The Contracting Party agrees to immediately notify the Contracted Company of any incident caused by unauthorized use of its access credentials.
4.5 The Contracting Party is responsible for granting Platform access only to trusted individuals who are authorized to act on its behalf.
4.6 The Contracting Party undertakes to use the Platform lawfully and ethically, observing applicable laws, good faith, and good conduct, and shall not promote or engage in any criminal or illicit activities or disseminate through the Platform any content that is threatening, obscene, offensive, defamatory, discriminatory, immoral, illegal, false, inflammatory, confidential, or otherwise inappropriate.
4.7 Additionally, the Contracting Party and its End Customers shall not:
I) copy, sublicense, sell, lease, reproduce, donate, or transfer, in whole or in part, the Platform or any of its components;
II) remove or alter any copyright or proprietary notices;
III) perform reverse engineering, decompilation, or disassembly of the Platform;
IV) copy, distribute, transmit, publish, modify, or transfer Platform content in any form.
4.8 The Contracted Company, at its sole discretion, may restrict, suspend, or block any user account, without prior notice or compensation, if it deems that the user has committed acts considered offensive or in violation of applicable law and/or these Terms.
4.9 The Contracting Party acknowledges and agrees that it will only disclose to the Contracted Company information that it has the legal right and authority to provide, and that the use of such information in accordance with these Terms will not expose the Contracting Party to any claims or liabilities.
HIRING:
5.1 To subscribe to the services offered by the Contracted Company, the Contracting Party must complete the Initial Form on the Contracted Company’s website and select one of the available plans.
5.2 The Contracted Company reserves the right to include, modify, or remove services or functionalities within each plan, notifying the Contracting Party of such changes, which will take effect in the next billing cycle according to the contracted plan.
5.3 The start of a new billing cycle implies automatic acceptance of the plan modification by the Contracting Party.
5.4 By completing the Initial Form, the Contracting Party expresses full consent to the Vale Labs Privacy Policy and authorizes its commercial team to contact them by phone or email.
5.5 The Contracting Party must provide complete, accurate, and up-to-date information during registration, and is solely responsible for keeping such information current. The Contracted Company is not liable for any inaccuracies or omissions in the information provided.
5.6 The Contracting Party agrees not to share its registration data or access credentials with third parties and is fully responsible for their use.
5.7 The contracted plan will only be activated after payment confirmation or clearance.
REMUNERATION:
6.1 After selecting a plan, the Contracting Party must pay the applicable service fee (monthly or annual) via credit card.
6.2 The Contracting Party will receive email notifications regarding upcoming invoices. On the due date, the Contracting Party will receive the corresponding electronic invoice, and the Contracted Company will automatically process the charge.
6.3 The Contracted Company may, at any time, request identification or incorporation documents from the Contracting Party, who must provide them as instructed.
6.4 The Contracting Party is responsible for all applicable taxes and shall make payments without any deductions. The Contracted Company may provide a Tax Residency Certificate to avoid double taxation, if necessary.
6.5 Any invoice disputes must be submitted before the payment due date. If the invoice has not been paid, the Contracting Party may apply any credit notes issued, remaining responsible for any outstanding balance due.
6.6 The Contracting Party waives all claims related to service charges unless made within sixty (60) days from the invoice date.
6.7 The Contracted Company (Vale Labs) will not issue cash refunds. Refunds (if any) are at the discretion of the Contracted Company and will be provided only as service credits.
6.8 Unless otherwise agreed with the Contracted Company, all Service Fees shall be payable without requiring a purchase order number on the invoice.
6.9 All active plans, even if discontinued for new subscriptions, will remain subject to these Terms and Conditions of Use.
6.10 The Contracted Company may change plan prices from time to time, provided that any price adjustments are communicated to the Contracting Party in advance. Price changes take effect at the beginning of the next subscription period.
6.11 Continued use of the Platform after a price change constitutes acceptance by the Contracting Party. If the Contracting Party does not agree, they may cancel the plan before the adjustment becomes effective.
6.12 The Contracted Company, at its discretion, may offer temporary discounts to the Contracting Party for new subscriptions or renewals. Such discounts are valid only for the period specified and may or may not be renewed.
6.13 Delay or non-payment by the Contracting Party will result in a 10% fine, plus 1% monthly interest and monetary correction according to the IPCA index until full payment.
6.14 In the event of default exceeding one month, the Service will be immediately canceled, and the Contracting Party’s access to the Platform will be suspended until payment is regularized.
PROVISION OF SERVICES:
7.1 Platform features may vary according to different regions and countries. The Contracted Company makes no guarantee or representation that the Service or any of its features will be available in all countries or regions, or to all users. It is the Contracting Party’s responsibility to verify the Service’s availability before contracting it.
7.2 The Contracted Company may, at its sole discretion, limit, deny, or create different levels of access and use of the Platform for different users.
7.3 The Contracted Company may discontinue or modify the Valeiot Platform or any of its functionalities, provided that the Contracting Party is notified at least twelve (12) months in advance, unless the Service or functionality is replaced by an equivalent one.
7.4 The Contracted Company (Vale Labs) may perform system updates at any time to correct errors or improve functionalities.
CANCELLATION:
8.1 Cancellation may be requested in advance by the Contracting Party, subject to full payment for the contracted plan period, or at the end of the plan term, if the Contracting Party chooses not to renew it.
8.2 If the Contracting Party does not wish to renew its subscription, it must notify the Contracted Company (Vale Labs) at least seven (7) business days before the automatic renewal date, through one of the company’s official service channels.
8.3 The Contracting Party may request cancellation after seven (7) days from signing the contract.
8.4 The Contracted Company (Vale Labs) may cancel the plan without cause, by providing at least thirty (30) days’ prior notice to the Contracting Party’s registered email, refunding any prepaid amounts for unused portions of the plan.
8.5 The Contracted Company (Vale Labs) may cancel the plan with just cause, at any time and without prior notice, without owing any refunds, compensation, or penalties.
8.6 For the purposes of the clause above, “just cause” includes, but is not limited to:
I) false statements or misrepresentations made by the Contracting Party;
II) defamatory, discriminatory, offensive, or fraudulent behavior by the Contracting Party or its End Users;
III) breach of any provision of these Terms and Conditions of Use;
IV) improper or unauthorized use of the Platform;
V) non-payment of any amount owed for more than thirty (30) calendar days after the due date.
8.7 In the event of cancellation for just cause by the Contracted Company, the Contracting Party will be liable for compensating any damages or losses resulting from such termination.
8.8 Upon cancellation, access to the Platform by the Contracting Party will be blocked from the effective cancellation date (or immediately, in case of payment default).
LIMITATION OF CONTRACTED COMPANY LIABILITY:
9.1 To the maximum extent permitted by law, the Service is provided “as is,” “as available,” and “with all faults.” The Contracted Company disclaims any and all express or implied warranties, including but not limited to conditions of quality, durability, performance, availability, accuracy, reliability, merchantability, fitness for a particular purpose, or non-infringement. The Contracted Company does not warrant that the Service will be uninterrupted, error-free, or secure, nor that it will prevent data loss.
9.2 The Contracted Company does not guarantee that the Platform’s functions will meet the Contracting Party’s specific needs or that the Product will be compatible with the End Customer’s systems.
9.3 The Contracted Company does not guarantee that the use of products or services displayed through the Platform will not infringe on third-party rights. Any materials downloaded or obtained through the Platform are done at the Contracting Party’s sole risk.
9.4 The Contracted Company is not responsible for any defamatory, offensive, discriminatory, or illegal acts committed by the Contracting Party or its End Users.
9.5 The Contracted Company will not be liable for indirect, incidental, special, punitive, or consequential damages, loss of profits, or any other material or immaterial losses arising from use of the Platform, even if advised of such possibilities.
THE CONTRACTED COMPANY:
10.1 The obligations of the Contracted Company include, without limitation:
I) ensuring the regular functioning of the Platform and making commercially reasonable efforts to keep it available throughout the contracted term, in accordance with Chapter 16;
II) correcting programming errors and implementing improvements, which may temporarily suspend operations for maintenance, with prior notice to the Contracting Party;
III) providing Platform access to the Contracting Party during the plan’s validity period;
IV) providing customer support services from 9:00 AM to 5:00 PM (BRT), Monday through Friday, via chat or email;
V) keeping all registration and access data of the Contracting Party confidential, stored securely in accordance with Chapter 14.
NO PARTNERSHIP OR EMPLOYMENT RELATIONSHIP:
No type of partnership, joint venture, or employment relationship is established between the Contracted Company and the Contracting Party (or its End Users). The Contracting Party is solely responsible for all social, labor, and tax obligations related to its activities, and the Contracted Company shall not be liable for any such obligations or third-party claims arising from the Contracting Party’s actions.
COMPENSATIONS:
12.1 In the event of any civil, labor, tax, or other legal claims related to the activities of the Contracting Party that may involve the Contracted Company or its affiliates, the Contracting Party shall indemnify and hold the Contracted Company harmless from all losses and costs, and must:
I) provide the Contracted Company with copies of relevant documents to enable its defense;
II) reimburse the Contracted Company within seventy-two (72) hours for any expenses incurred.
12.2 The Contracting Party irrevocably undertakes to indemnify and hold the Contracted Company harmless from any losses arising from:
I) breach of these Terms and Conditions of Use;
II) false, incomplete, or misleading information provided by the Contracting Party;
III) any liability of the Contracted Company resulting from actions of the Contracting Party or its End Customers.
12.3 The total indemnification liability of the Contracting Party toward the Contracted Company shall be limited to the total amount paid under the contracted plan.
13 OF INTELLECTUAL PROPERTY RIGHTS:
13.1 The Contracted Company is the sole owner of all rights and interests in the Valeiot Platform. All title, ownership, and intellectual property rights in the Valeiot Platform remain with the Contracted Company, its affiliates, or its licensors.
13.2 The Platform, as well as all its components and intellectual property elements, including new versions and updates, are and will remain the exclusive property of the Contracted Company . This includes all texts, designs, algorithms, scripts, APIs, source codes, copyrights, patents, trademarks, service marks, domain names, software rights, database rights, utility models, know-how, and any equivalent rights worldwide.
13.3 In accordance with Clause 4.7, the Contracting Party is expressly prohibited from:
I) copying, sublicensing, selling, leasing, donating, transferring, or otherwise disposing of the Platform, its modules, parts, or documentation;
II) removing or altering copyright notices or proprietary labels;
III) reverse engineering, decompiling, or disassembling the Platform or its intellectual properties;
IV) copying, distributing, transmitting, or modifying Platform content in any way.
13.4 Any violation of this Chapter constitutes an infringement of the Contracted Company’s intellectual property rights and subjects violators to applicable civil and criminal penalties under Brazilian Laws 9.279/96, 9.609/98, and 9.610/98.
13.5 By subscribing to a plan, the Contracting Party expressly authorizes and grants the Contracted Company a non-exclusive, royalty-free license to use its trademark during the commercial relationship for marketing or promotional purposes, including listing the Contracting Party’s brand among Vale Labs’ customers.
13.6 Any development created within the Contracting Party’s individual account remains its exclusive intellectual property.
13.7 The Contracted Company reserves all rights to the Platform and any functionalities offered under these Terms, even if not expressly mentioned.
DATA PROTECTION AND PRIVACY:
14.1 The Contracting Party undertakes to act in accordance with the General Data Protection Law (Law No. 13.709/18 – LGPD) and any applicable national or international data protection regulations.
14.2 By accepting these Terms and/or using the Platform, the Contracting Party acknowledges and agrees with the Vale Labs Privacy Policy.
14.3 The Contracting Party shall implement appropriate administrative, technical, and physical security measures to protect the confidentiality and integrity of all personal data it handles or transmits through the Platform.
14.4 The Contracting Party shall access data only within the limits of its authorization, and personal data cannot be copied, modified, or removed without the Contracted Company’s express authorization.
14.5 The Contracting Party must ensure the confidentiality of data processed by itself or by its employees, partners, or third-party contractors, ensuring it is not used for purposes other than those contracted.
14.6 If the Contracted Company is required by law to disclose personal data to a public authority, it shall notify the Contracting Party in advance whenever possible.
14.7 The Contracting Party must notify the Contracted Company within twenty-four (24) hours of:
I) any actual or suspected data breach;
II) any other security incident within its operations.
14.8 The Contracting Party shall be fully liable for moral and material damages, as well as for any fines or penalties imposed on the Contracted Company due to its failure to comply with data protection laws or these Terms.
14.9 The Contracted Company will retain the Contracting Party’s data only as long as necessary for the purposes for which it was collected or to comply with legal obligations.
14.10 The Contracted Company may compile anonymized statistical information related to Platform performance to improve its services, provided that such data does not identify the Contracting Party or its users.
14.11 All users acknowledge that data provided to the Contracted Company (Vale Labs) may be transferred, stored, and processed in the country where the Service operates, which may be outside their jurisdiction.
14.12 In such cases, the Contracted Company commits to working only with partners and service providers that meet the data protection standards required by Brazilian law (LGPD) and other equivalent frameworks, such as the GDPR (EU), CCPA (USA), CDPA (USA), and the Australian Privacy Act.
14.13 The Contracting Party agrees that such international transfers are necessary for the operation of its customer account and the provision of the Service.
14.14 Both the Contracted Company and its payment processors may handle payment data (such as card number, expiration date, and security code) for billing purposes, under strict confidentiality and compliance with applicable security standards.
TERM:
15.1 These Terms and Conditions of Use will come into force on the date of their adhesion by the Contracting Party and will be in force for the term of the contracted plan, automatically renewing for the same periods as the plan renewal, according to the applicable periodicity, if the Contracting Party does not respond in the opposite direction to renewal.
FORCE MAJEURE:
16.1 Under no circumstances shall the Contracted Company be held liable for delays, failures, or interruptions in the Platform caused by events beyond its reasonable control, including but not limited to: Internet or power failures, cyberattacks, viruses, natural disasters, strikes, riots, governmental actions, wars, or pandemics.
GENERAL PROVISIONS:
17.1 These Terms constitute the full and final agreement between the Contracted Company and the Contracting Party, superseding all prior written or verbal agreements.
17.2 These Terms are binding upon the Parties and their respective successors and assigns.
17.3 The Contracting Party may not transfer or assign its rights or obligations under this Agreement without prior written consent from the Contracted Company.
17.4 All official communications between the Parties shall be made in writing and sent via email to the addresses provided during registration.
17.5 Any change in the Contracting Party’s contact or address information must be promptly communicated to the Contracted Company; otherwise, notifications sent to outdated addresses will be deemed valid.
17.6 Any tolerance by one Party toward the other regarding non-compliance with these Terms shall not constitute a waiver or modification of any right, and the tolerant Party may enforce compliance at any time.
17.7 If any provision of these Terms is declared invalid or unenforceable by a competent authority, the remaining provisions shall remain in full force and effect.
APPLICABLE LAW AND JURISDICTION:
18.1 These Terms and Conditions of Use shall be governed and interpreted exclusively in accordance with the laws of the Federative Republic of Brazil. The Parties irrevocably elect the court of Santa Rita do Sapucaí – MG, Brazil, as the exclusive jurisdiction for any disputes arising from these Terms, to the exclusion of any other forum.
18.2 If the Contracting Party is located outside Brazil, this Agreement shall be deemed concluded in Brazil, as provided in Article 435 of the Brazilian Civil Code.