LATAM appendix supplementary terms and conditions for purchasing Cyncly products and services in Latin America ("LATAM")

 

Whereas Cyncly is a multinational company and markets products and services globally, this Supplementary Terms and Conditions for purchasing Cyncly Products and Services in Latin America (herein defined “Latam Appendix”) will apply to the purchase of Products and Services marketed directly by Promob Softwares S.A. - a Cyncly Company, identified in this Appendix as Cyncly Latam. In the event of any inconsistency between this Latam Appendix and the Conditions, this Latam Appendix shall prevail solely for matters governed by or related to the Cyncly Latam transactions.

1. DEFINITIONS

In this Latam Appendix, the following definitions apply:

“Cyncly Latam” refers, for the purposes of this Latam Appendix, to the Latin American entity of Cyncly, Promob Softwares S.A., which provides Cyncly Products and Services in Latin America and, in some cases, also in other countries outside this region. Any reference to “Cyncly Latam” in these Supplementary Terms and Conditions shall be construed as relating to Products and Services contracted through this legal entity, and shall prevail exclusively for matters governed by or connected to such transactions.

“Manufacturer” means a company in the furniture manufacturing industry, engaged in the production of capital or consumer goods, which may purchase the Products and Services and make its Content Library available to Retailers, Authorized Users, or Commercial Partners, in accordance with the terms of this Agreement and the Documentation.

“Retailer” refers to the retailer, franchisee, sales representative, or reseller whose establishment or point of sale utilizes the Product for the commercialization of its own products and services.

“Serial Number” it is a unique code used to identify, manage, and activate a Product Subscription or License, ensuring its authenticity and control.

“Commercial Partners” entities whose Products or Services may be integrated into the Content Library.

“Promob Portal” is a website designed to centralize the purchase, activation, and management of Licenses in a single location, making these processes faster, less bureaucratic, and easier to track. Access is restricted so that each Customer, whether Retailer or Manufacturer, can only access information related to their own Subscriptions and the functionalities specified to their profile. For the purposes of this Appendix, any reference to the Order Form in Terms and Conditions shall also be extended to the Portal Promob.

“Activation Fee” is a one-time payment due at the time of initial purchasing. It covers the preliminary activation steps required to enable Access Rights to and usage of the Product and Services. This Fee is negotiated in accordance with the commercial terms agreed upon by the parties and constitutes a mandatory requirement for the purchase of any Subscription or License, regardless of the Subscription Term.

2. PURCHASE AND FEES:

The Fees for contracting Cyncly Latam Products can include an Activation Fee and the Subscription Fee. The Fees may be paid in installments, in the form available in the Promob Portal or as described in the Order Form. The Fees, including the Subscription Fees, the Activation Fees and the Professional Services Fees are independent, and their compliance is conditional for access to Cyncly's Products and Services.

3. RELATIONSHIP BETWEEN THIRD PARTIES:

In order to access the Manufacturer Content Libraries, the Retailer must request authorization through the Promob Portal and proceed with the purchase process of a new Subscription.

3.1 The Customer acknowledges that the contractual relationship between Resellers and Manufacturers is autonomous and independent of any contractual relationship either party may have with Cyncly Latam. Accordingly, Cyncly Latam shall not assume responsibility for any obligations, disputes, or consequences arising from the relationship between Retailers and Manufacturers.

3.2 The Customer further acknowledges that Manufacturers reserve the right to remove Retailers from their networks, which may result in the interruption of access to Products related to such relationships, whether for management or design purposes and that such interruption shall not exempt the Customer from fulfilling the payment obligations set forth in the Order Form or the Promob Portal.

4. PRICE INCREASE:

The Fees under any Agreement with Cyncly Latam shall be annually adjusted based on the variation of the General Market Price Index (Índice Geral de Preços – Mercado – IGP-M), published by Fundação Getúlio Vargas (FGV), considering the accumulated index for the previous calendar year, plus a percentage mark-up determined at Cyncly’s Latam sole discretion.

5. DEFAULT:

In the event of default on any amounts due, the Customer acknowledges that access to the Product and to Support shall be immediately blocked and the provision of Services shall be suspended regardless of prior notice. Access to Products and Services will only be reinstated upon full payment of all outstanding amounts.

5.1 Such blocks are linked to the Customer’s account within the Promob Portal and may prevent the purchase of new Products, the renewal of existing Subscription, or the access to and provision of Services relating to other Products, even if such Product or Services was purchased by the Customer by way of separate transaction or Order Form.

5.2 Any Fees and Expenses not paid immediately after the due date may incur default interest set at 0.2% per day of delay, without prejudice to the payment of collection Expenses, including costs and legal's fees, and other costs and Fees for reinstating the Services.

6. RENEWAL:

The Customer acknowledges that all Products purchased from Cyncly Latam are linked to their account on the Promob Portal. Thus, the Renewal of Subscriptions must be carried out jointly for all Products associated with said account. If the Customer wishes not to renew or wishes to cancel the Subscription to any specific Product, the Customer must formalize the cancellation request, following Cyncly's Latam guidelines and complying with the Termination provisions established in the Conditions.

6.1 If the Customer fails to pay the Subscription Fees or the Maintenance and Support Fees for any Product for a period of more than 3 (three) consecutive Months, it will permanently lose the Access Rights to the respective Product, as well as the associated data and Licenses.

6.2 In this case, in order to resume the use of the Product, the Customer must make a new purchase, subject to the commercial conditions in force at the time, including, if applicable, a new Activation Fee.

7. ACCESS RIGHTS AND USE RESTRICTIONS

7.1 The Products, including any Software, Modules, and plugins, are licensed exclusively to the Customer and may not be shared, sublicensed, or otherwise made available to any third party. Unless expressly authorized in writing by Cyncly Latam, the Product may be used for manufacturing production solely at the Customer’s site identified in the applicable Order Form, and the Customer is prohibited from using the Product to generate or process production data for or from any other address or legal entity.

7.2 If the Customer wishes to use the Product for manufacturing production at additional sites, it must purchase the corresponding Subscription for each specific address. The sharing or cross-utilization of production outputs, data, or functionalities, including through plugins or similar means, between different sites is strictly prohibited.

8. DATA ACCESS AFTER THE TERMINATION OF THE AGREEMENT:

In any cases of termination or interruption of the Services, Cyncly Latam guarantees the Customer may access their Personal Data for a period of 30 (thirty) days, including to export it to another database or system. Cyncly Latam is not responsible for providing or delivering the data to the Client in any format. 

9. DATA PROTECTION IN BRAZIL:

This section supplements the Data Protection provisions in the Conditions and applies exclusively to Customers subject to Brazilian legislation.

9.1 Parties undertake to comply with all applicable Laws on the protection and privacy of Personal Data, applying information security and privacy techniques, in compliance with fundamental principles, including (whenever and whenever relevant) the Federal Constitution, the Consumer Protection Code, the Civil Code, the Civil Rights Framework for the Internet (Federal Law No. 12,965/2014), its regulatory decree (Decree 8,771/2016), the General Data Protection Law (Federal Law No. 13,709/2018 – "LGPD"), and other rules that may regulate the protection of Personal Data.

9.2 For the purposes of this Latam Appendix and under the terms of the LGPD, Customer will be considered a DATA CONTROLLER, while Cyncly will be considered a DATA OPERATOR, both committed to the governance of privacy, personal data protection and computer security in their respective organizations, in order to faithfully observe the legal requirements established in the LGPD, especially with regard to its foundations, principles and best practices in terms of compliance.

9.3 Each Party agrees to comply with all applicable LGPD obligations, including:

a) The appointment and publication of a Data Protection Officer (DPO);

b) Ensuring that the Customer obtains any required consent from data subjects, when applicable;

c) Implementing appropriate technical and organizational measures to protect Personal Data;

d) Notifying the other Party within 72 (seventy-two) hours of becoming aware of any data breach or security incident;

e) Cooperating with requests or investigations from the National Data Protection Authority (ANPD);

f) Allowing one audit per calendar year by the Customer, with reasonable notice and limited to data related to this Agreement.

9.4 The international transfer of data may take place for the execution of the Agreement, when Personal Data may be transferred to third parties located in countries that contemplate in their legislation the same degree of protection of Personal Data required by Brazilian legislation and it is hereby authorized.

9.5 In case of ANPD sanctions or claims from data subjects arising from noncompliance exclusively attributable to one Party, such Party shall bear full responsibility, including legal fees and mitigation costs, in accordance with Article 42 of the LGPD.

9.6 This Clause 11 prevails over conflicting provisions solely for matters governed by Brazilian law. However, if the Customer is based outside Brazil, the Conditions shall apply, in conjunction with the applicable Laws.

10. GENERAL TERMS:

The official text of this Appendix, along with any notices and communications between the Parties, shall be in Brazilian Portuguese. While Cyncly may provide one or more translations for convenience, the Brazilian Portuguese version shall prevail in the case of any ambiguity, discrepancy, or conflict between the translation and the Brazilian Portuguese text.