This instrument contains the general terms and conditions of engagement of Droz. By accepting these conditions, You, hereinafter referred to as “CLIENT,” accept all the terms of this Service Provision Agreement for use of the Droz System (“System”), provided by DROZ INFORMATION TECHNOLOGY LIMITED LIABILITY COMPANY (“Droz”), a limited liability company, registered with the National Register of Legal Entities under No. 30.488.257/0001-03, with registered office at Rua Manoel Coelho, 676 – SL 710 – Centro, São Caetano do Sul, São Paulo, ZIP Code 09510-101, hereinafter referred to as “SERVICE PROVIDER.” 

This instrument establishes the General Terms and Conditions of Engagement (“General Terms”) that shall govern the provision of Services and, together with the Service Order (“Service Order”), shall constitute the Agreement, executed between the client (“CLIENT”) and the companies identified in the Service Order (“SERVICE PROVIDER”).

I. DEFINITIONS AND INTERPRETATION 

I.1. Except where the context or the document itself indicates otherwise, the terms below shall have the following meanings for purposes of contract analysis: 

II. SERVICES

II.1. The subject matter of the Agreement is the provision, by the SERVICE PROVIDER to the CLIENT, of the services specified in the Service Order. 

II.2. The Services shall be provided in accordance with the terms and conditions stipulated in the Service Order.

II.3.The subject matter of the Agreement includes:

(i) The  engagement of data storage services, detailed in the Service Order, with the SERVICE PROVIDER being solely responsible for executing the  AWS Service Level Agreement with the server (the “Server  
“Server”) for the performance of such Agreement” and the service. 

(ii)The provision  of training regarding the functionalities of the Solution to Primary Users and employees designated by the CLIENT, in the manner set forth in the Service Order, if applicable.

(iii) The provision  of technical support as established in the Service Order, if  applicable.

II.4. The SERVICE PROVIDER undertakes to perform corrections, modifications, updates, and improvements to the Solution in order to ensure its functionalities as well as the performance agreed upon for the Solution, obligating itself to perform, at no additional cost, the correction of system errors. Scheduled system maintenance to be performed by the SERVICE PROVIDER shall be communicated in advance to the CLIENT and shall not be considered for purposes of calculating the SLA. 

II.5. The SERVICE PROVIDER undertakes, during the term of validity of each Solution, that should it reduce or eliminate functionalities of the Solution, it shall communicate this in advance to the CLIENT. The SERVICE PROVIDER has the discretion to determine the continuation or inclusion of new functionalities, without this affecting the values and agreements provided for in the Agreement, and shall not be obligated to renew or execute a new Service Order.

III. OBLIGATIONS

III.1.In addition to other obligations provided for in the Agreement, the CLIENT is responsible for estimating as accurately as possible the parameters of use of the solution in question in order to define the plan and cost estimate. The parameters defined shall be those authorized in the system, in accordance with the plan chosen by the CLIENT, which shall be specified in the corresponding Service Order for the Solution.

IV. TERM, TERMINATION, AND RENEWAL

IV.1.The Agreement binds the Parties from its execution and shall remain in effect for the term defined in the Service Order (“Term”). Each Term shall be automatically renewed for equal successive periods. This shall not apply if either Party manifests its intention to terminate the Agreement, in accordance with what is provided in the Service Order. 

IV.2.For items with usage quota franchises, should the CLIENT use the contracted quantity before the end of the Service Order validity period, a new Service Order shall automatically be sent to the CLIENT for the acquisition of a new usage quota franchise (upsell), valid for use until the date of termination of the current contract. 

IV.3. The non-acquisition of a new usage quota franchise results in the prevention of sending and receiving of services and dispatches. This new Service Order shall be incorporated into the Agreement, following the renewal terms of this instrument. 

IV.4.In all cases of termination or reduction (downsell), the Party wishing to terminate shall notify the other Party within a minimum of thirty (30) days in advance, and such notification shall contain justifications for the desire to terminate or reduce (downsell). 

IV.4.1 To be clear, the CLIENT hereby declares and guarantees that it is aware that in case of an unmotivated termination request or reduction (downsell), no amount already paid shall be refunded, and amounts due for the Term agreed upon in the Service Order shall be duly paid, as the Application shall remain available for use during the Term.

IV.5.The Agreement may be terminated should either Party breach any clause of the Agreement, provided that such breach is not remedied within thirty (30) days, counted from the notification of the affected Party regarding the breach. Should no action be taken to remedy the damages caused by the breach, upon expiration of the thirty (30) day period, the Agreement shall be automatically terminated, and the Party causing the termination shall be liable for losses and damages and consequential damages as applicable.

IV.6. Upon termination of the Agreement, an accounting shall be made of outstanding amounts due to the SERVICE PROVIDER, and the CLIENT shall make payment within the period described in the Service Order. 

IV.7. The Agreement may be terminated by the CLIENT in case of failures that result in total inability to use the Solution that directly impacts the primary purpose of the Solution and provided that the Uptime specified in the SLA has not been met. 

V. COMPENSATION AND PAYMENT TERMS

V.1. Payments shall be made by the CLIENT with the frequency established in the Service Order and upon presentation of an Invoice.

V.2. To be clear: the CLIENT declares and guarantees that it is aware that the number of uses provided for in the Service Order shall be used during the period described in the Service Order and cannot, consequently, be reallocated to subsequent months.

V.3. The invoicing procedure shall comply with that required by applicable legislation and shall be detailed in the Service Order.

V.4. Each of the Parties is responsible for the full and timely payment of any and all taxes that incur or may incur in relation to the subject matter of the Agreement and, to which the Party, in its legal capacity as passive subject of the tax relationship, is obligated to pay such taxes. Additionally, should one of the Parties be obligated under applicable law to perform the withholding of any tax in relation to any payment to be made under the terms of the Agreement, such Party is hereby authorized to do so. 

V.5. Unjustified delay in payment of the Price shall result in the application of a fine equivalent to two percent (2%) of the amount due and unpaid; and interest on late payment of one percent (1%) per month, with the calculation of the penalties provided for in this Section commencing on the day following the due date and ending on the date of effective payment.

V.6. In the absence of payment exceeding fifteen (15) days, the Services may be suspended, in whole or in part, such suspension not being considered for purposes of assessing the SLA and the SERVICE PROVIDER shall bear no liability for losses and damages in such case. 

VI. PRICE ADJUSTMENT

VI.1. The SERVICE PROVIDER shall notify the CLIENT within a minimum of thirty (30) days in advance of any update to the pricing table of Droz plans and product franchises, which shall be available to the customer on the website.

VI.2. In the case of agreements with a term longer than twelve (12) months, there shall be an adjustment based on the IPCA (Brazilian Consumer Price Index) on each anniversary of the Agreement. 

VI.3. Upon automatic renewal of the Agreement, prices may be adjusted in accordance with the IPCA index or the current pricing table, without obligation to execute a new amendment via Service Order. 

VII.  REPRESENTATIONS AND WARRANTIES OF THE PARTIES 

VII.1. The Parties represent that: 

(i) They  are properly organized and legally existing companies, possessing all rights, powers, and authorizations to execute the Agreement and  the capacity to perform, deliver, and discharge the obligations  
contained therein. 

(ii)They comply  and shall comply with all laws that are in any way related to the  performance of obligations established in the Agreement.

(iii)The execution violation of the Agreement does not result, nor shall result, in any of any law or agreement to which the Parties are subject; and 

(iv) There are no  agreements, obligations, understandings, or arrangements with any person that restrict or prohibit the Parties from performing the obligations contained in the Agreement.

VII.2. The SERVICE PROVIDER represents that:

(i) The  services to be provided under the Agreement are in accordance with those specified in the Service Order and are suited to the  objectives mentioned during negotiations.

(ii) It understands  services  the needs of the CLIENT and the reasons for engaging the that shall be the subject of the Agreement. 

(iii) It possesses  all copyrights relating to the systems that comprise the Solution, possessing the necessary powers to authorize its use by the CLIENT  Users and other

(iv) The services  provided for in the Agreement do not violate Brazilian law, and for  the development of activities, the SERVICE PROVIDER has not entered into any assignment or license agreement that could conflict with  the obligations assumed in the Agreement. 

(v) It shall make  best efforts to prevent viruses, malware, or similar issues from affecting the CLIENT’s network and its Users, taking all necessary measures to protect the Solution against such problems.

(vi) The services  shall be provided in conformity with the specifications, descriptions, and standards established in the Service Order.

VII.3. The CLIENT represents that: 

(i) It possesses all data and information necessary for the development of Solution in the terms presented in the Service Order.

(ii) It shall make  best efforts to prevent its employees, representatives, contractors, and other related parties from improperly altering, modifying, expanding or changing the characteristics of the Solution. 

(iii) It shall not use the Solution for purposes other than those agreed upon between the Parties and expressed in the Service Order, under penalty of  payment of losses and damages and consequential damages.

(iv) It shall not disclose functionalities, materials, or any other artifacts of the SERVICE PROVIDER and its products to third parties without the  express consent of the SERVICE PROVIDER.

(v) It shall  maintain updated the minimum hardware and software configuration necessary for the proper functioning of the Solution, as specified  in the Service Order. 

VIII.  DATA 

VIII.1. For purposes of this Section, the following are understood as: 

VIII.2. The data referred to herein as Other Data shall be owned by the Parties jointly, not to be confused with personal data of Users who are natural persons. Other Data, such as predictions, rankings, and other applications resulting from data may also be protected as intellectual property of the Parties.

VIII.3. Data provided by the CLIENT and by Users shall be used by the SERVICE PROVIDER and/or any company in the Economic Group (term defined below) of the SERVICE PROVIDER solely for the development of activities that are the subject of the Agreement, and it is understood that data generated by the Solution, being its property, may be used for other purposes, particularly for the creation of big data, which may be developed jointly with the CLIENT.

VIII.4.To be clear, companies that are part of the Economic Group of the SERVICE PROVIDER are understood to be the companies described in the link https://www.coaktion.com/nossas-empresas/

IX. CONFIDENTIALITY

IX.1. The Parties undertake to maintain confidentiality regarding information obtained as a result of the execution of the Agreement, governed by commercial ethics and good faith (“Confidential Information”).

IX.2. The following shall not be considered Confidential Information: information, data, materials, documents, technical or commercial specifications, innovations, or improvements that:

(i) At the time of disclosure by one of the Parties, are alreadydemonstrably known to the other Party, provided that such prior knowledge was obtained in a manner considered legitimate;

(ii) Are in the public domain;

(iii) Are the subject of written permission, respecting the limits and conditions set forth in the permission; or

(iv) Are requested by court order and/or public administration or whose disclosure is mandated by law, respecting the strict limits of the request or mandate.

IX.3. The commitments provided for in this Section are assumed on an irrevocable and irreversible basis and shall survive the termination of any commercial or other relationship existing between the Parties for a period of two (2) years.

X. DATA PROTECTION

X.1. In compliance with Law No. 13.709/2018 – General Law for Protection of Personal Data (“LGPD”), the Parties hereby declare and guarantee what is provided for in the Addendum to the LGPD, which is made available on our LGPD

XI. COMPLIANCE AND ANTI-CORRUPTION

XI.1. In the execution of the Agreement, it is prohibited to the Parties and/or their employees, subcontractors, representatives, managers, and related third parties:

(i) To promise, offer, or give, directly or indirectly, undue advantage to anyone;

(ii) To manipulate or defraud the economic and financial balance of the Agreement;

(iii) To defraud the Agreement in any manner; as well as to perform any actions or     omissions that constitute illegal or corrupt practice, in accordance     with Law No. 12.846/2013 (as amended), Decree No. 8.420/2015 (as amended), or any other applicable laws or regulations (“Anti-Corruption Laws”), even if not related to the present Agreement.

XII. INTELLECTUAL PROPERTY

XII.1. The CLIENT declares that it is aware that the software, trademarks, domain names, names, inventions, or any other creations protected by applicable intellectual property legislation, including industrial property and copyrights, which are used in the development of the Solution and in the provision of services that are the subject of the Agreement, are the exclusive property of the SERVICE PROVIDER, obligating itself not to use, on any pretext, the trademarks, designs, logos, signs, graphic characters, layout, symbols, commercial designations, websites, page headers, custom graphics, buttons, icons, scripts, among other creations and any elements belonging to, developed, or used by the SERVICE PROVIDER in the provision of its services. The content of the Solution or of applications related to the services of the SERVICE PROVIDER, as well as all information, registered trademarks, trade names, designations, data, texts, graphics, images, drawings, photographs, audio, videos, logos, icons, programs, databases, and files are the property of the SERVICE PROVIDER and are protected by laws and international treaties relating to copyrights, registered trademarks, patents, models, and industrial designs.

XII.2. This Agreement, except as expressly provided herein, shall not imply the granting by either Party to the other Party of authorization for the use of its Confidential Information, industrial property, or copyrights. There shall be, nor will there be, the assignment to the other Party of rights of possession, ownership, or dominion, or any other real property right over the information and assets of either Party.

XII.3. Except as otherwise agreed, all software, code, technical procedures, work methodologies, know-how, and other tools used by the SERVICE PROVIDER and/or its partner companies in the provision of services, even if eventually developed for the CLIENT, are the exclusive property of the SERVICE PROVIDER and are duly protected in accordance with the provisions of Article 2, paragraph 3, and following of Law No. 9.609/98, Article 7, XII, Articles 18, 19, and following of Law No. 9.610/98.

XIII. INDEMNIFICATION AND LIMITATION OF LIABILITY

XIII.1 Each of the Parties undertakes to hold harmless the other Party for any damage, loss, or liability in which this incurs as a result of: 

(i) Breach of the Agreement, or non-performance, non-compliance, defective performance, untimely performance, or partial performance of any obligation provided for in the Agreement; and/or

(ii) Any falsity, omission, violation, or inaccuracy in the representations and warranties provided; and/or

(iii) Violation of rights of third parties, guaranteed by law or regulation.

XIII.2 Without prejudice to other clauses of the Agreement, neither of the Parties shall be considered liable for indirect damages to third parties resulting from the Agreement, except if resulting from negligence or misconduct.

XIII.3 Any indemnification amounts owed by either Party to the other shall not exceed the value of the Agreement, with the exception of amounts due as a result of negligence and misconduct, or those related to the breach of the confidentiality obligation.

XIV. SLA

XIV.1. The SERVICE PROVIDER undertakes to provide the services in accordance with the SLA levels specified in the SLA Agreement, except in cases of force majeure or act of God, in accordance with Brazilian law, in which the service levels may be affected.

XIV.2. The following shall not be subject to calculation for purposes of SLA: the circumstances described in the Service Order.

XIV.3 The verification of any SLA failures shall be notified to the SERVICE PROVIDER, in accordance with what is provided for in the SLA Agreement.

XV. GENERAL PROVISIONS

XV.1. Entire Agreement; Amendments. The Agreement constitutes the entire agreement between the Parties, thus superseding all prior agreements, oral or written, with respect thereto. In this sense, neither Party shall be bound by any understanding or prior or current statement regarding the terms of the Agreement, and no alteration or modification of any provision of the Agreement shall be effective unless made in writing and signed by each of the Parties.

XV.2. Severability and Survival of Contractual Clauses. All provisions contained in the Agreement shall be interpreted in order to comply validly and effectively with the Applicable Law; however, should any provision contained herein be deemed prohibited or invalid under the Applicable Law, such provision shall be deemed ineffective to the exact extent of such prohibition or invalidity; it being understood that, in such case, this fact shall not affect the remaining terms of this provision or other provisions of the Agreement, unless the prohibited or invalid provision is so essential to the Agreement that it is presumed the Parties would not have executed this Agreement without such invalidated provision.

XV.3. Waiver. The failure of either Party at any time to enforce strict compliance with any provision of the Agreement shall not be interpreted as a waiver of its compliance in the future and shall not affect in any way its rights to require such compliance. Furthermore, a waiver by one Party of a violation of any provision of the Agreement shall not be considered or treated as a waiver of any subsequent violation of this provision or a waiver or novation of the provision itself, unless manifested in writing and signed by such Party.

XV.4. Binding Effect; Assignment. The Agreement is executed on an irrevocable and irreversible basis and shall bind and inure to the benefit of the Parties and their respective successors and assigns. Neither Party may, directly or otherwise, assign or transfer, to any third party, any of its rights and obligations under the Agreement without the prior written consent of the other Parties, except by the SERVICE PROVIDER, which may assign its rights and obligations under the Agreement to its affiliates.

XV.5. Taxes. Except as otherwise provided in the Agreement, each Party shall be responsible for the payment of any tax for which it is assigned the condition of taxpayer under Applicable Law. The Parties hereby authorize the performance of any withholdings of Taxes at the source that may be applicable to any payments due as a result of the execution of the Agreement.

XV.6. Communications. All notices or other communications relating to the Agreement (“Communications”) shall be made in writing and delivered to the addresses indicated in the Service Order.

XV.6.1. Communications may be delivered: (i) in person (with receipt confirmation); (ii) by registered mail; (iii) by courier services (with proof of delivery), using a reputable courier company; and, in association and as required; or (iv) by email (with email delivery confirmation).

XV.6.2. Communications shall be considered as received: (a) on the date specified in the delivery confirmation in the circumstances described in items (i), (ii), and (iii) above, and (b) on the date of sending confirmation or on the proof of receipt in the circumstance described in item (iv) above.

XV.6.3. In the event that the receipt date is not considered a business day, it shall be considered received on the immediately following business day.

XV.6.4. Either Party may change the address to which Communications should be sent by written notification to the other Parties in accordance with Section XV.6 above and shall take effect only after such notification is received by the interested parties. Should a Party fail to notify a change of address to the other Parties, all notifications sent to the former address shall be considered as duly delivered.

XV.7. Representatives of the Parties. The Parties declare that the persons indicated in the Service Order are duly authorized to represent the Parties in accordance with their respective corporate documents, with all powers and authorizations to execute the Agreement and assume the obligations established therein.

XV.8. The Parties undertake to observe, in the execution of the Agreement, the principles of integrity and good faith, present in its negotiation, execution, and performance.

XV.9. The Agreement is executed with strict observance of the principles indicated in the section above, not implying, in any case, an abuse of rights, on any ground.

XV.10. The Agreement is executed on an irrevocable and irreversible basis and shall be fulfilled by the signatories, producing effects in relation to them and their respective successors in any capacity, it being understood, however, that neither of the Parties may assign the rights and obligations provided for and arising from the Agreement without the prior written consent of the other Party.

XV.11. The CLIENT declares:

(i) That it was duly advised by professionals qualified to identify and understand the content of the Agreement’s clauses,

(ii) That it has read the Agreement, which constitutes all that it has engaged for,     having no doubt as to its clauses, which express its free will, and

(iii) That it knows the applicable legal rules.

XV.12. The Parties shall bear the expenses inherent to the procedures necessary to fulfill their respective obligations and to pay the professionals or companies hired by each, in accordance with what is provided in the Agreement.

XV.13. The Agreement does not constitute a bond between the Parties, whether of an associative or subordination nature, does not constitute the Parties a partnership or joint venture, and fully preserves their independence.

XV.14. The Parties agree and guarantee that they comply and shall comply with all laws, federal, state, or municipal, decrees, and regulations related to the subject matter of the Agreement.

XV.15. A Party may not associate its name with that of the other Party, except for advertising purposes, provided they are presented as client and service provider, with no implication, in any case, of the existence of an association between them.

XV.16. In case of conflict between what is provided in the General Terms and the Service Order, the Parties declare and guarantee, as of now, that what is provided in the Service Order shall prevail over what is provided in the General Terms.

XV.17. The Parties shall not be liable for the non-performance of obligations or damages resulting from force majeure or act of God, as provided in Article 393 of the Brazilian Civil Code, as these are considered reasons beyond the will of the Parties, in which case either Party may request contract termination.

XV.17.1. Should any circumstances occur that demonstrably justify the invocation of the existence of force majeure or act of God, the Party unable to perform its obligation shall give knowledge to the other, in writing and immediately, of the occurrence and its consequences.

XV.18. The Parties declare and guarantee that:

(i) They do not employ or use and undertake not to employ or use child labor in the performance of their corporate purpose; and do not contract or maintain relationships with other companies that provide them with services (partners, suppliers, and/or subcontractors) that employ, exploit, or in any manner use child labor, in accordance with the provisions of the Statute of the Child and Adolescent (“ECA”), Law No. 8.069/90, and other legal and/or regulatory rules in effect.

XV.19. The Agreement is executed on an irrevocable and irreversible basis, constituting valid and binding legal obligations between the Parties and their successors in any capacity, and being enforceable in accordance with its respective terms.

XV.20. Any subcontracting shall be agreed upon in terms and conditions identical to those contained in the Agreement, in which case the SERVICE PROVIDER shall be fully responsible for the activities of its subcontracted personnel, remaining entirely responsible for the due compliance with all duties and obligations arising from the Agreement. All costs, expenses, and damages linked to and/or resulting from any subcontracting shall be borne by the SERVICE PROVIDER.

XV.21 The clauses and conditions provided for in this Agreement, particularly the values of plans, franchises, and any services offered by the SERVICE PROVIDER, may be altered by means of prior communication of thirty (30) days, following the definitions of item XV.6.

XVI. APPLICABLE LAW AND DISPUTE RESOLUTION

XVI.1. Applicable Law. The Agreement shall be governed, interpreted, and performed in accordance with the laws of the Federative Republic of Brazil.

XVI.2. Friendly Resolution of Disputes. The Parties shall make their best efforts to resolve, in good faith, attending to their mutual interests, any controversy, conflict, question, doubt, or disagreement of any nature that may arise in relation to or as a result of the Agreement, its obligations, performance, or interpretation (including, without limitation, any matter regarding its existence, validity, interpretation, and performance) (“Dispute”).
For this purpose, either Party shall notify the others of its intention to initiate the procedure contemplated by this Section (“Dispute Notice”), and the Parties may, subsequently, should they have interest, meet to attempt to resolve such Dispute by means of friendly discussions and good faith. Should the Parties choose to negotiate previously, they shall do so within fifteen (15) days counted from the delivery of the Dispute Notice from one Party to the others. Should the Dispute not be resolved amicably, it shall be resolved by judicial means, as provided below.

XVI.3. Dispute Resolution. The Parties elect the Court of the Judicial District of São Paulo, state of São Paulo, as the sole court competent to settle any disputes, controversies, claims, or Disputes arising from or related to this Agreement, to the detriment of any other, however privileged it may be or may become.

XVI.4. Costs. With the exception of attorney’s fees, which shall be borne by each Party, all other expenses, costs, and fees related to dispute resolution shall be borne by either Party or both, as determined by the competent court.

XVII. DIGITAL SIGNATURE

XVII.1. The Parties fully accept that the signatures of the Agreement may be executed both physically and through Digital Signature Tools as provided in the terms of paragraph 2 of Article 10 of Constitutional Amendment No. 2.200-2/2001.

XVII.2. The Parties declare and guarantee that the signatures of the Parties, as well as the signatures of the two (2) witnesses on the Agreement, shall be considered as an original copy, thus constituting, consequently, documentary evidence and extrajudicial executive title, for all purposes and effects.

Versão documento: 2025.07.11

Document Version: 2025.07.11

2023.

Agreements executed until 04/07/2025

Agreements executed until 10/07/2025