TERMS AND CONDITIONS — APEXBRASIL SERVICES

The provision of services by ApexBrasil is subject to the provisions of the specific Offer and these General Terms and Conditions, which together establish, for all legal purposes, the “Contract” between ApexBrasil and CUSTOMER.

1. DEFINITIONS

1.1. “ApexBrasil”: Autonomous Social Service Brazilian Trade Promotion Agency, a non-profit legal person governed by private law, established in accordance with its Bylaws, pursuant to Law No. 10.668/03 and Decree No. 4.584/03, enrolled with the CNPJ under No. 05.507.500/0001-38, headquartered in Setor de Autarquias Norte (SAUN), Quadra 05, Lote C, Torre B, 12th to 18th floors at Centro Empresarial CNC, Brasília, Federal District CEP (zip code) 70040-250.

1.2. “ApexBrasil Offices”: ApexBrasil Units abroad.

1.3. “CUSTOMER”: service taker, represented by attorney(s)-at-law appointed as Legal Representative(s) for all purposes.

1.4. “Parties”: ApexBrasil and CUSTOMER.

1.5. “Party”: ApexBrasil or CUSTOMER.

1.6. “Offer”: Adhesion Form sent to the CUSTOMER, which contains a description of the services offered by ApexBrasil, place of its provision, plan, and schedule of the activities, values, payment method, and other general provisions accepted by the CUSTOMER.

1.7. “Services”: any service rendered by ApexBrasil listed below and specified in the Offer, which shall be performed according to the profile of each CUSTOMER and availability of ApexBrasil:

1.7.1. “Business Promotion”: customized activities of generation of opportunities for businesses and identification of strategic partnerships abroad for Brazilian companies, which can include prospective and trade missions, business rounds with business owners and investors, participation in domestic and foreign fairs, buyer project, among other business platforms, as well as prospecting initiatives of opportunities and trade contacts and/or trade promotion in CUSTOMER’S events.

1.7.1.1. “Buyer Project”: organization of the visit of foreign buyers and opinion makers to know about the Brazilian productive structure and the possibility to trade in Brazil.

1.7.1.2. “Missions”: developed with the objective of bringing Brazilian exporters closer to buyers or international investors through business rounds and/or business meetings abroad.

1.7.1.3. “Fairs”: participation in Booth and/or Brazilian Pavilion organized by ApexBrasil in domestic and/or foreign Fairs.

1.7.1.4. “Prospective activities of opportunities and trade contacts”: identification of potential trade contacts for the priority trade sectors appointed by the CUSTOMER; execution of contact through telephone, email, or letter with the identified representatives; elaboration of trade opportunities report; interlocution between the CUSTOMER and prospected contacts to facilitate trade opportunities; support to the CUSTOMER’S representatives in the execution of business agendas in the target market; market assistance in strategies of negotiation with the business community or the foreign importer.

1.7.1.5. “Trade promotion activities in events”: guidance and/or on-site assistance to the execution of trade promotion activities led and executed by the CUSTOMER, such as the execution of POS initiatives (tasting in points of sale) and seminars and related activities; guidance in the elaboration of trade brochures, flyers, suitability of promotional material to the specificities of the market and other related activities; market assistance to identify service providers needed to the execution of the activities; and market assistance for the elaboration of event calendars to be executed by the CUSTOMER.

1.7.2. “Trade Intelligence Services”: elaboration of studies or customized market research to the CUSTOMER that wishes to expand its operations to foreign markets, including, but not limited to, the target market analysis; logistical study; and market intelligence assistance.

1.7.2.1. “Target market analysis”: a study that consolidates strategic information about target countries, carried out from the analysis of the products and services of the CUSTOMER, commercial, macroeconomic and market variables.

1.7.2.2. “Logistical and distribution study”: study that aims to assist in the definition and implementation of the logistics and distribution strategy of the CUSTOMER that seeks to expand or improve the transportation or storage of its products in the target market.

1.7.2.3. “Assistance on market intelligence”: technical advice in the identification of potential vendors, in the processes of procurement, and monitoring of the execution of market studies.

1.7.3. “Mentoring”: it consists of immersion and access to international mentoring of startups or Brazilian companies in ApexBrasil Offices abroad.

1.7.4. “Internationalization Program of Companies” is a set of technical solutions aiming to support companies that are planning to increase exports through expansion projects of their international operations. The principal technical solutions are, among others: (i) Seminars on strategic markets; (ii) Training in internationalization (on-site and distance); (iii) Internationalization missions; (iv) Local support for installation abroad (ApexBrasil offices, SECOM, and investment attraction agencies); and (v) Customized attendance (coaching in internationalization).

1.7.4.1. “Customized Attendance — Internationalization Program of Companies” includes the following activities, among others: (i) Analysis for verification of the company's readiness to perform the expansion of its international operations; (ii) Activities related to the development of competencies needed to execute the expansion project of the international operations; and Specific market activities toward the construction of the International Expansion Plan.

1.7.5. “Basic Guidelines”: selection and provision of the data package and useful information to the company, followed by clarifying sessions on data (distance or on-site).

1.8. “Schedule of the activities” means the period of beginning and end of the activities provided in the Offer.

1.9. “Value of the services” means the price to be paid by the CUSTOMER as provided for in the Offer. The services without costs to the CUSTOMER are also ruled by these Terms and Conditions where applicable.

2. APEXBRASIL’S RESPONSIBILITIES

2.1. ApexBrasil reserves the right to confirm or refuse the provision of service to the CUSTOMER based on criteria such as sector adequacy, trade experience, export maturity, in compliance with its institutional mission, and the policies of export and investment promotions.

2.2. In addition to the determinations of the law, ApexBrasil assumes the obligation to provide services defined by it in the Offer, as well as to maintain, under its exclusive responsibility, the human resources required to complete the effective execution.

2.3. When needed, ApexBrasil can subcontract the services contracted by the CUSTOMER.

3. CUSTOMER'S RESPONSIBILITIES

3.1. To accomplish the adhesion, the CUSTOMER shall fill and sign the Offer jointly with two (02) witnesses.

3.2. Besides the obligations established by law, CUSTOMER undertakes to provide to ApexBrasil the elements and essential information to the execution of the services described in the Offer; comply fully with the agenda defined in the Offer; and perform the payment provided in the Offer in the term appointed by ApexBrasil.

3.3. The CUSTOMER is the only and exclusive responsible for all information forwarded to ApexBrasil, as well as the validation of data requested by ApexBrasil in the elaboration of the Offer.

3.4. The CUSTOMER is responsible for searching appropriate insurance coverage for the activities provided for in the provision of services by ApexBrasil. The CUSTOMER is liable for the damages to third parties and ApexBrasil that could be arising from, directly or indirectly, its representatives during the execution of the service.

3.5. The CUSTOMER shall comply with all guidance from ApexBrasil, the legislation of the country where the service will be carried out, handbooks, and instructions provided, assuming responsibility for all activity practiced against those instructions and/or legal provisions.

3.6. The CUSTOMER is responsible for procedures and costs of remittance of samples and customs clearance, as well as transportation of its representatives, visas, accommodations, food, and other costs not covered by the Offer, where applicable.

3.7. Except in cases where ApexBrasil makes subcontracting, the CUSTOMER is exclusively responsible for choosing, trading, contracting, and performing payments to contracted third parties, even if these vendors had been appointed by ApexBrasil, and ApexBrasil is not, directly or indirectly, responsible for any imperfections, failures or nonperformance of these third parties.

3.8. In the event of completion of the Offer by a representative entity of the sector, it shall be responsible for compliance with these Terms and Conditions by the companies that will benefit from the contracted services.

3.9. The CUSTOMER shall complete and deliver the assessment forms provided for ApexBrasil after the rendering of services.

3.10. The CUSTOMER authorizes ApexBrasil to have access to its data related to the operations of foreign trade before the Foreign Trade Secretariat - SECEX, for the period of thirty-six (36) months as of the date of this consent, and to the previous data for the same period, which shall be exclusively used for planning ApexBrasil’s trade promotion activities, as well as to consolidate information for the purposes of studies and analyses whose disclosing is only in an aggregated way. ApexBrasil will maintain all obtained information from the CUSTOMER in absolute confidentiality, under penalty to be civil and criminally liable for any disclosure that can prejudice the CUSTOMER.

4. PLACE OF THE PROVISION OF SERVICES

4.1. The services may be provided in Brazil or abroad as described in the Offer.

5. DISCLAIMER OF WARRANTY AND LIABILITY

5.1. Despite ApexBrasil using all efforts to ensure the high quality and accuracy of the rendered services, ApexBrasil does not offer any warranties, expressed or implicit, regarding the implementation of business and expressly dismisses all warranties, including trading or reaching of any specific goal. In no circumstance will ApexBrasil be responsible for any direct, special, incidental, or consequential losses (including, but no limited to, prejudices for loss of profits, interruption of trade activities, loss of business information, or other losses of pecuniary aspect), directly or indirectly arising from the rendering of services described in the Offer, or depending on them. ApexBrasil does not ensure the closing of the businesses by the CUSTOMER.

5.2. If the legislation does not allow the exclusion or limitation of the responsibility for consequential or incidental losses as agreed by the Parties in the clause above, ApexBrasil’s responsibility duly assessed in a lawsuit could not, in any case, exceed the amount paid by the CUSTOMER to ApexBrasil.

5.3. Each Party, particularly and exclusively, undertakes to comply with the respective contractual, labor, social, social security, insurance, fiscal and tax liabilities under the law in force, including if arising from the lawsuit or administrative representation, related to its respective employees, managers, and/or agents possibly involved in the execution of the contracted services.

5.4. There will not be any employment relationship in any event between ApexBrasil and the CUSTOMER’S professionals, as well as between ApexBrasil’s employees and the CUSTOMER, and each Party will be exclusively held accountable for any employment claim filed against them.

6. ANTI-CORRUPTION AND CODE OF ETHICS

6.1. The CUSTOMER, by itself and its managers, officers, employees, agents, owners, and shareholders acting on its behalf, states in this Term that it is aware and agrees in full with the terms of the Code of Ethics of ApexBrasil, available at www.apexbrasil.com.br, as well as undertakes to comply with them during all the contractual execution.

6.2. For the purposes of this Clause, the CUSTOMER also ensures that it did not breach, does not breach and will not breach any Brazilian and international legal provision about anti-corruption or corporate honesty; and the CUSTOMER is aware that any activity that breaches said legislation is prohibited, and it is subject to the penalties of the law and contractual termination.

7. PAYMENT

7.1. When the payment is agreed, the CUSTOMER shall make it within the term as determined by ApexBrasil in compliance with the following conditions:

7.1.1. The CUSTOMER shall perform the payment, and any third parties are prohibited to perform it.

7.1.2. The CUSTOMER will be responsible for the correct payment/withholding of all taxes that may be collected or fixed based on the amounts due by the CUSTOMER to ApexBrasil.

7.1.3. Failure to comply with the payment within the period established by ApexBrasil may result in the loss of the right of the CUSTOMER to receive the service.

7.1.4. If the CUSTOMER does not perform the payment of the bank voucher within the term established by ApexBrasil, the amount due will be increased by a fine of 2% on the value of the services and monetary adjustment of 1% per month.

7.2. The value of the services refers exclusively to the services specified in the Offer, and any qualitative or quantitative change thereof will imply the addition of values, which shall be paid by the CUSTOMER in accordance with a new Offer to be submitted by ApexBrasil and accepted by CUSTOMER, according to clause 15.1, subject to these Terms and Conditions.

8. INTELLECTUAL PROPERTY AND IMAGE RIGHTS

8.1. All content or material prepared/produced by ApexBrasil and made available to CUSTOMER constitutes an intellectual property right (moral and property) of ApexBrasil unless the service implies a different provision that must be expressly included in the Offer.

8.2. The CUSTOMER assigns to ApexBrasil the image rights of photos, filming, and interviews carried out during the execution of the contracted services. The images may be used institutionally in events organized, supported, and/or sponsored by ApexBrasil and in the communication pieces of ApexBrasil.

8.3. The CUSTOMER guarantees to ApexBrasil that it is the legitimate holder of the intellectual property rights assigned and transferred to ApexBrasil hereby, as well as obtained the assignment of the property rights of the professionals and personnel involved in the execution of the object, which is transferred to ApexBrasil free of any liens.

8.4. The CUSTOMER is responsible for ensuring the intellectual property rights related to its business, as well as for respecting the intellectual property rights belonging to third parties, being legally and financially responsible for all violations of these rights and for any losses arising from non-compliance with this clause.

8.5. ApexBrasil is authorized to use the CUSTOMER logo in institutional presentations, website, publications, management reports, and any other documents produced for the purpose of informing the activities taken and customers served by ApexBrasil or necessary for the perfect execution of the service. The use of the logo for other purposes may only be given with the express prior authorization of the CUSTOMER.

8.6. The CUSTOMER is responsible for obtaining prior formal authorization from ApexBrasil for the use of the Agency logo in its disclosures. The CUSTOMER will not make any statements to the press and the media in general regarding the object of this contract, without the prior agreement of ApexBrasil.

9. CONFIDENTIALITY

9.1. Confidential information is considered to be any data or information that is confidential to the disclosing Party and that is not known to the general public, whether in tangible or intangible form, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results related to commercial activities of such Party, its branches, subsidiaries and/or affiliates; (ii) plans for products or services and lists of customers and/or suppliers; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, projects, development tools, specifications, software, source code, flowcharts, databases; and (v) any other information identified as confidential by the disclosing party.

9.2. The Parties undertake and assume to:

a) Use the confidential information disclosed to it exclusively for the purposes of performing the services described in the Offer, always maintaining strict confidentiality about such information; and

b) Take all necessary measures to protect the confidential information to which they have access by virtue of this instrument in the same way as they take in the handling and use of their own confidential information.

9.3. It is not considered secret and/or confidential the information that:

a) Has already been published or is otherwise available to the public at the time that the Party has access to it;

b) Is subsequently disclosed to the Party by a third party who has no commitment to confidentiality;

c) Is subsequently published or made available to the public by means that do not give rise to the breach of this contract; or

d) Is subsequently disclosed to third parties without any duty of confidence.

9.4. If the Party is requested to disclose (through questioning, interrogation, request for information or documents, civil investigation, or any type of judicial and/or administrative request) all or part of the Confidential Information received, it must immediately notify the disclosing Party, so that it can adopt the appropriate protective measures in relation to such Confidential Information. If the disclosing Party does not obtain any protective measure by the day before the deadline for disclosure of the Confidential Information, the receiving Party may make the disclosure, to the extent strictly necessary to comply with such order and will request confidential treatment.

10. EFFECTIVENESS DATE

10.1. The Contracting shall become effective on the date of acceptance of the Offer by the CUSTOMER for the period established in the Offer.

10.2. The effectiveness of the Contract will terminate after the conclusion of all rights and obligations of the Parties, unless there is a hypothesis of termination as provided for in clause 12 of these Terms and Conditions and may be extended by written agreement of the Parties.

10.3. The obligations regarding intellectual property (clause 8) and confidentiality (clause 9) remain even after the termination of the effectiveness of the Contract.

11. CANCELLATION OR POSTPONEMENT

11.1. The cancellation, by the CUSTOMER, of the contracted object shall be notified immediately in writing to ApexBrasil.

11.2. The cancellation by the CUSTOMER, when applicable the payment for the participation, will result in the withholding of the amount paid or the collection of the percentage defined below:

11.3. In services that do not involve payment by the CUSTOMER, in case of cancellation on its initiative, ApexBrasil will be reimbursed for the expenses incurred and duly proven.

11.4. If there is a need for ApexBrasil to change dates, locations, or other aspects related to the contracted object, as well as to cancel the service, for any reason, ApexBrasil will notify the CUSTOMER immediately regarding the changes or cancellation, not being responsible for possible damages or losses of the CUSTOMER that may be caused.

11.5. Failure to notify the cancellation provided for in item 11.1, in addition to implying retention/collection of 100% of the value of the Offer, will result in the application of penalties related to unilateral termination by ApexBrasil provided for in item 12.2.

12. UNILATERAL TERMINATION

12.1. Reasons for unilateral termination by ApexBrasil are the total or partial contractual non-performance by the CUSTOMER.

12.2. In the event of termination for lack of the CUSTOMER, it is subject to a fine of 20% on the value of the contracted service, plus attorney's fees in the amount of 10% on the same amount (when the service is remunerated and there is extrajudicial and/or judicial collection), without prejudice to the reimbursement to ApexBrasil of all duly proven expenses incurred up to the time of termination, as well as losses and damages, if applicable. ApexBrasil also reserves the right to exclude the CUSTOMER from any events promoted or supported by it in the period of six (06) months.

13. ACTS OF GOD AND FORCE MAJEURE

13.1. ApexBrasil shall not be responsible or declared in default for any delay or failure in performance, or interruption in the delivery of the services described in the Offer, which result directly or indirectly from cause or circumstance that exceeds a reasonable form of control, including, but not limited to, failures of electronic or mechanical equipment, or of communication lines, telephone, or other intercom problems, computer viruses, unauthorized access, theft, operator errors, bad weather, earthquakes, or natural disasters, strikes or other labor problems, wars or government restrictions.

14. ACCEPTANCE

14.1. The Parties accept that these Terms and Conditions prevail in the event of any conflict or inconsistency with another written or verbal statement between the Parties, and no agent of ApexBrasil has the authority to amend the terms and conditions set forth or make any promise on its behalf.

15. AMENDMENTS

15.1. Any changes in the conditions of execution and/or supply provided for in the Offer, including spreadsheets and appendixes, shall be resolved by mutual agreement and in writing by the Parties.

15.2. ApexBrasil reserves the right to modify at any time, unilaterally and without prior notice, these Terms and Conditions, for normative reasons or to reflect changes in its performance strategy.

16. COMMUNICATION

16.1. All communications, notifications, requests, and approvals required by these Terms and Conditions shall be in writing and shall be forwarded to the addresses informed in the Offer.

16.2. The Parties shall communicate any change in data contained in the Offer.

16.3. Communications and notifications will be considered made when:

16.3.1.1. delivered by corporate email of the agents indicated in the Offer;

16.3.1.2. delivered personally to the opposing party, with receipt protocol; and

16.3.1.3. sent by post with acknowledgment of receipt.

16.4. Communications, notifications, requests, and approvals shall be deemed to have been received on the date of remittance, if sent by electronic mail (or the next business day if sent after the end of the recipient's business hours), or on the date of the protocol of the Party or post mail.

17. SOCIAL RESPONSIBILITY AND ENVIRONMENT

17.1. The Parties undertake not to exploit any form of child labor and forced or slave-like labor and to avoid, in any way, the contracting and/or acquisition of products and/or services from individual or legal persons that exploit, directly or indirectly, child labor and forced labor or slave-like labor in any location.

17.2. The Parties undertake to adopt appropriate measures to prevent, combat, and reduce the environmental impacts that activities developed under this Contract may produce, such as the use of innovations that reduce the pressure on natural resources and materials that allow the increase of the useful life and the reduction of the costs of maintenance of the goods and services offered; and the efficient management of natural resources such as water and energy used.

17.3. The Parties undertake to adopt appropriate measures to prevent, combat, and reduce the negative social impacts that activities developed under this Contract may produce, opting, whenever possible, for the use of materials, technologies, raw materials, and labor of local origin.

18. GENERAL PROVISIONS

18.1. No Waiver. Any omission or tolerance, by any of the Parties, in requiring strict compliance with the Contract, or in the exercise of the prerogatives arising therefrom, shall be considered mere liberality, not constituting a precedent, novation, modification or waiver of the right provided for in the Law or in the agreement in the adjustment, under any hypothesis or pretext, nor shall it affect the right of the Party to exercise it at any time.

18.2. Administrative Solution. The Parties undertake and obligate to use their best efforts to administratively resolve any issues, pending issues or controversies arising from this instrument, prevailing for all purposes and effects of law its real intentions.

18.3. Legal Representation. The Parties ensure that they have full powers and competencies to sign and execute the Contract, and that the signatory(ies) of the Offer has(have) powers to represent them.

18.4. Severability. These Terms and Conditions exclude any legal provisions that may be ruled out by agreement between the Parties. If any of the provisions of these Terms and Conditions is, for any reason, devoid of the possibility of execution, the others will remain in full force and effect. The Parties undertake to replace it with a valid and enforceable provision, appropriate, as far as possible, with the original intention of the Parties.

18.5. Omissions. The omitted cases will be resolved in the light of the general theory of contracts and the Civil Code.

18.6. Entire Agreement. This Contract and any other terms referred to therein constitute the entire agreement between the Parties, superseding all prior or contemporaneous agreements, discussions, communications, representations, warranties, announcements, or understandings. This Agreement constitutes an extrajudicial enforcement order under the terms of the civil legislation in force.

19. LEGISLATION AND VENUE

19.1. These Terms and Conditions are governed by the legal and regulatory rules of the Federative Republic of Brazil.

19.2. It is established the venue of Brasília, Federal District, to resolve any doubts or controversies arising from the contract, which cannot be resolved amicably, to the exclusion of any other, however more privileged it may be.