These terms are effective as of May 1, 2023.

These Terms of Use and General Conditions of Einship Services (“Terms of Use”) are intended to regulate the relationship between EINSHIP TECNOLOGIA LTDA., an institution registered under CNPJ No. 36.739.162/0001-93 (“EINSHIP”), and the individual and/or legal entity, whether an EINSHIP client or a non-client user of EINSHIP platforms (“User”), regarding the use of the modules within the EINSHIP environment. These are available in the exclusive logged-in environment for Clients, on the open platform (mobile app or website) for users of free services, and/or any other digital means to be provided by EINSHIP in Logged Environments or otherwise, at its discretion (Logged Environment, Inter Open Platform, and other means, when together, shall hereinafter be referred to as “Digital Media”).

Users who are clients of the EINSHIP platform services shall hereinafter be referred simply as “Clients.”

In consideration of the mutual promises and covenants contained in these Terms, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 Affiliates means any corporation, partnership, or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by, or is under common control with a Party. For the purposes of this definition, “control” means direct ownership of the majority of the outstanding voting securities of an entity. 1.2 Confidential Information has the meaning assigned to it in Clause 4.1. 1.3 Customer Data means all Data provided by the Client or its Users to Einship in connection with the provision of the Services. 1.4 Data means text, images, materials, photos, audio, video, and all other forms of data or communication. 1.5 Documentation means user guides, operating manuals, educational materials, product descriptions and specifications, technical manuals, support materials, and other information related to the Subscription Service or used in conjunction with the Services, whether distributed in print, magnetic, electronic, or video format, in effect from time to time. 1.6 Feedback means any feedback and reports provided by a Client regarding any errors, problems, or defects, or suggestions for changes and improvements to the Subscription Service. 1.7 Permitted Business means the use of the Subscription Service, Services, and Output in conjunction with the development, deployment, and management of business processes related to the Client's core business functions, including access to such applications by customers, suppliers, carriers, and other third parties in the normal course of the Client's business, but excluding any use of the Subscription Service, Services, and Output to provide services in the nature of a service bureau, commercial hosting, or commercial information technology services to third parties, or to resell or distribute to third parties other than Users any of the Client’s services or applications derived from or developed from the Subscription Service, Services, or Output, including, but not limited to, in a manner that is reasonably likely to be competitive with or erode the value of Einship’s services and products. 1.8 Commercial Proposal means each Einship Commercial Proposal, order schedule, statement of work, or similar ordering document signed by duly authorized representatives of both Parties that references these Terms, identifies the specific Services requested by the Client from Einship, sets forth the prices for the Services, and contains other applicable terms and conditions. 1.9 Output (or Result) means different business intelligence results generated by the Subscription Service from Customer Data and other Data (including Source Data and aggregated and anonymous Data derived from data provided by or on behalf of other users of the Subscription Services) regarding the logistical operations of the Client and its Affiliates, including, but not limited to, tracking, statistics, movement, and processing. 1.10 Einship Data means all Data made available by Einship to the Client in connection with the Client’s use of the Services. 1.11 Professional Services means the configuration, implementation, training, consulting, and/or customized services to be provided by Einship. All Professional Services shall be established and described in a Commercial Proposal. 1.12 Services means the Subscription Service and any Professional Services provided by Einship in accordance with Clause 2.1 herein. 1.13 Service Level Terms (SLA) means Einship’s service level commitment regarding the Subscription Service. 1.14 Extracted Data means any data, information, and inputs that may be obtained and collected through the use of third-party devices, applications, and the like (including, but not limited to, telematics/ELD providers, carriers, and transportation providers), whose data provision to Einship is a prerequisite for the provision of Services based on such Extracted Data. 1.15 Subscription Service or Einship Platform means Einship’s proprietary subscription-based software solution for importers, exporters, and logistics service providers established and described in the applicable Commercial Proposal and all new versions, updates, revisions, improvements, and modifications of the foregoing, which Einship makes available to the Client under this instrument. 1.16 Technical Support means Einship’s technical support services for the Subscription Service. 1.17 Third-Party Applications means online, web-based applications or services and offline software products that are provided by third parties and interoperate with the Subscription Service. 1.18 Users means individuals authorized by the Client to use the Services and, regarding the Subscription Service, to whom passwords have been provided by the Client (or by Einship at the Client’s request). Users consist of any employee of the Client or its Affiliates and any independent contractor of the Client or its Affiliates. 1.19 Work Product means any deliverables, content, reports, analyses, or documentation developed by Einship for the exclusive use of the Client and delivered to the Client in the performance of any Professional Services.

2. SERVICES

2.1 Services. Einship will provide the Client with the specific services specified in a Commercial Proposal. Any conflict between the terms and conditions set forth in these Terms and any Commercial Proposal shall be resolved in favor of the Commercial Proposal. The Client agrees that purchases under this instrument are not contingent upon the delivery of any future functionality or features, nor are they dependent on any oral or written comments made by Einship regarding future functionality or features.

2.2 License Grant. Subject to the terms and conditions of these Terms, and in consideration of the payment of the fees set forth in the applicable Commercial Proposal, Einship grants the Client, exclusively during the term of the applicable Commercial Proposal, a non-exclusive and non-transferable license (except as set forth in Clause 10.2) to access and use the Subscription Service solely for the Client's Permitted Business. This license is restricted to use by the Client and its Users and does not include the right to use the Subscription Service on behalf of third parties, except as described in any applicable Commercial Proposal. The Client is responsible for acquiring and maintaining the network connections that connect the Client to the Subscription Service. The Client agrees: (a) that only authorized Users are permitted to use the Subscription Service; (b) that it is responsible for the actions or failures of authorized Users to act in connection with the activities contemplated in these Terms; (c) to take all commercially reasonable steps to protect the Subscription Service and Documentation from unauthorized use and/or access, and (d) to attribute the Services on the Client's marketing materials, websites, and user interfaces related to any transportation management system, displaying that such services are “Powered by Einship®”.

2.3 Licensed Volume. The Client acknowledges that access to and use of the Subscription Service are licensed to the Client for use up to the number of shipping transactions purchased by the Client and established and described in the applicable Commercial Proposal (the "Volume Limitations"). In the event that the Subscription Service is used in excess of the Volume Limitations, the Client shall be required to pay Einship for the number of shipping transactions in excess of such Volume Limitations at the rates set forth in the Commercial Proposal.

2.4 Affiliates Not Covered by Direct Commercial Proposal. Subject to the terms of the Commercial Proposal and these Terms, the Client may make the Subscription Service available to its Affiliates, provided that (a) all licensing restrictions are complied with in each instance by each Affiliate, and (b) such Affiliates are bound by obligations protecting Einship equal to these Terms for the benefit of Einship. The Client shall be responsible for any breach of the terms and conditions of these Terms by any of its Affiliates – except when the Affiliate has signed its own Commercial Proposal with Einship for the Services in accordance with Clause 2.5.

2.5 Affiliates Covered by Direct Commercial Proposal. In addition to Clause 2.4, Client's Affiliates may purchase Services subject to the terms and conditions of these Terms by signing Commercial Proposals directly with Einship. Each Commercial Proposal signed by an Affiliate under this instrument shall incorporate the terms of these Terms by reference and shall be considered a two-party Agreement between Einship and such Affiliate. Each Affiliate that signs a Commercial Proposal shall be solely responsible for its obligations under such Commercial Proposal, as well as for the obligations to be performed under these Terms and the liabilities arising from these Terms as if it were the named party instead of the Client. The Client shall have no obligations or liabilities regarding such Commercial Proposal signed by its Affiliate, and Einship shall look exclusively to the Affiliate that signs such Commercial Proposal.

2.6 Third-Party Applications. The Subscription Service may interact with and access Client and third-party applications and related information used by the Client in connection with the Subscription Service, including access to Customer Data and Customer Data sources. The Client shall make any Third-Party Applications, data sources, Customer Data, and information available to Einship and the Subscription Service as necessary to use the Subscription Service as contemplated in these Terms, including, without limitation, obtaining all necessary access and credentials. The Client shall be solely responsible for ensuring compliance with third-party terms of use, privacy policies, and contractual obligations when making such Third-Party Applications, data sources, Customer Data, and information available to Einship.

3. FEES; PAYMENT CONDITIONS

3.1 Amounts. The Client agrees to pay Einship for the Services provided and expenses incurred in accordance with the amounts specified in each Commercial Proposal. Unless otherwise provided in the Commercial Proposal, payment shall be made in accordance with the payment terms indicated in each Commercial Proposal. The Client agrees to pay a late fee of 1.5% (one and a half percent) per month (or part of a month), or the maximum legal rate permitted by applicable law, whichever is lower, for all amounts not subject to a good faith dispute and not paid when due. In addition to paying the applicable fees, the Client shall also pay all reasonable travel expenses and disbursements incurred by Einship in connection with any Services provided, provided that the Client has pre-approved such travel and expenses in writing in advance.

3.2 Data Charges; Taxes. The Amounts do not include taxes and charges imposed by third parties for Extracted Data. The Client shall be responsible for the payment of all such data charges, as well as all sales, use, and similar taxes arising from or related to the Services provided under this instrument, except for taxes related to Einship’s net income and any taxes or obligations imposed on Einship under federal, state, and local wage laws.

4. CONFIDENTIALITY

4.1 Confidential Information. During the term of these Terms, each Party shall consider as confidential any information provided to it by the other Party and designated in writing as proprietary or confidential (“Confidential Information”). Confidential Information shall also include information that, to a reasonable person familiar with the disclosing Party's business and the industry in which it operates, is of a confidential or proprietary nature, including, without limitation, account credentials, Output, and asset identifiers. The receiving Party shall keep secret and not disclose (or allow or permit its employees to disclose) any Confidential Information to any person or entity, except to a director, officer, employee, external consultant, or advisor (collectively, "Representatives") who have a need to know such Confidential Information in the performance of their duties for the receiving Party and who are bound by a duty of confidentiality no less protective of the disclosing Party's Confidential Information than these Terms. The receiving Party and its Representatives must use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for their own benefit or the benefit of another without the disclosing Party's prior written consent. Each Party accepts responsibility for the actions of its Representatives and must protect the other Party's Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. The Parties expressly agree that the terms and pricing of these Terms are Confidential Information, and the Client further agrees that it will not use the Services for the purposes of performing comparative analysis, evaluations, or product benchmarks regarding the Services and will not publicly publish any analysis or reviews of the Services without Einship’s prior written approval. A receiving Party shall immediately notify the disclosing Party upon becoming aware of a breach or threat of breach under this instrument and shall cooperate with any reasonable request from the disclosing Party in the enforcement of its rights.

4.2 Exclusions. Information shall not be considered Confidential Information under this instrument if such information: (i) was known prior to receipt from the disclosing Party, without any obligation of confidentiality; (ii) becomes known to the receiving Party directly or indirectly from a source that does not have an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise publicly available, except through a breach of these Terms; or (iv) is independently developed by the receiving Party without the use of the disclosing Party's Confidential Information. The receiving Party may disclose Confidential Information in accordance with the requirements of applicable law, legal process, or government regulation, provided that it gives the disclosing Party reasonable prior written notice to allow the disclosing Party to contest such disclosure, and such disclosure is limited to the required disclosure.

4.3 Injunctive Relief. Notwithstanding any other provision of these Terms, both Parties acknowledge that any use of the disclosing Party's Confidential Information in a manner inconsistent with the provisions of these Terms may cause the disclosing Party irreparable and immediate harm for which remedies other than injunctive relief may be inadequate. Therefore, both Parties agree that, in addition to any other remedy to which the disclosing Party may be entitled under this instrument, by law or equity, the disclosing Party shall be entitled to injunctive relief or injunctive reliefs (without the posting of any bond and without proof of actual damages) to restrain such use in addition to other appropriate remedies available under applicable law.

5. WARRANTIES

5.1 Subscription Service Warranty. Einship warrants that during the term of any Commercial Proposal for the Subscription Service (i) the Subscription Service will conform, in all material respects, to the Documentation, (ii) Einship will provide the Subscription Service in accordance with the Service Level Terms, and (iii) all related Technical Support will be provided in a competent and professional manner. Einship does not warrant that it will be able to correct all reported defects or that the use of the Subscription Service will be uninterrupted or error-free. Einship makes no warranty regarding features or services provided by third parties and Einship does not warrant the uninterrupted availability of Extracted Data. In the event of any breach of the above warranty, Einship will provide, at no additional cost to the Client, the repair services necessary to enable the Subscription Service to comply with the warranty. The Client will provide Einship with a reasonable opportunity to remedy any breach and reasonable assistance in correcting any defects. This warranty shall only apply if the Subscription Service has been used by the Client in accordance with the Commercial Proposal and these Terms.

5.2 Professional Services Warranty. Einship warrants that any Professional Services provided under this instrument will be performed in a competent and professional manner and in accordance with any specifications set forth in the Commercial Proposal in all material respects. Einship further warrants that any Work Product provided in accordance with any Professional Services engagement shall comply, in all material respects, with the specifications set forth in the applicable Commercial Proposal. If the Services are not performed as warranted or the Work Product does not conform in that regard, then, upon written request from the Client, Einship shall promptly re-perform, or cause to be re-performed, such Professional Services at no additional cost to the Client. Such warranties and other obligations shall survive for thirty (30) days after the completion of the Professional Services or the delivery of each applicable part of the Work Product, as the case may be.

5.3 No Other Warranties. Einship DOES NOT REPRESENT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE SERVICES WILL MEET THE CLIENT'S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICES WILL BE CORRECTED. THE WARRANTIES STATED IN CLAUSE 5 ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY Einship. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. LIMITATION OF LIABILITY

6.1 Exclusion of Consequential Damages. Neither Party shall be liable to the other or any third party for lost profits or for any special, indirect, incidental, consequential, or exemplary damages (including, without limitation, damages for loss of business profits, loss of goodwill, business interruption, loss of business information and/or data) in connection with the performance of the Services, or the fulfillment of any other obligations under these Terms, even if aware of the possibility of such damages.

6.2 Limitation of Liability. A Party's total cumulative liability to the other Party for any and all claims and damages under these Terms, whether arising from statute, contract, tort, or otherwise, shall not exceed the Service fees paid or payable by the Client to Einship under the Commercial Proposal for the Services forming the subject of the claim during the twelve (12) month period immediately preceding the event giving rise to the claim. The above limitations of liability do not apply to: (i) breach by either Party of its confidentiality obligations in Clause 4 (Confidentiality); (ii) a Party's indemnification obligations in the Terms; (iii) fraud, gross negligence, or willful misconduct by either Party, or (iv) unauthorized loss, corruption, or destruction, disclosure, or access to Customer Data caused by Einship’s failure to observe or comply with its obligations under this instrument (collectively, the "Excluded Claims"). Notwithstanding the foregoing, each Party's total and cumulative liability under this instrument regarding Excluded Claims (except willful misconduct which shall not be limited) shall not exceed BRL 100,000. The provisions of these Terms allocate risks between the Parties. The price set forth in each Commercial Proposal reflects this allocation of risk and the limitation of liability specified herein.

7. TERM

7.1 Term. These Terms shall commence on the Effective Date and continue in effect until otherwise terminated in accordance with Clause 7.2 below. The term of each Commercial Proposal for the Subscription Service shall be established in the Commercial Proposal. All prices must be fixed for the initial term of the Commercial Proposal. Subsequently, once per twelve (12) month period, Einship may change its Fees with at least thirty (30) days prior written notice to take effect at the beginning of the next renewal term.

7.2 Termination. Notwithstanding the foregoing, either Party may terminate these Terms or any Commercial Proposal (i) immediately in the event of a material breach of these Terms or any Commercial Proposal by the other Party that is not cured within thirty (30) days of written notice from the other Party, or (ii) immediately if the other Party ceases to do business or is the subject of a voluntary or involuntary bankruptcy, insolvency, or similar proceeding, which is not dismissed within sixty (60) days of filing. The termination of a Commercial Proposal shall not be considered a termination of these Terms. The termination of these Terms shall, however, terminate all outstanding Commercial Proposals. Either Party may also terminate these Terms upon at least thirty (30) days' prior written notice to the other Party for any reason, if at that time there are no currently outstanding Commercial Proposals in effect. All rights and obligations of the Parties that, by their nature, are reasonably intended to survive such termination or expiration shall survive the termination or expiration of these Terms and each Commercial Proposal.

7.3 Effect of Termination. Upon any termination or expiration of these Terms or any applicable Commercial Proposal, Einship will no longer provide the applicable Services to the Client and the Client shall immediately cease and cause its Users to immediately cease using the Services. The Client shall pay Einship all amounts accrued prior to the date of termination. Except as expressly provided herein, the termination of these Terms by either party shall be a non-exclusive remedy for the breach and without prejudice to any other right or remedy of such party. If the Commercial Proposal is terminated for any reason other than termination as a result of Einship’s material breach, Einship shall be entitled to all Fees due under the applicable Commercial Proposal for the entire unexpired portion of the term of such Commercial Proposal. If the Commercial Proposal is terminated as a result of Einship’s material breach, the Client shall be entitled to a refund of the pro rata portion of any pre-paid unused subscription fees or any other pre-paid unused fees paid by the Client to Einship under these Terms. Upon termination of these Terms, each party shall immediately return or destroy all Confidential Information of the other party in its possession. After such period, Einship shall no longer have any obligation to store and/or make Customer Data available and may delete the same.

8. OWNERSHIP; DATA USE; OBLIGATIONS

8.1 Subscription Service. The Client acknowledges and agrees that, between Einship and the Client, all rights, titles, and interests in and to the Subscription Service (excluding any Customer Data) and including all modifications and configurations, all Einship Data, all Output, and all of Einship’s proprietary technology, including, without limitation, all software, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical materials or information made available to the Client by Einship in providing the Subscription Service and all its derivatives are and shall remain the property of Einship or its licensors. The name Einship, all Einship logos, and the product names associated with the Subscription Service are trademarks of Einship or third parties, and no right or license is granted to use them. The Client shall not remove any Einship trademark or logo from the Subscription Service. During the term of these Terms, Einship grants the Client a limited, worldwide, non-exclusive, non-transferable (except as set forth in Clause 10.2), royalty-free right to use the Einship Data and Output solely for the Client's Permitted Business. Einship shall have the right to generate Aggregated Data, and the parties agree that Einship may use the Aggregated Data for the purpose of developing and improving the Platform and its other Services. Einship will not distribute Aggregated Data in a manner that personally identifies the Client, the Client's customers, or its Users. For the purposes of the foregoing, "Aggregated Data" means (a) data generated by aggregating Customer Data with other data, such that the results are not personally identifiable regarding the Client, Client's customers, or Authorized Users and in which the Customer Data will not constitute more than 10% (ten percent) of any combined dataset and (b) any anonymous data and learnings regarding the use of the Service. Should the Client provide Feedback to Einship, the Client grants Einship an irrevocable, fully paid, non-exclusive, royalty-free, perpetual, and worldwide license to use, reproduce, distribute, create derivative works, publicly perform, and publicly display such Feedback in any medium or format, now known or hereafter developed.

8.2 Customer Data. The Client retains ownership of all rights, titles, and interests in and to all Customer Data. During the term of these Terms, the Client grants Einship a limited, worldwide, non-exclusive, non-transferable (except as set forth in Clause 10.2), royalty-free right to use, display, transmit, and distribute the Customer Data only as necessary to provide the Subscription Service to the Client.

8.3 Customer Obligations. The Client is responsible for all activities performed under its User logins and for its Users' compliance with these Terms. Without Einship’s prior written consent in each case, the Client shall not (and shall not allow third parties to): reverse engineer, decompile, disassemble, or attempt to derive the form or structure of the source code of the Subscription Service or access the Subscription Service to build a competitive product or service or copy any ideas, features, functions, or graphics from the Subscription Service. Except as expressly permitted in these Terms, the Client shall not copy, license, sell, transfer, make available, lease, share, distribute, or assign this license, or the Subscription Service to third parties. Neither the Client nor its Users shall use the Subscription Service to: (a) send, upload, or otherwise transmit any Customer Data that is illegal, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable; (b) upload or transmit, display, or distribute any Customer Data that infringes any trademark, trade secret, copyright, or other proprietary or intellectual property rights of any person; (c) upload or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Subscription Service or networks connected to the Subscription Service; or (e) violate any applicable law or regulation.

8.4 Work Product. The parties agree that, unless expressly provided otherwise in a Commercial Proposal, the Client shall have a non-exclusive and non-transferable license (except as set forth in Clause 10.2) to use any Work Product developed by Einship in the performance of any Professional Services and delivered to the Client, upon the Client's full payment of all amounts due under this instrument, solely for the Client's Permitted Business in connection with the use of the Subscription Service. Einship retains ownership of all information, software, and other property under its title prior to these Terms or that it develops independently of these Terms and all Work Product compiled or developed by Einship in the performance of these Terms.

8.5 Data Protection. The Client appoints and authorizes Einship and its Affiliates and its subsidiaries (and its successors and assigns, contractors, and business partners) to transfer, store, and process Customer Data in any country (except countries sanctioned by the government of the United States of America) to provide the Services and access to the Subscription Service to the Client. All capitalized terms in this Clause 8.5, which are not otherwise defined in the Terms, shall be interpreted in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (“GDPR”). To the extent Einship processes Personally Identifiable Information, which falls under the jurisdiction of the GDPR, in the capacity of a Data Processor on behalf of the Client acting as a Data Controller, such processing shall be conducted in accordance with a separately executed Data Processing Agreement. It is explicitly understood that the Client is ultimately responsible for the legality of any instructed Processing of Personally Identifiable Information under this Clause 8.5, including, but not limited to, obtaining appropriate legal grounds for transfers to Third Countries, to the greatest extent provided by the GDPR. To the extent Einship provides assistance regarding the Client's compliance efforts, this does not transfer such responsibility to Einship. Strict compliance with this clause are measures taken by Einship to be in compliance with the General Personal Data Protection Law - LGPD No. 13.709/2018. Einship establishes and has a Data Protection Policy established and published on our webpage einship.com/politicas-e-termos as a way to maintain transparency with its clients and platform users.

9. INDEMNIFICATION

9.1 Indemnification by Einship. Subject to Clause 9.3 below, Einship will defend the Client, its Affiliates, and their respective directors, officers, employees, and agents (collectively, the "Client Indemnitees"), against any claim, demand, suit, or proceeding made or brought against any of the Client Indemnitees by a third party alleging that the Services infringe or misappropriate such third party's intellectual property rights (a "Claim against the Client") and will indemnify the Client Indemnitees from any damages (including reasonable attorney's fees and costs) finally awarded against any of the Client Indemnitees as a result of, or for amounts paid under a court-approved settlement of, a Claim against the Client. If a Claim against the Client is brought or is likely, in Einship’s sole opinion, to be brought, Einship, at its sole discretion and at its own expense, (A) will obtain the Client's right to continue using the Services; (B) will replace or modify the affected Services so that they become non-infringing; or (C) upon notice to the Client, will terminate these Terms or the Client's use of the affected Services, provided that, in the case of (C) Einship promptly refunds to the Client the proportional portion of any pre-paid and unearned annual subscription fees paid under this instrument for the affected Services. Einship’s obligations in this Clause 9.1 do not include third-party claims to the extent such claims arise from: (i) any products, services, technology, materials, or data not created or provided by Einship (including, without limitation, any Customer Data), (ii) any part of the Services made in whole or in part according to the Client's specifications, (iii) any modifications made after delivery by Einship, (iv) any combination with other products, processes, or materials not provided by Einship (where the alleged damages, costs, or expenses arise from or relate to such combination), (v) where the Client continues the allegedly infringing activity after being notified or after being informed of modifications that would have avoided the alleged breach, or (vi) the Client's use of the Services is not strictly in accordance with these Terms or any Documentation.

9.2 Indemnification by the Client. Subject to Clause 9.3 below, the Client will defend Einship, its Affiliates, and their respective directors, officers, employees, and agents (collectively, the "Einship Indemnitees") against any claim, demand, suit, or proceeding made or brought against any or all of the Einship Indemnitees by a third party (i) alleging that the Customer Data, or any use thereof, infringes third-party intellectual property rights or proprietary rights, or has caused damage to third parties, (ii) arising from or attributable to the Client's breach of Clauses 8.3 above, or (iii) arising from or attributable to the Client's improper use of the Services (each, a "Claim Against Einship"), and will indemnify the Einship Indemnitees from any damages, reasonable attorney's fees, and costs finally awarded against the Einship Indemnitees as a result of, or for any amounts paid under a court-approved settlement of a Claim against Einship.

9.3 Indemnification Procedure. Each Party's obligation to indemnify the other party is conditioned on the Party seeking indemnification: (i) promptly notifying the indemnifying Party in writing of any claim, suit, or proceeding in which indemnification is claimed, provided that failure to notify does not remove the indemnifying Party's obligation except to the extent it is prejudiced thereby, (ii) allowing the indemnifying Party to solely control the defense of any claim, suit, or proceeding and all negotiations for settlement; provided that the indemnifying Party does not enter into a settlement in any claim requiring the indemnified Party to admit fault without the indemnified Party's prior written consent (such consent shall not be unreasonably withheld or delayed) and (iii) giving the indemnifying Party reasonable assistance in the defense and settlement of any claim, suit, or proceeding for which indemnification is claimed.

9.4 Sole Remedy. This Clause 9 sets forth the indemnifying party's sole liability and the indemnified party's exclusive remedy against the other party for any type of claim described in this clause.

10. GENERAL

10.1 Entire Agreement. These Terms, including all Commercial Proposals, contain the entire agreement between the Parties regarding the subject matter herein and supersede all prior or contemporaneous proposals, understandings, declarations, warranties, covenants, and any other communications (written or oral) between the Parties related thereto and bind the Parties and their permitted successors and assigns. Only a written instrument that refers to these Terms or the applicable Commercial Proposal and is duly signed by the authorized representatives of both Parties may amend these Terms or such Commercial Proposal. Any inconsistent or conflicting terms and conditions contained in any purchase order issued by the Client shall have no force or effect, even if the order is accepted by Einship. These Terms shall be interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the Party drafting these Terms in the interpretation of the provisions of this instrument.

10.2 Assignment. These Terms shall be binding on and inure to the benefit of Einship, the Client, and their permitted successors and assigns. Either Party may assign these Terms as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Except as expressly stated in these Terms, neither Party may assign its rights or delegate its duties under these Terms, in whole or in part, without the other Party's prior written consent, and any attempt at assignment or delegation without such consent shall be void. Einship may use independent contractors or subcontractors to assist in providing Services; provided, however, that Einship remains responsible for the actions or omissions of such independent contractors or subcontractors and for the payment of their compensation.

10.3 Governing Law. These Terms shall be governed by and interpreted in accordance with federal laws, without regard to its conflict of laws provisions.

10.4 Disputes. Any disputes between the Parties arising from these Terms shall be resolved as follows: Senior management members of both Parties will meet to attempt to resolve such disputes. If a dispute cannot be resolved within thirty (30) days, either Party may make a written request for mediation. Within 30 (trinta) days of such written notice, the Parties will meet for one day with an impartial mediator. The mediator's costs and expenses will be shared equally by the Parties. If the dispute is not resolved by mediation, the dispute shall be resolved in the federal and state courts located in Einship’s jurisdiction which shall have appropriate and exclusive jurisdiction and venue regarding any disputes arising from or related to the subject matter of these Terms, provided that either Party may seek injunctive relief in any court of competent jurisdiction.

10.5 Headings. The clause headings in these Terms are for convenience of reference only and shall not affect the interpretation of these Terms.

10.6 Relationship between the Parties. Einship and the Client are independent contractors, and nothing in these Terms shall be construed as making them partners or creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither Party will make any agreements, warranties, or representations or assume or create any obligations, express or implied, on behalf of the other Party or in its stead.

10.7 Force Majeure. Except for the obligation to make payments, the failure of either Party to perform shall be excused to the extent performance is prevented by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where the failure is beyond the reasonable control of the defaulting Party (each, a "Force Majeure Event").

10.8 Notices. Any notice, approval, request, authorization, instruction, or other communication under these Terms shall be provided in writing and shall be deemed delivered and provided for all purposes (i) on the date of delivery, if delivered personally to the Party to whom it is directed; (ii) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt, or (iii) five (5) business days after the date of mailing, whether actually received or not, if sent by certified Brazilian mail, return receipt requested, postage and charges prepaid or any other means of rapid mail delivery for which a receipt is available, to the Party's address set forth in the applicable Commercial Proposal. Either Party may change its address upon written notice of such change to the other Party.

10.9 Subscription Service Modifications. Einship may make modifications to the Subscription Service or specific components of the Subscription Service from time to time, provided that such modifications do not materially degrade any functionality or features of the Subscription Service. Einship may, at its sole discretion, release new or updated versions of Einship’s application programming interfaces (API), in which case Einship will cease and discontinue previous versions of such API within eighteen (18) months after the release of any new or updated version.

10.10 No Third-Party Beneficiary. Nothing contained in these Terms is intended or shall be construed to confer upon any person any rights, benefits, or remedies of any kind or character, or to create any obligation of a Party to any person.

10.11 Counterparts. These Terms may be executed in two or more counterparts, each of which shall be deemed an original regarding any Party whose signature appears, but all together shall constitute one and the same instrument. Signatures to these Terms transmitted by email in “portable document format” (“.pdf”), or by any other electronic means that preserves the original graphic and pictorial appearance of the Terms, shall have the same effect as physical delivery of the paper document with the original signature.

10.12 Waiver and Severability. Performance of any obligation required by a Party under this instrument may be waived only by a written waiver signed by an authorized representative of the other Party, which waiver shall be effective only regarding the specific obligation described therein. Failure by either Party to exercise any of its rights under these Terms shall not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of these Terms shall not affect the validity or enforceability of any of the other provisions herein, and these Terms shall be interpreted in all respects as if such invalid or unenforceable provisions were omitted.

10.13 Sanctioned Persons. The Client represents and warrants that neither the Client, its owners, nor any party providing anything to Einship for supply to the Client under these Terms are identified on any restricted party list maintained by the government of Brazil, European Commission, or other applicable government, unless expressly agreed in advance in writing by Einship.

10.14 These Terms are entered into in both Portuguese and English versions. In case of any contradiction or doubt regarding the terms or their interpretation, the Portuguese version shall prevail.

10.15 These Terms shall be interpreted in accordance with, and governed by, the laws of the Federative Republic of Brazil, without giving effect to any choice of law rule that could result in the application of laws of any other jurisdiction.

10.16 The venue of the City and Judicial District of Fortaleza, State of [Ceará] is elected, with the waiver of any other, however privileged it may be or become, to settle any and all doubts or litigation arising from these Terms, with the losing party in the lawsuit being responsible for court costs and expenses and for the attorney's fees of the prevailing party's counsel.

Fortaleza, CE. These terms are effective as of May 1, 2023.

Terms of Use and General Conditions