Effective Date: May 1, 2023.
These Terms of Use and General Conditions of Service ("Terms of Use") govern the legal relationship between EINSHIP TECNOLOGIA LTDA., a legal entity registered under Brazilian corporate tax ID (CNPJ) No. 36.739.162/0001-93 ("EINSHIP"), and any individual or legal entity—whether a contracting client or a general platform user ("User")—regarding the use of EINSHIP modules. These rules apply to the exclusive logged-in environment for Clients, the open platform (mobile application or website) for users of free services, and any other digital channels made available by EINSHIP at its discretion (collectively, the "Digital Channels").
Users who contract paid services on the EINSHIP platform are hereinafter referred to simply as "Clients."
By mutual agreement and in consideration of the obligations set forth herein, the Parties agree to the following terms:
1. DEFINITIONS
1.1 Affiliates: Any company, partnership, or legal entity currently existing or organized in the future that directly or indirectly controls, is controlled by, or shares common control with a Party. Here, "control" means direct ownership of a majority of an entity's outstanding voting securities.
1.2 Confidential Information: Has the meaning assigned to it in Section 4.1.
1.3 Client Data: All Data submitted to Einship by the Client or its Users in connection with the performance of the Services.
1.4 Data: Text, images, materials, photographs, audio, video, and all other formats of information or communication.
1.5 Documentation: User guides, operating manuals, educational materials, product descriptions and specifications, technical manuals, support resources, and other information related to the Subscription Service or used alongside the Services, whether distributed in print, magnetic, electronic, or video format, as updated from time to time.
1.6 Feedback: Any reports regarding bugs, errors, problems, or defects, as well as suggestions for modifications and improvements to the Subscription Service, provided by a Client.
1.7 Permitted Business: The use of the Subscription Service, Services, and Output to develop, deploy, and manage business processes tied to the Client's core operations—including access to such applications by the Client's customers, suppliers, carriers, and other third parties in the ordinary course of business. It expressly excludes using the Subscription Service, Services, or Output to act as a service bureau, provide commercial hosting or IT services to third parties, or resell or distribute to non-Users any Client services or applications derived from the platform in a way that is reasonably likely to compete with or diminish the value of Einship's products and services.
1.8 Commercial Proposal: 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, establishes pricing, and sets forth applicable terms and conditions.
1.9 Output: Various business intelligence results generated by the Subscription Service from Client Data and other Data (including source data and anonymized, aggregated data derived from other platform users) relating to the logistics operations of the Client and its Affiliates, including tracking, statistics, freight movement, and processing.
1.10 Einship Data: All Data made available by Einship to the Client in connection with the Client's use of the Services.
1.11 Professional Services: Configuration, implementation, training, consulting, and/or custom services provided by Einship, as detailed in an applicable Commercial Proposal.
1.12 Services: Collectively, the Subscription Service and any Professional Services delivered by Einship under Section 2.1.
1.13 Service Level Terms: Einship's service level commitments applicable to the Subscription Service.
1.14 Extracted Data: Any data, information, and inputs collected through third-party devices, applications, and similar tools (including telematics/ELD providers, carriers, and transportation providers), the provision of which to Einship is a prerequisite for delivering Services reliant on such data.
1.15 Subscription Service (or Einship Platform): Einship's proprietary, subscription-based software solution for importers, exporters, and logistics service providers described in the applicable Commercial Proposal, including all new versions, updates, revisions, enhancements, and modifications made available by Einship under this instrument.
1.16 Technical Support: Einship's technical support services for the Subscription Service.
1.17 Third-Party Applications: Online, web-based applications or services and offline software products provided by third parties that interoperate with the Subscription Service.
1.18 Users: Individuals authorized by the Client to access the Services who have been issued passwords by the Client (or by Einship at the Client's request). Users include employees and independent contractors of the Client or its Affiliates.
1.19 Work Product: Any deliverables, content, reports, analyses, or documentation developed by Einship for the Client's exclusive use and delivered during the performance of Professional Services.
2. SERVICES
2.1 Provision of Services: Einship will provide the Client with the specific services outlined in a Commercial Proposal. Any conflict between these Terms and a Commercial Proposal will be resolved in favor of the Commercial Proposal. The Client agrees that purchases under this instrument are not contingent upon the delivery of future features or functionality, nor do they rely on any oral or written statements made by Einship regarding future capabilities.
2.2 License Grant: Subject to these Terms and payment of the fees set forth in the applicable Commercial Proposal, Einship grants the Client—exclusively during the term of that Commercial Proposal—a non-exclusive, non-transferable (except as provided in Section 10.2) license to access and use the Subscription Service solely for the Client's Permitted Business. This license is restricted to the Client and its Users and does not include the right to use the platform on behalf of third parties, unless authorized in an applicable Commercial Proposal. The Client is responsible for obtaining and maintaining network connections to the platform and agrees: (a) that only authorized Users may use the Subscription Service; (b) that it is responsible for the actions or breaches of its authorized Users; (c) to take commercially reasonable measures to protect the Subscription Service and Documentation against unauthorized use or access; and (d) to attribute the Services on the Client's marketing materials, websites, and user interfaces related to any transportation management system by displaying "Powered by Einship®" ("Produzidos por Einship®").
2.3 Licensed Volume: Access to and use of the Subscription Service is licensed up to the volume of shipping transactions purchased by the Client and specified in the applicable Commercial Proposal ("Volume Limitations"). If usage exceeds the Volume Limitations, the Client must pay Einship for the excess shipping transactions at the rates specified in the Commercial Proposal.
2.4 Affiliates Not Covered by a Direct Commercial Proposal: Subject to the Commercial Proposal and these Terms, the Client may make the Subscription Service available to its Affiliates, provided that: (a) all licensing restrictions are met by each Affiliate; and (b) such Affiliates are bound by obligations protecting Einship to the same extent as these Terms. The Client is liable for any breach of these Terms by its Affiliates, except where an Affiliate has signed its own Commercial Proposal directly with Einship under Section 2.5.
2.5 Affiliates Covered by a Direct Commercial Proposal: In addition to Section 2.4, the Client's Affiliates may procure Services under these Terms by signing Commercial Proposals directly with Einship. Each Commercial Proposal signed by an Affiliate incorporates these Terms by reference and forms a separate bilateral agreement between Einship and that Affiliate. The signing Affiliate is solely responsible for its obligations and liabilities under that Commercial Proposal and these Terms, and the Client bears no liability for a Commercial Proposal executed directly by its Affiliate.
2.6 Third-Party Applications: The Subscription Service may interact with and access Client and third-party applications and related data sources used in connection with the platform. The Client shall make necessary Third-Party Applications, data sources, and Client Data available to Einship—including obtaining all required access rights and credentials—to enable platform usage as contemplated herein. The Client is solely responsible for ensuring compliance with third-party terms of use, privacy policies, and contractual obligations when providing such access and data to Einship.
3. FEES AND PAYMENT TERMS
3.1 Fees: The Client agrees to pay Einship for Services rendered and expenses incurred according to the pricing and payment terms stated in each Commercial Proposal. Undisputed amounts not paid when due are subject to a late charge of 1.5% (one and one-half percent) per month (or partial month), or the maximum rate permitted by applicable law, whichever is lower. In addition to service fees, the Client will reimburse reasonable travel and out-of-pocket expenses incurred by Einship in delivering the Services, provided the Client pre-approved such expenses in writing.
3.2 Data Charges and Taxes: Fees do not include third-party charges for Extracted Data. The Client is responsible for paying all such data charges, as well as all sales, use, and similar taxes arising from or related to the Services, excluding taxes based on Einship's net income and any payroll taxes or obligations imposed on Einship under federal, state, or local employment laws.
4. CONFIDENTIALITY
4.1 Confidential Information: During the term of these Terms, each Party will treat as confidential any information provided by the other Party that is designated in writing as proprietary or confidential ("Confidential Information"). Confidential Information also includes information that a reasonable person familiar with the disclosing Party's business and industry would recognize as confidential or proprietary, including account credentials, Output, and asset identifiers. The receiving Party shall maintain confidentiality and not disclose Confidential Information to any third party, except to its directors, officers, employees, external consultants, or advisors ("Representatives") who need to know such information to perform their duties and are bound by confidentiality obligations at least as protective as these Terms. The receiving Party and its Representatives may use Confidential Information solely for the purpose for which it was disclosed and must protect it using at least the same degree of care used for its own valuable confidential information (and never less than reasonable care). The Parties expressly agree that the terms and pricing of this instrument are Confidential Information. Furthermore, the Client agrees not to use the Services for competitive benchmarking, comparative evaluations, or product references, nor publicly publish any analyses or reviews of the Services without Einship's prior written approval. The receiving Party will promptly notify the disclosing Party upon learning of any actual or threatened breach and cooperate with reasonable requests to enforce the disclosing Party's rights.
4.2 Exclusions: Information is not considered Confidential Information if it: (i) was known prior to receipt from the disclosing Party without any confidentiality obligation; (ii) becomes known to the receiving Party from a source not bound by a confidentiality duty to the disclosing Party; (iii) becomes publicly available other than through a breach of these Terms; or (iv) is independently developed by the receiving Party without using the disclosing Party's Confidential Information. The receiving Party may disclose Confidential Information as required by applicable law, legal process, or government regulation, provided it gives reasonable prior written notice to allow the disclosing Party to contest the disclosure and limits disclosure strictly to what is legally required.
4.3 Injunctive Relief: Both Parties acknowledge that using Confidential Information in violation of these Terms may cause immediate and irreparable harm for which monetary damages alone would be inadequate. Therefore, in addition to other legal or equitable remedies, the disclosing Party is entitled to seek injunctive relief (without posting bond or proving actual damages) to restrain such unauthorized use.
5. WARRANTIES
5.1 Subscription Service Warranty: Einship warrants that during the term of an applicable Commercial Proposal: (i) the Subscription Service will materially conform to the Documentation; (ii) Einship will deliver the Subscription Service in accordance with the Service Level Terms; and (iii) all related Technical Support will be provided in a competent, professional manner. Einship does not guarantee that it will correct all reported defects, that platform use will be uninterrupted or error-free, or that third-party features or Extracted Data will be continuously available. In the event of a warranty breach, Einship will provide remediation services at no additional cost to bring the Subscription Service into compliance. The Client must provide Einship with a reasonable opportunity and assistance to remedy any defect. This warranty applies only if the Client has used the Subscription Service in accordance with the Commercial Proposal and these Terms.
5.2 Professional Services Warranty: Einship warrants that any Professional Services and resulting Work Product will be delivered in a competent, professional manner and will materially conform to the specifications set forth in the applicable Commercial Proposal. If the Professional Services or Work Product fail to conform, Einship will promptly re-perform the affected Professional Services at no additional cost upon the Client's written request. These warranties remain in effect for thirty (30) days following the completion of the Professional Services or delivery of the applicable Work Product.
5.3 No Other Warranties: EINSHIP DOES NOT REPRESENT THAT THE SERVICES WILL BE ERROR-FREE, THAT THEY WILL MEET ALL CLIENT REQUIREMENTS, OR THAT ALL ERRORS WILL BE CORRECTED. THE WARRANTIES STATED IN SECTION 5 ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY EINSHIP. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES 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 to any third party for lost profits or for any special, indirect, incidental, consequential, or exemplary damages (including loss of commercial profits, loss of goodwill, business interruption, or loss of business information/data) arising in connection with the performance of the Services or these Terms, even if aware of the possibility of such damages.
6.2 Liability Cap: Each Party's total cumulative liability to the other for 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 applicable Commercial Proposal for the Services giving rise to the claim during the twelve (12) months immediately preceding the event. The foregoing limitations do not apply to: (i) a breach by either Party of its confidentiality obligations under Section 4; (ii) a Party's indemnification obligations herein; (iii) fraud, gross negligence, or willful misconduct by either Party; or (iv) unauthorized loss, corruption, destruction, disclosure, or access to Client Data caused by Einship's failure to comply with its obligations under this instrument (collectively, the "Excluded Claims"). Notwithstanding the above, each Party's total cumulative liability with respect to Excluded Claims (excluding willful misconduct, which is uncapped) shall not exceed BRL 100,000. The provisions of these Terms allocate risk between the Parties, and the pricing set forth in each Commercial Proposal reflects this risk allocation and limitation of liability.
7. TERM AND TERMINATION
7.1 Term: These Terms commence on the Effective Date and remain in effect until terminated in accordance with Section 7.2. The duration of each Commercial Proposal is specified therein, with pricing fixed for the initial term. Thereafter, once per twelve (12) month period, Einship may adjust its Fees upon at least thirty (30) days' prior written notice, taking effect at the start of the next renewal term.
7.2 Termination: Either Party may terminate these Terms or any Commercial Proposal: (i) immediately upon a material breach by the other Party that remains uncured thirty (30) days after written notice; or (ii) immediately if the other Party ceases business operations or becomes the subject of voluntary or involuntary bankruptcy, insolvency, or similar proceedings that are not dismissed within sixty (60) days of filing. Terminating a Commercial Proposal does not terminate these Terms; however, terminating these Terms terminates all pending Commercial Proposals. Either Party may also terminate these Terms for any reason upon at least thirty (30) days' prior written notice if no Commercial Proposals are currently active. All rights and obligations that by their nature are intended to survive will remain in effect after termination or expiration.
7.3 Effects of Termination: Upon termination or expiration of these Terms or an applicable Commercial Proposal, Einship will cease providing the affected Services, and the Client and its Users must immediately stop using them. The Client must pay Einship all amounts accrued prior to the termination date. Termination is a non-exclusive remedy without prejudice to other available rights. If a Commercial Proposal is terminated for any reason other than Einship's material breach, Einship is entitled to all Fees due for the remaining unexpired term of that Commercial Proposal. If terminated due to Einship's material breach, the Client is entitled to a pro-rata refund of any prepaid, unused subscription or service fees. Upon termination of these Terms, each Party must immediately return or destroy all Confidential Information of the other Party in its possession. Thereafter, Einship has no further obligation to store or make Client Data available and may delete it.
8. OWNERSHIP, DATA USAGE, AND OBLIGATIONS
8.1 Subscription Service and Aggregated Data: As between Einship and the Client, all rights, title, and interest in and to the Subscription Service (excluding Client Data)—including all modifications, configurations, Einship Data, Output, proprietary technology, software, products, processes, algorithms, user interfaces, know-how, designs, and derivative works—are and shall remain the sole property of Einship or its licensors. The Einship name, logos, and associated product names are trademarks of Einship or third parties, and no right or license is granted to use them outside these Terms. The Client shall not remove any Einship trademark or logo from the platform. During the term, Einship grants the Client a limited, worldwide, non-exclusive, non-transferable (except under Section 10.2), royalty-free right to use Einship Data and Output solely for its Permitted Business. Einship has the right to generate and use "Aggregated Data" to develop and improve the Platform and its other Services, provided it never distributes Aggregated Data in a manner that personally identifies the Client, the Client's customers, or its Users. "Aggregated Data" means: (a) data generated by combining Client Data with other data so that results are not personally identifiable and Client Data constitutes no more than 10% (ten percent) of any combined dataset; and (b) anonymous data and learnings related to service usage. If the Client provides Feedback, it grants Einship an irrevocable, fully paid, non-exclusive, royalty-free, perpetual, worldwide license to use, reproduce, distribute, create derivative works from, publicly perform, and display such Feedback in any medium or format.
8.2 Client Data: The Client retains ownership of all rights, title, and interest in and to all Client Data. During the term of these Terms, the Client grants Einship a limited, worldwide, non-exclusive, non-transferable (except under Section 10.2), royalty-free right to use, display, transmit, and distribute Client Data strictly as necessary to provide the Subscription Service to the Client.
8.3 Client Obligations: The Client is responsible for all activities conducted under its User logins and for its Users' compliance with these Terms. Without Einship's prior written consent in each instance, the Client shall not (and shall not permit third parties to) reverse engineer, decompile, disassemble, or attempt to derive the source code structure of the Subscription Service, access the platform to build a competing product or service, or copy any ideas, features, functions, or graphics. Except as expressly permitted herein, the Client shall not copy, license, sell, transfer, lease, share, distribute, or assign this license or the Subscription Service to third parties. Neither the Client nor its Users may use the Subscription Service to: (a) upload or transmit Client Data that is unlawful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of third-party privacy, hateful, or racially/ethnically objectionable; (b) upload, display, or distribute Client Data that infringes any trademark, trade secret, copyright, or other intellectual property right; (c) upload or transmit material containing software viruses or malicious code designed to interrupt, destroy, or limit the functionality of computer software, hardware, or telecommunications equipment; (d) interfere with or disrupt the Subscription Service or connected networks; or (e) violate any applicable law or regulation.
8.4 Work Product: Unless expressly stated otherwise in a Commercial Proposal, upon full payment of all amounts due, the Client receives a non-exclusive, non-transferable (except under Section 10.2) license to use any Work Product developed and delivered by Einship under Professional Services solely for the Client's Permitted Business in connection with the Subscription Service. Einship retains ownership of all pre-existing information, software, and property, anything developed independently of these Terms, and all Work Product compiled or developed by Einship in performing these Terms.
8.5 Data Protection: The Client appoints and authorizes Einship, its Affiliates, and its subsidiaries (along with their successors, assigns, contractors, and business partners) to transfer, store, and process Client Data in any country (excluding countries sanctioned by the United States government) to deliver the Services and platform access. Capitalized terms in this Section 8.5 not otherwise defined herein shall be interpreted in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 ("GDPR"). To the extent Einship processes Personally Identifiable Information falling under GDPR jurisdiction as a Data Processor on behalf of the Client acting as Data Controller, such processing shall be governed by a separately executed Data Processing Agreement. The Client remains ultimately responsible for the lawfulness of any instructed Processing under this Section 8.5, including securing valid legal bases for transfers to Third Countries to the fullest extent required by the GDPR; any compliance assistance provided by Einship does not shift this liability to Einship. Strict adherence to this clause also represents measures taken by Einship to comply with the Brazilian General Data Protection Law (LGPD – Law No. 13.709/2018). Einship maintains its published Data Protection Policy on its website at https://www.einship.com/terms-of-use to ensure transparency with clients and platform users.
9. INDEMNIFICATION
9.1 Indemnification by Einship: Subject to Section 9.3, Einship will defend the Client, its Affiliates, and their respective directors, officers, employees, and agents (collectively, the "Client Indemnitees") against any third-party claim, demand, suit, or proceeding alleging that the Services infringe or misappropriate such third party's intellectual property rights (a "Claim Against Client"), and will indemnify the Client Indemnitees for any damages (including reasonable attorneys' fees and costs) finally awarded or paid under a court-approved settlement of a Claim Against Client. If a Claim Against Client is brought or, in Einship's sole opinion, is likely to be brought, Einship may at its sole discretion and expense: (A) procure the right for the Client to continue using the Services; (B) replace or modify the affected Services so they become non-infringing; or (C) upon notice to the Client, terminate these Terms or the Client's use of the affected Services and promptly refund the pro-rata portion of any prepaid, unearned annual subscription fees paid for the affected Services. Einship's obligations under this Section 9.1 do not cover third-party claims arising from: (i) products, services, technology, materials, or data not created or provided by Einship (including any Client Data); (ii) any portion of the Services made wholly or partially to the Client's specifications; (iii) modifications made after delivery by Einship; (iv) combinations with other products, processes, or materials not supplied by Einship (where the alleged damages relate to such combination); (v) the Client continuing the allegedly infringing activity after being notified or informed of modifications that would have prevented the infringement; or (vi) use of the Services not strictly in accordance with these Terms or the Documentation.
9.2 Indemnification by the Client: Subject to Section 9.3, the Client will defend Einship, its Affiliates, and their respective directors, officers, employees, and agents (collectively, the "Einship Indemnitees") against any third-party claim, demand, suit, or proceeding: (i) alleging that the Client Data, or any use thereof, infringes third-party intellectual property or proprietary rights, or has caused harm to a third party; (ii) arising from or attributable to the Client's breach of Section 8.3; or (iii) arising from or attributable to the Client's misuse of the Services (each, a "Claim Against Einship"), and will indemnify the Einship Indemnitees for any damages, reasonable attorneys' fees, and costs finally awarded or paid under a court-approved settlement of a Claim Against Einship.
9.3 Indemnification Procedure: Each Party's obligation to indemnify the other is conditioned upon the party seeking indemnification: (i) promptly notifying the indemnifying Party in writing of any claim, suit, or proceeding (provided that failure to notify does not relieve the indemnifying Party of its obligation except to the extent it is prejudiced thereby); (ii) granting the indemnifying Party sole control over the defense and settlement negotiations (provided the indemnifying Party may not settle any claim requiring the indemnified Party to admit fault without its prior written consent, which shall not be unreasonably withheld or delayed); and (iii) providing reasonable assistance in defending and settling the claim.
9.4 Exclusive Remedy: This Section 9 establishes the indemnifying Party's sole liability and the indemnified Party's exclusive remedy against the other Party for any type of third-party claim described in this section.
10. GENERAL PROVISIONS
10.1 Entire Agreement: These Terms, including all Commercial Proposals, constitute the entire agreement between the Parties regarding the subject matter hereof, superseding all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and communications (written or oral), and binding the Parties and their permitted successors and assigns. These Terms or a Commercial Proposal may only be amended by a written instrument referencing the applicable document and duly signed by authorized representatives of both Parties. Any inconsistent or conflicting terms contained in a purchase order issued by the Client shall have no force or effect, even if accepted by Einship. These Terms shall be construed fairly according to the plain meaning of their terms, without any presumption or inference against the drafting Party.
10.2 Assignment: These Terms are binding upon 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 herein, 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 attempted assignment without such consent is void. Einship may use independent contractors or subcontractors to assist in providing Services, provided Einship remains responsible for their actions or omissions and for paying their compensation.
10.3 Applicable Law: These Terms shall be governed by and construed in accordance with applicable federal laws, without regard to conflict-of-law principles.
10.4 Disputes: Any disputes arising out of these Terms shall be resolved as follows: senior management members from both Parties shall meet to attempt to resolve the dispute. If the dispute cannot be resolved within thirty (30) days, either Party may submit a written request for mediation. Within thirty (30) days after such written notice, the Parties shall meet for one (1) day with an impartial mediator, sharing the mediator's costs and expenses equally. If unresolved through mediation, the dispute shall be adjudicated in the state and federal courts located in Einship's jurisdiction, which shall have exclusive jurisdiction and venue over any disputes related to these Terms—provided that either Party may seek injunctive relief in any court of competent jurisdiction.
10.5 Headings: Section headings in these Terms are for convenience of reference only and do not affect interpretation.
10.6 Relationship of the Parties: Einship and the Client are independent contractors. Nothing in these Terms shall be construed as creating a partnership, joint venture, employer-employee, or principal-agent relationship for any purpose. Neither Party may make any agreements, warranties, or representations, nor assume or create any express or implied obligations, on behalf of or in the name of the other Party.
10.7 Force Majeure: Except for payment obligations, non-performance by either Party shall be excused to the extent performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, supplier failure, or any other cause beyond the reasonable control of the non-performing Party (each, a "Force Majeure Event").
10.8 Notices: Any notice, approval, request, authorization, instruction, or other communication under these Terms must be in writing and will be deemed duly delivered: (i) on the delivery date if delivered personally to the intended Party; (ii) one (1) business day after deposit with a nationally recognized overnight courier with written verification of receipt; or (iii) five (5) business days after the mailing date (whether actually received or not) if sent via Brazilian certified mail (or equivalent tracked express mail service) with return receipt requested and postage prepaid, addressed to the Party's address set forth in the applicable Commercial Proposal. Either Party may update its notice address by providing written notice to the other Party.
10.9 Modifications to the Subscription Service: Einship may modify the Subscription Service or specific components from time to time, provided such modifications do not materially degrade its functionality or features. Einship may, at its sole discretion, release new or updated versions of its application programming interfaces (APIs), in which case Einship will discontinue prior versions of such APIs within eighteen (18) months after the release of the new or updated version.
10.10 No Third-Party Beneficiaries: Nothing in these Terms is intended or shall be construed to confer upon any third party any rights, benefits, or remedies of any kind, or to create any obligation of a Party to any third person.
10.11 Counterparts: These Terms may be executed in two or more counterparts, each deemed an original with respect to the signing Party, but all together constituting one single instrument. Signatures transmitted electronically in Portable Document Format (".pdf"), or via any other electronic medium preserving the original graphic appearance of the document, shall have the same legal effect as physical delivery of a paper document bearing an original signature.
10.12 Waiver and Severability: Performance of any obligation required under this instrument may only be waived by a written waiver signed by an authorized representative of the other Party, effective strictly for the specific obligation described therein. Failure by either Party to exercise any right under these Terms shall not be deemed a waiver or forfeiture of such right. The invalidity or unenforceability of one or more provisions of these Terms shall not affect the validity or enforceability of any remaining provisions, and these Terms shall be construed 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 items to Einship for delivery to the Client under these Terms is identified on any restricted parties list maintained by the Government of Brazil, the European Commission, or any other applicable government, unless expressly agreed in writing by Einship in advance.
10.14 Language: These Terms are executed in both Portuguese and English versions. In the event of any contradiction or doubt regarding the terms or their interpretation, the Portuguese version shall prevail.
10.15 Governing Law (Brazil): 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 would result in the application of the laws of any other jurisdiction.
10.16 Venue: The courts of the City and Judicial District (Comarca) of Fortaleza, State of Ceará, Brazil, are hereby elected—with the express waiver of any other venue, however privileged it may be or become—to settle any doubt or litigation arising out of these Terms, with the losing party bearing all court costs, expenses, and the prevailing party's attorneys' fees.
Fortaleza, CE, Brazil. These Terms enter into force on May 1, 2023.
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