ZAMAK SERVICES AGREEMENT
Version 2.0 · Effective October 11, 2026
EXECUTIVE SUMMARY
Contracting parties | The services are provided by ZAMAK BR, for clients domiciled in Brazil, or by ZAMAK US, for clients domiciled abroad, each entity being exclusively liable for the agreements it enters into. |
Purpose | ZAMAK acts as a technology solutions integrator: it orchestrates and manages third-party licensed platforms, within the scope defined in the Commercial Proposal/Quotation, under a scalable model that absorbs variations in volume and plan without the need for amendments. |
Remuneration and annual adjustment | Billing in accordance with the Proposal/Quotation, with annual adjustment by the official inflation index of the applicable jurisdiction or by the corresponding minimum percentage — 5% in Brazilian agreements and 3% in U.S. agreements —, whichever is higher. Third-party licenses contracted for a fixed period are due in full, even in the event of termination for convenience. |
Term | Fixed term or indefinite term, as set forth in the Proposal/Quotation (indefinite in the absence of indication), with automatic renewal of fixed periods. Termination for convenience upon 60 days’ prior notice, with termination for convenience during the term being subject to the corresponding liquidated damages. |
Trial period | Where provided for in the Proposal/Quotation, a 30-day trial period, without consideration and with either Party entitled to withdraw. |
Data protection | The data reside on the platforms of the respective manufacturers or in a managed cloud, with the CLIENT remaining their owner and controller. ZAMAK, in the capacity of processor, acquires no rights over the data and does not exploit their content, being bound by mutual confidentiality for 5 years and by the notification of incidents within 72 hours. |
Liability | ZAMAK’s liability is confined to its role as integrator — the operation and orchestration of the solutions — and is subject to the cap set forth in the Agreement. The licensed platforms remain the responsibility of their respective manufacturers, the services constituting an obligation of means. |
Dispute resolution | Courts of the Judicial District of Rio de Janeiro for clients domiciled in Brazil; arbitration in Miami, Florida, for clients domiciled abroad. |
Execution | Electronic acceptance expressed on the ZAMAK platform or electronic signature by the Parties, as defined in the Proposal/Quotation. |
PREAMBLE
This Services Agreement (the “Agreement”) governs the use of the managed information technology services provided by ZAMAK, comprised of:
(i) ZAMAK TECNOLOGIA DA INFORMAÇÃO LTDA., enrolled with the Brazilian Corporate Taxpayers’ Registry (CNPJ) under No. 14.150.689/0001-45, headquartered at Avenida Rio Branco, No. 181, Sala 1308, Centro, Rio de Janeiro/RJ, Brazil, electronic address [email protected] (“ZAMAK BR”); and
(ii) ZAMAK TECHNOLOGIES LLC, a Limited Liability Company registered under the laws of the State of Florida, EIN 39-2381159, headquartered at 888 Biscayne Blvd, Suite 505, Office 510, Miami, FL 33132, USA (“ZAMAK US”),
both represented in accordance with their respective constitutional documents and hereinafter jointly referred to as “ZAMAK”.
For each engagement, the contracting party shall be: (a) ZAMAK BR, when the CLIENT is domiciled in Brazil; or (b) ZAMAK US, when the CLIENT is domiciled outside Brazil — save for the express designation of another entity of the ZAMAK group in the Proposal/Quotation. Each entity is solely and exclusively liable for the obligations of the agreements it enters into, with no joint and several liability, co-responsibility or reciprocal guarantee being established among the entities of the group. Once the providing entity has been determined, the others, even if they are or come to be part of the same economic group, shall under no circumstances be liable for the obligations agreed upon.
The legal entity that accepts this Agreement, in the manner set forth in the Electronic Acceptance clause below, is hereinafter referred to as the “CLIENT”.
ZAMAK and the CLIENT are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
WHEREAS in view of the prior availability of this Agreement and of the opportunity afforded to the Parties to access, review and adjust the relevant clauses, the contra proferentem rule of interpretation set forth in article 113, §1, item IV, of the Brazilian Civil Code is hereby excluded;
WHEREAS the CLIENT declares to have received clear and sufficient information about the nature, scope, modalities and technical limitations of the services, having been given the opportunity to clarify doubts and to obtain technical and legal advice prior to contracting, and that it understands that the services consist of the management and integration of technological solutions, including those licensed and maintained by third parties, the results of which are not guaranteed by ZAMAK;
The Parties agree upon and contract the provision of professional services, in accordance with the clauses and conditions below.
1. SERVICES
1.1. PURPOSE. ZAMAK provides managed information technology solutions, focused on cybersecurity, operational performance and digital governance, integrating market-leading platforms and maximizing the use of third-party licensed tools.
1.2. SCOPE. The services include specialized technical support, continuous orchestration, routine automation and the delivery of management reports, promoting control, efficiency, compliance and operational intelligence in the CLIENT’s technological environment.
1.3. COMMERCIAL PROPOSAL/QUOTATION. The nature, modality, scope and prices of the contracted services shall be defined in the related commercial Proposal/Quotation (the “Proposal/Quotation”), which is an integral part of this Agreement for all legal purposes.
1.4. SCALABLE MODEL. The services may be dynamically adjusted throughout the term, in accordance with the scalable model set forth in this Agreement.
1.5. MANUFACTURER TERMS. The services integrate software and platforms licensed by third-party manufacturers, identified in the Proposal/Quotation or in the Documentation. The CLIENT adheres, to the extent applicable to it, to the terms of use and licenses of the respective manufacturers, made available by link or upon request, and is liable to ZAMAK for the violations it causes.
1.6. EXCLUDED ACTIVITIES. Unless specifically contracted in the Proposal/Quotation or in a separate quote, the following are not part of the services: (i) projects, implementations and migrations; (ii) software development or customization; (iii) digital forensics and incident response (DFIR); (iv) formal training; (v) cabling and physical infrastructure; (vi) support for third-party systems not included in the covered inventory; and (vii) data recovery outside the scope of the contracted backup. Such activities, when requested, shall be quoted separately, in accordance with the prevailing fee schedule.
1.7. MANAGEMENT OF THIRD-PARTY SUBSCRIPTIONS. ZAMAK does not sell, license or sublicense third-party software. Software and platform licenses and subscriptions are granted directly by the respective manufacturers or licensors to the CLIENT, through the adherence to the manufacturers’ terms provided for in this Agreement, with ZAMAK acting exclusively in the provisioning, configuration, management and administration of such subscriptions, on behalf and for the account of the CLIENT, as an integral part of the managed services. The corresponding amounts shall be charged in the manner set forth in the Proposal/Quotation and in the provisions of this Agreement on consumption costs and on licenses and subscriptions for a fixed period.
1.8.DYNAMIC SIZING. This Agreement adopts a dynamic-sizing model, allowing adjustments to volume, technical coverage and service plan without the need for specific amendments.
1.9.METERING AND BILLING. Monthly variations shall be recorded by the monitoring and management tools used by ZAMAK, and the respective reports shall be deemed valid for billing purposes, save for the CLIENT’s right to challenge them on stated grounds, in writing, within 10 (ten) calendar days as from receipt of the invoice.
1.10.SCOPE CHANGES. Any request to change scope, change the service plan or add new resources must be formalized by the CLIENT through ZAMAK’s official channels and shall be deemed incorporated into this Agreement as from ZAMAK’s electronic confirmation.
2. TECHNICAL EXECUTION AND SUPPORT
2.1.MANNER OF EXECUTION. The services shall be performed remotely or on-site, according to the contracted plan, in line with the service levels defined in the Proposal/Quotation.
2.1.1.SERVICE LEVELS. Service levels (priorities, response and resolution times and coverage window) are defined according to the contracted service plan and described in the Proposal/Quotation, and ZAMAK may make available a priority-level matrix (P1 to P4) per plan. No separately signed amendment or annex is required for them to take effect.
2.2. SUPPORT AND MONITORING. Support involving human intervention shall be provided within the coverage window of the contracted plan. Automated monitoring of the covered environments operates continuously (24x7), according to the plan. Only requests logged through the official channels shall be handled; requests addressed to unofficial channels — such as direct messages to technicians, personal e-mails and instant-messaging applications — do not trigger deadline counting, prioritization or any obligation to provide support.
2.2.1.SUPPORT OUTSIDE THE WINDOW. Support provided outside the contracted coverage window, when requested by the CLIENT and previously authorized by its representative, shall be charged according to ZAMAK’s prevailing fee schedule, including the after-hours surcharges set forth therein, unless otherwise provided in the Proposal/Quotation.
2.3.STAFF ALLOCATION. ZAMAK reserves the right to replace, reassign or reinforce the allocated technical resources whenever necessary to maintain the quality and continuity of the services, without such replacement constituting a breach of contract.
2.4.MANAGEMENT AND REMOTE ACCESS TOOL. ZAMAK uses proprietary and licensed software for technical management, routine automation and remote access to the covered devices. The installation and operation of such tool are expressly authorized by the CLIENT upon acceptance of this Agreement, through the release of the necessary accesses and credentials. The authorization for remote access shall be automatically revoked upon termination of this Agreement.
2.5.ENVIRONMENT LIMITATIONS. ZAMAK shall not be liable for failures arising from technical limitations of the CLIENT’s environment, including inadequate infrastructure, insufficient permissions, lack of minimum security tools, systems, equipment or software no longer supported by the respective manufacturer (end of life) or third-party interference.
2.6.OFFICIAL CHANNELS. ZAMAK’s official support channels, their rules of use and operating hours are those set forth in the Support Channels Policy published on ZAMAK’s website, incorporated into this Agreement by reference, subject to the version in force. ZAMAK may update them upon prior notice to the CLIENT, without the need for an amendment.
2.7. COMMUNICATIONS. The only valid means of communication with ZAMAK are the official support channels indicated on its website. Requests addressed to employees through personal contacts — mobile phones, individual e-mails or instant-messaging applications — shall not be considered for any purpose and do not give rise to any obligation to provide support, deadline counting or liability for ZAMAK. Communications relating to this Agreement shall be made in writing. When addressed to ZAMAK, they must be sent through the official support channels; when addressed to the CLIENT, they shall be sent to the electronic addresses indicated in its qualification, which the CLIENT shall keep up to date. A communication sent by e-mail is presumed received on the first business day following its sending, unless a delivery failure is indicated.
2.8. CLIENT OBLIGATIONS. Without prejudice to others provided for in this Agreement, the CLIENT undertakes to: (i) maintain a designated point of contact for interaction with ZAMAK; (ii) provide, correctly and in a timely manner, the accesses, information and resources necessary for the execution of the services; (iii) keep the licenses of the software it owns in good standing and be responsible for the lawfulness of the content and systems of its environment; (iv) observe the minimum security and infrastructure recommendations indicated by ZAMAK; (v) be responsible for the acts of its users on the platforms made available under co-management; and (vi) maintain its own routine of backup copies of its data whenever the backup service is not part of the contracted scope. Deadlines and service levels shall be suspended while actions incumbent upon the CLIENT remain pending. The CLIENT is advised to maintain cyber insurance compatible with the risks of its activity; the absence of such coverage does not transfer to ZAMAK risks inherent to the CLIENT.
3. ACCEPTABLE USE POLICY
3.1.PROHIBITED CONDUCT. The CLIENT undertakes to use the platform and the services in a lawful, ethical manner and in compliance with applicable law. The following is expressly prohibited, on a non-exhaustive basis: (i) hosting, transmitting or processing unlawful, fraudulent, defamatory, obscene content, content infringing third-party rights or violating any applicable rule; (ii) mining crypto-assets or carrying out activities of high computational-resource consumption not provided for in the Proposal/Quotation; (iii) conducting, even through third parties, cyberattacks, vulnerability scans, penetration tests or analogous activities directed at third-party systems; (iv) sending unsolicited bulk electronic communications, spam or content of a similar nature; (v) attempting to gain unauthorized access to third-party systems, accounts or data; (vi) using the platform to train artificial-intelligence models without ZAMAK’s prior written authorization.
3.2.VIOLATION AND CONSEQUENCES. A finding of violation of this policy authorizes ZAMAK to immediately suspend, in whole or in part, the services, upon written notice to the CLIENT, without prejudice to termination for cause and to the CLIENT’s liability for the damages, penalties and costs arising from the misuse, including those eventually imposed on ZAMAK by third parties or authorities.
4. SERVICE MODALITIES
4.1. APPLICATION. The conditions of the following table govern each service modality exclusively when the respective engagement is set forth in the Proposal/Quotation, prevailing, in what is specific to them, over the other provisions of this Agreement. Modalities not contracted do not give rise to rights or obligations between the Parties.
4.1.1. ADHERENCE TO NEW SERVICES. The contracting of new services or the increase of quantities shall be made by means of a new Proposal/Quotation, quote or invoice referring to them, which shall become part of this Agreement regardless of amendment, with effect from the date indicated therein or, in its absence, from the date of activation.
4.1.2. REMOVAL OF SERVICES AND REDUCTION OF SCOPE. The removal of services or the reduction of quantities shall be requested through the official channels and shall observe the term regime of the affected service. When the reduction, individually or accumulated over the preceding 12 (twelve) months, exceeds 20% (twenty percent) of the total contracted monthly amount, it shall be treated as partial termination and shall be subject to 60 (sixty) days’ prior notice, without prejudice, in fixed-term services, to the liquidated damages and to the payment in full of the licenses and subscriptions for a fixed period already provisioned.
4.1.3. EFFECTS OF REMOVAL. The removal of a service does not affect the other contracted services or the term of this Agreement, which continues to govern the relationship for as long as at least one service remains active. The uninstallation of the corresponding agents and platforms entails the loss of the automations, monitoring and histories associated with the removed service.
BUSINESS CONTINUITY & RESILIENCE (BCDR) | 4.2.1.PLATFORM. Where contracted, the corporate backup service shall be provided based on a licensed third-party supplier platform, chosen by ZAMAK according to technical and security criteria. The CLIENT may, upon request, access essential information about the platform used, including usage policies, confidentiality terms, certifications and technical documentation. 4.2.1.1. PLATFORM TERMS. The backup platform and the other management tools used in the provision of the services are licensed by N-able Technologies Ltd. and distributed in Brazil by ADDEE (KRT Distribuição e Licenciamento de Software Ltda). The terms of the manufacturer’s Software Services Agreement, available at https://www.n-able.com/legal/software-services-agreement, apply to the service to the extent applicable to the CLIENT, which the CLIENT declares to be aware of and undertakes to observe for as long as the engagement lasts. 4.2.2.SCOPE AND CONFIGURATION. The scope includes technical guidance for the configuration, operation and monitoring of the solution, with the CLIENT being solely responsible for defining the files, folders, systems, databases and policies for retention, encryption and recovery. 4.2.3. STORAGE AND CONTENT. ZAMAK may, according to the contracted modality, keep the data on a third-party supplier platform or on cloud infrastructure under its administration, the data remaining the exclusive property of the CLIENT. ZAMAK does not exercise control over the stored content and shall not be liable for failures, losses, improper access, interruptions or damages arising from the use of the platform or from the configuration defined by the CLIENT. 4.2.4.SERVICE CONTINUITY. Continuity of the service is conditional upon the existence of adequate internet infrastructure and the full performance of the obligations under this Agreement. 4.2.5. DEFAULT AND DELETION OF DATA. Default for a period exceeding 30 (thirty) days authorizes the suspension of the service, upon prior written notice, in which the CLIENT shall be warned about the deletion of the data. Should the default persist for more than 60 (sixty) days, the stored data may be definitively deleted, without the possibility of recovery, upon further prior notice. 4.2.6. CONTINUITY (RECOVERY TESTING AND DRaaS). Where contracted, recovery testing and disaster recovery as a service (DRaaS) shall observe the recovery time objectives (RTO) and recovery point objectives (RPO) defined in the Proposal/Quotation. Such objectives constitute operational targets, validated by periodic testing, and not an absolute guarantee of result. Deviations arising from changes to the environment not communicated to ZAMAK, from unavailability of cloud or connectivity providers, or from force majeure events shall not constitute a breach. |
MANAGED IT OPERATIONS (NOC) | 4.3.1. SCOPE. Managed operations comprise the continuous monitoring, management and maintenance of the assets identified in the Proposal/Quotation — servers, workstations, firewalls, network devices and remote access —, including the application of updates, routine automation and web browsing protection. 4.3.2. COVERED INVENTORY. Only the assets registered in the inventory and reflected in the Proposal/Quotation are the object of the services. The inclusion or exclusion of assets during the month is measured by the management tools and is reflected in billing, in the manner set forth in this Agreement. 4.3.3. MANAGEMENT TOOL. The provision of the services presupposes the installation of ZAMAK’s agents and management and remote access software on the covered assets, the licensing of which is the sole responsibility of ZAMAK and the installation of which is authorized by the CLIENT upon contracting. The authorization for remote access ceases upon termination of the Agreement. |
MANAGED CYBERSECURITY (SOC) | 4.4.1. SCOPE. Managed cybersecurity comprises, as set forth in the Proposal/Quotation, endpoint protection and monitoring, the management of antivirus and endpoint detection and response (EDR), e-mail security, network asset discovery and vulnerability management. 4.4.2. NATURE OF THE SERVICE. The services constitute an obligation of means. No environment is immune to incidents: ZAMAK adopts the contracted tools and controls in accordance with market best practices, without guaranteeing the non-occurrence of attacks, infections or improper access. 4.4.3. INCIDENT HANDLING. Incident response is limited to the containment and recovery actions provided for in the contracted plan. Forensic analysis, in-depth investigation and response to large-scale incidents are not part of the ordinary scope and shall be subject to a specific engagement. |
THREAT HUNTING & RESPONSE (MDR/XDR) | 4.5.1. SCOPE. Threat hunting and response services comprise managed detection, cross-layer event correlation and response to identified threats, within the perimeter and data sources defined in the Proposal/Quotation. 4.5.2. DETECTION LIMITS. Detection depends on the availability, integrity and correct forwarding of the logs and telemetry of the covered sources. There is no guarantee that all threats will be identified, and these services are of the nature of an obligation of means. |
AI DEFENSE & GOVERNANCE | 4.6.1. SCOPE. Artificial intelligence defense and governance services comprise the discovery of the use of AI tools and of unapproved applications (shadow IT) in the CLIENT’s environment and the enforcement of sensitive data protection policies in their use. 4.6.2. AUTHORIZED MONITORING. The CLIENT, in the capacity of controller, authorizes the technical monitoring of the use of corporate resources and undertakes to provide transparency to its employees and other data subjects, defining the applicable legal bases and internal policies. ZAMAK acts as processor, under the CLIENT’s instructions, and shall not use the records generated for any purpose other than the execution of the service. |
THREAT INTELLIGENCE | 4.7.1.SCOPE. Where contracted, threat intelligence services comprise, to the extent defined in the Proposal/Quotation: external attack surface management, monitoring of credential and data leaks, threat intelligence from open and hard-to-access sources, brand and executive protection, and the conduct of digital threat removals (takedown). The services rely on a licensed platform from a specialized supplier, with ZAMAK being responsible for its orchestration and operation, in the capacity of integrator. 4.7.2. NATURE OF THE SERVICE. The analyses produced rely on open and third-party sources, subject to their own inherent methodological and environmental limitations, such as changes, unavailability and noise in the sources. For this reason, the services constitute an obligation of means: they carry no guarantee of completeness, timeliness or absolute accuracy; false positives and false negatives are inherent to the activity; and the absence of an alert does not warrant the conclusion that no risk exists. 4.7.3. LICENSING. For licensing and pricing purposes, each legal entity, identified by its respective CNPJ, EIN or equivalent registration, constitutes an individual client. Monitoring is restricted to the brands, domains and other digital assets owned by the CLIENT itself; the inclusion of companies of the same economic group, additional brands or third-party assets requires a separate or additional engagement, in the manner set forth in the Proposal/Quotation. 4.7.4. PROHIBITIONS. The services are intended exclusively for the information security of the CLIENT itself. Their use for any other purpose is prohibited, including the surveillance of natural persons, the monitoring of competitors, partners or suppliers, the tracking of employees’ personal activities and espionage of any kind. Violation authorizes the immediate suspension of the service and renders the CLIENT liable for the resulting damages, penalties and costs, including the amounts that may be charged to ZAMAK by the platform supplier. 4.7.5. EXECUTIVE MONITORING. The monitoring of executives and exposed persons presupposes the knowledge and prior authorization of the monitored data subject, and it is incumbent upon the CLIENT, in the capacity of data controller, to obtain such authorization and keep it in force throughout the provision of the services. 4.7.6. DIGITAL THREAT REMOVAL (TAKEDOWN). The digital threat removal service constitutes an obligation of means. It is incumbent upon ZAMAK to identify and document the abusive content, to formalize the removal requests before hosting providers, domain registrars, platforms and app stores, and to conduct each case through to its conclusion, with prioritization guided by severity. The granting of the requests and the respective timeframes fall within the exclusive decision-making sphere of each provider or platform, and for this reason they are not part of the obligation assumed by ZAMAK. The removal reaches the identified abusive front and does not include the elimination of data that has already been leaked at the original sources. 4.7.7. USAGE VERIFICATION. ZAMAK and the platform supplier may verify, upon prior notice and to the extent strictly necessary, the records of brands, domains and monitoring configurations associated with the CLIENT’s license, in order to check compliance with the licensing rules. The CLIENT shall provide reasonable cooperation and shall be responsible for the adjustments and amounts due in the event of a non-compliance being ascertained. 4.7.8. PLATFORM TRADE SECRET. The intelligence sources, methodologies, mechanisms and functionalities of the platform constitute a trade secret of the respective supplier. The CLIENT undertakes to preserve their confidentiality for as long as such information retains its confidential nature, an obligation that survives the termination of this Agreement and is not subject to the general confidentiality period provided for herein. |
PUBLIC & PRIVATE CLOUD | 4.8.1. SCOPE. Cloud services comprise, as set forth in the Proposal/Quotation, the provisioning, configuration, governance and operation of public cloud, private cloud and productivity and collaboration services, including the respective subscriptions. 4.8.2. SUBSCRIPTIONS AND LICENSES. Subscriptions and licenses are subject to the regime of management on behalf and for the account of the CLIENT provided for in the services chapter, to the terms of the respective manufacturers and, when contracted for a fixed period, to the payment-in-full regime provided for in the remuneration chapter. 4.8.3. CONSUMPTION COSTS. Public cloud consumption costs vary according to usage and are passed on to the CLIENT under the terms of the Proposal/Quotation. ZAMAK supports the control and optimization of such costs, without guaranteeing a spending cap, unless a limit mechanism is expressly provided for in the Proposal/Quotation. 4.8.4. HOSTING AND DATA LOCATION. In private cloud and hosting services, the physical infrastructure is provided by a third-party datacenter identified in the Proposal/Quotation or in the Documentation, with the service levels of the respective provider applying, to the extent applicable. The data storage location shall be indicated in the Proposal/Quotation or in the Documentation, and any international transfers of personal data shall observe the DPA and applicable law. |
MANAGED SERVICE PLANS | 4.9.1. SCOPE. Managed service plans define the extent of the operation — fully managed by ZAMAK or under a co-management regime with the CLIENT’s team — and the respective service levels, as set forth in the Proposal/Quotation. 4.9.2. SERVICE LEVELS. Response and resolution times, coverage windows and the priority matrix are those defined in the contracted plan and described in the Proposal/Quotation, with no need to execute a separately signed amendment or annex. 4.9.3. CO-MANAGEMENT. In co-managed plans, the CLIENT is responsible for the acts performed by its own users on the platform made available and for the definition of the profiles and permissions of its team. |
SECURITY AWARENESS & HUMAN RISK (SAT) | 4.10.1. SCOPE. Security awareness and human risk services comprise training programs, educational campaigns and controlled simulations of social engineering attacks, at the frequency defined in the Proposal/Quotation. 4.10.2. AUTHORIZED SIMULATIONS. The CLIENT expressly authorizes the sending of simulated communications to its employees, within the contracted scope and frequency. Individual results are confidential and are intended exclusively for educational and risk management purposes by the CLIENT, which is responsible for any internal use in accordance with its own policies. |
CONSULTING, GOVERNANCE & COMPLIANCE | 4.11.1.ADVISORY NATURE. The recommendations produced in the strategic direction services (vCIO, vCISO and analogous) are advisory and non-binding in nature, with the corresponding decisions and approvals resting with the CLIENT. The allocated professional is not a member of the CLIENT’s management bodies, holds no management or representation powers and does not perform acts reserved to officers. 4.11.2.COMPLIANCE SUPPORT. Compliance support (GRC) comprises assessment, organization of evidence and audit support, with the CLIENT remaining solely responsible for its own regulatory compliance. ZAMAK does not guarantee approval in audits or certifications, and the vCISO does not act as the CLIENT’s Data Protection Officer (DPO), unless such function is expressly contracted. 4.11.3. ASSET LIFECYCLE MANAGEMENT. Asset management (ITAM) comprises the inventory and lifecycle tracking of the identified equipment and licenses, based on the installed agents and on the information provided by the CLIENT, which is responsible for keeping it up to date. 4.11.4. CREDENTIAL VAULT (PAM). Where contracted, the identity management and credential vault service shall be provided on a licensed platform from a specialized supplier, with encryption and segregation of access. ZAMAK’s access to the credentials held in custody is restricted to what is strictly necessary for the operation of the service. 4.11.5. CONTINGENCY AND INSTRUCTIONS. The CLIENT shall maintain its own contingency access procedure and shall be responsible for the management of its users and access policies. Requests for the delivery, change or revocation of credentials held in custody shall observe the access policy and the rules on internal conflicts provided for in this Agreement. 4.11.6. RETURN OF CREDENTIALS. Upon termination of the contractual relationship, the credentials held in custody shall be returned to the CLIENT, subject to the reversibility regime provided for in this Agreement. |
EXTENDED IT TEAM | 4.12.1.SCOPE. Where this modality is contracted, ZAMAK shall make available a qualified technical professional for scheduled or emergency coverage, on an on-demand basis, according to the scheduling and limits previously agreed. 4.12.2.WORKING HOURS AND LIMITS. The services shall be provided on business days, within the CLIENT’s local business hours, and limited to the maximum daily working time permitted by the law in force in the country of execution. Excess working hours may be additionally charged according to ZAMAK’s prevailing fee schedule. 4.12.3. SCHEDULING. Scheduling must be formalized by the CLIENT with a minimum of 15 (fifteen) calendar days’ notice from the expected start date. In emergency situations, ZAMAK may bring forward the start of the service, subject to staff availability; bringing forward the start constitutes a mere option, without giving rise to any contractual obligation or expectation of timeframe. 4.12.4.CONFIRMATION AND CANCELLATION. Actual allocation is conditional upon ZAMAK’s express confirmation. Cancellations by the CLIENT with less than 15 (fifteen) calendar days’ notice from the scheduled date shall result in the full retention of the corresponding credit. 4.12.5.VALIDITY OF CREDITS. Contracted credits must be used within a maximum of 12 (twelve) months counted from activation. Unused credits shall automatically expire, without any right to refund, set-off or extension. 4.12.6.SCOPE. Where this modality is contracted, ZAMAK shall make available a technical professional for on-site and continuous performance at the CLIENT’s premises, according to the working hours, profile and qualifications established in the Proposal/Quotation. 4.12.7.SCOPE OF ACTIVITY. The resident professional shall act exclusively in the activities provided for in the technical scope defined by ZAMAK, and the CLIENT is prohibited from assigning tasks outside the contracted functions, issuing direct orders, exercising time control, imposing disciplinary measures or any form of command that constitutes a relationship of direct subordination. 4.12.8.RESPONSIBILITY FOR HIRING. ZAMAK shall remain the sole and exclusive party responsible for the selection, hiring, management, replacement and eventual dismissal of the resident professional, including all legal, labor, social-security, tax or any other obligations. 4.12.9.WORKING CONDITIONS. The CLIENT undertakes to provide adequate working conditions, including a workstation, physical and logical access, operational resources and prior communication of internal rules of conduct, security and confidentiality. 4.12.10.NON-SOLICITATION OF THE PROFESSIONAL. The CLIENT is prohibited, during the term of this Agreement and for a period of 24 (twenty-four) months after its cessation, from directly or indirectly hiring the allocated professional, except with ZAMAK’s express authorization, under penalty of liquidated damages equivalent to 12 (twelve) times the monthly amount of the contracted service. 4.12.11. RESIDENT PROFESSIONAL — CLIENTS DOMICILED IN THE USA. 4.12.11.1. MANDATORY AMENDMENT. For CLIENTS domiciled in the United States of America, contracting the Resident Professional modality is conditional upon the execution of a specific Amendment, which shall govern the particular conditions applicable to local law, including, without limitation, the prohibition of joint employment, the allocation of labor and immigration responsibilities, and the selection of the state of performance. 4.12.11.2.CONDITION OF EFFECTIVENESS. In the absence of the specific Amendment referred to in this clause, the contracting of the Resident Professional modality by a CLIENT domiciled in the USA shall not be effected, even if set forth in the Proposal/Quotation. |
5. REMUNERATION AND PAYMENT CONDITIONS
5.1.PRICES. The services shall be remunerated according to the amounts, plans and modalities defined in the Proposal/Quotation, subject to the monthly variations arising from the scalable execution.
5.2.PER-DEVICE MODALITY. In the per-device modality, the remuneration shall be calculated based on the maximum number of the CLIENT’s infrastructure resources effectively serviced each month, according to the selected plan.
5.3.OTHER MODALITIES. In the resident-professional replacement, hour-bank or daily-rate modalities, the remuneration shall be calculated according to the contracted packages and add-ons defined in the Proposal/Quotation. In the absence of specification, ZAMAK’s prevailing fee schedule shall apply, proportionally to the complexity and time of execution.
5.4.DUE DATE AND LATE PAYMENT. Billing shall be carried out monthly, due on the date stipulated in the Proposal/Quotation. Non-payment places the CLIENT in default by operation of law, regardless of notice, with the following accruing on the outstanding amount from the due date: a late-payment penalty of 10% (ten percent), default interest of 1% (one percent) per month calculated pro rata die and monetary adjustment by the official index of the applicable jurisdiction, without prejudice to the suspension of the services and the other measures provided for in this Agreement. In agreements governed by the law of the State of Florida, the late-payment penalty and the default interest provided for in this clause are replaced by interest of 1.5% (one and a half percent) per month, limited to the maximum rate permitted by applicable law.
5.5.PROLONGED DEFAULT. Default exceeding 30 (thirty) days authorizes the partial or total suspension of the services, upon prior written notice, in which the CLIENT shall be warned of the consequences of the persistence of the delay. Should the default persist for more than 60 (sixty) days, ZAMAK may consider this Agreement terminated for cause and proceed with the removal of the systems and platforms from the CLIENT’s environment, with the consequent loss of the associated automations, monitoring and histories, as well as with the definitive deletion of the stored data, upon further prior notice and without responsibility for their preservation.
5.6.REIMBURSABLE EXPENSES. Extraordinary expenses necessary for the execution of the services — transportation, lodging, calls, parts, materials — shall be reimbursed by the CLIENT provided they are previously authorized, upon presentation of supporting documents, and charged on the subsequent invoice.
5.7.ADJUSTMENT. The prices of the services shall be automatically adjusted every 12 (twelve) months, counted from the start of the term or from the last adjustment, by the accumulated positive variation of the official inflation index of the applicable jurisdiction or by the minimum percentage corresponding to it, whichever is higher: in agreements governed by Brazilian law, the IPCA/IBGE or 5% (five percent); in agreements governed by the law of the State of Florida, the CPI-U (U.S. Bureau of Labor Statistics) or 3% (three percent). The adjustment does not require an amendment and shall be reflected in the subsequent invoices, with indication of the percentage applied. Should the index be discontinued, the official index that replaces it shall apply.
5.8.TAXES AND GROSS-UP. All payments due to ZAMAK shall be made free of any withholding or deduction of taxes levied at source. Should the CLIENT be legally required to make a withholding or deduction, the amount due shall be increased (gross-up) to the extent necessary for ZAMAK to receive a net amount identical to that which it would have received in the absence of the withholding, except for taxes levied on ZAMAK’s income assessed in its own jurisdiction.
5.9.TAX DOCUMENT. ZAMAK shall issue the tax document corresponding to the billed services, in the manner set forth in the legislation applicable to the issuing entity.
5.10. INVOICE DISPUTES. Should the CLIENT dispute an invoiced amount in good faith, it shall pay the undisputed portion by the due date and notify ZAMAK, in writing and on stated grounds, of the disputed portion, the pendency of which shall not authorize the suspension of the services for as long as the review lasts. The Parties shall use their efforts to resolve the dispute within 30 (thirty) days; the amount acknowledged as due shall be paid with the late-payment charges provided for in this Agreement, counted from the original due date.
5.11. CONSUMPTION COSTS. Consumption costs of public cloud, third-party licenses and subscriptions vary according to usage and shall be passed on to the CLIENT under the terms of the Proposal/Quotation. ZAMAK shall support the CLIENT in the control and optimization of such costs, but does not guarantee a spending cap, unless a limit mechanism is expressly provided for in the Proposal/Quotation.
5.12. LICENSES AND SUBSCRIPTIONS FOR A FIXED PERIOD. Certain services incorporate third-party licenses or subscriptions contracted for a fixed period (monthly, annual or multi-year), as indicated in the Proposal/Quotation. Once provisioned, such licenses are due in full for the period contracted with the supplier, and are not subject to cancellation, refund or proportional reduction, even if they are deactivated or not used, or if this Agreement is terminated before the end of the respective period. Any installment payment of the amount, including in up to 12 (twelve) monthly installments, constitutes a mere payment facility and does not alter the full nature of the obligation; upon termination of this Agreement, the remaining installments for license periods already provisioned shall become due immediately.
5.13. NO PRO RATA. Services that depend on monthly licensing of third-party software do not allow for proportional charging by days of use, the full month being due in which the solution has remained active at any time.
6. TERM, TRIAL PERIOD AND TERMINATION
6.1. TERM. This Agreement enters into force on the date of acceptance by the CLIENT and remains in effect for the fixed term or indefinite term specified in the Proposal/Quotation. In the absence of specification, it shall be deemed entered into for an indefinite term. Services with different terms may coexist under this same Agreement, each observing the regime of the respective Proposal/Quotation.
6.1.1.AUTOMATIC RENEWAL. In fixed-term agreements, each service shall be automatically renewed for successive periods equal to the initial one, unless either Party gives written notice to the contrary at least 60 (sixty) days prior to the end of the current period. The prices in effect upon renewal shall be subject to the adjustment provided for in this Agreement.
6.1.2.EARLY TERMINATION FOR CONVENIENCE. In fixed-term agreements, termination for convenience by the CLIENT before the end of the term subjects it, in addition to the prior notice, to liquidated damages equivalent to the percentage defined in the Proposal/Quotation or, in its absence, to 50% (fifty percent) of the amount of the monthly fees falling due until the end of the current period, without prejudice to the payment in full of the licenses and subscriptions for a fixed period already provisioned. Amounts paid in advance for a fixed period are neither refundable nor subject to proration.
6.2. TRIAL PERIOD (TRY & GO).
6.2.1.TRIAL CONDITIONS. Where expressly provided for in the Proposal/Quotation, a trial period of 30 (thirty) calendar days shall apply, counted from the acceptance of this Agreement, during which ZAMAK shall make the platform available and shall perform, without any consideration, the onboarding, training and initial configuration activities, on a trial basis.
6.2.2.TERMINATION FOR CONVENIENCE DURING THE TRIAL PERIOD. During the trial period, either Party may terminate this Agreement for convenience upon written notice to the other, by e-mail or letter, without any charge or obligation to indemnify. If no notice of termination is given within the period, this Agreement shall come into full force, with all of its clauses becoming enforceable.
6.2.3.CLAUSES APPLICABLE DURING THE TRIAL. During the trial period, the compliance, confidentiality, data protection and liability clauses shall be fully in force, except for the provisions relating to financial consideration.
6.3. TERMINATION FOR CONVENIENCE.
6.3.1. UNILATERAL TERMINATION WITHOUT CAUSE. Either Party may terminate this Agreement, or any of the contracted services, without the need for justification, upon written notice given at least 60 (sixty) days in advance, subject, where there is a trial period, to the specific regime provided for therein. In fixed-term services, termination before the end of the term also subjects the CLIENT to the liquidated damages provided for in such event and to the payment in full of the licenses and subscriptions for a fixed period already provisioned.
6.3.2.OBLIGATIONS DURING THE PRIOR NOTICE. During the prior-notice period, all obligations under this Agreement shall remain fully valid and enforceable, including the provision of the services and the respective payment.
6.3.3.CAUSE. Termination for cause, including the default provided for in the Remuneration and Payment Conditions clause, dispenses with compliance with the prior notice.
6.4. REVERSIBILITY. Upon termination of this Agreement for any reason, ZAMAK shall: (i) deliver to the CLIENT the administrative credentials and the inventory of the resources under its management; (ii) keep available, for 30 (thirty) days counted from termination, a window for the export, by the CLIENT, of the CLIENT’s data stored on the platforms under ZAMAK’s management, including the backup platform, provided that the obligations then due have been fulfilled; and (iii) reasonably cooperate with the transition to a new provider, and transition activities exceeding the ordinary routines may be charged according to the prevailing fee schedule.
7. SECURITY, DATA PROTECTION AND CONFIDENTIALITY
7.1. SECURITY MANAGEMENT SYSTEM. ZAMAK maintains an Information Security Management System aligned with market best practices, taking as a reference the ISO/IEC 27001 framework (without such reference constituting a declaration of certification), with the adoption of the controls applicable to the services provided, including access controls with multi-factor authentication for privileged access, encryption of data in transit and, where applicable, at rest, audit logs, segregation of duties, incident management, periodic team training and reviews of the implemented controls.
7.1.1.INFORMATION ON CONTROLS. Upon the CLIENT’s reasoned request, ZAMAK shall make available general information about the security controls applicable to the contracted services, subject to confidentiality restrictions and to the prohibition on disclosing information that could compromise the security of the operation itself.
7.2.ACCESS TO DATA. ZAMAK may have remote access to the CLIENT’s data and information exclusively to the extent necessary for the execution of the services, acting, where applicable, in the capacity of data processor, being prohibited from autonomous processing, commercialization, improper retention or sharing of the accessed data, except with the CLIENT’s prior and express authorization or by legal or judicial determination.
7.3. DATA PROTECTION LEGISLATION. The technical and administrative measures adopted comply with Brazilian Law No. 13.709/2018 (LGPD) and, where applicable, the European Union General Data Protection Regulation (GDPR) and other rules applicable to the jurisdiction of performance.
7.3.1. Supplementary data-processing conditions (Data Processing Agreement / DPA) are published on ZAMAK’s website and incorporated into this Agreement by reference, via link, subject to the version in force.
7.4.DATA CONTROLLER. The CLIENT shall remain the sole and exclusive controller of the data processed in the context of this Agreement, being responsible for defining the purposes and legal bases of the processing, informing the data subjects and ensuring the compliance of its own processes, systems and personnel.
7.5.SECURITY INCIDENTS. In the event of a personal-data security incident that may result in relevant risk or harm to the data subjects, ZAMAK shall notify the CLIENT within a maximum of 72 (seventy-two) hours after becoming aware of the occurrence, or within a shorter period, when necessary for the CLIENT to meet its own legal notification deadlines, providing the information necessary to assess the impact and adopt the appropriate measures.
7.6. SUB-PROCESSORS. For the execution of the services, ZAMAK may rely on sub-processors, from which it shall require contractual confidentiality and security commitments compatible with those assumed towards the CLIENT. The updated list of sub-processors is available on ZAMAK’s institutional website and may, additionally, be provided to the CLIENT upon written request.
7.6.1. OBJECTION TO A SUB-PROCESSOR. In the event of a reasoned objection by the CLIENT to a given sub-processor, on grounds of regulatory compliance or information security, the Parties shall use their efforts to accommodate it through a reasonable alternative solution. Should accommodation not be feasible, the CLIENT may terminate the Agreement for convenience, without charge, upon written notice within 30 (thirty) days counted from ZAMAK’s response.
7.7.CONFIDENTIALITY. The Parties mutually undertake to keep confidential the confidential information to which they have access by virtue of this Agreement, restricting its use to the execution of the contracted object. This obligation shall subsist for a period of 5 (five) years after the termination of this Agreement. Confidential information does not include information that: (i) was already lawfully known to the receiving Party prior to disclosure; (ii) is or becomes public without breach of this Agreement; (iii) has been independently developed, without use of the other Party’s information; or (iv) is lawfully received from a third party not subject to a duty of confidentiality.
7.8.CUSTODY OF DOCUMENTS. The custody and management of contracts, invoices, software licenses, equipment-purchase receipts or other documents linked to the CLIENT’s infrastructure is the sole responsibility of the CLIENT itself.
7.9. INTELLECTUAL PROPERTY. (i) ZAMAK holds no intellectual-property rights over the third-party software, platforms and tools used in the provision of the services, which remain owned by their respective manufacturers and are merely licensed; (ii) documents, reports, automations, scripts, routines and policies developed by ZAMAK within the scope of the services remain owned by ZAMAK, with the CLIENT being granted a non-exclusive, non-transferable license of use, limited to the term of this Agreement and to the contracted purpose; (iii) the CLIENT’s data and content remain the exclusive property of the CLIENT.
7.10. CLIENT INSTRUCTIONS AND INTERNAL CONFLICTS. ZAMAK shall only carry out instructions relating to access, credentials, data and systems when issued by the representatives indicated in the CLIENT’s qualification (Annex I) or by whomever they formally designate. In the event of conflicting instructions, a corporate dispute or internal litigation within the CLIENT, ZAMAK may, without this constituting a breach of contract: (i) keep the access configuration then in effect unchanged; (ii) require a joint instruction from the registered representatives, a resolution of the competent corporate body or a court order; and (iii) refrain from granting, expanding or revoking access, as well as from providing copies of data, to partners, officers or third parties, until the deadlock is overcome. ZAMAK shall remain neutral in the CLIENT’s internal disputes, save for compliance with court orders and requests from competent authorities.
7.11. ACCESS GRANTING AND RESTRICTION POLICY. Requests for granting, restriction, suspension or removal of access, accounts and profiles shall be fulfilled when made through the official channels and signed by the legal representative or the technical representative indicated in the CLIENT’s qualification, or by whomever they formally designate. ZAMAK carries out the instruction received without judgment as to its reasons, the CLIENT remaining responsible for the internal effects of the measure.
7.12. REQUESTS INVOLVING PARTNERS AND OFFICERS. A request to restrict or remove the access of a partner or officer of the CLIENT, when made by another partner or officer, shall only be fulfilled upon a joint instruction from the registered representatives, a resolution of the competent corporate body, a corporate document granting the requester powers for the act, or a court order. Until such requirement is met, ZAMAK shall keep the access configuration in effect unchanged and shall inform the requester of the pending matter, without such abstention constituting a breach of contract.
8. USE OF ARTIFICIAL INTELLIGENCE
8.1.ARTIFICIAL INTELLIGENCE SUPPORT. ZAMAK may use artificial-intelligence tools, including language models and analogous systems, as support for the provision of the services, in activities such as log analysis, ticket classification, generation of draft responses, suggestion of technical solutions and preparation of management reports. Such use does not replace human technical supervision, which shall remain responsible for reviewing and validating the results before their delivery to the CLIENT.
8.2. TRAINING PROHIBITION. The CLIENT’s data shall not be used, by ZAMAK or by its sub-processors, for the purpose of training or improving artificial-intelligence models, except with the CLIENT’s prior and express authorization, formalized in a specific instrument.
8.3.VALIDATION BY THE CLIENT. The CLIENT acknowledges that the results generated by artificial-intelligence tools may contain inaccuracies, incompleteness or errors, and it is the CLIENT’s responsibility to validate the results before any operational or decision-making use, especially where they may produce effects on third parties.
8.4.NO WARRANTY. ZAMAK does not guarantee the accuracy, completeness or fitness for a specific purpose of any results generated by artificial intelligence, and the limitations of liability provided for in this Agreement apply to such results.
9. LIMITATION OF LIABILITY
9.1.NO GUARANTEE OF RESULTS. ZAMAK shall provide the services with technical diligence, without any guarantee of specific results, considering that they consist of the orchestration and integration of technological solutions maintained by third parties. ZAMAK’s liability does not extend to failures, unavailability or losses arising from such platforms, suppliers or external environments, nor to indirect damages, lost profits, operational stoppages, data loss or losses of a remote, consequential, punitive or emergent nature, even if previously advised of the possibility of such occurrences.
9.2.EXCLUSIONS OF LIABILITY. ZAMAK shall not be liable for failures arising from fortuitous event, force majeure or events attributable to the CLIENT or to third parties, including, without limitation: unavailability of the public network, power fluctuations or failures, local hardware defects, external cyberattacks or improper use of the systems by the CLIENT. Fortuitous events or force majeure events suspend the performance obligations for as long as they last, but do not release the CLIENT from the duty to pay for the services already provided.
9.3. ZAMAK’S TOTAL LIABILITY, IF ANY, UNDER ANY CIRCUMSTANCE, SHALL BE LIMITED TO THE TOTAL AMOUNT EFFECTIVELY PAID BY THE CLIENT IN THE 12 (TWELVE) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, SUCH LIMIT BEING DEEMED GLOBAL FOR ALL CLAIMS EVENTUALLY BROUGHT WITHIN THE PERIOD.
10. ACCEPTANCE AND EXECUTION
10.1. FORM OF ACCEPTANCE. This Agreement shall be considered fully valid, binding and effective as from the unequivocal manifestation of electronic acceptance by the CLIENT, carried out by means of:
(a) prior viewing of this Agreement and of the Proposal/Quotation;
(b) affirmative ticking of a checkbox indicating “I have read, understood and fully accept the ZAMAK Services Agreement and the related Commercial Proposal/Quotation”; and
(c) clicking a confirmation button with an unequivocal label.
10.2.ELECTRONIC RECORDS. The CLIENT acknowledges that the electronic records maintained by ZAMAK — including date, time, IP address, identification of the accepting user, version of the Agreement accepted and viewing logs — constitute valid documentary evidence of the manifestation of will and of the extent of the contracted conditions.
10.3.EFFECTS OF ACCEPTANCE. Acceptance implies full and unrestricted agreement with this Agreement and with the commercial conditions set forth in the Proposal/Quotation, which becomes an integral part of this instrument for all purposes.
10.3.1. AUTHORITY OF THE ACCEPTING PERSON. Electronic acceptance carried out from an e-mail address of the CLIENT’s corporate domain, combined with confirmatory acts such as the payment of invoices and/or the release of accesses for the installation of ZAMAK’s agents and software, evidences the authority of the person performing it to bind the CLIENT, with the regularity of representation being presumed (theory of apparent authority and ratification by acts, pursuant to articles 111 and 662 et seq. of the Brazilian Civil Code). The accepting person declares, at that moment, to have powers to contract on behalf of the CLIENT.
10.4.FLEXIBLE MODEL. The Parties acknowledge that the services operate under a flexible technical and commercial model, with the possibility of monthly variations in scope, volume or modality, such changes being reflected in the commercial Proposals/Quotations and in the corresponding operational records, which shall serve as the basis for billing and for evidencing the extent of the services, regardless of amendments or additional formalizations.
10.5. EXECUTION BY ELECTRONIC SIGNATURE. Where provided for in the Proposal/Quotation, this Agreement shall be executed by means of the electronic signature of the Parties on a platform designated by ZAMAK, in which case the signature replaces the ticking and the confirmation click, all other effects of this Agreement being maintained. In all other engagements, the electronic acceptance provided for in this clause applies.
10.6. SIGNATURE AND ENFORCEABILITY. The electronic signature may be collected on platforms adopted by ZAMAK, such as D4Sign or Odoo Sign, which generate an audit trail and allow the verification of the authorship and integrity of the document by the signature provider, an ICP-Brasil digital certificate also being admitted. Once signed by the Parties, the signature of witnesses being dispensed with by reason of the integrity verification by the signature provider, the instrument constitutes an enforceable extrajudicial instrument (título executivo extrajudicial), pursuant to Article 784, item III and §4, of the Brazilian Code of Civil Procedure.
10.7.CASES OF TACIT ACCEPTANCE. Where expressly provided for in the Proposal/Quotation, without prejudice to the other forms of acceptance contemplated in this Agreement, the following constitute tacit and full acceptance of its terms, with the CLIENT fully bound: (i) payment of the first invoice; or (ii) authorization for the installation of ZAMAK’s agents, management software, remote access or other platform resources on the CLIENT’s servers and devices, as well as their effective installation through the release of accesses or provision of credentials, pursuant to Article 111 of the Brazilian Civil Code and equivalent principles of applicable law.
10.8.ACCEPTANCE DURING THE TRIAL PERIOD. During the trial period, the installation of the technical resources shall not constitute tacit acceptance, which shall operate only after the end of said period, in the absence of notice of termination for convenience.
11. GOVERNING LAW, VENUE AND ARBITRATION
11.1. CLIENTS DOMICILED IN BRAZIL.
11.1.1.GOVERNING LAW. For CLIENTS domiciled in Brazil, this Agreement shall be governed exclusively by Brazilian law.
11.1.2. VENUE. The Parties elect the courts of the Judicial District of the Capital of the State of Rio de Janeiro/RJ to settle any disputes arising from this Agreement, with express waiver of any other venue, however privileged, save for ZAMAK’s right to bring collection actions in the venue of the CLIENT’s domicile.
11.1.3.AWARENESS AND AGREEMENT. The CLIENT declares that, although this Agreement is made available electronically, it had a prior opportunity to analyze, become aware of and consider all of its provisions, including the choice-of-venue clause, expressly stating its agreement upon acceptance.
11.2. CLIENTS DOMICILED OUTSIDE BRAZIL.
11.2.1. GOVERNING LAW. For CLIENTS domiciled outside Brazil, this Agreement shall be governed exclusively by the laws of the State of Florida, USA, regardless of the place of performance of the services and without application of conflict-of-laws rules.
11.2.2.ARBITRATION. Any disputes, controversies or claims arising out of or relating to this Agreement shall be finally resolved by arbitration administered by JAMS, in accordance with its Comprehensive Arbitration Rules or its Streamlined Arbitration Rules — the latter automatically applicable when the amount in controversy is less than US$ 250,000.00 (two hundred and fifty thousand U.S. dollars).
11.2.3.SEAT AND LANGUAGE. The arbitration shall be seated in Miami, Florida, shall be conducted in the English language by a single arbitrator, and the arbitral award shall be final, binding and enforceable in any jurisdiction, subject to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
11.2.4. INTERIM MEASURES. Notwithstanding the provisions of this clause, either Party may seek interim measures before the state or federal courts having jurisdiction over Miami-Dade County, Florida, without such request constituting a waiver of arbitration. Likewise, ZAMAK may collect undisputed and unpaid amounts before the same courts, without such collection constituting a waiver of arbitration.
11.2.5. CLASS ACTION WAIVER.
THE PARTIES EXPRESSLY AGREE THAT ANY DISPUTES SHALL BE RESOLVED EXCLUSIVELY ON AN INDIVIDUAL BASIS, AND WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR CONSOLIDATED ARBITRATION AGAINST THE OTHER PARTY.
11.2.6. JURY TRIAL WAIVER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES EXPRESSLY, INTENTIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN STATE OR FEDERAL COURT.
11.2.7. PREVAILING PARTY FEES. In the arbitration, as well as in the judicial measures permitted under this clause, the losing party shall bear the reasonable attorneys’ fees and the costs and expenses of the prevailing party, as determined by the arbitrator or by the competent court.
11.3. LANGUAGE PREVALENCE.
11.3.1.LANGUAGES. This Agreement is drafted in Portuguese, English and Spanish, all three versions being authentic and binding. In the event of any discrepancy among them, for CLIENTS governed by Brazilian law, the Portuguese version shall prevail; for CLIENTS governed by the law of the State of Florida, the English version shall prevail.
12. FINAL PROVISIONS
12.1.ENTIRE AGREEMENT. This Agreement supersedes any prior understandings, communications or versions related to the services described herein, prevailing over any documents or negotiations that are not formally incorporated.
12.2.SEVERABILITY. The eventual invalidity or unenforceability of any clause of this Agreement shall not affect the remaining provisions, which shall remain fully valid and effective; the Parties shall use their efforts to replace the affected clause with a valid one that corresponds to the original intent.
12.3.RECORDS AS EVIDENCE. The electronic records maintained by ZAMAK — access logs, technical interactions, commercial correspondence and operational reports — constitute valid documentary evidence of the contractual relationship and of its conditions, including for collection purposes.
12.4.ASSIGNMENT. The Parties may not assign or transfer the rights and obligations of this Agreement without the prior written authorization of the other Party, save for ZAMAK with respect to corporate-reorganization operations.
12.5.TOLERANCE. The tolerance of either Party with respect to a breach of any clause of this Agreement shall not constitute novation, waiver of rights or modification of what has been agreed.
12.6.UPDATES TO THE AGREEMENT. ZAMAK may update this Agreement periodically, to reflect regulatory changes, technical evolution of the services, operational adjustments or contractual improvements. Updates shall enter into force upon prior notice to the CLIENT, given at least 30 (thirty) days in advance, sent to the registered electronic address, accompanied by the new full version or by a highlight of the relevant changes.
12.6.1.CLIENT OBJECTION. The CLIENT may object on stated grounds to the changes within the same period of 30 (thirty) days. Where the objection refers to a materially adverse change, and in the absence of an agreement for accommodation, the CLIENT may terminate the Agreement for convenience, without charge, upon written notice. Once the period has elapsed without any manifestation, the new version shall be deemed fully accepted.
12.6.2.NON-ADVERSE CHANGES. Changes that result from a legal or regulatory requirement, reinforce the CLIENT’s rights, are of a strictly operational or drafting nature, or adjust formal aspects without altering substantial obligations, do not constitute a materially adverse change.
12.6.3. PUBLISHED VERSION. The version of this Agreement in force is published and permanently available on ZAMAK’s website, identified by version number and effective date, to which the Proposals/Quotations and invoices issued refer.
12.6.4. ONGOING AGREEMENTS. The published version applies to engagements entered into as from its effective date. Ongoing engagements remain governed by the version in force at the time they were entered into, until the CLIENT accepts the later version in the manner set forth in this Agreement.
12.7.NON-SOLICITATION. The Parties undertake, during the term of this Agreement and for 24 (twenty-four) months after its termination, not to hire, directly or indirectly, employees or contractors of the other Party who have worked on the execution of this Agreement, except with prior written authorization, under penalty of liquidated damages equivalent to 24 (twenty-four) times the last gross monthly remuneration of the professional involved.
12.8.USE OF TRADEMARK. The CLIENT authorizes ZAMAK to use its corporate name and logo exclusively as a commercial and portfolio reference, the disclosure of confidential information being prohibited. This authorization may be revoked by the CLIENT at any time, upon written notice.
12.9.SPECIAL CONDITIONS. Special conditions negotiated between the Parties must be expressly set forth in the Proposal/Quotation and shall prevail over this Agreement to the extent they conflict with it, restricted to the relationship with the respective CLIENT and without altering the base text applicable to other clients.
12.10. INTEGRITY. The Parties represent and warrant, for themselves and for their officers, employees and third parties acting on their behalf, compliance with anti-corruption laws (including Brazilian Law No. 12.846/2013 and the U.S. Foreign Corrupt Practices Act — FCPA), with anti-money laundering rules and with applicable sanctions and export control rules (including the OFAC lists), refraining from promising, offering, giving or receiving any undue advantage of any nature. Either Party may suspend performance or terminate this Agreement, upon written notice, if the other is formally charged with a violation of such rules or if the continuation of the relationship would expose it to relevant legal, sanctions or reputational risk.
12.11. SURVIVAL. The provisions on confidentiality, data protection, intellectual property, limitation of liability, non-solicitation, integrity, outstanding payment obligations and the other clauses which, by their nature, must subsist shall survive the termination of this Agreement, for their respective periods.
12.12. RELATIONSHIP BETWEEN THE PARTIES. This Agreement does not create an employment relationship, partnership, association, joint venture, agency or representation relationship between the Parties or between a Party and the employees of the other, each Party being exclusively liable for its own labor, social-security, tax and social obligations.
ANNEX I — CLIENT QUALIFICATION
The data below shall be automatically filled in by ZAMAK’s electronic platform from the CLIENT’s registration at the time of electronic acceptance, forming an integral part of this Agreement for all purposes.
Legal Entity:
• Corporate name / Legal name
• Trade name
• CNPJ (Brazil) / EIN or equivalent registration number
• State and municipal registration, where applicable
• Full address and postal code
• Phone number
Responsible Parties:
• Legal representative: name, CPF/ID, e-mail
• Financial representative: name, billing e-mail
• Technical representative: name, e-mail
The CLIENT’s legal representative declares to be fully responsible for the accuracy of the information provided upon electronic acceptance.
SIGNATURES
When this Agreement is executed by electronic signature, the signatures below and the audit trail issued by the signature platform form an integral part of this instrument.
Place and date: ____________________________________
ZAMAK: __________________________ Name: __________________ Title: ______________
CLIENT: ________________________ Name: __________________ Title: ______________