TASKUP, A BRAND THAT BELONGS TO TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA

MASTER SUBSCRIPTION AGREEMENT “MSA”

TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA (“MSA”) Master Subscription Agreement, hereinafter referred to as “TWRT” is effective as of the effective date of an applicable signed order form (such form is an “Order Form” and such date is the “Effective Date”) and is entered into between TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, a São Paulo/SP company with its registered office at Rua Martinico Prado, 167, sala 12, CEP: 01224-011, “TASKUP”), and the customer set out in the Order Form (“Customer”) (the “TASKUP”), (the “TASKUP”), and the customer named in the Order Form (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form shall prevail.

Section 1 Services.

“Services” means the product(s) and service(s) ordered by Customer from

TASKUP, A BRAND THAT BELONGS TO TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA

MASTER SUBSCRIPTION AGREEMENT “MSA”

TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA (“MSA”) Master Subscription Agreement, hereinafter referred to as “TWRT” is effective as of the effective date of an applicable signed order form (such form is an “Order Form” and such date is the “Effective Date”) and is entered into between TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, a São Paulo/SP company with its registered office at Rua Martinico Prado, 167, sala 12, CEP: 01224-011, “TASKUP”), and the customer set out in the Order Form (“Customer”) (the “TASKUP”), (the “TASKUP”), and the customer named in the Order Form (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form shall prevail.

Section 1 Services.

“Services” means the product(s) and service(s) ordered by Customer from Thomas Weinstein Representations and Software Development online or through an Order Form that references this MSA, whether on a trial or paid basis, and to which

Thomas Weinstein Representations and Software Development provides access to the Client. The Services exclude any products or services provided by third parties, even if Customer has connected such products or services to the Services. Subject to the terms and conditions of this MSA, Thomas Weinstein Software Development will make the Services available during the Term as set forth in an Order Form.

Section 2: Fees and payment.

2.1 Fees. The Customer shall pay the fees specified in the Order Form (the “Fees”).

2.2 Payment; taxes. TWRT will invoice Client for Fees, either within the Services or directly, within thirty (30) days of the Effective Date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Client shall pay all invoiced Fees within thirty (30) days net of the invoice date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Any late payments may incur fees. Rates do not include local, state or federal taxes or fees of any kind and such taxes shall be borne and paid by Customer, all prices shall include applicable taxes and these are not the responsibility of TWRT unless otherwise set forth in the agreement entered into with Customer.

Section 3: Term and termination.

3.1 Term. This MSA commences on the Effective Date and will remain in effect during the Initial Term and all Renewal Terms, as specified in the Order Form, unless terminated in accordance with this Section (the Initial Term and all Renewal Terms, collectively, the “Term”).

3.2 Termination for cause. A Party may terminate this MSA for cause. Until terminated as provided herein, this Agreement shall remain in effect while an Order is in effect and an Order shall remain in effect during the Term of the Online Services or the completion of the Professional Services pursuant to such Order. Unless otherwise expressly provided in an order or unless one party provides the other with written notice of non-renewal at least thirty (30) days prior to the term end date, the total number of units purchased or otherwise provisioned or used during the term of each subscription service will automatically renew for successive one (1) year renewal terms pursuant to this agreement and the applicable order.For the avoidance of doubt, any purchase or provision of Services that are not subscription or one-time use Services will not automatically renew.

3.3 Termination. A Party may terminate the MSA and an applicable Order Form or a party may terminate this Agreement in its entirety: (a) upon thirty (30) days’ prior written notice to Products and sixty (60) days’ prior written notice to the other party if, at the time of notice, there are no Orders in effect; or (b) upon written notice to the other party if the other party breaches any material obligation (other than with respect to Professional Services) under this Agreement or an Order and does not cure such breach within thirty (30) days after receipt of notice of the breach. Either party may terminate a Professional Service upon written notice to the other party if the other party breaches any material obligation relating to Professional Services and fails to cure such breach within thirty (30) days of receipt of notice of the breach.

3.4 Effect of Termination and Survival. In the event of termination or cancellation of an Order Form or this MSA. In the event of termination of this Agreement for any reason: (a) all Services and Orders under this Agreement will terminate; and (b) all rights and obligations of the parties hereunder will terminate, except as set forth in Section 10.6 (Survival). If Customer terminates this Agreement or a Service for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s uncured breach under Section 10.2 (Termination), TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will issue a refund of the prepaid fees covering the terminated portion of the respective Term for each Service plus a 20% penalty for the replacement services. If TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA terminates this Agreement or a Service for Customer’s uncured breach under Section 10.2, Customer will pay any outstanding amounts payable under this Agreement for the Term applicable to any terminated Service. Professional Services specific to an online Service shall terminate upon termination of such online Service, and Customer shall pay for Professional Services rendered up to or payable from the effective date of such termination.

Section 4. License and use of the Services.

4.1 License. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA grants the Client a non-exclusive, non-transferable and non-sublicensable license and/or service for the product or service

4.2. Authorized Users. Customer may designate and provide access to its employees (or those of its corporate affiliates), independent contractors or other agents to an account on the Services as authorized users (each an “Authorized User”) up to the number of “seats” set forth in the Order Form (unlimited if not specified in the Order Form). Each account may only be used by a single individual Authorized User, and the Customer may be charged for additional seats (if applicable), or TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may terminate the MSA for cause if this requirement is circumvented. Customer is responsible for all use and misuse of the Services by Authorized User accounts and for adherence to this MSA by any Authorized Users, and references to Customer herein shall be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to immediately notify TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA of any unauthorized access or use of which Customer becomes aware.

4.3 Prohibited uses. The Customer and Authorized Users may not: (a) “frame”, distribute, resell or allow access to the Services by any third party other than for its intended purpose; (b) use the Services in a manner that does not comply with applicable federal, state and local laws; (c) interfere with the Services or disrupt any other user’s access to the Subscription Service; (d) reverse engineer, attempt to gain unauthorized access to the Service, attempt to discover the underlying source code or structure, or copy or attempt to copy the Services; (e) knowingly upload to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or otherwise unlawful; (f) upload to the Services or otherwise use in the Services any undisclosed routine, device, code, exploit or other feature that is designed to delete, disable, interfere with or otherwise impair any software, program, data, device, system or service, or that is intended to provide unauthorized access or produce unauthorized modifications; or (g) use any robot, spider, data scraping or extraction tool or similar mechanism in connection with the Services.

Section 5 Confidentiality.

As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party should reasonably understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For purposes of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this MSA. Except as expressly permitted in this MSA, the Receiving Party shall not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the prior written consent of the Disclosing Party. The Receiving Party shall not use the Disclosing Party’s Confidential Information except to fulfill its obligations under this Agreement, such obligations including, in the case of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, the provision of the Services. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, contest and obtain a protective order or other appropriate relief with respect to such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and obtain confidential treatment or a protective order; and (c) permits the Disclosing Party to participate in the proceeding. In addition, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party having breached any obligation owed to the Disclosing Party; (ii) has been independently developed by the Receiving Party without the Receiving Party having breached any obligation owed to the Disclosing Party; or (iii) is received from a third party who has obtained such Confidential Information without any third party having breached any obligation owed to the Disclosing Party.

Section 6. Data practices

6.1. Definitions. “Service Data” means a subset of Confidential Information consisting of electronic data, text, messages, communications or other materials submitted to and stored on the Services by Customer in connection with the use of the Services. Service Data may include, without limitation, any information relating to an identified or identifiable natural person (“data subject”), an identifiable natural person being one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”). Service Data does not include metrics and information relating to Customer’s use of the Services, including information about how Authorized Users use the Services (such information, “Usage Data”).

6.2 Ownership. Customer will continue to retain its ownership rights to all Service Data processed under this MSA and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will own all Usage Data.

6.3 Use of data by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA Notwithstanding any other provision of this Agreement, technical, statistical, learned or other usage data, and payment, billing, profile or other account information is processed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ as data controller and is not Customer Content. In accordance with applicable data protection laws, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ will notify individual Users of its published Privacy Notice (available on the Site) and will process a User’s personal data collected by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ (including usage data and account information) as a data controller in accordance with the Privacy Notice:

6.3.1 Operation of the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive, collect, store and/or process Service Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s legitimate interest in operating the Services. For example, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may collect Personal Data (such as name, telephone number or credit card information) through the account activation process. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may also use Service Data in an anonymized form, such as conversion to numeric value, for training machine learning models to support certain features and functionality within the Services.

6.3.2 Communications. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may communicate with the Client or Authorized Users (i) to send information about products and promotional offers or (i) about the Services in general. If the Client or an Authorized User does not wish to receive such communications, the Client may send an e-mail to privacidade@twrt.com.br. The Client and Authorized Users will always receive transactional messages that are necessary for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s to provide the Services (such as billing notices and product usage notifications).

6.3.3 Improvement of Services. TWRT may collect and engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on TWRT’s legitimate interest in improving the Services. When TWRT uses Usage Data, any Personal Data that has been included in the Service Data shall be anonymized and/or aggregated such that it no longer constitutes Service Data or Personal Data under applicable data protection laws. Such third party analytics providers will not share or disclose Usage Data, although TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may make Usage Data publicly available from time to time.

6.3.4 Connection to third party services. The Customer may wish to connect third party services to the Services (e.g. connect our products and/or services to the Customer’s single sign-on service to check the 2FA status of the Customer’s employees). When the Customer uses a third party service to connect to our products and/or services‘, logs into the Services via a third party authentication service or otherwise provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘access to information from a third party service, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ may obtain other information, including Personal Data, from such third parties and combine such Service or Usage Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ legitimate interest in providing the Customer with functionality that supports the Services. Any access TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive to such information from a third party service will always be in accordance with the features and functionality, particularly with respect to authorization, of such service. By authorizing TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to connect with a third party service, the Customer authorizes TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to access and store any information provided to TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ by such third party service, and to use and disclose such information in accordance with this MSA.

6.3.5 Third Party Service Providers. You agree that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may provide Service Data and Personal Data to authorized third party service providers only to the extent necessary to provide, protect or improve the Services. These third party service providers will only have access to Service Data and Personal Data as reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations that are commercially reasonable and substantially consistent with the standards described in this MSA; and (b) your agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below. 6.4. Service Data Safeguards. (i) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will not sell, rent or lease Service Data to third parties, and will not share Service Data with third parties, except as permitted by this MSA and to provide, protect and support the Services. (ii) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will maintain appropriate and commercially reasonable administrative, physical and technical safeguards (especially for a company of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s size and revenue) to protect the security, confidentiality and integrity of Service Data.

Section 7 Privacy practices.

7.1 Privacy Policy. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA operates the Services and, as applicable, handles Personal Data in accordance with the privacy policy available at https:www.taskup.com.br/cancelamentos or https://www.taskup.com.br/privacidade.

7.1 Customer as Controller. To the extent that Service Data constitutes Personal Data, the Parties agree that the Customer determines the purpose and means of processing such Personal Data, and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA processes such information on behalf of the Customer.

7.2 Hosting and Processing. Unless otherwise specifically agreed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, Service Data may be hosted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, or its respective authorized third party service providers, in the United States, Brazil or Europe, or other locations around the world. In providing the Services, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will engage entities to process Service Data, including, without limitation, any Personal Data contained in Service Data pursuant to this MSA, in the United States and other countries and territories.

7.3 Subprocessors. The Customer acknowledges and agrees that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may use third party data processors contracted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ to process Service Data on behalf of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’.third party data processors engaged by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA for processing on behalf of the Customer and in accordance with the Customer’s instructions (as communicated by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA) and the terms of their written sub-contract (the “Sub-processors”). These Subprocessors may access the Service Data to provide, protect and improve the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA shall be liable for the acts and omissions of the Subprocessors to the same extent TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA would be liable if TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA were performing the Services directly under the terms of this MSA. The names and locations of all current Subprocessors used for the processing of Personal Data under this MSA, if any, are set forth in the Privacy Policy.

Section 8 Intellectual Property Rights. Each Party shall retain all right, title and interest in and to any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, in particular, shall exclusively retain such rights in and to the Services and all components of or used to provide the Services. The Client provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA with a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple tiers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, suggestions, content or content of the Services, otherwise use any suggestions, enhancement requests, recommendations or other feedback that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA receives from Customer, its agents or representatives, Authorized Users or other third parties acting on Customer’s behalf; and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or initiated by such suggestions, enhancement requests, recommendations or other comments.

Section 9. Declarations, Warranties and Disclaimers.

9.1 Authority. Each Party declares that it has validly entered into this MSA and that it has the legal power to do so.

9.2 Warranties. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA warrants that, during an applicable Term of 12, 24 or 36 months. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3 (Term and Termination) hereof.

9.3 Disclaimers. Except as specifically set forth in this section and any applicable service level agreement, the services, including all server and network components, are provided on an “as is” and “as available” basis, without warranties of any kind, to the fullest extent permitted by law, and twrt expressly disclaims any and all warranties, express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. Customer acknowledges that twrt does not warrant that the services will be uninterrupted, timely, secure, error-free or free of viruses or other malicious software, and no information or advice obtained by customer from twrt or through the services shall create any warranty not expressly stated in this msa. The parties further agree that twrt shall have no obligation or responsibility for customer’s various compliance programs and that the services, to the extent applicable, are only tools to assist customer in meeting the various compliance obligations for which customer is solely responsible.

Section 10 – Compensation.

10.1 Indemnification by TWRT. TWRT will indemnify and hold Customer harmless from and against any third party claim against Customer alleging that Customer’s use of a Service as permitted by this MSA infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party (an “IP Claim”). TWRT will defend, at its expense, such IP Claim and pay the damages finally awarded to Customer in connection therewith, including the reasonable fees and expenses of attorneys retained by TWRT for such defense, provided that (a) Customer promptly notifies TWRT of the threat or notification of such IP Claim; (b) TWRT shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any IP Claim (however, TWRT will not settle or compromise any claim resulting in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with TWRT in connection therewith. If Customer’s use of a Service has become, or in TWRT’s opinion is likely to become, the subject of any IP Claim, TWRT may, at its option and expense, (i) obtain for Customer the right to continue using the Service(s) as set forth herein; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable, as determined by TWRT, terminate Customer’s subscription to the Service(s) and refund, on a pro-rata basis, any fees previously paid to TWRT for the corresponding unused portion of the Term for such Service(s). TWRT shall have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (x) TWRT’s compliance with designs, data, instructions or specifications provided by Customer; (y) the modification of the Service(s) by anyone other than TWRT or the use of the Service(s) in violation of (i) this MSA, (ii) written instructions provided by TWRT, or (iii) the product features of the Service(s); or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not itself be infringing. The provisions of this Section establish TWRT’s sole, exclusive and entire liability to Customer and constitute Customer’s exclusive remedy with respect to an IP Claim brought by reason of access to or use of a Service by Customer, Customer’s agents or Authorized Users.

10.2 Indemnification by Customer. Customer will indemnify and hold TWRT harmless from any third party claim (a) arising out of or related to the use of a Service by Customer, Customer’s agents or Authorized Users in violation of this MSA; or (b) alleging that Customer’s Service Data infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party; provided that (i) TWRT promptly notifies Customer of the threat or notice of such claim; (ii) Customer shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by TWRT without TWRT’s prior written consent); and (iii) TWRT fully cooperates in connection therewith.

Section 11. Limitation of liability.

Section 12 Miscellaneous.

12.1 Entire Agreement. This MSA and the applicable Order Form(s) constitute the entire agreement and supersede all prior agreements between TWRT and Customer with respect to the subject matter hereof.

12.2 Assignment. Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control or sale of all or substantially all of such Party’s assets, provided that (1) the other Party receives prior notice of such assignment and (2) any successor agrees to perform its obligations under this MSA. Subject to the foregoing restrictions, this MSA shall be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.

12.3 Severability. If any provision of this MSA is found by a court of competent jurisdiction to be unenforceable, that provision shall be modified by the court and interpreted so as to best comply with the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.

12.4 Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

12.5 Notices. All notices provided by TWRT to Customer under this MSA may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S./Brazil/European mail to the contact address provided by Customer on the Order Form; or (b) electronic mail to the electronic mail address provided for Customer’s account owner. Customer shall notify TWRT in writing by Courier or by US/Brazil/European mail to Rua Martinico Prado, 167 sala 11, São Paulo/SP, CEP: 01224-011. All notices shall be deemed to have been given immediately upon delivery by electronic mail or, if otherwise delivered, on the earlier of the date of receipt or two (2) business days after being deposited in the mail or a Courier, as permitted above.

12.6 Applicable Law, Jurisdiction, Venue. This MSA shall be governed by the laws of the State of São Paulo, without reference to conflict of laws principles. Any disputes arising out of this MSA shall be resolved in a court of general jurisdiction in Brazil, in São Paulo. Customer expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or the access to or use of the Services by Customer, its agents or Authorized Users.

12.7 Export Compliance. The Services and other software or components of the Services that TWRT may provide or make available to Customer are subject to United States export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of the Treasury. Customer agrees to comply with all laws and regulations relating to access to and use of the Services. Customer will not access or use the Services if Customer or any Authorized User is located in any jurisdiction in which the provision of the Services, the Software or other components is prohibited by U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not included on any U.S. government list of persons or entities prohibited from receiving U.S. exports or engaging in transactions with any U.S. person; (b) it is not a citizen of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individual under its control to access or use the Services in violation of any U.S. export embargo or any other applicable jurisdiction.(c) will not permit any individual under its control to access or use the Services in violation of any applicable export embargo, prohibition or restriction of the United States or any other country; and (d) will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.

12.8 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee or agent of TWRT in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer becomes aware of any violation of the above restriction, Customer will use reasonable efforts to immediately notify TWRT.

12.9 Advertising and Marketing. TWRT may use Customer’s name, logo and trademarks only to identify Customer as a TWRT customer on TWRT’s website and in other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides the same to TWRT. TWRT may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote the Services. TWRT will never disclose aggregated and/or anonymous information to third parties in a manner that could identify Customer as the source of the information or Authorized Users or others personally.

12.10. Amendments. TWRT may amend this MSA from time to time, in which case the new MSA will supersede prior versions. TWRT will notify Customer at least ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services after the effective date of such amendment may be deemed by TWRT to constitute consent to such amendment. TWRT’s failure at any time to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision of this Agreement.

In case of any discrepancies, the version in Portuguese shall prevail

online or through an Order Form that references this MSA, whether on a trial or paid basis, and to which

TASKUP, A BRAND THAT BELONGS TO TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA

MASTER SUBSCRIPTION AGREEMENT “MSA”

TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA (“MSA”) Master Subscription Agreement, hereinafter referred to as “TWRT” is effective as of the effective date of an applicable signed order form (such form is an “Order Form” and such date is the “Effective Date”) and is entered into between TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, a São Paulo/SP company with its registered office at Rua Martinico Prado, 167, sala 12, CEP: 01224-011, “TASKUP”), and the customer set out in the Order Form (“Customer”) (the “TASKUP”), (the “TASKUP”), and the customer named in the Order Form (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form shall prevail.

Section 1 Services.

“Services” means the product(s) and service(s) ordered by Customer from Thomas Weinstein Representations and Software Development online or through an Order Form that references this MSA, whether on a trial or paid basis, and to which

Thomas Weinstein Representations and Software Development provides access to the Client. The Services exclude any products or services provided by third parties, even if Customer has connected such products or services to the Services. Subject to the terms and conditions of this MSA, Thomas Weinstein Software Development will make the Services available during the Term as set forth in an Order Form.

Section 2: Fees and payment.

2.1 Fees. The Customer shall pay the fees specified in the Order Form (the “Fees”).

2.2 Payment; taxes. TWRT will invoice Client for Fees, either within the Services or directly, within thirty (30) days of the Effective Date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Client shall pay all invoiced Fees within thirty (30) days net of the invoice date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Any late payments may incur fees. Rates do not include local, state or federal taxes or fees of any kind and such taxes shall be borne and paid by Customer, all prices shall include applicable taxes and these are not the responsibility of TWRT unless otherwise set forth in the agreement entered into with Customer.

Section 3: Term and termination.

3.1 Term. This MSA commences on the Effective Date and will remain in effect during the Initial Term and all Renewal Terms, as specified in the Order Form, unless terminated in accordance with this Section (the Initial Term and all Renewal Terms, collectively, the “Term”).

3.2 Termination for cause. A Party may terminate this MSA for cause. Until terminated as provided herein, this Agreement shall remain in effect while an Order is in effect and an Order shall remain in effect during the Term of the Online Services or the completion of the Professional Services pursuant to such Order. Unless otherwise expressly provided in an order or unless one party provides the other with written notice of non-renewal at least thirty (30) days prior to the term end date, the total number of units purchased or otherwise provisioned or used during the term of each subscription service will automatically renew for successive one (1) year renewal terms pursuant to this agreement and the applicable order.For the avoidance of doubt, any purchase or provision of Services that are not subscription or one-time use Services will not automatically renew.

3.3 Termination. A Party may terminate the MSA and an applicable Order Form or a party may terminate this Agreement in its entirety: (a) upon thirty (30) days’ prior written notice to Products and sixty (60) days’ prior written notice to the other party if, at the time of notice, there are no Orders in effect; or (b) upon written notice to the other party if the other party breaches any material obligation (other than with respect to Professional Services) under this Agreement or an Order and does not cure such breach within thirty (30) days after receipt of notice of the breach. Either party may terminate a Professional Service upon written notice to the other party if the other party breaches any material obligation relating to Professional Services and fails to cure such breach within thirty (30) days of receipt of notice of the breach.

3.4 Effect of Termination and Survival. In the event of termination or cancellation of an Order Form or this MSA. In the event of termination of this Agreement for any reason: (a) all Services and Orders under this Agreement will terminate; and (b) all rights and obligations of the parties hereunder will terminate, except as set forth in Section 10.6 (Survival). If Customer terminates this Agreement or a Service for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s uncured breach under Section 10.2 (Termination), TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will issue a refund of the prepaid fees covering the terminated portion of the respective Term for each Service plus a 20% penalty for the replacement services. If TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA terminates this Agreement or a Service for Customer’s uncured breach under Section 10.2, Customer will pay any outstanding amounts payable under this Agreement for the Term applicable to any terminated Service. Professional Services specific to an online Service shall terminate upon termination of such online Service, and Customer shall pay for Professional Services rendered up to or payable from the effective date of such termination.

Section 4. License and use of the Services.

4.1 License. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA grants the Client a non-exclusive, non-transferable and non-sublicensable license and/or service for the product or service

4.2. Authorized Users. Customer may designate and provide access to its employees (or those of its corporate affiliates), independent contractors or other agents to an account on the Services as authorized users (each an “Authorized User”) up to the number of “seats” set forth in the Order Form (unlimited if not specified in the Order Form). Each account may only be used by a single individual Authorized User, and the Customer may be charged for additional seats (if applicable), or TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may terminate the MSA for cause if this requirement is circumvented. Customer is responsible for all use and misuse of the Services by Authorized User accounts and for adherence to this MSA by any Authorized Users, and references to Customer herein shall be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to immediately notify TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA of any unauthorized access or use of which Customer becomes aware.

4.3 Prohibited uses. The Customer and Authorized Users may not: (a) “frame”, distribute, resell or allow access to the Services by any third party other than for its intended purpose; (b) use the Services in a manner that does not comply with applicable federal, state and local laws; (c) interfere with the Services or disrupt any other user’s access to the Subscription Service; (d) reverse engineer, attempt to gain unauthorized access to the Service, attempt to discover the underlying source code or structure, or copy or attempt to copy the Services; (e) knowingly upload to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or otherwise unlawful; (f) upload to the Services or otherwise use in the Services any undisclosed routine, device, code, exploit or other feature that is designed to delete, disable, interfere with or otherwise impair any software, program, data, device, system or service, or that is intended to provide unauthorized access or produce unauthorized modifications; or (g) use any robot, spider, data scraping or extraction tool or similar mechanism in connection with the Services.

Section 5 Confidentiality.

As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party should reasonably understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For purposes of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this MSA. Except as expressly permitted in this MSA, the Receiving Party shall not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the prior written consent of the Disclosing Party. The Receiving Party shall not use the Disclosing Party’s Confidential Information except to fulfill its obligations under this Agreement, such obligations including, in the case of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, the provision of the Services. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, contest and obtain a protective order or other appropriate relief with respect to such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and obtain confidential treatment or a protective order; and (c) permits the Disclosing Party to participate in the proceeding. In addition, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party having breached any obligation owed to the Disclosing Party; (ii) has been independently developed by the Receiving Party without the Receiving Party having breached any obligation owed to the Disclosing Party; or (iii) is received from a third party who has obtained such Confidential Information without any third party having breached any obligation owed to the Disclosing Party.

Section 6. Data practices

6.1. Definitions. “Service Data” means a subset of Confidential Information consisting of electronic data, text, messages, communications or other materials submitted to and stored on the Services by Customer in connection with the use of the Services. Service Data may include, without limitation, any information relating to an identified or identifiable natural person (“data subject”), an identifiable natural person being one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”). Service Data does not include metrics and information relating to Customer’s use of the Services, including information about how Authorized Users use the Services (such information, “Usage Data”).

6.2 Ownership. Customer will continue to retain its ownership rights to all Service Data processed under this MSA and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will own all Usage Data.

6.3 Use of data by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA Notwithstanding any other provision of this Agreement, technical, statistical, learned or other usage data, and payment, billing, profile or other account information is processed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ as data controller and is not Customer Content. In accordance with applicable data protection laws, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ will notify individual Users of its published Privacy Notice (available on the Site) and will process a User’s personal data collected by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ (including usage data and account information) as a data controller in accordance with the Privacy Notice:

6.3.1 Operation of the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive, collect, store and/or process Service Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s legitimate interest in operating the Services. For example, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may collect Personal Data (such as name, telephone number or credit card information) through the account activation process. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may also use Service Data in an anonymized form, such as conversion to numeric value, for training machine learning models to support certain features and functionality within the Services.

6.3.2 Communications. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may communicate with the Client or Authorized Users (i) to send information about products and promotional offers or (i) about the Services in general. If the Client or an Authorized User does not wish to receive such communications, the Client may send an e-mail to privacidade@twrt.com.br. The Client and Authorized Users will always receive transactional messages that are necessary for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s to provide the Services (such as billing notices and product usage notifications).

6.3.3 Improvement of Services. TWRT may collect and engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on TWRT’s legitimate interest in improving the Services. When TWRT uses Usage Data, any Personal Data that has been included in the Service Data shall be anonymized and/or aggregated such that it no longer constitutes Service Data or Personal Data under applicable data protection laws. Such third party analytics providers will not share or disclose Usage Data, although TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may make Usage Data publicly available from time to time.

6.3.4 Connection to third party services. The Customer may wish to connect third party services to the Services (e.g. connect our products and/or services to the Customer’s single sign-on service to check the 2FA status of the Customer’s employees). When the Customer uses a third party service to connect to our products and/or services‘, logs into the Services via a third party authentication service or otherwise provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘access to information from a third party service, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ may obtain other information, including Personal Data, from such third parties and combine such Service or Usage Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ legitimate interest in providing the Customer with functionality that supports the Services. Any access TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive to such information from a third party service will always be in accordance with the features and functionality, particularly with respect to authorization, of such service. By authorizing TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to connect with a third party service, the Customer authorizes TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to access and store any information provided to TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ by such third party service, and to use and disclose such information in accordance with this MSA.

6.3.5 Third Party Service Providers. You agree that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may provide Service Data and Personal Data to authorized third party service providers only to the extent necessary to provide, protect or improve the Services. These third party service providers will only have access to Service Data and Personal Data as reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations that are commercially reasonable and substantially consistent with the standards described in this MSA; and (b) your agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below. 6.4. Service Data Safeguards. (i) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will not sell, rent or lease Service Data to third parties, and will not share Service Data with third parties, except as permitted by this MSA and to provide, protect and support the Services. (ii) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will maintain appropriate and commercially reasonable administrative, physical and technical safeguards (especially for a company of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s size and revenue) to protect the security, confidentiality and integrity of Service Data.

Section 7 Privacy practices.

7.1 Privacy Policy. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA operates the Services and, as applicable, handles Personal Data in accordance with the privacy policy available at https:www.taskup.com.br/cancelamentos or https://www.taskup.com.br/privacidade.

7.1 Customer as Controller. To the extent that Service Data constitutes Personal Data, the Parties agree that the Customer determines the purpose and means of processing such Personal Data, and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA processes such information on behalf of the Customer.

7.2 Hosting and Processing. Unless otherwise specifically agreed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, Service Data may be hosted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, or its respective authorized third party service providers, in the United States, Brazil or Europe, or other locations around the world. In providing the Services, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will engage entities to process Service Data, including, without limitation, any Personal Data contained in Service Data pursuant to this MSA, in the United States and other countries and territories.

7.3 Subprocessors. The Customer acknowledges and agrees that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may use third party data processors contracted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ to process Service Data on behalf of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’.third party data processors engaged by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA for processing on behalf of the Customer and in accordance with the Customer’s instructions (as communicated by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA) and the terms of their written sub-contract (the “Sub-processors”). These Subprocessors may access the Service Data to provide, protect and improve the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA shall be liable for the acts and omissions of the Subprocessors to the same extent TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA would be liable if TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA were performing the Services directly under the terms of this MSA. The names and locations of all current Subprocessors used for the processing of Personal Data under this MSA, if any, are set forth in the Privacy Policy.

Section 8 Intellectual Property Rights. Each Party shall retain all right, title and interest in and to any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, in particular, shall exclusively retain such rights in and to the Services and all components of or used to provide the Services. The Client provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA with a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple tiers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, suggestions, content or content of the Services, otherwise use any suggestions, enhancement requests, recommendations or other feedback that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA receives from Customer, its agents or representatives, Authorized Users or other third parties acting on Customer’s behalf; and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or initiated by such suggestions, enhancement requests, recommendations or other comments.

Section 9. Declarations, Warranties and Disclaimers.

9.1 Authority. Each Party declares that it has validly entered into this MSA and that it has the legal power to do so.

9.2 Warranties. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA warrants that, during an applicable Term of 12, 24 or 36 months. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3 (Term and Termination) hereof.

9.3 Disclaimers. Except as specifically set forth in this section and any applicable service level agreement, the services, including all server and network components, are provided on an “as is” and “as available” basis, without warranties of any kind, to the fullest extent permitted by law, and twrt expressly disclaims any and all warranties, express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. Customer acknowledges that twrt does not warrant that the services will be uninterrupted, timely, secure, error-free or free of viruses or other malicious software, and no information or advice obtained by customer from twrt or through the services shall create any warranty not expressly stated in this msa. The parties further agree that twrt shall have no obligation or responsibility for customer’s various compliance programs and that the services, to the extent applicable, are only tools to assist customer in meeting the various compliance obligations for which customer is solely responsible.

Section 10 – Compensation.

10.1 Indemnification by TWRT. TWRT will indemnify and hold Customer harmless from and against any third party claim against Customer alleging that Customer’s use of a Service as permitted by this MSA infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party (an “IP Claim”). TWRT will defend, at its expense, such IP Claim and pay the damages finally awarded to Customer in connection therewith, including the reasonable fees and expenses of attorneys retained by TWRT for such defense, provided that (a) Customer promptly notifies TWRT of the threat or notification of such IP Claim; (b) TWRT shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any IP Claim (however, TWRT will not settle or compromise any claim resulting in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with TWRT in connection therewith. If Customer’s use of a Service has become, or in TWRT’s opinion is likely to become, the subject of any IP Claim, TWRT may, at its option and expense, (i) obtain for Customer the right to continue using the Service(s) as set forth herein; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable, as determined by TWRT, terminate Customer’s subscription to the Service(s) and refund, on a pro-rata basis, any fees previously paid to TWRT for the corresponding unused portion of the Term for such Service(s). TWRT shall have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (x) TWRT’s compliance with designs, data, instructions or specifications provided by Customer; (y) the modification of the Service(s) by anyone other than TWRT or the use of the Service(s) in violation of (i) this MSA, (ii) written instructions provided by TWRT, or (iii) the product features of the Service(s); or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not itself be infringing. The provisions of this Section establish TWRT’s sole, exclusive and entire liability to Customer and constitute Customer’s exclusive remedy with respect to an IP Claim brought by reason of access to or use of a Service by Customer, Customer’s agents or Authorized Users.

10.2 Indemnification by Customer. Customer will indemnify and hold TWRT harmless from any third party claim (a) arising out of or related to the use of a Service by Customer, Customer’s agents or Authorized Users in violation of this MSA; or (b) alleging that Customer’s Service Data infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party; provided that (i) TWRT promptly notifies Customer of the threat or notice of such claim; (ii) Customer shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by TWRT without TWRT’s prior written consent); and (iii) TWRT fully cooperates in connection therewith.

Section 11. Limitation of liability.

Section 12 Miscellaneous.

12.1 Entire Agreement. This MSA and the applicable Order Form(s) constitute the entire agreement and supersede all prior agreements between TWRT and Customer with respect to the subject matter hereof.

12.2 Assignment. Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control or sale of all or substantially all of such Party’s assets, provided that (1) the other Party receives prior notice of such assignment and (2) any successor agrees to perform its obligations under this MSA. Subject to the foregoing restrictions, this MSA shall be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.

12.3 Severability. If any provision of this MSA is found by a court of competent jurisdiction to be unenforceable, that provision shall be modified by the court and interpreted so as to best comply with the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.

12.4 Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

12.5 Notices. All notices provided by TWRT to Customer under this MSA may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S./Brazil/European mail to the contact address provided by Customer on the Order Form; or (b) electronic mail to the electronic mail address provided for Customer’s account owner. Customer shall notify TWRT in writing by Courier or by US/Brazil/European mail to Rua Martinico Prado, 167 sala 11, São Paulo/SP, CEP: 01224-011. All notices shall be deemed to have been given immediately upon delivery by electronic mail or, if otherwise delivered, on the earlier of the date of receipt or two (2) business days after being deposited in the mail or a Courier, as permitted above.

12.6 Applicable Law, Jurisdiction, Venue. This MSA shall be governed by the laws of the State of São Paulo, without reference to conflict of laws principles. Any disputes arising out of this MSA shall be resolved in a court of general jurisdiction in Brazil, in São Paulo. Customer expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or the access to or use of the Services by Customer, its agents or Authorized Users.

12.7 Export Compliance. The Services and other software or components of the Services that TWRT may provide or make available to Customer are subject to United States export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of the Treasury. Customer agrees to comply with all laws and regulations relating to access to and use of the Services. Customer will not access or use the Services if Customer or any Authorized User is located in any jurisdiction in which the provision of the Services, the Software or other components is prohibited by U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not included on any U.S. government list of persons or entities prohibited from receiving U.S. exports or engaging in transactions with any U.S. person; (b) it is not a citizen of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individual under its control to access or use the Services in violation of any U.S. export embargo or any other applicable jurisdiction.(c) will not permit any individual under its control to access or use the Services in violation of any applicable export embargo, prohibition or restriction of the United States or any other country; and (d) will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.

12.8 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee or agent of TWRT in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer becomes aware of any violation of the above restriction, Customer will use reasonable efforts to immediately notify TWRT.

12.9 Advertising and Marketing. TWRT may use Customer’s name, logo and trademarks only to identify Customer as a TWRT customer on TWRT’s website and in other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides the same to TWRT. TWRT may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote the Services. TWRT will never disclose aggregated and/or anonymous information to third parties in a manner that could identify Customer as the source of the information or Authorized Users or others personally.

12.10. Amendments. TWRT may amend this MSA from time to time, in which case the new MSA will supersede prior versions. TWRT will notify Customer at least ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services after the effective date of such amendment may be deemed by TWRT to constitute consent to such amendment. TWRT’s failure at any time to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision of this Agreement.

In case of any discrepancies, the version in Portuguese shall prevail

provides access to the Client. The Services exclude any products or services provided by third parties, even if Customer has connected such products or services to the Services. Subject to the terms and conditions of this MSA,

TASKUP, A BRAND THAT BELONGS TO TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA

MASTER SUBSCRIPTION AGREEMENT “MSA”

TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA (“MSA”) Master Subscription Agreement, hereinafter referred to as “TWRT” is effective as of the effective date of an applicable signed order form (such form is an “Order Form” and such date is the “Effective Date”) and is entered into between TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, a São Paulo/SP company with its registered office at Rua Martinico Prado, 167, sala 12, CEP: 01224-011, “TASKUP”), and the customer set out in the Order Form (“Customer”) (the “TASKUP”), (the “TASKUP”), and the customer named in the Order Form (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form shall prevail.

Section 1 Services.

“Services” means the product(s) and service(s) ordered by Customer from Thomas Weinstein Representations and Software Development online or through an Order Form that references this MSA, whether on a trial or paid basis, and to which

Thomas Weinstein Representations and Software Development provides access to the Client. The Services exclude any products or services provided by third parties, even if Customer has connected such products or services to the Services. Subject to the terms and conditions of this MSA, Thomas Weinstein Software Development will make the Services available during the Term as set forth in an Order Form.

Section 2: Fees and payment.

2.1 Fees. The Customer shall pay the fees specified in the Order Form (the “Fees”).

2.2 Payment; taxes. TWRT will invoice Client for Fees, either within the Services or directly, within thirty (30) days of the Effective Date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Client shall pay all invoiced Fees within thirty (30) days net of the invoice date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Any late payments may incur fees. Rates do not include local, state or federal taxes or fees of any kind and such taxes shall be borne and paid by Customer, all prices shall include applicable taxes and these are not the responsibility of TWRT unless otherwise set forth in the agreement entered into with Customer.

Section 3: Term and termination.

3.1 Term. This MSA commences on the Effective Date and will remain in effect during the Initial Term and all Renewal Terms, as specified in the Order Form, unless terminated in accordance with this Section (the Initial Term and all Renewal Terms, collectively, the “Term”).

3.2 Termination for cause. A Party may terminate this MSA for cause. Until terminated as provided herein, this Agreement shall remain in effect while an Order is in effect and an Order shall remain in effect during the Term of the Online Services or the completion of the Professional Services pursuant to such Order. Unless otherwise expressly provided in an order or unless one party provides the other with written notice of non-renewal at least thirty (30) days prior to the term end date, the total number of units purchased or otherwise provisioned or used during the term of each subscription service will automatically renew for successive one (1) year renewal terms pursuant to this agreement and the applicable order.For the avoidance of doubt, any purchase or provision of Services that are not subscription or one-time use Services will not automatically renew.

3.3 Termination. A Party may terminate the MSA and an applicable Order Form or a party may terminate this Agreement in its entirety: (a) upon thirty (30) days’ prior written notice to Products and sixty (60) days’ prior written notice to the other party if, at the time of notice, there are no Orders in effect; or (b) upon written notice to the other party if the other party breaches any material obligation (other than with respect to Professional Services) under this Agreement or an Order and does not cure such breach within thirty (30) days after receipt of notice of the breach. Either party may terminate a Professional Service upon written notice to the other party if the other party breaches any material obligation relating to Professional Services and fails to cure such breach within thirty (30) days of receipt of notice of the breach.

3.4 Effect of Termination and Survival. In the event of termination or cancellation of an Order Form or this MSA. In the event of termination of this Agreement for any reason: (a) all Services and Orders under this Agreement will terminate; and (b) all rights and obligations of the parties hereunder will terminate, except as set forth in Section 10.6 (Survival). If Customer terminates this Agreement or a Service for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s uncured breach under Section 10.2 (Termination), TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will issue a refund of the prepaid fees covering the terminated portion of the respective Term for each Service plus a 20% penalty for the replacement services. If TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA terminates this Agreement or a Service for Customer’s uncured breach under Section 10.2, Customer will pay any outstanding amounts payable under this Agreement for the Term applicable to any terminated Service. Professional Services specific to an online Service shall terminate upon termination of such online Service, and Customer shall pay for Professional Services rendered up to or payable from the effective date of such termination.

Section 4. License and use of the Services.

4.1 License. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA grants the Client a non-exclusive, non-transferable and non-sublicensable license and/or service for the product or service

4.2. Authorized Users. Customer may designate and provide access to its employees (or those of its corporate affiliates), independent contractors or other agents to an account on the Services as authorized users (each an “Authorized User”) up to the number of “seats” set forth in the Order Form (unlimited if not specified in the Order Form). Each account may only be used by a single individual Authorized User, and the Customer may be charged for additional seats (if applicable), or TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may terminate the MSA for cause if this requirement is circumvented. Customer is responsible for all use and misuse of the Services by Authorized User accounts and for adherence to this MSA by any Authorized Users, and references to Customer herein shall be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to immediately notify TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA of any unauthorized access or use of which Customer becomes aware.

4.3 Prohibited uses. The Customer and Authorized Users may not: (a) “frame”, distribute, resell or allow access to the Services by any third party other than for its intended purpose; (b) use the Services in a manner that does not comply with applicable federal, state and local laws; (c) interfere with the Services or disrupt any other user’s access to the Subscription Service; (d) reverse engineer, attempt to gain unauthorized access to the Service, attempt to discover the underlying source code or structure, or copy or attempt to copy the Services; (e) knowingly upload to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or otherwise unlawful; (f) upload to the Services or otherwise use in the Services any undisclosed routine, device, code, exploit or other feature that is designed to delete, disable, interfere with or otherwise impair any software, program, data, device, system or service, or that is intended to provide unauthorized access or produce unauthorized modifications; or (g) use any robot, spider, data scraping or extraction tool or similar mechanism in connection with the Services.

Section 5 Confidentiality.

As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party should reasonably understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For purposes of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this MSA. Except as expressly permitted in this MSA, the Receiving Party shall not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the prior written consent of the Disclosing Party. The Receiving Party shall not use the Disclosing Party’s Confidential Information except to fulfill its obligations under this Agreement, such obligations including, in the case of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, the provision of the Services. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, contest and obtain a protective order or other appropriate relief with respect to such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and obtain confidential treatment or a protective order; and (c) permits the Disclosing Party to participate in the proceeding. In addition, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party having breached any obligation owed to the Disclosing Party; (ii) has been independently developed by the Receiving Party without the Receiving Party having breached any obligation owed to the Disclosing Party; or (iii) is received from a third party who has obtained such Confidential Information without any third party having breached any obligation owed to the Disclosing Party.

Section 6. Data practices

6.1. Definitions. “Service Data” means a subset of Confidential Information consisting of electronic data, text, messages, communications or other materials submitted to and stored on the Services by Customer in connection with the use of the Services. Service Data may include, without limitation, any information relating to an identified or identifiable natural person (“data subject”), an identifiable natural person being one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”). Service Data does not include metrics and information relating to Customer’s use of the Services, including information about how Authorized Users use the Services (such information, “Usage Data”).

6.2 Ownership. Customer will continue to retain its ownership rights to all Service Data processed under this MSA and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will own all Usage Data.

6.3 Use of data by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA Notwithstanding any other provision of this Agreement, technical, statistical, learned or other usage data, and payment, billing, profile or other account information is processed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ as data controller and is not Customer Content. In accordance with applicable data protection laws, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ will notify individual Users of its published Privacy Notice (available on the Site) and will process a User’s personal data collected by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ (including usage data and account information) as a data controller in accordance with the Privacy Notice:

6.3.1 Operation of the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive, collect, store and/or process Service Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s legitimate interest in operating the Services. For example, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may collect Personal Data (such as name, telephone number or credit card information) through the account activation process. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may also use Service Data in an anonymized form, such as conversion to numeric value, for training machine learning models to support certain features and functionality within the Services.

6.3.2 Communications. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may communicate with the Client or Authorized Users (i) to send information about products and promotional offers or (i) about the Services in general. If the Client or an Authorized User does not wish to receive such communications, the Client may send an e-mail to privacidade@twrt.com.br. The Client and Authorized Users will always receive transactional messages that are necessary for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s to provide the Services (such as billing notices and product usage notifications).

6.3.3 Improvement of Services. TWRT may collect and engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on TWRT’s legitimate interest in improving the Services. When TWRT uses Usage Data, any Personal Data that has been included in the Service Data shall be anonymized and/or aggregated such that it no longer constitutes Service Data or Personal Data under applicable data protection laws. Such third party analytics providers will not share or disclose Usage Data, although TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may make Usage Data publicly available from time to time.

6.3.4 Connection to third party services. The Customer may wish to connect third party services to the Services (e.g. connect our products and/or services to the Customer’s single sign-on service to check the 2FA status of the Customer’s employees). When the Customer uses a third party service to connect to our products and/or services‘, logs into the Services via a third party authentication service or otherwise provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘access to information from a third party service, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ may obtain other information, including Personal Data, from such third parties and combine such Service or Usage Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ legitimate interest in providing the Customer with functionality that supports the Services. Any access TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive to such information from a third party service will always be in accordance with the features and functionality, particularly with respect to authorization, of such service. By authorizing TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to connect with a third party service, the Customer authorizes TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to access and store any information provided to TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ by such third party service, and to use and disclose such information in accordance with this MSA.

6.3.5 Third Party Service Providers. You agree that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may provide Service Data and Personal Data to authorized third party service providers only to the extent necessary to provide, protect or improve the Services. These third party service providers will only have access to Service Data and Personal Data as reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations that are commercially reasonable and substantially consistent with the standards described in this MSA; and (b) your agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below. 6.4. Service Data Safeguards. (i) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will not sell, rent or lease Service Data to third parties, and will not share Service Data with third parties, except as permitted by this MSA and to provide, protect and support the Services. (ii) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will maintain appropriate and commercially reasonable administrative, physical and technical safeguards (especially for a company of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s size and revenue) to protect the security, confidentiality and integrity of Service Data.

Section 7 Privacy practices.

7.1 Privacy Policy. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA operates the Services and, as applicable, handles Personal Data in accordance with the privacy policy available at https:www.taskup.com.br/cancelamentos or https://www.taskup.com.br/privacidade.

7.1 Customer as Controller. To the extent that Service Data constitutes Personal Data, the Parties agree that the Customer determines the purpose and means of processing such Personal Data, and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA processes such information on behalf of the Customer.

7.2 Hosting and Processing. Unless otherwise specifically agreed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, Service Data may be hosted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, or its respective authorized third party service providers, in the United States, Brazil or Europe, or other locations around the world. In providing the Services, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will engage entities to process Service Data, including, without limitation, any Personal Data contained in Service Data pursuant to this MSA, in the United States and other countries and territories.

7.3 Subprocessors. The Customer acknowledges and agrees that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may use third party data processors contracted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ to process Service Data on behalf of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’.third party data processors engaged by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA for processing on behalf of the Customer and in accordance with the Customer’s instructions (as communicated by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA) and the terms of their written sub-contract (the “Sub-processors”). These Subprocessors may access the Service Data to provide, protect and improve the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA shall be liable for the acts and omissions of the Subprocessors to the same extent TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA would be liable if TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA were performing the Services directly under the terms of this MSA. The names and locations of all current Subprocessors used for the processing of Personal Data under this MSA, if any, are set forth in the Privacy Policy.

Section 8 Intellectual Property Rights. Each Party shall retain all right, title and interest in and to any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, in particular, shall exclusively retain such rights in and to the Services and all components of or used to provide the Services. The Client provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA with a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple tiers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, suggestions, content or content of the Services, otherwise use any suggestions, enhancement requests, recommendations or other feedback that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA receives from Customer, its agents or representatives, Authorized Users or other third parties acting on Customer’s behalf; and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or initiated by such suggestions, enhancement requests, recommendations or other comments.

Section 9. Declarations, Warranties and Disclaimers.

9.1 Authority. Each Party declares that it has validly entered into this MSA and that it has the legal power to do so.

9.2 Warranties. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA warrants that, during an applicable Term of 12, 24 or 36 months. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3 (Term and Termination) hereof.

9.3 Disclaimers. Except as specifically set forth in this section and any applicable service level agreement, the services, including all server and network components, are provided on an “as is” and “as available” basis, without warranties of any kind, to the fullest extent permitted by law, and twrt expressly disclaims any and all warranties, express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. Customer acknowledges that twrt does not warrant that the services will be uninterrupted, timely, secure, error-free or free of viruses or other malicious software, and no information or advice obtained by customer from twrt or through the services shall create any warranty not expressly stated in this msa. The parties further agree that twrt shall have no obligation or responsibility for customer’s various compliance programs and that the services, to the extent applicable, are only tools to assist customer in meeting the various compliance obligations for which customer is solely responsible.

Section 10 – Compensation.

10.1 Indemnification by TWRT. TWRT will indemnify and hold Customer harmless from and against any third party claim against Customer alleging that Customer’s use of a Service as permitted by this MSA infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party (an “IP Claim”). TWRT will defend, at its expense, such IP Claim and pay the damages finally awarded to Customer in connection therewith, including the reasonable fees and expenses of attorneys retained by TWRT for such defense, provided that (a) Customer promptly notifies TWRT of the threat or notification of such IP Claim; (b) TWRT shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any IP Claim (however, TWRT will not settle or compromise any claim resulting in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with TWRT in connection therewith. If Customer’s use of a Service has become, or in TWRT’s opinion is likely to become, the subject of any IP Claim, TWRT may, at its option and expense, (i) obtain for Customer the right to continue using the Service(s) as set forth herein; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable, as determined by TWRT, terminate Customer’s subscription to the Service(s) and refund, on a pro-rata basis, any fees previously paid to TWRT for the corresponding unused portion of the Term for such Service(s). TWRT shall have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (x) TWRT’s compliance with designs, data, instructions or specifications provided by Customer; (y) the modification of the Service(s) by anyone other than TWRT or the use of the Service(s) in violation of (i) this MSA, (ii) written instructions provided by TWRT, or (iii) the product features of the Service(s); or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not itself be infringing. The provisions of this Section establish TWRT’s sole, exclusive and entire liability to Customer and constitute Customer’s exclusive remedy with respect to an IP Claim brought by reason of access to or use of a Service by Customer, Customer’s agents or Authorized Users.

10.2 Indemnification by Customer. Customer will indemnify and hold TWRT harmless from any third party claim (a) arising out of or related to the use of a Service by Customer, Customer’s agents or Authorized Users in violation of this MSA; or (b) alleging that Customer’s Service Data infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party; provided that (i) TWRT promptly notifies Customer of the threat or notice of such claim; (ii) Customer shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by TWRT without TWRT’s prior written consent); and (iii) TWRT fully cooperates in connection therewith.

Section 11. Limitation of liability.

Section 12 Miscellaneous.

12.1 Entire Agreement. This MSA and the applicable Order Form(s) constitute the entire agreement and supersede all prior agreements between TWRT and Customer with respect to the subject matter hereof.

12.2 Assignment. Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control or sale of all or substantially all of such Party’s assets, provided that (1) the other Party receives prior notice of such assignment and (2) any successor agrees to perform its obligations under this MSA. Subject to the foregoing restrictions, this MSA shall be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.

12.3 Severability. If any provision of this MSA is found by a court of competent jurisdiction to be unenforceable, that provision shall be modified by the court and interpreted so as to best comply with the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.

12.4 Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

12.5 Notices. All notices provided by TWRT to Customer under this MSA may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S./Brazil/European mail to the contact address provided by Customer on the Order Form; or (b) electronic mail to the electronic mail address provided for Customer’s account owner. Customer shall notify TWRT in writing by Courier or by US/Brazil/European mail to Rua Martinico Prado, 167 sala 11, São Paulo/SP, CEP: 01224-011. All notices shall be deemed to have been given immediately upon delivery by electronic mail or, if otherwise delivered, on the earlier of the date of receipt or two (2) business days after being deposited in the mail or a Courier, as permitted above.

12.6 Applicable Law, Jurisdiction, Venue. This MSA shall be governed by the laws of the State of São Paulo, without reference to conflict of laws principles. Any disputes arising out of this MSA shall be resolved in a court of general jurisdiction in Brazil, in São Paulo. Customer expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or the access to or use of the Services by Customer, its agents or Authorized Users.

12.7 Export Compliance. The Services and other software or components of the Services that TWRT may provide or make available to Customer are subject to United States export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of the Treasury. Customer agrees to comply with all laws and regulations relating to access to and use of the Services. Customer will not access or use the Services if Customer or any Authorized User is located in any jurisdiction in which the provision of the Services, the Software or other components is prohibited by U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not included on any U.S. government list of persons or entities prohibited from receiving U.S. exports or engaging in transactions with any U.S. person; (b) it is not a citizen of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individual under its control to access or use the Services in violation of any U.S. export embargo or any other applicable jurisdiction.(c) will not permit any individual under its control to access or use the Services in violation of any applicable export embargo, prohibition or restriction of the United States or any other country; and (d) will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.

12.8 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee or agent of TWRT in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer becomes aware of any violation of the above restriction, Customer will use reasonable efforts to immediately notify TWRT.

12.9 Advertising and Marketing. TWRT may use Customer’s name, logo and trademarks only to identify Customer as a TWRT customer on TWRT’s website and in other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides the same to TWRT. TWRT may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote the Services. TWRT will never disclose aggregated and/or anonymous information to third parties in a manner that could identify Customer as the source of the information or Authorized Users or others personally.

12.10. Amendments. TWRT may amend this MSA from time to time, in which case the new MSA will supersede prior versions. TWRT will notify Customer at least ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services after the effective date of such amendment may be deemed by TWRT to constitute consent to such amendment. TWRT’s failure at any time to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision of this Agreement.

In case of any discrepancies, the version in Portuguese shall prevail

will make the Services available during the Term as set forth in an Order Form.

Section 2: Fees and payment.

2.1 Fees. The Customer shall pay the fees specified in the Order Form (the “Fees”).

2.2 Payment; taxes. TWRT will invoice Client for Fees, either within the Services or directly, within thirty (30) days of the Effective Date or as otherwise set forth in the agreement between

TASKUP, A BRAND THAT BELONGS TO TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA

MASTER SUBSCRIPTION AGREEMENT “MSA”

TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA (“MSA”) Master Subscription Agreement, hereinafter referred to as “TWRT” is effective as of the effective date of an applicable signed order form (such form is an “Order Form” and such date is the “Effective Date”) and is entered into between TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, a São Paulo/SP company with its registered office at Rua Martinico Prado, 167, sala 12, CEP: 01224-011, “TASKUP”), and the customer set out in the Order Form (“Customer”) (the “TASKUP”), (the “TASKUP”), and the customer named in the Order Form (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form shall prevail.

Section 1 Services.

“Services” means the product(s) and service(s) ordered by Customer from Thomas Weinstein Representations and Software Development online or through an Order Form that references this MSA, whether on a trial or paid basis, and to which

Thomas Weinstein Representations and Software Development provides access to the Client. The Services exclude any products or services provided by third parties, even if Customer has connected such products or services to the Services. Subject to the terms and conditions of this MSA, Thomas Weinstein Software Development will make the Services available during the Term as set forth in an Order Form.

Section 2: Fees and payment.

2.1 Fees. The Customer shall pay the fees specified in the Order Form (the “Fees”).

2.2 Payment; taxes. TWRT will invoice Client for Fees, either within the Services or directly, within thirty (30) days of the Effective Date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Client shall pay all invoiced Fees within thirty (30) days net of the invoice date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Any late payments may incur fees. Rates do not include local, state or federal taxes or fees of any kind and such taxes shall be borne and paid by Customer, all prices shall include applicable taxes and these are not the responsibility of TWRT unless otherwise set forth in the agreement entered into with Customer.

Section 3: Term and termination.

3.1 Term. This MSA commences on the Effective Date and will remain in effect during the Initial Term and all Renewal Terms, as specified in the Order Form, unless terminated in accordance with this Section (the Initial Term and all Renewal Terms, collectively, the “Term”).

3.2 Termination for cause. A Party may terminate this MSA for cause. Until terminated as provided herein, this Agreement shall remain in effect while an Order is in effect and an Order shall remain in effect during the Term of the Online Services or the completion of the Professional Services pursuant to such Order. Unless otherwise expressly provided in an order or unless one party provides the other with written notice of non-renewal at least thirty (30) days prior to the term end date, the total number of units purchased or otherwise provisioned or used during the term of each subscription service will automatically renew for successive one (1) year renewal terms pursuant to this agreement and the applicable order.For the avoidance of doubt, any purchase or provision of Services that are not subscription or one-time use Services will not automatically renew.

3.3 Termination. A Party may terminate the MSA and an applicable Order Form or a party may terminate this Agreement in its entirety: (a) upon thirty (30) days’ prior written notice to Products and sixty (60) days’ prior written notice to the other party if, at the time of notice, there are no Orders in effect; or (b) upon written notice to the other party if the other party breaches any material obligation (other than with respect to Professional Services) under this Agreement or an Order and does not cure such breach within thirty (30) days after receipt of notice of the breach. Either party may terminate a Professional Service upon written notice to the other party if the other party breaches any material obligation relating to Professional Services and fails to cure such breach within thirty (30) days of receipt of notice of the breach.

3.4 Effect of Termination and Survival. In the event of termination or cancellation of an Order Form or this MSA. In the event of termination of this Agreement for any reason: (a) all Services and Orders under this Agreement will terminate; and (b) all rights and obligations of the parties hereunder will terminate, except as set forth in Section 10.6 (Survival). If Customer terminates this Agreement or a Service for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s uncured breach under Section 10.2 (Termination), TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will issue a refund of the prepaid fees covering the terminated portion of the respective Term for each Service plus a 20% penalty for the replacement services. If TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA terminates this Agreement or a Service for Customer’s uncured breach under Section 10.2, Customer will pay any outstanding amounts payable under this Agreement for the Term applicable to any terminated Service. Professional Services specific to an online Service shall terminate upon termination of such online Service, and Customer shall pay for Professional Services rendered up to or payable from the effective date of such termination.

Section 4. License and use of the Services.

4.1 License. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA grants the Client a non-exclusive, non-transferable and non-sublicensable license and/or service for the product or service

4.2. Authorized Users. Customer may designate and provide access to its employees (or those of its corporate affiliates), independent contractors or other agents to an account on the Services as authorized users (each an “Authorized User”) up to the number of “seats” set forth in the Order Form (unlimited if not specified in the Order Form). Each account may only be used by a single individual Authorized User, and the Customer may be charged for additional seats (if applicable), or TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may terminate the MSA for cause if this requirement is circumvented. Customer is responsible for all use and misuse of the Services by Authorized User accounts and for adherence to this MSA by any Authorized Users, and references to Customer herein shall be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to immediately notify TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA of any unauthorized access or use of which Customer becomes aware.

4.3 Prohibited uses. The Customer and Authorized Users may not: (a) “frame”, distribute, resell or allow access to the Services by any third party other than for its intended purpose; (b) use the Services in a manner that does not comply with applicable federal, state and local laws; (c) interfere with the Services or disrupt any other user’s access to the Subscription Service; (d) reverse engineer, attempt to gain unauthorized access to the Service, attempt to discover the underlying source code or structure, or copy or attempt to copy the Services; (e) knowingly upload to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or otherwise unlawful; (f) upload to the Services or otherwise use in the Services any undisclosed routine, device, code, exploit or other feature that is designed to delete, disable, interfere with or otherwise impair any software, program, data, device, system or service, or that is intended to provide unauthorized access or produce unauthorized modifications; or (g) use any robot, spider, data scraping or extraction tool or similar mechanism in connection with the Services.

Section 5 Confidentiality.

As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party should reasonably understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For purposes of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this MSA. Except as expressly permitted in this MSA, the Receiving Party shall not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the prior written consent of the Disclosing Party. The Receiving Party shall not use the Disclosing Party’s Confidential Information except to fulfill its obligations under this Agreement, such obligations including, in the case of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, the provision of the Services. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, contest and obtain a protective order or other appropriate relief with respect to such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and obtain confidential treatment or a protective order; and (c) permits the Disclosing Party to participate in the proceeding. In addition, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party having breached any obligation owed to the Disclosing Party; (ii) has been independently developed by the Receiving Party without the Receiving Party having breached any obligation owed to the Disclosing Party; or (iii) is received from a third party who has obtained such Confidential Information without any third party having breached any obligation owed to the Disclosing Party.

Section 6. Data practices

6.1. Definitions. “Service Data” means a subset of Confidential Information consisting of electronic data, text, messages, communications or other materials submitted to and stored on the Services by Customer in connection with the use of the Services. Service Data may include, without limitation, any information relating to an identified or identifiable natural person (“data subject”), an identifiable natural person being one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”). Service Data does not include metrics and information relating to Customer’s use of the Services, including information about how Authorized Users use the Services (such information, “Usage Data”).

6.2 Ownership. Customer will continue to retain its ownership rights to all Service Data processed under this MSA and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will own all Usage Data.

6.3 Use of data by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA Notwithstanding any other provision of this Agreement, technical, statistical, learned or other usage data, and payment, billing, profile or other account information is processed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ as data controller and is not Customer Content. In accordance with applicable data protection laws, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ will notify individual Users of its published Privacy Notice (available on the Site) and will process a User’s personal data collected by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ (including usage data and account information) as a data controller in accordance with the Privacy Notice:

6.3.1 Operation of the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive, collect, store and/or process Service Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s legitimate interest in operating the Services. For example, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may collect Personal Data (such as name, telephone number or credit card information) through the account activation process. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may also use Service Data in an anonymized form, such as conversion to numeric value, for training machine learning models to support certain features and functionality within the Services.

6.3.2 Communications. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may communicate with the Client or Authorized Users (i) to send information about products and promotional offers or (i) about the Services in general. If the Client or an Authorized User does not wish to receive such communications, the Client may send an e-mail to privacidade@twrt.com.br. The Client and Authorized Users will always receive transactional messages that are necessary for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s to provide the Services (such as billing notices and product usage notifications).

6.3.3 Improvement of Services. TWRT may collect and engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on TWRT’s legitimate interest in improving the Services. When TWRT uses Usage Data, any Personal Data that has been included in the Service Data shall be anonymized and/or aggregated such that it no longer constitutes Service Data or Personal Data under applicable data protection laws. Such third party analytics providers will not share or disclose Usage Data, although TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may make Usage Data publicly available from time to time.

6.3.4 Connection to third party services. The Customer may wish to connect third party services to the Services (e.g. connect our products and/or services to the Customer’s single sign-on service to check the 2FA status of the Customer’s employees). When the Customer uses a third party service to connect to our products and/or services‘, logs into the Services via a third party authentication service or otherwise provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘access to information from a third party service, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ may obtain other information, including Personal Data, from such third parties and combine such Service or Usage Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ legitimate interest in providing the Customer with functionality that supports the Services. Any access TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive to such information from a third party service will always be in accordance with the features and functionality, particularly with respect to authorization, of such service. By authorizing TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to connect with a third party service, the Customer authorizes TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to access and store any information provided to TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ by such third party service, and to use and disclose such information in accordance with this MSA.

6.3.5 Third Party Service Providers. You agree that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may provide Service Data and Personal Data to authorized third party service providers only to the extent necessary to provide, protect or improve the Services. These third party service providers will only have access to Service Data and Personal Data as reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations that are commercially reasonable and substantially consistent with the standards described in this MSA; and (b) your agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below. 6.4. Service Data Safeguards. (i) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will not sell, rent or lease Service Data to third parties, and will not share Service Data with third parties, except as permitted by this MSA and to provide, protect and support the Services. (ii) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will maintain appropriate and commercially reasonable administrative, physical and technical safeguards (especially for a company of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s size and revenue) to protect the security, confidentiality and integrity of Service Data.

Section 7 Privacy practices.

7.1 Privacy Policy. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA operates the Services and, as applicable, handles Personal Data in accordance with the privacy policy available at https:www.taskup.com.br/cancelamentos or https://www.taskup.com.br/privacidade.

7.1 Customer as Controller. To the extent that Service Data constitutes Personal Data, the Parties agree that the Customer determines the purpose and means of processing such Personal Data, and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA processes such information on behalf of the Customer.

7.2 Hosting and Processing. Unless otherwise specifically agreed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, Service Data may be hosted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, or its respective authorized third party service providers, in the United States, Brazil or Europe, or other locations around the world. In providing the Services, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will engage entities to process Service Data, including, without limitation, any Personal Data contained in Service Data pursuant to this MSA, in the United States and other countries and territories.

7.3 Subprocessors. The Customer acknowledges and agrees that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may use third party data processors contracted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ to process Service Data on behalf of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’.third party data processors engaged by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA for processing on behalf of the Customer and in accordance with the Customer’s instructions (as communicated by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA) and the terms of their written sub-contract (the “Sub-processors”). These Subprocessors may access the Service Data to provide, protect and improve the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA shall be liable for the acts and omissions of the Subprocessors to the same extent TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA would be liable if TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA were performing the Services directly under the terms of this MSA. The names and locations of all current Subprocessors used for the processing of Personal Data under this MSA, if any, are set forth in the Privacy Policy.

Section 8 Intellectual Property Rights. Each Party shall retain all right, title and interest in and to any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, in particular, shall exclusively retain such rights in and to the Services and all components of or used to provide the Services. The Client provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA with a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple tiers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, suggestions, content or content of the Services, otherwise use any suggestions, enhancement requests, recommendations or other feedback that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA receives from Customer, its agents or representatives, Authorized Users or other third parties acting on Customer’s behalf; and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or initiated by such suggestions, enhancement requests, recommendations or other comments.

Section 9. Declarations, Warranties and Disclaimers.

9.1 Authority. Each Party declares that it has validly entered into this MSA and that it has the legal power to do so.

9.2 Warranties. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA warrants that, during an applicable Term of 12, 24 or 36 months. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3 (Term and Termination) hereof.

9.3 Disclaimers. Except as specifically set forth in this section and any applicable service level agreement, the services, including all server and network components, are provided on an “as is” and “as available” basis, without warranties of any kind, to the fullest extent permitted by law, and twrt expressly disclaims any and all warranties, express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. Customer acknowledges that twrt does not warrant that the services will be uninterrupted, timely, secure, error-free or free of viruses or other malicious software, and no information or advice obtained by customer from twrt or through the services shall create any warranty not expressly stated in this msa. The parties further agree that twrt shall have no obligation or responsibility for customer’s various compliance programs and that the services, to the extent applicable, are only tools to assist customer in meeting the various compliance obligations for which customer is solely responsible.

Section 10 – Compensation.

10.1 Indemnification by TWRT. TWRT will indemnify and hold Customer harmless from and against any third party claim against Customer alleging that Customer’s use of a Service as permitted by this MSA infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party (an “IP Claim”). TWRT will defend, at its expense, such IP Claim and pay the damages finally awarded to Customer in connection therewith, including the reasonable fees and expenses of attorneys retained by TWRT for such defense, provided that (a) Customer promptly notifies TWRT of the threat or notification of such IP Claim; (b) TWRT shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any IP Claim (however, TWRT will not settle or compromise any claim resulting in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with TWRT in connection therewith. If Customer’s use of a Service has become, or in TWRT’s opinion is likely to become, the subject of any IP Claim, TWRT may, at its option and expense, (i) obtain for Customer the right to continue using the Service(s) as set forth herein; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable, as determined by TWRT, terminate Customer’s subscription to the Service(s) and refund, on a pro-rata basis, any fees previously paid to TWRT for the corresponding unused portion of the Term for such Service(s). TWRT shall have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (x) TWRT’s compliance with designs, data, instructions or specifications provided by Customer; (y) the modification of the Service(s) by anyone other than TWRT or the use of the Service(s) in violation of (i) this MSA, (ii) written instructions provided by TWRT, or (iii) the product features of the Service(s); or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not itself be infringing. The provisions of this Section establish TWRT’s sole, exclusive and entire liability to Customer and constitute Customer’s exclusive remedy with respect to an IP Claim brought by reason of access to or use of a Service by Customer, Customer’s agents or Authorized Users.

10.2 Indemnification by Customer. Customer will indemnify and hold TWRT harmless from any third party claim (a) arising out of or related to the use of a Service by Customer, Customer’s agents or Authorized Users in violation of this MSA; or (b) alleging that Customer’s Service Data infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party; provided that (i) TWRT promptly notifies Customer of the threat or notice of such claim; (ii) Customer shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by TWRT without TWRT’s prior written consent); and (iii) TWRT fully cooperates in connection therewith.

Section 11. Limitation of liability.

Section 12 Miscellaneous.

12.1 Entire Agreement. This MSA and the applicable Order Form(s) constitute the entire agreement and supersede all prior agreements between TWRT and Customer with respect to the subject matter hereof.

12.2 Assignment. Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control or sale of all or substantially all of such Party’s assets, provided that (1) the other Party receives prior notice of such assignment and (2) any successor agrees to perform its obligations under this MSA. Subject to the foregoing restrictions, this MSA shall be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.

12.3 Severability. If any provision of this MSA is found by a court of competent jurisdiction to be unenforceable, that provision shall be modified by the court and interpreted so as to best comply with the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.

12.4 Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

12.5 Notices. All notices provided by TWRT to Customer under this MSA may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S./Brazil/European mail to the contact address provided by Customer on the Order Form; or (b) electronic mail to the electronic mail address provided for Customer’s account owner. Customer shall notify TWRT in writing by Courier or by US/Brazil/European mail to Rua Martinico Prado, 167 sala 11, São Paulo/SP, CEP: 01224-011. All notices shall be deemed to have been given immediately upon delivery by electronic mail or, if otherwise delivered, on the earlier of the date of receipt or two (2) business days after being deposited in the mail or a Courier, as permitted above.

12.6 Applicable Law, Jurisdiction, Venue. This MSA shall be governed by the laws of the State of São Paulo, without reference to conflict of laws principles. Any disputes arising out of this MSA shall be resolved in a court of general jurisdiction in Brazil, in São Paulo. Customer expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or the access to or use of the Services by Customer, its agents or Authorized Users.

12.7 Export Compliance. The Services and other software or components of the Services that TWRT may provide or make available to Customer are subject to United States export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of the Treasury. Customer agrees to comply with all laws and regulations relating to access to and use of the Services. Customer will not access or use the Services if Customer or any Authorized User is located in any jurisdiction in which the provision of the Services, the Software or other components is prohibited by U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not included on any U.S. government list of persons or entities prohibited from receiving U.S. exports or engaging in transactions with any U.S. person; (b) it is not a citizen of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individual under its control to access or use the Services in violation of any U.S. export embargo or any other applicable jurisdiction.(c) will not permit any individual under its control to access or use the Services in violation of any applicable export embargo, prohibition or restriction of the United States or any other country; and (d) will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.

12.8 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee or agent of TWRT in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer becomes aware of any violation of the above restriction, Customer will use reasonable efforts to immediately notify TWRT.

12.9 Advertising and Marketing. TWRT may use Customer’s name, logo and trademarks only to identify Customer as a TWRT customer on TWRT’s website and in other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides the same to TWRT. TWRT may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote the Services. TWRT will never disclose aggregated and/or anonymous information to third parties in a manner that could identify Customer as the source of the information or Authorized Users or others personally.

12.10. Amendments. TWRT may amend this MSA from time to time, in which case the new MSA will supersede prior versions. TWRT will notify Customer at least ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services after the effective date of such amendment may be deemed by TWRT to constitute consent to such amendment. TWRT’s failure at any time to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision of this Agreement.

In case of any discrepancies, the version in Portuguese shall prevail

and Client. Client shall pay all invoiced Fees within thirty (30) days net of the invoice date or as otherwise set forth in the agreement between

TASKUP, A BRAND THAT BELONGS TO TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA

MASTER SUBSCRIPTION AGREEMENT “MSA”

TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA (“MSA”) Master Subscription Agreement, hereinafter referred to as “TWRT” is effective as of the effective date of an applicable signed order form (such form is an “Order Form” and such date is the “Effective Date”) and is entered into between TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, a São Paulo/SP company with its registered office at Rua Martinico Prado, 167, sala 12, CEP: 01224-011, “TASKUP”), and the customer set out in the Order Form (“Customer”) (the “TASKUP”), (the “TASKUP”), and the customer named in the Order Form (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form shall prevail.

Section 1 Services.

“Services” means the product(s) and service(s) ordered by Customer from Thomas Weinstein Representations and Software Development online or through an Order Form that references this MSA, whether on a trial or paid basis, and to which

Thomas Weinstein Representations and Software Development provides access to the Client. The Services exclude any products or services provided by third parties, even if Customer has connected such products or services to the Services. Subject to the terms and conditions of this MSA, Thomas Weinstein Software Development will make the Services available during the Term as set forth in an Order Form.

Section 2: Fees and payment.

2.1 Fees. The Customer shall pay the fees specified in the Order Form (the “Fees”).

2.2 Payment; taxes. TWRT will invoice Client for Fees, either within the Services or directly, within thirty (30) days of the Effective Date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Client shall pay all invoiced Fees within thirty (30) days net of the invoice date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Any late payments may incur fees. Rates do not include local, state or federal taxes or fees of any kind and such taxes shall be borne and paid by Customer, all prices shall include applicable taxes and these are not the responsibility of TWRT unless otherwise set forth in the agreement entered into with Customer.

Section 3: Term and termination.

3.1 Term. This MSA commences on the Effective Date and will remain in effect during the Initial Term and all Renewal Terms, as specified in the Order Form, unless terminated in accordance with this Section (the Initial Term and all Renewal Terms, collectively, the “Term”).

3.2 Termination for cause. A Party may terminate this MSA for cause. Until terminated as provided herein, this Agreement shall remain in effect while an Order is in effect and an Order shall remain in effect during the Term of the Online Services or the completion of the Professional Services pursuant to such Order. Unless otherwise expressly provided in an order or unless one party provides the other with written notice of non-renewal at least thirty (30) days prior to the term end date, the total number of units purchased or otherwise provisioned or used during the term of each subscription service will automatically renew for successive one (1) year renewal terms pursuant to this agreement and the applicable order.For the avoidance of doubt, any purchase or provision of Services that are not subscription or one-time use Services will not automatically renew.

3.3 Termination. A Party may terminate the MSA and an applicable Order Form or a party may terminate this Agreement in its entirety: (a) upon thirty (30) days’ prior written notice to Products and sixty (60) days’ prior written notice to the other party if, at the time of notice, there are no Orders in effect; or (b) upon written notice to the other party if the other party breaches any material obligation (other than with respect to Professional Services) under this Agreement or an Order and does not cure such breach within thirty (30) days after receipt of notice of the breach. Either party may terminate a Professional Service upon written notice to the other party if the other party breaches any material obligation relating to Professional Services and fails to cure such breach within thirty (30) days of receipt of notice of the breach.

3.4 Effect of Termination and Survival. In the event of termination or cancellation of an Order Form or this MSA. In the event of termination of this Agreement for any reason: (a) all Services and Orders under this Agreement will terminate; and (b) all rights and obligations of the parties hereunder will terminate, except as set forth in Section 10.6 (Survival). If Customer terminates this Agreement or a Service for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s uncured breach under Section 10.2 (Termination), TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will issue a refund of the prepaid fees covering the terminated portion of the respective Term for each Service plus a 20% penalty for the replacement services. If TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA terminates this Agreement or a Service for Customer’s uncured breach under Section 10.2, Customer will pay any outstanding amounts payable under this Agreement for the Term applicable to any terminated Service. Professional Services specific to an online Service shall terminate upon termination of such online Service, and Customer shall pay for Professional Services rendered up to or payable from the effective date of such termination.

Section 4. License and use of the Services.

4.1 License. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA grants the Client a non-exclusive, non-transferable and non-sublicensable license and/or service for the product or service

4.2. Authorized Users. Customer may designate and provide access to its employees (or those of its corporate affiliates), independent contractors or other agents to an account on the Services as authorized users (each an “Authorized User”) up to the number of “seats” set forth in the Order Form (unlimited if not specified in the Order Form). Each account may only be used by a single individual Authorized User, and the Customer may be charged for additional seats (if applicable), or TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may terminate the MSA for cause if this requirement is circumvented. Customer is responsible for all use and misuse of the Services by Authorized User accounts and for adherence to this MSA by any Authorized Users, and references to Customer herein shall be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to immediately notify TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA of any unauthorized access or use of which Customer becomes aware.

4.3 Prohibited uses. The Customer and Authorized Users may not: (a) “frame”, distribute, resell or allow access to the Services by any third party other than for its intended purpose; (b) use the Services in a manner that does not comply with applicable federal, state and local laws; (c) interfere with the Services or disrupt any other user’s access to the Subscription Service; (d) reverse engineer, attempt to gain unauthorized access to the Service, attempt to discover the underlying source code or structure, or copy or attempt to copy the Services; (e) knowingly upload to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or otherwise unlawful; (f) upload to the Services or otherwise use in the Services any undisclosed routine, device, code, exploit or other feature that is designed to delete, disable, interfere with or otherwise impair any software, program, data, device, system or service, or that is intended to provide unauthorized access or produce unauthorized modifications; or (g) use any robot, spider, data scraping or extraction tool or similar mechanism in connection with the Services.

Section 5 Confidentiality.

As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party should reasonably understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For purposes of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this MSA. Except as expressly permitted in this MSA, the Receiving Party shall not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the prior written consent of the Disclosing Party. The Receiving Party shall not use the Disclosing Party’s Confidential Information except to fulfill its obligations under this Agreement, such obligations including, in the case of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, the provision of the Services. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, contest and obtain a protective order or other appropriate relief with respect to such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and obtain confidential treatment or a protective order; and (c) permits the Disclosing Party to participate in the proceeding. In addition, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party having breached any obligation owed to the Disclosing Party; (ii) has been independently developed by the Receiving Party without the Receiving Party having breached any obligation owed to the Disclosing Party; or (iii) is received from a third party who has obtained such Confidential Information without any third party having breached any obligation owed to the Disclosing Party.

Section 6. Data practices

6.1. Definitions. “Service Data” means a subset of Confidential Information consisting of electronic data, text, messages, communications or other materials submitted to and stored on the Services by Customer in connection with the use of the Services. Service Data may include, without limitation, any information relating to an identified or identifiable natural person (“data subject”), an identifiable natural person being one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”). Service Data does not include metrics and information relating to Customer’s use of the Services, including information about how Authorized Users use the Services (such information, “Usage Data”).

6.2 Ownership. Customer will continue to retain its ownership rights to all Service Data processed under this MSA and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will own all Usage Data.

6.3 Use of data by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA Notwithstanding any other provision of this Agreement, technical, statistical, learned or other usage data, and payment, billing, profile or other account information is processed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ as data controller and is not Customer Content. In accordance with applicable data protection laws, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ will notify individual Users of its published Privacy Notice (available on the Site) and will process a User’s personal data collected by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ (including usage data and account information) as a data controller in accordance with the Privacy Notice:

6.3.1 Operation of the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive, collect, store and/or process Service Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s legitimate interest in operating the Services. For example, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may collect Personal Data (such as name, telephone number or credit card information) through the account activation process. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may also use Service Data in an anonymized form, such as conversion to numeric value, for training machine learning models to support certain features and functionality within the Services.

6.3.2 Communications. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may communicate with the Client or Authorized Users (i) to send information about products and promotional offers or (i) about the Services in general. If the Client or an Authorized User does not wish to receive such communications, the Client may send an e-mail to privacidade@twrt.com.br. The Client and Authorized Users will always receive transactional messages that are necessary for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s to provide the Services (such as billing notices and product usage notifications).

6.3.3 Improvement of Services. TWRT may collect and engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on TWRT’s legitimate interest in improving the Services. When TWRT uses Usage Data, any Personal Data that has been included in the Service Data shall be anonymized and/or aggregated such that it no longer constitutes Service Data or Personal Data under applicable data protection laws. Such third party analytics providers will not share or disclose Usage Data, although TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may make Usage Data publicly available from time to time.

6.3.4 Connection to third party services. The Customer may wish to connect third party services to the Services (e.g. connect our products and/or services to the Customer’s single sign-on service to check the 2FA status of the Customer’s employees). When the Customer uses a third party service to connect to our products and/or services‘, logs into the Services via a third party authentication service or otherwise provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘access to information from a third party service, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ may obtain other information, including Personal Data, from such third parties and combine such Service or Usage Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ legitimate interest in providing the Customer with functionality that supports the Services. Any access TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive to such information from a third party service will always be in accordance with the features and functionality, particularly with respect to authorization, of such service. By authorizing TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to connect with a third party service, the Customer authorizes TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to access and store any information provided to TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ by such third party service, and to use and disclose such information in accordance with this MSA.

6.3.5 Third Party Service Providers. You agree that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may provide Service Data and Personal Data to authorized third party service providers only to the extent necessary to provide, protect or improve the Services. These third party service providers will only have access to Service Data and Personal Data as reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations that are commercially reasonable and substantially consistent with the standards described in this MSA; and (b) your agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below. 6.4. Service Data Safeguards. (i) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will not sell, rent or lease Service Data to third parties, and will not share Service Data with third parties, except as permitted by this MSA and to provide, protect and support the Services. (ii) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will maintain appropriate and commercially reasonable administrative, physical and technical safeguards (especially for a company of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s size and revenue) to protect the security, confidentiality and integrity of Service Data.

Section 7 Privacy practices.

7.1 Privacy Policy. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA operates the Services and, as applicable, handles Personal Data in accordance with the privacy policy available at https:www.taskup.com.br/cancelamentos or https://www.taskup.com.br/privacidade.

7.1 Customer as Controller. To the extent that Service Data constitutes Personal Data, the Parties agree that the Customer determines the purpose and means of processing such Personal Data, and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA processes such information on behalf of the Customer.

7.2 Hosting and Processing. Unless otherwise specifically agreed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, Service Data may be hosted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, or its respective authorized third party service providers, in the United States, Brazil or Europe, or other locations around the world. In providing the Services, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will engage entities to process Service Data, including, without limitation, any Personal Data contained in Service Data pursuant to this MSA, in the United States and other countries and territories.

7.3 Subprocessors. The Customer acknowledges and agrees that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may use third party data processors contracted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ to process Service Data on behalf of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’.third party data processors engaged by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA for processing on behalf of the Customer and in accordance with the Customer’s instructions (as communicated by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA) and the terms of their written sub-contract (the “Sub-processors”). These Subprocessors may access the Service Data to provide, protect and improve the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA shall be liable for the acts and omissions of the Subprocessors to the same extent TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA would be liable if TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA were performing the Services directly under the terms of this MSA. The names and locations of all current Subprocessors used for the processing of Personal Data under this MSA, if any, are set forth in the Privacy Policy.

Section 8 Intellectual Property Rights. Each Party shall retain all right, title and interest in and to any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, in particular, shall exclusively retain such rights in and to the Services and all components of or used to provide the Services. The Client provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA with a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple tiers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, suggestions, content or content of the Services, otherwise use any suggestions, enhancement requests, recommendations or other feedback that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA receives from Customer, its agents or representatives, Authorized Users or other third parties acting on Customer’s behalf; and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or initiated by such suggestions, enhancement requests, recommendations or other comments.

Section 9. Declarations, Warranties and Disclaimers.

9.1 Authority. Each Party declares that it has validly entered into this MSA and that it has the legal power to do so.

9.2 Warranties. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA warrants that, during an applicable Term of 12, 24 or 36 months. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3 (Term and Termination) hereof.

9.3 Disclaimers. Except as specifically set forth in this section and any applicable service level agreement, the services, including all server and network components, are provided on an “as is” and “as available” basis, without warranties of any kind, to the fullest extent permitted by law, and twrt expressly disclaims any and all warranties, express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. Customer acknowledges that twrt does not warrant that the services will be uninterrupted, timely, secure, error-free or free of viruses or other malicious software, and no information or advice obtained by customer from twrt or through the services shall create any warranty not expressly stated in this msa. The parties further agree that twrt shall have no obligation or responsibility for customer’s various compliance programs and that the services, to the extent applicable, are only tools to assist customer in meeting the various compliance obligations for which customer is solely responsible.

Section 10 – Compensation.

10.1 Indemnification by TWRT. TWRT will indemnify and hold Customer harmless from and against any third party claim against Customer alleging that Customer’s use of a Service as permitted by this MSA infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party (an “IP Claim”). TWRT will defend, at its expense, such IP Claim and pay the damages finally awarded to Customer in connection therewith, including the reasonable fees and expenses of attorneys retained by TWRT for such defense, provided that (a) Customer promptly notifies TWRT of the threat or notification of such IP Claim; (b) TWRT shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any IP Claim (however, TWRT will not settle or compromise any claim resulting in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with TWRT in connection therewith. If Customer’s use of a Service has become, or in TWRT’s opinion is likely to become, the subject of any IP Claim, TWRT may, at its option and expense, (i) obtain for Customer the right to continue using the Service(s) as set forth herein; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable, as determined by TWRT, terminate Customer’s subscription to the Service(s) and refund, on a pro-rata basis, any fees previously paid to TWRT for the corresponding unused portion of the Term for such Service(s). TWRT shall have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (x) TWRT’s compliance with designs, data, instructions or specifications provided by Customer; (y) the modification of the Service(s) by anyone other than TWRT or the use of the Service(s) in violation of (i) this MSA, (ii) written instructions provided by TWRT, or (iii) the product features of the Service(s); or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not itself be infringing. The provisions of this Section establish TWRT’s sole, exclusive and entire liability to Customer and constitute Customer’s exclusive remedy with respect to an IP Claim brought by reason of access to or use of a Service by Customer, Customer’s agents or Authorized Users.

10.2 Indemnification by Customer. Customer will indemnify and hold TWRT harmless from any third party claim (a) arising out of or related to the use of a Service by Customer, Customer’s agents or Authorized Users in violation of this MSA; or (b) alleging that Customer’s Service Data infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party; provided that (i) TWRT promptly notifies Customer of the threat or notice of such claim; (ii) Customer shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by TWRT without TWRT’s prior written consent); and (iii) TWRT fully cooperates in connection therewith.

Section 11. Limitation of liability.

Section 12 Miscellaneous.

12.1 Entire Agreement. This MSA and the applicable Order Form(s) constitute the entire agreement and supersede all prior agreements between TWRT and Customer with respect to the subject matter hereof.

12.2 Assignment. Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control or sale of all or substantially all of such Party’s assets, provided that (1) the other Party receives prior notice of such assignment and (2) any successor agrees to perform its obligations under this MSA. Subject to the foregoing restrictions, this MSA shall be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.

12.3 Severability. If any provision of this MSA is found by a court of competent jurisdiction to be unenforceable, that provision shall be modified by the court and interpreted so as to best comply with the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.

12.4 Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

12.5 Notices. All notices provided by TWRT to Customer under this MSA may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S./Brazil/European mail to the contact address provided by Customer on the Order Form; or (b) electronic mail to the electronic mail address provided for Customer’s account owner. Customer shall notify TWRT in writing by Courier or by US/Brazil/European mail to Rua Martinico Prado, 167 sala 11, São Paulo/SP, CEP: 01224-011. All notices shall be deemed to have been given immediately upon delivery by electronic mail or, if otherwise delivered, on the earlier of the date of receipt or two (2) business days after being deposited in the mail or a Courier, as permitted above.

12.6 Applicable Law, Jurisdiction, Venue. This MSA shall be governed by the laws of the State of São Paulo, without reference to conflict of laws principles. Any disputes arising out of this MSA shall be resolved in a court of general jurisdiction in Brazil, in São Paulo. Customer expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or the access to or use of the Services by Customer, its agents or Authorized Users.

12.7 Export Compliance. The Services and other software or components of the Services that TWRT may provide or make available to Customer are subject to United States export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of the Treasury. Customer agrees to comply with all laws and regulations relating to access to and use of the Services. Customer will not access or use the Services if Customer or any Authorized User is located in any jurisdiction in which the provision of the Services, the Software or other components is prohibited by U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not included on any U.S. government list of persons or entities prohibited from receiving U.S. exports or engaging in transactions with any U.S. person; (b) it is not a citizen of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individual under its control to access or use the Services in violation of any U.S. export embargo or any other applicable jurisdiction.(c) will not permit any individual under its control to access or use the Services in violation of any applicable export embargo, prohibition or restriction of the United States or any other country; and (d) will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.

12.8 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee or agent of TWRT in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer becomes aware of any violation of the above restriction, Customer will use reasonable efforts to immediately notify TWRT.

12.9 Advertising and Marketing. TWRT may use Customer’s name, logo and trademarks only to identify Customer as a TWRT customer on TWRT’s website and in other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides the same to TWRT. TWRT may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote the Services. TWRT will never disclose aggregated and/or anonymous information to third parties in a manner that could identify Customer as the source of the information or Authorized Users or others personally.

12.10. Amendments. TWRT may amend this MSA from time to time, in which case the new MSA will supersede prior versions. TWRT will notify Customer at least ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services after the effective date of such amendment may be deemed by TWRT to constitute consent to such amendment. TWRT’s failure at any time to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision of this Agreement.

In case of any discrepancies, the version in Portuguese shall prevail

and Client. Any late payments may incur fees. Rates do not include local, state or federal taxes or fees of any kind and such taxes shall be borne and paid by Customer, all prices shall include applicable taxes and these are not the responsibility of TWRT unless otherwise set forth in the agreement entered into with Customer.

Section 3: Term and termination.

3.1 Term. This MSA commences on the Effective Date and will remain in effect during the Initial Term and all Renewal Terms, as specified in the Order Form, unless terminated in accordance with this Section (the Initial Term and all Renewal Terms, collectively, the “Term”).

3.2 Termination for cause. A Party may terminate this MSA for cause. Until terminated as provided herein, this Agreement shall remain in effect while an Order is in effect and an Order shall remain in effect during the Term of the Online Services or the completion of the Professional Services pursuant to such Order. Unless otherwise expressly provided in an order or unless one party provides the other with written notice of non-renewal at least thirty (30) days prior to the term end date, the total number of units purchased or otherwise provisioned or used during the term of each subscription service will automatically renew for successive one (1) year renewal terms pursuant to this agreement and the applicable order.For the avoidance of doubt, any purchase or provision of Services that are not subscription or one-time use Services will not automatically renew.

3.3 Termination. A Party may terminate the MSA and an applicable Order Form or a party may terminate this Agreement in its entirety: (a) upon thirty (30) days’ prior written notice to Products and sixty (60) days’ prior written notice to the other party if, at the time of notice, there are no Orders in effect; or (b) upon written notice to the other party if the other party breaches any material obligation (other than with respect to Professional Services) under this Agreement or an Order and does not cure such breach within thirty (30) days after receipt of notice of the breach. Either party may terminate a Professional Service upon written notice to the other party if the other party breaches any material obligation relating to Professional Services and fails to cure such breach within thirty (30) days of receipt of notice of the breach.

3.4 Effect of Termination and Survival. In the event of termination or cancellation of an Order Form or this MSA. In the event of termination of this Agreement for any reason: (a) all Services and Orders under this Agreement will terminate; and (b) all rights and obligations of the parties hereunder will terminate, except as set forth in Section 10.6 (Survival). If Customer terminates this Agreement or a Service for

TASKUP, A BRAND THAT BELONGS TO TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA

MASTER SUBSCRIPTION AGREEMENT “MSA”

TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA (“MSA”) Master Subscription Agreement, hereinafter referred to as “TWRT” is effective as of the effective date of an applicable signed order form (such form is an “Order Form” and such date is the “Effective Date”) and is entered into between TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, a São Paulo/SP company with its registered office at Rua Martinico Prado, 167, sala 12, CEP: 01224-011, “TASKUP”), and the customer set out in the Order Form (“Customer”) (the “TASKUP”), (the “TASKUP”), and the customer named in the Order Form (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form shall prevail.

Section 1 Services.

“Services” means the product(s) and service(s) ordered by Customer from Thomas Weinstein Representations and Software Development online or through an Order Form that references this MSA, whether on a trial or paid basis, and to which

Thomas Weinstein Representations and Software Development provides access to the Client. The Services exclude any products or services provided by third parties, even if Customer has connected such products or services to the Services. Subject to the terms and conditions of this MSA, Thomas Weinstein Software Development will make the Services available during the Term as set forth in an Order Form.

Section 2: Fees and payment.

2.1 Fees. The Customer shall pay the fees specified in the Order Form (the “Fees”).

2.2 Payment; taxes. TWRT will invoice Client for Fees, either within the Services or directly, within thirty (30) days of the Effective Date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Client shall pay all invoiced Fees within thirty (30) days net of the invoice date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Any late payments may incur fees. Rates do not include local, state or federal taxes or fees of any kind and such taxes shall be borne and paid by Customer, all prices shall include applicable taxes and these are not the responsibility of TWRT unless otherwise set forth in the agreement entered into with Customer.

Section 3: Term and termination.

3.1 Term. This MSA commences on the Effective Date and will remain in effect during the Initial Term and all Renewal Terms, as specified in the Order Form, unless terminated in accordance with this Section (the Initial Term and all Renewal Terms, collectively, the “Term”).

3.2 Termination for cause. A Party may terminate this MSA for cause. Until terminated as provided herein, this Agreement shall remain in effect while an Order is in effect and an Order shall remain in effect during the Term of the Online Services or the completion of the Professional Services pursuant to such Order. Unless otherwise expressly provided in an order or unless one party provides the other with written notice of non-renewal at least thirty (30) days prior to the term end date, the total number of units purchased or otherwise provisioned or used during the term of each subscription service will automatically renew for successive one (1) year renewal terms pursuant to this agreement and the applicable order.For the avoidance of doubt, any purchase or provision of Services that are not subscription or one-time use Services will not automatically renew.

3.3 Termination. A Party may terminate the MSA and an applicable Order Form or a party may terminate this Agreement in its entirety: (a) upon thirty (30) days’ prior written notice to Products and sixty (60) days’ prior written notice to the other party if, at the time of notice, there are no Orders in effect; or (b) upon written notice to the other party if the other party breaches any material obligation (other than with respect to Professional Services) under this Agreement or an Order and does not cure such breach within thirty (30) days after receipt of notice of the breach. Either party may terminate a Professional Service upon written notice to the other party if the other party breaches any material obligation relating to Professional Services and fails to cure such breach within thirty (30) days of receipt of notice of the breach.

3.4 Effect of Termination and Survival. In the event of termination or cancellation of an Order Form or this MSA. In the event of termination of this Agreement for any reason: (a) all Services and Orders under this Agreement will terminate; and (b) all rights and obligations of the parties hereunder will terminate, except as set forth in Section 10.6 (Survival). If Customer terminates this Agreement or a Service for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s uncured breach under Section 10.2 (Termination), TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will issue a refund of the prepaid fees covering the terminated portion of the respective Term for each Service plus a 20% penalty for the replacement services. If TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA terminates this Agreement or a Service for Customer’s uncured breach under Section 10.2, Customer will pay any outstanding amounts payable under this Agreement for the Term applicable to any terminated Service. Professional Services specific to an online Service shall terminate upon termination of such online Service, and Customer shall pay for Professional Services rendered up to or payable from the effective date of such termination.

Section 4. License and use of the Services.

4.1 License. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA grants the Client a non-exclusive, non-transferable and non-sublicensable license and/or service for the product or service

4.2. Authorized Users. Customer may designate and provide access to its employees (or those of its corporate affiliates), independent contractors or other agents to an account on the Services as authorized users (each an “Authorized User”) up to the number of “seats” set forth in the Order Form (unlimited if not specified in the Order Form). Each account may only be used by a single individual Authorized User, and the Customer may be charged for additional seats (if applicable), or TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may terminate the MSA for cause if this requirement is circumvented. Customer is responsible for all use and misuse of the Services by Authorized User accounts and for adherence to this MSA by any Authorized Users, and references to Customer herein shall be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to immediately notify TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA of any unauthorized access or use of which Customer becomes aware.

4.3 Prohibited uses. The Customer and Authorized Users may not: (a) “frame”, distribute, resell or allow access to the Services by any third party other than for its intended purpose; (b) use the Services in a manner that does not comply with applicable federal, state and local laws; (c) interfere with the Services or disrupt any other user’s access to the Subscription Service; (d) reverse engineer, attempt to gain unauthorized access to the Service, attempt to discover the underlying source code or structure, or copy or attempt to copy the Services; (e) knowingly upload to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or otherwise unlawful; (f) upload to the Services or otherwise use in the Services any undisclosed routine, device, code, exploit or other feature that is designed to delete, disable, interfere with or otherwise impair any software, program, data, device, system or service, or that is intended to provide unauthorized access or produce unauthorized modifications; or (g) use any robot, spider, data scraping or extraction tool or similar mechanism in connection with the Services.

Section 5 Confidentiality.

As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party should reasonably understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For purposes of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this MSA. Except as expressly permitted in this MSA, the Receiving Party shall not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the prior written consent of the Disclosing Party. The Receiving Party shall not use the Disclosing Party’s Confidential Information except to fulfill its obligations under this Agreement, such obligations including, in the case of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, the provision of the Services. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, contest and obtain a protective order or other appropriate relief with respect to such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and obtain confidential treatment or a protective order; and (c) permits the Disclosing Party to participate in the proceeding. In addition, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party having breached any obligation owed to the Disclosing Party; (ii) has been independently developed by the Receiving Party without the Receiving Party having breached any obligation owed to the Disclosing Party; or (iii) is received from a third party who has obtained such Confidential Information without any third party having breached any obligation owed to the Disclosing Party.

Section 6. Data practices

6.1. Definitions. “Service Data” means a subset of Confidential Information consisting of electronic data, text, messages, communications or other materials submitted to and stored on the Services by Customer in connection with the use of the Services. Service Data may include, without limitation, any information relating to an identified or identifiable natural person (“data subject”), an identifiable natural person being one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”). Service Data does not include metrics and information relating to Customer’s use of the Services, including information about how Authorized Users use the Services (such information, “Usage Data”).

6.2 Ownership. Customer will continue to retain its ownership rights to all Service Data processed under this MSA and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will own all Usage Data.

6.3 Use of data by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA Notwithstanding any other provision of this Agreement, technical, statistical, learned or other usage data, and payment, billing, profile or other account information is processed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ as data controller and is not Customer Content. In accordance with applicable data protection laws, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ will notify individual Users of its published Privacy Notice (available on the Site) and will process a User’s personal data collected by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ (including usage data and account information) as a data controller in accordance with the Privacy Notice:

6.3.1 Operation of the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive, collect, store and/or process Service Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s legitimate interest in operating the Services. For example, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may collect Personal Data (such as name, telephone number or credit card information) through the account activation process. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may also use Service Data in an anonymized form, such as conversion to numeric value, for training machine learning models to support certain features and functionality within the Services.

6.3.2 Communications. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may communicate with the Client or Authorized Users (i) to send information about products and promotional offers or (i) about the Services in general. If the Client or an Authorized User does not wish to receive such communications, the Client may send an e-mail to privacidade@twrt.com.br. The Client and Authorized Users will always receive transactional messages that are necessary for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s to provide the Services (such as billing notices and product usage notifications).

6.3.3 Improvement of Services. TWRT may collect and engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on TWRT’s legitimate interest in improving the Services. When TWRT uses Usage Data, any Personal Data that has been included in the Service Data shall be anonymized and/or aggregated such that it no longer constitutes Service Data or Personal Data under applicable data protection laws. Such third party analytics providers will not share or disclose Usage Data, although TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may make Usage Data publicly available from time to time.

6.3.4 Connection to third party services. The Customer may wish to connect third party services to the Services (e.g. connect our products and/or services to the Customer’s single sign-on service to check the 2FA status of the Customer’s employees). When the Customer uses a third party service to connect to our products and/or services‘, logs into the Services via a third party authentication service or otherwise provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘access to information from a third party service, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ may obtain other information, including Personal Data, from such third parties and combine such Service or Usage Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ legitimate interest in providing the Customer with functionality that supports the Services. Any access TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive to such information from a third party service will always be in accordance with the features and functionality, particularly with respect to authorization, of such service. By authorizing TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to connect with a third party service, the Customer authorizes TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to access and store any information provided to TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ by such third party service, and to use and disclose such information in accordance with this MSA.

6.3.5 Third Party Service Providers. You agree that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may provide Service Data and Personal Data to authorized third party service providers only to the extent necessary to provide, protect or improve the Services. These third party service providers will only have access to Service Data and Personal Data as reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations that are commercially reasonable and substantially consistent with the standards described in this MSA; and (b) your agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below. 6.4. Service Data Safeguards. (i) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will not sell, rent or lease Service Data to third parties, and will not share Service Data with third parties, except as permitted by this MSA and to provide, protect and support the Services. (ii) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will maintain appropriate and commercially reasonable administrative, physical and technical safeguards (especially for a company of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s size and revenue) to protect the security, confidentiality and integrity of Service Data.

Section 7 Privacy practices.

7.1 Privacy Policy. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA operates the Services and, as applicable, handles Personal Data in accordance with the privacy policy available at https:www.taskup.com.br/cancelamentos or https://www.taskup.com.br/privacidade.

7.1 Customer as Controller. To the extent that Service Data constitutes Personal Data, the Parties agree that the Customer determines the purpose and means of processing such Personal Data, and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA processes such information on behalf of the Customer.

7.2 Hosting and Processing. Unless otherwise specifically agreed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, Service Data may be hosted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, or its respective authorized third party service providers, in the United States, Brazil or Europe, or other locations around the world. In providing the Services, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will engage entities to process Service Data, including, without limitation, any Personal Data contained in Service Data pursuant to this MSA, in the United States and other countries and territories.

7.3 Subprocessors. The Customer acknowledges and agrees that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may use third party data processors contracted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ to process Service Data on behalf of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’.third party data processors engaged by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA for processing on behalf of the Customer and in accordance with the Customer’s instructions (as communicated by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA) and the terms of their written sub-contract (the “Sub-processors”). These Subprocessors may access the Service Data to provide, protect and improve the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA shall be liable for the acts and omissions of the Subprocessors to the same extent TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA would be liable if TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA were performing the Services directly under the terms of this MSA. The names and locations of all current Subprocessors used for the processing of Personal Data under this MSA, if any, are set forth in the Privacy Policy.

Section 8 Intellectual Property Rights. Each Party shall retain all right, title and interest in and to any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, in particular, shall exclusively retain such rights in and to the Services and all components of or used to provide the Services. The Client provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA with a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple tiers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, suggestions, content or content of the Services, otherwise use any suggestions, enhancement requests, recommendations or other feedback that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA receives from Customer, its agents or representatives, Authorized Users or other third parties acting on Customer’s behalf; and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or initiated by such suggestions, enhancement requests, recommendations or other comments.

Section 9. Declarations, Warranties and Disclaimers.

9.1 Authority. Each Party declares that it has validly entered into this MSA and that it has the legal power to do so.

9.2 Warranties. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA warrants that, during an applicable Term of 12, 24 or 36 months. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3 (Term and Termination) hereof.

9.3 Disclaimers. Except as specifically set forth in this section and any applicable service level agreement, the services, including all server and network components, are provided on an “as is” and “as available” basis, without warranties of any kind, to the fullest extent permitted by law, and twrt expressly disclaims any and all warranties, express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. Customer acknowledges that twrt does not warrant that the services will be uninterrupted, timely, secure, error-free or free of viruses or other malicious software, and no information or advice obtained by customer from twrt or through the services shall create any warranty not expressly stated in this msa. The parties further agree that twrt shall have no obligation or responsibility for customer’s various compliance programs and that the services, to the extent applicable, are only tools to assist customer in meeting the various compliance obligations for which customer is solely responsible.

Section 10 – Compensation.

10.1 Indemnification by TWRT. TWRT will indemnify and hold Customer harmless from and against any third party claim against Customer alleging that Customer’s use of a Service as permitted by this MSA infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party (an “IP Claim”). TWRT will defend, at its expense, such IP Claim and pay the damages finally awarded to Customer in connection therewith, including the reasonable fees and expenses of attorneys retained by TWRT for such defense, provided that (a) Customer promptly notifies TWRT of the threat or notification of such IP Claim; (b) TWRT shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any IP Claim (however, TWRT will not settle or compromise any claim resulting in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with TWRT in connection therewith. If Customer’s use of a Service has become, or in TWRT’s opinion is likely to become, the subject of any IP Claim, TWRT may, at its option and expense, (i) obtain for Customer the right to continue using the Service(s) as set forth herein; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable, as determined by TWRT, terminate Customer’s subscription to the Service(s) and refund, on a pro-rata basis, any fees previously paid to TWRT for the corresponding unused portion of the Term for such Service(s). TWRT shall have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (x) TWRT’s compliance with designs, data, instructions or specifications provided by Customer; (y) the modification of the Service(s) by anyone other than TWRT or the use of the Service(s) in violation of (i) this MSA, (ii) written instructions provided by TWRT, or (iii) the product features of the Service(s); or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not itself be infringing. The provisions of this Section establish TWRT’s sole, exclusive and entire liability to Customer and constitute Customer’s exclusive remedy with respect to an IP Claim brought by reason of access to or use of a Service by Customer, Customer’s agents or Authorized Users.

10.2 Indemnification by Customer. Customer will indemnify and hold TWRT harmless from any third party claim (a) arising out of or related to the use of a Service by Customer, Customer’s agents or Authorized Users in violation of this MSA; or (b) alleging that Customer’s Service Data infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party; provided that (i) TWRT promptly notifies Customer of the threat or notice of such claim; (ii) Customer shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by TWRT without TWRT’s prior written consent); and (iii) TWRT fully cooperates in connection therewith.

Section 11. Limitation of liability.

Section 12 Miscellaneous.

12.1 Entire Agreement. This MSA and the applicable Order Form(s) constitute the entire agreement and supersede all prior agreements between TWRT and Customer with respect to the subject matter hereof.

12.2 Assignment. Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control or sale of all or substantially all of such Party’s assets, provided that (1) the other Party receives prior notice of such assignment and (2) any successor agrees to perform its obligations under this MSA. Subject to the foregoing restrictions, this MSA shall be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.

12.3 Severability. If any provision of this MSA is found by a court of competent jurisdiction to be unenforceable, that provision shall be modified by the court and interpreted so as to best comply with the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.

12.4 Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

12.5 Notices. All notices provided by TWRT to Customer under this MSA may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S./Brazil/European mail to the contact address provided by Customer on the Order Form; or (b) electronic mail to the electronic mail address provided for Customer’s account owner. Customer shall notify TWRT in writing by Courier or by US/Brazil/European mail to Rua Martinico Prado, 167 sala 11, São Paulo/SP, CEP: 01224-011. All notices shall be deemed to have been given immediately upon delivery by electronic mail or, if otherwise delivered, on the earlier of the date of receipt or two (2) business days after being deposited in the mail or a Courier, as permitted above.

12.6 Applicable Law, Jurisdiction, Venue. This MSA shall be governed by the laws of the State of São Paulo, without reference to conflict of laws principles. Any disputes arising out of this MSA shall be resolved in a court of general jurisdiction in Brazil, in São Paulo. Customer expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or the access to or use of the Services by Customer, its agents or Authorized Users.

12.7 Export Compliance. The Services and other software or components of the Services that TWRT may provide or make available to Customer are subject to United States export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of the Treasury. Customer agrees to comply with all laws and regulations relating to access to and use of the Services. Customer will not access or use the Services if Customer or any Authorized User is located in any jurisdiction in which the provision of the Services, the Software or other components is prohibited by U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not included on any U.S. government list of persons or entities prohibited from receiving U.S. exports or engaging in transactions with any U.S. person; (b) it is not a citizen of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individual under its control to access or use the Services in violation of any U.S. export embargo or any other applicable jurisdiction.(c) will not permit any individual under its control to access or use the Services in violation of any applicable export embargo, prohibition or restriction of the United States or any other country; and (d) will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.

12.8 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee or agent of TWRT in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer becomes aware of any violation of the above restriction, Customer will use reasonable efforts to immediately notify TWRT.

12.9 Advertising and Marketing. TWRT may use Customer’s name, logo and trademarks only to identify Customer as a TWRT customer on TWRT’s website and in other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides the same to TWRT. TWRT may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote the Services. TWRT will never disclose aggregated and/or anonymous information to third parties in a manner that could identify Customer as the source of the information or Authorized Users or others personally.

12.10. Amendments. TWRT may amend this MSA from time to time, in which case the new MSA will supersede prior versions. TWRT will notify Customer at least ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services after the effective date of such amendment may be deemed by TWRT to constitute consent to such amendment. TWRT’s failure at any time to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision of this Agreement.

In case of any discrepancies, the version in Portuguese shall prevail

uncured breach under Section 10.2 (Termination),

TASKUP, A BRAND THAT BELONGS TO TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA

MASTER SUBSCRIPTION AGREEMENT “MSA”

TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA (“MSA”) Master Subscription Agreement, hereinafter referred to as “TWRT” is effective as of the effective date of an applicable signed order form (such form is an “Order Form” and such date is the “Effective Date”) and is entered into between TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, a São Paulo/SP company with its registered office at Rua Martinico Prado, 167, sala 12, CEP: 01224-011, “TASKUP”), and the customer set out in the Order Form (“Customer”) (the “TASKUP”), (the “TASKUP”), and the customer named in the Order Form (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form shall prevail.

Section 1 Services.

“Services” means the product(s) and service(s) ordered by Customer from Thomas Weinstein Representations and Software Development online or through an Order Form that references this MSA, whether on a trial or paid basis, and to which

Thomas Weinstein Representations and Software Development provides access to the Client. The Services exclude any products or services provided by third parties, even if Customer has connected such products or services to the Services. Subject to the terms and conditions of this MSA, Thomas Weinstein Software Development will make the Services available during the Term as set forth in an Order Form.

Section 2: Fees and payment.

2.1 Fees. The Customer shall pay the fees specified in the Order Form (the “Fees”).

2.2 Payment; taxes. TWRT will invoice Client for Fees, either within the Services or directly, within thirty (30) days of the Effective Date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Client shall pay all invoiced Fees within thirty (30) days net of the invoice date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Any late payments may incur fees. Rates do not include local, state or federal taxes or fees of any kind and such taxes shall be borne and paid by Customer, all prices shall include applicable taxes and these are not the responsibility of TWRT unless otherwise set forth in the agreement entered into with Customer.

Section 3: Term and termination.

3.1 Term. This MSA commences on the Effective Date and will remain in effect during the Initial Term and all Renewal Terms, as specified in the Order Form, unless terminated in accordance with this Section (the Initial Term and all Renewal Terms, collectively, the “Term”).

3.2 Termination for cause. A Party may terminate this MSA for cause. Until terminated as provided herein, this Agreement shall remain in effect while an Order is in effect and an Order shall remain in effect during the Term of the Online Services or the completion of the Professional Services pursuant to such Order. Unless otherwise expressly provided in an order or unless one party provides the other with written notice of non-renewal at least thirty (30) days prior to the term end date, the total number of units purchased or otherwise provisioned or used during the term of each subscription service will automatically renew for successive one (1) year renewal terms pursuant to this agreement and the applicable order.For the avoidance of doubt, any purchase or provision of Services that are not subscription or one-time use Services will not automatically renew.

3.3 Termination. A Party may terminate the MSA and an applicable Order Form or a party may terminate this Agreement in its entirety: (a) upon thirty (30) days’ prior written notice to Products and sixty (60) days’ prior written notice to the other party if, at the time of notice, there are no Orders in effect; or (b) upon written notice to the other party if the other party breaches any material obligation (other than with respect to Professional Services) under this Agreement or an Order and does not cure such breach within thirty (30) days after receipt of notice of the breach. Either party may terminate a Professional Service upon written notice to the other party if the other party breaches any material obligation relating to Professional Services and fails to cure such breach within thirty (30) days of receipt of notice of the breach.

3.4 Effect of Termination and Survival. In the event of termination or cancellation of an Order Form or this MSA. In the event of termination of this Agreement for any reason: (a) all Services and Orders under this Agreement will terminate; and (b) all rights and obligations of the parties hereunder will terminate, except as set forth in Section 10.6 (Survival). If Customer terminates this Agreement or a Service for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s uncured breach under Section 10.2 (Termination), TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will issue a refund of the prepaid fees covering the terminated portion of the respective Term for each Service plus a 20% penalty for the replacement services. If TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA terminates this Agreement or a Service for Customer’s uncured breach under Section 10.2, Customer will pay any outstanding amounts payable under this Agreement for the Term applicable to any terminated Service. Professional Services specific to an online Service shall terminate upon termination of such online Service, and Customer shall pay for Professional Services rendered up to or payable from the effective date of such termination.

Section 4. License and use of the Services.

4.1 License. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA grants the Client a non-exclusive, non-transferable and non-sublicensable license and/or service for the product or service

4.2. Authorized Users. Customer may designate and provide access to its employees (or those of its corporate affiliates), independent contractors or other agents to an account on the Services as authorized users (each an “Authorized User”) up to the number of “seats” set forth in the Order Form (unlimited if not specified in the Order Form). Each account may only be used by a single individual Authorized User, and the Customer may be charged for additional seats (if applicable), or TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may terminate the MSA for cause if this requirement is circumvented. Customer is responsible for all use and misuse of the Services by Authorized User accounts and for adherence to this MSA by any Authorized Users, and references to Customer herein shall be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to immediately notify TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA of any unauthorized access or use of which Customer becomes aware.

4.3 Prohibited uses. The Customer and Authorized Users may not: (a) “frame”, distribute, resell or allow access to the Services by any third party other than for its intended purpose; (b) use the Services in a manner that does not comply with applicable federal, state and local laws; (c) interfere with the Services or disrupt any other user’s access to the Subscription Service; (d) reverse engineer, attempt to gain unauthorized access to the Service, attempt to discover the underlying source code or structure, or copy or attempt to copy the Services; (e) knowingly upload to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or otherwise unlawful; (f) upload to the Services or otherwise use in the Services any undisclosed routine, device, code, exploit or other feature that is designed to delete, disable, interfere with or otherwise impair any software, program, data, device, system or service, or that is intended to provide unauthorized access or produce unauthorized modifications; or (g) use any robot, spider, data scraping or extraction tool or similar mechanism in connection with the Services.

Section 5 Confidentiality.

As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party should reasonably understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For purposes of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this MSA. Except as expressly permitted in this MSA, the Receiving Party shall not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the prior written consent of the Disclosing Party. The Receiving Party shall not use the Disclosing Party’s Confidential Information except to fulfill its obligations under this Agreement, such obligations including, in the case of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, the provision of the Services. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, contest and obtain a protective order or other appropriate relief with respect to such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and obtain confidential treatment or a protective order; and (c) permits the Disclosing Party to participate in the proceeding. In addition, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party having breached any obligation owed to the Disclosing Party; (ii) has been independently developed by the Receiving Party without the Receiving Party having breached any obligation owed to the Disclosing Party; or (iii) is received from a third party who has obtained such Confidential Information without any third party having breached any obligation owed to the Disclosing Party.

Section 6. Data practices

6.1. Definitions. “Service Data” means a subset of Confidential Information consisting of electronic data, text, messages, communications or other materials submitted to and stored on the Services by Customer in connection with the use of the Services. Service Data may include, without limitation, any information relating to an identified or identifiable natural person (“data subject”), an identifiable natural person being one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”). Service Data does not include metrics and information relating to Customer’s use of the Services, including information about how Authorized Users use the Services (such information, “Usage Data”).

6.2 Ownership. Customer will continue to retain its ownership rights to all Service Data processed under this MSA and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will own all Usage Data.

6.3 Use of data by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA Notwithstanding any other provision of this Agreement, technical, statistical, learned or other usage data, and payment, billing, profile or other account information is processed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ as data controller and is not Customer Content. In accordance with applicable data protection laws, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ will notify individual Users of its published Privacy Notice (available on the Site) and will process a User’s personal data collected by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ (including usage data and account information) as a data controller in accordance with the Privacy Notice:

6.3.1 Operation of the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive, collect, store and/or process Service Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s legitimate interest in operating the Services. For example, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may collect Personal Data (such as name, telephone number or credit card information) through the account activation process. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may also use Service Data in an anonymized form, such as conversion to numeric value, for training machine learning models to support certain features and functionality within the Services.

6.3.2 Communications. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may communicate with the Client or Authorized Users (i) to send information about products and promotional offers or (i) about the Services in general. If the Client or an Authorized User does not wish to receive such communications, the Client may send an e-mail to privacidade@twrt.com.br. The Client and Authorized Users will always receive transactional messages that are necessary for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s to provide the Services (such as billing notices and product usage notifications).

6.3.3 Improvement of Services. TWRT may collect and engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on TWRT’s legitimate interest in improving the Services. When TWRT uses Usage Data, any Personal Data that has been included in the Service Data shall be anonymized and/or aggregated such that it no longer constitutes Service Data or Personal Data under applicable data protection laws. Such third party analytics providers will not share or disclose Usage Data, although TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may make Usage Data publicly available from time to time.

6.3.4 Connection to third party services. The Customer may wish to connect third party services to the Services (e.g. connect our products and/or services to the Customer’s single sign-on service to check the 2FA status of the Customer’s employees). When the Customer uses a third party service to connect to our products and/or services‘, logs into the Services via a third party authentication service or otherwise provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘access to information from a third party service, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ may obtain other information, including Personal Data, from such third parties and combine such Service or Usage Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ legitimate interest in providing the Customer with functionality that supports the Services. Any access TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive to such information from a third party service will always be in accordance with the features and functionality, particularly with respect to authorization, of such service. By authorizing TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to connect with a third party service, the Customer authorizes TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to access and store any information provided to TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ by such third party service, and to use and disclose such information in accordance with this MSA.

6.3.5 Third Party Service Providers. You agree that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may provide Service Data and Personal Data to authorized third party service providers only to the extent necessary to provide, protect or improve the Services. These third party service providers will only have access to Service Data and Personal Data as reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations that are commercially reasonable and substantially consistent with the standards described in this MSA; and (b) your agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below. 6.4. Service Data Safeguards. (i) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will not sell, rent or lease Service Data to third parties, and will not share Service Data with third parties, except as permitted by this MSA and to provide, protect and support the Services. (ii) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will maintain appropriate and commercially reasonable administrative, physical and technical safeguards (especially for a company of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s size and revenue) to protect the security, confidentiality and integrity of Service Data.

Section 7 Privacy practices.

7.1 Privacy Policy. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA operates the Services and, as applicable, handles Personal Data in accordance with the privacy policy available at https:www.taskup.com.br/cancelamentos or https://www.taskup.com.br/privacidade.

7.1 Customer as Controller. To the extent that Service Data constitutes Personal Data, the Parties agree that the Customer determines the purpose and means of processing such Personal Data, and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA processes such information on behalf of the Customer.

7.2 Hosting and Processing. Unless otherwise specifically agreed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, Service Data may be hosted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, or its respective authorized third party service providers, in the United States, Brazil or Europe, or other locations around the world. In providing the Services, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will engage entities to process Service Data, including, without limitation, any Personal Data contained in Service Data pursuant to this MSA, in the United States and other countries and territories.

7.3 Subprocessors. The Customer acknowledges and agrees that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may use third party data processors contracted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ to process Service Data on behalf of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’.third party data processors engaged by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA for processing on behalf of the Customer and in accordance with the Customer’s instructions (as communicated by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA) and the terms of their written sub-contract (the “Sub-processors”). These Subprocessors may access the Service Data to provide, protect and improve the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA shall be liable for the acts and omissions of the Subprocessors to the same extent TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA would be liable if TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA were performing the Services directly under the terms of this MSA. The names and locations of all current Subprocessors used for the processing of Personal Data under this MSA, if any, are set forth in the Privacy Policy.

Section 8 Intellectual Property Rights. Each Party shall retain all right, title and interest in and to any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, in particular, shall exclusively retain such rights in and to the Services and all components of or used to provide the Services. The Client provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA with a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple tiers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, suggestions, content or content of the Services, otherwise use any suggestions, enhancement requests, recommendations or other feedback that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA receives from Customer, its agents or representatives, Authorized Users or other third parties acting on Customer’s behalf; and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or initiated by such suggestions, enhancement requests, recommendations or other comments.

Section 9. Declarations, Warranties and Disclaimers.

9.1 Authority. Each Party declares that it has validly entered into this MSA and that it has the legal power to do so.

9.2 Warranties. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA warrants that, during an applicable Term of 12, 24 or 36 months. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3 (Term and Termination) hereof.

9.3 Disclaimers. Except as specifically set forth in this section and any applicable service level agreement, the services, including all server and network components, are provided on an “as is” and “as available” basis, without warranties of any kind, to the fullest extent permitted by law, and twrt expressly disclaims any and all warranties, express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. Customer acknowledges that twrt does not warrant that the services will be uninterrupted, timely, secure, error-free or free of viruses or other malicious software, and no information or advice obtained by customer from twrt or through the services shall create any warranty not expressly stated in this msa. The parties further agree that twrt shall have no obligation or responsibility for customer’s various compliance programs and that the services, to the extent applicable, are only tools to assist customer in meeting the various compliance obligations for which customer is solely responsible.

Section 10 – Compensation.

10.1 Indemnification by TWRT. TWRT will indemnify and hold Customer harmless from and against any third party claim against Customer alleging that Customer’s use of a Service as permitted by this MSA infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party (an “IP Claim”). TWRT will defend, at its expense, such IP Claim and pay the damages finally awarded to Customer in connection therewith, including the reasonable fees and expenses of attorneys retained by TWRT for such defense, provided that (a) Customer promptly notifies TWRT of the threat or notification of such IP Claim; (b) TWRT shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any IP Claim (however, TWRT will not settle or compromise any claim resulting in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with TWRT in connection therewith. If Customer’s use of a Service has become, or in TWRT’s opinion is likely to become, the subject of any IP Claim, TWRT may, at its option and expense, (i) obtain for Customer the right to continue using the Service(s) as set forth herein; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable, as determined by TWRT, terminate Customer’s subscription to the Service(s) and refund, on a pro-rata basis, any fees previously paid to TWRT for the corresponding unused portion of the Term for such Service(s). TWRT shall have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (x) TWRT’s compliance with designs, data, instructions or specifications provided by Customer; (y) the modification of the Service(s) by anyone other than TWRT or the use of the Service(s) in violation of (i) this MSA, (ii) written instructions provided by TWRT, or (iii) the product features of the Service(s); or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not itself be infringing. The provisions of this Section establish TWRT’s sole, exclusive and entire liability to Customer and constitute Customer’s exclusive remedy with respect to an IP Claim brought by reason of access to or use of a Service by Customer, Customer’s agents or Authorized Users.

10.2 Indemnification by Customer. Customer will indemnify and hold TWRT harmless from any third party claim (a) arising out of or related to the use of a Service by Customer, Customer’s agents or Authorized Users in violation of this MSA; or (b) alleging that Customer’s Service Data infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party; provided that (i) TWRT promptly notifies Customer of the threat or notice of such claim; (ii) Customer shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by TWRT without TWRT’s prior written consent); and (iii) TWRT fully cooperates in connection therewith.

Section 11. Limitation of liability.

Section 12 Miscellaneous.

12.1 Entire Agreement. This MSA and the applicable Order Form(s) constitute the entire agreement and supersede all prior agreements between TWRT and Customer with respect to the subject matter hereof.

12.2 Assignment. Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control or sale of all or substantially all of such Party’s assets, provided that (1) the other Party receives prior notice of such assignment and (2) any successor agrees to perform its obligations under this MSA. Subject to the foregoing restrictions, this MSA shall be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.

12.3 Severability. If any provision of this MSA is found by a court of competent jurisdiction to be unenforceable, that provision shall be modified by the court and interpreted so as to best comply with the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.

12.4 Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

12.5 Notices. All notices provided by TWRT to Customer under this MSA may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S./Brazil/European mail to the contact address provided by Customer on the Order Form; or (b) electronic mail to the electronic mail address provided for Customer’s account owner. Customer shall notify TWRT in writing by Courier or by US/Brazil/European mail to Rua Martinico Prado, 167 sala 11, São Paulo/SP, CEP: 01224-011. All notices shall be deemed to have been given immediately upon delivery by electronic mail or, if otherwise delivered, on the earlier of the date of receipt or two (2) business days after being deposited in the mail or a Courier, as permitted above.

12.6 Applicable Law, Jurisdiction, Venue. This MSA shall be governed by the laws of the State of São Paulo, without reference to conflict of laws principles. Any disputes arising out of this MSA shall be resolved in a court of general jurisdiction in Brazil, in São Paulo. Customer expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or the access to or use of the Services by Customer, its agents or Authorized Users.

12.7 Export Compliance. The Services and other software or components of the Services that TWRT may provide or make available to Customer are subject to United States export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of the Treasury. Customer agrees to comply with all laws and regulations relating to access to and use of the Services. Customer will not access or use the Services if Customer or any Authorized User is located in any jurisdiction in which the provision of the Services, the Software or other components is prohibited by U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not included on any U.S. government list of persons or entities prohibited from receiving U.S. exports or engaging in transactions with any U.S. person; (b) it is not a citizen of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individual under its control to access or use the Services in violation of any U.S. export embargo or any other applicable jurisdiction.(c) will not permit any individual under its control to access or use the Services in violation of any applicable export embargo, prohibition or restriction of the United States or any other country; and (d) will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.

12.8 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee or agent of TWRT in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer becomes aware of any violation of the above restriction, Customer will use reasonable efforts to immediately notify TWRT.

12.9 Advertising and Marketing. TWRT may use Customer’s name, logo and trademarks only to identify Customer as a TWRT customer on TWRT’s website and in other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides the same to TWRT. TWRT may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote the Services. TWRT will never disclose aggregated and/or anonymous information to third parties in a manner that could identify Customer as the source of the information or Authorized Users or others personally.

12.10. Amendments. TWRT may amend this MSA from time to time, in which case the new MSA will supersede prior versions. TWRT will notify Customer at least ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services after the effective date of such amendment may be deemed by TWRT to constitute consent to such amendment. TWRT’s failure at any time to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision of this Agreement.

In case of any discrepancies, the version in Portuguese shall prevail

will issue a refund of the prepaid fees covering the terminated portion of the respective Term for each Service plus a 20% penalty for the replacement services. If

TASKUP, A BRAND THAT BELONGS TO TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA

MASTER SUBSCRIPTION AGREEMENT “MSA”

TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA (“MSA”) Master Subscription Agreement, hereinafter referred to as “TWRT” is effective as of the effective date of an applicable signed order form (such form is an “Order Form” and such date is the “Effective Date”) and is entered into between TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, a São Paulo/SP company with its registered office at Rua Martinico Prado, 167, sala 12, CEP: 01224-011, “TASKUP”), and the customer set out in the Order Form (“Customer”) (the “TASKUP”), (the “TASKUP”), and the customer named in the Order Form (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form shall prevail.

Section 1 Services.

“Services” means the product(s) and service(s) ordered by Customer from Thomas Weinstein Representations and Software Development online or through an Order Form that references this MSA, whether on a trial or paid basis, and to which

Thomas Weinstein Representations and Software Development provides access to the Client. The Services exclude any products or services provided by third parties, even if Customer has connected such products or services to the Services. Subject to the terms and conditions of this MSA, Thomas Weinstein Software Development will make the Services available during the Term as set forth in an Order Form.

Section 2: Fees and payment.

2.1 Fees. The Customer shall pay the fees specified in the Order Form (the “Fees”).

2.2 Payment; taxes. TWRT will invoice Client for Fees, either within the Services or directly, within thirty (30) days of the Effective Date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Client shall pay all invoiced Fees within thirty (30) days net of the invoice date or as otherwise set forth in the agreement between Thomas Weinstein Representations and Software Development and Client. Any late payments may incur fees. Rates do not include local, state or federal taxes or fees of any kind and such taxes shall be borne and paid by Customer, all prices shall include applicable taxes and these are not the responsibility of TWRT unless otherwise set forth in the agreement entered into with Customer.

Section 3: Term and termination.

3.1 Term. This MSA commences on the Effective Date and will remain in effect during the Initial Term and all Renewal Terms, as specified in the Order Form, unless terminated in accordance with this Section (the Initial Term and all Renewal Terms, collectively, the “Term”).

3.2 Termination for cause. A Party may terminate this MSA for cause. Until terminated as provided herein, this Agreement shall remain in effect while an Order is in effect and an Order shall remain in effect during the Term of the Online Services or the completion of the Professional Services pursuant to such Order. Unless otherwise expressly provided in an order or unless one party provides the other with written notice of non-renewal at least thirty (30) days prior to the term end date, the total number of units purchased or otherwise provisioned or used during the term of each subscription service will automatically renew for successive one (1) year renewal terms pursuant to this agreement and the applicable order.For the avoidance of doubt, any purchase or provision of Services that are not subscription or one-time use Services will not automatically renew.

3.3 Termination. A Party may terminate the MSA and an applicable Order Form or a party may terminate this Agreement in its entirety: (a) upon thirty (30) days’ prior written notice to Products and sixty (60) days’ prior written notice to the other party if, at the time of notice, there are no Orders in effect; or (b) upon written notice to the other party if the other party breaches any material obligation (other than with respect to Professional Services) under this Agreement or an Order and does not cure such breach within thirty (30) days after receipt of notice of the breach. Either party may terminate a Professional Service upon written notice to the other party if the other party breaches any material obligation relating to Professional Services and fails to cure such breach within thirty (30) days of receipt of notice of the breach.

3.4 Effect of Termination and Survival. In the event of termination or cancellation of an Order Form or this MSA. In the event of termination of this Agreement for any reason: (a) all Services and Orders under this Agreement will terminate; and (b) all rights and obligations of the parties hereunder will terminate, except as set forth in Section 10.6 (Survival). If Customer terminates this Agreement or a Service for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s uncured breach under Section 10.2 (Termination), TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will issue a refund of the prepaid fees covering the terminated portion of the respective Term for each Service plus a 20% penalty for the replacement services. If TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA terminates this Agreement or a Service for Customer’s uncured breach under Section 10.2, Customer will pay any outstanding amounts payable under this Agreement for the Term applicable to any terminated Service. Professional Services specific to an online Service shall terminate upon termination of such online Service, and Customer shall pay for Professional Services rendered up to or payable from the effective date of such termination.

Section 4. License and use of the Services.

4.1 License. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA grants the Client a non-exclusive, non-transferable and non-sublicensable license and/or service for the product or service

4.2. Authorized Users. Customer may designate and provide access to its employees (or those of its corporate affiliates), independent contractors or other agents to an account on the Services as authorized users (each an “Authorized User”) up to the number of “seats” set forth in the Order Form (unlimited if not specified in the Order Form). Each account may only be used by a single individual Authorized User, and the Customer may be charged for additional seats (if applicable), or TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may terminate the MSA for cause if this requirement is circumvented. Customer is responsible for all use and misuse of the Services by Authorized User accounts and for adherence to this MSA by any Authorized Users, and references to Customer herein shall be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to immediately notify TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA of any unauthorized access or use of which Customer becomes aware.

4.3 Prohibited uses. The Customer and Authorized Users may not: (a) “frame”, distribute, resell or allow access to the Services by any third party other than for its intended purpose; (b) use the Services in a manner that does not comply with applicable federal, state and local laws; (c) interfere with the Services or disrupt any other user’s access to the Subscription Service; (d) reverse engineer, attempt to gain unauthorized access to the Service, attempt to discover the underlying source code or structure, or copy or attempt to copy the Services; (e) knowingly upload to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or otherwise unlawful; (f) upload to the Services or otherwise use in the Services any undisclosed routine, device, code, exploit or other feature that is designed to delete, disable, interfere with or otherwise impair any software, program, data, device, system or service, or that is intended to provide unauthorized access or produce unauthorized modifications; or (g) use any robot, spider, data scraping or extraction tool or similar mechanism in connection with the Services.

Section 5 Confidentiality.

As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party should reasonably understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For purposes of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this MSA. Except as expressly permitted in this MSA, the Receiving Party shall not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the prior written consent of the Disclosing Party. The Receiving Party shall not use the Disclosing Party’s Confidential Information except to fulfill its obligations under this Agreement, such obligations including, in the case of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, the provision of the Services. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, contest and obtain a protective order or other appropriate relief with respect to such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and obtain confidential treatment or a protective order; and (c) permits the Disclosing Party to participate in the proceeding. In addition, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party having breached any obligation owed to the Disclosing Party; (ii) has been independently developed by the Receiving Party without the Receiving Party having breached any obligation owed to the Disclosing Party; or (iii) is received from a third party who has obtained such Confidential Information without any third party having breached any obligation owed to the Disclosing Party.

Section 6. Data practices

6.1. Definitions. “Service Data” means a subset of Confidential Information consisting of electronic data, text, messages, communications or other materials submitted to and stored on the Services by Customer in connection with the use of the Services. Service Data may include, without limitation, any information relating to an identified or identifiable natural person (“data subject”), an identifiable natural person being one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”). Service Data does not include metrics and information relating to Customer’s use of the Services, including information about how Authorized Users use the Services (such information, “Usage Data”).

6.2 Ownership. Customer will continue to retain its ownership rights to all Service Data processed under this MSA and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will own all Usage Data.

6.3 Use of data by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA Notwithstanding any other provision of this Agreement, technical, statistical, learned or other usage data, and payment, billing, profile or other account information is processed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ as data controller and is not Customer Content. In accordance with applicable data protection laws, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ will notify individual Users of its published Privacy Notice (available on the Site) and will process a User’s personal data collected by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ (including usage data and account information) as a data controller in accordance with the Privacy Notice:

6.3.1 Operation of the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive, collect, store and/or process Service Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s legitimate interest in operating the Services. For example, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may collect Personal Data (such as name, telephone number or credit card information) through the account activation process. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may also use Service Data in an anonymized form, such as conversion to numeric value, for training machine learning models to support certain features and functionality within the Services.

6.3.2 Communications. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may communicate with the Client or Authorized Users (i) to send information about products and promotional offers or (i) about the Services in general. If the Client or an Authorized User does not wish to receive such communications, the Client may send an e-mail to privacidade@twrt.com.br. The Client and Authorized Users will always receive transactional messages that are necessary for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s to provide the Services (such as billing notices and product usage notifications).

6.3.3 Improvement of Services. TWRT may collect and engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on TWRT’s legitimate interest in improving the Services. When TWRT uses Usage Data, any Personal Data that has been included in the Service Data shall be anonymized and/or aggregated such that it no longer constitutes Service Data or Personal Data under applicable data protection laws. Such third party analytics providers will not share or disclose Usage Data, although TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may make Usage Data publicly available from time to time.

6.3.4 Connection to third party services. The Customer may wish to connect third party services to the Services (e.g. connect our products and/or services to the Customer’s single sign-on service to check the 2FA status of the Customer’s employees). When the Customer uses a third party service to connect to our products and/or services‘, logs into the Services via a third party authentication service or otherwise provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘access to information from a third party service, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ may obtain other information, including Personal Data, from such third parties and combine such Service or Usage Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ legitimate interest in providing the Customer with functionality that supports the Services. Any access TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive to such information from a third party service will always be in accordance with the features and functionality, particularly with respect to authorization, of such service. By authorizing TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to connect with a third party service, the Customer authorizes TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to access and store any information provided to TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ by such third party service, and to use and disclose such information in accordance with this MSA.

6.3.5 Third Party Service Providers. You agree that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may provide Service Data and Personal Data to authorized third party service providers only to the extent necessary to provide, protect or improve the Services. These third party service providers will only have access to Service Data and Personal Data as reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations that are commercially reasonable and substantially consistent with the standards described in this MSA; and (b) your agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below. 6.4. Service Data Safeguards. (i) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will not sell, rent or lease Service Data to third parties, and will not share Service Data with third parties, except as permitted by this MSA and to provide, protect and support the Services. (ii) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will maintain appropriate and commercially reasonable administrative, physical and technical safeguards (especially for a company of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s size and revenue) to protect the security, confidentiality and integrity of Service Data.

Section 7 Privacy practices.

7.1 Privacy Policy. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA operates the Services and, as applicable, handles Personal Data in accordance with the privacy policy available at https:www.taskup.com.br/cancelamentos or https://www.taskup.com.br/privacidade.

7.1 Customer as Controller. To the extent that Service Data constitutes Personal Data, the Parties agree that the Customer determines the purpose and means of processing such Personal Data, and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA processes such information on behalf of the Customer.

7.2 Hosting and Processing. Unless otherwise specifically agreed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, Service Data may be hosted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, or its respective authorized third party service providers, in the United States, Brazil or Europe, or other locations around the world. In providing the Services, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will engage entities to process Service Data, including, without limitation, any Personal Data contained in Service Data pursuant to this MSA, in the United States and other countries and territories.

7.3 Subprocessors. The Customer acknowledges and agrees that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may use third party data processors contracted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ to process Service Data on behalf of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’.third party data processors engaged by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA for processing on behalf of the Customer and in accordance with the Customer’s instructions (as communicated by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA) and the terms of their written sub-contract (the “Sub-processors”). These Subprocessors may access the Service Data to provide, protect and improve the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA shall be liable for the acts and omissions of the Subprocessors to the same extent TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA would be liable if TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA were performing the Services directly under the terms of this MSA. The names and locations of all current Subprocessors used for the processing of Personal Data under this MSA, if any, are set forth in the Privacy Policy.

Section 8 Intellectual Property Rights. Each Party shall retain all right, title and interest in and to any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, in particular, shall exclusively retain such rights in and to the Services and all components of or used to provide the Services. The Client provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA with a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple tiers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, suggestions, content or content of the Services, otherwise use any suggestions, enhancement requests, recommendations or other feedback that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA receives from Customer, its agents or representatives, Authorized Users or other third parties acting on Customer’s behalf; and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or initiated by such suggestions, enhancement requests, recommendations or other comments.

Section 9. Declarations, Warranties and Disclaimers.

9.1 Authority. Each Party declares that it has validly entered into this MSA and that it has the legal power to do so.

9.2 Warranties. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA warrants that, during an applicable Term of 12, 24 or 36 months. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3 (Term and Termination) hereof.

9.3 Disclaimers. Except as specifically set forth in this section and any applicable service level agreement, the services, including all server and network components, are provided on an “as is” and “as available” basis, without warranties of any kind, to the fullest extent permitted by law, and twrt expressly disclaims any and all warranties, express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. Customer acknowledges that twrt does not warrant that the services will be uninterrupted, timely, secure, error-free or free of viruses or other malicious software, and no information or advice obtained by customer from twrt or through the services shall create any warranty not expressly stated in this msa. The parties further agree that twrt shall have no obligation or responsibility for customer’s various compliance programs and that the services, to the extent applicable, are only tools to assist customer in meeting the various compliance obligations for which customer is solely responsible.

Section 10 – Compensation.

10.1 Indemnification by TWRT. TWRT will indemnify and hold Customer harmless from and against any third party claim against Customer alleging that Customer’s use of a Service as permitted by this MSA infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party (an “IP Claim”). TWRT will defend, at its expense, such IP Claim and pay the damages finally awarded to Customer in connection therewith, including the reasonable fees and expenses of attorneys retained by TWRT for such defense, provided that (a) Customer promptly notifies TWRT of the threat or notification of such IP Claim; (b) TWRT shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any IP Claim (however, TWRT will not settle or compromise any claim resulting in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with TWRT in connection therewith. If Customer’s use of a Service has become, or in TWRT’s opinion is likely to become, the subject of any IP Claim, TWRT may, at its option and expense, (i) obtain for Customer the right to continue using the Service(s) as set forth herein; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable, as determined by TWRT, terminate Customer’s subscription to the Service(s) and refund, on a pro-rata basis, any fees previously paid to TWRT for the corresponding unused portion of the Term for such Service(s). TWRT shall have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (x) TWRT’s compliance with designs, data, instructions or specifications provided by Customer; (y) the modification of the Service(s) by anyone other than TWRT or the use of the Service(s) in violation of (i) this MSA, (ii) written instructions provided by TWRT, or (iii) the product features of the Service(s); or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not itself be infringing. The provisions of this Section establish TWRT’s sole, exclusive and entire liability to Customer and constitute Customer’s exclusive remedy with respect to an IP Claim brought by reason of access to or use of a Service by Customer, Customer’s agents or Authorized Users.

10.2 Indemnification by Customer. Customer will indemnify and hold TWRT harmless from any third party claim (a) arising out of or related to the use of a Service by Customer, Customer’s agents or Authorized Users in violation of this MSA; or (b) alleging that Customer’s Service Data infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party; provided that (i) TWRT promptly notifies Customer of the threat or notice of such claim; (ii) Customer shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by TWRT without TWRT’s prior written consent); and (iii) TWRT fully cooperates in connection therewith.

Section 11. Limitation of liability.

Section 12 Miscellaneous.

12.1 Entire Agreement. This MSA and the applicable Order Form(s) constitute the entire agreement and supersede all prior agreements between TWRT and Customer with respect to the subject matter hereof.

12.2 Assignment. Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control or sale of all or substantially all of such Party’s assets, provided that (1) the other Party receives prior notice of such assignment and (2) any successor agrees to perform its obligations under this MSA. Subject to the foregoing restrictions, this MSA shall be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.

12.3 Severability. If any provision of this MSA is found by a court of competent jurisdiction to be unenforceable, that provision shall be modified by the court and interpreted so as to best comply with the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.

12.4 Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

12.5 Notices. All notices provided by TWRT to Customer under this MSA may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S./Brazil/European mail to the contact address provided by Customer on the Order Form; or (b) electronic mail to the electronic mail address provided for Customer’s account owner. Customer shall notify TWRT in writing by Courier or by US/Brazil/European mail to Rua Martinico Prado, 167 sala 11, São Paulo/SP, CEP: 01224-011. All notices shall be deemed to have been given immediately upon delivery by electronic mail or, if otherwise delivered, on the earlier of the date of receipt or two (2) business days after being deposited in the mail or a Courier, as permitted above.

12.6 Applicable Law, Jurisdiction, Venue. This MSA shall be governed by the laws of the State of São Paulo, without reference to conflict of laws principles. Any disputes arising out of this MSA shall be resolved in a court of general jurisdiction in Brazil, in São Paulo. Customer expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or the access to or use of the Services by Customer, its agents or Authorized Users.

12.7 Export Compliance. The Services and other software or components of the Services that TWRT may provide or make available to Customer are subject to United States export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of the Treasury. Customer agrees to comply with all laws and regulations relating to access to and use of the Services. Customer will not access or use the Services if Customer or any Authorized User is located in any jurisdiction in which the provision of the Services, the Software or other components is prohibited by U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not included on any U.S. government list of persons or entities prohibited from receiving U.S. exports or engaging in transactions with any U.S. person; (b) it is not a citizen of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individual under its control to access or use the Services in violation of any U.S. export embargo or any other applicable jurisdiction.(c) will not permit any individual under its control to access or use the Services in violation of any applicable export embargo, prohibition or restriction of the United States or any other country; and (d) will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.

12.8 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee or agent of TWRT in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer becomes aware of any violation of the above restriction, Customer will use reasonable efforts to immediately notify TWRT.

12.9 Advertising and Marketing. TWRT may use Customer’s name, logo and trademarks only to identify Customer as a TWRT customer on TWRT’s website and in other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides the same to TWRT. TWRT may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote the Services. TWRT will never disclose aggregated and/or anonymous information to third parties in a manner that could identify Customer as the source of the information or Authorized Users or others personally.

12.10. Amendments. TWRT may amend this MSA from time to time, in which case the new MSA will supersede prior versions. TWRT will notify Customer at least ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services after the effective date of such amendment may be deemed by TWRT to constitute consent to such amendment. TWRT’s failure at any time to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision of this Agreement.

In case of any discrepancies, the version in Portuguese shall prevail

terminates this Agreement or a Service for Customer’s uncured breach under Section 10.2, Customer will pay any outstanding amounts payable under this Agreement for the Term applicable to any terminated Service. Professional Services specific to an online Service shall terminate upon termination of such online Service, and Customer shall pay for Professional Services rendered up to or payable from the effective date of such termination.

Section 4. License and use of the Services.

4.1 License. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA grants the Client a non-exclusive, non-transferable and non-sublicensable license and/or service for the product or service

4.2. Authorized Users. Customer may designate and provide access to its employees (or those of its corporate affiliates), independent contractors or other agents to an account on the Services as authorized users (each an “Authorized User”) up to the number of “seats” set forth in the Order Form (unlimited if not specified in the Order Form). Each account may only be used by a single individual Authorized User, and the Customer may be charged for additional seats (if applicable), or TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may terminate the MSA for cause if this requirement is circumvented. Customer is responsible for all use and misuse of the Services by Authorized User accounts and for adherence to this MSA by any Authorized Users, and references to Customer herein shall be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to immediately notify TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA of any unauthorized access or use of which Customer becomes aware.

4.3 Prohibited uses. The Customer and Authorized Users may not: (a) “frame”, distribute, resell or allow access to the Services by any third party other than for its intended purpose; (b) use the Services in a manner that does not comply with applicable federal, state and local laws; (c) interfere with the Services or disrupt any other user’s access to the Subscription Service; (d) reverse engineer, attempt to gain unauthorized access to the Service, attempt to discover the underlying source code or structure, or copy or attempt to copy the Services; (e) knowingly upload to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or otherwise unlawful; (f) upload to the Services or otherwise use in the Services any undisclosed routine, device, code, exploit or other feature that is designed to delete, disable, interfere with or otherwise impair any software, program, data, device, system or service, or that is intended to provide unauthorized access or produce unauthorized modifications; or (g) use any robot, spider, data scraping or extraction tool or similar mechanism in connection with the Services.

Section 5 Confidentiality.

As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party should reasonably understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For purposes of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this MSA. Except as expressly permitted in this MSA, the Receiving Party shall not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the prior written consent of the Disclosing Party. The Receiving Party shall not use the Disclosing Party’s Confidential Information except to fulfill its obligations under this Agreement, such obligations including, in the case of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, the provision of the Services. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, contest and obtain a protective order or other appropriate relief with respect to such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and obtain confidential treatment or a protective order; and (c) permits the Disclosing Party to participate in the proceeding. In addition, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party having breached any obligation owed to the Disclosing Party; (ii) has been independently developed by the Receiving Party without the Receiving Party having breached any obligation owed to the Disclosing Party; or (iii) is received from a third party who has obtained such Confidential Information without any third party having breached any obligation owed to the Disclosing Party.

Section 6. Data practices

6.1. Definitions. “Service Data” means a subset of Confidential Information consisting of electronic data, text, messages, communications or other materials submitted to and stored on the Services by Customer in connection with the use of the Services. Service Data may include, without limitation, any information relating to an identified or identifiable natural person (“data subject”), an identifiable natural person being one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”). Service Data does not include metrics and information relating to Customer’s use of the Services, including information about how Authorized Users use the Services (such information, “Usage Data”).

6.2 Ownership. Customer will continue to retain its ownership rights to all Service Data processed under this MSA and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will own all Usage Data.

6.3 Use of data by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA Notwithstanding any other provision of this Agreement, technical, statistical, learned or other usage data, and payment, billing, profile or other account information is processed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA as data controller and is not Customer Content. In accordance with applicable data protection laws, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ will notify individual Users of its published Privacy Notice (available on the Site) and will process a User’s personal data collected by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ (including usage data and account information) as a data controller in accordance with the Privacy Notice:

6.3.1 Operation of the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive, collect, store and/or process Service Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’s legitimate interest in operating the Services. For example, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may collect Personal Data (such as name, telephone number or credit card information) through the account activation process. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may also use Service Data in an anonymized form, such as conversion to numeric value, for training machine learning models to support certain features and functionality within the Services.

6.3.2 Communications. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may communicate with the Client or Authorized Users (i) to send information about products and promotional offers or (i) about the Services in general. If the Client or an Authorized User does not wish to receive such communications, the Client may send an e-mail to privacidade@twrt.com.br. The Client and Authorized Users will always receive transactional messages that are necessary for TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s to provide the Services (such as billing notices and product usage notifications).

6.3.3 Improvement of Services. TWRT may collect and engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on TWRT’s legitimate interest in improving the Services. When TWRT uses Usage Data, any Personal Data that has been included in the Service Data shall be anonymized and/or aggregated such that it no longer constitutes Service Data or Personal Data under applicable data protection laws. Such third party analytics providers will not share or disclose Usage Data, although TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may make Usage Data publicly available from time to time.

6.3.4 Connection to third party services. The Customer may wish to connect third party services to the Services (e.g. connect our products and/or services to the Customer’s single sign-on service to check the 2FA status of the Customer’s employees). When the Customer uses a third party service to connect to our products and/or services‘, logs into the Services via a third party authentication service or otherwise provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘access to information from a third party service, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ may obtain other information, including Personal Data, from such third parties and combine such Service or Usage Data based on TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ legitimate interest in providing the Customer with functionality that supports the Services. Any access TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may receive to such information from a third party service will always be in accordance with the features and functionality, particularly with respect to authorization, of such service. By authorizing TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to connect with a third party service, the Customer authorizes TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ to access and store any information provided to TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ by such third party service, and to use and disclose such information in accordance with this MSA.

6.3.5 Third Party Service Providers. You agree that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA may provide Service Data and Personal Data to authorized third party service providers only to the extent necessary to provide, protect or improve the Services. These third party service providers will only have access to Service Data and Personal Data as reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations that are commercially reasonable and substantially consistent with the standards described in this MSA; and (b) your agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below. 6.4. Service Data Safeguards. (i) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will not sell, rent or lease Service Data to third parties, and will not share Service Data with third parties, except as permitted by this MSA and to provide, protect and support the Services. (ii) TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will maintain appropriate and commercially reasonable administrative, physical and technical safeguards (especially for a company of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘s size and revenue) to protect the security, confidentiality and integrity of Service Data.

Section 7 Privacy practices.

7.1 Privacy Policy. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA operates the Services and, as applicable, handles Personal Data in accordance with the privacy policy available at https:www.taskup.com.br/cancelamentos or https://www.taskup.com.br/privacidade.

7.1 Customer as Controller. To the extent that Service Data constitutes Personal Data, the Parties agree that the Customer determines the purpose and means of processing such Personal Data, and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA processes such information on behalf of the Customer.

7.2 Hosting and Processing. Unless otherwise specifically agreed by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, Service Data may be hosted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, or its respective authorized third party service providers, in the United States, Brazil or Europe, or other locations around the world. In providing the Services, TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA will engage entities to process Service Data, including, without limitation, any Personal Data contained in Service Data pursuant to this MSA, in the United States and other countries and territories.

7.3 Subprocessors. The Customer acknowledges and agrees that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ may use third party data processors contracted by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA‘ who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’ to process Service Data on behalf of TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA’.third party data processors engaged by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA who receive Service Data from TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA for processing on behalf of the Customer and in accordance with the Customer’s instructions (as communicated by TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA) and the terms of their written sub-contract (the “Sub-processors”). These Subprocessors may access the Service Data to provide, protect and improve the Services. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA shall be liable for the acts and omissions of the Subprocessors to the same extent TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA would be liable if TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA were performing the Services directly under the terms of this MSA. The names and locations of all current Subprocessors used for the processing of Personal Data under this MSA, if any, are set forth in the Privacy Policy.

Section 8 Intellectual Property Rights. Each Party shall retain all right, title and interest in and to any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA, in particular, shall exclusively retain such rights in and to the Services and all components of or used to provide the Services. The Client provides TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA with a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple tiers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, suggestions, content or content of the Services, otherwise use any suggestions, enhancement requests, recommendations or other feedback that TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA receives from Customer, its agents or representatives, Authorized Users or other third parties acting on Customer’s behalf; and TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or initiated by such suggestions, enhancement requests, recommendations or other comments.

Section 9. Declarations, Warranties and Disclaimers.

9.1 Authority. Each Party declares that it has validly entered into this MSA and that it has the legal power to do so.

9.2 Warranties. TASKIT DESENVOLVIMENTO E DISTRIBUIÇÃO DE SOFTWARES LTDA warrants that, during an applicable Term of 12, 24 or 36 months. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3 (Term and Termination) hereof.

9.3 Disclaimers. Except as specifically set forth in this section and any applicable service level agreement, the services, including all server and network components, are provided on an “as is” and “as available” basis, without warranties of any kind, to the fullest extent permitted by law, and twrt expressly disclaims any and all warranties, express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. Customer acknowledges that twrt does not warrant that the services will be uninterrupted, timely, secure, error-free or free of viruses or other malicious software, and no information or advice obtained by customer from twrt or through the services shall create any warranty not expressly stated in this msa. The parties further agree that twrt shall have no obligation or responsibility for customer’s various compliance programs and that the services, to the extent applicable, are only tools to assist customer in meeting the various compliance obligations for which customer is solely responsible.

Section 10 – Compensation.

10.1 Indemnification by TWRT. TWRT will indemnify and hold Customer harmless from and against any third party claim against Customer alleging that Customer’s use of a Service as permitted by this MSA infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party (an “IP Claim”). TWRT will defend, at its expense, such IP Claim and pay the damages finally awarded to Customer in connection therewith, including the reasonable fees and expenses of attorneys retained by TWRT for such defense, provided that (a) Customer promptly notifies TWRT of the threat or notification of such IP Claim; (b) TWRT shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any IP Claim (however, TWRT will not settle or compromise any claim resulting in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with TWRT in connection therewith. If Customer’s use of a Service has become, or in TWRT’s opinion is likely to become, the subject of any IP Claim, TWRT may, at its option and expense, (i) obtain for Customer the right to continue using the Service(s) as set forth herein; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable, as determined by TWRT, terminate Customer’s subscription to the Service(s) and refund, on a pro-rata basis, any fees previously paid to TWRT for the corresponding unused portion of the Term for such Service(s). TWRT shall have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (x) TWRT’s compliance with designs, data, instructions or specifications provided by Customer; (y) the modification of the Service(s) by anyone other than TWRT or the use of the Service(s) in violation of (i) this MSA, (ii) written instructions provided by TWRT, or (iii) the product features of the Service(s); or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not itself be infringing. The provisions of this Section establish TWRT’s sole, exclusive and entire liability to Customer and constitute Customer’s exclusive remedy with respect to an IP Claim brought by reason of access to or use of a Service by Customer, Customer’s agents or Authorized Users.

10.2 Indemnification by Customer. Customer will indemnify and hold TWRT harmless from any third party claim (a) arising out of or related to the use of a Service by Customer, Customer’s agents or Authorized Users in violation of this MSA; or (b) alleging that Customer’s Service Data infringes or misappropriates a valid patent, copyright, trademark or trade secret of a third party; provided that (i) TWRT promptly notifies Customer of the threat or notice of such claim; (ii) Customer shall have the sole and exclusive control and authority to select defense counsel and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by TWRT without TWRT’s prior written consent); and (iii) TWRT fully cooperates in connection therewith.

Section 11. Limitation of liability.

Section 12 Miscellaneous.

12.1 Entire Agreement. This MSA and the applicable Order Form(s) constitute the entire agreement and supersede all prior agreements between TWRT and Customer with respect to the subject matter hereof.

12.2 Assignment. Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control or sale of all or substantially all of such Party’s assets, provided that (1) the other Party receives prior notice of such assignment and (2) any successor agrees to perform its obligations under this MSA. Subject to the foregoing restrictions, this MSA shall be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.

12.3 Severability. If any provision of this MSA is found by a court of competent jurisdiction to be unenforceable, that provision shall be modified by the court and interpreted so as to best comply with the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect.

12.4 Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

12.5 Notices. All notices provided by TWRT to Customer under this MSA may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S./Brazil/European mail to the contact address provided by Customer on the Order Form; or (b) electronic mail to the electronic mail address provided for Customer’s account owner. Customer shall notify TWRT in writing by Courier or by US/Brazil/European mail to Rua Martinico Prado, 167 sala 11, São Paulo/SP, CEP: 01224-011. All notices shall be deemed to have been given immediately upon delivery by electronic mail or, if otherwise delivered, on the earlier of the date of receipt or two (2) business days after being deposited in the mail or a Courier, as permitted above.

12.6 Applicable Law, Jurisdiction, Venue. This MSA shall be governed by the laws of the State of São Paulo, without reference to conflict of laws principles. Any disputes arising out of this MSA shall be resolved in a court of general jurisdiction in Brazil, in São Paulo. Customer expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or the access to or use of the Services by Customer, its agents or Authorized Users.

12.7 Export Compliance. The Services and other software or components of the Services that TWRT may provide or make available to Customer are subject to United States export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of the Treasury. Customer agrees to comply with all laws and regulations relating to access to and use of the Services. Customer will not access or use the Services if Customer or any Authorized User is located in any jurisdiction in which the provision of the Services, the Software or other components is prohibited by U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not included on any U.S. government list of persons or entities prohibited from receiving U.S. exports or engaging in transactions with any U.S. person; (b) it is not a citizen of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individual under its control to access or use the Services in violation of any U.S. export embargo or any other applicable jurisdiction.(c) will not permit any individual under its control to access or use the Services in violation of any applicable export embargo, prohibition or restriction of the United States or any other country; and (d) will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.

12.8 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee or agent of TWRT in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer becomes aware of any violation of the above restriction, Customer will use reasonable efforts to immediately notify TWRT.

12.9 Advertising and Marketing. TWRT may use Customer’s name, logo and trademarks only to identify Customer as a TWRT customer on TWRT’s website and in other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides the same to TWRT. TWRT may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote the Services. TWRT will never disclose aggregated and/or anonymous information to third parties in a manner that could identify Customer as the source of the information or Authorized Users or others personally.

12.10. Amendments. TWRT may amend this MSA from time to time, in which case the new MSA will supersede prior versions. TWRT will notify Customer at least ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services after the effective date of such amendment may be deemed by TWRT to constitute consent to such amendment. TWRT’s failure at any time to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision of this Agreement.

In case of any discrepancies, the version in Portuguese shall prevail