These terms and conditions of service (the “Terms”) are applicable to all purchase orders issued by parties outside of Brazil and shall govern your access to and use of the services that MZ Consult NY, LLC. Avenue of the Americas, Suite 411, City of New York, NY, 10018 (“MZ” or “we” and derivatives thereof such as “us” and “our”) provide to each user of our services (“you” and derivatives thereof such as “your” or “Client”, we and you collectively known as the “Parties” or, in the singular term “Party”, refers to either you or us.

By accessing or using the Services you agree to be bound by these Terms. These services include all those services or products described in the Purchase Order Agreement between the parties, and such other services that we may perform from time to time under these Terms (the “Services”).  Your access to and use of the Services are conditioned on your acceptance of, and compliance with, these Terms. These Terms will become effective as of the date (the “Effective Date”) that the Parties enter into a Purchase Order Agreement (the “Purchase Order Agreement” or “POA”) with you as part of an accepted sales proposal that we make to you, which purchase order agreement may be automatically amended and supplemented from time to time to include additional products and services as requested by you.   The provisions and conditions described in these terms and conditions shall also be made a part of that POA and shall be deemed by the parties to be incorporated in said POA as though written therein verbatim.   In any case of conflict between the terms of the POA and these Terms, the terms of such POA shall apply.

1. Consideration.

During the term of the POA, you agree to pay the fees as set forth in said POA. The aforementioned fees shall continue until terminated by the terms of said POA as set forth therein or as otherwise terminated pursuant to these terms and conditions. Amounts paid to us for work completed are non-refundable.  You shall pay all invoices by the due date on the invoice. Should your account become more than 60 days past the due date, we may immediately suspend service and the unpaid amount referred to collection through an attorney or collections agency. We are not liable for any damages sustained by you as a result of such suspension.  If your unpaid invoices are referred to an attorney or collection agency, you shall pay all court costs, expenses, and all reasonable attorney’s fees or collections agency fees.   All payments made pursuant to such POA shall be made in United States Currency or other such currency as shall be determined by us in our sole discretion with thirty (30) days notice to you.

The amounts referred to in the POA do not include the costs and expenses MZ may incur in the execution of the Services (“Expenses”), which shall be charged to you by separate invoice with attached documentation evidencing such expense. Payment for such expenses shall be tendered by you within thirty (30) days from the tendering of such invoice to you by us.

If MZ professionals need to travel to execute the Services, MZ shall request your prior approval before incurring any expense related to such travel.  You shall be responsible for the reimbursement to us for such travel expenses within thirty (30) days from the tendering of such invoice to you by us.

If it is necessary to contract third parties to provide services directly to you, MZ will encourage you to directly contract the third party itself.  At your request, MZ may contract the services and subsequently obtain reimbursement for the expenses against the payment of a fifteen percent (15%) management fee on the contracted amount. MZ reserves the right to choose not to directly contract third-party services for you. Payment for such expenses shall be tendered by you within thirty (30) days from the tendering of such invoice to you by us.

1. Term and Termination

2.1 These Terms will become effective on the date of execution of the POA by the parties and will continue in effect until terminated in accordance with the Purchase Order Agreement or as otherwise specified in this Section (such period being the “Term”).  The term of each Purchase Order Agreement will be set forth in such Purchase Order Agreement.

2.2 Any further term shall be agreed upon between the parties.  Should there be no agreement in writing to continue Services by us to you past the term of the POA, then the terms of such POA shall remain in force until such time as either part shall give notice of termination pursuant to the herein below provisions.

2.3 Either You or We may terminate the Purchase Order Agreement by giving five (5) days after receipt of written notice thereof to the other party.  You also may terminate these Terms in the event we unilaterally amend these Terms and institute a material change to the Terms and Services to which you object within the time period set forth in Section 9.2 herein below, subject to our right to continue to perform and enforce the Terms as they existed prior to the amendment.  In the event we choose to continue to perform under and enforce the Terms as they existed prior to the amendment, the right to terminate arising from the amendment shall cease and be null and void without such five (5) days written notice.

 

2.4 Termination By Us.  Without prejudice to Clause III(e) above, in the case of default for a period longer than sixty (60) days, MZ may immediately cease providing the services until you pay any and all overdue amounts, including but not limited to amounts due for third party services incurred by us, travel expenses, late charges, and attorney fees and costs, and interest, if applicable.

2.5 Effect of Termination.  Subject to your continued advance payment for Services, upon termination of Services for any reason, you will have a reasonable period of time, not to exceed thirty (30) days following the effective date of termination, in which to continue using Services until you can successfully transition to a substitute service.  You will use all reasonable efforts to complete any such transition as soon as is practicable. Subject to your continued advance payment for Services during the transition period, we will provide all reasonable transition assistance requested by you. We are not responsible for any damages or losses that you incur in the event that we discontinue hosting your website as a result of your failure to pay to us any amounts owed to us.

1. Your Account

3.1 Upon entering into the POA for website hosting, you were assigned an account (“Account”).  You acknowledge and agree that you do not have ownership or other proprietary interest in the Account.  Upon creating the Account, we asked you to provide us with certain personal information (e.g., name and email address). You represent that when you provided such personal information it was accurate, current and complete, and if you are requested to provide additional information, such additional information will be accurate, current and complete information.  You agree to maintain and update such information to keep it accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we have the right to terminate your access to and use of the Services (or any portion thereof). YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR ACCOUNT, INCLUDING ANY PASSWORD THEREFORE, and FOR MAINTAINING CONFIDENTIALITY OF ALL ACCESS TO AND USE OF YOUR ACCOUNT, INCLUDING any and all USE OF THE SERVICES OR ANY PORTION THEREOF that ARE CONDUCTED through THE USE OF YOUR ACCOUNT EVEN IF A PERSON ACCESSES YOUR ACCOUNT WITHOUT AUTHORIZATION (IN THE ABSENCE OF NEGLIGENCE OR WILLFUL MISCONDUCT ON OUR PART).  You agree that you will not share or otherwise provide your Account information to anyone and if you require another person to access your Account, you will request that we assign a username and password to such other person. If you have reason to believe that your Account is no longer secure, you must: (i) promptly change your password, and (ii) immediately notify us of the problem by emailing us at contact@mzgroup.com (with the subject line: “Account Security Issues”).

3.2 You may choose to authorize others within your company or at a third party to have a user account. In doing such you are granting them full access and the ability to make or request changes, additions and deletions of any type to your account and services provided by us, including without limitation; live content, structure, settings, preferences, accounting, data and shareholder communication. You agree that you will be liable for any and all actions taken by any person that you authorize to have a user account and that you will ensure that any such person fully complies with these Terms and the Purchase Order Agreement and you will indemnify, defend and hold us harmless for any damages that any such person may cause or for any breach by such person of these Terms or the Purchase Order Agreement.

1. Further Obligations

4.1 In addition to the other obligations in this Agreement, MZ undertakes, during the term of this Agreement, to:

1. Have and maintain in effect all the necessary records and licenses in compliance with applicable Federal, State or municipal law, or of any other nature that are or may be legally required;

1. Perform its obligations under the POA in a workmanlike manner;

1. During the term of this Agreement and for five (5) years after its termination, the SERVICE PROVIDER will undertake to maintain complete and accurate accounting books and records regarding the SERVICE PROVIDER’s activities under this Agreement, including any transactions or disbursements made during the execution of these activities

4.2 In addition to the other obligations set forth in this Agreement, in addition to any other requirement under the POA or these Terms, you shall also:

1. Provide to MZ the information, documents and materials required to the execution of the Services under the POA, and be responsible for their veracity, accuracy and completeness;

1. Review and immediately inform MZ of any irregularity regarding the Service that may be executed by MZ not in accordance with the terms in this Agreement;

1. Timely pay all the amounts due to MZ;

1. Not allow your hosted website to contain any marital or media which violates any Municipal, State or Federal law with regard to content, including, but not limited to, intellectual property infringement and malicious software, or which may violate any moral standards.  You shall indemnify and hold us harmless, including reasonable attorney’s fees and court costs, from any liability or losses whatsoever incurred from our hosting of your website.

1. Confidentiality

1. 1. The parties may provide to one another Confidential Information solely and exclusively for the purpose of those services to be performed under the POA (the “Authorized Purpose”).  The party hereto that is giving access to, disclosing, or otherwise providing confidential information pursuant to this Agreement shall be known as the “Providing Party”.  The party hereto that is gaining access to, obtaining or other otherwise receiving confidential information pursuant to this Agreement shall be known as the “Receiving Party”.   Each party hereto can be both a Receiving Party and a Providing Party pursuant to this Agreement depending on the parties’ relationship to the confidential information at issue.   
   2. For purposes of this Agreement, “Confidential Information” means any and all information which is confidential or proprietary in nature, whether in written, oral or other form.  Information deemed “Confidential Information” includes, without limitation: agreements; leases; financials; intellectual property; proposed advertisements and promotional material; samples; models; drawings; employee or partner information; analyses; compilations; studies; financial, statistical, technological or other business information; the specific terms of the POA and of these Terms and any draft agreements relating to this Agreement and discussions relating to the POA.

1. For purposes of this Agreement, Confidential Information shall not include any information that Receiving Party can demonstrate was or is: (i) known to the Receiving Party prior to disclosure by the Providing  Party; (ii) as of the time of its disclosure, or thereafter becomes, part of the public domain through a source other than the Receiving Party; (iii) made known to the Receiving Party by a third person who is not subject to any confidentiality obligation known to Receiving Party and such third party does not impose any confidentiality obligation on the Receiving Party with respect to such information; (iv) required to be disclosed pursuant to governmental authority, professional obligations, law, decree regulation, duly authorized subpoena or court order; or (v) independently developed by the Receiving Party.
2. The parties each agree:
   1. 1. to take commercially reasonable steps to: (A) ensure that the Confidential Information or any part thereof, in any form, is not disclosed to, or discussed with, any third party except its legal or other advisors in accordance with Paragraph 4 (c) below, and (B) treat and keep any and all of the Confidential Information as confidential, with at least the same degree of care as it accords to its own confidential information, but in no event less than a reasonable degree of care;
      2. to use the Confidential Information solely for the Authorized Purpose;
      3. to disclose the Confidential Information only to its employees, partners, agents or its legal or other advisors, provided that they have: (A) each been informed of the confidential, proprietary and secret nature of the Confidential Information, (B) a demonstrable need to review such Confidential Information;
      4. the Receiving Party shall be responsible and liable for any breach of the terms and conditions of this Agreement by such employees, partners, agents and legal and other advisors;
      5. that you are, and shall remain, the exclusive owner of your Confidential Information, and no license or conveyance of any rights in or to the Confidential Information is granted to us, or implied under the terms of this Agreement;
      6. that we, or our affiliate, are, and shall remain, the exclusive owner of our Confidential Information, and no license or conveyance of any rights in or to the Confidential Information is granted to you, or implied under the terms of this Agreement;
      7. not to copy or photocopy any of the Confidential Information except as permitted pursuant to the terms of this Agreement; and
      8. viii)not to use any Confidential Information to compete directly or indirectly with the Providing Party or for any purpose in connection with the business of the Receiving Party, except to fulfill a party’s obligations under the POA and these terms.

1. 1. Upon the request of the Providing Party, the Receiving Party shall return or destroy any and all of the Confidential Information and all documents, data, drawings, materials, media or writings containing any, and all, other manifestations of, the Confidential Information, along with any copies and photocopies thereof unless such Confidential Information must be retained to comply with a party’s professional or legal obligations in the reasonable opinion of the Receiving Party’s legal counsel.
   2. This Agreement shall commence on the Effective Date of the POA and expire three (3) years from the date of termination of the Agreement between the parties.
   3. The parties hereto understand and acknowledge that any breach or threatened breach by one of the parties or by its employees, partners, agents or its legal or other advisors of any of the terms of this Agreement shall result in irreparable injury and damage to the other party which shall not be adequately compensated in money damages, that the non-breaching party shall have no adequate remedy at law for any such breach, and that, in addition to any other legal remedies which may be available to such non-breaching party, the non-breaching party shall be entitled to seek such equitable relief as may be necessary to protect it against any such breach or threatened breach, including, without limitation, injunctive relief.  In addition, the non-breaching party may recover any damages (including without limitation all court costs and reasonable attorneys’ fees) it may incur as a result of such breach or threatened breach.
   4. Nothing contained in this Section 5 will be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, expressly or impliedly, any rights or licenses to the Confidential Information of the other Party.  Nothing contained in this Section 4 will be construed as limiting or diminishing in any respect the scope of any licenses granted under these Terms.

6.  Warranties/Representations

6.1 Authorization  Each Party represents, warrants, and covenants to the other Party that:

(a)  it has the requisite corporate power and authority to enter into, and to carry out the transactions contemplated by these Terms and any Purchase Order Agreement, including, where applicable, the previous execution of such corporate resolution which may be required by you to enter into the POA;

(b)  the execution, delivery, and performance of these Terms and the POA, and the consummation of the transactions contemplated by these Terms and the POA:  (i) have been duly authorized by the requisite corporate action on the part of such Party; (ii) will not conflict with or violate in any material manner any applicable law, rule, regulation, judgment, order, or decree of any government, governmental instrumentality, or court having jurisdiction over such Party; and (iii) will not constitute a material default under any material contract by which it or any of its material assets are bound, or an event that would, with notice or lapse of time or both, constitute such a default; and

(c)   there is no proceeding pending or, to the knowledge of the Party, threatened, which challenges or may have a material adverse effect on these Terms or the Purchase Order Agreement or the transactions contemplated by these Terms.

6.2 Ownership and Non-infringement.  Both parties warrant, covenant, and represent that none of the Materials provided by either party or on either parties’ behalf or used in connection with the performance of these Terms and the POA, nor the possession or use of any of the foregoing by either party or third party users (as applicable), as permitted under these Terms, will infringe or misappropriate any Intellectual Property Right of any third party.  The representations, warranties and covenants set forth herein will not apply to the extent the infringement or misappropriation is caused by modifications of the affected item by us or our contractors, agents or representatives (other than you or your Affiliates or subcontractors), unless such modifications were recommended or authorized by you or your Affiliates or subcontractors.

6.3 Client Materials.  You authorize us to make changes (without the need for further authorization) to your corporate website, investor relations website, mobile application or other property of yours kept or maintained by us that is impacted by the provision of Services to you as contemplated by the Purchase Order Agreement and these Terms (“Client Material”).  Specifically, we are permitted (without the need for further authorization) to make changes to the Client Material to reflect any text, images or other items for use on your Client Material consistent with these Terms and in furtherance of the purposes hereof, or to incorporate any public information disseminated by you or on your behalf.  You are solely responsible for all Client Materials regardless of whether we have modified the Client Material in accordance with this Section 6.3. You represent, warrant, and covenant that none of the Materials provided by you or on your behalf or used in connection with the performance of these Terms or the Purchase Order Agreement, nor the possession or use of any of the foregoing by us or third party users (as applicable), as permitted under these Terms, will be inaccurate, false and/or defamatory.  You further represent to us and upon each provision of Materials to us you will be deemed to be making a new representation to us that the Materials you submit to us are accurate and authentic Materials, that the dissemination of such Materials complies with all applicable laws; that the Materials do not violate or infringe upon any copyright, trademark, or service mark rights and other property rights, privacy rights, non-solicitation rights, intellectual property rights, confidentiality rights or other proprietary or contractual rights of any person or entity; and that the Materials do not contain any information which is libelous, defames or slanders any person or entity, which violates the intellectual property or confidentiality rights of any person or entity. You hereby agree to indemnify, defend and hold us harmless for any Losses that we incur as a result of either the breach of any representations or warranties made by you about the Materials in this Section 6.3 or otherwise or for any  Losses that we incur as a result of the dissemination of the Materials pursuant to our provision of the Services, including dissemination through the website that we create for you or through the issuances of press releases or other public dissemination of the Materials that we make on your behalf.

6.4 Representations.  Except as expressly set forth in these Terms or the Purchase Order Agreement or as required by law, you represent that you will not, directly or indirectly, in whole or in part:

(i) copy any software, website, application or any user manuals and technical documentation made generally available by us to our customers, including all modifications and additions thereto (collectively, “Documentation”), except as part of your permitted use pursuant to these Terms;

(ii) cause or permit any reverse engineering, decompilation, modification, translation, disassembly of or attempt to determine any source code, algorithms, methods or techniques used or embodied in any software, website or application;

(iii) sell, rent, lease, sublicense, distribute, disclose, publish, assign, pledge, grant a security interest in or otherwise transfer any rights in any software, website or application without our prior written consent; (iv) modify, or create derivative works based upon any our developed software, website, application or Documentation, in whole or in part;

(v) permit third parties to access or use any software, website or application in any way, including without limitation via a timesharing, emulation, hosting, service bureau, interception, virtualization, or similar arrangement or environment;

(vi) perform, or release the results of, benchmark tests or other comparisons of any software, website or application, with other software or hardware;

(viii) remove or alter any digital rights management mechanism, or copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on or in any software, website, application or Documentation; (ix) do anything which may adversely affect our right, title or interest in or to the Services.

6.5 Disclaimer/No Warranties.  OTHER THAN AS EXPRESSLY PROVIDED IN THESE TERMS OR IN THE PURCHASE ORDER AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, AND EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Indemnification/Hold Harmless

7.1 General Indemnity.  Each Party agrees to indemnify, defend, and hold harmless the other, including its Affiliates, and third party users (as applicable), and their respective officers, directors, employees, agents, successors, and assigns, from any and all Losses (as defined below) and threatened Losses arising from or in connection with any third party claim to the extent such claim is based on or arises out of (a) the negligence or willful misconduct of a Party, its parent, subsidiaries, affiliates or assigns and their respective directors, officers, employees and agents; or (b) any breaches by a Party of the representations and warranties contained in or made pursuant to these Terms or the Purchase Order Agreement, including, without limitation, in Section 6.  For purposes of these Terms, “Losses” means all losses, liabilities, damages and claims, and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties).

7.2 Infringement Indemnity.  Each party agrees to indemnify and hold harmless the other party, its Affiliates, and third party users (as applicable), and their respective officers, directors, employees, agents, successors, and assigns, harmless from any and all Losses and threatened Losses arising from or in connection with any third party claim to the extent such claim is based on allegations which, if proven, would constitute a breach of any representation, warranty or covenant under Section 6.2 (Ownership and Non-Infringement).

7.3 Indemnification Procedures. With respect to third party claims, the following procedures will apply:

(a)   The indemnified Party will provide the indemnifying Party prompt notice of each such claim received by the indemnified Party; provided, however, that no failure to so notify the indemnifying Party will relieve the indemnifying Party of its obligations under these Terms except to the extent that the indemnifying Party can demonstrate actual prejudice attributable to such failure.

(b)   The indemnifying Party will have the right and authority to control and direct the investigation, defense, and settlement of such claim, provided that:

(i) the indemnified Party will be entitled to participate in the defense of such claim and to employ counsel at its own expense, and

(ii) if a settlement imposes an obligation or restriction on the indemnified Party, or requires the indemnified Party to make an admission, the indemnifying Party will obtain the prior written approval of the indemnified Party (such approval not to be unreasonably conditioned, delayed, or withheld) before entering into any settlement of such claim.

(c)   The indemnifying Party will have no liability for settlements or agreements entered into without its prior written consent by the indemnified Party.

(d)   The indemnified Party will provide such cooperation and assistance as may be reasonably requested by the indemnifying Party in connection with the investigation, defense, or settlement of the third party claim at the indemnifying Party’s expense.

7.4 Subrogation. If an indemnifying Party is obligated to indemnify an indemnified Party pursuant to this Section 7, the indemnifying Party will, upon payment of such indemnity in full, be subrogated to all rights of the indemnified Party with respect to the claims to which such indemnification relates.

8.  Limitations on Liability

8.1 General Intent. Subject to the provisions of Section 8.2 below, it is the intent of the Parties that each Party is liable to the other Party for any actual damages incurred by the non-breaching Party as a result of the breaching Party’s failure to perform its obligations in the manner required by these Terms.

8.2 Liability Restrictions

(a)   EXCEPT AS PROVIDED IN SECTION 8.3 BELOW AND TO THE EXTENT PERMITED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.  Except as provided in Section 9.3 below, a Party’s total liability to the other Party, whether in contract or in tort (including breach of warranty, negligence, and strict liability in tort) is limited to the amount paid or payable under these Terms or the applicable Purchase Order Agreement.

(b)   Without limiting the generality of the other provisions of this Section 8 and to the extent permited by applicable law, you agree that we will not be liable for any Loss incurred by you (i) as a result of any interruption or cessation of Services for any reason, (ii) as a result of our action or failure to take any action included within the Services, including, for example, the posting, failure to post or improper posting of any press release, the improper modification or lack of modification of your website or mobile application to reflect updated information, or the posting or failure to post any SEC filing or any similar action or inaction, or (iii) as the result of any negligence or malfeasance by any third party that that we obtain information from or otherwise utilize to provide the Services, such as newswire services, webcasting services, teleconferencing services, cloud services, data providers, or domain registration or DNS services, even if the interruption or cessation described in (i) the action or failure to take action described in (ii) or the negligence or malfeasance described in (iii) results in a change in the stock price or market capitalization of your company, the unwanted termination of a significant planned transaction such as a merger or acquisition, or any other detrimental effect.

8.3 Exceptions. The limitations of liability set forth in Section 8 will not apply with respect to: (a) damages attributable to a breach of a Party’s confidentiality obligations under Section 5 (Confidentiality); or (b) damages attributable to a breach of Section 6.2 (Ownership and Non-Infringement).

8.4 Force Majeure. Neither Party is liable for any default or delay in the performance of its obligations under these Terms or the Purchase Order Agreement:  (a) if and to the extent such default or delay is caused by fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, war, terrorism, rebellions or revolutions in any country, or any other similar cause beyond the reasonable control of such Party; and (b) provided the non-performing Party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means.  The affected Party will promptly notify the other Party of the circumstances causing its delay or failure to perform and of its plans and efforts to implement a work-around solution. For as long as such circumstances prevail, the Party whose performance is delayed or hindered will continue to use all commercially reasonable efforts to recommence performance without delay.

9.  Personal Data Protection

9.1 For purposes of this section nine, “Personal Data” shall mean any information about an identified or identifiable individual, or about an individual that can be singled-out by using reasonable time and resources available at the time of such processing.

9.2. Brazilian privacy laws are fully applicable to us and our activities. We also undertake to comply with the European Union’s General Data Protection Regulation – GDPR (Regulation (EU) 2016/679), as well as other foreign laws and regulations to the extent applicable to our activities and services.

9.3 We will act as a data operator for purposes of Brazilian and European laws and regulations regarding Personal Data entered by you or persons under your responsibility on our technology platforms. We shall process said Personal Data according to your direct instructions via software, based on our need to fulfill the POAs and in accordance with applicable Brazilian and foreign data protection laws and regulations to the extent applicable to our activities and services.

9.4 We shall uphold MZ Group’s Corporate Privacy Policy in processing any and all Personal Data that we have in our possession as a data controller or operator. We shall keep Personal Data confidential and reasonably secure, and minimize the collection and processing of such Personal Data in accordance with their respective declared purposes. We shall remain transparent as to the processing of such Personal Data and the fulfilment of the rights of their respective subjects, as well as act in an overall ethical and accountable manner concerning Personal Data subjects and other persons affected by their treatment.

9.5 We may share or transfer Personal Data to our affiliates, other processors and/or sub-processors in Brazil and other countries for fulfilling the POAs, always in compliance with our Corporate Privacy Policy and applicable Brazilian and foreign laws and regulations. We shall take the necessary precautions to obtain reasonable assurance that the level of confidentiality and Personal Data protection offered by each data recipient shall be adequate to Brazilian legislation and our Corporate Privacy Policy.

9.6 Each Party to the POAs shall be liable for their own conduct regarding privacy and protection of Personal Data of all persons affected by our services. We shall not be liable for undue processing and instructions regarding processing of personal data by you or persons under your responsibility. The Parties agree that if one Party is held liable for a violation of the clauses committed by the other party, the latter will, to the extent to which it is liable, indemnify the first party for any cost, charge, damages, expenses or loss it has incurred.

9.7 Each Party shall cooperate with the other Party, without undue delay and to reasonable extents, to comply with the legal requests and requisitions of Personal Data subjects and competent governmental authorities.

9.8 If you are established within the European Union or in a region where an European Union’s Member State law applies by virtue of public international law, we undertake to enter, whereas requested by you, into Standard Clauses for processing personal information received from the European Union (EU controller to non-EU or EEA processor as per decision 2010/87/EU of the European Comission). Such Standard Clauses shall supersede the clauses in this Section 9 whereas applicable.

10. General Provisions

10.1 Assignment. Except in the case of a change of control (whether by merger, consolidation, sale of stock, sale of all or substantially all assets or otherwise), neither Party may assign or otherwise transfer any of their rights or obligations under these Terms or the Purchase Order Agreement to any person or entity without the other Party’s written consent, which shall not be unreasonably withheld, conditioned or delayed. Any assignment or other transfer not in accordance with this Section is null and void.  Subject to the foregoing, these Terms are binding upon the successors and assigns of each Party.

10.2 Entire Agreement; Amendment. These Terms and the Purchase Order Agreement entered into by the Parties pursuant hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements with respect to the subject matter contained in these Terms or the Purchase Order Agreement.   No change, waiver, or discharge of any Purchase Order Agreement will be valid unless in writing and signed by an authorized representative of the Party against which such change, waiver or discharge is sought to be enforced. Our websites and technology platforms needed for providing our Services shall be subject to specific terms and conditions. Our data processing activities shall also be subject to MZ’s Corporate Privacy Policy and to Standard Clauses for processing personal information received from the European Union. Notwithstanding the foregoing, we reserve the right to amend the provisions of these Terms, the specific terms and conditions of our websites and technology platforms, and MZ’s Corporate Privacy Policy at any time without prior notice to you.  Upon receiving notice from us after any such amendment, your continued use of our Services constitutes acknowledgement and acceptance of all such amendments. In the event that you provide a written objection within seven (7) days to any amendment to these Terms that constitutes a material change to the Terms and Services, we reserve the right to continue performance under and enforcement of the Terms as they existed prior to the amendment.

10.3 Order of Precedence. If there is a conflict or ambiguity between these Terms and any Purchase Order Agreement, these Terms will prevail except as to provisions specifically identified in the POA as modifying or amending specified provisions of these Terms.  Any such modifications or amendments in the POA will control for purposes of that Purchase Order Agreement only.

10.4 Arbitration Agreement. The Parties agree that all controversies, claims, disputes and matters in question arising out of, or related to, this Agreement, the breach of this Agreement, claims at law, tort claims, statutory claims, choses in equity or any other matter or claim whatsoever shall be decided by binding arbitration before the American Arbitration Association, utilizing its Commercial Rules.  Venue for any arbitration between the Parties shall be had and is mandatory in New York to the exclusion of all other places of venue, for all matters that arise under this Agreement.

10.5 Jurisdiction and Venue. This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the state of New York without regard to any statutory or common-law provision pertaining to conflicts of laws.  The Parties agree that courts of competent jurisdiction in New York County, New York and the United States District Court for the Southern District of New York, shall have concurrent jurisdiction with the arbitration tribunals of the American Arbitration Association for purposes of entering temporary, preliminary and permanent injunctive relief with regard to any action arising out of any breach or alleged breach of this Agreement.  The Parties agree to submit to the personal jurisdiction of such courts and any other applicable court within the state of New York. The Parties further agree that the mailing of any process shall constitute valid and lawful process against each Party. The Parties waive any claim they may have that any of the foregoing courts is an inconvenient forum.

10.6 Publicity. Either party shall require written permission from the other party prior to making any public announcements related to this agreement.

10.7 Compliance with Laws. Each Party agrees at its cost and expense to obtain all necessary regulatory approvals applicable to its business, to obtain any necessary licenses or permits for its business, and to comply with all laws and regulatory requirements applicable to its business (or that of its Affiliates) or the performance of its obligations under these Terms or the POA.  Without limiting the generality of the foregoing, both Parties agree to comply fully with all relevant laws and regulations of the United States to ensure that no information or technical data provided pursuant to these Terms or the Purchase Order Agreement is exported or re-exported directly or indirectly in violation of law. In addition, each of the parties hereto agrees to comply with all applicable laws and regulations and, without limiting the generality of the foregoing, you will comply with the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 and other applicable laws relating to the use of electronic messaging systems to send unsolicited bulk messages and advertising indiscriminately (“SPAM”) and will not include a link to a website that we host for you in any electronic mail campaign that violates such act or other applicable law or that otherwise constitutes SPAM.

10.8 Notices. All notices, requests, demands, and determinations under these Terms (other than routine operational communications), must be in writing, including by electronic mail, and delivered to you at your address as specified in the Purchase Order Agreement or to such other address as a Party has indicated to another Party in writing, including by electronic mail.    If for notice to us, to:

Attn: Rodolpho Tomé Zabisky

Title: CEO

E-mail: sales@mzgroup.com

Should either party change notification information, such party shall notify the other part of such change by electronic mail.  In case of failure to a Party inform the other Party of such change in notification, any notification sent in conformity with the previous notification address will be considered to have been effectively made pursuant to this Agreement.

10.9 Relationship of the Parties. We are performing the Services as an independent contractor.  Nothing in these Terms will constitute a partnership between or joint venture by the Parties.  We have the sole right and obligation to supervise, manage, direct and perform all work to be performed by our personnel under these Terms and the POA. Neither Party is an agent of the other and neither Party has any authority to represent the other as to any matters.

10.10 Use of Name or Marks.

(a) We may use your name, service mark or trademark in advertising without your prior permission for purposes of marketing our services unless you give us written notice to end such practice.

(b) Only if linked directly to your website, we may include you on our website consistent with how all other clients are displayed on our website.

(c)   Neither Party may remove any copyright or proprietary rights notice attached to or included on any tangible material provided by the other Party.  All such notices must be reproduced on any copies of such tangible material.

10.11 Severability. If any provision of these Terms conflicts with the law under which these Terms are to be construed or if any such provision is held invalid by a court with jurisdiction over the Parties, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law.  The remainder of these Terms will remain in full force and effect.

10.12 Third Party Beneficiaries. The Agreement is entered into solely between you and us and, except for the Parties’ indemnification obligations under these Terms, will not be deemed to create any rights in any third parties or to create any obligations of either us or you to any third parties.

10.13 Waiver of Default. A delay or omission by either Party to exercise any right or power under these Terms will not be construed to be a waiver thereof.  A waiver by either Party of any of the covenants to be performed by the other or any breach thereof will not be construed to be a waiver of any succeeding breach thereof or of any other covenant in these Terms.

10.14 Cumulative Remedies. Except as otherwise expressly provided in these Terms, all remedies provided for in these Terms will be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise.

10.16 Headings. The section headings and the table of contents used herein are for reference and convenience only and will not enter into the interpretation hereof.