PRIVATE INSTRUMENT OF SOFTWARE LICENSE AGREEMENT AND PROVISION OF RELATED SERVICES

CONTRACT INFORMATION SHEET

GENERAL TERMS AND CONDITIONS

CONTRACT INFORMATION SHEET

1. PARTIES

The Parties to this instrument are:

1. As the CONTRACTOR, in this instrument referred to as V-LAB:

2. As the CLIENT, in this instrument referred to as CLINIC:

3. BILLING INFORMATION:

4. RESPONSIBLE FOR V-LAB SERVICE MANAGEMENT AT THE CLINIC:

1.5. PAYMENT METHOD:

2. CONTRACT TERM:

3. FINANCIAL SUMMARY OF THE CONTRACT:

3.1. Implementation

The implementation costs are those presented at the time of contracting through the exclusive payment link..

3.2. Operation

The operational costs are those presented at the time of contracting through the exclusive payment link.

GENERAL TERMS AND CONDITIONS

By this instrument and in the best form of law, the Parties qualified in the preamble; 

CONSIDERING THAT

(i) V-LAB is a company operating in the technology sector and provides services to legal and/or natural persons, offering a solution that consists of an electronic system, also referred to as software, which enables live internet transmission of medical exams and/or procedures, with recording directly in the “cloud,” called the “V-LAB Solution”;

The Parties resolve to enter into this Private Instrument of Software License Agreement and Provision of Related Services and Loan Term for the “V-Baby Desktop Transmission Kit,” which will be governed by mutual agreement between the Parties, by the above considerations as well as the following clauses and conditions:

1 - DEFINITIONS

HELPDESK: Online support and service system provided by V-LAB for the CLINIC.

SLA: Denotes a service level agreement for the purposes of this contract, the level of technical performance of the software proposed by V-LAB, ensuring that such an agreement does not represent a reduction in V-LAB's responsibility, but rather an indicator of technical excellence since in IT there is no full (100%) service level guarantee.

TECHNICAL DOCUMENTATION: Document that is an integral part of this instrument and provides information on the necessary infrastructure and hardware specifications required by the CLINIC, representing the minimum standard required for the operation of the “V-LAB Solution.”

VIEWING PLATFORM: The place intended for viewing transmissions made through the “V-LAB Solution,” composed of a set of applications, websites, and software installed on V-LAB's servers, accessed among others through internet browsers, requiring an internet connection for access.

TRANSMISSION PLATFORM: Provided it is properly connected to the internet, intended for live transmission (streaming) and/or cloud recording of videos obtained through the installation and use of

the “V-Baby Desktop” Solution, with the aid of a Capture Card connected to the CLINIC's computer and the devices indicated by the CLINIC, such as i)

ultrasound devices, ii) endoscopy, iii) surgical cameras, iv) etc.

BACKOFFICE PLATFORM: The place intended for license management, obtaining reports and usage statistics, control, and viewing of transmissions made through the “V-LAB Solution,” composed of a set of applications, websites, and software installed on V-LAB's servers, with restricted access made among others through internet browsers, requiring an internet connection for access.

APP V-BABY: Application available for viewing transmissions made through the “V-Baby Solution,” accessed through internet browsers, requiring an internet connection.

2 - OBJECT

2.1 The object of this instrument is the temporary, non-exclusive, non-transferable license to use the “V-LAB Solution,” in the Desktop mode, also called "V-Baby Desktop," provision of related services, and supply of the “V-Baby Desktop Transmission Kit” described in the Loan Term in clause 16 below.

2.2 The “V-LAB Solution” allows the CLINIC to transmit videos of medical procedures and is mainly composed of i) “VIEWING PLATFORM,” ii) “TRANSMISSION PLATFORM,” and iii) “BACKOFFICE PLATFORM”.

3 - TERM

3.1 This contract will come into force on the date of activation of the “V-Baby Desktop” Solution and will remain in effect for the period established in item 2 of the Contract Information Sheet.

3.1.1 The activation of the “V-Baby Desktop” Solution will be formalized via email to the address indicated by the CLINIC and listed in the Contract Information Sheet.

3.1.2. At the end of the initial term, and in the absence of any opposition from either Party, this contract will be automatically renewed for equal and successive periods.

4 - PRICE, FREQUENCY, AND PAYMENTS

4.1 The monthly payments related to this instrument are defined in item 3 of the Contract Information Sheet and will be charged in advance at the beginning of the use of the Software License(s).

4.2 For cases where the Software License is charged based on the number of transmissions, V-LAB will monitor how many transmissions were made during the month and will make this information available on the “BACKOFFICE PLATFORM.”

4.2.2 If the number of transmissions is less than the minimum contracted, the charge will be based on the minimum number of exams expected.

4.2.2.1 The balance of transmissions not carried out during the expected period will not generate a balance for subsequent periods, considering that V-LAB provided its infrastructure to meet the expected demand.

4.2.3 If the number of transmissions exceeds the contracted volume, the excess will be charged based on the values defined in item 3 of the Contract Information Sheet and billed in the month following its use.

4.3 Any functionality or service requested by the CLINIC that is not expressly provided for in this contract will be subject to a Commercial Proposal and/or an addendum to this Contract, which, if formally accepted by the CLINIC, will be charged separately by V-LAB.

4.4 The values of this contract will be adjusted annually as agreed by the Parties.

4.5 THE AUTHORIZED MEANS OF PAYMENT is EXCLUSIVELY CREDIT CARD through a link provided by V-LAB.

4.5.1. The CLINIC must provide the necessary data to complete the transaction, committing to keep the credit card information always updated so that V-LAB can make the charges resulting from this contract.

4.5.2. If the credit card used is not from the CLINIC, the CLINIC assumes full civil and criminal responsibility before the credit card holder for its use.

4.6 V-LAB will send the invoice and consumption report to the billing email indicated by the CLINIC in the Contract Information Sheet.

4.6.1 The issuance of invoices and/or billing will be carried out for each service provided according to the recurrence stipulated in item 3 of the Contract Information Sheet, and in the case of monthly recurrence, by the 5th (fifth) business day of the month following use.

4.6.2 If the CLINIC does not receive the billing and/or report by the indicated date, it must provide for its printing directly on the “BACKOFFICE PLATFORM” or send an email to V-LAB at the address: financeiro@vlab.live

5 - OBLIGATIONS OF THE CLINIC

5.1 By providing its data, the CLINIC will be administratively, civilly, and criminally responsible for the truthfulness, accuracy, and consistency of the information declared, including before third parties, obliging itself to keep its data updated with V-LAB, including "email," under penalty of, if not doing so, all notices and notifications sent to the initially informed addresses and listed in this contract will be considered valid.

5.1.1 In case of registration change, the CLINIC must send an email to the address listed in item 1.1 of the Contract Information Sheet.

5.2 The CLINIC will receive for its sole and exclusive use a login, a password, and an access key to access the “BACKOFFICE PLATFORM” of the “V-LAB Solution.”

5.2.1 The password must be changed by the CLINIC on the first access to the platform and must be kept under its custody and responsibility for all legal purposes, including being responsible for all DATA TRANSACTIONS of its patients carried out using the password.

5.3 The CLINIC will be responsible for the acts performed by its agents, developers, administrators, and/or any person who has access to the account administration password, declaring acceptance of this responsibility.

5.3.1 The administration password is encrypted, and neither V-LAB nor its agents and employees have access to it.

5.3.2 No agent, employee, or administrator of V-LAB is authorized to request or have access to the CLINIC's administration password.

5.4 The CLINIC must promptly pay the charges and/or additions related to the licensing of the “V-LAB Solution” and/or respective additional services contracted.

5.5 It is the responsibility of the CLINIC to adapt the hardware, solution, and communication infrastructure for the correct operation of the “V-LAB Solution,” observing the requirements listed at the link https://bit.ly/vbaby-desktop which represent the minimum standard required.

5.5.1 If the CLINIC's infrastructure is not configured to support the necessary demands, V-LAB is exempt from fulfilling any of the assured service level agreements (SLA).

5.6 It is the duty of the CLINIC to maintain trained personnel for the operation of the “V-LAB Solution” and for communication with V-LAB, promoting immediate contact in case of any problem with the software, providing all documentation and other information that report the circumstances in which such problems occurred to facilitate their resolution.

5.7 The CLINIC must respect the exclusive rights of V-LAB over the “V-LAB Solution,” its derivations, and other computer programs provided, complying with the prerogatives listed in Laws No. 9.609/98 and No. 9.610/98 or other regulations that may eventually replace and complement them;

5.8 The CLINIC is obliged to respond to its patients and V-LAB for the correct use of recording transmissions in the “V-LAB Solution,” including with regard to their legality, and to fully and regressively indemnify V-LAB in the event of judicial or administrative conviction of V-LAB due to the illegal content broadcast on the system.

5.9 Due to a requirement imposed by Brazilian law - General Data Protection Law (Law 13.709/18) in its article 5, item II, and article 11, item I, the CLINIC is obliged to obtain the specific and highlighted consent of its patients to carry out the transmission and recording of the medical procedure content, as well as to request consent for sharing this content with V-LAB, highlighting that V-LAB may access this content to correct errors and, after complete anonymization, explore the database in order to provide improvements in its systems, develop new products and conduct medical studies by its own means or in partnership with other institutions and companies.

5.9.1 The CLINIC declares itself aware of this legal obligation and, in case of non-compliance, exempts V-LAB from any responsibility for such obligation.

5.10 If V-LAB verifies the use of the “V-LAB Solution” for recording transmissions that deviate from the solution's purpose (Medical Procedures), it should immediately remove the content from the air and notify the CLINIC.

5.10.1 Repetition by the CLINIC of the conduct provided for in clause 5.10 above entitles V-LAB to terminate the contract by operation of law, and the CLINIC will also be liable for losses and damages in case of harm caused to V-LAB or third parties.

5.11 If irregularities are found in the CLINIC's account, it must bear all necessary costs for correct licensing, including but not limited to hiring new products or regularizing existing ones.

5.12 The CLINIC agrees in advance that any suggestion made to V-LAB regarding improvements to the “V-LAB Solution” is not binding, and it is up to V-LAB to decide whether or not to implement them.

5.13 The CLINIC is obliged to reimburse V-LAB for any damages caused due to the breach of the clauses of this contract, including bearing resulting legal costs and expenses.

5.14 The CLINIC is expressly prohibited from:

5.14.1 Compiling, decompiling, transferring, altering, assigning, sublicensing, or alienating in any way, in whole or in part, the “V-LAB Solution”;

5.14.2 Allowing unauthorized third parties to use its login and password to access the restricted area of the “V-LAB Solution”;

5.14.3 Violating or attempting to violate the security and usage restriction mechanisms used by V-LAB in the “V-LAB Solution”;

5.14.4 Using the “V-LAB Solution” beyond the contracted limits.

5.14.5 Using the specifications of the “V-LAB Solution,” or allowing third parties to use them, to create another program with the same purpose;

5.14.6 Installing or attempting to install directly any program and/or application in the “V-LAB Solution” different from the object of this contract, under penalty of constituting contractual non-compliance justifying the termination of this contract by operation of law.

5.15 Carrying out the transmission and recording of medical procedures without the authorization of patients, doctors, nurses, agents, and/or employees.

5.16 - TERMS OF USE

5.16.1 The license to use the “V-LAB Solution” is granted without exclusive use and in a non-transferable manner, in accordance with current legislation, with its proprietary rights remaining the exclusive property of V-LAB;

5.16.1.1 V-LAB reserves all rights to the “V-LAB Solution” that have not been expressly granted to the CLINIC by this instrument, and no rights are granted to it regarding the source code or data model of the “V-LAB Solution”.

6 - OBLIGATIONS OF V-LAB

6.1 Providing technical support via phone, chat, and email on business days from 9 am to 6 pm Brasília/Brazil time.

6.1.1 Under no circumstances is technical support understood to include solving problems involving the infrastructure of medical equipment and/or the CLINIC's property, connectivity, or the CLINIC's electrical and internet infrastructure.

6.2 Except in urgent cases, V-LAB commits to informing the CLINIC 3 (three) days in advance about the necessary interruptions for technical adjustments or maintenance that require more than 6 (six) hours and may cause operational disruption to the provided license.

6.2.1 V-LAB, according to its exclusive technical and/or operational definition, will preferably carry out maintenance between 12 am and 6 am, observing the official time of Brasília/Brazil.

6.2.2 In urgent cases, interruptions will be immediate without prior notice and should preferably not exceed 2 (two) hours each.

6.2.3 Urgent cases are understood to be those that put at risk the regular operation of the server where the “V-LAB Solution” is installed, as well as those determined for security reasons due to detected vulnerabilities.

6.2.4 Maintenance interruptions that do not impair the solution's operability will last as long as necessary to correct the detected irregularities, but may not exceed 15 (fifteen) consecutive days.

6.3 Managing the “V-LAB Solution” by monitoring it full-time and carrying out the necessary interventions in case of interruptions in the functioning of its programs.

6.4 Keeping protection programs against third-party invasions (“hackers”) updated, regardless of request and without technical compliance by the CLINIC; however, V-LAB is not responsible in case of inevitable attacks due to surpassing the available market technology.

6.4.1 Performing updates to the “V-LAB Solution” aimed at preventing and correcting any anomalies, as well as promoting its evolution.

6.4.2 The updates provided immediately replace the previous version of the “V-LAB Solution,” and the CLINIC is aware that the replaced version cannot be used and/or reinstalled.

6.5 Performing with care, diligence, and promptness, observing the provision of the “V-LAB Solution” within the functionalities provided.

6.6 Providing a support channel for the CLINIC to report any difficulties in using the “V-LAB Solution,” with such information being analyzed by V-LAB, considering its technical and structural limitations.

6.7 Storing the data of recorded exams according to the rules in Clause 7 of the Contract.

7 - STORAGE AND BACKUP

7.1 V-LAB will store transmissions that have been effectively recorded on the “V-LAB Solution” cloud servers for up to 12 (twelve) months after the recordings, provided that this instrument is in force, and may, at its discretion, store for a longer period.

7.2 It is at the exclusive discretion of the CLINIC to develop its own backup system for preserving the generated data and stored content, if deemed convenient.

7.2.1 At its discretion, V-LAB will perform data and transmission backups at 3 (three) hour intervals for those recorded in the “cloud,” i.e., on V-LAB's servers.

7.2.1.1 Transmissions that, for any reason, have not been transmitted to V-LAB's servers and have been successfully recorded will be stored on the CLINIC's computer hard drive and later sent to V-LAB's servers, available for consultation on the CLINIC's DASHBOARD, with no other type of backup for such a case.

7.2.1.2 V-LAB is not responsible for recovering data that has not been effectively transmitted to its servers and was created within a period shorter than 3 (three) hours, considering that such a period may be insufficient for the backup routine provided by V-LAB to be executed.

7.2.2.1 The backup content and data are made available in the form in which the last storage occurred, and under no circumstances is V-LAB responsible for the correct functioning of the content and/or data if it was originally stored incorrectly.

7.2.2.2 The backup will be made available to the CLINIC upon registering data loss by opening a ticket in V-LAB's “HELPDESK”.

7.2.3 V-LAB will make its best efforts to restore data when the loss occurs due to proven improper, inaccurate, and negligent actions by the CLINIC, whether through improper use of the solution or access violations to its account. However, the CLINIC understands that such restoration may not be possible.

7.3 In case of termination of this contract, and provided that the CLINIC is not in default with amounts due under this contract, V-LAB will make available to the CLINIC within 10 (ten) days from the request, the data generated and content stored in the last 12 (twelve) months through an export layout defined by V-LAB.

7.3.1 Upon the provision of the data as provided in clause 7.3 above, the CLINIC will have a period of 20 (twenty) days to extract them from the location indicated by V-LAB, after which V-LAB will no longer be responsible for providing or making the data available.

8 - SECRECY AND CONFIDENTIALITY

8.1 The Parties agree that the information in the CLINIC's account is covered by the confidentiality and secrecy clause, and V-LAB cannot, except in cases of order and/or request and/or judicial determination of any kind and/or order and/or request and/or determination by public authorities to clarify facts and/or circumstances and/or to instruct an investigation, inquiry, and/or ongoing complaint, disclose the information to third parties.

8.2 V-LAB will not be responsible for violations of the aforementioned data and information resulting from acts by employees, agents, or persons authorized by the CLINIC, nor for those resulting from criminal or irregular actions by third parties (“hackers”) beyond the limits of technical predictability at the time they occur.

8.3 The CLINIC guarantees and authorizes V-LAB the right to anonymize the database of recorded transmissions and ONLY after complete anonymization, use its content without any cost, with the aim of providing improvements and evolutions in the “V-LAB Solution,” developing new products, conducting medical studies by its own means or in partnership with other institutions and companies, including the possibility of commercializing, licensing, and transferring its products.

9 - CANCELLATION, TERMINATION, AND RESCISSION

9.1 The Parties may terminate this contract at any time, provided that the other party is informed in writing by letter with Acknowledgment of Receipt (AR) with a minimum notice of 60 (sixty) days.

9.1.1 During the notice period, payments made by the CLINIC in favor of V-LAB must be maintained normally.

9.1.2 The termination of this Contract will result in the closure of the account as well as the cessation of transmission of the recorded content in the “V-LAB Solution”.

9.2 Regardless of when the termination or cancellation of this contract occurs, the amounts paid for Implementation, Training, and Customization and the Licensing of the “V-LAB Solution” will not be refunded, as they are intended to remunerate specific services that will have already been fully provided.

9.3 Late payment of any amount due under this contract will incur a late fee of 2% (two percent), late interest of 1% (one percent) per month, and for delays equal to or greater than 30 (thirty) days, monetary correction calculated by the IGPM/FGV variation from the due date until the date of actual payment, even if it occurs in court.

9.4 If, for any reason, any amount due under this contract is paid late and/or without the inclusion of late fees, interest, and monetary correction, the obligation will not be considered fulfilled, and V-LAB is authorized to include the missing amounts and/or unpaid additions in the subsequent monthly bill.

9.5 The CLINIC declares itself aware that in case of default, V-LAB will inform credit protection agencies, being authorized to do so in the event of a delay exceeding 30 (thirty) days in the payment of any amount arising from this contract, whether related to the main plan or its additional service

9.6 Regardless of the late penalties listed above, late payment of any amount arising from this contract for a period exceeding 30 (thirty) days after the due date will result in the automatic termination of this contract, without notice or notification, authorizing V-LAB to suspend the provision of the solution license as well as its related technical services contracted.

9.7 This contract will also be terminated automatically, without notification, if either Party fails to comply with any of the other obligations assumed in chapters “5” and “6” of this contract, if not remedied within 30 (thirty) days from the receipt of a notification sent by the affected Party in this regard.

9.8 If this contract is terminated due to default, under the terms of clause 9.7, the party causing the termination, except in cases of termination for non-payment which has its own rule, will be responsible for paying the damages caused to the innocent party, such damages being pre-fixed at 50% (fifty percent) of the effective value of the contract, understood as the value of the monthly payments made by the CLINIC to V-LAB in the last 12 (twelve) months of the contract's validity or during its entire validity, if less than 12 (twelve) months at the date of termination, WITH MUTUAL WAIVER BY THE PARTIES OF ANY FURTHER INDEMNITY FOR ANY REASON OR JUSTIFICATION, EXCEPT IN CASES EXPRESSLY PROVIDED FOR IN THIS INSTRUMENT.

10 - DATA MAINTENANCE

10.1 Upon termination of this contract, whether due to non-renewal, termination, or any other reason, or after the 12 (twelve) month period of data storage, V-LAB, at its discretion and at no cost to the CLINIC, will keep the existing data stored in the account for an additional 30 (thirty) days from the date the contractual relationship ended or the 12 (twelve) month storage period expired, sufficient time to comply with the provisions of clauses 7.3 and 7.3.1 above.

10.1.1 After the 30 (thirty) day period, the data will be removed automatically and irreversibly, without any notice or notification, and the CLINIC will not be able to claim anything in court or extrajudicially.

10.2 The maintenance of account data stored by V-LAB will not allow third-party access. Only the CLINIC, using its administration password, can download the backup data according to the layout provided at V-LAB's sole discretion.

10.3 The anonymized transmission content of the CLINIC already in use by V-LAB will not be removed and may continue to be used by V-LAB indefinitely, without any cost to either Party.

11 - SERVICE LEVEL AGREEMENT (SLA)

11.1 V-LAB, provided that the CLINIC's obligations under this Contract and/or "TECHNICAL DOCUMENTATION" are met, has the technical capability to offer and proposes to maintain, each calendar month, an SLA of 99.8% (ninety-nine point eight percent) for the “VIEWING PLATFORM,” “TRANSMISSION PLATFORM,” and “BACKOFFICE PLATFORM,” excluding the time required for:

a. Scheduled server maintenance, with prior notice;

b. Unscheduled maintenance, when technically essential;

c. Problems with access and telecommunication provider links;

d. System version updates on a date and time to be informed by V-LAB or contracted third parties;

e. Urgent corrective maintenance required due to viruses, invasions, attacks, system anomalies, or equipment failures;

f. Suspension of license availability by order of competent authorities or due to non-compliance with contract clauses;

g. Failures caused by incompatibility between the licensed programs and any other programs or equipment used by the CLINIC;

h. Configuration and usage failures of the “V-LAB Solution” for which the CLINIC is responsible, or server overload caused by inappropriate configuration or usage.

11.2 For greater transparency, V-LAB will make available the monitoring status of its servers at http://status.vlab.live.

12 - DECLARATIONS OF THE PARTIES

12.1 - DECLARATIONS OF THE CLINIC

12.1.1 Declares that it had the opportunity to thoroughly understand the “V-LAB Solution” and evaluated all its functionalities and characteristics to the point of concluding that they meet the necessary and desired specifications, agreeing that any specific functionality desired by the CLINIC and not agreed upon in this contract will be treated as customization, subject to execution by V-LAB, as specifically agreed upon between the Parties.

12.1.2 Acknowledges that the ownership of all intellectual property rights, including but not limited to patents, trademarks, service marks, copyrights, code lines, and trade secrets contained in proprietary information, belong to and remain with V-LAB.

12.1.3 Authorizes access to the content existing in its account whenever necessary and/or convenient for the provision of technical support by V-LAB.

12.1.4 Recognizes that V-LAB is exempt from any liability arising from the results produced by the software if it is affected by any external program, equipment failure, use of non-recommended infrastructure, improper user operation, or unauthorized persons, as well as for damages or losses arising from administrative, managerial, or commercial decisions of the CLINIC, whether based on the information provided by the software or not.

12.1.5 Authorizes the free disclosure of its trade name and logo in V-LAB's client portfolio for commercial purposes.

12.1.6 V-LAB may interrupt the service (Software License, as well as its related technical services contracted) at any time in case of default exceeding 30 (thirty) days by the CLINIC. The continuation of the service in the event of default will be considered an act of mere tolerance, not generating any rights for the CLINIC.

12.2 - DECLARATIONS OF V-LAB

12.2.1 Declares that it is not, in any way, prevented from licensing the use of the software subject to this instrument.

12.2.2 V-LAB may assign, transfer, or alienate, in any form, the rights to the V-LAB software, as well as the obligations and rights arising from existing contracts with users.

12.2.3 Maintains specialized and duly qualified personnel for the provision of services requested by the CLINIC with diligence, efficiency, and quality, being responsible for the employment relationships of its employees and the payment of the respective social charges.

13 - COMMUNICATION BETWEEN THE PARTIES

13.1 Contacts and/or simple communication between the contracting Parties regarding this contract will be made by physical and electronic mail and “HELPDESK” provided through the address http://suporte.vlab.live, means accepted by both parties as appropriate for this purpose.

13.2 The electronic contact address for each Party will be the one listed in the Contract Information Sheet.

13.3 For everything related to requests for technical assistance, complaints, and any other matters that require proof, record, or documentation, THE ONLY APPROPRIATE MEANS for any of these purposes will be the CLINIC's registration of its request via the “HELPDESK” system.

14 - RESPONSE TIME

14.1 The hours and response time for requests sent by the CLINIC to V-LAB via the “HELPDESK” will follow the rules established in clause 6.

14.2 V-LAB guarantees the CLINIC compliance with the above deadlines in 90% (ninety percent) of the responses provided in a calendar month.

15 - PRIVACY AND DATA PROTECTION

15.1 V-LAB, as the operator of Personal Data for the purpose of fulfilling the "Contract," will comply with all applicable Brazilian Privacy and Data Protection laws and regulations, especially the LGPD - General Data Protection Law (Law No. 13.709/2018).

15.1.1 For full compliance with applicable legislation, the Parties must jointly:

(i) Adopt reasonable measures to ensure the reliability of any employee, agent, or third party who will have access to the Personal Data collected and processed when using the "V-LAB SOLUTION," ensuring that access is strictly limited to those who actually need it, confidentially and in compliance with the provisions of the LGPD;

16 - JURISDICTION

16.1 The parties choose the Central Court of São Paulo/SP, Brazil, to resolve any doubts or disputes arising from the execution of this contract, waiving any other jurisdiction, regardless of how privileged it may be.