Terms of Use

Agreement for the assignment of the right to use software and related specialized services

Filling in the values”[TO BE DETERMINED]“is done at the moment the request for the electronic signature of the contract is triggered.

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For the present CONTRACT,

[TO BE DETERMINED], hereinafter referred to as CONTRACTOR and, on the other hand,

POOMES SISTEMAS EMPRESARIAIS S.A., a business company, with headquarters at Rua Ferreira de Araújo, 79, Pinheiros neighborhood, in the city of São Paulo, SP, CEP 05428-000, registered with the CNPJ under number 17,682,570/0001-01 and NIRE No. 3522724305-5, represented in this act under the terms of its constituent acts, hereinafter referred to as HIRED,

CONSIDERING THAT:

i. A CONTRACTOR wishes, for the regular development of its activities, the use of a business management and customer relationship system (“CRM”);

ii. A HIRED Are you the owner of POOMES CRM SYSTEM, and, therefore, the exclusive owner of the rights to use said system;

CONTRACTOR and HIRED, hereinafter referred to individually as “Party” and together as “Parties”, decide to celebrate the present CONTRACT of Concession of LICENSE FOR USE of Software and Specialized Service Provision (“Contract” or “Instrument”), which will be governed by the clauses and conditions established below.

FIRST CLAUSE — DEFINITIONS

1.1. “COMMERCIAL PROPOSAL” It is the most recent version of the document of the same name, with identification number (s) [TO BE DETERMINED], which establishes specific conditions for the provision of IMPLEMENTATION SERVICES and supply of USER LICENSES, already negotiated between the parties.

1.2. “COMPLEMENTARY COMMERCIAL PROPOSAL” They are documents that formalize the hiring of new PROFESSIONAL SERVICES, the Amendment of conditions of USER LICENSES, and that have an additive effect on COMMERCIAL PROPOSAL And to CONTRACT, becoming an integral part of it.

1.3. “USER” Are you the individual with an access credential (exclusive to that person) to POOMES CRM SYSTEM for the enjoyment of its features.

1.4. “LICENSE TO USE” It is the temporary right of a USER To access the POOMES CRM SYSTEM via the internet.

1.5. “CONFIGURATION SERVICES” It is all types of work carried out by specialists from HIRED to perform configurations of POOMES CRM SYSTEM, which may include: (a) training of USERS; (b) data migration from spreadsheets to the POOMES CRM SYSTEM; (c) parameterization of POOMES CRM SYSTEM within the possibilities offered by the system.

1.6. “CONSULTING SERVICES” It is a set of hours contracted by CONTRACTOR to hold meetings with specialists from HIRED for them to evaluate the solutions, share tips, provide guidance, assist with configurations, validate configurations, and clarify doubts.

1.7. “DEVELOPMENT SERVICES” It is the development, by specialists of HIRED, of integrations, software, or tools to enable the connection between POOMES CRM SYSTEM and other systems or tools used by CONTRACTOR.

1.8.  “MAINTENANCE SERVICES” It is technical support and all kinds of work carried out by specialists from HIRED with the objective of maintaining DEVELOPMENT SERVICES possibly working contractors.

1.9. “IMPLEMENTATION” It is the set of actions used for the initial insertion of POOMES CRM SYSTEM in the operations of CONTRACTOR for the achievement of the desired situation specified in COMMERCIAL PROPOSAL.

1.10. “IMPLEMENTATION SERVICES” It is all types of work carried out by specialists from HIRED related to IMPLEMENTATION, being able to contemplate any SEPARATE SERVICES.

1.11. “PROJECTS” It refers to CONFIGURATION SERVICES, DEVELOPMENT SERVICES and IMPLEMENTATION SERVICES.

1.12. “SEPARATE SERVICES” It refers to CONFIGURATION SERVICES, CONSULTING SERVICES, DEVELOPMENT SERVICES and MAINTENANCE SERVICES.

1.13. “PROFESSIONAL SERVICES” It refers to PROJECTS, CONSULTING SERVICES AND MAINTENANCE SERVICES.

1.14. “POLOMES SUPPORT” — technical support for questions regarding the functionalities and the use of POOMES CRM SYSTEM, except DEVELOPMENTS.

1.15. “CADASTRE” refers to any entity stored in the database of POOMES CRM SYSTEM.

1.16. “RAW” It is the set of actions that can be performed in REGISTRATIONS Within the POOMES CRM SYSTEM. This set consists of the following actions:

a. Viewing the properties of a given CADASTRE;

b. Creation of a new CADASTRE;

c. Changing the properties of a given CADASTRE;

d. Exclusion of a particular CADASTRE.

1.17. “CUD” refers to the same definition of CRUD, excluding the possibility of viewing the properties of a given CADASTRE.

1.18. “CONTRACT AMOUNT” It is any amount paid by CONTRACTOR To HIRED because of the contract.

1.19. ”REPEATED PENDING RETURN” refers to when CONTRACTOR, repeatedly - at least 20 (twenty) calendar days - does not comply with an objective request or answers a question asked by HIRED for the execution of PROJECT.

SECOND CLAUSE — OBJECT

2.1. The present CONTRACT Its purpose is the assignment, on the part of HIRED, of the Right of Use (USER LICENSES) of POOMES CRM SYSTEM, as well as regulating the provision of PROFESSIONAL SERVICES.

2.2. The Parties agree that the COMMERCIAL PROPOSAL Accepted by CONTRACTOR fully reflects the services that will be contracted and consequently provided.

2.3. Case a CONTRACTOR request that the HIRED perform additional services that are not expressly specified in COMMERCIAL PROPOSAL, to HIRED will prepare and present COMMERCIAL PROPOSAL COMPLEMENTARY, which must be approved by CONTRACTOR and have your full amount or first installment paid by CONTRACTOR for the start of the provision of the new services.

THIRD CLAUSE - TERMS OF THE USER LICENSE

3.1. A LICENSE FOR USE For use is granted for the use of POOMES CRM SYSTEM in the state in which it is and with the functionalities it has. A CONTRACTOR You declare that you know the software and are aware that any change or development of new functionality on demand to meet your needs is not covered by the payment of the user license.

3.2. As PARTS understand and agree that the concession of LICENSE FOR USE It is independent, distinct and not to be confused with PROFESSIONAL SERVICES, that is, whether or not to hire PROFESSIONAL SERVICES Don't deprive CONTRACTOR of any rights related to LICENSE FOR USE.

3.3. A HIRED It will give way to CONTRACTOR, subject to and subject to payment of the amounts agreed upon in COMMERCIAL PROPOSAL, the Right of Use (USER LICENSES) of POOMES CRM SYSTEM, on a non-exclusive basis, without the presentation/disclosure of the source code or internal structure of the product.

3.4. The Parties agree that it is expressly prohibited to CONTRACTOR the use of POOMES CRM SYSTEM without the respective license, as well as the reproduction, distribution, alteration, modification, assignment, publication and licensing, free or onerous, in any capacity to anyone in violation of the provisions of the present CONTRACT is provided for in current Brazilian legislation, especially those related to copyright. It is still forbidden to CONTRACTOR if you use reverse engineering or use any means to reverse and/or access any components of the software POOMES CRM SYSTEM.

3.5. The hiring of USER LICENSES In addition to the quantity provided for in this Instrument, it can be carried out at any time upon direct request in the system, and the monthly amount of each LICENSE FOR USE Extra will be as provided for in COMMERCIAL PROPOSAL. In addition to this increase, it will also be calculated for each LICENSE FOR USE extra HIRED, the amount of the pro rata for the remaining period in effect at the time of hiring. The pro rata will be charged at the end of the current period, and its amount will be added to the amount charged for the next period.

3.6. Case a CONTRACTOR Do you want to hire new modules from POOMES CRM SYSTEM, in addition to those already included in COMMERCIAL PROPOSAL, you must request HIRED and follow as provided for in clause 19.2.

3.7. A CONTRACTOR You declare that you are aware and agree that POOMES CRM SYSTEM it is accessed via the internet and is kept hosted on a server contracted and maintained by HIRED or another one expressly authorized by her.

FOURTH CLAUSE - CONDITIONS OF PROFESSIONAL SERVICES

4.1. Considering that the provision of the services below presupposes access to POOMES CRM SYSTEM Pela CONTRACTOR, the hiring of these requires the prior or simultaneous hiring of USER LICENSES.

4.2. If there is a need to use additional hours at any PROFESSIONAL SERVICE (in addition to those previously contracted), the parties must negotiate the new values and services and formalize what was agreed in accordance with Clause 19.2.

4.3. GENERAL CONDITIONS OF THE PROJECTS

a. A HIRED Will submit to CONTRACTOR the approvals relating to all stages of PROJECTS, which will be the sole responsibility of the latter, so that the continuity of the project will take place subject to and conditionally the approval of each of the stages by CONTRACTOR.

b. Any kind of delay by CONTRACTOR The approval of the steps and the submission of information or documents will result in a proportional increase in the delivery time of PROJECTS, not being the responsibility of HIRED, in these cases, any delay in the final delivery of PROJECT.

c. Once one or more steps of the PROJECTS Pela CONTRACTOR, any change to the approved items may incur clause 4.7. of this instrument.

d. In the event of a change in the scope of PROJECTS formalized in COMMERCIAL PROPOSAL or in COMMERCIAL PROPOSALS COMPLEMENTARY, must be negotiated between the parties and formalized in accordance with clause 19.2: (a) the new services to be provided by HIRED; (b) the new price and the new payment method; and also; (c) the new deadlines and obligations of the parties.

e. Os PROJECTS They do not include the construction of new features in POOMES CRM SYSTEM.

f. Os PROJECTS will be carried out based on the description contained in COMMERCIAL PROPOSAL or COMPLEMENTARY COMMERCIAL PROPOSALS Related, and taking into account the technical capabilities and formatting of POOMES CRM SYSTEM and its functionalities. Additional requests, that are not contained in COMMERCIAL PROPOSAL, must be sent by CONTRACTOR for analysis of HIRED and, if there are no limitations of POOMES CRM SYSTEM to fulfill the request, HIRED Will send COMPLEMENTARY COMMERCIAL PROPOSAL for analysis of CONTRACTOR.

g. Case a CONTRACTOR Request the interruption or pause of PROJECTS, a subsequent resumption of the project will imply the need for a reassessment of its scope by HIRED, requiring a new negotiation between the parties.

H. Case the present CONTRACT be resolved, for any reason, the account of CONTRACTOR will be deleted in full as soon as the legal basis for storage ends or 3 (three) months after the resolution, whichever occurs first, which covers both the data and the account settings of CONTRACTOR. Thus, in the event of CONTRACTOR Decide to sign a new CONTRACT, a new one will be needed IMPLEMENTATION of POOMES CRM SYSTEM, and it is not possible to use the account data and settings of CONTRACT previous, already solved.

I. Pause. Um PROJECT may be paused, which will occur in two cases: (i) Due to the need for CONTRACTOR, in which case the latter may request HIRED, for a single time, the pause of PROJECT; and (ii) By HIRED, upon notification to CONTRACTOR, depending on REPEATED PENDING RETURN.

Single Paragraph: The breaks will observe the following terms and conditions: (i) For the resumption of PROJECT it will be necessary to send an e-mail, for this exclusive purpose, to customersuccess@ploomes.com; (ii) In the form of paragraph “g” above, upon resumption of PROJECT, the service will be reevaluated as a whole by HIRED (scope, price, deadline, etc.); (iii) In any event of a pause in the PROJECT, the contracted payments related to the PROJECT And at LICENSE FOR USE; and (iv) In case of Pause of the PROJECT For a period longer than 60 (sixty) calendar days, the installment of IMPLEMENTATION SERVICE Avendade and the HIRED will generate additional charges for CONTRACTOR if there are any hours spent and not paid. However, in the hypothesis in CONTRACTOR have paid more than the number of hours actually spent by HIRED In the execution of PROJECT, the excess amount will be retained by HIRED, which will guarantee this cash credit for hiring PROFESSIONAL SERVICES. This credit is non-transferable and valid for use for a period of 60 (sixty) calendar days, counting from the 61st day of the project break.

J. Cancellation of the PROJECT: If the cancellation of PROJECT be requested by CONTRACTOR, the latter must pay the number of hours actually spent by HIRED In the execution of PROJECT up to the time of the request. In this way, HIRED will generate additional charges for CONTRACTOR if there are any hours spent and not paid. However, in the hypothesis in CONTRACTOR have paid more than the number of hours actually spent by HIRED In the execution of PROJECT, the excess amount will be retained by HIRED, which will guarantee this cash credit for hiring PROFESSIONAL SERVICES. This credit is non-transferable and valid for use for a period of 60 (sixty) calendar days, counting from the cancellation request.

k. Cancellation of the Ploomes account due to default on the part of the CONTRACTOR or at the request of the CONTRACTOR. Case a CONTRACTOR request the cancellation of your account on POOMES CRM SYSTEM or lose access to it due to default, PROJECT will be canceled, due to the technical hours consumed. In this way, the HIRED will generate additional charges for CONTRACTOR If there is any time spent by HIRED In the execution of PROJECT and not paid off. However, in the hypothesis in CONTRACTOR have paid more than the number of hours actually spent by HIRED In the execution of PROJECT, the excess amount will be retained by HIRED, which will guarantee this cash credit for hiring by CONTRACTOR from PROFESSIONAL SERVICES. This credit is non-transferable and valid for use for a period of 60 (sixty) calendar days, counting from the cancellation or suspension, and it is also certain that for the use of the credit it will be necessary to reactivate the account at POOMES CRM SYSTEM.

l. A HIRED, during the execution of PROJECTS, will be sent by e-mail to CONTRACTOR documents so that it recognizes the evolution of PROJECT (terms of Immersion, Execution, Approval, and Closing of PROJECT), the Pause of PROJECT and the Cancellation of PROJECT.

Single Paragraph: A CONTRACTOR you will have 10 (ten) calendar days from the receipt of the above-mentioned terms to contest the content of the documents. If any dispute is made by CONTRACTOR, to HIRED will make adjustments and resend the document for further review within the same period. In the hypothesis of CONTRACTOR Do not contest the documents within 10 (ten) calendar days from receipt, they will be considered signed by CONTRACTOR, for all legal purposes, even though the CONTRACTOR refuse to sign it.

4.4. CONDITIONS SPECIFIC TO IMPLEMENTATION SERVICES

a. If the end date of IMPLEMENTATION SERVICES Are you more than 3 months late in addition to GENERAL SCHEDULE Defined in COMMERCIAL PROPOSAL Because of the sole fault of HIRED, until the completion of these, you can CONTRACTOR request the temporary interruption of payments of USER LICENSES, except in the case where the CONTRACTOR reaches, at least once, during a period equal to or less than 7 (seven) days, the use of 30% (thirty percent) or more of the USER LICENSES For your USERS to access the POOMES CRM SYSTEM before the end date of IMPLEMENTATION SERVICES.

4.5. SPECIFIC CONDITIONS OF SEPARATE SERVICES

a. Case a CONTRACTOR Do you want to hire SEPARATE SERVICES, in addition to those already included in COMMERCIAL PROPOSAL, you must request HIRED and follow as provided for in clause 19.2.

4.6. SPECIFIC CONDITIONS OF DEVELOPMENT SERVICES

a. Notwithstanding the provisions of this contract regarding DEVELOPMENT SERVICES, considering that HIRED There is no influence over changes in systems other than POOMES CRM SYSTEM, she is not responsible for any connectivity problems between the POOMES CRM SYSTEM and these other systems in cases where they change, even though the HIRED Have developed API or tool for systems to integrate.

4.7. SPECIFIC CONDITIONS OF MAINTENANCE SERVICES

a. Os SERVICES OF MAINTENANCE they do not include the development of new features, improvements, or readaptions in the scenarios of changes in CONTRACTOR. All of these cases will be considered separately negotiated additional services.

4.8. SPECIFIC CONDITIONS OF CONSULTING SERVICES

a. The CONSULTING SERVICES can be hired only for the following purposes:

i. Remote meetings with experts from HIRED for suggestions and validation of settings in the POOMES CRM SYSTEM carried out by CONTRACTOR;

ii. Remote training to empower users of CONTRACTOR in POOMES CRM SYSTEM;

iii. Video recording and assembly of training materials to empower users of CONTRACTOR in POOMES CRM SYSTEM.

First Paragraph: A HIRED will not be responsible for any specific deliverable resulting from the provision of CONSULTING SERVICES.

4.9. Os PROFESSIONAL SERVICES Do they have a deadline for using the contracted hours defined in COMMERCIAL PROPOSAL Or NAS COMPLEMENTARY COMMERCIAL PROPOSALS. After this period has elapsed, the service will be considered provided, and any payments not made by CONTRACTOR To CONTRADA, and no refund of amounts is due by HIRED To CONTRACTOR.

4.10. The services listed above are independent and will have the respective amounts and payment triggers as provided in COMMERCIAL PROPOSAL or COMPLEMENTARY COMMERCIAL PROPOSALS.

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FIFTH CLAUSE — POLOMES SUPPORT

5.1. The Parties agree that technical support to USERS of CONTRACTOR is limited to clarifying questions related to the operational use of POOMES CRM SYSTEM On the part of USERS. It is assumed that the USER has the necessary knowledge to use the basic functions of the computer. The opening hours take place between 9:00 and 18:00 from Monday to Friday, except national holidays, via the chat available within the interface of USER of POOMES CRM SYSTEM.

CLAUSE 6 — PRICE

6.1. USAGE LICENSES: the CONTRACTOR You must make the payment to HIRED According to the price and frequency defined in COMMERCIAL PROPOSAL, whose conditions are summarized in ANNEX I Of the present contract. The price defined in COMMERCIAL PROPOSAL It corresponds to the hiring of a minimum quantity of USER LICENSES and a list of modules, both also defined in COMMERCIAL PROPOSAL.

6.2. PROFESSIONAL SERVICES: the CONTRACTOR You must make the payment to HIRED compliant COMMERCIAL PROPOSAL. The services will be paid according to the due dates and at the amounts specified in COMMERCIAL PROPOSAL.

6.3. POLOMES SUPPORT: no additional amount will be charged for the provision of support services exclusively related to the use POOMES CRM SYSTEM.

6.4. O ANNEX I This contract contains a summary of the terms and conditions of all obligations to pay contained in COMMERCIAL PROPOSAL, which assume the CONTRACTOR.

6.5. All payments by USER LICENSES they have a reference period. With the signing of this contract, the payment for the first period - specified by ANNEX I — will automatically be due to CONTRACTOR, regardless of the actual use or the termination of the contract prior to the end of the period. Regarding the next periods, in the same sense, every time a new period begins, the payment of USER LICENSES Regarding this it will be due to CONTRACTOR. The termination of this contract does not result in CONTRACTOR the right to refund amounts of USER LICENSES.

Single Paragraph: Invoices are issued together with the bills, and the Parties agree that the CONTRACTOR you will have a period of 3 (three) business days from the receipt of the Invoice to request cancellation and/or possible adjustments. After this deadline has elapsed without any request for cancellation and/or adjustments, CONTRACTOR undertakes to make full payment of the amount indicated on the respective Invoice, under penalty of automatic execution of the amount due.

6.6. To close the CONTRACT and avoid new charges, your own CONTRACTOR you must cancel the service using the “Cancel” button within the “Administration” section of the software. Cancellation requests through any other channel, such as e-mail, telephone, Whatsapp, or other channels are not valid.

6.7. Payments must be made via bank slip, credit card or bank deposit.

6.8. In the event of non-payment of any amount provided for in the present CONTRACT, the Parties agree that the HIRED reserves the right to temporarily interrupt all supply of licenses and services agreed upon here, until payment is normalized or proof of default status of CONTRACTOR. To this end, the HIRED You must notify CONTRACTOR regarding the irregular situation, in writing via e-mail or by registered letter, at least 7 (seven) days before the interruption of services, with CONTRACTOR this deadline for regularization. The non-settlement of payments after 7 (seven) days of notification, the HIRED will interrupt the provision of services and access to POOMES CRM SYSTEM, while the installments due during the interruption period are still due and are still subject to termination of the gift CONTRACT.

6.9. Every 12 (twelve) months starting from the signing of this Instrument, the monthly fees of USER LICENSES and of the services will be adjusted by the IPCA or by the last wage adjustment index imposed by the union of the professional category of which the HIRED belongs (SINDPD-SP), whichever is larger.

6.10. For visits by representatives of HIRED It will be necessary to request CONTRACTOR and the sending of COMPLEMENTARY COMMERCIAL PROPOSAL Pela HIRED, containing the amount of the technical time of the displaced person responsible and the approximate costs related to transportation, food, and accommodation, for prior approval by CONTRACTOR.

6.11. In the event of a default of any installment byCONTRACTOR, a fine of 2% (two percent) will be due on the amount of the installment and interest on arrears of 0.033% (zero point zero thirty-three percent) per day, until the bond is actually defaulted.

SEVENTH CLAUSE — CONTENT

7.1. A CONTRACTOR You are responsible for the information entered in POOMES CRM SYSTEM, through the registration, permissions, passwords and mode of use of its employees, representatives, suppliers and service providers. A HIRED you will not be responsible for any content inserted in the software by CONTRACTOR.

7.2. If any of the rules established here or any legal norm in force are violated, HIRED reserves the right to suspend, withdraw, or delete access to the software and suspend the right to CONTRACTOR to purchase a new license for the use of POOMES CRM SYSTEM.

CLAUSE EIGHTH — RESTRICTIONS

8.1. The Parties agree that it is expressly prohibited to:

i. The use of POOMES CRM SYSTEM outside the conditions set out in the present CONTRACT;

ii. Translate, reverse engineer, decompile, copy images, code, or any part of the software for use outside of the software;

iii. Rent, lease, assign, or transfer the licensed product;

iv. Remove or alter any copyright, trademark, or other proprietary rights notice placed on POOMES CRM SYSTEM or in part of it. A CONTRACTOR you will not be able to access the source code under any circumstances.

NINTH CLAUSE — UPDATES

9.1. A HIRED you can implement modifications, updates, and new functions in the software at any time without the need for approval by CONTRACTOR. The updates are installed automatically by HIRED. All updates and modifications affecting daily use of the software must be notified to CONTRACTOR at least 7 (seven) days in advance so that CONTRACTOR You can take timely notice and analyze whether such updates will harm your use in such a way that you will have to rescind the said CONTRACT.

TENTH CLAUSE — INFORMATION SECURITY

10.1. A HIRED undertakes not to disclose and not to release access to third parties without express authorization from CONTRACTOR, as well as to use security protocols during the exchange of information between the server under the care HIRED and the computers used by CONTRACTOR, in order to keep this data confidential.

10.2. A HIRED undertakes to keep the data that CONTRACTOR insert in POOMES CRM SYSTEM on a protected server, and keeping a daily copy of the database up to date and in a secure environment.

10.3. A HIRED Are you committed to accessing the profile of CONTRACTOR in POOMES CRM SYSTEM only when authorized by CONTRACTOR and for the sole purpose of fulfilling the object of CONTRACT, responding to calls opened by CONTRACTOR, ensuring the quality and proper functioning of the system.

First Paragraph: Once released by CONTRACTOR access to a user of HIRED to your profile, this user will be able to grant access to more users of HIRED to assist you in carrying out the activities that motivated the release of access.

Second Paragraph: The list of USERS Who accessed the account of CONTRACTOR is available within the POOMES CRM SYSTEM, in the “administration” section, on the button intended for this purpose, in the “history” tab. A CONTRACTOR you can manage and even revoke the access of users of HIRED to your account, if you so choose. The lack of access to USERS of HIRED On account of CONTRACTOR It may prevent the implementation of improvements, provision of services, and response to calls opened by CONTRACTOR, with no burden placed on HIRED in those cases.

ELEVENTH CLAUSE — LIMITS

11.1. A space will be available on the server for file storage totaling 5 (five) GB gigabytes multiplied by the amount of USER LICENSES hired.

11.2. A HIRED you will not be responsible for blocks made by the email provider of CONTRACTOR, whether resulting from overuse or preventive safety locks.

11.3. The use of the automations of POOMES CRM SYSTEM, functionality contained in the “Workflow” module, is limited to [TO BE DETERMINED] automated shots per day.

11.4. The calls on API (Application Programming Interface) of POOMES CRM SYSTEM are limited to:

a. [TO BE DETERMINED] calls per month and

b. 120 calls per minute.

Single Paragraph: In the event that the limit per minute is exceeded, excess automations will be automatically prevented, avoiding overloading the server of HIRED.

11.5. Os REGISTRATIONS are limited to:

a. 200,000 (two hundred thousand) customers,

b. 200,000 (two hundred thousand) businesses,

c. 200,000 (two hundred thousand) sales,

d. 200,000 (two hundred thousand) proposals,

e. 200,000 (two hundred thousand) documents and

f. 150 (one hundred and fifty) products or options per proposal, per sale and per document, if each product or option has 4 (four) fields or less. For each new field, the limit is reduced by 8 (eight) products or options per proposal, per sale, and per document. This limit is guaranteed for computers with 8GB of RAM. System performance when creating and editing proposals, sales, and documents may decrease as the limit gets closer.

11.6. Referring to paragraph F of clause 11.5 above, fields will be considered all those places for filling in and storing information, whether filled in by USER or filled in by any type of automation or formula. Examples of what is considered a field are: Quantity, Unit Value, Total, ICMS Amount, and ICMS Percentage.

11.7. In the event of CONTRACTOR require changes to the limits set out in clause 11.5, with the exception of item F, expansions may be negotiated between the parties, and extra amounts are charged to CONTRACTOR limited to the cost increases of HIRED related to such changes.

TWELFTH CLAUSE - LIMITATIONS OF THE MOBILE APP VERSION

12.1. A CONTRACTOR you declare yourself aware of the following limitations of the mobile application version of the PLOOMES CRM SYSTEM:

a. It is not possible to carry out CRUD of existing branches within the customer profile.

b. It is not possible to carry out CUD from Funis.

c. It is not possible to earn Cards if the Funnel option “Generate sale by winning a deal” is enabled.

d. The generation of proposals, sales, and documents is in beta. A CONTRACTOR, therefore, recognizes that there is a possibility of unexpected or unwanted behavior occurring in these features, exempting HIRED of guilt in these eventualities.

e. It is not possible to include, in any documents, the options of the products that have them.

f. It is not possible to carry out CRUD of Products and related entities.

g. It is not possible to view or perform CRUD of the reporting module.

H. It is not possible to view or perform CRUD of any functionality or entity in the Administration module.

i. O CRUD, in tasks, it is possible only for your own tasks USER operator.

J. It is not possible to carry out CUD of Filters and Tabs;

k. It is not possible to carry out CRUD of messages from the home screen.

l. It is not possible to carry out CRUD of the library module.

m. It is not possible to carry out CUD of the emails module.

n. It is not possible to carry out CUD of goals.

Or. It is not possible to carry out CRUD of the telephony module integrated with Zenvia.

THIRTEENTH CLAUSE — INTELLECTUAL PROPERTY AND COPYRIGHT

13.1. They apply to the present CONTRACT the provisions of Laws No. 9,609/98 and 9,610/98 and other legal acts that deal with the protection of intellectual property and the protection of copyrights.

13.2. Intellectual property, ownership, and all copyrights relating to POOMES CRM SYSTEM (including but not limited to any images, photographs, animations, videos, audios, music, text, source code, components, and files incorporated into the accompanying software or documentation, and any copies of the software) are not part of the subject matter of this CONTRACT and are the exclusive property of HIRED. The acquisition of USER LICENSES of POOMES CRM SYSTEM Don't give it to CONTRACTOR any right over the service marks or products related to POOMES CRM SYSTEM Or to the company HIRED.

13.3. A CONTRACTOR You declare that you are aware and agree that the suggestions for improvement and the customizations requested by you at any time can be included in the product without this generating any copyright commitment, authorizing HIRED to market the product without the need for any notification and/or compensation to CONTRACTOR at any time.

FOURTEENTH CLAUSE — LIABILITIES

14.1. A CONTRACTOR you are solely and exclusively responsible for the information entered in POOMES CRM SYSTEM, as well as by the adoption of the necessary measures to ensure proper functioning and access to the system including, but not limited to, the operating system, antivirus program, internet, and others, including HIRED exempt from any and all liability for failures, loss of data and/or information, unsatisfactory performance, and other technical problems caused by the non-use of adequate tools for proper functioning/access to POOMES CRM SYSTEM or because of the misuse of the system.

14.2. The Parties agree that the option to hire and use the POOMES CRM SYSTEM In the way it is and how it will be after the completion of IMPLEMENTATION referred to in the fourth clause of this Instrument is of CONTRACTOR, which fully and exclusively assumes the costs and responsibility for any damage caused by the use, the information contained or compiled by POOMES CRM SYSTEM and for the interaction (or lack of experience in interacting) with any other hardware or software, whether or not provided by HIRED. Under no circumstances does a HIRED, your employees, representatives, suppliers, and partners will be held responsible for any damages (including, without limitation, damages for lost profits, business interruption, loss or leak of information, loss of intangible assets, interruption of work, rupture, damage or failure in hardware or software, repair costs, loss of working time, or other pecuniary losses) resulting from the use or malpractice in the use of POOMES CRM SYSTEM, or incompatibility of POOMES CRM SYSTEM with any hardware, software, or type of use, even if CONTRACTOR has been advised or warned in advance.

14.3. By this instrument and in the activity carried out by reason of it, no subordination or link shall be established between the Parties, each Party being entirely free to establish its internal procedures and working methods.

14.4. Each Party must bear all taxes of which it is considered a taxpayer, as defined in the current tax legislation, due as a direct or indirect result of this CONTRACT.

14.5. The present CONTRACT, by reason of its object and nature, does not create any relationship between the Parties that is not stipulated between the Parties, and does not constitute any employment, social security or insurance relationship.

14.6. A HIRED will be considered, for all intents and purposes, as the only employer/ CONTRACTOR of all those who engage in the provision of services, who are fully and exclusively responsible for remuneration, management and coordination, in addition to complying with all applicable legislation.

14.7. A HIRED It is solely responsible for its regularity and that of its personnel before professional class entities.

14.8. A HIRED It will keep the CONTRACTOR except for any labor, tax or social security claim resulting from non-compliance with labor law, non-collection and/or non-payment of the charges due by HIRED or regarding the subsidiary and several liability of CONTRACTOR in relation to labor, tax, and/or social security obligations of HIRED.

14.9. Regarding the “developer field”, one of the functionalities contained in POOMES CRM SYSTEM, he:

a. Allows you to add HTML, CSS, and Javascript code as a value, delivering to USER the power to create programming codes within Ploomes;

b. It allows codes to be developed that make requests to API of POOMES CRM SYSTEM or from third parties;

c. It has a default value setting (code inserted as a field value if the user is on a creation form and the field does not yet have a value);

d. It allows changing the value of this field via automation and mass editing. Of course, to change the default value or do mass editing via automations, it is necessary that USER have an “administrator” profile;

Single paragraph: A CONTRACTOR you are aware that a user of your account, through the “developer field”, may include malicious code in your account. If this occurs, CONTRACTOR Exempt a HIRED of any liability for the damages that this may cause to herself and to third parties.

FIFTEENTH CLAUSE — CONFIDENTIALITY

15.1. The Parties agree that any information that the Parties have access to as a result of this CONTRACT are of confidential, confidential and strategic content (“Confidential Information”), and such Confidential Information may not be revealed or presented to third parties during the term of this CONTRACT and after its closure for any reason.

15.2. A HIRED and the members of your team may not, under any circumstances, before, during or after the termination of the services now contracted: (i) provide information to third parties regarding the activities and business of CONTRACTOR; or (ii) make any publication with mention of the name of CONTRACTOR, publish photographs or advertise involving the services, without the prior written authorization of CONTRACTOR.

15.3. They are considered to be members of the team of HIRED, for the purposes of this CONTRACT, its partners, agents, employees, agents, consultants and/or possible subcontractors.

15.4. Should the HIRED subject members of your team who have access to information to confidentiality and restricted use obligations no less severe than those provided for in this CONTRACT, remaining at HIRED responsible for such members.

15.5. The intentional non-compliance with the confidentiality obligation referred to in this Clause by HIRED or of a company eventually subcontracted by it will give rise to the liability of HIRED for material or moral losses and damages, possibly caused to CONTRACTOR. The sum of the damages due under this clause is limited to the amount of this contract.

15.6. All provisions of this section also bind the Parties by acts of their successors, employees, agents, suppliers, and/or subcontractors.

15.7. Confidential information means all technical and commercial information relating to the operation and business development of the Party that is transmitted to the other.

15.8. Rescinded or ending the gift CONTRACT, if requested, the Parties undertake to return, within 10 (ten) days from the date of termination, all documents submitted to them, including copies, or containing information received or obtained during the period of validity of this instrument, except those that, by their nature, must be kept exclusively and compulsorily as proof of obligations contracted or as a result of compliance with the relevant legislation.

15.9. The end of this CONTRACT does not exempt the Parties from the confidentiality obligations stipulated here in relation to Confidential Information disclosed prior to the effective date of its closure, these prevailing for up to 05 (five) years after its termination or resilience.

SIXTEENTH CLAUSE - PROCESSING OF PERSONAL DATA

16.1. Protection of Personal Data: if information relating to an identified or identifiable natural person (“Personal Data”) is entered, processed, or transmitted within the scope of CONTRACT, to CONTRACTOR you will be solely responsible for collecting the necessary authorizations from the holder of the Personal Data as well as for the legitimation of any processing, processing, or storage of Personal Data that are carried out by HIRED within the framework of CONTRACT.

a. A HIRED will monitor, by appropriate means, its own compliance and that of its employees and sub-operators with their respective Data protection obligations, if applicable.

b. A CONTRACTOR You may not invoke non-compliance with HIRED to exempt yourself from your own responsibilities regarding Personal Data.

16.2. Data Ownership and Responsibility: the CONTRACTOR you are and will continue to be the owner of your data and will be responsible for any third-party data, including Personal Data, that you share with HIRED, within the framework of this CONTRACT, in any capacity.

a. A HIRED undertakes to treat as confidential all Personal Data to which you may have access due to compliance with the provisions of this CONTRACT.

b. A HIRED will treat Personal Data with the same level of security as it treats your confidential data and information.

16.3. Storage: the Personal Data collected may be stored in a secure and controlled environment of HIRED, or a third party hired by her.

16.4. Legality of Personal Data: the HIRED you will not be obliged to process, process, or store any Personal Data of CONTRACTOR if there are reasons to believe that such processing, treatment, or storage may be attributed to HIRED violation of any applicable law.

16.5. Information Security: the HIRED will act upon reasonable effort in compliance with Information Security controls and applicable legislation.

16.6. Legislative appropriateness: if the applicable legislation requires modifications in the execution of CONTRACT, the Parties should, if possible, renegotiate the current conditions and, if there are any provisions that prevent the continuity of CONTRACT in accordance with the agreed provisions, this must be resolved without any penalty, determining the amounts due by the date of termination.

a. If any national or international legislation applies to Personal Data processed (including stored) within the scope of CONTRACT If it requires the adaptation of contractual processes and/or instruments by a specific form or means, the Parties now agree to enter into an additional written term in this regard.

16.7. Requests from Holders: the HIRED You must notify CONTRACTOR about complaints and requests from Personal Data Subjects that you may receive (for example, regarding the correction, deletion, supplementation and blocking of data).

16.8. Return of Personal Data: the HIRED undertakes to provide all Personal Data that you may have access to, so that CONTRACTOR extract the system, using the tools available on its interface, within 30 (thirty) days, in cases where (i) the CONTRACTOR request; (ii) or CONTRACT is rescinded; or (iii) with the expiry of the present CONTRACT. In addition, the HIRED you must not save, store, or retain Personal Data longer than the legal period or necessary for the execution of the present CONTRACT.

SEVENTEENTH CLAUSE — VALIDITY AND CASES OF TERMINATION

17.1. This Agreement will be effective for a period of [●] ([in full]) months, counting from the date of your signature.

First Paragraph. Early termination at the initiative of the CONTRACTOR, except in the event of a contractual breach by the CONTRACTOR not resolved within 5 (five) business days after receiving notification for this purpose, will not exempt the CONTRACTOR from full payment of the amounts due by the end of the contractual term, which will expire in advance and must be paid in a single installment within [X] days from the report/request for termination.

Second Paragraph. The CONTRACTOR may terminate this Agreement at any time, free of charge, upon written notice at least 30 (thirty) days in advance.

17.2. This instrument may be terminated in full right without prior notice in the following cases:

a. If either Party, without the prior and express authorization of the other, assigns, transfers or guarantees to third parties, in whole or in part, the rights and obligations derived from this instrument;

b. For non-compliance by any of the parties with the obligations, conditions described in the clauses of this instrument;

c. Decree of judicial reorganization, bankruptcy or dissolution of any of the parties.

17.3. A CONTRACTOR Are you aware that, in any case of contract termination, your account and all data attributed to POOMES CRM SYSTEM will no longer be available for access to POOMES CRM SYSTEM. Thus, in the event of a resolution, you must CONTRACTOR extract in advance all the data contained in POOMES CRM SYSTEM via native exporters of the tool, considering that in the case after resolution the CONTRACTOR If you need or want to re-purchase the software, you will be provided with a new standard account, without SETUP specific and without any data stored.

EIGHTEENTH CLAUSE — NOTIFICATIONS

18.1. Communications relating to the present CONTRACT, with the exception of the request by CONTRACTOR of the interruption of the services provided by HIRED (clause 17.1), are only considered valid and binding if they are sent, in writing, to the following addresses:

HIRED:

POOMES SISTEMAS EMPRESARIAIS S.A.

Address: Rua Ferreira de Araújo, 79, Pinheiros, São Paulo, SP. 05428-000

email: financeiro@ploomes.com

CONTRACTOR:

‍[TO BE DETERMINED]

NINETEENTH CLAUSE - FINAL CONDITIONS

19.1. Only in the event of losses caused by HIRED resulting from overtly intentional conduct or serious guilt, with the exception of fortuitous cases or force majeure, is HIRED responsible for loss of profits, damages of any kind, commercial, special, accidental, consequential, or other direct or indirect damages. The sum of the damages due under this contract is limited to the amount of the contract.

19.2. The provision in CONTRACT it may only be amended by means of an additional term, duly signed by each of the Parties, together with 2 (two) witnesses, which will become an integral part of CONTRACT or through the acceptance of COMPLEMENTARY COMMERCIAL PROPOSALS later signed by PARTS, which will have an additive effect on COMMERCIAL PROPOSAL And to CONTRACT, becoming an integral part of it.

19.3. The mere tolerance between the Parties does not constitute an alteration of the clauses of CONTRACT, unless formalized in writing, in the form of an addendum.

19.4. The Parties shall be independent contractors on all matters relating to CONTRACT. None of the provisions of this Instrument shall constitute or be capable of constituting a relationship of company, partnership, consortium, commercial representation, or any other form of association between the Parties or shall constitute or be capable of constituting one Party as agent of the other for all purposes, each being fully responsible for its acts and obligations.

19.5. Neither Party shall have the authority or power to, in any way and for any purpose, assume, bind, or create responsibilities, express or implicitly, for the other Party.

19.6. O CONTRACT is concluded on an irrevocable and irrevocable basis, binding the Parties and their successors in any capacity.

19.7. If any stipulation of the gift is void CONTRACT, the other contractual provisions will remain valid, thus not affecting the validity of the legal transaction now signed in its general terms.

19.8. O CONTRACT represents the full understanding of the Parties in relation to the matters discussed here, and all contrary and previously agreed provisions, even if resulting from usual practices or mere exchange of correspondence, are revoked as of the date of signature of this Instrument.

19.9. A HIRED You may use the name, trademark and logo of CONTRACTOR for the sole and exclusive purpose of publicizing the existing commercial relationship between the parties.

19.10. If there is a divergence between documents that may be attached and the clauses and conditions included in this CONTRACT, these will prevail over those, for all factual and legal purposes.

19.11. A HIRED Declare in this act that you are aware of the terms of Brazilian anti-corruption laws, as well as other laws applicable to the subject matter hereof CONTRACT, undertaking to abstain from engaging in any conduct that may constitute a violation of the provisions of these laws.

19.12. A CONTRACTOR Commit yourself, during the term of the present CONTRACT and for a period of 3 (three) years after its resolution:

i. not solicit, entice, incite, divert, withdraw, or attempt to solicit, incite, divert, or remove any customer, supplier, distributor, or business from HIRED, nor in any way interfere with the relationship between HIRED and their current or future customers and/or suppliers and/or distributors;

ii. not to solicit or encourage anyone to quit their job or to stop providing services for HIRED, whether such person is an employee or service provider or other executive;

iii. Do not entice any of the employees or executives of HIRED; and/or

iv. not to initiate negotiations, negotiations, or any other type of understanding, and not to enter into definitive commitments and/or agreements with a purpose equivalent to or similar to the business of HIRED.

Single Paragraph: Failure to comply with this clause will result in the payment of a fine equivalent to 50 (fifty) minimum wages, to be paid within 30 (thirty) calendar days after your request.

TWENTIETH CLAUSE - OF THE FORUM

20.1. The district court of São Paulo is elected to resolve any doubts arising from this instrument.

20.2. The Parties declare, under the penalties of the Act, that the signatories of this CONTRACT they are your attorneys/legal representatives, duly constituted in the form of the respective Statutes/Social Contracts, with powers to assume the obligations provided for in this CONTRACT.

20.3. The Parties and their witnesses recognize the form of contracting by electronic, digital and computer means as valid and fully effective, even if established with an electronic signature or certification outside the ICP-BRAZIL standards, as established by Art. 10 of Provisional Measure No. 2,200/2001.

And so, because they are fair and contracted, the parties sign this CONTRACT digitally, along with 2 (two) witnesses below.

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Filling in the values”[TO BE DETERMINED]“is done at the moment the request for the electronic signature of the contract is triggered.

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