End User License Agreement

Publication date: 09/14/2024

This End User License Agreement (“EULA” or the “Agreement”) applies between Wead Technology® (“Wead Technology®”, “Company”, “Us”) and you (the “Licenses”, “End User ”, “you”), while you accept all of these terms and conditions for licensing the Wead Technology® products described herein, which may include associated software components, media, printed materials and “online” or electronic documentation (collectively, the “Product of Software”).

1. Introduction

1.1 Acceptance

By using the Software product in any manner, you are bound by this Agreement as well as any terms incorporated by reference into this Agreement. If you are accepting this Agreement on behalf of a company, organization, government or other legal entity, you represent and warrant that (i) you are authorized to do so, (ii) the entity agrees to be legally bound by this Agreement, and (iii) neither you nor the entity are prohibited from using the Software product or accepting this Agreement under the laws of the applicable jurisdiction. This Agreement is enforceable against you and any entity that obtained the Software product and on whose behalf it was used. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SOFTWARE PRODUCT.

1.2. Scope

This Agreement governs your use of the Software product. Except as otherwise specified, this Agreement does not apply to Third Party Products, which are governed by their own terms and conditions.

1.3. Contracting entity

“Wead Technology®” means the Wead Technology® entity with which you are entering into this Agreement. If you have already entered into a contract with a Wead Technology® entity, then “Wead Technology®” means that entity. If you have not previously contracted with a Wead Technology® entity, then “Wead Technology®” means the entity identified below:

Company: Wead Technology Sistemas e Software Development Ltda
Registered office: Av Dr Roberto de Almeida Vinhas, 18753, Solemar - Praia Grande/SP, 11709-490, Brazil
Company ID: 46.268.981/0001-53

2. Definitions and interpretation

2.1. Capitalized terms have the meaning as defined below in this Agreement and here:

“Business partner”

Means a legal entity or individual that requires access to the Software product in connection with Licensee's internal business operations, such as Licensee's suppliers, distributors or customers.

“Confidential Information”

Means, with respect to Licensee: Licensee's marketing and business plans and/or financial information, and with respect to Wead Technology®: (A) the Software product and other Wead Technology® materials, including, without limitation, the following information about the Software product: (i) computer software codes, programming techniques and programming concepts, processing methods, system designs incorporated in the Software product; (ii) benchmark results, manuals, program listings, data structures, flowcharts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts, designs, flowcharts, documentation, product specifications, application program interface specifications, techniques and processes related to the Software product; and (B) product offerings, product prices, product availability, technical designs, algorithms, processes, ideas, techniques, formulas, data, schemes, trade secrets, know-how, improvements, marketing plans, forecasts and strategies. In addition, Wead Technology® or Licensee's Confidential Information (the party disclosing such information being the “Disclosing Party”) includes information that the Disclosing Party protects from unrestricted disclosure to third parties that (i) the Disclosing Party or its representatives identify as confidential at the time of disclosure; or (ii) must be reasonably understood to be confidential given the nature of the information and the circumstances surrounding its disclosure; including, without limitation, information from, about or relating to any third party that is disclosed under this Agreement.

“Designated User(s)”

Means the identified number of users, including employees, internal or external collaborators and other business partners of the End User/Licensee who are agreed to in the EULA Order Form or otherwise approved by the parties as appropriate for Use of the Software product.

“Effective date”

Means the effective date set forth in this Agreement or the EULA Order Form as the “Effective Date.” If Licensee has not completed a License Order Form, EULA with Wead Technology® or the Effective Date is not defined in this Agreement, the Effective Date shall mean the date on which the Software product is made available by Wead Technology® to Licensee in accordance with the necessary steps as described on the Wead Technology® website.

“EULA”

Means this “End User License Agreement” executed between Wead Technology® and Licensee for the purchase of the license to use the Software product, as well as any terms incorporated by reference in this Agreement.

“EULA Request Form”

Means the “Request Form EULA” which is executed between Wead Technology® and Licensee and is incorporated by reference into this Agreement, and governed by the terms of this contract.

“Intellectual Property Rights”

Means patents of any kind, design rights, utility models or other similar invention rights, copyrights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and records for any of the above, in any country, whether arising by statutory or common law or by contract and perfected or unperfected, whether now existing or filed, issued or acquired later.

“Key Code”

Means a password-protected member account generated by Wead Technology® that grants Licensee access to the Software product.

"Licensed"

Means the end user who is identified in this Agreement as the “End User” to whom this Agreement, as well as any terms incorporated by reference in this Agreement, apply.

“Party” or “Parties”

Stands for Licensed and/or Wead Technology®.

“Software product”

means:

(i) Visuais Wead Technology® for Power BI;
(ii) AHP BI Wead Technology®;
(iii) API AHP BI Wead Technology®;
(iv) Ahp Decision Maker Wead Technology®; and
(v) other software products offered by Wead Technology® and agreed to by the parties in the EULA Order Form;

Depending on which Software product Licensee has acquired under this Agreement and EULA Order Form, as well as corresponding online electronic documentation, associated media and printed materials, including source code (where applicable), example programs and documentation , licensed to Licensee under this Agreement. The Software product does not include Third Party products.

"Signature"

Means the subscription-based model of purchasing a Software product with automatic renewal at the end of each subscription period as set forth in this Agreement or the EULA Order Form.

“Third party product”

Means any third party information, website, product, service or material referenced on, accessible through or provided in connection with the Site or Software product.

"To use"

Smeans, directly or indirectly, enabling the Software product's processing capabilities, installing, running, accessing, employing the Software product, or displaying information resulting from such capabilities.

"Use Tracking"

Means Wead Technology®'s ability to track, monitor, collect and analyze Licensee's Use of the Software product (including any and all Software products provided by Wead Technology®) as set forth in this Agreement.

"Site"

Means the Wead Technology® website located at www.wead.tech, www.wead.technology and www.wead.com.br (including all associated Internet country codes), together with all Wead Technology® websites and webpages accessible there.

2.2.

The use of the singular in capitalized terms also includes the plural and vice versa. The use of any gender in capitalized terms also includes others. The headings, paragraphs and highlights in this Agreement are intended for convenience only and do not affect the actual interpretation of this Agreement and have no legal or contractual effect.

3. Grant of License

The software product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All Wead Technology® Intellectual Property Rights are and will remain the exclusive property of Wead Technology® respectively. The software product is licensed, not sold. Wead Technology® is willing to grant Licensee the right to use the software product in accordance with this Agreement and/or EULA Order Form.

3.1. License

Subject to Licensee's compliance with this Agreement and/or EULA Order Form, Wead Technology® grants Licensee a non-exclusive, non-transferable, subscription-based license to Use the Software product on specified websites to perform internal intelligence operations of Licensee's business unless terminated in accordance with this Agreement. Wead Technology® grants Licensee the right to install and use copies of the Software product by Named users on its computer and in the cloud service running a valid licensed copy of the Microsoft Power BI application and/or Power BI service and/or Microsoft Office for which the Software product is designed (e.g., "Power BI Desktop", "Power BI Desktop Optimized for Report Server", "Power BI Service", "Power BI Mobile App for Android or iPhone", "Microsoft Excel ", "Microsoft PowerPoint", etc.). As well as the consumption of APIs hosted on Wead Technology® servers, through proper authentication using the Licensee's Access Key Code.

3.2. License usage

Wead Technology® may generate and make available to Licensee a Key Code that will enable Licensee's Designated users to access and Use the Software product. The license to Use the Software product is incorporated into the Key Code and the Software product itself and is valid for Named users (i.e. Licensee's number of Named users as agreed in the EULA Order Form or as selected by Licensee) . Licensee agrees that the Use of the Software product will be made available only to Designated users and installed on devices directly owned by Licensee. Licensee must comply with all applicable laws and regulations in relation to the Use of the Software product, including national and international export laws that apply to the Software product. Use of the Software product may be permitted to Licensee's Business Partners only through screen access, solely in conjunction with Licensee's Use, and may not be used to perform any of the Business Partner's business operations.

Licensee is permitted to back up data in accordance with good information technology practices and for this purpose create the necessary backup copies of the Software product. Backup copies on transportable disks or other media devices must be determined to be backup copies and contain the same copyright notice and authorship as the original media devices, unless technically infeasible.

3.3. Incorporation

It is technically possible to add automation and incorporate the functionality of the Software product into other products or services. Adding or embedding Software product functionality complies with this Agreement if: (i) the added automation or embedding does not exceed the agreed upon Named Users; (ii) the added automation or incorporation is conducted in accordance with the Software product Use restrictions under this Agreement or EULA Order Form.

3.4. Experimental use

Wead Technology® may permit End Users to Use the Software product only in object code form, for a designated trial period, and solely for the purpose of allowing End Users to evaluate the Software product. By requesting a trial use, completing the trial use form, clicking the "I Agree" button or otherwise accessing or Using the Software product, End Users are bound by this Agreement as well as any terms incorporated by reference in this Agreement and confirm that they have read and understood this Agreement. Trial use will begin on the date the Software product is made available by Wead Technology® to End Users and will automatically terminate upon the end of the designated trial period. Upon termination or termination of trial use, the license granted to the Software product will immediately terminate and End User will irrevocably destroy the Software product.

3.5. Support

Licensee may request and Wead Technology® may provide support services relating to the Software product (“support services”). All support services will be considered part of the Software product and are subject to this Agreement and the EULA Order Form. Support services are charged in accordance with Wead Technology®'s price list and agreed to in the EULA Order Form.

3.6. Usage restrictions

Except as permitted and not excluded by applicable law, this Agreement or EULA Order Form, Licensee will not, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, code- underlying object or structure, ideas or algorithms of/or included in the Software product, documentation or data related to the Software product; (ii) modify, translate or create derivative works based on the Software product; (iii) copy (except for archival purposes or in accordance with this Agreement), distribute, lease, pledge, assign, sublicense or otherwise transfer or encumber rights in the Software product; (iv) distribute or publish Key Codes; (v) Use the Software product for time-sharing or service bureau purposes or otherwise for the benefit of third parties; (vi) or remove any proprietary notices or labels; (vii) make any Use or perform any acts with respect to the Software product that are not expressly permitted under this Agreement or EULA Order Form.

3.7. Use Audit

Wead Technology® will be permitted to audit the Use of the Software product by Licensee in its sole discretion, which may include on-site and/or remote audits. Licensee shall reasonably cooperate in the conduct of such audits. In the event an audit reveals that Licensee has underpaid Wead Technology® license fees and/or support services, Licensee shall pay such underpaid fees based on Wead Technology's price list and terms and conditions ® in force at the time of the audit. In the event that an audit reveals that Licensee has Excessively Used the Software product (i.e., exceeded the agreed quantity of Designated Users on the EULA Order Form or as selected by Licensee), Licensee must pay for such excess Use of the Software Product. Software based on the Wead Technology® price list and terms and conditions in effect at the time of the audit, and you must execute an additional EULA Order Form to affect the required licensing of any excess Use of the Software product. Wead Technology® may delegate or request an internal/external collaborator or other business partner to perform such audit.

3.8. Use Tracking

Licensee acknowledges that Wead Technology® may collect information about Licensee's Use of the Office Software product, including Personal Information, and may use such Personal Information: (i) to modify, improve or enhance the Office Software product or Licensee's ability to access and Use the Office Software product; (ii) to provide Licensee with improved support services, including understanding the Use of the Office Software product; (iii) to maintain and promote contact with Licensee, including relationship management and marketing; (iv) to ensure compliance with applicable legislation; (v) for the purposes of the legitimate interests pursued by Wead Technology® in accordance with applicable law, except where such interests are overridden by the interests of Licensee's fundamental rights and freedoms; or (vi) for a secondary purpose when closely related, such as storing, deleting or anonymizing personal information and statistical, historical or scientific research. Usage Tracking is subject to compliance obligations. Confidentiality under this Agreement and Wead Technology® does not track, monitor, collect or analyze any Licensee Confidential Information used or entered for viewing in the Office Software product. Usage Tracking is enabled by default and Licensee may contact the Wead Technology® support team to cancel Usage Tracking, while Licensee may not cancel Usage Tracking for the purpose of modifying, improving or enhancing the Office Software product or Licensee's ability to access and Use the Office Software product.

4. Payment terms

4.1. Fees and payment

Wead Technology® will invoice and Licensee will pay in advance the annual fees for Use of the Software product for the duration of the Subscription as set forth in the EULA Order Form or in accordance with the subscription rate that Licensee has selected. Annual fees will include the price of Use of the Software product to Named users (i.e., Licensee's number of Named users as agreed to in the EULA Order Form or as selected by Licensee). Unless otherwise specified in the EULA Order Form, Licensee will pay annual fees in advance upon receipt of invoice or payment by credit card, if enabled by Wead Technology®. Payment by credit card will be subject to conditions separately agreed between Wead Technology® and the payment provider.

Wead Technology® will not modify the annual fees charged to Licensee during each year of Subscription (i.e., during a one-year period) unless otherwise specified in the EULA Order Form. After the end of each Subscription year (i.e., at the beginning of each renewal term), Wead Technology® may increase the annual fees by an amount not to exceed 5% of the fees Licensee has selected or as set forth in the Subscription Form. EULA Order unless otherwise specified in the EULA Order Form. Licensee acknowledges that annual fees are subject to change in accordance with this Agreement and agrees to pay the applicable annual fees in advance unless this Agreement and/or the EULA Order Form are terminated.

4.2. Taxes

All withholdings, value added tax (“VAT”), sales taxes and other taxes or other assessments required by applicable law, if any, resulting from payments made to Wead Technology® under this Agreement shall be the sole responsibility of Licensee , and Licensee will be responsible for paying any VAT, sales, use, excise and other taxes related to its receipt of the Software Product under this Agreement. A failure by Wead Technology® to invoice Licensee for any applicable taxes does not relieve Licensee of the responsibility to pay such taxes, and Licensee must pay to the applicable taxing authority any taxes that may be due as a result of its purchase.

4.3. Currency Conversion

In the event a currency conversion occurs, Licensee agrees that it will be completed at the transaction exchange rate set for the relevant exchange rate. The transaction exchange rate is adjusted regularly and includes a currency conversion spread applied and retained by payment providers on the base exchange rate to form the rate applicable to Licensee's conversion.

5. Terms

5.1. Term

This Agreement, together with the rights and obligations arising from it, will come into force from the Data effective and will continue in effect thereafter unless this Agreement or the EULA Order Form is terminated. The software product will be made available for use by Licensee for the duration of the Subscription as set forth in the EULA Order Form or as selected by Licensee. This Contract will automatically terminate upon termination of the EULA Order Form. This Agreement may also be terminated, without prejudice to the rights described herein, in accordance with the following: (i) the Licensed may terminate this Agreement for any reason, but only after payment of all fees due and owing to Wead Technology® on at least 30 days' written notice; (ii) Wead Technology® may immediately terminate this Agreement, together with termination of the EULA Order Form, in the event of Licensee's material breach of any provisions of this Agreement, including Licensee's failure to pay any fees due and owing to Wead Technology®, bankruptcy, insolvency or other assignment of Licensee for the benefit of creditors. For the avoidance of doubt, termination of this Agreement will apply strictly to all Software products under this Agreement and/or EULA Order Form, its appendices and other binding documents. Terminations Parties to this Agreement by Licensee will not be permitted in connection with any part of this Agreement and/or the EULA Order Form, its appendices and other binding documents. Termination of this Agreement results in automatic termination of the EULA Order Form.

5.2. Effect of termination

Upon termination of this Agreement by either party for any reason or expiration of Licensee's Subscription: (i) Wead Technology® will cease to make Use of the Software product available and Licensee will cease to Use all Software products; (ii) Licensee will irrevocably destroy or, upon Wead Technology®'s request, deliver to Wead Technology® all copies of documentation and Confidential Information in all forms, except to the extent Licensee is legally required to retain them for a period longer, in which case such return or destruction will occur at the end of such period; (iii) upon request, Licensee shall be entitled to a refund for any months in which the Software product was not used but paid in advance, unless in the event of a material breach by Licensee of any provisions of this Agreement, including the failure of Licensee to pay any fees due and owing to Wead Technology®, Licensee's bankruptcy, insolvency or other assignment for the benefit of creditors; and (iv) any fees owed to Wead Technology® will become immediately due and payable in full (i.e., termination will not waive the Licensed its obligation to pay fees that remain unpaid). All sections of this Agreement that expressly provide for survival, or by their nature should survive, will survive termination of this Agreement, including, without limitation, confidentiality, indemnity, warranty disclaimers and limitations of liability.

6. Intellectual Property Rights

6.1. Wead Technology® Intellectual Property Rights

All rights not expressly granted by Wead Technology® to Licensee in this Agreement are hereby reserved by Wead Technology®. There are no implied rights, except to the extent that the rights cannot be excluded by applicable law. Licensee may not use, imitate or copy, in whole or in part, any trademark, service mark, logo or other mark of Wead Technology® without, in each instance, the prior written consent of Wead Technology®, in its sole discretion. from Wead Technology®.

As between the parties, the Software product, including, without limitation, any and all application programming interfaces, software, documentation, images, video, content, logos, page headers, custom graphics, design elements and user interface, scripts and other materials contained therein or provided in connection therewith, and all modifications, enhancements and updates, as well as all Intellectual Property Rights associated with any such materials, are the property of Wead Technology®. Licensee has no right or license in or to the Wead Technology® Intellectual Property Rights, except the right to Use the Software product in accordance with this Agreement during the Subscription.

6.2. Licensee's Intellectual Property Rights

Wead Technology® claims no Intellectual Property Rights and Licensee retains all rights in and relating to Licensee's data. Wead Technology® may use the trademarks provided by Licensee solely for the purpose of providing and supporting the Software product. Licensee represents and warrants that, for all such data provided, Licensee owns or otherwise controls all rights necessary to do so and to comply with its obligations under this Agreement. To the extent permitted by applicable law, Wead Technology® takes no responsibility and assumes no liability for any data provided by Licensee or any third party.

7. Compensation

Licensee will defend, indemnify and hold harmless Wead Technology® and its suppliers or affiliates, and the respective directors, officers, employees and agents of each, from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to your violation/noncompliance with this Agreement, EULA Order Form or use by Licensee or any third party (authorized, permitted or enabled by Licensee) of the Software product , except to the extent the foregoing results directly from Wead Technology®'s own gross negligence or willful misconduct. Wead Technology® reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Licensee.

8. Warranty

Wead Technology® represents and warrants that the properly licensed Software product will perform substantially as described by Wead Technology®. Wead Technology® also represents and warrants that it has the power and authority to grant the rights and licenses granted to Licensee under this Agreement.

8.1. Disclaimer

The Software product is licensed to Licensee on an "as is", "as available" and "with all faults" basis. Wead Technology®, on behalf of its licensors, suppliers and affiliates, disclaims all other warranties, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement with respect to the Software product, to the extent permitted by applicable law. Wead Technology® does not warrant that the Software product will meet Licensee's requirements or that it will operate without defects or errors.

Wead Technology® makes no warranties, guarantees or conditions about (i) the ability of the Software product to function without limitation, restriction or interruption in any particular environment, (ii) the accuracy, completeness or content of the Software product, (iii) ) the accuracy, completeness or content of any linked sites and/or (iv) third party products, and Wead Technology® assumes no responsibility or liability with respect thereto, to the extent permitted by applicable law.

9. Responsibility

Wead Technology® will be responsible for intentional conduct, gross negligence, as well as in situations where Wead Technology® is responsible under mandatory and/or statutory legislation. In cases of slight negligence that do not represent a breach of material contractual obligations, the fulfillment of which facilitates the execution of this Agreement, Wead Technology® will not be responsible.

9.1. Limitations of Liability

Wead Technology® will not be liable under this Agreement (i) if the Software product is not used in accordance with this Agreement and/or EULA Order Form; (ii) if the liability is caused by the Licensee; (iii) if the Software product is used in conjunction with any Third Party products for which Licensee does not have sufficient rights from the Third Party for such use; or (iv) for any activities of Licensee not permitted under this Agreement or EULA Order Form.

9.2. Aggregate Liability

In no event will Wead Technology® be responsible for the aggregate or excess value of the total fees/payments received by Wead Technology® from Licensee for Software product licenses during the 12 month period immediately preceding the event resulting in such responsibility. Wead Technology® will not be liable in any way for special, incidental, consequential or indirect damages, loss of goodwill or profits, work stoppage, loss of data, computer failure or malfunction, attorney's fees, court costs, interest or exemplary or punitive damages.

10. Confidentiality

10.1. Use of confidential information

Confidential Information shall not be used or reproduced in any way except as necessary to carry out the intent of this Agreement. Any reproduction of any Confidential Information of the Disclosing Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends appearing on the original. With respect to the Confidential Information of the Disclosing Party, the party receiving the Confidential Information (“Receiving Party”) shall: (i) keep the Confidential Information strictly confidential and not disclose such information to any person within or outside its organization, except as permitted under this Agreement; (ii) prevent disclosure of Confidential Information to third parties using at least the same degree of care as would normally be employed in their own businesses of a similar character, whilst parties shall limit internal disclosure of Confidential Information within their own organization to individuals on a "need to know" basis, provided there is a clear understanding by such individuals of their obligation to maintain the confidential status of such information and restrict its use only to the purpose specified herein, (iii) not use the Confidential Information for any purpose other than the purpose of Using the Software product, without the prior written consent of the Disclosing Party; (iv) keep all documents in printed or electronic format prepared or obtained in connection with the Software product secure and separate from other documents, and not make them available to any person, except employees, who are bound by an obligation of confidentiality equivalent; (v) make only copies of the Confidential Information strictly necessary for the purpose of Using the Software product; (vi) maintain no copies of and, at the Disclosing Party's request, destroy or surrender all documents and data obtained or prepared in connection with this Agreement or EULA Order Form; (vii) notify the disclosing Party immediately if the Confidential Information has been disclosed to or is in the possession of a third party. The confidentiality obligation will continue to be in force for a period of 5 (five) years after the last disclosure and, with respect to trade secrets, as long as such trade secrets are protected by applicable law.

10.2. Exceptions

The obligation of confidentiality will not apply and the Receiving Party will have no obligation of confidentiality with respect to information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) are already known to the Receiving Party at the time of disclosure; (iii) is received by the Receiving Party from a Third Party without similar restriction on non-disclosure and without breach of this Agreement; (iv) have been or will be developed independently by the Receiving Party; (v) are required by law or the requirement of a regulatory body or stock exchange, where disclosure will not occur until, where reasonably practicable, the Receiving Party has notified the Disclosing Party of any possible disclosure and the Disclosing Party has had the opportunity to review such disclosure and attempt to prevent or limit such disclosure.

11. Attribution

Licensee may not assign its rights or obligations under this Agreement or EULA Order Form without Wead Technology®'s prior written consent, which Wead Technology® may withhold in its sole discretion. Any attempted assignment without the prior written consent of Wead Technology® will be considered null and void. In the event that Wead Technology® consents to a assignment, there will be a license transfer fee imposed by Wead Technology® in the amount set forth in the EULA Order Form. Wead Technology® may assign its rights and/or obligations under this Agreement or EULA Order Form at any time. Subject to the foregoing, this Agreement will link and will inure to the benefit of the parties, their respective successors and permitted assigns.

12. Changes

Wead Technology® reserves the right, at its discretion, to change, modify, add or remove portions of this Agreement (collectively, “Changes”) at any time. Wead Technology® will notify you about the Changes by sending an email to the address identified in your Wead Technology® account and posting a revised version of the Agreement incorporating the Changes on your Site. Your continued use of the Software product following notice of Changes (or posting of this Agreement incorporating Changes in the event that your email address is no longer valid, is blocked, or cannot receive notice) will mean that you accept and agree to to the Changes. Such Changes will apply prospectively from the date the Changes are posted on the Site.

13. Miscellaneous

13.1. Divisibility

If any provision of this Agreement is found to be illegal, invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The illegal, invalid or unenforceable provision will be superseded by a valid and enforceable provision that most closely matches the intent of the invalid or unenforceable provision. This will also apply in the case of contractual gaps.

13.2. Entire Agreement

This Agreement, together with any applicable EULA Order Form, constitutes the entire agreement between Wead Technology® and Licensee and supersedes all prior or contemporaneous discussions, representations and proposals, written or oral, with respect to the matters discussed herein.

13.3. No waiver

If either Party waives any breach of any provision of this Agreement, it shall not be deemed to have waived any preceding or subsequent breach of the same or any other provision of this Agreement.

13.4. Notices

All notices must be in writing and will be deemed duly given when delivered to the address identified in your Wead Technology® account or addresses set forth in the EULA Order Form. In addition to any notice of termination or notice of material breach, which must occur by exchange of written letters, the requirement for a written form (“in writing”) is satisfied by exchange of letters or other written form, including email or other electronic means used by both parties.

13.5. Applicable law and jurisdiction

This Agreement and any claims arising from or related to this Agreement and its subject matter will be governed by and construed under the laws of the Federative Republic of Brazil, without reference to its conflicts of law principles. In the event of any conflicts between foreign laws, rules and regulations and Brazilian laws, rules and regulations, Brazilian laws, rules and regulations will prevail and govern, and the parties hereby submit to the exclusive jurisdiction of the Brazilian Courts. The United Nations Convention on Contracts for the International Sale of Goods does not will apply to this Agreement and is expressly excluded.

13.5.1 Jurisdiction

To resolve any disputes arising from this contract, the parties elect the jurisdiction of the District of Praia Grande in the State of São Paulo, Brazil.

13.6. Force Majeure

Except for the payment obligations contained herein and as agreed in the EULA Order Form, neither Party will be liable to the other for any delay or failure to perform its obligations hereunder in the event and to the extent that such delay or failure to perform is caused for conditions beyond the reasonable control of the performing party that prevent either Party from performing its obligations under this Agreement and which such Party cannot avoid or circumvent (“Force Majeure Event”).

13.7. Privacy

Licensee acknowledges and agrees that for the purposes of this Agreement, Wead Technology® may collect, use, transfer and disclose personal data belonging to Named Users, as well as any other employees and directors of Licensee relevant to carrying out the intent of this Agreement. Such personal data may be collected from the Licensee or directly from the relevant individuals. The Parties acknowledge that with respect to such personal data processed herein, Wead Technology® will be considered the Data Controller under applicable General Data Protection Legislation. Wead Technology® will process any personal data in accordance with its privacy policies and practices, which will comply with all applicable requirements of General Data Protection Legislation.

END OF EULA