EdÛcare Brazil Addendum

This Brazil Addendum (the “Addendum”) applies to Customer’s access to and use of Services that are subject to an Order Form executed by EdÛcare Serviços Promocionais Sociedade Ltda. All terms not otherwise defined in this Addendum will have the meanings ascribed to them in the Master Services Agreement or other agreement in place to govern the use of the Services between EdÛcare and Customer (the “Agreement”). This Addendum supplements and is governed by the Agreement as modified below. In the event of any conflict or inconsistency between this Addendum and the Agreement, this Addendum will prevail.

1. The following is added as Section 3.c. to the Agreement:

Customer shall not, nor shall it permit its Users to upload, distribute, or otherwise publish in the platform any content, information, or other material that : (i) violates or infringes the copyrights, patents, trademarks, trade secrets, image and voice rights or other proprietary rights of any person; (ii) is libelous, threatening, defamatory, obscene, indecent, pornographic, offensive or could give rise to any civil or criminal liability under local or international law; (iii) violates third party’s privacy, reputation and honor; (iv) violates any applicable law or regulation; (v) is fraudulent, false, misleading or deceptive, including “trolling”; (vi) promotes discrimination, racism, hatred, harassment or harm against any individual or group; (vii) is violent, bullying, or threatening or promotes violence, terrorism, or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; (ix) harms or attempts to harm minors in any way; (x) includes any bugs, logic bombs, viruses, worms, trap doors, Trojan horses or other code, material or properties which are malicious or technologically harmful; (xi) involves anti-democratic conducts and acts, under the terms of the criminal types provided for in Articles 296, sole paragraph; and 359-L, 359-M, 359-N, 359-P, and 359-R of the Brazilian Criminal Code; (xii) involves terrorism or preparatory crimes for terrorism; (xiii) involves crimes of inducement, instigation or assistance to suicide or self-harm; (xiv) is incitement to discrimination on the basis of race, color, ethnicity, religion, national origin, sexuality or gender identity, homophobic and transphobic conduct; (xv) involves crimes against women due to the condition of the female sex, including hate speech and misogynistic content; (xvi) involves sexual crimes against vulnerable people, child pornography, serious crimes against children and adolescents; and (xvii) involves human trafficking.

Customer shall ensure that any individual who does not have full capacity to execute agreements are duly assisted or represented by their legal guardians to use the Services (e.g., individuals under 18 years old in Brazil).

2. The second sentence in Section 5 is deleted and replaced with the following:

Unless stated otherwise in an Order Form, all fees are payable in Brazilian reais.

3. Section 6 is deleted and replaced with the following:

Fees are quoted exclusive of all federal, state, municipal and foreign taxes, levies, duties or similar governmental assessments of any nature, including, without limitation, value-added tax (VAT), sales tax, service tax, ISS, PIS/COFINS, CIDE, import-related taxes, or withholding taxes. Customer shall be responsible for and shall bear all such taxes arising from this Agreement, except for taxes based on EdÛcare’s net income, gross receipts, business or occupation, or employment-related taxes. If withholding of taxes is required under applicable law, Customer shall (i) withhold and remit the required amount to the appropriate tax authority, (ii) provide EdÛcare with official receipts or certificates evidencing such remittance, and (iii) remit to EdÛcare the balance of the Fees net of such withholding. For avoidance of doubt, all amounts payable hereunder shall be deemed net of any applicable withholding, and EdÛcare shall not be required to gross-up any payment.

4. Section 10(iii) is deleted and replaced with the following:

…(iii) EDÛCARE’S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF ACTIONS, CLAIMS AND DAMAGES IN CONNECTION WITH ANY TRIAL IS LIMITED TO SIX HUNDRED BRAZILIAN REAIS (R$600.00)…

5. Section 14 is deleted and replaced with the following:

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement and shall not directly or indirectly request, accept or otherwise agree to accept any valuable that may be regarded as an attempt to impair its unbiased judgment or to unduly influence a business decision from any individual who: (a) exercises a government position, office or position, on a permanent or provisional basis, in any body, department, agency or division of the Public Administration, whether national or foreign; (b) exercises an elected position in the Public Administration, whether national or foreign; (c) is any manager, employee or agent in a company held or hired by the Public Administration, whether national or foreign; (d) is any official in a political party or candidate for public office, or else is any person that is treated as a government official under applicable laws. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

6. Section 18 is deleted and replaced with the following:

This Agreement and any disputes arising under it will be governed by the laws of Brazil without regard to its conflict of laws provisions, and each party consents to the personal jurisdiction and venue of the state or federal courts located in the city of São Paulo. In the event of any dispute between the parties regarding the terms of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

7. The following is added as Section 24 to the Agreement:

Intellectual Property Rights and Customer and/or User Generated Content.

a. EdÛcare and/or its Affiliates are the owner or lawful licensee of all the rights and interests in the platform and the Courses, such as text, software, scripts, graphics, photos, sounds, music, videos, and interactive features (collectively, "Content"). The platform embodies trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the platform shall remain with EdÛcare, its Affiliates or licensors, as the case may be. EdÛcare’s trademarks belong to EdÛcare and/or its Affiliates. Nor Customer or Users have any right, title, or interest in or to any of the trademarks. EdÛcare’s trademarks may not be used in connection with any product or service that is not EdÛcare’s in any manner that is likely to cause confusion among customers, or in any manner that discourages or discredits EdÛcare.

b. Any information, content or material posted on EdÛcare’s platform (any of such information, content or material, are collectively referred to as "Generated Content") or providing any Generated Content to EdÛcare and/or its Affiliates and to the extent permitted under applicable laws, Customer shall, and shall ensure Users, warrant such Generated Content does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party, and grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to EdÛcare and/or its Affiliates to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, edit, translate, create derivative works using the Generated Content, remove any part of it, and otherwise use any or all of the Generated Content in any form, media, or technology now known or not currently known in any manner, on the platform and/or third party sites and for any purpose which may be beneficial, whether directly or indirectly, to EdÛcare, the operation of the platform, the Courses or the provision of any Services. All such Generated Content shall be deemed EdÛcare’s Confidential Information.