GENERAL TERMS AND CONDITIONS OF USE OF THE FRENDZ PLATFORM

Effective as of January 1, 2026

Under these General Terms and Conditions of Use, the Frendz Platform provides access to various features of its software that enable Users to transact with one another, most notably enabling Buyers and Content Creators to carry out transactions involving Infoproducts directly between themselves, such that, when access to Infoproducts is acquired through the Frendz Platform, Frendz is not and does not become a party to, intervening party in, or guarantor of any relationship between Users, does not act as an agent or distributor of Infoproducts, and may charge fees for the license to use non-customizable software, calculated on the Transaction amount in accordance with the defined Fees, and/or for making available and mediating between users by virtue of financial and/or storage features, as defined in the Fees, Payment Management and Cancellations section of these Terms of Use. Any new tools or features added to the current Services shall also be subject to these General Terms and Conditions of Use of the Frendz Platform (hereinafter, the “Terms” or “Terms of Use”). You may consult the current version of the Terms of Use at any time at: https://frendz.com.br/termos-de-uso

You must read, agree to and accept all of the terms and conditions contained in or expressly referred to in these Terms of Use, including the Content Policy, the Frendz Privacy Policy and, if you are a Content Creator, the Frendz Software License Agreement, as well as the Data Protection Policy, where applicable, before creating a Frendz account or using the Frendz Platform.

Upon acceptance of these Terms and the Related Documents, Frendz will automatically grant a non-exclusive, non-customizable software license, all of which is made available in the cloud by Frendz. The software is licensed on an “as is” basis and may be modified, replaced or removed by Frendz at any time, without prior notice. It is the software that performs all the acts and functionalities of our platform, and Frendz is committed to keeping it up to date at all times, although occasional interruptions may occur.

This agreement, with respect to making the Frendz Platform available for use and to the performance of Transactions with Buyers residing in Brazil, is entered into by and between Frendz Educação e Tecnologia LTDA, CNPJ n. 58.945.853/0001-86, with its registered office at Rua Caldas Novas, 50, Conj. 50, Cond. Beta Trade, Bethaville I, Barueri – SP, 06404-301, hereinafter referred to as “Frendz”; and the User, whether an individual or a legal entity, identified in the registration form completed electronically on the Frendz dashboard.

The execution of these Terms of Use and the Related Documents is evidenced by the User’s electronic consent and by the confirmation of reading at the time of contracting.

The User represents that it has read these Terms of Use and the Related Documents in their entirety and agrees to all of their clauses, and further represents that it has completed the registration form with its information.

Summaries in informal language and/or guidance provided through electronic means (such as e-mail and WhatsApp) regarding these Terms and the Related Documents may be provided solely for convenience and are not legally binding. Always read the Terms of Use, including any document referred to herein, to obtain complete information on your rights and obligations. By using Frendz or any Frendz feature, you agree to these Terms. Check periodically for updates.

1 — DEFINITIONS

1.1. The following terms, words, expressions and abbreviations written with initial capital letters and not defined elsewhere in this Agreement, whether used in the singular or in the plural, shall have the meanings ascribed to them in this clause, unless expressly indicated otherwise:

Affiliate: a User who registers on the Platform and whose use activities for the promotion of virtual space and associated services will be directed toward transactions involving Infoproducts, through the use of the technological features contained in the Frendz Platform; promoting Infoproducts and Materials made available by a given Content Creator on websites, blogs, pages and communities on social networks, etc., and receiving fees or consideration for the assignment of virtual space if any transaction is concluded as a result of its promotional activities, according to that Affiliate’s identifying record within the Frendz Platform, without prejudice to any Affiliate Program to be carried out for that purpose.

Buyer: any paying person, whether an individual or a legal entity, who acquires Infoproducts on the Frendz Platform offered by a Content Creator.

Content Creator: the holder and/or co-holder of intellectual property rights in Infoproducts, both of whom are jointly and severally liable under these Terms, who use technological tools to enable the sale of Infoproducts and/or the management and sale of reservations for in-person events.

Infoproduct: any content, in the most varied digital formats produced (in the form of video, audio, text, software, equivalent services, book, course, events, etc.), that is made available for sale, also encompassing services ancillary to and/or independent of the content created.

Material: any content perceptible to the senses in various digital formats (video, audio, text, software, service and events), made available by the Content Creator for sale through the use of the technological tools contained in the Frendz Platform.

Payment Methods: Payment Instruments, Payment Slips (Boleto de Pagamento) or other payment instruments or forms of payment that may be accepted for the performance of Transactions.

Frendz Platform or Platform: the platform owned by Frendz for bringing together Buyers of Infoproducts and Content Creators, providing various features (financial, management, advertising and audiovisual, among others), and making available all the conditions for Content Creators to offer their Infoproducts and/or services to consumers of Infoproducts.

Intellectual Property: any and all rights of Frendz relating to patents, utility models, industrial designs, copyrights, trademarks, trade dress, rights in new creations, industrial secrets, software, integrated circuits, domain names and all other rights relating to copyrights, industrial property and exclusive rights in intangibles of any kind, in any jurisdiction (including any application for registration thereof), also encompassing inventions, externalized ideas, externalized concepts, discoveries, developments, research, technology, intellectual works, industrial secrets, software and/or its source code and object code, firmware, content, audiovisual material, tools, processes, techniques, know-how or technical knowledge, data, plans, devices, apparatus, specifications, drawings, prototypes, circuits, layouts, new inventions, algorithms, programs, codes, documentation or any other tangible or intangible material or information, whether or not protected as a patent, copyright, trademark or in any other manner, in particular, but not limited to, the intangibles protected under Law No. 9,279/1996 (Industrial Property Law), Law No. 9,609 (Computer Program Intellectual Property Law (Lei de Propriedade Intelectual do Programa de Computador)) and Law No. 9,610/1998 (Copyright Law).

Loss: any and all losses, obligations, claims, liabilities, demands, encumbrances, damages, fines, penalties, losses, burdens, disbursements, costs or expenses, including direct damages, indirect damages, actual damages (danos emergentes), moral damages (danos morais) and/or loss of profits (lucros cessantes), attorneys’ fees and fees of other specialists (including court-appointed experts and technical assistants), loser-pays fees (verbas de sucumbência), as well as court costs or any interest, whether already incurred or future, incurred by Frendz and/or third parties, arising, directly or indirectly, from the subject matter of these Terms of Use, as well as from the breach of obligations assumed by the Content Creator toward third parties or in the course of its activity, regardless of the period in which it occurs (before or after the termination of the engagement), including, without limitation, those arising from fines, penalties, complaints, and administrative, extrajudicial and judicial proceedings brought by third parties and/or caused by an act originating from the Content Creator, regardless of fault or willful misconduct.

Receivables: present or future credit rights relating to payment obligations of payment institutions, such as the Contracted Party, to the Client, whether or not constituted within the scope of a payment arrangement.

Fees: the price for making available the features of the Frendz Platform, taking the form of royalties for a license to use, price or commission, depending on the features used by the User, as set out on the page linked in the “Fees, Payment Management and Cancellations” section.

Transaction: an operation in which the Content Creator accepts the Payment Method for payment for the Infoproduct.

User: any person, whether an individual or a legal entity, who registers on the Frendz Platform, regardless of whether or not such person has registered as a Content Creator, Affiliate or Buyer.

Gross Amount: the total amount of the transactions carried out by the Content Creator before deduction of the Fee and any other deductions owed to the Contracted Party or third parties within the scope of or as a result of these Terms of Use.

2 — RULES FOR ACCESS TO THE PLATFORM

2.1. Requirements for User Registration.

Individuals who wish to register as Users must be at least 18 years of age or be emancipated; that is, in accordance with the Brazilian legal system, they must have full capacity to exercise civil rights and obligations. Accordingly, anyone who accepts the general terms and conditions of use of this Platform represents that he or she has full legal capacity. Furthermore, in the case of a legal entity, its representative represents that he or she is duly authorized to bind it to the Platform, having obtained all corporate authorizations therefor, under personal liability, with indemnification for losses and damages to be determined judicially, and, if a Content Creator, undertakes to grant Frendz the permissions and licenses necessary for the proper use, sale and making available of its Infoproducts.

2.2. Requirements for Buyer Registration.

The minimum age required for registration of Buyers on the platform is 15 years. Registration and acceptance of the Terms of Use by an adolescent between 15 and 18 years of age implies that the consent of the parents or guardians has been granted, such that acts subsequently performed in such accounts are also presumed to have been consented to by them. In view of this, Frendz may cancel the accounts of non-emancipated minors under 18 years of age at the request of their parents or guardians; however, products acquired while the registration was in effect are not subject to refund or to indemnification of any kind.

2.3. Possibility of Cancellation or Refusal of Registration.

Frendz reserves the right to cancel, suspend or refuse the registration of any User in the event of a final and unappealable conviction (transitada em julgado) for heinous crimes or crimes deemed equivalent to heinous crimes, for participation in a criminal association or organization, for any involvement in drug or human trafficking, or for cybercrimes or any other crimes committed in the virtual environment; for a poor reputation that tarnishes the honor of Frendz before the general public, including potential Buyers, Content Creators, employees/collaborators and/or Affiliates; for violation of the Platform’s Terms of Use; as well as for lack of commercial interest, pursuant to clause 10.1.20 of these Terms.

2.4. Cancellation, Suspension or Termination of Registration.

In the event of cancellation, suspension or termination of a User’s registration on the platform, the User is prohibited from registering a new account or using a third party’s account, unless authorized by Frendz, at its sole discretion.

2.5. User Information and Registration.

The User undertakes to properly complete the data requested for registration on the platform, providing the requested information with the strictest truthfulness and good faith. The information provided must be sufficient to allow identification of the account holder. Otherwise, if false or incomplete information is found, the registration may be suspended or canceled. For all purposes, Frendz, by virtue of the acceptance of the Terms of Use, may refuse any registration lacking credible data, and may request, at any time, additional data or data to confirm the information provided.

2.6. Authenticity of Data and User Responsibility.

By agreeing to the Terms of Use, the User acknowledges that it is solely responsible for the information provided upon registration, and is also responsible for any consequences arising from incorrect, false or inaccurate information. Therefore, due care is advised at the time of registration, as well as verification of the information provided.

2.7. Responsibility for Access Credentials and Account Activities.

The User is solely responsible for its access credentials and for all activities carried out in the account. Consequently, Frendz cannot be held liable for damages of any nature arising from the use of the account by the User or by third parties who may come to use it. The User is responsible for keeping its account login and password confidential. As such data are personal and non-transferable, the User may not share them with third parties. In addition, no representative or agent of Frendz is authorized to request the password or login of any User. In the event of theft or loss of any data essential for accessing and using the account, the User must notify Frendz so that the appropriate security measures may be taken, as the case may be.

2.8. Bank Details of Content Creators and Affiliates.

In order to receive the amounts of transactions carried out through the Frendz Platform, Content Creators and Affiliates must designate a checking account held in their own name and domiciled at the same domicile as their registration. The account provided must be held by the respective User, and registration of a third party’s account is prohibited. Amounts received may not be transferred to third-party accounts or to an account with a domicile different from the one stated in the registration. It should be noted that the Affiliate must register as a Content Creator.

2.9. Processing of Bank Details and Other Information.

The processing of bank details and other information provided is governed by the Frendz DPA and Privacy Policy.

3 — THE FRENDZ PLATFORM

3.1. Proprietary Platform.

Frendz acts as a marketplace for educational/audiovisual content with technology solutions for Content Creators interested in promoting Materials and Infoproducts on its Platform. To that end, Frendz charges a percentage and/or fixed remuneration directly from the Content Creator for the license of the Frendz Software, as well as a percentage and/or remuneration from the Content Creator and/or the Buyer for the intermediation of the payment solutions made available by Frendz, which solutions enable the immediate acquisition of Infoproducts.

3.2. No Liability for Results.

The Materials and Infoproducts made available on the Platform are supplied exclusively by the Content Creators, with Frendz being the supplier of the software that allows the Infoproducts and Materials to be made available to Buyers. Accordingly, Frendz is not responsible for results, for fitness for the purposes sought by the Buyer, or for the accuracy of the information contained in the Infoproducts; such determination must be made by the Buyer at the time of acquisition and throughout the entire use of the Infoproduct, and Infoproducts must always comply with this Platform’s Content Policy.

3.3. No Interference with Offers.

Frendz provides Content Creators with financial features and hosting for their infoproducts. Thus, the platform has no control over the manner in which Content Creators make their offers or over the quality of the Infoproducts. Frendz does not endorse, guarantee or assume any responsibility with respect to the offers of the registered Infoproducts.

3.4. Temporary Unavailability of the Platform.

Due to the particularities of the cloud environment, Frendz cannot guarantee that the Platform will remain available and accessible without interruption, and the availability of the Platform or of certain areas or resources related to it may be restricted, if necessary, in view of capacity limits, the security or integrity of its servers, or in order to carry out maintenance or improvement of its services. Should such situations occur, Frendz’s liability shall be excluded, pursuant to Article 393 of the Civil Code.

4 — CONTENT OF THE INFOPRODUCTS MADE AVAILABLE

4.1. Prohibited Content and Content Policy.

By using the Frendz Platform, the User agrees and consents that the content of Infoproducts and Materials must strictly comply with the Content Policy, under penalty of the sanctions provided for in these Terms, without prejudice to any applicable legal measures.

4.2. Services Equivalent or Comparable to Infoproducts.

In the Content Policy, Frendz sets out the types of Services that may – or may not – be treated as equivalent to Infoproducts authorized to be made available on the Platform.

5 — RULES APPLICABLE TO THE CONTENT CREATOR

5.1. Knowledge of the Platform’s Features.

By adhering to these Terms of Use, the Content Creator represents and consents that it has obtained all available information regarding the features of the Platform and of Frendz, the technology licensed by Frendz being merely a means by which the Infoproducts may be acquired directly by Buyers, and the Content Creator may also make its Infoproduct available for promotion and marketing.

5.2. Requirements for the Sale of Infoproducts.

The Content Creator shall:

5.2.1. Register on the Platform as a Content Creator, being responsible for the proper use of the tools contained in the Platform, as well as for seeking the necessary clarification through the channels available on the Platform in case of doubt;

5.2.2. Accept and comply with the Frendz Terms of Use;

5.2.3. Be the author of the Infoproduct or have authorization from the copyright holder of the Infoproduct to sell it.

5.2.4. Comply with all provisions of the Content Policy forming part of these Terms of Use, refraining from attempting to upload Prohibited Content to the Platform, and acknowledging that it is solely responsible for the content of its Infoproducts and the respective transactions;

5.2.5. Register the Infoproduct on the Platform, providing all information requested about it, such as: the offer price of the Infoproduct and the payment methods (including bank details), Affiliate acceptance and commission rules, and refund period (7 to 30 days), and may change such information at any time, without the need for prior notice, but remaining responsible toward the Content Creator’s Affiliates and Buyers for honoring the information stated therein at the time of each operation carried out;

5.2.6. Wait up to 5 (five) days for the Infoproduct to become available for promotion and sale on the Platform, since the Infoproduct may undergo a review of its compliance with these Terms of Use and with the Content Policy and, if not compliant, will not be published;

5.2.7. Accept, at its own discretion, affiliation requests for its Infoproducts, undertaking to sell the Infoproduct and to pay the commission directly owed for the promotion carried out by the Affiliates exclusively through the features made available on the Frendz Platform;

5.2.8. Comply with the commission rules owed to Affiliates who have promoted and sold the Infoproduct, and give the Affiliates prior notice should it decide to cancel the affiliate program for the Infoproduct;

5.2.9. Be solely and directly liable toward Affiliates who consider themselves harmed by the non-receipt of commissions due to the use of fraudulent means, holding the Platform harmless from such liabilities, and hereby authorizing the Content Creator to be impleaded (chamamento ao processo) in any proceedings that may be brought against Frendz by the Affiliate;

5.2.10. Be responsible for providing clear and objective information about its Infoproducts, keeping it up to date and consistent with the information published on its websites, sales pages and members’ areas external to the Platform, and being liable toward the Buyer for any discrepancies, especially with respect to the prices of the Infoproduct, its quality, description, fitness for its intended purpose and cancellation periods;

5.2.11. Be responsible for the delivery of the Infoproduct to the Buyer, especially if delivered through posts and members’ areas external to the Platform, as well as for ensuring that the Buyer can use the Infoproduct in the manner in which it was offered; and be responsible for full compliance with all legal obligations related to the sales made using the tools contained in the Platform;

5.2.12. Honor the purchase cancellation period of 07 days or such other period (not less than 07 days) as it has indicated in the Infoproduct registration, undertaking to reverse the amount requested by the customer, subject to the provisions of clause 9.11.

5.2.13. Be responsible for resolving any problems, in particular those of a technical nature, that occur with the Infoproduct after its delivery to the Buyer, assuming the obligation to provide adequate support to the Buyer whenever requested by the Buyer or by Frendz, as well as to respond to any contacts from the Frendz Platform support team, enabling proper service to Buyers;

5.2.14. Be responsible for changing, whenever necessary, the information relating to the Infoproduct, as well as for suspending or canceling its promotion whenever it ceases to meet any of the conditions of these Terms of Use, without prejudice to remaining liable for all obligations arising from the promotion period;

5.2.15. In the case of Content Creators jointly exploiting Infoproducts (co-producers), all participants are responsible for the correct determination of the criteria for dividing the results of the joint exploitation of Infoproducts, as set on the Frendz dashboard, and hereby undertake to indemnify Frendz for losses and damages for any Loss arising from the apportionment criteria chosen.

5.2.16. Bear the Fees arising from the use of the features contained in the Platform, and bear its legal, regulatory, fiscal and tax obligations, if, when and where applicable.

5.2.17. Acknowledge that it is fully and exclusively responsible for the Infoproduct, including, but not limited to, its information, characteristics, qualities, quantity, description, fitness of the content for the proposed purpose, composition, price, warranty, expiration periods and delivery.

5.3. Full Liability of the Content Creator for Losses.

The Content Creator hereby assumes liability for any Loss should Frendz be held accountable, through its support, administratively or judicially, for an Infoproduct generated by the Content Creator and/or any fact arising from the Transaction. The amounts disbursed by Frendz may, at its sole discretion, be offset against the commissions, contractual balances and other amounts owed to the responsible Content Creator, up to the limit necessary to recover the costs incurred by Frendz as a result of actions, extrajudicial and judicial settlements entered into with third parties, as well as court judgments. Accordingly, the Content Creator hereby agrees to and authorizes the withholding and/or collection of such amounts by Frendz.

5.4. Frendz’s Right of Recourse.

It is emphasized that Frendz, in entering into any type of settlement and/or judicial or extrajudicial arrangement with third parties, shall not be assuming, directly or indirectly, any liability for Infoproducts and Materials offered by the Content Creator on the Platform, thereby preserving its right of recourse (direito de regresso).

6 — LICENSE TO USE NON-CUSTOMIZABLE SOFTWARE

6.1. Purpose.

The license of the right to use the Frendz Platform software (“Frendz Software”) is non-customizable, non-exclusive, non-assignable, for consideration and temporary, and is governed by the Non-Customizable Software License, which forms an integral part of these Terms. The licensed Frendz Software provides the Content Creator with access to the Frendz Platform and the delivery of the Infoproducts by the Content Creator to the Buyer.

6.2. Provision.

The Frendz Software will be provided monthly by electronic means, through cloud computing, without physical media, to ensure that the Content Creator always has its most up-to-date version. Under no circumstances shall the Frendz Software be downloadable by the Content Creator, since it is made available for use through cloud computing.

6.3. Non-Exclusive Licensing.

The Content Creator acknowledges and accepts that, during the term of these Terms of Use and after their termination, Frendz may license the Frendz Software to third parties, including competitors of the Content Creator, by virtue of the non-exclusive nature of this license.

6.4. Licensing Establishment.

The license of the Frendz Software is made available and provided to the Content Creator by the unit corresponding to Frendz’s headquarters, in the Municipality of Barueri/SP, with the corresponding tax documentation being issued monthly by Frendz.

6.5. Powers Granted by the Content Creator to Frendz.

Without prejudice to the provisions of the preceding clause, the Content Creator hereby appoints and constitutes Frendz as its attorney-in-fact (mandatária), pursuant to Article 653 et seq. of the Civil Code, and grants it the necessary powers of representation to take any and all measures relating to the management of Receivables generated by the Content Creator on the Frendz Platform (including the management of the receivables schedule, by means of assignment and/or any means of disposition of the credit and/or conventional subrogation, pursuant to Article 347 of the Civil Code), including, without limitation, agreeing with Buyers and/or third parties on the operations provided for early receipt, further granting Frendz specific powers to substitute (substabelecer) the powers granted under this clause to the Contracted Party and to any third parties, provided that it is for this purpose, and undertaking to obtain all corporate authorizations necessary for its valid representation.

7 — CONDUCT TOWARD THE BUYER OF FRENDZ AND OF THE CONTENT CREATOR

7.1. Responsibility of the Content Creator.

The Content Creator is solely responsible for all content of the Infoproducts and Materials made available to the Buyer, and Frendz is under no obligation to carry out prior control (editorial or of any other nature) or curation of the Infoproducts, merely requiring compliance with the minimum rules set forth in the Content Policy. When acquiring any Infoproduct, the Buyer must verify the suitability of the Infoproduct and of the Content Creator for the purposes sought at the time of purchase, as well as the accuracy of the other information and characteristics provided in relation to the Infoproduct. The Buyer must be aware that, when acquiring an Infoproduct through the Platform, it may be subject to other rules and terms applicable by virtue of its relationship with the Content Creator.

7.2. Diligence Regarding Information Provided.

The Buyer is fully responsible for all information it provides and for the statements it makes to Content Creators or to any other person in connection with the use of the Platform, by reason of the purchase or as a result of the use of any Infoproduct.

7.3. Return within 7 (seven) Days.

By virtue of these Terms of Use, Frendz requires the Content Creator to guarantee to the Buyer the return of the amounts spent to acquire an Infoproduct in the event of cancellation of the purchase within 7 (seven) days from the date of payment.

7.4. Financial Management Feature.

Frendz, as a technology solution, is responsible for enabling the payments from the Content Creator to the Buyer. However, in particular for installment payments, Frendz may seek, from payment solutions and other financial providers, the provision of funds so that the Buyer may make purchases in installments and/or by other means, and such activity of Frendz may be charged directly to the Buyer and/or the Content Creator.

7.5. Powers Granted by the Buyer and Frendz’s Mandate Associated with Payment Management.

The Buyer hereby appoints and constitutes Frendz as its attorney-in-fact (mandatário), pursuant to Article 653 et seq. of the Civil Code, and grants it the necessary powers to take any and all measures relating to the management of payments to be made by the Buyer (including by means of prepayment and/or any means of disposition of the credit and/or conventional subrogation, pursuant to Article 347 of the Civil Code), including, without limitation, agreeing with the Content Creator and/or third parties, and Frendz may, for such purpose, charge a commission for the services rendered to the Buyer in enabling payments through the Platform.

7.6. Sale of Infoproducts to Buyers Not Residing in Brazil.

As of April 12, 2024, the Platform allows Content Creators to make access to Infoproducts available to Buyers not residing in Brazil. To that end, Frendz INC will act as Merchant of Records, and the Content Creator represents that it understands the English language and has read, agrees to and accepts the Terms and Conditions for Frendz US Inc. Buyers and Vendors.

8 — RULES APPLICABLE TO THE AFFILIATE

8.1. Requirements for Participation in an Affiliate Program.

In order to promote and market an Infoproduct included on the Platform, the Affiliate shall:

8.1.1. Register on the Platform as a Content Creator and affiliate with other Infoproducts and/or become a co-producer, being responsible for the proper use of the tools contained in the Platform, as well as for seeking the necessary clarification through the channels available on the Platform in case of doubt;

8.1.2. Accept and comply with the Frendz Terms of Use and Policies and the Related Documents, without prejudice to specific rules and guidance from the Content Creator;

8.1.3. Apply to the respective Content Creator to promote and market a given Infoproduct, using the correct field on the Platform;

8.1.4. Accept the commission amounts and division rules set by the Content Creator and stated on the Platform at the time it registers as an Affiliate of a given Infoproduct, acknowledging that the Content Creator is solely responsible for defining the amount and the manner of dividing the commission among the various Affiliates engaged in promoting the Infoproduct, and that such amounts and rules may be changed by the Content Creator at its sole discretion and without the need for prior notice, taking this condition into account when deciding to make any investment of time or money in promoting an Infoproduct;

8.1.5. Use the tools contained in the Platform to allow the tracking of its activity as an Affiliate of a given Infoproduct of interest to it, always in accordance with the Platform’s Terms of Use and Policies;

8.1.6. Be responsible for reproducing to the public to which it promotes the Infoproduct the characteristics of the Infoproduct and the conditions of sale entered by the Content Creator on the Platform, assuming, jointly and severally with the Content Creator, liability for full compliance with such conditions toward the Buyer;

8.1.7. Accept the rule that sales made using the technological tracking tools contained in the Platform will generate commissions for the Affiliate, which will be owed only after completion of the sale and actual payment by the Buyer, and may only be withdrawn in accordance with the Platform’s internal rules, hereby consented to;

8.1.8. Agree to use, as the means of receiving its commissions, only the payment platforms whose “checkout” functionality is integrated into the Platform, taking into account all the rules and limitations of those platforms, and being responsible for registering with the respective payment methods;

8.1.9. Bear the Fees arising from the use of the technological tools contained in the Platform, and bear its legal, regulatory, fiscal and tax obligations, if, when and where applicable.

9 — FEES, PAYMENT MANAGEMENT AND CANCELLATIONS

9.1. Payment Management Modalities and Functions.

The financial features relating to payment management on the Frendz Platform are as follows:

9.1.1. Payment or prepayment by Buyers for the acquisition of Infoproducts listed on the Platform;

9.1.2. Payment by Content Creators to Affiliates of the amounts owed for the Transactions carried out by the latter, as well as receipt of such amounts by the Affiliates;

9.1.3. Receipt by Content Creators of the amounts relating to the sale of their Infoproducts;

9.1.4. Payment for the co-production feature, with the sharing of co-production revenue (“revenue-share”) from the results of Infoproduct sales, the criteria for which are defined among Content Creators on the Frendz dashboard;

9.2. Powers Granted to Frendz.

Upon registering on the Platform, the Content Creator agrees to and grants powers pursuant to clause 6.5, authorizing Frendz to carry out:

9.2.1. Receipt of the price paid by the Buyer;

9.2.2. Payment, in the name and on behalf of the Content Creator, of the commissions established for the Affiliate by the Content Creator, if any;

9.2.3. Deduction of the remuneration owed to Frendz for the use of its tools, as well as deduction of the remuneration of third parties in the chain of payment methods engaged in the name and on behalf of the Content Creator, to enable receipts on the Frendz Platform;

9.2.4. Payment of the remaining amount owed to the Content Creator.

9.3. Nature of the Services Rendered.

The Content Creator acknowledges that the financial features, in particular the payment management features contained in the Platform, are not, and are not intended to be, comparable to the financial services offered by banking institutions or credit card administrators, consisting merely of a means of facilitating and monitoring the performance of transactions for payments and receipts between the Users of the Platform.

9.4. Frendz Fees.

The Content Creator shall pay the Fees applicable to the License to Use the Frendz Platform (“Content Creator Fees”) and any other applicable fees, including, without limitation, the applicable fees related to the amount of the sales made by the Content Creator when using all payment providers engaged by Frendz for its benefit (“Transaction Fees”) and any fees related to its sales or to the use of products or services (“Additional Fees”), as set out in the payment policy on the page https://frendz.com.br/#pricing, which form an integral part of these Terms of Use.

9.4.1. Fee Updates.

The applicable fees and percentages are set out in the pricing policy in effect, available at https://frendz.com.br/#pricing, which forms an integral part of these Terms of Use. Frendz may change it upon 30 (thirty) days’ prior notice, by e-mail or on the Content Creator’s dashboard. Continued use of the Platform after the expiration of such period implies acceptance of the new conditions, subject to the provisions of clause 16.5.

9.5. Frendz Inflows and Revenue.

Frendz’s revenue does not include amounts owed or transferred to the Content Creator, or any other third-party revenue that passes through it by reason of receipt for the account and order of third parties and/or of the User. Frendz’s revenue consists solely of the amounts and fees received by reason of the features actually made available by it to Users.

9.6. Amounts Transferred to Third Parties.

The amounts charged by Frendz and set forth in these Terms constitute the entirety of the services that are the subject matter hereof. The costs of the operation and of the services rendered by Frendz or by third parties engaged in the name and on behalf of the Content Creator form part of the Gross Amount, but do not form part of Frendz’s taxable revenue.

9.7. Tax Liability of the Content Creator.

The Content Creator is solely responsible for determining, collecting, withholding, reporting and remitting the applicable taxes, import duties, fees, surcharges and additional charges arising from or resulting from any sale or from its use of the Services. Any sales contract entered into through the Services is made directly between the Content Creator and the Buyer. In accordance with applicable law, each Content Creator is responsible for paying the taxes/withholdings arising from the transactions carried out on the Platform. Accordingly, the Content Creator is responsible for issuing and sending to the Buyer the tax document relating to the provision of the Infoproduct.

9.8. Obligations of the Buyer.

The Buyer must keep a valid payment method on file to pay all incurred and recurring Fees. Frendz will charge the applicable Fees using the valid payment method authorized by the Buyer (“Authorized Payment Method”), and Frendz will continue to use the Authorized Payment Method to charge the applicable Fees until the Services are terminated and all outstanding Fees have been paid in full.

9.9. Receivables.

Frendz may charge amounts arising from financial operations carried out by Content Creators, such as the advance of Receivables requested by an Affiliate and, where applicable, by the Content Creator, or the installment payment or use of different payment methods by a Buyer.

9.10. Cancellation of Purchases.

To request cancellation of the acquisition of an Infoproduct, the Buyer must contact the Content Creator directly. If the Buyer has not received a response from the Content Creator or does not agree with the Content Creator’s terms, the Buyer must submit its request solely through the automatic refund link https://reembolso.Frendz.com.br, by means of an automatic refund request, using the account e-mail. The refund may be completed within 48 (forty-eight) business hours, provided that the cancellation request is made within the period of 7 (seven) days after the purchase and that there is an available balance in the Content Creator’s account, Frendz’s right of recourse against the Content Creator being hereby reserved.

9.11. Refund and Reversal.

The Content Creator is always responsible for refunds to the Buyer and authorizes Frendz to make the refund, by deducting the amount from the credits existing in its account, in the following cases: (I) when the Buyer exercises the right of withdrawal within 07 (seven) days of the acquisition, pursuant to Article 49 of the Consumer Protection Code (Código de Defesa do Consumidor), by request to the Platform; and (II) when the purchase is disputed with the payment method provider (chargeback) or upon order of a competent authority. In such cases, if the Content Creator does not have an available balance on the Platform, it undertakes to reverse the purchase amount as soon as requested by the Platform, failing which it will be in breach of the Terms of Use, and clauses 9.11.1 to 9.11.4 shall apply.

9.11.1. Negative Balance.

A negative balance in the Content Creator’s account constitutes a liquid, certain and enforceable debt (dívida líquida, certa e exigível), due on the date on which it arises, and may be deducted from commissions, balances, present or future receivables and from any payment method registered by the Content Creator on the Platform, which the Content Creator hereby expressly authorizes.

9.11.2. Settlement Period.

If there is no sufficient balance or receivables, the Content Creator must settle the debt within 10 (ten) days from the notice, failing which the debt shall be subject to monetary adjustment by the IPCA (Brazilian Broad Consumer Price Index), late-payment interest of 1% (one percent) per month and a fine of 2% (two percent), without prejudice to attorneys’ fees and costs in the event of judicial or extrajudicial collection.

9.11.3. Default.

Default authorizes Frendz to suspend access to the Platform until the situation is regularized and to register the Content Creator with credit protection agencies (SPC, Serasa and similar entities), subject to the prior notice required by law.

9.11.4. Evidence of Debt.

The financial statement and the statement of debt issued by Frendz constitute sufficient evidence of the existence and composition of the debt.

10 — LIABILITY OF USERS AND OF FRENDZ

10.1. Liability of the Parties.

The liability of Users and of Frendz shall follow the rules below:

10.1.1. The documents, information, images and graphics published on the Platform may contain technical inaccuracies or typographical errors. Under no circumstances shall Frendz and/or its respective suppliers be liable for any direct or indirect damage arising from the inability to use, or the loss of data or profits, resulting from access to and performance of the Platform, the services offered or information on the Platform. Access to the services, materials, information and facilities contained on this website does not guarantee their quality.

10.1.2. The Materials are provided on the Platform without any express or implied warranty of merchantability or fitness for any particular purpose. In no event shall Frendz or its collaborators be held liable for any damages, including loss of profits, business interruption or loss of information, resulting from the use of or inability to use the materials. Frendz does not guarantee the accuracy or completeness of the information, texts, graphics, links and other items in the materials.

10.1.3. Frendz is not responsible for the content of the Infoproducts or of the articles and information published on the Platform, since they are authored by third parties and do not necessarily reflect the opinion of Frendz.

10.1.4. Nor is Frendz responsible for copyright infringement arising from information, documents and materials published on the Platform; it undertakes, however, to take them down upon receipt of formal notice of the infringement and after carrying out the relevant analysis of the complaint, and may also hear the party complained against, at its sole discretion, should it find that there are insufficient grounds for the immediate suspension of the content.

10.1.5. Considering that the Platform is not the creator of the Infoproduct produced and published by the Content Creator, and that there is no prior editorial control of the Infoproducts, Frendz, pursuant to applicable law, is not responsible for the Infoproducts published or for the damages caused by them.

10.1.6. Accordingly, Frendz offers efficient mechanisms so that Content Creators who believe that any of their rights have been violated may file complaints and seek to resolve their disputes, as indicated below.

10.1.7. Without prejudice to the provisions already set forth in these Terms of Use, Frendz is responsible for the registration data of Content Creators, as well as for the data relating to the transactions carried out with the technological tools contained in the Platform, pursuant to applicable law.

10.1.8. Frendz shall not be liable for errors in the promotion of an Infoproduct using the tools contained in the Platform that may hinder the sale of such Infoproduct.

10.1.9. The Fees and payment methods may be changed in accordance with Frendz’s strategy, at its sole discretion, and shall be charged as of the date of the billing update, without prejudice to the pass-through of Losses relating to receipts by the Content Creator;

10.1.10. Frendz is not responsible for the quality of the Infoproducts, but recommends that Content Creators strive for the quality of the Infoproducts offered on the Platform.

10.1.11. Content included on the Platform will remain available for promotion only if it complies with these Terms of Use. Frendz reserves the right to remove any Infoproduct that does not comply with its rules and policies.

10.1.12. Content Creators and Affiliates agree that they shall be solely responsible for obtaining any necessary regulatory authorizations (such as licenses, concessions, permits and/or any other permissive instrument from the government and its delegates) or those arising from the regulation of their professional activity, both for themselves and for the Infoproducts offered through the use of the Platform. Such permits or authorizations must be obtained before any offer of Infoproducts or promotion of Materials, failing which these Terms of Use will be breached.

10.1.13. Frendz is not responsible for any disputes, chargebacks or purchase/payment blocks of any nature on the part of the Content Creator’s Buyer, and will deduct at any time from the Content Creator’s balance amounts relating to refunded or blocked transactions, or disputed transactions (chargeback);

10.1.13.1. Order of Set-Off. Amounts owed by the Content Creator to Frendz shall be set off in the following order: (i) available balance; (ii) security reserve; (iii) future receivables; and (iv) direct collection from the Content Creator by the means provided for in these Terms. The deduction of the amount of the disputed transaction is distinct from, and shall not be offset against, the Chargeback Administrative Fee provided for in clause 14.6.2, which is cumulative with it.

10.1.14. If there is not a sufficient balance in the Content Creator’s account to cover the loss caused to Frendz or to third parties and Frendz takes the appropriate legal action to seek reimbursement, the Content Creator hereby agrees to the granting of an injunctive (precautionary) measure for the freezing of as many assets as are sufficient to cover the loss.

10.1.15. If the Content Creator is a legal entity, liability for damages and losses caused to Frendz shall be joint and several between the Content Creator and the individuals who are controlling shareholders and officers of such Content Creator.

10.1.16. Frendz will take all possible measures to maintain the confidentiality and security of the Content Creators’ information, but cannot be held liable for losses or damages arising from the breach of such measures by third parties who use public networks or the Internet for the purpose of subverting the security system and/or gaining access to a Content Creator’s confidential information.

10.1.17. Content Creators and Affiliates agree that Frendz may, at its sole discretion, preventively freeze the account and the respective amounts held therein whenever it becomes aware of any indication of an act or conduct that may constitute an illegal practice, a violation of the Terms of Use, or an infringement of the rights of a Content Creator or of third parties, as well as when it is sued in court by reason of a fact related, directly or indirectly, to the making available and/or the content of the Infoproduct.

10.1.18. Considering that Frendz is not responsible for the content generated by Content Creators or Affiliates on its Platform, the preventive freeze will, as a rule, be maintained until (i) it is established that the suspicious act or conduct did not constitute an illegal practice, based on criteria and an assessment made exclusively by Frendz; (ii) the parties involved properly formalize the amicable resolution of the matter; or (iii) by court order or determination of administrative authorities containing a clear and specific identification of the content or act alleged to be infringing. Should the illegal nature of the conduct be confirmed, the preventive freeze will be converted into a definitive one, and any amounts held in the account will be released only to the party entitled thereto and upon court order.

10.1.19. It is emphasized that the preventive freeze mentioned above does not constitute the application of a penalty to Content Creators, as it is a precautionary measure adopted for the sole purpose of seeking to prevent the occurrence of damages, losses or infringements of the rights of Content Creators and of third parties.

10.1.20. Content Creators and Affiliates agree that Frendz may, at its sole discretion, terminate the relationship with Content Creators and Affiliates due to lack of commercial interest. In the event of lack of commercial interest, Frendz will transfer the amounts in the Content Creator’s account to another account designated by and held in the name of the Content Creator, withholding the amounts necessary to settle any chargebacks of transactions already carried out.

11 — FRENDZ INTELLECTUAL PROPERTY

11.1. Use of Frendz Intellectual Property.

All Frendz Intellectual Property, including the Frendz Software, is exclusively owned by Frendz and/or its partners or suppliers, including any improvements, corrections, translations, alterations, new versions or derivative works, among others that modify or alter it.

11.2. Penalties.

Any violation of Frendz Intellectual Property, upon the occurrence of the events provided for in the preceding clause, shall subject the infringing User to a fine equivalent to 60 (sixty) times: (a) the monthly amount of the subscribed product, where the infringer is a Buyer; or (b) the amount of the Infoproducts sold, where the infringer is a Content Creator. The deduction of such fine from the infringing User’s Receivables and balances with the Platform is hereby authorized upon the occurrence of such violations. The fine shall not preclude additional indemnification to be determined judicially.

11.3. Prohibition of Use.

Users undertake not to misuse any Frendz Intellectual Property, such as, but not limited to, the corporate name, domain names, trade names, filed or registered trademarks, as well as any other distinctive signs of the other party, including visual aspects of the platform, without the prior written authorization of the party involved.

11.4. Express Authorization.

Any authorization issued for the use of Frendz Intellectual Property will be granted on a precarious (revocable) basis, always in writing and exclusively for the purpose stated in such authorization.

12 — COPYRIGHT INFRINGEMENT COMPLAINTS

12.1. Third-Party Intellectual Property.

Frendz respects the intellectual property of other persons or companies, and we ask our members to do the same. Any and all copyright infringement must be reported to Frendz, accompanied by the documents and information that confirm authorship. Notice may be sent to the e-mail addresses listed on the Platform or by mail to the address provided.

12.2. Suspected Infringement by the Content Creator.

Once the complaint has been submitted, and within the cancellation period of the Infoproduct, given that the Content Creator remains responsible for the technical and quality aspects of the Infoproduct generated, Frendz will notify the Content Creator in question and grant a period of up to 10 (ten) calendar days for the Content Creator to respond to the complaint with a justification or an attempt to remedy the problem, during which period Frendz may, as a precaution, adopt the restrictive measures it deems appropriate. If the Content Creator does not make contact within this period, the refund request may be executed automatically, and the Content Creator’s data may also be provided to the Buyer, in accordance with the Privacy Policy.

12.3. Request and Conclusion.

If anyone believes that an Infoproduct listed on the Platform infringes their industrial property rights (trademark, patent, industrial designs) or their copyrights, they may notify Frendz by means of a request sent to the channel indicated on the Platform, stating the URL at which the Infoproduct in question is located and attaching proof that they are the holder of the infringed right or its legal representative. After an internal investigation, Frendz will formally state its position on the dispute.

13 — CONFIDENTIALITY

13.1. Confidential Information.

The Parties, by themselves and through their employees, advisors or agents, shall maintain, including for a period of five years after the end of the term of these Terms of Use, during the post-contractual phase, the most complete and absolute secrecy regarding the clauses agreed herein, data, materials, details, information, documents, monthly operating volume, and technical and commercial specifications of which they may become aware or to which they may have access, or which may be entrusted to them, by virtue of these Terms of Use, of any amendment or of the commercial proposal, except in compliance with, and to the extent required by, any court order. In such case, the Party shall immediately notify the other, so that the latter is given the opportunity to object to the disclosure.

13.1.1. In the event of a breach of clause 13.1, indemnification for losses and damages shall be due, to be determined judicially.

14 — PREVENTIVE MEASURES AND SANCTIONS

14.1. Measures.

Any conduct contrary to the provisions of these Terms of Use and the Related Documents may be punished:

(a) By the removal of a given Infoproduct;

(b) By the immediate suspension of access to the Content Creator’s account;

(c) By the freezing of the Content Creator’s account on the Platform;

14.1.1. All at the sole discretion of Frendz, without prejudice to appropriate legal actions in situations of Loss suffered by the company itself or by third parties for the determination of indemnification, including supplementary indemnification for the determination of losses and damages.

14.2. Removal of Infoproducts.

In cases of removal of an Infoproduct, transactions related to the removed Infoproduct carried out prior to the removal may have their respective amounts frozen and/or refunded to the Buyers. As of the removal of the Infoproduct from a given account, no new transaction relating to such Infoproduct will be processed by the Frendz payment tools for that account.

14.3. Suspension of Access.

In cases of suspension of access to the Content Creator’s account, transactions related to the Infoproducts registered by that account may continue to be carried out; however, the user will not have access to any functionality of the account, for example: no changes may be made to the registration data, bank details or registered content, nor may any withdrawal be made of amounts accumulated in the respective account.

14.4. Freeze Due to Chargebacks.

If the chargeback rate of the Content Creator’s account is above 1.5% (one point five percent), Frendz reserves the right to freeze the account balance, in whole or in part, for up to 120 (one hundred and twenty) days, to cover any refunds and chargebacks.

14.4.1. Security Reserve.

Frendz may establish a financial reserve by withholding a percentage of the amount of each sale in a reserve account, the percentage of which will be defined by the analysis of Frendz’s fraud prevention and risk team, according to the risk profile of the account. The withholding may last for up to 180 (one hundred and eighty) days, extendable for an equal period, and is intended to cover any chargebacks, refunds and future fees, being applicable especially to accounts with a high chargeback rate or a high volume of international sales. The reserve parameters are defined by the analysis of Frendz’s fraud prevention and risk team.

14.5. Cancellation Due to Suspected Chargebacks.

If there are indications or suspicion of many new imminent chargebacks, and Frendz identifies a risk of a future increase in the chargeback rate to above 3% (three percent), whether due to suspected fraud or to low Buyer satisfaction, Frendz reserves the right to cancel and refund some or all of the sales of the Content Creator’s account, returning the money to the Buyers, in order to avoid chargebacks.

14.6. Chargeback Monitoring Tools.

To reduce the volume of chargebacks on the Platform, Frendz uses chargeback monitoring tools that issue alerts regarding suspicious Transactions.

14.6.1. After being alerted to a suspicious Transaction by the tool(s) mentioned in the main section, Frendz may, at its sole discretion, cancel the Transaction and refund the Buyer, regardless of whether or not the chargeback is confirmed.

14.6.2. Chargeback Administrative Fee. For each chargeback alert or actual chargeback recorded in the Content Creator’s account, a Chargeback Administrative Fee of R$ 150.00 (one hundred and fifty reais) per occurrence, or USD 30.00 (thirty dollars) per occurrence for transactions carried out in foreign currency, shall apply, owed per occurrence and regardless of the outcome of the dispute, intended to cover the operational, analysis, prevention and mediation costs borne by Frendz. Such fee is cumulative with, and is distinct from, the return of the amount of the disputed transaction provided for in clause 10.1.13, against which it shall not be offset.

14.6.3. Frendz reserves the right to change, at any time, at its sole discretion and without prior notice, the amounts and fees charged for chargeback alerts or actual chargebacks, including the Chargeback Administrative Fee provided for in clause 14.6.2, with the new fee taking effect as of the date of its update.

14.7. Account Freezing.

In cases of freezing of the Content Creator’s registration account, all active listings and/or offers made will be automatically canceled, and the Content Creator shall not, for this reason, be entitled to any indemnification or reimbursement.

14.8. Financial Fraud.

If Frendz suspects or has indications that the Content Creator is using mechanisms to defraud the payment system or the tracking system, or is using any other fraud mechanism, Frendz reserves the right to immediately suspend access to the account of the Content Creator suspected of fraud and, eventually, to permanently freeze the account, it being understood that the balance of amounts receivable may be partially or fully refunded to the Buyers in order to avoid potential chargebacks. The balance may also be withheld by Frendz as partial compensation for the damages it has suffered, or delivered to injured third parties, upon court order.

14.9. Legal Actions.

Frendz, Content Creators or any injured third parties may take the appropriate legal actions as a result of the crimes or misdemeanors of which they are victims, or seek compensation for civil damages for breach of the Terms of Use, without this giving rise to any right of indemnification on the part of Frendz to the Content Creator against whom action is taken.

14.10. Withholding of Balance.

If any Affiliate, Content Creator or third party attributes to Frendz any liability arising from an Infoproduct (chargeback, defective product, etc.), Frendz may, as a precaution, withhold from the Content Creator’s account a balance sufficient to satisfy the damage alleged by the third party.

14.11. Injunctive Measure.

If there is not a sufficient balance in the Content Creator’s account to cover the loss caused to Frendz or to third parties and Frendz takes the appropriate legal action to seek reimbursement, the Content Creator hereby agrees to the granting of an injunctive (precautionary) measure for the freezing of as many assets as are sufficient to cover the loss.

15 — TERMINATION

15.1. Termination by Frendz.

Frendz may, at its sole discretion, discontinue the provision of any features offered on the Frendz Platform and remove any Infoproducts published thereon. Frendz may also restrict the access of Content Creators to any part or all of the services offered by the Platform, at any time, with or without prior notice, and for any reason or cause.

15.2. Termination by the Content Creator.

The Content Creator may stop using the Platform at any time and, to that end, must remove all of its Infoproducts, as well as be responsible for the delivery of any Infoproduct that has been purchased through previously published links. In addition, the Content Creator must deregister as a Frendz Content Creator. The Content Creator, however, shall remain liable for the Infoproduct toward the Buyers, pursuant to applicable law.

15.3. Termination by the Affiliate.

The Affiliate may stop promoting any Infoproduct at any time.

15.4. Right of Retention.

In any event, including termination, Frendz may, at its sole discretion, withhold all or part of the balance in the Content Creator’s account, should it consider such measure necessary to secure the payment, compensation and reimbursement owed by reason of any liability, obligation or debt that the Content Creator may have incurred toward Frendz and/or third parties.

16 — MISCELLANEOUS

16.1. Notices.

Any notice, request, communication or demand relating to these terms must be made in writing, whether by physical or electronic means (e-mail).

16.2. Changes.

A change of address, physical or electronic (e-mail), shall be effective against Frendz only if made by the Content Creator in its registration records on the dashboard.

16.3. Authorization.

Frendz is authorized to disclose, on its website and in its promotional materials, that it maintains a commercial relationship with the Content Creator. This permission includes the possibility of using the Content Creator’s trademark and other distinctive signs.

16.4. Validity of Provisions.

The nonexistence, invalidity or unenforceability of any provisions of these Terms of Use shall not affect the remaining provisions. Should any provision be invalidated, in whole or in part, the terms shall be deemed modified by the exclusion or modification, to the extent necessary, of the nonexistent, invalid or unenforceable provision, so as to maintain the soundness of these Terms of Use and, to the extent possible, preserve the original intent of the Parties.

16.5. Revision of the Terms.

Frendz may periodically revise and amend these Terms of Use to reflect changes and adjustments in its business, in the Frendz Software, in applicable law, or whenever Frendz deems it necessary. If changes are made, Frendz will notify Content Creators, Affiliates and Buyers at the e-mail address registered on the dashboard.

16.5.1. Each new version of the Terms of Use shall take effect 15 (fifteen) days after Content Creators, Affiliates and Buyers are notified by e-mail.

16.5.2. Frendz must keep available on its website all prior versions of the Terms of Use that have been in effect.

17 — GOVERNING LAW AND FORUM SELECTION CLAUSE

17.1. Governing Law and Forum.

These Terms of Use are governed by the laws of Brazil, and the parties elect the courts of the Judicial District (Comarca) of São Paulo/SP to resolve any questions or disputes arising from these Terms of Use and the Related Documents, to the exclusion of any other, however privileged it may be.

17.2. Governing Law and Forum for Transactions with Residents Abroad.

With respect to Transactions with Buyers residing abroad, this Agreement shall be governed by the laws of the State of Florida, United States of America.

17.2.1. In the case described in the main section, any dispute arising from these Terms shall be resolved by arbitration administered by the “American Arbitration Association” (AAA) and shall follow the rules provided therein (www.adr.org). The Party wishing to commence arbitration proceedings must submit a written request to the AAA and notify the other Party.