Guidelines and Rules of Use

1. Initial Statements

1.1. The content of this website (understood as a website and/or app) belongs solely to OLLO Comunicação e Intermediação Ltda., enrolled with the Brazilian Federal Corporate Taxpayers’ Registry 39.828.081/0001-58 — ollo.is (hereinafter simply named “OLLO”), reproduction of its content, totally or partially, without prior and express authorization from OLLO, is expressly prohibited. OLLO may, at any time, remove from the website any (third party or its own) information, data and/or publication that present itself as untrue, fraudulent or that violates the law or this present document.

1.2. These Guidelines and Rules of Use are binding on all parties, as defined below, for the entire period of the relationship between those parties arising from the intermediation set forth herein, including the period after its termination, in case of extratemporal validity. Anticipated termination or non-acceptance, even if partial, of this instrument and its content automatically implies suspension of the relationship between the parties and the services dealt with herein.

1.3. These Guidelines and Rules of Use may be changed at any time, at OLLO’s sole discretion; Contracting Party and Talent (as defined below) are responsible for checking its most current version by accessing the page: https://ollo.is. In case either party does not agree with the amended terms, Contracting Party and/or Talent will have the option of no longer using the services provided by OLLO, as well as the website; and it is hereby agreed that their access or continued use after the mentioned amendment represents full and unconditional acceptance of the current text.

1.4. Contracting Party and Talent, as defined below, expressly declare that they have read and understood and agree with the content of this instrument, committing themselves to follow all its provisions, as well as OLLO’s guidelines derived from the rules established herein.

2. Object

2.1. This website facilitates the hiring of business intermediation and/or project curation services (hereinafter “Services”), to be rendered by the legal entity that owns this website, established in the Federative Republic of Brazil, enrolled with the Brazilian Federal Corporate Taxpayers’ Registry 39.828.081/0001-58 (ollo.is) (hereinafter simply named “OLLO”).

2.2. OLLO facilitates and optimizes the hiring, by an interested legal entity (hereinafter “Contracting Party”), of experienced and qualified service providers (hereinafter “Talent”) to carry out specific projects related to advertising, marketing design, communication, culture, audiovisual, technology among others (hereinafter “Project”), providing the Contracting Party with a specialized curatorship.

2.3. To this end, the Contracting Party must provide beforehand details and technical information of its Project necessary to OLLO, who commits to seek the most appropriate Talent for the Project.

2.3.1. Talent henceforth agrees that, once their data is sent, they will be submitted to a validation and approval process, conducted by OLLO, creating a registry that can be changed at any time by OLLO. Talent’s acceptance to the website is at OLLO’s sole discretion, no explanations required in case of disapproval.

2.4. OLLO is not responsible for the execution or even the quality of the Project executed by the Talent for the Contracting Party, as it is not the service provider of the Project. Its responsibility is limited to the scope of its performance of the Service defined here — curation and intermediation of people. The periodic and detailed management of the Talent, the Project and its deliveries are the Contracting Party’s responsibility. Ollo will only follow up with the Contracting Party and the Talents to see if the Project is going as expected.

2.4.1. OLLO shall not be responsible, under any circumstances, for losses, direct or indirect damages or lost profits of any amount or nature eventually suffered by the Contracting Party, the Talent or third parties affected by the action or omission arising from the Project.

2.5. Due to the nature of the Service, it is hereby established that OLLO is not responsible for the content provided by Contracting Party or Talent, including, but not limited to, its authenticity, legality, validity, accuracy or final result. Consequently, OLLO is not responsible, under any circumstance, for losses, direct or indirect damages, or loss of profits, of any value or nature, possibly suffered by Contracting Party, by Talent or third parties affected by their action or omission, nor by:

• 2.5.1. Unauthorized access to the website, or the interception by unauthorized third parties of any information, technical material or other content available on this website;
• 2.5.2. Misuse of the website or its applications and systems;
• 2.5.3. The eventuality of any failure, difficulty, impossibility or interruption in the access or use of the website, its systems, applications, content, products or services, due to unforeseeable circumstances, force majeure, or the act or omission of third parties responsible for the creation, maintenance, support, access and hosting of the website and its contents, apps and systems.

2.6. Contracting Party and Talent commit to carry out any and all business, business dealings and contracts resulting from the Project with the proper intermediation of OLLO.

2.7. Upon completion of Service, upon the acceptance of OLLO’s Talent recommendation to the Contracting Party, Contracting Party and Talent must sign a Specific Project Agreement for the Project (hereinafter simply named SPA), with OLLO as the intervening party. This SPA shall contain the qualification of the parties, the agreed commercial conditions (including, but not limited to, price, term, detailed description of the Project and scope, and form of payment), as well as reference to acknowledgement and prior acceptance of this instrument. There may also be a field for inserting specific documents from the Contracting Party, including, but not limited to, documents that, in the Contracting Party’s jurisdiction, are necessary as a complement to these Guidelines and Rules of Use and to the SPA, such as anti-corruption, compliance or data protection clauses. In this case, it is hereby defined that said documents may not create or exclude OLLO’s responsibilities or obligations, which are limited by these Usage Guidelines and Rules, and should only be applicable to Talent.

2.7.1. Considering that the Project qualifies as the contracting of a certain volume of work within a defined period, it is hereby agreed that all activities of the Talent, OLLO and the Contracting Party will take place within the period defined for the Project, including scope confirmation, feedback and approvals.

2.7.1.1. It will be up to the Talent only to note the hours spent and its administration, without any assumption of responsibility by OLLO in this sense. If, through their exclusive fault, the Talent does not meet the Contracting Party’s deadline, the Talent shall be liable, at no cost to the Contracting Party or OLLO, for the damages resulting therefrom, including, but not limited to, the expenditure of additional hours to deliver the Project and the damages resulting from their conduct, even if omissive.

2.7.1.1.1. If there is any delay in delivery by the Talent due to the Contracting Party’s conduct — such as, but not limited to, delay in passing briefing, sending information for the Project, approvals, etc. —, the Talent shall not be penalized and the Contracting Party shall bear, at no cost to OLLO, any losses resulting from this fact, such as the payment of additional hours for the delivery of the Project.

2.8. In order for Contracting Party and Talent to use the Services and the site, OLLO may request information and registration documents. Truth, integrity, completeness, regularity and up-to-dateness of such documents and information are Contracting Party and/or Talent’s sole responsibility.

2.8.1. Notwithstanding the above, OLLO may verify the truth and completeness of the information and documents sent at any time, comparing it with the information provided in public databases.

2.8.2. If any information provided by Contracting Party or Talent is false, incorrect, outdated or incomplete, or if OLLO suspects, based on reasonable evidence, that such information is false, incorrect, outdated or incomplete, OLLO will have the right to immediately suspend or cancel, regardless of previous notice, Contracting Party or Talent’s access and their rights arising therefrom, as well as to refuse any and all use, present or future, of the Service, or part thereof, without prejudice to any civil and criminal penalties that may arise therefrom.

3. Use of the Site and Remuneration for OLLO Services

3.1. The use of the Services by the Talent will be free of charge, with an unique format for all of those who consider themselves as such.

3.2. The use of Services by the Contracting Party will result of the Contracting Party’s choice between one of the following alternatives offered by OLLO:

3.2.1. Basic: Contracting Party has access to the services of curatorship and business intermediation, and OLLO will endeavor its best efforts to provide Talents’ names and other documents within 5 (five) working days from the full alignment of the briefing information. In this alternative, Contracting Party must pay OLLO (i) 25% (twenty five percent) of the total gross amount negotiated with the Talent chosen for each Project. At OLLO’s sole discretion, this percentage can be changed, as well as (ii) through fixed remuneration for each Project, in the amount of $250 (two hundred and fifty dollars), which may be higher at Ollo’s sole discretion.

3.2.1.1. If Contracting Party needs, for a specific case, a shorter deadline than the one originally proposed by OLLO for each specific project, OLLO reserves the right to charge an urgency fee of $250 (two hundred and fifty dollars).

3.2.2. Enterprise: Contracting Party has access to the services of curatorship and business intermediation in order to serve the Contracting Party in a personalized way, as long as the resources contained in the platform and the OLLO community are used. Each plan must be agreed individually between the parties, defining the remuneration and respective applicable term. OLLO will exclusively guarantee the availability of the names and other documents of the Talents within a period to be defined in agreement with the Contracting Party at the closing of the plan.

3.2.3. In any of the above hiring models, OLLO will endeavor its best efforts to make available up to 3 (three) Talent for each position, so that the Contracting Party may choose 1 (one) option to go ahead with the Project and sign the respective SPA.

3.2.4. OLLO Recruiting: In this alternative, Contracting Party has access to the service of curatorship and business intermediation in order to serve the Contracting Party in an even more personalized and specific way, being OLLO’s responsibility to act in the talent hiring for fixed positions, aiming to seek resources from providers not only inside but also outside the platform and the OLLO community. The remuneration will consist of a fixed/flat fee to be agreed upon in each case.

3.2.5. OLLO Consulting: OLLO Consulting and OLLO Suite constitute an organizational consulting service for Contracting Party. The remuneration will consist of a fixed/flat fee to be agreed upon in each case, according to the Contracting Party’s specific demand.

4. Billing and Payment

4.1. Payment by Contracting Party to OLLO must be done once the corresponding Invoice has been issued.

4.2. Due to the nature of the Services, OLLO, as a general rule, is not responsible for the payment by the Contracting Party or the receipt by the Talent of the amounts agreed for each Project agreed in the SPA.

4.2.1. Exception to this rule will be made in case the Contracting Party chooses to pay the Talent directly and in full to OLLO, via onlending, whereby OLLO transfers the applicable amount to the Talent directly.

4.2.1.1. Contracting Party and Talent hereby declare and agree that the use of the option presented in this sub-clause by the Contracting Party does not alter in any way the nature of the Services, nor does it create or alter the responsibilities of OLLO other than the sole responsibility of the abovementioned transfer of the amount to the Talent.

4.3. Talent hereby commits to issue their own Invoice for each Project resulting from a SPA, in accordance with the laws applicable to its legal structure and place where it was established, for the Contracting Party or for OLLO, on a case-by-case basis, as well as according to the specific rules set forth by the Contracting Party in the Specific Project Agreement.

4.4. The payment term for the Invoice issued by OLLO or Talent will be agreed upon in the Specific Project Agreement, provided that, in case of issuance by Talent against OLLO, Talent understands and agrees that the payments by OLLO are necessarily linked to the payment by Contracting Party to OLLO, and Talent must only issue their tax document only after OLLO’s express authorization.

4.5. Project price includes all Talent’s direct and indirect costs related to the Project, including, but not limited to, taxes (existing or subsequently created), direct and indirect labor costs, materials (including software, hardware and licenses of use), intellectual property rights, administrative costs, among others. Talent will not be entitled to any price increase due to calculation’s failure, error or omission, either by Talent or third parties.

4.6. Unjustified delay in payment to OLLO or Talent will oblige Contracting Party to pay default interest of 1% (one percent) per month, as well as a 2% (two percent) fine and a monetary update calculated by the IGP-M/FGV (Brazilian Index) or the index that replaces it, pro rata die, calculated on the total of the overdue and unpaid debt, as of due date until the effective payment date.

4.6.1. In case of delay in the payment of any invoice issued by OLLO, for a period exceeding 10 (ten) days, OLLO may interrupt the Contracting Party’s access to the website and to the service, as well as interruption of all ongoing Projects, without prejudice to OLLO’s possibility of safeguarding its rights by all means admitted by law.

5. Obligations and Responsibilities

5.1. In addition to other obligations and responsibilities set forth in this instrument, Contracting Party and Talent shall:

5.1.1. Maintain the confidentiality and privacy of documents, information and other data of all those involved, directly or indirectly, and shall not disclose any data entrusted to them, or that they know of as a result of the relationship established through the Services and/or the Project, except for specific requests from authorities or by legal obligation.

5.1.2. Respect copyright and intellectual property, ensuring that their action or omission do not infringe the rights of third parties, in any jurisdiction.

5.1.3. Ensure that the Talent/Contracting Party relationship remains as a strictly civil one, and a service-rendering one regarding the Project, refraining from acting or requiring actions that can be interpreted as labor-related.

5.1.4. For the period of 12 (twelve) months from the signing of the SPA, refrain from making or receiving any contact, negotiation, payment or treaty without the knowledge of OLLO, including new Projects.

5.1.4.1. If they wish to sign new Projects, they should contract OLLO’s Services again.

5.1.4.2. In the event of non-compliance with this obligation provided herein, Contracting Party and Talent will be deleted from the OLLO Platform and shall be jointly and severally liable to pay a penalty in the amount of five times the gross amount of the last remuneration paid by the Contracting Party to the Talent for the Project.

5.1.5. Follow the mutually agreed deadlines.

5.2. Specific obligations of Contracting Party:

5.2.1. Transmit all necessary information for the understanding, curation and development of the Project.

5.2.2. Pay OLLO and Talent respecting rules and deadlines agreed.

5.2.3. In the event of hiring Talent or any professional linked to Talent for a fixed position during the term of the SPA and the Project, pay the finder’s fee provided for in clause 5.4.1.

5.3. Specific obligations of Talent:

5.3.1. Employ its best technique and quality in the execution of the Project, using trained professionals with the necessary qualifications for the faithful fulfillment of the agreed scope.

5.3.2. Maintain its tax, labor and social security registries in order, as well as maintain the licenses, permits, permissions and authorizations that may be necessary to fulfill the scope of the Project, providing and presenting, whenever requested by OLLO, the due evidence of compliance with this clause.

5.3.3. As long as the SPA is in force, either during the execution of the Project or after its completion, Talent declares and warrants that they will not act, render services or in any way advise any competitor of the Contracting Party in the rendering of services similar to those contracted through the site. Talent acknowledges that the price received for the Project is sufficient for the fulfillment of this obligation.

5.3.4. Immediately inform, in writing, OLLO and Contracting Party about any situation that could compromise the start, the continuation and development of the work, or that may cause impact or damage to any of the parties or to third parties.

5.4. No exclusivity or subordination in the rendering of services is established by this instrument or any other related to the site, whether by OLLO, Contracting Party or Talent.

5.4.1. In case the Contracting Party, by mutual agreement with the Talent, wishes to employ the Talent as part of its professional staff, regardless of the nature of the relationship, the Parties agree that OLLO shall be compensated by the Contracting Party in an amount equivalent to one (1) monthly gross remuneration of the salary agreed upon with the contracted professional (formerly Talent). The method of payment will follow the provisions of these Guidelines and Terms of Use.

6. Anti-Corruption Practices

6.1. OLLO, Talent and Contracting Party declare their respect and commitment to: a) the protection of nationally and internationally recognized human rights; b) freedom of association and the effective recognition of workers’ right to collective bargaining; c) rejection of all forms of slave labor, forced or compulsory labor, ensuring that they do not employ such sort of labor force; d) the effective abolition of child labor, ensuring that they do not employ labor force under the age of 18 (except those over 14, as apprentices and under the terms of the specific law); e) the elimination of discrimination in employment, making sure that they do not adopt any discriminatory practices, whether due to sex, age, religion, nationality, disability, sexual orientation, association with a professional entity, political party affiliation, among others; f) rejection of the practice, by its employees and suppliers, of any conduct that may constitute moral or sexual harassment; g) a safe and healthy work environment, taking all appropriate measures to prevent accidents and damage to health that may arise therefrom, are associated with or that occur in the course of work, minimizing, as far as is reasonably practicable, the causes of hazards inherent to the work environment; and h) combating corruption in all its forms, including extortion and bribery.

6.2. OLLO, Talent and Contracting Party declare that they will strictly comply with the current legislation, including, but not limited to, the applicable anti-corruption laws, specifically the provisions of Brazilian Law no. 12.846 as of 2013, and any future changes to this law, and will not make any offer, payment, promise of payment or payment authorization, directly or indirectly, of any value or improper advantage of any nature (financial or not) to a public agent, or the third person related to them, with the purpose of: (i) influencing or inducing any act and/or decision of the public agent in its official capacity, including a decision to stop performing its official function; or (ii) influence or induce the public agent to perform an act and/or make a decision that helps any of the other parties to obtain or retain business with government authorities or that, in any way, improperly benefits the activities of either party.

6.3. OLLO may, at any time, audit Talent and Contracting Party for the purpose of verifying the integrity of procedures, requiring clarifications, information and/or documents related to the execution of the scope agreed herein, which shall be promptly provided. Any audit to be carried out by OLLO will not exempt Talent and Contracting Party from their responsibilities, as set forth in this Clause.

6.4. In the event of any suspicion or evidence that any of the parties has incurred or is incurring in harmful practices to third parties, in disagreement with the provisions set forth in this clause, especially in relation to administration and public assets, any of the other parties may take all applicable measures, including immediately terminating the business relationship established herein, without prejudice to applicable losses and damages.

7. Cancellation of the Service Provision by the Contracting Party or Talent

7.1. The Contracting Party and the Talent may request termination of the SPA and the Project.

7.1.1. If the Contracting Party chooses to cancel the SPA after work has started, the Contracting Party must give OLLO at least 10% (ten percent) of the total Contract time in advance. During this period, the obligations assumed by the Parties shall continue to be performed normally. If the Contracting Party does not fulfill its obligations, the Contracting Party must still pay for the referred period.

7.1.2. If such request is made by the Talent after the start of work, the Talent shall provide OLLO with notice of at least 10% (ten percent) of the total Contract time. The Talent must deliver any and all material produced up to the end of the notice, which will remain the Contracting Party’s property.

7.1.3. In any of the hypotheses, it will be up to the Customer to make the proportional payment of the commission to OLLO, under the terms already agreed herein, keeping, in the case of the business model that has a monthly value, this payment.

8. Confidentiality and Data Protection

8.1. Contracting Party and Talent, as well as their executives, partners, collaborators and third parties under their responsibility, must maintain the utmost confidentiality regarding any information, document, act, fact, strategy or trade secret, to which they have had access due to the use of the site and the businesses resulting from it (“Confidential Information”), for an indefinite period, under penalty of bearing the losses, damages and loss of profits resulting from breach of confidentiality.

8.1.1. It shall be Contracting Party and Talent’s sole responsibility to ensure that their executives, partners, collaborators and third parties under their direct or indirect responsibility maintain the confidentiality agreed herein, and no exemption from this responsibility, for any reason, shall be accepted.

8.1.2. Any use of Confidential Information by those who received it must be carried out only in strict accordance with the Project and the SPA, and any other use is prohibited.

8.2. The disclosure of any of the above mentioned information, without the prior and express consent of the disclosing party, can only be carried out in the event of a legal or judicial determination, and shall be as restricted as possible.

8.3. Contracting Party and Talent acknowledge and accept that OLLO may collect and store, according to their internal policies, information provided by them as a result of using the site (including, but not limited to, the day, time, duration, location of access, type and language of the browser used, internet protocol address, among others) and Services and Project. Such stored information will not be exposed to the public, and may only be transmitted to third parties for the purpose of achieving the scope agreed herein, and within the limits necessary for that purpose.

8.4. Contracting Party and Talent acknowledge and accept that OLLO may collect and store, according to their internal policies, information available in public databases.

8.5. Talent authorizes the use of their image, free of charge, by OLLO in its publicity and advertising campaigns, in any type of media or means of communication, as long as there is no cost to the Talent.

8.6. OLLO commits to use all reasonable means to guarantee both the confidentiality and the security of Confidential Information and data received, encompassing all the care and caution that would be employed by a similar entity in a similar activity, not being responsible, however, for any losses or damages arising from the actions or omissions of third parties without good faith, notably those who employ illegal or fraudulent means to achieve their objectives. In the event of a breach of confidentiality or data leakage, OLLO commits to use its best efforts and collaborate with any legitimate investigations in order to minimize the negative effects that this fact may have on Contracting Party and Talent.

9. Intellectual Property

9.1. Talent declares and warrants that any and all material produced, designed and delivered to the Contracting Party will be the result of its exclusive creation, or of third parties with whom it has signed the appropriate licensing of rights and intellectual property and therefore has unlimited rights of use and reproduction, for any purpose. Therefore, Talent declares and warrants that they will refrain from using or be inspired by any ideas or materials or similar that are or may be understood as a violation of copyright or intellectual property of third parties, assuming any and all risks, responsibility and obligation, including and mainly before Contracting Party and OLLO and any injured third parties, resulting from their action or omission in this regard, as well as losses, damages and loss of profits.

9.2. OLLO declares and warrants that all material produced and posted by OLLO on the site is of its ownership and/use license. It shall not be presumed that the use of the site or the rendering of the Services means the transfer, either free of charge or upon payment, of these rights to Talent or Contracting Party.

9.3. The signing of the SPA between Talent and Contracting Party, with OLLO as an intervening party, resulting in the creation of the Project’s product by Talent and the payment of fees by Contracting Party, shall imply the transfer of the copyright and intellectual property of the Project’s product to the Contracting Party, who will become its sole holder. Thus, Talent agrees that the fee received by the Project is sufficient to effect the transference of rights and properties resulting from the rendering of services agreed for in the SPA, without any additional conditions or burden, since the costs related to the use of trademarks, patents, licenses or industrial or intellectual property rights, copyrights, trademarks or trade names required or inherent in the scope of services are included in the price.

9.3.1. The rules set forth in this clause also apply to cases in which there is incomplete rendering of services covered by the SPA, due to their early termination, for any reason.

10. General Provisions

10.1. Difference between documents: In case of difference or omission in the information between this instrument and the SPA, the rules set forth in this instrument shall apply.

10.2. Third party links and websites: The site may have links to other internet websites or other resources. Such links will be available as a convenience to Contracting Party or Talent and, since OLLO has no control over such websites or external resources, Contracting Party and Talent recognize and agree that OLLO is not responsible for the availability of such websites or external resources, and does not endorse or is responsible for any content, advertising, products, services or other materials contained or available through such websites or resources, and it is up to the Contracting Party or Talent consult the policy of third party websites before accessing them or providing any type of information.

10.3. Powers to assume obligations: Each party declares that the person signing this instrument has sufficient powers to sign it, and the acts specified herein are duly authorized and are compatible with each party’s documents and rules.

10.4. Independence of provisions: If any provision of this instrument is found to be void, voidable or invalid, no other provision of this instrument will be affected as a result of this and, therefore, the remaining provisions will remain in full force and effect as if such void, voidable or invalid provision was not contained herein.

10.5. Novation: No concession by either party in relation to any default by the other party in performance of any of the provisions of this instrument shall be considered or interpreted as a waiver with respect to any other default, whether of a similar or different nature; or it should act as a novation of this document.

10.6. Nature of the relationship: The relationships established through this site, these Guidelines and Rules of Use, the SPA or any other documents arising from the Services or the Project, directly or indirectly, are strictly of civil nature, with no employment relationship being established between OLLO, Talent or Contracting Party, or between its employees, agents, subcontracted parties, and any other person or entity under the responsibility of any of the parties mentioned above.

10.6.1. Talent shall fully comply with the current legislation, especially labor, tax and social security, bearing all costs related to remuneration, taxes, charges and contributions resulting from the execution of the Project, being exclusively liable before their employees and subcontractors in municipal, state and federal supervisory bodies, requiring the same obligations their subcontracted parties and professionals under their responsibility.

10.6.2. Talent will also be responsible for keeping OLLO, Contracting Party and any third parties free, exempt and indemnified from any liability, demand, claim, action, penalty, indemnity and/or loss of any nature, including legal fees, which they have suffered or given causes, by their employees, subcontracted parties, any professional under their responsibility, or any third parties as a result of non-compliance, for example, but not limited to, its contractual, labor, tax, fiscal and social security obligations, including any fiscal claims from authorities and claims of creditors, of any nature, as a result of the relationship agreed upon herein.

10.7. Force Majeure: If there is an event or circumstance that either party consider to be a Force Majeure event and that affects the development of its obligations under this instrument or SPA, the affected party must immediately notify the other party and at the same time provide its best efforts to comply with their agreed obligations despite the circumstances that occurred. The parties will seek to develop alternative means to proceed with the Services or the Project or to fulfill their obligations and mitigate any deleterious effects or additional costs generated by the Force Majeure situation, but will not implement any alternative solution before obtaining the agreement of the other party.

10.8. Dispute Resolution: In the event of any dispute of any kind between the parties as a result of the relationship set forth in the site, this instrument or the SPA, or relating to its existence, validity or termination, or the execution, whether during the course of the agreed services, or after its conclusion, before or after the termination, waiver or default of the obligations, the parties must try to resolve such dispute, first, within a period of up to 30 (thirty) days from the notification of the dispute by one party to the other, through negotiations. These negotiations should be held first only between the parties and, afterwards, if the parties so decide, with the involvement of a neutral and impartial third person acting as a mediator. The mediator must be chosen by common agreement between the parties, among professionals with good reputation and knowledge regarding the subject matter of the controversy, and the respective costs must be paid by the party against whom the opinion is taken or, if foreseen in the opinion of the mediator, by both parties, according to the opinion issued. At the end of the mediation, if the parties have not been able to reach an agreement, the parties may resort to arbitration or to the courts.

10.9. Jurisdiction: Provided that the above mentioned rules are respected, the parties elect the jurisdiction of the District of São Paulo/SP/Brazil, for urgent measures, excluding any other, however privileged it may be.