Terms of Responsibility and Participation

Overview and Activities

VOISS MARKET INTELLIGENCE LTDA, also known as “VOISS MARKET INTELLIGENCE LTDA”,

assists companies from various sectors, called “Clients”, to obtain information about the market scenario of their interest, called “Project”, promoting meetings between these Clients and professionals with specific knowledge of these segments, called “Experts”, through conference calls, video conferences, online group discussions, public or private meetings or other events, as requested by the Clients. By agreeing to this instrument, the Expert connects to the VOISS INTELIGÊNCIA DE MERCADO LTDA Experts network and declares and acknowledges that he/she is aware of the content of this instrument, assuming responsibility for it, and that he/she is bound by these Terms and Conditions.

References

To participate in the VOISS INTELIGÊNCIA DE MERCADO LTDA network of experts, candidates will be asked to provide information about their professional background and performance, with the presentation of references about their area of ​​expertise, declaration of potential conflicts of interest and impediments, among others, related to Clients or Projects, as applicable.

Relationship

The Specialist is an independent professional and will not have any employment, corporate, associative or other type of relationship with VOISS INTELIGÊNCIA DE MERCADO LTDA. His/her participation in the VOISS INTELIGÊNCIA DE MERCADO LTDA network of specialists does not constitute, nor assume, the existence of any relationship of representation, management, fiscal and/or employment, and/or any associative relationship between the Specialist and VOISS INTELIGÊNCIA DE MERCADO LTDA.

The Specialist is not a representative or agent of VOISS INTELIGÊNCIA DE MERCADO LTDA, and has no authority to act or respond on behalf of the company before third parties, including Clients. VOISS INTELIGÊNCIA DE MERCADO LTDA acts as an intermediary between Clients and Specialists, connecting them so that they can carry out Projects together. The company does not participate in the interactions between the two and is not responsible for the content of the Projects.

The company does not participate in interactions between Specialist and Client and is not responsible for the content of the Projects and the technical quality of the information provided, which are the sole responsibility of the company.

This relationship does not presuppose an employment relationship between the Specialist and VOISS INTELIGÊNCIA DE MERCADO LTDA in accordance with article 442-B of the Consolidation of Labor Laws, and is regulated by the Civil Code.

Expert Impediments

• The Specialist must refrain from participating in any Project that:
• Present a conflict of interest;
• May violate agreements or obligations with third parties;
• Demand the disclosure of confidential or sensitive information;
• Require the disclosure of public or non-public information from public companies or that violates laws or regulations; or
• Be carried out by a company in which the Specialist holds any position. A conflict of interest occurs when the Specialist can influence a decision of the Client that results or may result in any personal benefit, direct or indirect, for himself or for third parties.

In addition to the above restrictions, the Specialist must refrain from participating in any Project involving a company in which the Specialist holds any position within the company. The Specialist must also refrain from participating in any Project involving companies that the Specialist has audited in the last 3 (three) years.

The Specialist must immediately inform VOISS INTELIGÊNCIA DE MERCADO LTDA of any situation that may constitute a conflict of interest, whether or not provided for in the rules above. The assessment of conflicts of interest is the sole responsibility of the Specialist, who is also responsible for any damages arising from this conflict.

Limits of Action

The Expert's role should be limited to providing technical support in the assessment of relevant aspects of the Project, based on his/her experience in the area of ​​activity. The Expert should not issue his/her own opinions or advise the Client on decision-making regarding the Project.

Specialist should not address or treat:

• Confidential information, even from third parties, especially trade secrets, contracts, corporate or financial transactions, and any other information from companies with which the Specialist has any type of link and which is not public;
• Legal analysis;
• Classes of assets and securities, specific securities and service providers within the securities market;
• Accounting, medical or financial consultancy.

The Specialist must always act in the Project in a manner that complies with all laws, regulations, agreements and obligations. If the Specialist has any doubts about what a Project is about, or if he/she believes that his/her participation in the Project may violate any law, regulation, agreement, VOISS INTELIGÊNCIA DE MERCADO LTDA policy or any other obligation, the Specialist must cease his/her participation in the Project and immediately notify VOISS INTELIGÊNCIA DE MERCADO LTDA.

The Specialist must obtain all necessary authorizations from their employers, companies or associations, including exclusivity, to participate in each Project. The Specialist must consult VOISS INTELIGÊNCIA DE MERCADO LTDA before initiating any interaction with the Client within the scope of the Services.

The Expert must refrain from interacting with the Client if any authorization is pending or denied.

Experts’ Representations and Warranties

The Specialist declares that all information provided to VOISS INTELIGÊNCIA DE MERCADO LTDA., as well as all documentation eventually presented, are true, and may incur a crime provided for in the Penal Code (art. 299) in the event of “omitting, in a public or private document, a statement that should be included therein, or inserting or causing to be inserted a false statement or one different from that which should be written, with the purpose of harming a right, creating an obligation or altering the truth about a legally relevant fact”, bearing all criminal and civil consequences arising from the act/omission.

The Specialist undertakes to act with integrity in accordance with current legislation and ethical principles. In addition, the Specialist declares that he/she has impeccable conduct, is committed to integrity, and seeks the best practices of ethics and transparency in both technical training and conduct.

The Specialist declares that all information and documents provided to VOISS INTELIGÊNCIA DE MERCADO LTDA regarding his/her academic background and professional qualifications are true, as well as those available in public sources (such as Linkedin and Lattes), and that they are sufficient in all aspects (such as the name of the companies where he/she has worked, description of functions and start and end dates of each experience, among others); and that the Specialist will immediately update any information that is modified in any relevant aspect.

The expert has the power to establish the aforementioned “Terms and Conditions”, in addition to respecting and following all obligations stipulated in this document. The Expert acknowledges that he/she does not and will not engage in any illicit activity in compliance with the law and regulations in force, including, without limitation, those provided for in the Brazilian Penal Code, Law No. 12,846/2013 (Anti-Corruption Law), Law No. 9,613/1999, as well as the rules and instructions of the Brazilian Securities and Exchange Commission (CVM), the Administrative Council for Economic Defense (CADE) and the Central Bank of Brazil (BCB) and other relevant legislation. The Expert declares that he/she is aware of the Code of Ethics and Privacy and Data Protection Policy of VOISS INTELIGÊNCIA DE MERCADO LTDA and expressly expresses his/her acceptance, agreement and compliance with its terms.

Confidentiality

All information to which the Specialist has access through VOISS INTELIGÊNCIA DE MERCADO LTDA or any Client is confidential and must be used only for the purposes of the Project, as per the paragraphs below. Such paragraphs also apply to VOISS INTELIGÊNCIA DE MERCADO LTDA in relation to information provided by the Specialist in a private manner and classified by him as confidential.

The Specialist undertakes to maintain the confidentiality of all information related to the Projects in which he/she is or has been involved, including information about Clients, processes, contracts, business, activities, industrial designs, know-how, software, source codes, schemes, technical analyses, reports, prototypes, compilations, studies, notes, memoranda, tools, records and documents, filed or obtained in any way. The Specialist must adopt the necessary security measures to protect the confidentiality of this information. Always observing what the law provides. Therefore, the Specialist must comply with the following:

1. protect and consider as confidential the information received from the client, preventing unauthorized third party access,
2. upon receiving the information, use it only for what the project requires, (iii) not pass on the information, except to VOISS INTELIGÊNCIA DE MERCADO LTDA in the case of its directors, advisors, employees or advisors, when they need it, (iv) inform the client as soon as any information is made public or acquired by a third party without authorization,
3. not to disclose such information or any part thereof, including, but not limited to, in a manner that provides, for oneself or for others, undue advantage, through trading, on one's own behalf or on behalf of third parties, in securities,
4. not to make any copy or reproduction of the information, by any means. Upon request of the Client, the Specialist will have to return or destroy received information and copies of any media, and after that, declare that he has taken such action. The following circumstances are not subject to the above mentioned items: (i) if the information is or becomes widely available to the public in a way other than unauthorized disclosure by the Specialist;
5. if it is already in the Expert’s possession before he or she becomes aware of the Project; (iii) becomes available to the Expert from a non-confidential source other than the Client, provided that such source does not have a direct, indirect or implied connection or is prevented by an obligation of confidentiality;
6. if disclosure is required by law, court or governmental order, in which case the Specialist shall promptly inform the Client and VOISS INTELIGÊNCIA DE MERCADO LTDA and take all legal measures to prevent such disclosure.

The responsibility to maintain confidentiality will remain in force even after the completion of the Project or your disengagement from the VOISS INTELIGÊNCIA DE MERCADO LTDA network of experts. Any external disclosure of confidential data related to VOISS INTELIGÊNCIA DE MERCADO LTDA, its Clients or collaborators will require explicit authorization from VOISS INTELIGÊNCIA DE MERCADO LTDA and/or the respective Client or partner.

Privacy and Protection of Personal Data

The Specialist, on his/her own behalf and on behalf of his/her collaborators, undertakes to act in this contract in accordance with the current legislation on Personal Data Protection and the determinations of regulatory/supervisory bodies on the matter, in particular Law 13.709/2018, in addition to other data protection rules and policies, where there is any type of processing of data of natural persons. When handling data, the Specialist undertakes to:

1. Process the personal data you have access to from collection to disposal,
2. Maintain and use appropriate and sufficient administrative, technical and physical security measures to protect the confidentiality and integrity of all personal data maintained or consulted/transmitted electronically, to ensure the protection of such data against unauthorized access, destruction, use, modification, disclosure or accidental or undue loss,
3. Access data within its scope and to the extent covered by its access permission (authorization) and that personal data cannot be read, copied, modified or removed without express written authorization from VOISS INTELIGÊNCIA DE MERCADO LTDA. or the Customer;
4. Guarantee the confidentiality of processed data, as well as keeping any personal data strictly confidential and not using them for other purposes, with the exception of the provision of services within the scope of this contract.

Personal data may not be disclosed to third parties, except with prior written authorization from VOISS INTELIGÊNCIA DE MERCADO LTDA. or the Client, whether directly or indirectly, whether through the distribution of copies, summaries, compilations, extracts, analyses, studies or other means that contain or otherwise reflect said Information.

If VOISS INTELIGÊNCIA DE MERCADO LTDA is held liable, suffers damage or loss due to any failure to comply, by action or omission, with legal, regulatory or contractual obligations related to the protection of Personal Data processed within the scope of this Term, including administrative sanctions and convictions in judicial or arbitration proceedings, VOISS INTELIGÊNCIA DE MERCADO LTDA shall be compensated by the Specialist for the full amount of the losses and damages suffered, including amounts with any convictions, agreements, conduct adjustment terms, legal costs, attorney's fees, expert fees and other expenses arising directly or indirectly from such failure to comply by the Specialist.

Likewise, VOISS INTELIGÊNCIA DE MERCADO LTDA. undertakes to comply with the rules set out in this item in relation to the Specialist's personal data processed by it.

 

Compliance 

The Specialist declares to be familiar with the corruption prevention rules provided for in Brazilian legislation, including the Administrative Misconduct Law (Law No. 8,429/1992) and Law No. 12,846/2013 and their regulations (together, “Anti-Corruption Laws”) and undertakes to comply with them faithfully. Additionally, the Specialist declares to be familiar with the code of ethics and conduct and other policies of Compliance of VOISS INTELIGÊNCIA DE MERCADO LTDA, whose rules you are obliged to faithfully comply with. Without prejudice to the obligation to comply with the provisions of the code of ethics and conduct and other policies, the Specialist is hereby obliged to:

(i) not to give, offer or promise any valuable asset or advantage of any nature to public agents or persons related to them or any other persons, companies and/or private entities, with the aim of obtaining undue advantage, influencing an act or decision or directing business illicitly and 

(ii) adopt best practices for monitoring and verifying compliance with anti-corruption laws, with the aim of preventing acts of corruption, fraud, illicit practices or money laundering.

 Proven breach of any of the obligations set forth above is grounds for unilateral termination of this agreement, without prejudice to the collection of losses and damages caused to the innocent party.

The Specialist represents and warrants that he/she will not pay, promise to pay, authorize the payment of, give, promise to give, or authorize the giving of any amount to any government official for the purpose of: 

(i) influence any act or decision of such government official; 

(ii) induce such government official to do or refrain from doing any act in violation of such official's lawful duty; 

(iii) secure any undue advantage; 

(iv) induce such government official to use his or her influence to affect or influence any act or decision.

Also, the Specialist declares and guarantees that he does not employ and does not use, under any modality:

(i) public servant, and that no public servant has any share in the corporate structure;

(ii) any employee of the CVM, BCB, SEC or any other entities, who provides privileged and/or confidential information

The Expert declares his/her knowledge that the non-observance, non-compliance or transgression of the laws for the prevention of corruption provided for in Brazilian legislation, including the Law on Administrative Improbity (Law No. 8,429/1992) and Law No. 12,846/2013 and their regulations (together, “Anti-Corruption Laws”), as well as the Code of Ethics and Conduct and policies of Compliance of VOISS INTELIGÊNCIA DE MERCADO LTDA, which may generate any type of loss to the Client, third parties or Public Authorities, will be its sole responsibility, and may be held administratively, civilly and criminally liable, in addition to bearing any material or moral losses that VOISS INTELIGÊNCIA DE MERCADO LTDA. may suffer. 

Non-Competition and Non-Solicitation

All communications with Clients must be conducted through VOISS INTELIGÊNCIA DE MERCADO LTDA. In the event that Clients directly request positions and/or clarifications about a Project, the Professional must immediately notify VOISS INTELIGÊNCIA DE MERCADO LTDA and forward the Client's contact to a representative designated by VOISS INTELIGÊNCIA DE MERCADO LTDA.

VOISS INTELIGÊNCIA DE MERCADO LTDA will not assume responsibility for the payment of any remuneration to the Specialist for activities related to a Project that has not been presented by VOISS INTELIGÊNCIA DE MERCADO LTDA.

Third Party Contact

The Specialist is not authorized, during the execution of a Project, to establish communication with employees or managers of any company, in order to obtain details about said company in relation to the scope of the Project or its progress.

Benefit of VOISS INTELIGÊNCIA DE MERCADO LTDA and its Customers

The parties acknowledge that acceptance of these Terms and Conditions benefits everyone, including VOISS INTELIGÊNCIA DE MERCADO LTDA Customers.

At the discretion of the Clients, the Expert may be requested from time to time to confirm his/her adherence to and compliance with the provisions of these Terms and Conditions as a requirement for participating in a Project, including for the completion thereof.

Payment to Experts

VOISS INTELIGÊNCIA DE MERCADO LTDA will compensate the Professional's Services with an amount per hour worked in Meetings, previously agreed between the parties at the time of proposing a Project.

VOISS INTELIGÊNCIA DE MERCADO LTDA maintains the right to withhold payment in the event that the Professional violates the conditions established in this document, without waiving other remedial measures as stipulated in the “Specific Performance / Limitation of Liability” section.

The accounting of time for remuneration to the Specialist within the scope of the Project will be limited to the period in which the Specialist is in communication with the Client, as intermediated by VOISS INTELIGÊNCIA DE MERCADO LTDA.

The Expert shall not be permitted to charge for time spent on research or any preparation undertaken in advance of a face-to-face or virtual meeting. The Expert shall not be entitled to any additional compensation, indemnity or payment beyond the amount previously agreed upon per hour with VOISS INTELIGÊNCIA DE MERCADO LTDA during the presentation and acceptance of the Project.

After the completion of a Project, a “Research Associate” from VOISS INTELIGÊNCIA DE MERCADO LTDA will contact the Specialist to verify the time effectively dedicated to the Project. The Specialist will deliver the report containing the sessions held with the Client and the time of each one, for the purposes of forwarding to the Client and remuneration of the Specialist.

If there is any discrepancy presented by the Client, the Specialist will be asked for information and review of the report, so that once approved by the Client, payment can be made to the Specialist. Payment to the Specialist will only be made within 15 business days after verification and confirmation of this information.

Specific Performance and Limitation of Liability

VOISS INTELIGÊNCIA DE MERCADO LTDA has the right to seek appropriate compensation, through judicial or extrajudicial means, without the need for prior notice, if the Specialist fails to comply with the obligations stipulated in this document.

Given that VOISS INTELIGÊNCIA DE MERCADO LTDA has no involvement, intervention or knowledge regarding the content covered in each Project, the Specialist assumes responsibility for all actual damages or losses that may be caused.

VOISS INTELIGÊNCIA DE MERCADO LTDA arising from its actions in relation to VOISS INTELIGÊNCIA DE MERCADO LTDA and/or any Client, whether due to negligence or bad faith. This includes liability for the content of its consultancy to any Client, before third parties or other Clients, subject to compensation for losses and damages, as well as lost profits, without prejudice to other sanctions established by law.

The Specialist agrees to assume the defense, indemnify and hold harmless VOISS INTELIGÊNCIA DE MERCADO LTDA, its controllers and its Clients from all demands, costs and expenses, comprehensively, resulting from its violation of any provision of these Terms and Conditions. This includes any damage it may cause in the development of any Project, including, without limitation, violations of the duty of confidentiality and acting in a conflict of interest.

In the event of a lawsuit filed by the Client against the Specialist and VOISS INTELIGÊNCIA DE MERCADO LTDA., due to the Specialist's action, omission due to fault or intent, the latter undertakes to request the exclusion of VOISS INTELIGÊNCIA DE MERCADO LTDA. from the passive pole, assuming full responsibility for the defense and other procedural acts, as well as for compensation for material or moral damages that may be ordered and costs of the lawsuit and attorney's fees.

Governing Law and Jurisdiction

The clauses contained in these Terms and Conditions, as well as any other related documents, shall be governed, interpreted and enforced in accordance with the laws of the Federative Republic of Brazil. Any action related to these Terms and Conditions shall be conducted in the jurisdiction of the city of São Paulo, and the Parties expressly waive any other jurisdiction, however privileged it may be or may become.

Independence of Clauses

If any provision of these Terms and Conditions is declared or considered invalid, illegal, unenforceable or void, both parties shall be exempt from the obligations arising from such provision, but only to the extent that it is invalid, illegal, unenforceable or void. It is the understanding and agreement between the parties that these Terms and Conditions shall be deemed to have been amended by modifying the invalid provision to the extent necessary to make it valid, legal and enforceable, while preserving its intent. If this is not possible, the invalid provision shall be replaced by another valid, legal, enforceable provision that achieves the same objective.

Entire Agreement

These Terms and Conditions represent the entire understanding between the Parties in relation to the aforementioned subject matter, replacing and consolidating all previous proposals, understandings and any other agreements, both verbal and written, between the parties that relate to the subject matter under discussion.

Changes

These Terms and Conditions may be modified exclusively by VOISS INTELIGÊNCIA DE MERCADO LTDA. If any changes occur, the updated Terms and Conditions will be published on the VOISS INTELIGÊNCIA DE MERCADO LTDA website, and the Specialist must express agreement with the modifications before engaging in any other Project.

The Expert declares that he has read, understood and agrees with these Terms and Conditions