(VTEX ORDER FORM ANNEX 1)
1.1. By this private instrument, on one side, “VTEX”, the legal entity indicated and identified in ANNEX 1, hereinafter referred to as “CONTRACTOR”, and on the other side, the legal entity indicated and identified in the “SPECIFIC
CONDITIONS – ORDER FORM”, hereinafter referred to as “CONTRACTING PARTY”, have covenanted and agreed to execute this instrument, according to the clauses and conditions set forth below, which the parties read and accepted and to which the parties bound themselves and for their successors under any title whatsoever.
2.1. The adherence of the CONTRACTING PARTY to these “GENERAL CONDITIONS” is formalized by filling out and signing the “SPECIFIC CONDITIONS – ORDER FORM”. The “GENERAL CONDITIONS” and the “SPECIFIC CONDITIONS – ORDER FORM” are herein jointly referred to as “AGREEMENT”. If there is any contradiction or ambiguities between the GENERAL CONDITIONS and the SPECIFIC CONDITIONS – ORDER FORM, the terms of the SPECIFIC CONDITIONS – ORDER FORM shall prevail.
2.2. If the CONTRACTING PARTY operation requires the collection and storage of Personal Information from European Union citizens by any part of the software provided by the CONTRACTOR,
3.1. VTEX hereby undertakes to render the services described in the SPECIFIC CONDITIONS – ORDER FORM to the CONTRACTING PARTY, hereinafter referred to the “SERVICES”.
3.2. If the CONTRACTING PARTY requests the rendering of any service not provided under this AGREEMENT, including, but not limited to the development of a new functionality of VTEX software or an improvement that is not being developed, or the monitoring or performance of any other activity by VTEX, such service will be regarded as a new service to be contracted by the PARTIES, which will be object of a new agreement between the PARTIES.
4.1. CONTRACTING PARTY will pay VTEX, for the SERVICES, all fees indicated in the SPECIFIC CONDITIONS – ORDER FORM, according to the conditions specified therein, upon receipt of an invoice from VTEX.
4.2. If CONTRACTING PARTY fails to make any payment for more than sixty (60) days after the due date and subject to the procedure stated on clauses 9.5 and 9.5.1, VTEX may suspend immediately the rendering of the SERVICES, and at its sole discretion, to terminate the AGREEMENT.
4.2.1. CONTRACTING PARTY shall remain obliged to pay the overdue and unpaid amounts, as long as the SERVICES have been provided by the CONTRACTOR, whether in case of suspension of the SERVICES or in case of termination of the AGREEMENT.
4.3. If there is a variation in the tax levying on the SERVICES during the term of the AGREEMENT that may impact on its economic and financial balance with a variation higher than thirty percent (30%), the PARTIES undertake to renegotiate the contracted values aiming at establishing again the economic and financial balance of the AGREEMENT.
5.1. CONTRACTING PARTY’s obligations are:
5.1.1. To make the payments due under this AGREEMENT on due date and in accordance with the terms indicated in the SPECIFIC CONDITIONS – ORDER FORM.
5.1.2. To inform VTEX about any change in its record data. If there is any change in its data without prior notice to VTEX, VTEX will continue to use, validly, for notices and notifications under the AGREEMENT, the addresses initially stated by the CONTRACTING PARTY.
5.1.3. To manage the operation of its VTEX platform and to manage whatever is deemed necessary and available through the administrative module made available by VTEX.
5.1.4. To be liable for the truthfulness of the information provided upon the execution of this AGREEMENT, including with regard to the ownership of the website and its domain as well as to be liable for the truthfulness and accuracy of the information provided in the SPECIFIC CONDITIONS – ORDER FORM.
5.1.5. To be liable, on an exclusive and full basis, for the activities that will give rise to the receipts to be electronically processed by using the services rendered by VTEX, including but not limited to: quality and origin of the products and services commercialized, full compliance of the contracts originating the receipts, and for any other fact or event deemed relevant for the origination of those receipts, exempting VTEX from any liability with that regard.
5.1.6 To be liable, on an exclusive basis, for the acts performed by its representatives, website developers, managers and/or by any and all person that may have access to the website management password, declaring to be aware that CONTRACTING PARTY will always be liable for such acts, on an exclusive basis.
5.1.7 To arrange for, on its own account and risk, at its sole discretion, as well as incur, on an exclusive basis, with all costs and expenses concerning the hiring and accreditation of the payment methods along with the credit card operators and financial institutions, being liable for the compliance with the requirements from such institutions and/or operators to accept such contracting, expressly undertaking the risk of refusal by the credit card operators and financial institutions.
5.1.8. To comply with Clause 11 below and respective sub clauses (“Anti-Spam Commitment”).
6.1. VTEX shall:
6.1.1. render the SERVICES properly, providing the necessary infrastructure for the operation of the platform, operating regularly, subject to the provisions stated on clause 7.1 below.
6.1.2. make available on the platform the standard functionalities, as well as new functionalities, at least every sixty (60) days, but always aiming at improvements in the system.
6.1.3. provide monthly support to VTEX software. The monthly support corresponds to the performance, by VTEX, of the activities described in clauses 126.96.36.199 to 188.8.131.52 below.
184.108.40.206. Keeping the VTEX software suitable and in accordance with the standard functionalities and eventual improvements.
220.127.116.11. Keeping the platform up and running according to the Service Level Agreement of the Software as a Service (“SLA”) with the goal of 99,5% of availability, being considered for this purpose the critical path of a purchase, and stated in its public status page.
18.104.22.168. Making available new functionalities and/or developments of standard functionalities already existing, according to VTEX’s pre-existing planning, and the CONTRACTING PARTY shall choose to use them or not.
6.1.4. make available online documentation containing description of the main Application Programming Interfaces (“APIs”), to enable the integration of VTEX software with other software.
6.1.5. provide and update knowledge basis for support and guidance on the operation of the platform to enable its best use.
6.1.6. maintain the hosting infrastructure updated and secure in relation to protection programs against third parties’ criminal or irregular activities.
6.1.7. make available to the CONTRACTING PARTY online information for guidance relating to the procedures, use and operation of the platform.
7.1. VTEX is not liable for eventual errors and/or interruptions resulting from the use of VTEX software combined with other software and/or caused by other companies as well as together with other components, interfaces, hardware and/or environments once the interaction of VTEX software with such materials and/or equipment is beyond VTEX’s control. VTEX is also not liable in case of force majeure or acts of God.
7.2. VTEX is not liable for violation of the data and information resulting from (i) acts of employees, representatives or persons authorized by CONTRACTING PARTY to operate the platform, or from (ii) criminal actions or actions by third parties that cannot be avoided for being outside the limits of technical predictability at the time they occur.
7.3. VTEX is not responsible for paying any compensation, reimbursement or indemnity resulting from:
(i) CONTRACTING PARTY’s impossibility to use the SERVICES due to: (a) termination or suspension of this AGREEMENT or end of use or termination of the SERVICES; (b) discontinuation, by VTEX, of providing a specific SERVICE; (c) without prejudice to and in light of any obligation assumed by VTEX based on the SLA, solicitations of SERVICES that have not been made on time by the CONTRACTING PARTY, including in relation to energy failure, interruptions and other failures in the system; (ii) cost of hiring a third party for supplying services or goods; (iii) any investment, disbursement or obligation made or assumed by the CONTRACTING PARTY in relation to this AGREEMENT or the use or access by the CONTRACTING PARTY to the SERVICES; (iv) any non-authorized access, modification, exclusion, destruction, damage, injury or failure in the storage of any of the CONTRACTING PARTY’S content or data.
7.4. VTEX is not liable, under any circumstances, for any indirect, emerging, moral, punitive damage or loss of profit, loss of opportunity or any loss of data, regardless of any notice.
7.5. VTEX is not liable neither for any losses or damages arising from the activities developed by the CONTRACTING PARTY in the platform, nor for its content.
7.6. Without prejudice to and in light of the hypothesis of non-liability established under clauses 7.1 to 7.5 above, which are expressly and automatically excluded from VTEX liabilities, VTEX’s liability for eventual breach of this AGREEMENT or for direct damages shall be limited to the remuneration earned by VTEX from the CONTRACTING PARTY for the SERVICES rendered under this AGREEMENT, taking into account the 12 (twelve) months before the event that gave rise to the indemnity or compensation. This cap on liability is eventually due by VTEX to the CONTRACTING PARTY for direct damages or contractual breach.
7.7 The limitation on liability established in clause 7.6 above shall not apply in case it has been evidenced a misconduct, fraud or gross negligence by VTEX, being applicable the hypothesis of non-liability of clauses 7.1 to 7.5 above.
8.1. VTEX software is protected by law. The ownership and the property rights on VTEX software are owned and shall remain owned exclusively by VTEX, being hereby authorized only the use of VTEX software by CONTRACTING PARTY. CONTRACTING PARTY is aware that it does not acquire hereby any right on VTEX software. CONTRACTING PARTY may only reproduce or copy eventual reference manuals of VTEX software and any written materials furnished by VTEX for internal use. No written, printed or electronic material furnished by VTEX may be reproduced or copied for any other purpose.
8.2. CONTRACTING PARTY cannot modify or remove any sign identifying VTEX trademark as well as its trade name from the places where it appears on VTEX software. Unless otherwise provided for in this clause, no provision contained herein may grant or will be considered as having granted to CONTRACTING PARTY any right, title or any other equity on VTEX trademark and its trade name. CONTRACTING PARTY may not, at any time whatsoever, object to or assist or cooperate with third parties to object to the trademark or the trade name of VTEX or its register, nor may it seek to register any trademark or trade name that can cause confusion by virtue of its similarity, with the trademark or the trade name of VTEX. Any and all goodwill, rights and benefits deriving from or resulting from the use of VTEX trademark and of its trade name will exclusively benefit VTEX. CONTRACTING PARTY does not obtain any right relative to VTEX trademark, unless if otherwise expressly provided for in this AGREEMENT.
8.3. Considering that CONTRACTING PARTY may store its own data on the database of VTEX software, the PARTIES clarify that CONTRACTING PARTY holds such data on a sole and exclusive basis, and VTEX does not hold any ownership rights on such data for being stored on the database of VTEX software.
8.4. VTEX states that it owns all rights over VTEX software which are necessary for the licensing its use for the CONTRACTING PARTY and for the rendering of the SERVICES, being responsible for eventual breach of third party rights arising from the use of the VTEX software by the CONTRACTING PARTY.
8.5. All data stored by the use of VTEX software belongs to the CONTRACTING PARTY who authorizes the sharing of such data in an anonymous manner with VTEX in order to help the improvement of its products and services. The anonymous data, in an aggregated manner, may be used for activating resources such as market comparisons and publications that may assist the comprehension of the data trends, as well as to assist VTEX to measure and evaluate its infrastructure. All information that may identify the CONTRACTING PARTY’s data shall be removed and combined with other anonymous data before being consolidated.
9.1. The AGREEMENT will become in force on the date of execution of the SPECIFIC CONDITIONS – ORDER FORM, remaining in force for the term set forth in the SPECIFIC CONDITIONS– ORDER FORM (“TERM”). If not otherwise agreed in the SPECIFIC CONDITIONS – ORDER FORM, the AGREEMENT will be considered automatically extended for additional periods equivalent to the TERM, and thus successively, unless if one of the PARTIES notifies the other PARTY, in writing, ninety (90) days before the end of the TERM, stating its intention not to renew the AGREEMENT.
9.2. Any of the PARTIES may terminate the AGREEMENT, without being subject to any penalty and/or indemnity, as long as, in case of termination by VTEX, the CONTRACTING PARTY is notified at least one hundred and fifty (180) days in advance and, in case of termination by the CONTRACTING PARTY, the VTEX is notified at least sixty (60) days in advance, by means of a written notification sent in accordance with the terms of this AGREEMENT, subject to the provisions stated on clauses 9.2.1 and 9.2.2 below:
9.2.1. If VTEX decides to terminate the AGREEMENT, the SERVICES will be suspended only by the end of the one hundred and fifty (180) day term indicated in the caput of this clause, unless the PARTIES agree otherwise.
9.2.2. If CONTRACTING PARTY decides to terminate the AGREEMENT, the SERVICES may be discontinued before the end of the sixty (60) day term indicated in the caput of this clause, at CONTRACTING PARTY’s discretion, but in any case, CONTRACTING PARTY shall pay to VTEX the monthly payments related to the whole prior notice term.
9.3. Any of the PARTIES may promptly terminate the AGREEMENT without being subject to any penalty and/or indemnity, and by means of a notice thereon, no prior notice requested, in case of adjudication of bankruptcy or request for judicial restructuring, by any of the PARTIES, or in case any of the PARTIES goes into liquidation. If any of those hypotheses occurs in relation to VTEX, CONTRACTING PARTY will be entitled to have access to the application source code and to VTEX’s framework compiled code.
9.4. Moreover, VTEX may, at its sole discretion and at any time, without being subject to the payment of any penalty or indemnity to CONTRACTING PARTY, promptly terminate this AGREEMENT if it verifies that CONTRACTING PARTY is using the SERVICES in a fraudulent platform, or if the platform is listed by any consumer protection body as electronic platform to be avoided. Under those hypotheses, the contract termination will have immediate effect, and VTEX may, by means of notification to CONTRACTING PARTY, promptly discontinue the rendering of the SERVICES.
9.5. Any of the PARTIES may terminate the AGREEMENT by virtue of an uncured contract breach, subject to the procedure indicated in clause 9.5.1 below:
9.5.1. If any contract breach is verified, the aggrieved PARTY will notify the other PARTY, in writing, about such breach, requesting the cure of such breach within fifteen (15) days as of the notification date. If the breaching PARTY is not able to cure the breach within such term, the aggrieved PARTY may terminate this AGREEMENT.
9.6. The termination of the AGREEMENT, whether by the ending of its TERM without renewal or by rescission or by termination, does not exempt CONTRACTING PARTY from the payment of any due installment, as long as the corresponding SERVICES have been rendered by the CONTRACTOR.
10.1. CONTRACTING PARTY acknowledges being solely liable for the products and/or services offered by it at the platform as well as for the fulfillment of the consumer defense rules within the scope of the activities it develops in the platform. In this context, if VTEX is sued by third parties by virtue of, including but not limited to, defects on the products or services offered by CONTRACTING PARTY or by any supplier of CONTRACTING PARTY, or further, for the non-compliance with the consumer defense rules, CONTRACTING PARTY undertakes to keep VTEX exempted from any Claims.
10.1.1. If VTEX is sued by third parties, CONTRACTING PARTY undertakes to take all the necessary actions to exclude VTEX from being a defendant in the claim. If such exclusion is not possible, CONTRACTING PARTY will bear all the prior approved costs and expenses, including but not limited to attorney fees, which VTEX will have to incur for its defense, anticipating the amounts agreed with VTEX, or if CONTRACTING PARTY cannot anticipate the amounts or pay directly, it will have to reimburse VTEX for the amounts that the latter had already disbursed, within two (2) business days from VTEX’s request. In case VTEX is sentenced, CONTRACTING PARTY shall pay directly the sentence value or anticipate the amounts that VTEX will have to pay; however, if none of such alternatives is possible, CONTRACTING PARTY shall reimburse VTEX, within two (2) business days from VTEX’s request, for all the agreed amounts that it disbursed if sentenced.
11.1. CONTRACTING PARTY is aware that VTEX develops its activities according to the Internet’s best practices, not failing to endeavor efforts to suppress the SPAM practice, including by its customers.
11.1.1. For the purposes of this clause 12, “SPAM” is the sending of email or of any other type of non- authorized electronic message of general nature, for non-requested advertising purposes (mailing list), or for any other purpose, so that it may result in claim from its addresses and/or from any body and/or individual with attributions to battle and prevent such practice.
11.2. Without prejudice to the other obligations eventually provided for in the SPECIFIC CONDITIONS – ORDER FORM, the CONTRACTING PARTY undertakes:
(i) not to send and not to allow the sending of email and/or any type of electronic message characterized as SPAM, under the penalty of prompt suspension of the services hereby contracted, regardless of prior notice or notification by VTEX; and (ii) to be liable for any fine or penalty imposed to VTEX by national and/or international bodies and/or institutes in view of CONTRACTING PARTY’s SPAM practices per se or by any persons related to it, and shall reimburse VTEX for any values eventually incurred by the latter for its exclusion from the list of SPAM forwarders.
12.1. Definition of Confidential Information
(a) “Confidential Information” shall mean all and any document and information supplied or published by the DISCLOSING PARTY to the RECEIVING PARTY in any form or manner, including, but not limited to any and all private information relating to technology from any of the Parties or their affiliates, business plans, agreements, promotional, marketing, financing activities and economic matters, as well as all third party information that any of the Parties or their affiliates are obliged to keep confidential. Confidential Information can also be found in tangible materials, such as drawings, information, specifications, reports and computer programs.
(b) Confidential Information shall not include information that the RECEIVING PARTY proves that:
(i) is legally recognized by the RECEIVING PARTY at the moment of its receipt from the other Party, as demonstrated by written evidence by the R ECEIVING PARTY, produced at the moment without breach of confidentiality;
(ii) is commonly recognized or available to public, regardless of breach or omission by the RECEIVING PARTY;
(iii) can be evidenced by documents that has been developed or created by, or to the employees of, the RECEIVING PARTY or any third party (that did not obtain such information in an illegal or obscure manner) and that did not have access, direct or indirectly, to the Confidential Information; or
(iv) provided to the RECEIVING PARTY by third parties, having right to it, without restrictions to disclosure and without breach any contractual, legal or fiduciary obligations of such third parties. For sake of clarity, the terms of this AGREEMENT are considered Confidential Information.
12.2. Protection to Confidential Information. The PARTIES shall:
(1) take measures to prevent the use, disclosure, dissemination or copy of any Confidential Information, including the development, implementation, maintenance and application of the proceedings and proper policies for protection of any Confidential Information;
(2) use the same measures that it uses to prevent the use, disclosure, dissemination or copy of its own confidential information or information of similar nature to prevent the disclosure of Confidential Information to third parties, but in any way secure measures below the reasonable level;
(3) use the Confidential Information only when necessary and appropriate for the accomplishment of obligations under this AGREEMENT;
(4) do not acquire any express or implicit right to any intellectual property right or any other right, or establish any guarantees over Confidential Information;
(5) inform its employees, agents and contracting parties that execute obligations under this AGREEMENT about the restrictions relating to Confidential Information; and
(6) require that all its agents, employees and contracting parties (including, in case of VTEX, the subcontracting) agree on the confidentiality obligation. Notwithstanding any provision in contrary in this clause, VTEX is authorized to disclose Confidential Information to its employees, agents, affiliates and subcontracting parties that: (a) have real need (to be assessed in good faith) to have knowledge about such Confidential Information in order to execute the obligations under this AGREEMENT; and (b) have legal obligation of keeping the confidentiality of all the information (including of third parties) received by them while performing its obligations not less restricted than the confidentiality obligation that VTEX uses for protect its own information. VTEX shall arrange for the signature of a Non-Disclosure Agreement with all employees and third parties that act directly with the execution of this AGREEMENT, and the CONTRACTING PARTY shall do the same in respect to its employees and third parties. Each Party assumes total responsibility for acts and omissions of its contracting parties and employees regarding all Confidential Information.
12.3. Mandatory Disclosure. Subject to the remaining part of this clause 12, the RECEIVING PARTY may disclose Confidential Information as long as they are requested by law, tribunal order or governmental body. The RECEIVING PARTY shall use its best reasonable and commercial efforts for: (a) maintaining the confidentiality of the Confidential Information by notifying (as long as not prohibited by law) to the DISCLOSING PARTY that shall have the right to intervene in the process for contesting such disclosure; and (b) cooperate with the DISCLOSING PARTY, under DISCLOSING PARTY’s costs, to protect the confidentiality of such Confidential Information. The DISCLOSING PARTY (or any other person to whom such Confidential Information belongs) shall have the right to obtain a protection order or, in another manner, protect the confidentiality of such Confidential Information.
12.4. Notification. The RECEIVING PARTY shall notify as soon as possible the DISCLOSING PARTY in case of any suspicion, disclosure or loss of Confidential Information beyond what is allowed under this AGREEMENT.
12.5. Return of Confidential Information. Subject to the ordinary practice of maintaining backup of information for purposes of archive of each Party, and as long as expressly authorized by the other Party, in case of termination or end of this AGREEMENT, in whole or partially, or upon the DISCLOSING PARTY’s request at any moment, the RECEIVING PARTY shall promptly return or destroy, according to the DISCLOSING PARTY’s instructions, all and any Confidential Information and its respective copies, as long as the RECEIVING PARTY may keep one copy for use only in case of disagreement between the Parties arising from this AGREEMENT and as a necessary measure to comply with the law.
12.6. Emergency Measure. The PARTIES recognize that the breach or omission of the respective obligations under this clause 13 may, for its nature and serious implications, cause immediate and unrecoverable damages to the other Party that may not be properly compensated, and that, in eventual breach or omission in addition to all legal instruments and equity, the damaged Party shall have the right to request an emergency measure for any tribunal within the competent jurisdiction without the need to prove real damages or provide bail or any other guarantee. If a tribunal of the competent jurisdiction believes that any of the Parties of this AGREEMENT contributed for the breach or omission (or tried or threatened) of such obligations, the Party that caused the damage agrees in not opposing any mandatory order issued by the tribunal within the competent jurisdiction.
12.7. Term. The obligations of the PARTIES in respect to Confidential Information in this clause shall remain in full force and effect during this AGREEMENT and for additional five (5) years after its termination.
13.1. The PARTIES agree that these “GENERAL CONDITIONS”, together with the “SPECIFIC CONDITIONS – ORDER FORM” constitute the entire agreement between the PARTIES in relation to the issues dealt with herein, prevailing over any and all understandings, whether oral or written, and other notices between the PARTIES in relation to the subject contemplated herein, and may be amended only by means of written consent of the PARTIES.
13.2. The AGREEMENT does not constitute a company, an association, a joint venture, a partnership or another formal business relationship or an entity of any nature, nor does it constitute an obligation to create any of such relationship or entities. Each PARTY will act in the capacity of independent contractor, and not as representative of another PARTY for any purpose.
13.3. If any of the PARTIES fails to require within the due time the fulfillment of any provisions of the AGREEMENT, or of any rights related to them, or fails to exercise any right provided for herein, this will not be considered novation or waiver of such provisions, rights or entitlements, and will not affect by any means whatsoever the validity of the AGREEMENT.
13.4. The rights related to the AGREEMENT cannot be transferred or assigned, in the whole or in part, to third parties, except under the hypotheses provided for in this instrument, pursuant to written authorization from the PARTIES.
13.5. This AGREEMENT is executed on an irrevocable basis, binding the PARTIES, heirs and successors at any title.
13.6. If any provision of this AGREEMENT is null or ineffective, such invalidity will not affect the other provisions of the AGREEMENT, which will remain valid and in force with respect to all the other provisions.
13.7. This AGREEMENT is executed on a non-exclusive basis, and thus, the PARTIES are free to execute similar agreements with third parties or any other type of agreement with the same purpose and object.
13.8. The AGREEMENT is executed on an irrevocable and irreversible basis in all its terms, clauses and conditions.
13.9. Each PARTY undertakes not to contract, solicit or even make any job proposal to an employee or any service provider of the other PARTY, and not to encourage an employee or a service provider of the other PARTY to terminate its agreement with such PARTY during the term of the AGREEMENT and for a twenty-four (24) month term after its termination or rescission, under the penalty of being compelled to pay the other PARTY a penalty in the amount equivalent to twelve (12) times the amount of the latest remuneration received by the professional, unless there is an express authorization from the relevant PARTY.
13.10. All the notifications under this AGREEMENT shall be made in writing and shall be deemed delivered to the addressee (i) whenever delivered on hand of a representative of the addressee; or (ii) at the end of the third business day after the date of sending pursuant to courier services internationally known; or (iii) whenever sent by email, against acknowledgment of receipt, and under this case, a copy of the notification shall be further sent to the addressee under the terms of items “i” and/or “ii” above.
13.11. CONTRACTING PARTY undertakes to include VTEX’s signature, in the form of its logo, containing a hyperlink to its website, in all items accessible to the users of VTEX software during the term of the AGREEMENT.
13.12. VTEX, its representatives or employees do not maintain any employment relationship with the CONTRACTING PARTY. Therefore, the CONTRACTING PARTY is not subject to any rights or obligations arising from labor legislation in respect to VTEX’s employees, collaborators or subcontractors, nor arising from labor accidents, no matter where they took place. Thus, VTEX liability is solely and exclusively for the taxes or liens of social security and/or labor nature deriving from this AGREEMENT related to the personnel to be employed in the performance of the SERVICES. The CONTRACTING PARTY is not liable, not even severally or in a subsidiary manner, for eventual breach of such obligations, as long as VTEX has not been part to the dispute and has been promptly informed in order to take the necessary measures. In case the CONTRACTING PARTY is condemned, VTEX shall pay the due amount directly, or anticipate the amounts, however, if any of these hypothesis is possible, VTEX shall reimburse the CONTRACTING PARTY within two (2) business days of the request by the CONTRACTING PARTY, of all the amounts that have been paid in regard to an eventual condemnation.
13.13. This AGREEMENT prevails and substitutes all and any previous understandings about the same object.
13.14. The AGREEMENT shall be governed and construed as indicated in Annex 1.
13.15. The PARTIES elect the jurisdiction indicated in Annex 1, to settle any disputes or issues deriving from this AGREEMENT.