Common use of MISCELLANEOUS Clause in Contracts

MISCELLANEOUS. 16.1 Within the framework of its commercial dealings with MBBRAS, the User is obliged to desist from all practices which may lead to penal liability due to fraud or embezzlement, insolvency crimes, crimes in violation of competition, guaranteeing advantages, bribery, acceptance of bribes or other corruption crimes on the part of persons employed by the User or other third parties. In the event of violation of the above, MBBRAS has the right to immediately withdraw from or terminate all legal transactions existing with the User and the right to cancel all negotiations. The above notwithstanding, the User is obliged to adhere to all laws and regulations applicable to both itself and the commercial relationship with MBBRAS. 16.2 The User shall observe the applicable import and export regulations for goods and services on its own responsibility. In the event of an international delivery or service, the User shall bear all applicable customs duties, fees, and other charges. The User shall handle all statutory and official proceedings relating to international deliveries or services on its own responsibility, unless as far as explicitly agreed otherwise. 16.3 The User cannot transfer to third parties any rights or obligations arising from or in connection with the Agreement, or its initiation, without MBBRAS’s prior consent. 16.4 The User can only offset against MBBRAS’s claims or assert retention rights if its right has been recognized by a court through a final and unappealable decision. 16.5 Each Agreement concluded according to these conditions shall remain otherwise in force even if single provisions are legally invalid or in the case of regulatory gaps. If a provision should be invalid or incomplete in full or in part, the parties to the Agreement shall immediately strive to achieve the desired economic effect of the invalid or incomplete provision in another, legally permissible, manner. 16.6 MBBRAS is entitled to transfer the Contract to a Group company. 16.7 The exclusive place of jurisdiction is Central Court of the City of São Paulo, State of São Paulo, Brazil and this contract shall be construed and governed on the basis of Brazilian law. 16.8 In the event of a conflict between this Portuguese version and the English version, the Portuguese version shall prevail.

MISCELLANEOUS. 16.1 Within the framework of its commercial dealings with MBBRAS, the User is obliged to desist from all practices which may lead to penal liability due to fraud or embezzlement, insolvency crimes, crimes in violation of competition, guaranteeing advantages, bribery, acceptance of bribes or other corruption crimes on the part of persons employed by the User or other third parties. In the event of violation of the above, MBBRAS has the right to immediately withdraw from or terminate all legal transactions existing with the User and the right to cancel all negotiations. The above notwithstanding, the User is obliged to adhere to all laws and regulations applicable to both itself and the commercial relationship with MBBRAS. 16.2 The User shall observe the applicable import and export regulations for goods and services on its own responsibility. In the event of an international delivery or service, the User shall bear all applicable customs duties, fees, fees and other charges. The User shall handle all statutory and official proceedings relating to international deliveries or services on its own responsibility, unless as far as explicitly agreed otherwise. 16.3 The User cannot transfer to third parties any rights or obligations arising from or in connection with the Agreement, or its initiation, without MBBRAS’s prior consent. 16.4 The User can only offset against MBBRAS’s claims or assert retention rights if its the User’s right from the same agreement has been recognized by a court through by means of a final and unappealable decisiondecision that is not subject to appeal. 16.5 Each Agreement concluded according to these conditions shall remain otherwise in force binding even if single provisions are legally invalid or in the case of regulatory gaps. If a provision should be invalid or incomplete in full or in part, the parties to the Agreement shall immediately strive to achieve the desired economic effect of the invalid or incomplete provision in another, legally permissible, manner. 16.6 MBBRAS is entitled to transfer the Contract Agreement to a Group company. 16.7 The exclusive place of jurisdiction is the Central Court of the City of São Paulo, State Estate of São Paulo, Brazil and this contract Contract shall be construed governed and governed on interpreted in accordance with the basis of Brazilian law. 16.8 In the event of a conflict between this Portuguese version and the English version, the Portuguese version shall prevail. Annexes: Attachment 1: C_2_ZenZefi-T_Function_20230901 Attachment 2: C_3_ZenZefi-T_SystemRequirements_20230901 If this document was sent electronically, it is valid without a signature.