INTERNATIONAL RESELLER PROGRAM AGREEMENT – RD STATION

This Agreement sets forth the general terms and conditions for participation in the RD Station’s International Reseller Program. By accepting these terms, the individual or legal entity (“You” or the “Partner”) agrees to be bound by all provisions of this Agreement, offered by RD GESTÃO E SISTEMAS S.A. (“RD Station”), a corporation organized under the laws of Brazil, registered with CNPJ/MF No. 13.021.784/0001-86, with its principal place of business at Rodovia Virgílio Várzea, 587, 3rd Floor, Suite 302, Saco Grande, Florianópolis – SC, CEP 88032-001, Brazil.

By accepting this Agreement, You affirm that You are at least 18 years old. If You are accepting these terms on behalf of a legal entity, You represent and warrant that You are legally authorized to bind such entity and that such entity agrees to be bound by this Agreement.

1. PURPOSE OF THE PARTNERSHIP

1.1. Pursuant to Articles 710 through 721 of the Brazilian Civil Code (Law No. 10,406/2002), RD Station hereby authorizes the Partner to promote and market its products and services in accordance with the terms set forth in this Agreement.

1.2. The Partner shall act independently and shall not have any employment, exclusivity, territorial, or customer portfolio rights. RD Station reserves the right to engage multiple Partners in the same market or territory.

1.3. This authorization does not grant the Partner any legal representation or agency authority on behalf of RD Station for any purpose.

2. PARTNERS PROGRAM POLICIES

2.1. The Partner’s participation in the Program is subject to the terms of this Agreement and to the Policies that form an integral and binding part of this Agreement, as set forth below:

3. PROGRAM STRUCTURE

3.1. This Agreement governs the rights and obligations of the Parties with respect to the promotion and sale of RD Station products. The Partner shall be responsible for prospecting, qualifying, presenting, proposing, negotiating, and closing transactions with prospective customers.

3.2. The Program consists of two categories: Reseller and Premium Reseller.

3.2.1. The Partner shall be initially classified as a Reseller. Advancement to or maintenance of Premium Reseller status shall depend on the Partner’s performance and full compliance with RD Station’s eligibility requirements.

3.2.2. RD Station may reclassify the Partner’s status at any time during the term of this Agreement should the Partner fail to meet the applicable requirements. Any such reclassification may result in a change to the Partner’s benefits. The Premium Reseller category shall be reviewed at six (6)-month intervals.

3.2.3. Partner category reviews shall be conducted every twelve (12) months for Resellers and every six (6) months for Premium Resellers.

3.2.4. Should the Partner fail to meet the minimum criteria for the Reseller category, RD Station may terminate this Agreement by providing thirty (30) days’ prior written notice.

3.3. RD Station reserves the right to conduct audits to verify the accuracy of the information submitted by the Partner with respect to program requirements. The Partner shall provide supporting documentation upon request within the time period specified by RD Station.

3.3.1. If the Partner fails to provide the requested documentation or submits false information, RD Station may immediately terminate this Agreement. RD Station shall be entitled to a full refund of any excess commissions or improperly granted benefits, adjusted in accordance with the General Price Index – Market (IGP-M/FGV), plus interest at the rate of one percent (1%) per month until full payment is made.

4. COMMISSION CALCULATION

4.1 The eligibility for commissions shall be governed by the terms of the Benefits Policy.

4.2. Commissions not withdrawn by the Partner within the time period stipulated in the Benefits Policy shall be automatically forfeited, and the Partner shall have no further claim to such amounts.

5. PARTNER OBLIGATIONS

5.1. Without prejudice to legal obligations or those established in other clauses of this Agreement, the Partner agrees to:

a) Pay all taxes arising from the services rendered under this Agreement, as applicable;

b) Pay all labor and social security charges related to the workforce engaged in the execution of this partnership, including those arising from work-related accidents;

c) Remain in good standing with RD Station regarding invoices issued for differences between the benefits of the Partner’s category and the plans/packages/seats used. In case of default, the Partner acknowledges that RD Station may, without prior notice, withhold or block amounts until the balance is settled or use the existing commission balance to offset the overdue amount;

d) Be liable for all acts performed by itself, its employees, agents, representatives, or partners that cause damage of any kind to RD Station or third parties during the term of this Agreement;

e) Ensure its professionals are adequately trained and kept up to date to fulfill the purposes of this Agreement;

f) Provide, upon request, an updated list of active resales carried out by the Partner;

g) Notify RD Station immediately upon the completion of each sale;

h) Issue, when requested or required under this Agreement, informational reports related to the subject matter hereof, as requested from time to time;

i) Submit, upon request, valid negative certificates for federal, state, and municipal tax liabilities, acknowledging that failure to comply may result in withheld commission payments;

j) Fully comply with this Agreement, including the Policies referenced in Clause 2.1, as well as applicable legislation and third-party rights;

k) Keep its contact and registration information with RD Station up to date at all times, including, but not limited to, address, phone number, and email address;

l) Maintain a corporate bank account authorized to receive payments in U.S. dollars (USD) for commission purposes; If the Partner lacks such an account, it shall be responsible for identifying a financial institution that supports USD transfers;

m) Use the benefit accounts for RD Station Marketing and RD Station CRM products exclusively for its own business. Benefits must be applied solely to the Partner’s registered domains or websites within the Partners Program. Non-compliance may result in immediate removal from the Program;

n) Refrain from contracting any RD Station services on behalf of third parties. In such cases, the Partner agrees to bear all resulting charges, such as cancellation fees, early termination penalties, or other account-related costs, and may also be subject to removal from the Partner Program;

o) Not create a Partner Program account using third-party or personal information. Any such occurrence may result in the immediate termination of this Agreement;

p) Redeem earned commissions within 12 (twelve) months from the date they become available. After this deadline, the Partner forfeits any right to the unpaid amount, and RD Station shall have no further payment obligation;

q) Comply with the Brazilian General Data Protection Law (Federal Law No. 13,709/2018) and any other applicable data protection laws, including the obligation to obtain consent or fulfill other legal requirements for lawful data processing. The Partner is fully responsible for personal data processing carried out directly or by any resellers acting on its behalf.

6. RD STATION OBLIGATIONS

6.1 Without prejudice to legal obligations or other clauses of this Agreement, RD Station agrees to:

a) Provide, upon request, the necessary product information to help the Partner keep its customers informed;

b) Notify the Partner of any updates to the Policies, including changes to benefits and eligibility criteria;

c) Retain sole discretion over the supply of products to the Partner. RD Station may modify or discontinue product offerings and features without prior consent from the Partner, but shall provide notice of such changes;

d) Shall not be obligated to release updated product versions or provide customizations to meet the specific requirements of the Partner or any prospective customer;

e) Remit commission payments in accordance with this Agreement.

6.2 Compensation to the Partner: RD Station shall not pay the Partner beyond the commissions stipulated herein. The Partner shall bear all necessary expenses associated with fulfilling its obligations, including but not limited to personnel costs and related charges.

7. TERM

7.1. This Agreement shall remain in effect for an indefinite period unless either Party provides written notice of its intent not to renew by the final day of the then-current term.

8. RESCISSION (TERMINATION WITHOUT CAUSE)

8.1. Any Party may, regardless of motivation, rescind this instrument without any burden or obligation to compensate. Provided that it notifies the opposing party in writing 30 (thirty) days in advance, during which time the reciprocal obligation will remain in force.

9. TERMINATION

9.1. RD STATION may terminate this instrument upon simple written notification in the following cases:

a) Default by the PARTNER of any obligation provided for in this contract when the fault is not remedied after 30 (thirty) days counting from the notification sent by RD advising to take action;

b) Immediate termination if the PARTNER assigns full or partial execution of this contract to third parties, even informally, without RD’s prior written consent;

c) f the PARTNER has a bankruptcy petition, judicial or extrajudicial liquidation filed against it, or even for judicial recovery, resulting in immediate termination of the contract;

d) If the PARTNER is definitively convicted in a lawsuit mentioned in the previous paragraph, which affects the operation or business of RD or its good name and reputation;

e) Submission by the PARTNER of fraudulent or false reports and statements concerning RD, including, without limitation, claims for any credit, rebate, incentive, discount, or other payment on your behalf;

f) Failure by the PARTNER to comply with the personal data protection provisions of this Agreement, or violation of the Brazilian General Data Protection Law (LGPD – Federal Law No. 13,709/2018) or any other applicable data protection laws; and

g) Subscribing to accounts for the agency’s clients using your details.

9.2. The PARTNER may terminate this instrument upon simple written notification in the following cases:

a) Default by RD of any obligation provided for in this contract when the fault is not remedied after 30 (thirty) days counting from the notification sent to RD to take action;

b) If RD has against itself a request for bankruptcy, judicial or extrajudicial liquidation, or even for judicial recovery.

9.3. No commission or benefit will be due to the PARTNER after the termination of the contract, even in cases where the PARTNER’s clients make payments after the termination date.

9.4. No commission or benefit will be due to the PARTNER after the termination of the contract, even in cases where the PARTNER’s clients make payments after the termination date.9.4. In the event of termination due to RD Station’s fault or at its sole discretion, the Partner shall remain entitled to commissions related to payments received from resellers prior to the effective termination date. Commissions shall not be payable for transactions initiated or concluded after termination. Payments are limited to sales commissions governed by the Commissioning Policy.

9.4.1. To receive any commission due, the Partner must comply with the invoicing deadlines communicated by email. Failure to meet these deadlines shall result in forfeiture of the related payment.

10. PENALTIES

10.1. The Partner shall indemnify RD Station for any and all damages, including but not limited to material damages, moral damages, lost profits, and other losses arising from this Agreement.

10.2 The obligation to indemnify includes any court judgments RD Station may incur due to the actions of the Partner, including monetary compensation, legal fees, and court costs.

10.3 Without prejudice to applicable civil and criminal penalties, a liquidated damages clause of USD 2,000.00 (two thousand U.S. dollars) shall apply in the event of unauthorized or improper use of any RD Station system or trademarks, whether by the Partner, its agents, employees, or other representatives. Additional indemnification may apply where damages exceed this amount.

11. INTELLECTUAL PROPERTY

11.1. The PARTNER acknowledges that the Intellectual Property of all products and services that will be promoted by the PARTNER under the terms of this instrument belong wholly and exclusively to RD.

11.2. None of the provisions of this Agreement shall be interpreted as a form of licensing or assignment of intellectual property rights by either Party. In effect, each Party will remain the sole and exclusive owner of their respective intellectual property rights.

11.3. Any and all creations, inventions, projects, utility models, computer programs, or other copyright or industrial and intellectual property rights arising directly or indirectly from the object of the contract shall be owned by RD, and the PARTNER must refrain from operating the registration, publication or perform any other form of act that jeopardizes the ownership and rights arising from the contracted party, however, if the inattention of this obligation occurs, you must unconditionally take all steps to correct the settlement of the true ownership and rights related to the RD.

11.4. The PARTNER is expressly prohibited from translating, modifying, or otherwise adapting any System or its documentation owned by RD, either by itself or through third parties, to copy, alter, disassemble, decompile, reverse engineer, or take any action to obtain the source code of the Systems of RD, including to develop software with the same features as the System.

11.4.1. This clause prohibits permission or facilitation, even if indirect, for third parties to commit any act that violates any copyright and intellectual right of RD.

11.5. The obligations of this clause will remain in effect even after the termination of this instrument for any reason.

12. INDEPENDENCE OF THE PARTIES

12.1. The Parties are aware and agree that the employees, officers, agents, subcontractors, or partners of both sides have no employment relationship with the other, exercising their activities with autonomy and independence, and each Party is solely responsible for the collection of labor charges, social security, insurance, tax, and commercial personnel that fall on their own employees in their respective countries.

12.2. For all purposes of this instrument, both Parties shall be considered independent and without any connection, in such a way that they shall not be considered representatives of each other. The Parties have and will have with each other, as a result of this Partnership and during its term, an exclusively contractual relationship, and there is no provision of this instrument to be interpreted as constituting any type of company, association, or joint venture between the Parties, and neither Party may compel, on behalf of the other, to assume or establish any obligation, statement, or guarantee, oral or written, on behalf of the other, nor to conduct their business or use the other’s business name in any form of advertisement or publications, except with the prior written consent of the other Party.

12.2.1. Any and all activities carried out by the PARTNER related to or as a result of this contract will be your sole responsibility, being individually responsible to the Public Authorities and any third party, for all Civil, Administrative, Criminal, Labor, Social Security, and Social Security Obligations or Taxpayers to assume.

12.2.2. The PARTNER will be fully responsible for all sales and services provisions that are carried out outside the standards determined by RD Station, which result in damages to RD’s image or that result in legal compensation measures against RD. In such cases, RD may require the PARTNER to reimburse the total amount of the compensation to which it is required, in addition to the procedural costs and attorneys’ fees.

13. LABOR OBLIGATIONS

13.1. This Agreement is strictly civil in nature and there is no employment relationship between the PARTNER and its employees, directors, or representatives of the RD, and vice versa.

13.2. The PARTNER assumes the obligation to spontaneously and fully bear all costs and expenses related to labor claims, which may be brought or filed against the RD by employees or former employees of the PARTNER. For example, convictions in any amount, court costs with court-appointed experts, expert evidence, technical assistants, deposits of any kind, and lawyer’s fees, including those of the RD STATION’s patron. And RD is authorized, when appropriate under current legislation, to report the dispute, call the lawsuit or appoint the PARTNER to the authorship in any claim that may be triggered based on this contract.

13.3. If RD is sued in court at any time in the labor context by an employee, representative, or a third party who has provided services to the PARTNER, the PARTNER is obliged: (i) to intervene voluntarily in the act, seeking your exclusion from the liability sector from the respective demand; (ii) to provide all the guarantees ordered during the proceedings, whether in the first or second instance; (iii)) to assume the full and exclusive responsibility for the payment of financial convictions and sought measures, maintaining RD safe and exempt from any financial burden and/or disbursement in any capacity related to the pending process; and (iv) to bear your procedural expenses incurred resulting from your inclusion in those lawsuits, including attorneys’ fees and other expenses necessary to carry out the defense and full monitoring of the process, provided that the professionals hired are appointed in advance or are hired with RD’s authorization.

13.3.1. The PARTNER must request RD’s exclusion at the first opportunity to speak in the file or at a hearing if RD is included in the passive pool of demands brought by employees, collaborators, and/or third parties linked to RD.

14. CONFIDENTIALITY

14.1. The Parties must keep in absolute secrecy all information to which the other has access due to the provisions of this agreement, not disclosing it to any individual, natural person, or legal entity, except after express authorization from the other party.

14.2. Both Parties and their legal representatives, directors, employees, agents, and consultants, including lawyers, auditors, and financial advisors, are subject to the duty of secrecy and confidentiality outlined in this Agreement.

14.3. For the purposes of this Agreement, information is considered to be any document, data, analysis, or report, of a financial, commercial, accounting, technological, administrative, and legal nature, or of any other nature, provided, orally or in writing, by any means (physical or electronic), regardless of whether it is confidential, is considered confidential.

14.4. The confidentiality provided for in this clause shall not apply to any information that is disclosed by the PARTNER:

a) If it was already public knowledge when the PARTNER announced the information;

b) After the disclosure to the PARTNER, it was published and became public knowledge for reasons unrelated to any failure in the process of communicating this information by the PARTNER.

c) The information was obtained after disclosure by third parties with the right to disclose such information.

14.5. In the event of non-compliance with the duty of confidentiality assigned in this clause, the PARTNER will be responsible for compensating all damages caused to RD.

14.6. The confidentiality obligation set out here will remain in force for as long as the confidentiality of the information received remains confidential.

15. COMPLIANCE

15.1. For the purposes of this Agreement, the Parties hereby represent, on their own behalf and on behalf of their officers, employees, representatives, and any individuals acting directly or indirectly on their behalf, that they are fully aware of and shall comply with all applicable anti-corruption laws, including but not limited to:(i) refraining from making any unlawful payment to a government authority, public official, political party, or candidate for political office; (ii) avoiding acts of bribery, influence peddling, kickbacks, or any other unlawful or similar payments to any individual or public entity, regardless of form—whether in cash, goods, or services—on their own behalf or on behalf of RD Station; (iii) not making any payment to a director, employee, or contractor of RD Station in order to secure favorable treatment or privileged concessions in business dealings; and, (iv) not engaging in any conduct that may constitute a violation of applicable anti-corruption legislation, including Brazilian Federal Law No. 12.846/2013, as well as, where applicable, the following international treaties: the Inter-American Convention Against Corruption (OAS Convention), the United Nations Convention Against Corruption, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

15.1.1. The Parties comply with all general and particular regulations on the Prevention and Combat Against Money Laundering and Terrorism Financing.

15.2. If any provision of this instrument is considered illegal, void, or unable to be enforced for any reason, this provision will be considered an independent clause of the remaining parts of this document. Therefore, it will not affect the validity or enforceability of compliance with the terms of the rest of this document.

15.3. All provisions of this contract that provide for the observance of obligations or responsibilities after the termination of this Agreement will persist and continue in full force and effect, especially concerning intellectual property, confidentiality, and data privacy information.

15.4. Both Parties expressly recognize that the only legal link between them results from this contract or other contracts formally signed between them. Nothing in this instrument shall be interpreted in such a way as to place the Parties as partners, associates, consortiums, borrowers, or for those with joint and several or subsidiary liability of any kind, including, but not limited to, civil, administrative, labor, and tax liability.

15.5. This Agreement binds the Parties and their respective successors, be they in any capacity.

15.6. The Parties declare, under the penalties of the Law, that the signers to this instrument are the legal representatives and/or their attorneys, duly constituted in the form of the respective constituent acts, with powers to assume the obligations hereunder.

15.7. The PARTNER further declares that:

a) Strictly comply with the labor legislation in force at your workplace.

b) Does not exploit, and will not exploit, any form of degrading work or similar to the condition of slavery, respecting the Universal Declaration of Human Rights, as well as Conventions nº 29 and 105 of the International Labor Organization – ILO, the Declaration on Fundamental Principles and Rights at Work of the ILO and the American Convention on Human Rights.

c) Does not use practices that are discriminatory and limit access to the employment relationship or its maintenance, based on sex, heritage, ethnicity, color, physical condition, religion, marital status, family status, or any other condition.

15.8. The Partner shall indemnify, defend, and hold harmless RD Station and the other companies within its economic group from and against any and all losses, damages, claims, expenses, fines, and penalties resulting from the Partner’s failure to comply with the commitments outlined in this Clause.

15.8.1. The Partner shall immediately notify RD Station if any of the obligations set forth in Clause 15.1 or its subclauses are violated, whether by the Partner or by the individuals referenced therein.

15.8.2. The Partner shall be obligated, during the term of this Agreement, to provide RD Station with all documents necessary to demonstrate compliance with the declarations set forth above, particularly those related to adherence to the CODEC By TOTVS and applicable legislation. RD Station shall issue such requests in writing, and the Partner shall have ten (10) business days from receipt of the request to provide the required documentation, under penalty of breach of contract.

16. DATA PROTECTION

16.1. The PARTNER must also, when collecting any personal data from potential customers, fully comply with the Brazilian General Data Protection Law (Law 13.709/2018) and must always obtain the consent of the owner or base its collection on one of the legal bases for processing the data under the provisions of the legislation.

16.2. The Parties recognize that they are independent controllers of Personal Data from each other and that, unless otherwise specified, the Parties shall not treat personal data as joint controllers. Each Party must comply with the obligations that apply to it as a controller under Law 13.709/2018 and other applicable personal data protection laws.

16.3. The PARTNER shall be solely and individually responsible for the processing of personal data carried out, by itself or on behalf of third parties, and for its own compliance with applicable data protection laws.

16.4. The PARTNER is aware that by using the benefits granted by the partnership program, they agree to all the rules set out in the policies and terms of use regarding the service/benefit used.

17. ASSIGNMENT OF RIGHTS AND OBLIGATIONS

17.1. The PARTNER may not assign, sublicense, subcontract, transfer, or dispose of your rights and obligations under this Agreement, except in the case of subsidiary companies or of the same economic group, upon proof through the presentation of supporting documents.

17.1.1 It is prohibited to change the account ownership between the PARTNER’s details and the agency client’s details in the contracted accounts

17.2 RD may assign this Agreement or the rights resulting from it to any of the companies of the economic group which belongs (or may become part of) in the future. And the PARTNER reserves the right to terminate this Agreement without any additional burden within five (05) days after the announcement.

17.3 In the event of a transfer that changes the country registered in the account, the PARTNER agrees to change the currency for payment.

18. NOTICES

18.1. All official notices shall be sent via email. RD Station’s designated address is the Help Center, and the Partner’s address shall be the one listed in its registration.

18.1.1. The Partner agrees that RD Station may also communicate through other channels such as phone calls or messaging apps.

18.1.2. The Partner is responsible for designating and keeping up to date the appropriate contact information for communications.

18.1.3. If the Partner unsubscribes from RD Station communications, they acknowledge that they may miss important notifications, including those related to commission payments and contract status.

19. USE OF RD STATION TRADEMARKS

19.1. Any visual, textual, or other references to RD Station trademarks are prohibited unless expressly authorized under this Agreement. Unauthorized use may result in immediate removal from any ongoing programs related to this Agreement and the application of penalties set forth herein.

20. GENERAL PROVISIONS

20.1. The PARTNER expressly declares to have full knowledge of the entire content of this contract, of the policies highlighted in clauses 2 and 19 and its paragraphs, in this contract, which are available and accessible on the Partner Portal.

20.2. The non-exercise, by RD Station, in whole or parts, of the rights and powers guaranteed to it in this contract will be considered mere liberality. Not constituting a novation or alteration of the conditions agreed herein, nor a waiver of any right or faculty, and RD Station does not prohibit itself from doing so in the future.

20.3. RD reserves the right to amend any provisions of this agreement and of its supportive documents at any time. In the event of a modification, RD will publish the amended terms in the document and update the version. Furthermore, the PARTNER will be notified of the changes that will take effect as soon as they are published unless otherwise communicated.

20.3.1. If the PARTNER does not agree with the contractual changes, it may, within a maximum period of 10 (ten) calendar days after the notification, terminate this Agreement without any burden, and in this case, exceptionally applies the provisions of clause 8.1 concerning commissions. If the period lapses without manifestation by the PARTNER, the changes will become a part of this Agreement for all legal purposes.

21. APPLICABLE LAW

21.1. This Agreement and the fulfillment of the obligations set forth therein shall be governed by the Civil Code and other civil laws in force in the Federative Republic of Brazil and interpreted under its provisions.

21.2. Any doubts arising from this contract shall be settled according to the laws of the Courts of the Judicial District of the City of Florianópolis, State of Santa Catarina, to the exclusion of all others.

This contract will be considered enforced and mandatory between the Parties. The PARTNER declares to have read and understood all the terms and conditions of this instrument and is recommended to print a copy of this document for future reference.