Verta Software Terms and Conditions of Use

Updated on April 25, 2025.

These Terms and Conditions of Use of the "Verta" Software ("Terms") govern the contracting and use of the Verta software, owned by VERTA LLC (USA), through its wholly-owned subsidiary VERTA DO BRASIL LTDA., hereinafter referred to simply as ("Verta") and by the User as defined below, considering that:

A) Verta is a technology company that has developed and owns the Verta software ("Verta"), which is a digital infrastructure for automating information capture via assessments to measure compliance levels in selected disciplines and generate analyses, action plans, and progress monitoring capable of providing visibility, understanding, and intelligence within companies, economic groups, investees, suppliers, partners, clients, projects, institutions, among others;

B) The User shall be any LEGAL ENTITY or INDIVIDUAL:

i. who, after receiving or viewing a commercial proposal directly from Verta or from Verta's partners and distributors, is interested in contracting the use of the software and defining how the compliance analysis will be carried out and in which other entities or companies (Analyzed User), such person hereinafter referred to as the "Decision-Making User"; and/or

ii. who registers with Verta or Verta's partners and distributors to use the software, such person hereinafter referred to as the "Analyzed User," who must keep their registration data updated with Verta;

C) Decision-Making User and Analyzed User, as mutually applicable to them, shall be referred to collectively and without distinction as "User"; and

D) To use the Verta software, the User must expressly perform an act of will, which may include, but is not limited to, clicking on the "I agree" button or any form of positive and express manifestation via WhatsApp, Chatbot, or email, demonstrating agreement and acceptance of all terms and conditions set forth herein, which the User declares to have read in full ("Accept").

1. SUBJECT

1.1. These Terms establish the rules for contracting and/or using, by the User, the "Verta" software, owned by Verta ("Verta") to make decisions on which companies and/or entities will be evaluated and compliance analyses within the scope of the use of the infrastructure.

1.1.1. When the User is a legal entity, the use of Verta will be carried out exclusively under the terms of these Terms and the commercial proposal sent, or accessible via the website, by Verta or its partners and distributors and accepted by the User ("Commercial Proposal"). If the User has not expressly accepted the Commercial Proposal but begins to use the Software, this will signify their acceptance.

1.1.2. When the User is an individual, the use of Verta will be completely governed by these Terms, as of the acceptance given at the time of Acceptance.

1.2. When the User is an individual:

a) Collects the data entered by the User"s own interaction with or availability to Verta;

b) Makes the data and analyses available to the Decision-Making User and/or third-party service providers or sellers of products related to the challenges encountered in the results; and

c) Performs other services specified in the Commercial Proposal.

2. REGISTRATION

2.1. For Verta to work properly, the User must register directly on the Verta platform, entering the requested information and registering at least one user and one password for later use ("Registration").

2.1.1. Once Registration is complete, Verta can be accessed by devices compatible with its use and provided they have internet access.

2.1.2. Verta does not guarantee that all computers, cell phones, and/or tablets are compatible with Verta, as this may vary depending on each device manufacturer, installed software, and other settings. The User must check in advance whether their device supports access to Verta.

2.1.3. The User must not access Verta from public internet networks, such as those available in public squares, shopping malls, bus stations, and airports, for the greater security of the data stored on Verta.

2.1.4. The User declares that the access data they provide in the Registration and all information contained in the logged-in area are individual and theirs and may not be shared with third parties, as this may compromise the security of their data and other information contained in Verta.

2.1.5. The User will be responsible for any access and/or changes made by third parties to their Registration and for any data entered, deleted, or modified.

3. HOW VERTA WORKS

3.1. Once the Registration is complete, the Decision-Making User may choose the subjects they wish to evaluate and send the assessments to their company or other companies or institutions and have access to the information of the Analyzed Users or third parties who have filled out the responses in the system, based on the analysis parameters defined and entered into Verta that best suit their needs, which will be registered for analysis, planning, monitoring of progress, or subsequent decisions ("Parameters").

3.2. Verta does not guide, interfere with, or analyze the Parameters, but may issue suggestions, with the Decision-Making User having sole discretion to accept or reject the suggestions made. At any time, by accessing the logged-in area of Verta or via automated customer service, the Decision-Making User may change the Parameters, with the choice/change of Parameters being their sole responsibility.

3.3. After the Decision Maker registers the Parameters and sends the links to the companies and institutions, any Analyzed User who wishes to respond to a Decision Maker may enter their own data in Verta. The Analyzed User will then be given access to these Terms and Conditions of Use, as well as to the Policy, and will declare that they are aware that use of the platform is subject to these Terms and Conditions and to the Policy.

3.4. To this end, Verta will use the data entered by the Analyzed User, standardize the data collected, and analyze it in accordance with the Parameters, issuing to the Decision-Making User the result of the compliance analysis in the disciplines chosen in accordance with the Frameworks used by Verta.

3.4.1. Verta was not developed for and is not responsible for generating any contracts or transactions between Decision-Making Users and Analyzed Users, nor can it, under any circumstances, be held liable in this regard.

3.5. Verta does not grant or reject the Analyzed User, and it is up to the Decision-Making User to take such actions, whenever applicable, and may even use information not included in the analysis performed by Verta.

3.5.1. Verta does not make any changes to the information collected from the Analyzed User, which is the responsibility of the User. The User, whether Decision Maker or Analyzed, declares that they are aware that all analyses will be carried out in accordance with their own Parameters and/or those of another Decision Maker with whom they wish to establish the sending of information, so that Verta will not have any responsibility for the decisions made through Verta.

3.6. The information used by Verta is based on data entered or made available by the Decision Maker or Analyzed User, such that Verta has no responsibility for the legitimacy of the data, or for the entry of erroneous or incorrectly entered data, as well as for decisions made by the User or third parties based on this information or on data analysis performed by Verta.

3.7. Verta reserves the right to block or delete, at any time, immediately and without prior notice, Users who exhibit suspicious behavior or activities and who, as a result, may harm or affect Verta, its owners, or its Users, whether they are other Decision-Making Users or Analyzed Users. Such blocking or exclusion will be communicated subsequently to the Users involved in the relationship. Verta may take appropriate legal action to cease any suspicious activity. Verta assumes no responsibility for any losses that Users may suffer because of blocking or exclusion.

4. AVAILABILITY OF VERTA

4.1. Verta undertakes to use its best efforts to keep Verta fully operational. However, the User is aware that Verta is software and, therefore, is subject to unexpected operation and/or the need for corrective or preventive maintenance, situations in which Verta may experience slowdowns or temporary interruptions, without such a situation being considered a breach of contract by Verta. Verta shall not be liable for any losses or damages of any nature arising from the unavailability of Verta.

4.1.1. Verta will try, whenever possible, to let the User know about regular maintenance, preferably one (1) business day in advance; however, corrective maintenance, by its very nature, can happen at any time, without prior notice and without Verta being subject to any penalties or compensation.

4.1.2. Furthermore, Verta may be unavailable in the following cases, without this constituting a breach by Verta: (i) interruption in the power supply to Verta's system; (ii) temporary shutdown or interruption of the system due to repairs or maintenance of external electrical and telephone networks; and/or (iii) incompatibility of the User"s systems and devices with Verta's systems.

4.2. In the event of failure, slowness, inactivity, or any other incident, the User must immediately contact Verta to request verification of the identified problem.

4.2.1. Verta will respond to the call as soon as possible. Depending on the severity of the problem, a longer period may be required for its resolution.

4.2.2. The service period will always be on business days in the capital of the State of São Paulo, from 9:00 a.m. to 6:00 p.m. (Brasília time), online.

4.3. Verta cannot be held responsible for any issues with Verta caused, directly or indirectly, by the User, especially, but not limited to, the absence of an internet signal from the User or use of Verta by the User or third parties in violation of the law or these Terms.

5. SPECIFIC CONTRACTING CONDITIONS

5.1. Any specific conditions for contracting Verta are set out in the Commercial Proposal (such as term of validity, price to be charged, date and frequency of payments), which shall, whenever they do not conflict with these Terms, be interpreted as part of the Terms.

5.1.1. In case of conflict between the Commercial Proposal and the Terms, the provisions of these Terms shall always prevail.

5.2. In addition to these Terms and Conditions of Use and when applicable, Verta's specific licenses of use, including for setup and training, apply to the relationship with Users.

6. ACCEPTANCE

6.1. The User, as the contracting party for the use of Verta, agrees that, upon Acceptance, they will enter into a contract with Verta, declaring that they accept these Terms in their entirety.

6.2. The User guarantees that they will use Verta only on their own behalf or on behalf of their company as described in the Commercial Proposal, and that, in the event of use of the Registration for affiliated companies and/or third parties (as defined in item 6.2.1 below), the User shall be fully liable to Verta for the application and observance of these Terms and applicable law for any and all interactions carried out by them.

6.2.1. For the purposes of these Terms, the following shall be considered "Affiliated Companies": (a) companies that control the User, directly or indirectly; (b) companies controlled, directly or indirectly, by the User; (c) companies that are controlled, directly or indirectly, by a company that controls the User; (d) any other company under common or shared control, directly or indirectly, by the User or by its controller; and/or (e) Special Purpose Entities ("SPEs") related to the User.

6.3. The User acknowledges that they have read and fully understood the terms and conditions set forth in these Terms and agrees to be bound by all of their conditions.

6.4. Verta may, at any time and at its sole and exclusive discretion, amend these Terms, upon prior notice to the User.

6.4.1. Any changes to the Terms shall be effective from the date indicated in the document or another date indicated by Verta, it being understood that there may be changes that take effect immediately or retroactively if, due to their nature, cannot be postponed (including, but not limited to, operational changes necessary for the proper functioning of Verta and legislative changes that impact the Terms), which shall not constitute a breach by Verta.

6.4.2. The Terms will be available on Verta's website, via the link https://verta.digital/terms-and-conditions, and may be consulted at any time by the User.

7. USER OBLIGATIONS

7.1. The User undertakes to:

a) Use Verta exclusively on its own behalf or on behalf of its Affiliated Companies (in which case it shall remain fully liable under the terms of item 6.2 above), in strict compliance with these Terms and for lawful purposes;

b) Pay the Remuneration (as defined in clause 9 below), in accordance with the provisions of these Terms and also in the Commercial Proposal, whenever applicable;

c) Hold all necessary authorizations for the Processing of Personal Data (as defined in Law No. 13,709, of August 14, 2018, or "LGPD"), undertaking to cease any processing for which authorization has not been obtained or has been revoked by the Data Subject;

d) Act in strict compliance with the Policy; and

e) Not take measures to analyze, or hire a third party to analyze, reverse engineer, translate, or decompile Verta, collaborating with the protection of Verta's intellectual property rights, as per clause 13 below.

8. VERTA"S OBLIGATIONS

8.1. Verta undertakes to:

a) Keep Verta updated and fully operational, in accordance with the provisions of item 4 above; and

b) Comply with the deadlines set forth in these Terms.

9. COMPENSATION

9.1. For the use of Verta, the User shall pay Verta the amounts set forth in the Commercial Proposal or on the Verta platform itself ("Compensation"), in the manner and at the intervals indicated therein.

9.2. Each Party shall be responsible for complying with all tax obligations arising from the performance of the subject matter of these Terms, including any tax withholding obligations by the paying source, in accordance with applicable law.

10. TERM

The Terms shall be effective from the date of Acceptance by the User and shall remain in force for as long as the User uses Verta, or for the term specified in the Commercial Proposal, whichever is longer.

11. TERMINATION

11.1. The Terms may, at any time, be terminated by Verta, without any liability to Verta, by sending a simple notice to the User at least thirty (30) days prior to the termination of the Terms.

11.2. The User acknowledges that the execution of the Terms has generated costs for Verta, with the expectation of return through the extension of the term of the Terms for the entire period provided for in item 10.1 above. Thus, in the event of termination of the contract at the initiative of the User, the User hereby agrees to pay the penalty provided for in the Commercial Proposal, if applicable.

11.3. In addition to the cases of termination provided for in items 11.1 and 11.2 above, the Terms may be terminated immediately and independently of any communication to the other Party in the following cases:

a) Declaration of bankruptcy or insolvency, or approval of a request for judicial or extrajudicial reorganization or declaration of insolvency of the other Party;

b) Default on any clause by either Party.

11.4. In any event of termination of the Terms, the User undertakes to pay all amounts due to Verta within a maximum period of ten (10) days from the date of termination of the Terms.

11.5. In any event of termination of the Terms, the User, as of the date of termination of the Terms, shall deregister the User from Verta, and it shall no longer be possible to access or recover any information contained therein. Deregistration can be done by emailing [email protected].

12. LIMIT OF LIABILITY

12.1. Verta's liability for damages is limited to direct damages, expressly excluding lost profits and indirect damages, limited to an amount equivalent to 100% (one hundred percent) of the annual amount of the Fee, as per the Commercial Proposal, or the amounts already paid by the User, whichever is lower.

12.2. The cases defended by law are expressly excluded from the limitation of liability provided for herein, and in such cases, the applicable legislation shall apply.

13. INTELLECTUAL PROPERTY

13.1. All rights to Verta, as well as trademarks, logos, components, new updates or variants, all other related information and data, as well as new versions, revisions, improvements, customizations, works, reports, and analyses arising therefrom and/or new products derived therefrom, including, but not limited to, copyrights and intellectual property rights, know-how, trade secrets, or business secrets, are the exclusive property of Verta, even if not registered.

13.1.1. The User may make suggestions for improvements to Verta which, if implemented, will remain the sole intellectual property of Verta. The User shall have no right to indemnity, salary or compensation for having made a suggestion for improvement.

13.1.2. The User further undertakes to refrain, for their own benefit or that of third parties, from taking any action to protect and preserve the intellectual property rights belonging to Verta, as set out in item 13.1 above, and shall, however, cooperate to safeguard Verta's interests in any case.

13.1.3. Also due to the provisions of 13.1 above, the User undertakes to obtain from its Personnel (as defined in item 14.2 below) all authorizations, assignments, transfers, and other documents necessary to guarantee Verta's intellectual property rights.

13.2. Verta is protected by copyright under applicable law. Verta grants the User only the simple and non-transferable right to use Verta appropriately for its own commercial purposes and only during the term of this agreement. Upon termination, the User"s right of use shall expire. The User"s right of use does not include the right to assign, transfer, license, or sublicense Verta, nor the right to make the platform and, consequently, Verta available to any third parties, unless otherwise provided in a specific contract and/or written authorization from Verta.

13.2.1. Misuse or suspected misuse by the User, the Decision-Making User or their Personnel (as defined below) of the rights to Verta, here understood as use or suspected use in breach of contract or law, may result in the immediate suspension of the right of use of the User and any third parties involved, without prior notice, as well as the termination of the contract and the collection of losses and damages suffered by Verta and/or third parties.

13.3. The Decision-Making User shall not edit, alter, reverse engineer, decompile or disassemble Verta or parts thereof, determine the source code of and/or repair the contracted Verta in any other way, or create derivative works from the contracted Verta.

13.4. Verta also owns the copyright and intellectual property rights to the reports and analyses.

14. CONFIDENTIALITY

14.1. During the term of these Terms, and for a period of five (5) years after their termination, each of the Parties, whether Verta or the User, each of which may be considered a Party or Counterparty depending on the flow of disclosure of such information, on its own behalf and on behalf of its Personnel (as defined below), undertakes to maintain the utmost secrecy and confidentiality regarding any and all Confidential Information (as defined below) that may, at any time, be provided to it by Verta under this Agreement, and undertakes not to disclose it to any third party, unless with the prior, specific, express and written authorization of the latter.

14.1.1. All written and/or oral information disclosed by the Other Party, whether or not containing the word "Confidential," shall be considered confidential information. The term "information" shall mean any and all information, whether written, verbal, or otherwise presented, tangible or intangible, including, but not limited to: Verta's technology, documents, devices and/or details of a technical and/or commercial nature, whether informative, illustrative, photographic, technical and/or commercial specifications, know-how, techniques, design, specifications, drawings, diagrams, copies, formulas, samples, flowcharts, tables, models, sketches, photographs, plans, computer programs, contracts, business plans, projects, processes, product concepts, prices, profit margins, costs, suppliers, definitions, market information, inventions, ideas, other technical, commercial and/or financial information, among others, hereinafter referred to as ("Confidential Information"), directly or indirectly received, belonging to the Other Party.

14.2. For the purposes of these Terms, when Users are legal entities, all their employees, administrators, agents, partners, representatives of any nature, contractors, and subcontractors ("Personnel") shall be considered as personnel of the Party.

14.3. The Parties undertake to restrict access by their Personnel to Confidential Information to Personnel involved in discussions, analyses, meetings, and business transactions covered by these Terms, and shall inform them of the existence of this obligation and the confidential nature of the Confidential Information, as well as require strict compliance therewith.

14.4. All Confidential Information in the User"s account must be deleted within 24 (twenty-four) hours of the termination of the Terms, and no Party may retain any copy and/or reproduction, in whole or in part, except with the prior express written approval of the other Party or in cases where the retention of data is necessary for legal or audit purposes.

14.5. The Parties acknowledge that any breach of their confidentiality obligation will substantially impact the other Party and will subject the Party that has committed the breach of this Clause to indemnify the other Party for any losses and damages, directly and indirectly resulting from the unauthorized disclosure of information, without prejudice to the application of applicable civil, criminal, and labor penalties.

15. DATA PROTECTION

15.1. The User undertakes to comply fully with all the provisions of the Policy, available at https://verta. digital /privacy-policy, as well as in strict compliance with applicable law, in particular, but not limited to Law No. 13,709, of August 14, 2018 (LGPD), and declares that they are aware that Verta may, at any time and at its sole and exclusive discretion, change the terms of the Policy.

15.2 User data will be used exclusively within the Verta ecosystem to meet the usage needs of the User who owns the data.

15.3 In cases of research using Verta, the data will be used anonymously for research and any publications.

16. THIRD-PARTY CLAIMS

16.1. Users shall be responsible for the information included in Verta and shall indemnify Verta from all damages, losses, and costs (including, but not limited to, attorneys" fees and legal expenses) related to all civil or criminal legal actions brought by third parties caused by: (1) Users" failure to comply with these Terms, including, but not limited to, the publication of content that violates the rights of third parties or applicable laws; (2) the improper and unlawful use of Verta; (3) the insertion of unauthorized confidential information or data from illegal sources; and (4) any unlawful activity in which the User engages through the improper use of Verta.

17. GENERAL PROVISIONS

17.1. Compliance with Anti-Corruption Laws. The Parties undertake, on behalf of themselves and their Personnel, to comply with all laws and regulations combating corruption and money laundering.

17.2. Entire Agreement. The Terms and the Commercial Proposal are binding on the Parties, their partners, agents, heirs, and successors in any capacity. These Terms supersede all prior discussions, agreements, and understandings, written and oral, between the Parties that are relevant to Verta.

17.3. Good faith. The Parties declare that they are acting in good faith, with loyalty and probity, fully capable in civil matters, and that there are no pending issues against them that would prevent them from successfully completing this negotiation and considering it valid and effective, and they are civilly and criminally liable for their statements.

17.4. Independence of Clauses. All provisions contained in these Terms shall be interpreted in such a way as to allow their validity and effectiveness under applicable law. If any provision is declared invalid, void, voidable, or ineffective under applicable law, such provision shall be deemed invalid, void, voidable, or ineffective to the exact extent of its prohibition or invalidity, without affecting the remaining terms of such provision or the remainder of the Terms.

17.5. Independence of the Parties. The Parties declare and acknowledge that the execution of these Terms does not imply the establishment of any employment, corporate, and/or economic dependency relationship between them. Verta shall not be liable for any commitments of any kind that the User may assume before its business partners, suppliers, or other third parties as a result of the Terms.

17.6. Losses and Damages. The Parties shall be individually liable for any losses and damages caused to the other Party, and shall also reimburse the innocent party for any and all expenses incurred by it, as well as indemnify it for any and all expenses or losses resulting from legal or extrajudicial actions or proceedings that the innocent party may suffer, including attorneys" fees.

17.7. Assignment. Neither Party may assign any of its rights or delegate any of its obligations under the Terms without first obtaining the written consent of the other Party. This is without prejudice to the assignment of Verta to companies in its economic group, which may occur by simply sending a notification to the User.

17.8. Post-Contractual Obligations. The effects of the obligations and liabilities established during the term of these Terms shall not be affected by the termination or rescission of the contractual relationship, which shall remain in force for the term set forth in these Terms, or for the limitation or expiration period set forth in the applicable Law.

17.9. Amendments; Waivers. The tolerance of either Party in relation to the failure to comply with these provisions shall not be interpreted as a waiver of the requirement for future compliance with the Terms or the Commercial Proposal. Any waiver of the effectiveness of any provision of these Terms shall be considered valid only if made in writing and signed by the Parties. The rights and obligations provided for in these Terms are cumulative and not mutually exclusive between themselves and in relation to those provided for by law.

17.10. Fortuitous Events and Force Majeure. Neither Party shall be liable to the other for losses resulting from total or partial non-compliance with this Agreement if this results from a fortuitous event or force majeure as provided for in Article 393 of the Civil Code, or by government acts that prevent, restrict, or hinder the performance of this Agreement, in which case the affected Party shall immediately notify the other Party in writing, informing it of the occurrence and nature of the event and describing the harmful effects caused.

17.11. Notifications. All notifications and other communications between the Parties shall be made in writing, to the addresses and/or e-mails contained in the Commercial Proposal and/or in these Terms and/or informed by the Parties from time to time, with the respective proof of receipt (or correct sending, as the case may be) in order to take effect. In the event of a change in the address of either Party, such change shall be notified to the other Party, and communications, notifications, and citations sent to the previous address shall be considered valid and effective until five (5) days after receipt of the notification communicating such change.

17.12. Applicable Law. The Terms and the Commercial Proposal, for all legal purposes, shall be interpreted in accordance with the provisions of Brazilian law.

17.13. Jurisdiction. The Parties hereby elect the jurisdiction of the District of São Paulo, state of São Paulo, expressly waiving any other, however privileged, to settle any doubts or conflicts arising from the Terms, unless otherwise required by law.