Exhibit 10.02


 


CERTAIN INFORMATION IN THIS EXHIBIT,
MARKED BY [****], HAS BEEN EXCLUDED. SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE
OR CONFIDENTIAL.


 


TEMPORARY SHORT NUMBER AVAILABILITY
AGREEMENT


 


By this Short Number Temporary Availability
Agreement (“Agreement”) to which they are parties, on the one hand:


 


(I)            Claro
S/A and Zenvia Mobile Serviços Digitais S/A, a company headquartered at Av Doutor Nilo Pecanha, 2,900 - Floor 13 and Floor
14 registered under the CNPJ 14.096.190 /0001-05, hereby represented in the form of its constitutive acts, hereinafter referred
to as CONTRACTING PARTY; and


 


(II)           CLARO
SA, a company headquartered in the City of São Paulo - SP, at Rua Henri Dunant 780, registered under the CNPJ number
40.432.544 /0001-47, hereinafter referred to as CLARO or OPERATOR.


 


Whereas:


 


(i)    CLARO,
as the authorizing company of the Personal Mobile Service in the Brazilian territory, has equipment and systems that allow, in
the form regulated by the National Telecommunications Agency - ANATEL, in addition to other services, the sending and receiving
of SMS;


 


(ii)   The
CONTRACTING PARTY has an interest in selling to the INTERESTED PARTIES part of the SHORT NUMBERS capacity acquired from
CLARO; and


 


(iii)  CLARO
agrees with the aforementioned commercialization and, for that purpose, it will make available to the CONTRACTING PARTY
a SHORT NUMBER so that the INTERESTED PARTIES can send and / or receive SMS with the content defined by the INTERESTED PARTIES.


 


The above described Parties decide to enter
into this Agreement, subject to the following clauses and conditions:


 


FIRST CLAUSE - DEFINITIONS


 


1.1 The terms described below, when used
in this Agreement, have the following meanings:


 


CONFIDENTIAL INFORMATION: (I) all
information exchanged between the Parties, either verbally or in writing; (ii) Information regarding each Party's business,
as well as technical information, including, but not limited to, information related to each Party's product plans, customers,
designs, costs, prices and product names, finances, marketing plans, business opportunities, personnel, research, development or
technical knowledge, product performance indicators; and (III) the clauses, terms and conditions of this Agreement.


 


INTERESTED PARTIES: legal entity interested
in the temporary availability of SHORT NUMBER to carry out communication actions directed at a specific group of people (“RECIPIENTS”).


 


LA: stands for Large Account. It is the
exclusive digital channel, identified by a numeric code, now made available by CLARO to the CONTRACTING PARTY, allowing
the INTERESTED PARTIES to carry out communication actions to the RECIPIENTS by sending and / or receiving SMS;


 


MT SMS (“Mobile Terminated Short
Messages”): name of all messages sent from the CONTRACTING PARTY to the CLIENTS.


 


MO SMS (“Mobile Originated Short
Messages”): name of all messages sent from the CLIENTS to the CONTRACTING PARTY.


 


SHORT NUMBER (S): numeric code used to
identify a Large Account.


 


SMS: short for Short Message Service. It
is a value-added service provided by CLARO that consists of sending short text messages with limited text / characters.


 


CLAUSE TWO - OBJECT


 


2.1 The purpose of this Instrument is to
establish the commercial and technical conditions for CLARO to temporarily make available to the CONTRACTING PARTY,
for the period and amount contracted, without any exclusivity, the band(s) of LA(s) that allow the INTERESTED PARTIES
to carry out targeted communication actions to the RECIPIENTS, which do not have content offering products and services, through
the transmission of SMS (MO SMS and / or MT SMS), which fulfill the requirements set forth below.


 


Short Number Temporary Availability Agreement
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2.1.1. Once the CONTRACTING PARTY
will commercialize the bands of LAs to the INTERESTED PARTIES, being able to sign specific contracts with them, the CONTRACTING
PARTY will be the liaison between CLARO and the INTERESTED PARTIES and RECIPIENTS, remaining responsible before CLARO
for the procedures of said INTERESTED PARTIES and RECIPIENTS.


 


THIRD CLAUSE - CHARACTERISTICS OF THE SERVICE


 


3.1 The CONTRACTING PARTY must inform
the INTERESTED PARTIES that the SMS to be sent from the INTERESTED PARTIES to the RECIPIENTS must have a maximum of [*****] characters,
with [*****] of these characters being reserved as a label (identification of the SMS issuer). On the other hand, messages sent
from the RECIPIENTS to the INTERESTED PARTIES may have a maximum of [*****] characters.


 


3.2 The CONTRACTING PARTY must inform
the INTERESTED PARTIES that the RECIPIENTS who have their cell phone (i) turned off, (II) outside the CLARO authorized
area and / or (iii) outside the coverage area, may not receive the SMS with the communication actions sent by the INTERESTED
PARTIES.


 


3.2.1 In these cases, the SMS will be stored
in CLARO system for a period of, no more than, [*****] after the first transmission attempt, with a minimum of [*****] attempts
to retransmit the SMS within this period.


 


3.2.2 During this period, if the RECIPIENTS'
cell phone becomes available within the CLARO authorized and coverage area, the SMS can be retransmitted and, consequently,
viewed by the RECIPIENTS.


 


3.2.3 If, for any reason, the SMS cannot
be delivered within [*****] hours from the first transmission attempt, CLARO cannot guarantee that the RECIPIENTS will receive
it, and no imputation of responsibility will be applicable.


 


Clause Four - Price and Payment Method


 


4.1 As a result of the temporary availability
of the LA(s) bands, the CONTRACTING PARTY will pay CLARO, from the date of signature of this instrument, the
amounts described below, which will vary according to the message plan chosen by the CONTRACTING PARTY, as indicated in
the following item.


 


4.1.1 For the contracting of a monthly
volume of [*****] messages, the CONTRACTING PARTY will pay CLARO, monthly, the amount of [*****] and [*****] for
additional sent message.


 


4.2 The taxes that are due as a direct
or indirect consequence of this Agreement, or of its execution, constitute the responsibility of the taxpayer, as defined in the
current tax legislation.


 


4.3 CLARO will charge the CONTRACTING
PARTY by issuing and presenting the service invoice, as well as the invoice for payment, with the corresponding statement of
the SMS sent and received, which must be paid by the due date, described in the invoice, under penalty of late payment interest
of [*****] or fraction thereof, plus a non-compensatory fine of [*****] on the updated amount of the debt. In payment delays exceeding
30 (thirty) days, the debt will be monetarily restated, based on the variation of the IGP-M / FGV, or any other index that may
replace it during the period, in addition to the penalties mentioned above.


 


4.4 In the event of a payment delay of
more than 30 (thirty) days, the availability of the LA may be suspended, at the sole discretion of CLARO, regardless of
any prior notice or communication, until all and any debts under the responsibility of the CONTRACTING PARTY are settled.


 


4.5 The amounts provided for in item 4.1.1
above will be updated from the date of signing this Agreement, in accordance with the index chosen by the Parties at the time of
the adjustment.


 


4.6 The amounts set out in this Agreement
will be invoiced by [*****], according to their exclusive criteria, and different ratios may occur in the payment of each of the
installments due. It may also be decided that certain payment(s) will be made to [*****], with which the CONTRACTING PARTY
already agrees.


 


Short Number Temporary Availability Agreement
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FIFTH CLAUSE - CLARO'S OBLIGATIONS


 


5.1 In addition to the obligations defined
in other clauses of this Agreement, CLARO will have the following obligations:


 


5.1.1 To be solely and exclusively responsible
for the improper access or modifications of the files sent by the INTERESTED PARTY from the moment they enter their systems and
up to the moment they are sent to the RECIPIENTS;


 


5.1.2 Provide security for the content
of the SMS sent by the INTERESTED PARTIES while they are waiting for the re-transmission period, as defined in item 3.2 above;


 


5.1.3 Store the record that identifies
the sending of the SMS without, however, storing the content of the same, for 03 (three) months;


 


5.1.4 Provide a representative to act as
the CONTRACTING PARTY's initial contact in solving problems; and


 


5.1.5 Consider, at its sole discretion,
the CONTRACTING PARTY’s request to increase the volume of contracted messages, provided that the CONTRACTING PARTY
makes such request to CLARO, at least three (3) months in advance.


 


5.2 The CONTRACTING PARTY hereby
acknowledges and declares to give knowledge to the INTERESTED PARTY that CLARO is only a channel for sending SMS, and that
CLARO has no responsibility with regard to its content or even the possibility of altering them.


 


5.3 The CONTRACTING PARTY acknowledges
that CLARO will not be responsible for any fraud or acts of piracy that may occur on the CLARO network through the
Air Interface. Likewise, CLARO will not be responsible for guaranteeing confidentiality, as well as for the interception
of SMS when they are traveling outside the CLARO mobile phone network, as well as in the case of the RECIPIENT neglecting
to protect their mobile device.


 


5.4 CLARO must inform the CONTRACTING
PARTY about the RECIPIENT who has expressed to CLARO the desire to no longer receive the communication actions of the
INTERESTED PARTIES, observed the obligation of the CONTRACTING PARTY set out in Item 6.1.7 below.


 


CLAUSE SIX - OBLIGATIONS OF THE CONTRACTING
PARTY


 


6.1 The CONTRACTING PARTY has the
following obligations, among others provided for in this instrument:


 


6.1.1 Carry out periodic maintenance on
the platform in which SHORT NUMBERS will be stored, as well as ensuring the efficiency in the technical application that will be
used in their management;


 


6.1.2 Make SHORT NUMBERS available to INTERESTED
PARTIES only after carrying out a prior analysis of the content that will be sent via SMS, basing their analysis on the rules of
the "Regulation for the Availability of Short Number" issued by CLARO;


 


6.1.3 Keep the data of the INTERESTED PARTIES
that are made available for the acquisition of SHORT NUMBERS under the strictest confidentiality, not supplying them to third parties
or using them for any other purpose. The CONTRACTING PARTY is fully responsible for the damages that it may cause in case
of failure or omission in the fulfillment of this obligation, or, still, in cases of failure or omission in the disclosure to the
INTERESTED PARTIES of the procedures and diligences that must be conducted in the treatment of their personal information, in order
to avoid its misuse by third parties;


 


6.1.4 Forward to CLARO, through its own
system, data containing the cell phone number of each of the INTERESTED PARTIES, as well as the contents of the SMS sent, observing
the confidentiality obligations for the confidential data of the INTERESTED PARTIES and RECIPIENTS;


 


6.1.5 Carry out, together with CLARO, all
necessary tests for the implementation of the SMS transmission services from the CONTRACTING PARTY to the INTERESTED PARTIES
and from the INTERESTED PARTIES to the CONTRACTING PARTY;


 


6.1.6 Be responsible for the disclosure
of the characteristics of the service provided by CLARO to the INTERESTED PARTIES, through the means that it considers appropriate,
observing the relevant legislation and the regulations;


 


6.1.7 Do not send SMS to the RECIPIENT
who has expressed to CLARO the desire to no longer receive the communication actions of the INTERESTED PARTIES, subject
to the obligation of CLARO contained in item 5.4 above;


 


Short Number Temporary Availability Agreement
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6.1.7.1. Breached the obligation set forth
in sub-item 6.1.7 above, CLARO will block the messages sent by the CONTRACTING PARTY, and this action will not be
restricted to a specific RECIPIENT, but will apply to all RECIPIENTS.


 


6.1.8 Interrupt, up to 24 (twenty four)
hours, the provision of services to the INTERESTED PARTIES that request their cancellation and inform CLARO of the cancellation
under consideration;


 


6.1.9 Inform the INTERESTED PARTIES and
CLARO, at least 72 (seventy-two) hours in advance, of any technological updates or changes in their systems that may impact
the service;


 


6.1.10 Provide the INTERESTED PARTIES with
all the necessary assistance and information in case of problems, complaints or changes regarding the conditions of the service,
through the CONTRACTING PARTY's Customer Service (SAC);


 


6.1.11 Store the record that identifies
the sending of SMS for 3 (three) months;


 


6.1.12 Bear the necessary investment for
the contracting of software use licenses, to be installed on machines of the CONTRACTING PARTY and of CLARO, which
allows the sending of SMS, in case the solution adopted by the CONTRACTING PARTY is different from the one provided by CLARO;


 


6.1.13 Provide a representative to act
as an initial contact for CLARO in solving problems arising from the services provided by the CONTRACTING PARTY;


 


6.1.14 To remedy, within no more than 05
(five) days, any problems that may cause unavailability of the service to the INTERESTED PARTIES, counted from the notification
sent by CLARO, by the INTERESTED PARTIES or by the CONTRACTING PARTY's monitoring systems, as well as communicating
to the INTERESTED PARTIES the impossibility to provide service while repairs are being made;


 


6.1.15 Inform the INTERESTED PARTIES of
any failures or impediments that render the service unfeasible or cause their interruption for a period exceeding 2 (two) consecutive
days, which must be previously submitted to CLARO's appreciation and written approval;


 


6.1.16 Solve, at your expense, the problems
or issues resulting from the performance of the services provided by the CONTRACTING PARTY;


 


6.1.17 Be responsible for the amount, accuracy,
validity and verification of the data inserted in the files transmitted to CLARO. Be aware that any doubts or complaints
arising from the SMS transmitted by CLARO to the INTERESTED PARTIES and / or the RECIPIENTS will be the sole and exclusive
responsibility of the CONTRACTING PARTY;


 


6.1.18 Replace the cell phone number of
the INTERESTED PARTIES and / or RECIPIENTS to receive the SMS, whenever requested, or in the event of theft, misplacement or loss
of the registered cell phone, acknowledging that CLARO does not have any obligation or responsibility in this regard;


 


6.1.19 Take responsibility for any illicit
use of the network by its employees and agents or service providers; and


 


6.1.20 Take responsibility, at any time,
solely and exclusively, for the fulfillment of all labor, social security, insurance, tax and social legislation applicable to
the employment contracts that it maintains with the professionals who are part of its technical team, regardless of any proof of
these facts before CLARO. Thus, the CONTRACTING PARTY assumes that it regularly collects all the mentioned charges,
not communicating or confusing any kind of bond, especially labor related, between the employees of the CONTRACTING PARTY
and CLARO, the latter being exempt from any liability to that respect.


 


6.2 It is strictly forbidden to the CONTRACTING
PARTY:


 


6.2.1 Create or transmit any SMS with messages
whose contents (I) are false or lead to dubious interpretations; (ii) invade the privacy of third parties or harm them
in any way; (iii) promote, in some form, racism against minority groups, or any form of political or religious fanaticism,
discriminating against groups of people or ethnicities; (iv) are obscene; (v) violate third parties rights, including,
but not limited to, intellectual property rights and / or the creation and sending of unsolicited (SPAM) or unsubstantiated ("hoax")
messages;


 


Short Number Temporary Availability Agreement
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6.2.2 Send or allow INTERESTED PARTIES
to send SMS with advertising, informational content or that in any way that allows the presentation of: (i) telephone companies
competing with CLARO, (II) companies whose social activity is similar to that exercised by CLARO, including
any advertisement or offer of products and / or services from these companies or, (iii) any content that induces the migration
of CLARO's customer to another competing operator;


 


6.2.3 The use of the object of this contract
to carry out advertising, invitations / incentives for the purchase / commercial transaction of any product or services and the
like ("SMS Marketing"), such as, but not limited to, actions to stimulate the purchase, use or enjoyment of a product
and / or service or companies that subcontract it, actions to disseminate any type of political, religious motivations, torrents
of thought and the like, and actions with messages that have any advertising, promotional or advertising connotations, or that
shows preference for any company or brand, even if requested or authorized in advance by the INTERESTED PARTIES;


 


6.2.4 The sending of SMS that implies any
charges from the RECIPIENTS, except in cases where the CONTRACTING PARTY asks the RECIPIENTS for a response and they send
it to the CONTRACTING PARTY, in which case the RECIPIENTS will normally be charged by CLARO, due to the sending of the SMS
to the CONTRACTING PARTY;


 


6.2.5 The sending of SMS to one or more
INTERESTED PARTIES and / or RECIPIENTS without their formal authorization, whether or not they are characterized as SPAM or make
SPAM possible;


 


6.2.6 Subcontracting in order to provide
SMS connections and / or interconnections, such as, but not limited to, Personal Mobile Service operators, SMS Integrators and
the like;


 


6.2.7 Use this Agreement to provide services
other than those expressly authorized, such as, but not limited to, sending ring tones and / or images, using wap push technology
for any and all services, subscribing to news and / or information, interactivity services in media with customers, directly or
indirectly, such as conversation systems, chats, voting, meeting place, information contests, etc.; and


 


6.2.8 Use this Contract to carry out sweepstakes
of any kind, cultural contests of any kind, discounts of any kind, including promotional values, gratuity or special values, among
others.


 


6.3 If the CONTRACTING PARTY needs
to increase the number of contracted messages, it must make such request to CLARO at least three (3) months in advance,
and CLARO must, at its sole discretion, approve or not such request.


 


6.3.1 If the CONTRACTING PARTY does
not give the necessary advance notice to increase the number of contracted messages, CLARO is not obliged to send the SMS
that exceed the initially contracted capacity, and the CONTRACTING PARTY, in this case, is fully responsible before CLARO
and before the INTERESTED PARTIES.


 


6.4 The CONTRACTING PARTY hereby
acknowledges that the SMS sent to the INTERESTED PARTIES and / or RECIPIENTS will not be automatically deleted from the display
of the INTERESTED PARTIES and / or RECIPIENTS mobile devices, undertaking to inform them of this fact.


 


6.5 In addition, the CONTRACTING PARTY
shall be responsible for obtaining the "receiving authorization" of the RECIPIENTS who will receive the SMS, ensuring
that such authorization has in fact departed from the RECIPIENTS, through an unequivocal acceptance procedure. When registering,
the RECIPIENTS must be informed of all the main information and specifications of the service, such as the preferred time for receiving
the SMS, receiving frequency (daily, weekly, monthly or alerts), mobile phone number and procedure for sending SMS. In this "receiving
authorization", the recipients must be aware of the technical conditions necessary for receiving and sending the SMS - coverage
area, connected terminal, responsibility of the recipients regarding the safekeeping of information as soon as it is received on
the cell phone and, finally how to proceed in case of theft or loss of the device, in the form of clause 6.1.18 above.


 


6.5.1 At any time, CLARO may request
from the CONTRACTING PARTY the proof of authorization of RECIPIENTS who receive, have received, or will receive the SMS.


 


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6.6 In this act, the CONTRACTING PARTY
acknowledges that CLARO is and will always be the sole holder of SHORT NUMBERS that will be used for sending and receiving
SMS, and that CLARO is and will be the only and exclusive responsible for the billing and collection of INTERESTED PARTIES
and / or RECIPIENTS, if applicable.


 


SEVENTH CLAUSE – BREACH OF CONTRACT


 


7.1 The proven violation of any clause
of this Agreement will cause the CONTRACTING PARTY to apply the non-compensatory fine, in the amount equivalent to [*****]
times the average amount of the last [*****] invoices paid by the CONTRACTING PARTY to CLARO, in addition to the
correction by the IGP-M (General Market Price Index) of FGV (Fundação Getúlio Vargas), from the date of the
infraction until the date of payment, without prejudice to the payment of losses and damages that such termination may cause.


 


CLAUSE EIGHT - THE RESPONSIBILITY OF THE PARTIES


 


8.1 The CONTRACTING PARTY is responsible
for indemnifying and reimbursing CLARO, third parties, especially the INTERESTED PARTIES and RECIPIENTS, for any kind of
direct and indirect damages and loss of profit, arising from failures, errors or fraud in the execution of the object of this Agreement,
or, still, with respect to actions or omissions of the CONTRACTING PARTY that violate the provisions set forth by the applicable
legislation and / or regulation, including, but not limited to, the eventual fines and / or other penalties, administrative or
otherwise, that may be applied, without reducing CLARO's supervision, monitoring or approval duties.


 


8.2 It is expressly agreed that, in the
event that CLARO is cited, notified, summoned or sentenced, as responsible or co-responsible, for any obligation attributable
to the CONTRACTING PARTY, or if the obligations of the CONTRACTING PARTY, at the discretion of the competent authorities,
are imputed to CLARO, whether of a fiscal, labor, social security, civil or criminal nature, even after the end of the Agreement,
the CONTRACTING PARTY will request CLARO’s exclusion from the proceedings. In addition, CLARO may, without
prejudice to the other rights resulting or arising from this Agreement, retain from the payments due (I) the amount corresponding
to the amount of the contingency or even the amount of the loss attributed by the administrative or judicial authority, until the
CONTRACTING PARTY satisfies the respective obligation, releasing CLARO from the notice of infraction, subpoena or
condemnation when decreed by the competent authority; and (ii) the amounts related to the payment of legal costs and legal
fees paid. The above provision is also fully applicable in cases where there is any kind of fraud in the operation of CLARO.


 


8.3 If the CONTRACTING PARTY causes
damage to CLARO, by action or omission in the performance of its functions, or by not observing the conditions provided
for in this Agreement, it will be obliged to pay CLARO an indemnity corresponding to the damage and / or loss caused, as
provided Article 927 of the Civil Code. The CONTRACTING PARTY is fully responsible for reimbursing CLARO for
any damages or losses caused by the actions or omissions of its employees, agents and / or subcontractors in the performance of
the services now contracted or due to them, under the terms of article 932, item III, of Civil Code, being exclusively responsible
for their respective obligations, as well as for any and all losses, damages, costs or expenses that they cause to third parties.


 


CLAUSE NINE - TERM AND RENEWAL


 


9.1 This Agreement will enter into force
on the date of its signature and will remain in effect for a period of 12 (twelve) months, automatically renewable for equal and
successive periods, in the event that there is no written declaration by either Party against its extension, in the 30 (thirty)
days prior to the expiration or renewal term.


 


CLAUSE TEN - TERMINATION


 


10.1 CLARO may terminate this Agreement
at any time, with prior written notice to the CONTRACTING PARTY, at least 30 (thirty) days in advance, without incurring
CLARO, in this case, in any expenses, whether as indemnity, fine or in any other way, with the payment of the amount corresponding
to the pending amounts only, including those included during the period of notice.


 


10.2 Failure by the CONTRACTING PARTY
to comply with any of the conditions established in this Agreement will give CLARO the right to terminate this agreement
for default, provided that the CONTRACTING PARTY has been notified and does not remedy the default within 72 (seventy-two)
hours from the receipt of the notification sent by CLARO.


 


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10.2.1 In cases of recurrence, CLARO
will have the right to terminate this Agreement immediately, without the need to send any judicial or extrajudicial notification
to the CONTRACTING PARTY.


 


10.3 Notwithstanding the foregoing, CLARO
may terminate this Agreement immediately, regardless of notification, in the event of one of the following:


 


		a)	Bankruptcy or request for judicial or extrajudicial recovery of the CONTRACTING PARTY;






		b)	Declared insolvency of the CONTRACTING PARTY or any of its partners;






		c)	Filing of protests or executions of values higher than the value of the CONTRACTING PARTY's
capital stock;






		d)	Termination of any license issued by an official organization, which is mandatory for the provision
or continuity of the services now contracted;






		e)	Negligence or poor provision of services by the CONTRACTING PARTY, causing a proven drop
in the quality established by the Parties, including, but not limited to, a high incidence of technical problems and a high level
of complaint from INTERESTED PARTIES, without prejudice to any losses and damages;






		f)	Assignment or transfer of this Instrument without prior consent from CLARO; and






		g)	Impossibility of commercializing SHORT NUMBERS by the CONTRACTING PARTY, for any reason.



 


10.4 The CONTRACTED PARTY declares
that the term and the termination clauses are compatible with the investments made in order to provide the Services now contracted.


 


10.5 Any rights and obligations assumed
under this Agreement that, by their nature, extend after the end of this Agreement, will remain in force until they are fulfilled,
as well as the clauses of this Agreement necessary for the understanding of these directives and obligations.


 


CLAUSE ELEVEN - INTELLECTUAL PROPERTY RIGHTS


 


11.1 The CONTRACTING PARTY guarantees
to be the holder or licensee of all rights over the methods and software it uses in connection with this Agreement, shall observe
all legal provisions, and hold, in any event, CLARO harmless and exempt from any liability, related to the CONTRACTING
PARTY or any third parties, in connection to the intellectual property rights used for the development of the object of this
Agreement, as well as being responsible for the care, protection and payment of the same rights for all rights holders mentioned
here. In this sense, the CONTRACTING PARTY further guarantees to CLARO that the provisions of this Agreement do not
constitute an infringement of any legal device or violation of copyright and related rights of third parties, in any country where
such third parties are established, trademarks, trade secrets or other industrial property of third parties. It will also keep
CLARO up to date and safe from any future dispute with respect to what is provided for in this provision, so that its liability
is excluded, be it joint or subsidiary, and may be denounced in any action that is proposed to indemnify its authors, applying
the provisions of article 70, item III, of the Brazilian Civil Procedure Code to this Agreement.


 


CLAUSE TWELVE - USE OF TRADEMARKS


 


12.1. Nothing in this Agreement shall be
understood or interpreted as a license to use any of the trademarks owned by the Parties. The use by either Party of any trademarks
of the other Party as well as the manner of its use and disclosure, whether in advertising, promotional material, or any other
means of delivery, including the Internet, regardless of the purpose, shall be preceded by written consent of the Party intending
to make use of the trademark of the other Party.


 


CLAUSE THIRTEEN - CONFIDENTIALITY


 


13.1 Each Party shall maintain and ensure
that it as well as its consultants, agents, employees and each of its successors and assignees will keep all documents, material,
specifications, registration data, data and other information, whether technical or commercial, provided to it by the other Party
or on its behalf, whether or not related to the services, or obtained by it during the term of this Agreement ("Confidential
Information") confidential. It will not publish or otherwise disclose or use them for purposes other than to fulfill its obligations
under this Agreement, for a period of 5 (five) years after the termination of this Agreement. Failure to comply with the terms
of this clause shall subject the infringing Party to compensation for the damage caused to the innocent Party.


 


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13.1.1 As part of the commitment to maintain
the confidentiality of the information received, the CONTRACTING PARTY shall enter into an agreement with its managers,
employees and / or collaborators, requiring the maintenance of strict secrecy and confidentiality of the information and technical
knowledge that they may receive or make known as a result of entering into this Agreement, during and after the end of the employment
or commercial link with the CONTRACTING PARTY. This agreement must be performed via a clause in the employment agreement
or service provision agreement.


 


13.2. The Party receiving the Confidential
Information shall inform the transmitting Party, as soon as it is aware of any request for such information by any competent public
authorities or through any judicial proceeding, so that the transmitting Party is able to take any legal action it deems appropriate.


 


CLAUSE FOURTEEN - GENERAL PROVISIONS


 


14.1 This Agreement will bind each of the
Parties and their respective authorized successors and assigns. The CONTRACTING PARTY may not assign this Agreement without
CLARO's prior written consent.


 


14.1.1. The Parties hereby agree that CLARO
may assign, in whole or in part, the rights and obligations under this Agreement to any other company that is its parent company,
controlled or related to it, in accordance with the applicable corporate law.


 


14.2 All notices required under this Agreement
will be delivered in person, or sent by registered mail or transmitted by fax (with a confirmation copy also sent by registered
letter) to the Parties at the addresses specified in the Parties' details, or other addresses that either Party may inform to the
other in writing.


 


14.3 Tolerance by either Party to exercise
any of its rights under this Agreement shall not be considered a waiver or novation, and will not affect the subsequent exercise
of such right. Any waiver will take effect only if it is specifically granted in writing through their respective legal representatives.


 


14.4. This Agreement contains the entire
agreement between the Parties with respect to its subject matter, canceling any prior contract or agreement on the same subject
matter, and may only be amended by a written instrument signed by both Parties.


 


14.5 In the event that any terms or provisions
of this contract are declared void or not applicable, such nullity or unenforceability will not affect the remainder of the Agreement,
which will remain in full force and effectiveness, as if such provisions had never been incorporated into it.


 


14.6 This Agreement does not create any
employment, corporate, associative, representation, agencying, consortium, joint-venture or similar link between the Parties, bearing
each of its respective obligations under the terms of the legal system in force.


 


14.7 The taxes that are due in direct or
indirect result of this Agreement or its execution, constitute a liability of the taxpayer or tax- responsible person as defined
in the tax legislation in force, unless this Agreement has provided otherwise.


 


14.8 The Parties shall not be liable for
failure to comply with any obligation of this Agreement, as a result of fortuitous events and of force majeure, specifically judicial
decisions and expressly prohibitive laws or regulations. In such cases, non-compliance with the obligations assumed herein will
not be considered breach of contract and, therefore, does not constitute grounds for termination of this Agreement, to the extent
that the impending event is temporary, according to the provisions of article 393 of the Civil Code.


 


14.9 The Parties sign this Agreement without
exclusivity, so that CLARO has the freedom to make available its capacity to any third parties directly, as well as the CONTRACTING
PARTY has the freedom to enter into similar contracts with other mobile phone service providers.


 


14.10 The Parties, as well as their representatives
who sign this Agreement, declare that they are duly authorized to sign and execute the Agreement, in the form of their respective
social instruments.


 


14.11 The CONTRACTING PARTY declares
and warrants that it has the technical knowledge (know-how), experience and technical competence necessary for the execution of
the contract. The CONTRACTING PARTY further declares and warrants that it is in good financial condition, in addition to
being properly organized and equipped for the execution of this Agreement.


 


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14.12 The Parties agree to amend this Agreement
to comply with ANATEL's edition of regulations or any legislation regarding the services provided by the CONTRACTING PARTY,
to which CLARO is obliged to comply, and also, if legislation is enacted that prohibits CLARO from executing this Agreement
to CLIENTS.


 


14.13 CLARO and the CONTRACTING
PARTY will adjust, by means of information exchanges, the procedures and operational routines essential to the implementation
of this Agreement.


 


14.14 Any and all changes in the system
or routine of the services covered by this Agreement must be processed by mutual agreement between the Parties, and made official
through the corresponding Addendum, committing the CONTRACTING PARTY to pass on all the changes to the interested third
parties, as well as to the INTERESTED PARTIES.


 


14.15 Each party will bear the burden of
its responsibility to third parties, without any solidarity between them.


 


14.16 The CONTRACTING PARTY must
keep a complete record of the services performed by it and are object of this Agreement. The CONTRACTED PARTY undertakes
to give access to CLARO, to its duly identified representatives, as well as to its external auditors that are designated in writing,
upon 24 (twenty-four) hours prior notice, to any facility or part of a facility in which the CONTRACTED PARTY or any of
its subcontractors (where applicable), are providing Services to CLARO, and to data and records exclusively related to the Services
contracted herein for control and follow-up of CLARO.


 


CLAUSE FIFTEEN - ANTI-CORRUPTION AND ANTI-BRIBERY


 


15.1 The CONTRACTING PARTY declares
that it is aware of the terms of the Brazilian anti-corruption and anti-bribery laws, including, but not limited to, Law 12.846
/ 2013 and that:


 


(i)            it
takes all necessary measures, in accordance with good business practices in an ethical manner and in accordance with applicable
legal requirements, to prevent any fraudulent activity by the CONTRACTING PARTY (including its shareholders, directors,
officers and employees) and / or by any suppliers, agents, contractors, subcontractors and / or their employees with respect to
the receipt of any resources from their suppliers and service providers, being certain that if any situation is identified that
may affect its relationship with CLARO, will immediatly notify CLARO and take all necessary measures;


 


(ii)           it
declares that it has not carried out or promised to carry out, in connection with the operations provided for in the Agreement,
or with any other commercial operations involving the CONTRACTING PARTY, any payment or transfer of values, directly or
indirectly, to any governmental authority or public official; any political party, party authority or candidate for official office;
to any director, counselor, employee or representative of any actual or potential customer of the CONTRACTING PARTY; to
any shareholder, counselor, director and employee of the CONTRACTING PARTY; or to any other person or organization, if such
payment or transfer represents a violation of the laws of the country in which it is made;


 


(iii)          it
declares that it does not offer or agree to give any employee, agent, or representative any gratuity, commission or other value
whatsoever as inducement or reward for practicing, failing to practicing, having performed any act to promote business by fraudulent
or unlawful means and formalize contracts with suppliers and service providers;


 


(iv)          it
undertakes to implement continuous improvements of effective controls in the prevention and detection of non-compliance with the
Anti-Corruption Rules and the requirements established in this instrument; and


 


(v)           it
declares having knowledge of the content of the CLARO Code of Ethics, available at the link http://www.claro.com.br/claropar/governanca-corporativa/codigo-de-etica/,
to guide its activity, as well as its partners and suppliers, in accordance with the best commercial practices, controls and processes,
technical and operational requirements, as well as forecasts of civil and criminal penalties, being subject to periodic internal
and external audits.


 


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CLAUSE SIXTEEN - JURISDICTION VENUE


 


16.1 The Central Forum of the District
of the Capital of São Paulo is the only competent body to settle any disputes arising from this Agreement, with waiver of
any other, however privileged it may be or may be.


 


IN WITNESS WHEREOF, the Parties execute
this Instrument, in two counterparts of equal content, together with two (2) witnesses.


 


São Paulo, 23/11/2017.


 


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	/s/ Fabio Matias de Souza	 
	CONTRACTING PARTY

Name: Fabio Matias de Souza

Title: Chief Commercial Officer	 
	 	 
	/s/ Silvana Razeira de Lima	 
	CONTRACTING PARTY

Name: Silvana Razeira de Lima

Title: Business Manager	 
	 	 
	/s/ André Neckel	 
	CLARO S.A	 
	Name: André Neckel

Title: Executive Manager of Sales	 
	 	 
	/s/ Vânia Lago	 
	CLARO S.A	 
	Name: Vânia Lago

Title: Director of Southern Sales	 
	 	 
	Witnesses:	 
	 	 
	/s/ Marcos Bravo	 
	Name: Marcos Bravo	 



 


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