BUSINESS PARTNER TERMS

1. COMMERCIAL RELATIONSHIP

Nothing in this contract creates an employer-employee relationship between the Parties.

Absence of partnership: Both parties enjoy full and complete business autonomy and, therefore, are independent parties so that neither this Agreement nor any element thereof shall constitute or be considered as constituting a legal entity, an Agency, or a Joint Venture between the Parties entering into this Agreement. Neither Party shall be deemed as the agent or partner of the other for any purpose whatsoever and neither Party shall have any authority or power to bind the other, or to contract on behalf of, or create liability against the other. Likewise, it is expressly understood and agreed between the parties that the directors, officers, agents, employees, contractors, and/or subcontractors of the Partner are the sole directors, officers, agents, employees, contractors, and/or subcontractors thereof and shall not be deemed as directors, officers, agents, employees, contractors, and/or subcontractors of HUMAND, lacking any connection, right, claim, or action related to or in any way linked to HUMAND and vice versa.

Each Party warrants that it will make any necessary statement or announcement to provide certainty about the independent relationship described above; therefore, they undertake to notify the other party, within a period of forty-eight (48) business hours, the existence of any act that may generate confusion regarding such independent relationship. Furthermore, and despite the specific provisions set forth herein, the Parties agree to refrain from making any statement or announcement that may lead to an unfeasible confusion, connection, or assimilation between both companies, and in the event such a situation arises, the Parties hereby declare that they will rectify the situation within a period of twenty-four (24) hours.

2. ASSIGNMENT

Neither party may partially or fully assign the execution of this agreement to a third party without the prior, express, and written authorization of the other party.

3. INDEMNITY

Each Party agrees to hold harmless the other Party, its respective affiliates, officers, agents, employees and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, sanctions, punitive damages, expenses, reasonable legal fees and costs of any kind or amount resulting from the negligence or breach of this Agreement by the indemnifying party, its respective successors and assigns arising in connection with this Agreement. Such liability shall be limited to the maximum amounts agreed upon with the referenced customers. This section remains in full force and effect even after termination of the Agreement by its natural termination or early termination by either party

4. LIMITATION OF LIABILITY

Under no circumstances shall the Parties be liable to each other or any third party for any damages, including but not limited to, loss of revenue or loss of profits or loss of business, delay costs, or delivery failure. This is provided that there is no breach of any of the Parties and/or negligence in the performance of the obligations stipulated herein by either of them resulting in the aforementioned damages.

5. TERMINATION

In the event that either party decides to terminate this contract prior to the termination date stipulated in Clause 4, they must do so in writing, which may be sent by email, provided that mailboxes preventing further modification of the messages are used. From that moment, this contract shall be terminated. Under no circumstances shall termination of the contract invalidate the obligation to pay the pending agreed sum for closing a deal with a client introduced by the Partner to HUMAND.

Furthermore, termination may also be requested in the event of serious breach: this includes any conduct by the PARTNER that constitutes a breach of the obligations assumed herein; or actions not ratified or approved by HUMAND, which involve misuse of intellectual property rights, or breach of non-compete or indemnity obligations. In such cases, prior to termination of the Agreement due to the fault of the PARTNER, HUMAND shall notify the PARTNER – through the Primary Contacts – to take necessary measures to remedy the breach within a period of ten (10) days. In the event that the PARTNER has not remedied its breach after said period, HUMAND shall be entitled to terminate this Agreement, with all damages and losses recoverable by law, including costs and attorneys’ fees, borne by the PARTNER.

If this Agreement is terminated due to any fault attributable to the PARTNER, it shall forfeit any right to recognition, and the entire distribution network and/or clientele generated shall become immediately available for HUMAND to continue its exploitation.

6. CONFIDENTIALITY

“Confidential Information” shall be deemed to mean any and all oral or written information disclosed by one Party to the other and/or by representatives, advisors, officials, and/or other employees of one Party to the other (including, but not limited to, plans, deeds, financial and accounting data, business plans, budgets, commercial strategies, customer and user information, data, permits, authorizations, specifications, proprietary designs).

Confidential Information may take the form of writings, drawings, data, proposals, financial information, and any other specific information relating to the business under analysis. Likewise, Confidential Information may be oral, visual, or presented in any other format that is not permanent. In such cases, it may not be labeled as confidential but shall nonetheless be treated as such.

The receiving Party of the Confidential Information shall: (a) keep the Confidential Information received from the disclosing Party private and confidential; (b) treat and protect the Confidential Information from unauthorized use, dissemination, or disclosure with the same care as it treats and protects its own confidential information, using no less than reasonable care; (c) restrict the disclosure of the Confidential Information to the officers and employees of such Party whose duties require knowledge of the Confidential Information and to legal advisors and special advisors whom such Party has currently engaged or may engage in the future; (d) use the Confidential Information exclusively for the purposes of this Agreement; and (e) not decipher, reverse engineer, create derivative works, or disassemble or modify the Confidential Information, except with the express written authorization of the disclosing Party.

The Parties shall notify their officers, employees, representatives, and/or advisors, as well as any person who may have access to the Confidential Information, of the terms set forth in this Agreement, and shall be responsible for any breach thereof by them.

The Party receiving the Confidential Information undertakes not to use it to compete with the other Party or its business, or to otherwise harm them.

7. NON-COMPETITION

The PARTNER undertakes not to carry out, on its own behalf or on behalf of third parties, in any manner whatsoever, acts that, in any way, directly or indirectly imply or could imply unfair competition with respect to the activity and products and services of HUMAND.

This limitation shall apply throughout the term of this Agreement and for a period of three (3) years after the termination of the relationship between the Parties, regardless of the reason for termination.

8. INTELLECTUAL PROPERTY

During the term of this Agreement, HUMAND grants the PARTNER a non-exclusive, non-transferable license to use and display the trademarks, service brands, trade names logos, and other identifiers (“Brands”) of the Company only in connection with the marketing and promotion of the Products as authorized herein. The PARTNER acknowledges that HUMAND owns all rights, title, and interest in and to the Brands. The PARTNER shall not, at any time during the term of this Agreement or thereafter, directly or indirectly challenge or contest HUMAND’s right and title to the Brands or the validity thereof, nor assist any third party in doing so. The PARTNER shall not apply for or register the Brands or any confusingly similar trademarks or service Brands during the term or thereafter. The PARTNER acknowledges that it will not acquire any rights in the Marks hereunder except for the license granted herein. All goodwill arising from the PARTNER’s use of the Brands shall inure to the benefit of HUMAND, and HUMAND shall be the owner of all trademark and service mark rights, if any, in the Brands created by such uses.

The Parties agree that all intellectual property rights in HUMAND’s Products belong exclusively to HUMAND. The PARTNER shall make no claims to HUMAND’s Products nor shall the PARTNER make such claims to ideas, suggested modifications to the products, or any other information or materials delivered by the PARTNER (“Work Product”) arising from the PARTNER’s services under this Agreement. The Parties agree that such Work Product shall be deemed “work made for hire” and shall therefore be exclusive to HUMAND and/or automatically assigned to HUMAND. The Partner agrees to promptly execute any documents necessary for HUMAND to perfect its rights in such Work Product.

9. MISCELLANEOUS

9.1 Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Argentina, excluding all provisions that refer to the application of foreign law. Any dispute arising from this Agreement shall be submitted to the jurisdiction of the ordinary courts and tribunals of the Autonomous City of Buenos Aires, Argentina, to the exclusion of any other that may correspond to the Parties, which they hereby renounce.

9.2 Partial Invalidity

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement.

9.3 Dissemination and Logos

With the signing of this contract, HUMAND authorizes the Partner to inform or communicate to whomever the latter deems necessary about this commercial alliance in the region, and in adherence to the alliance, to make appropriate use of our brand and logo (having authorization to place it on their website or other media).

The Partner consents to HUMAND for the non-exclusive and non-transferable use of the Partner’s name and/or logo in connection with its identification as a partner of HUMAND, along with those of other HUMAND partners, in a public display on its website, as well as in videos and other marketing materials. The partner warrants that its logo does not infringe the rights of any third party and that it has full authority to grant this consent. The Partner may terminate this consent at any time upon prior notice with thirty (30) days’ notice.

10. FACULTIES OF HUMAND

HUMAND reserves the right to unilaterally modify these terms and conditions, and must notify the Partner in the event of any modification.