TERMS AND CONDITIONS FOR PARTNER TRANSLATORS

INTRODUCTION AND GENERAL PROVISIONS

1.1. Welcome to ZETTA Clubhouse! These are the terms and conditions ("TERMS") that govern access to and use of the services provided through the PLATFORM and related content ("SERVICES"), made available by ZETTA Translate LLC, incorporated in the state of Delaware, at 8 the Green, Suite A, Dover, Zip Code 19901, or any of its affiliates ("ZETTA"), to individual translators and/or translation companies ("PARTNER TRANSLATOR") who choose to use ZETTA'S SERVICES.

1.2. Qualification as a PARTNER TRANSLATOR depends on the approval of the registration fulfilling the requirements indicated in the SELECTION PROCESS of this agreement, and only after approval by ZETTA and acceptance of all TERMS and rules of ZETTA, the translator becomes a PARTNER TRANSLATOR.

1.1.1. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

1.2. ACCEPTANCE OF TERMS AND CONDITIONS OF USE. BY REGISTERING AND CONTINUING TO USE THE SERVICES, THE PARTNER TRANSLATOR DECLARES TO HAVE READ, UNDERSTOOD, AND ACCEPTED THE TERMS. IF AT ANY TIME THE PARTNER TRANSLATOR DOES NOT AGREE WITH THE TERMS, THEY MUST IMMEDIATELY CEASE THE USE OF THE SERVICES.

1.2.1. The TERMS herein are considered SPECIFIC TERMS OF USE of the GENERAL TERMS OF USE. In this case, the SPECIFIC TERMS OF USE may replace, supplement, or modify the GENERAL TERMS OF USE. Therefore, in the event of a conflict between them, the specific conditions shall prevail over conflicting GENERAL TERMS OF USE, respecting the autonomy of the clauses (together, "TERMS").

1.2.2. Should the PARTNER TRANSLATOR also be part of the ZETTA TOP PERFORMERS PROGRAM, the rules of this program will be complementary and considered as SPECIFIC TERMS OF USE.

1.3. Communication with the PARTNER TRANSLATOR. The PARTNER TRANSLATOR authorizes ZETTA to send administrative notifications through the PLATFORM, email, SMS, WhatsApp, a publication on its website, or any other available communication channel ("COMMUNICATION CHANNELS") with informative and promotional content related to the SERVICES.

1.4. Amendment of TERMS. ZETTA reserves the right to make changes and updates to the TERMS at any time without prior notice. In case of changes to the TERMS that restrict rights of PARTNER TRANSLATORS, ZETTA may communicate such changes, at its discretion, through the COMMUNICATION CHANNELS. However, this provision does not relieve the PARTNER TRANSLATOR of the responsibility to periodically check the TERMS. If the PARTNER TRANSLATOR does not agree with the changes to the TERMS, they must cancel their account and cease all use of the SERVICES. The PARTNER TRANSLATOR's continued access or use of the SERVICES after such posting represents their consent to be bound by the amended TERMS.

PARTNER TRANSLATOR DATA AND PRIVACY

2.1. ZETTA HAS AN EXPRESS PRIVACY POLICY. THE REGISTRATION INFORMATION AND OTHER INFORMATION ABOUT THE PARTNER TRANSLATOR ARE SUBJECT TO THE TREATMENT REFERRED TO IN SUCH PRIVACY POLICY. THE PARTNER TRANSLATOR UNDERSTANDS AND AGREES THAT THEIR USE AND PROVISION OF THE SERVICE INVOLVE THE COLLECTION AND USE OF INFORMATION AND DATA ABOUT THE PARTNER TRANSLATOR, INCLUDING THE TRANSFER OF SUCH INFORMATION AND DATA TO OTHER TERRITORIES FOR STORAGE, PROCESSING, AND USE BY ZETTA, ITS CONTROLLER, AND OTHER COMPANIES IN THE SAME ECONOMIC GROUP, FOR THE PURPOSES OF SERVICE PROVISION AND OTHERS PROVIDED IN THE PRIVACY POLICY. PLEASE CONSULT ZETTA'S PRIVACY POLICY AT THE FOLLOWING LINK: http://app.ZETTA.global/Legal/PrivacyPolicy. ZETTA'S PRIVACY POLICY IS AN INTEGRAL PART OF THE TERMS.

2.2. The PARTNER TRANSLATOR agrees to maintain confidentiality regarding all documents and information accessed through ZETTA, including but not limited to all aspects of negotiation: reports, marketing plans, project information, lawsuits, contracts, studies, information collection methods, computer programs, codes, software, inventions, trade secrets, emails, designs, among others, whether protected by intellectual property or copyright, as well as third-party documents and data of any kind, assuming full responsibility for the obligations stipulated in this agreement.

2.2. The PARTNER TRANSLATOR acknowledges being aware that they may be personally liable for damages caused directly or indirectly to ZETTA and affiliates, as well as third parties, resulting from breach of the TERMS.

ZETTA SERVICES

3.1. SERVICES provided by ZETTA. The SERVICES consist of translation intermediation and payment facilitation ("INTERMEDIATION"), through software licensing and usage, where ZETTA licenses the SERVICES non-exclusively ("LICENSING"), enabling the PARTNER TRANSLATOR to receive requests from CLIENTS interested in hiring Translation Services ("TRANSLATION SERVICE").

3.1.1. The PARTNER TRANSLATOR grants ZETTA the necessary authorizations for the proper execution of the SERVICE, appointing it as their representative to collect credits, process payment, settle debts, provide and demand settlement, promote asset liquidation, and in every way act in the best interest of the represented party.

3.1.2. Zetta Translate is authorized to use the PARTNER TRANSLATOR's image and name to promote the services offered on the platform, including but not limited to promotional materials, social media posts, advertisements, and other communication channels.

3.1.3. The use of the PARTNER TRANSLATOR's image and name by Zetta aims to promote the translation services available on the platform, attracting potential clients and enhancing the brand's reputation.

3.2. ZETTA grants the PARTNER TRANSLATOR a limited, personal, non-exclusive, non-transferable, non-commercial, and fully revocable license to use the PLATFORM in accordance with the conditions set forth in these TERMS OF USE.

3.3. ZETTA is not responsible for any damages suffered by the PARTNER TRANSLATOR due to copying, transferring, distributing, or any other form of use of protected content available on the PLATFORM.

3.4. ZETTA reserves all rights to the PLATFORM not expressly granted herein.

3.5. ZETTA may provide other SERVICES or offer products linked or unlinked to the SERVICE, free of charge or for a fee, at its discretion. Unless otherwise defined in additional TERMS, such products, services, and deliveries are subject to these TERMS and defined as SERVICES for all legal purposes of this TERM.

3.6. The SERVICE must not be used for any purpose other than those expressly authorized by this TERM.

3.7. Payment for SERVICES. ZETTA may charge for all or part of the SERVICE, at its discretion. Currently, the Licensing is provided free of charge for users of the free plan, while the Intermediation is provided on a fee basis ("INTERMEDIATION FEE"). As remuneration for INTERMEDIATION, ZETTA will charge the PARTNER TRANSLATOR a percentage for each accepted translation, according to the SERVICE category.

3.8. Top Performers Program. Translators enrolled in the "TOP PERFORMERS" program may enjoy special conditions as per the program's regulations. These special conditions may include full or partial exemptions from the INTERMEDIATION FEE, as well as other benefits that may be periodically defined by ZETTA. Participation in the "Top Performers" program and the granting of any benefits are subject to the criteria and conditions established in the specific program regulations, which may be changed at the sole discretion of ZETTA.

3.9. Access Plans. ZETTA offers two access plans for translators:

i) Free Plan: The Free Plan grants the translator the right to one user to access platform features, including instant quoting, workflow management tool, Zeta Chat, and digital wallet.

ii) Top Agency Plan: The Top Agency Plan includes all benefits of the Free Plan, allows access for up to five users, offers priority access to new Cat (Computer-Assisted Translation) AI tools, and training opportunities.

Translators can choose the plan that best suits their needs and objectives. ZETTA reserves the right to modify the benefits of each plan, as well as the fees charged, at any time, with prior notice to users.

TRANSLATION SERVICE

4.1. The TRANSLATION SERVICE(S) include the provision, by the PARTNER TRANSLATOR, of translation services in TECHNICAL, SWORN, CERTIFIED, or other applicable modalities, as well as formatting of the respective documents in different formats, according to the needs of the provided SERVICE, through ZETTA's platform.

4.2. SWORN TRANSLATION is performed by a sworn translator certified by the certifying institution of the country. This service is called sworn translation due to the need for an oath, which is performed by the translator responsible for providing this SERVICE.

4.3. TECHNICAL TRANSLATION is used when content needs to be translated in a specialized manner, i.e., when the text is written according to the language used in a particular area. The translation is done by a technical translator who is proficient in the language and understands the purpose and target audience where the content will be applied, using correct terminology to ensure the text makes sense.

4.4. CERTIFIED TRANSLATION is a free translation done by translators certified by ZETTA, attesting to the truthfulness and quality of the translation in relation to the original document. Thus, the translated document contains a certification of professional translation and legal validity in many countries.

PARTNER TRANSLATOR SELECTION PROCESS

5.1. Admission to Zetta Clubhouse. The POTENTIAL TRANSLATOR may only join the Zetta Clubhouse if invited by a client qualified by ZETTA. Translators who do not receive an invitation but wish to participate have two options:

i) Pre-register, making themselves available as a suggestion for new ZETTA clients; or

ii) Recommend a client to ZETTA, who must approve the translator's registration and linkage.

5.2. At the time of registration, the POTENTIAL TRANSLATOR must provide all required information, such as: the language(s) in which they will work; and the rates for their SERVICES, based on: i) sheets, or the equivalent of one thousand characters without spaces; ii) words; or iii) pages.

5.3. The SELECTION PROCESS is directed only at individuals with legal capacity to participate. Therefore, individuals lacking full legal capacity, including, but not limited to, individuals under the age of 18 (eighteen) years, or individuals previously disqualified from the SELECTION PROCESS by ZETTA for any reason, may not participate. Furthermore, ZETTA is not responsible for false information provided by the POTENTIAL TRANSLATOR during registration, with any legal measures being solely the responsibility of those involved.

5.4. To be approved in the SELECTION PROCESS, the POTENTIAL TRANSLATOR must demonstrate their full legal capacity by completing the registration form accurately and comprehensively with the requested information, including previous experiences, certifications, resume, etc. Additionally, if any inaccuracies or inconsistencies are found in the registration data by ZETTA, the application will be automatically denied.

5.5. The POTENTIAL TRANSLATOR must provide all documentation requested by ZETTA for the purpose of completing the registration, which is essential for finalizing the registration.

5.6. ZETTA may conduct a proficiency and technical capacity assessment, requiring the candidate to translate and/or interpret proposed content.

5.7. Following registration, ZETTA will verify the provided data.

5.8. ZETTA reserves the right to use all valid and possible means to identify the POTENTIAL TRANSLATOR, including requesting additional data and documents it deems pertinent to verify the information provided during registration.

5.9. The POTENTIAL TRANSLATOR may not register with information that belongs to third parties or is false, and is directly and solely liable for any administrative and criminal responsibilities resulting from failure to comply with this premise.

5.10. Approval as a PARTNER TRANSLATOR will only be considered effective upon approval by ZETTA, which may deny registration without providing a reason.

5.11. Upon approval by ZETTA, the PARTNER TRANSLATOR will receive a notification email and will be granted access to the PLATFORM.

5.12. By using the PLATFORM or any related SERVICES, the PARTNER TRANSLATOR is responsible for maintaining the confidentiality of their account and password, and for restricting access to their computer, being civilly and criminally liable for all activities that occur under their account or password.

5.13. A PARTNER TRANSLATOR may not have more than one registration on the PLATFORM. The TRANSLATOR acknowledges and agrees that if duplicate registrations are detected, ZETTA will disable all registrations related to that user.

5.13. The profile of the PARTNER TRANSLATOR is exclusive and non-transferable. The PARTNER TRANSLATOR agrees, by accepting the TERMS, not to share their ACCOUNT with third parties, with the transfer of their Account being prohibited, under penalty of immediate cancellation of the PARTNER TRANSLATOR'S ACCOUNT, and referral of the case to public authorities for analysis of any applicable criminal and civil penalties.

5.14. The information in the ACCOUNT is the sole responsibility of the person who entered it. In case of causing damages or losses of any kind, ZETTA may take appropriate measures to protect its interests and the integrity of CLIENTS, other PARTNER TRANSLATORS of the SERVICES, and ZETTA itself.

5.15. The PARTNER TRANSLATOR undertakes, under penalty of law, to use their ACCOUNT for the SERVICES only in a manner and for purposes strictly legal, legitimate, and permitted by these TERMS OF USE.

CALCULATION OF SERVICE FEES AND WORK PROPOSALS

6.1. Zetta Instant Quote Tool. The proprietary Zetta Instant Quote tool allows clients to get instant quotes from translators. Quotes are based on the rates registered by translators at the time of registration on the platform, based on the character count of documents submitted by clients.

6.2. Translators acknowledge and agree that quoted values may vary by up to 10% more or less, depending on the quality of the documents submitted. This variation is determined by ZETTA to ensure accuracy and fairness in quotations.

6.3. Additionally, translators who are part of the Zetta Top Performers program may be subject to additional discounts applied by ZETTA, aimed at increasing sales on the platform.

JOB PROPOSALS AND ACCEPTANCE OF SERVICES

7.1. Delivery Deadlines and Actions of the PARTNER TRANSLATOR. Based on the volume of documents, ZETTA suggests delivery deadlines to clients. However, clients may suggest alternative deadlines according to their needs.

7.2. Upon receiving a job proposal, the PARTNER TRANSLATOR can access a preview of the document and take the following actions:

Accept the suggested deadline: Confirming acceptance of the delivery deadline suggested by the client or ZETTA.

Propose a new delivery deadline: Suggesting an alternative date for the work to be delivered, which must be approved by the client.

7.3. Acceptance of services by the client. The PARTNER TRANSLATOR whose proposal is selected will receive a project confirmation notification, along with a confidentiality agreement that must be signed before the project commences.

7.4. All notifications are sent to the email and phone number of the registered person on the platform. Actions must be performed directly on the ZETTA platform.

7.5. It is important to note that the client may select more than one translator for the same project. Therefore, being attentive to notifications and responding to the client as quickly as possible can be crucial to being confirmed as the chosen translator for the work.

7.6. ZETTA encourages translators to regularly monitor their notifications and promptly respond to job proposals to increase their chances of being selected.

7.6. The PARTNER TRANSLATOR must upload the translated documents to the platform for submission to the client for approval.

7.7. The client may reject the translation project in whole or in part. In this case, the PARTNER TRANSLATOR will receive a notification explaining the justified reason for rejection.

7.7.1. In case of unresolved issues in the translation, the client may request cancellation and full refund of the amounts. For more details, refer to the Zetta TERMS OF USE (link).

7.8. The client may request cancellation without just cause with penalties applied. For more details, refer to the Zetta TERMS OF USE (link).

PAYMENT FOR TRANSLATION SERVICES

8.1. Payment for translation SERVICES. Payment for translation SERVICES is made directly by the CLIENT to the PARTNER TRANSLATOR, using one of the payment methods chosen by the PARTNER TRANSLATOR, with the PARTNER TRANSLATOR being charged the REMUNERATION for INTERMEDIATION.

8.2. Our digital account operates as a centralized system to track the monthly financial cycle of our services. Below are the main statuses reflecting different stages of the financial processes between our clients and translators:

8.2.1. Service in Progress:

Every initiated project generates credits in the digital wallet corresponding to the agreed value for the translation project.

8.2.2. Pending Client Payment:

The service has been completed, but the client has not yet made payment.

8.2.3. Dispute Resolution:

The service has been completed, but the client has initiated a refund request.

8.2.4. Funds Available for Monthly Payments:

Funds are available for completed, paid services for which the translator has already uploaded the invoice to the platform.

Zetta makes automatic transfers every 15th of the month only for available funds

8.3. Bank Transfer. The PARTNER TRANSLATOR will receive directly into their bank account the amounts related to the translation SERVICES provided to the CLIENT. In this case, the bank account must belong to the PARTNER TRANSLATOR themselves, and the requested details (Account, Agency, and Bank) must be accurately provided. If the PARTNER TRANSLATOR provides any incorrect data, ZETTA is not responsible for any delays in the transfer and/or loss of transferred funds. Bank transfers may be subject to charges, as informed to the PARTNER TRANSLATOR during the activation of the option or the transfer process.

8.4. It is the responsibility of the PARTNER TRANSLATOR to ensure that the bank information provided is accurate and up to date.

8.5. Calculation of the price of the translation SERVICE provided by the PARTNER TRANSLATOR. The price paid to PARTNER TRANSLATORS will follow the tariff rate applied by the PARTNER TRANSLATOR at the time of registration on the platform.

8.6. The price of the translation service may vary if the TRANSLATOR is part of the Top Performers Club, subject to the terms and conditions applicable to the Club.

8.7. ZETTA reserves the right to establish, remove, and/or revise the method of calculating the price of the translation SERVICE provided by the PARTNER TRANSLATOR through the use of the SERVICES at any time, at ZETTA's sole discretion.

8.8. Authorization for Third-Party Financial Services: For the smooth operation of these services, the translator authorizes the use of third-party financial services.

8.9. Recognition of the Translator Regarding Post-Paid Translation Services: The translator acknowledges that Zetta operates with post-paid translation services, and clients may face delays or non-payment for translations. The translator recognizes and assumes the risk of non-payment. Zetta will make all efforts, including legal action, to recover outstanding payments from clients. However, Zetta expressly excludes any liability for client defaults in transactions conducted through the platform. The full responsibility for such cases rests solely with the translator. Despite the absence of liability, Zetta commits to take all possible legal measures to recover the translator's credit, providing support whenever feasible in legal actions.

8.10. Monthly Report: On the 10th day of each month, Zetta will provide a report detailing all completed projects and the status of associated payments.

8.11 If translation services are performed in Brazil, the invoice must be issued in the name of Zetta Translate, CNPJ 54.114.100/0001-78. If services are performed outside Brazil, the invoice must be issued in the name of Zetta Translate LLC, incorporated in the state of Delaware, at 8 The Green, Suite A, Dover, Postal Code 19901.

8.12 Promotional Codes and Reward Actions. Zetta may, at its sole discretion, create promotional codes redeemable for credits to CLIENTS' accounts ("Promotional Codes") or reward actions for PARTNER TRANSLATORS ("Reward Actions").

8.13. Right to Retain or Deduct Payments. Zetta reserves the right to retain payments or deduct amounts from future payments in case of cancellation by clients, with or without cause, and/or in the event the partner translator causes damage to Zetta. Such deductions may include, but are not limited to, amounts corresponding to any costs, losses, or damages incurred by Zetta as a result of such cancellations or damages caused by the partner translator. This right supplements any other rights or remedies available to Zetta under these Terms or applicable law.

PARTNER TRANSLATORS' OBLIGATIONS

9.1. PARTNER TRANSLATOR's Obligation. The PARTNER TRANSLATOR must respect all rules of these TERMS OF USE and all applicable legislation. Failure to comply with these TERMS OF USE or applicable legislation by the PARTNER TRANSLATOR may result, at Zetta's sole and exclusive discretion, in the suspension of their access to the PLATFORM. By accepting the TERMS OF USE, the PARTNER TRANSLATOR undertakes to:

a) Pay the operation and brokerage fees charged by Zetta, if applicable;

b) Act towards Zetta and CLIENTS with good faith, diligence, professionalism, and respect;

c) Only enable themselves on the PLATFORM for types of translation and language pairs in which they possess deep and recognized technical knowledge, complying with applicable national and international standards;

d) Enable themselves on the PLATFORM only if they have fulfilled all legal requirements necessary to perform such function, including participation in public or private tenders, if applicable.

c) Obey all national and international legal and regulatory requirements related to Translation Services, such as those applicable to sworn, certified, and notarized translations, including laws, regulations, and other applicable.

d) Fully responsible for the provision of the Translation SERVICE;

9.2. RESPONSIBILITIES FOR SERVICES. Zetta assumes responsibility for all problems caused by it unjustifiably. Zetta shall also keep the good operation of the SERVICES to the extent possible and provide service channels to help solve user questions and problems of the SERVICES.

9.3. RESPONSIBILITY FOR TRANSLATION SERVICES. CONTRACTING OF TRANSLATION SERVICES IS MADE DIRECTLY BETWEEN CLIENTS AND PARTNER TRANSLATORS. Zetta is NOT RESPONSIBLE FOR ANY LOSSES, DAMAGES, OR DAMAGES OF ANY NATURE THAT MAY ARISE FROM THE RELATIONSHIP BETWEEN CLIENT AND PARTNER TRANSLATOR. The PARTNER TRANSLATOR UNDERSTANDS AND AGREES THAT Zetta SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES THAT MAY BE CAUSED BY A CLIENT TO THE RESPECTIVE PARTNER TRANSLATOR.

9.4. Damages and losses caused by PARTNER TRANSLATORS. The PARTNER TRANSLATOR shall be liable for any damages or losses caused to CLIENTS and agrees to indemnify and hold Zetta harmless in relation to any demands, losses, damages, or damages directly or indirectly related to acts or facts caused by the PARTNER TRANSLATOR. The PARTNER TRANSLATOR is solely and exclusively responsible for all and any problems related to the TRANSLATION SERVICE, as well as for any misconduct or illegal conduct practiced.

9.5. Modification or Termination of the SERVICE. Zetta reserves the right to, at any time, modify or discontinue, temporarily or permanently, the SERVICE or part of it, with or without notice. The PARTNER TRANSLATOR agrees that Zetta shall not be held liable, nor shall it have any additional obligation, implied or explicit, towards the PARTNER TRANSLATOR or third parties due to any modification, suspension, or deactivation of the SERVICE.

ZETTA QUALITY STANDARD MAINTENANCE

10.1. The PARTNER TRANSLATOR accepts that they will be evaluated by CLIENTS and by Zetta based on criteria such as SERVICE quality (e.g., error percentage and translation rework), punctuality in delivery, and availability of communication. The PARTNER TRANSLATOR who repeatedly incurs errors and delays may have their license to use the SERVICES canceled.

10.2. The PARTNER TRANSLATOR accepts that Zetta will maintain internal records regarding the provision of TRANSLATION SERVICES, such as the error percentage and average delay time, and may use this data to conduct its own evaluation of the PARTNER TRANSLATOR.

10.3. The PARTNER TRANSLATOR acknowledges and agrees that Zetta may indefinitely suspend Licensing (and, consequently, the PARTNER TRANSLATOR's account), among other reasons listed in the clauses below.

SUSPICION OF FRAUD

11.1. Zetta is not responsible for any fraudulent conduct by the PARTNER TRANSLATOR, and may even prevent their access to the PLATFORM due to such conduct, as well as take legal or extrajudicial action against the involved party.

11.2. Zetta analyzes suspicions of fraud case by case and may withhold payment of amounts to the PARTNER TRANSLATOR due to allegedly fraudulent SERVICES, in order to avoid the risk of damage to Zetta.

11.3. Zetta reserves the right to deduct, from subsequent payments potentially due to the PARTNER TRANSLATOR, amounts previously paid for which fraud has been detected.

SUSPENSION AND CANCELLATION OF ACCESS TO THE PLATFORM

12.1. The PARTNER TRANSLATOR agrees that Zetta, at its sole discretion, may suspend or cancel their use of the SERVICE, including, but not limited to: (i) for breaches and/or violation of these TERMS; (ii) by analyzing their performance in the provision of SERVICES in accordance with clause 7 (iii) due to court order or legal request from a competent public authority; (iv) at the request of the PARTNER TRANSLATOR himself; (v) due to deactivation or modification of the SERVICE (or any part thereof); (vi) due to force majeure, unforeseen circumstances, and/or security issues; (vii) due to account inactivity for a long period of time; (viii) due to misuse or abusive use of the SERVICES, including use by third parties or transfer of their Account, and/or (ix) due to default by the PARTNER TRANSLATOR of any obligations, amounts, payments due in connection with the SERVICE, when applicable.

12.2. The PARTNER TRANSLATOR AGREES THAT THE TERMINATION OF THEIR ACCESS TO THE SERVICE, FOR ANY REASON CONTAINED IN THESE TERMS, MAY OCCUR WITHOUT PRIOR NOTICE AND ALL INFORMATION AND DATA CONTAINED MAY BE PERMANENTLY DELETED.

12.3. Zetta reserves the right to take legal and extrajudicial action in cases of damages suffered by Zetta or third parties, including contacting authorities and initiating criminal, civil, and administrative proceedings in cases provided by law, when deemed necessary.

12.3. The suspension or termination of these TERMS OF USE by Zetta does not exempt the PARTNER TRANSLATOR from payment of any amounts potentially due to Zetta, which will continue to be collectible and compensable.

12.4. The PARTNER TRANSLATOR shall not be entitled to any indemnification or compensation, whether for the suspension or termination of these TERMS OF USE by Zetta.

INTELLECTUAL PROPERTY

13.1. The trademarks, names, logos, domain names, and other distinctive signs, as well as any content, design, art, or layout published on the PLATFORM and the SERVICE itself, are the exclusive property of Zetta.

13.2. Any acts or contributions aimed at decompiling, reverse engineering, modifying the characteristics, expanding, altering, merging, or incorporating into any other programs or systems of the SERVICES or SERVICE are prohibited. In short, all forms of reproduction of the SERVICES or SERVICE, in whole or in part, permanent, temporary, or provisional, free of charge or for consideration, under any modalities, forms, or titles are expressly prohibited.

FINAL PROVISIONS

14.1. NO EMPLOYMENT RELATIONSHIP, EMPLOYMENT BOND, OR OTHER ASSOCIATIONS. NO SOCIETAL, EMPLOYMENT, AND/OR ECONOMIC BOND IS ESTABLISHED BETWEEN THE PARTNER TRANSLATOR AND ZETTA. THE PARTNER TRANSLATOR IS FREE TO CEASE THEIR USE AT ANY TIME, AT THEIR SOLE DISCRETION. ZETTA IS NOT A TRANSLATION COMPANY, EXCLUSIVELY PROVIDING LICENSING AND INTERMEDIATION SERVICES AIMED AT FACILITATING THE CONTRACTING OF TRANSLATION SERVICES FROM A PARTNER TRANSLATOR REGISTERED ON THE PLATFORM.

14.2. These TERMS constitute the entire agreement between the PARTNER TRANSLATOR and ZETTA and will govern the use of the SERVICE by the PARTNER TRANSLATOR, replacing any previous agreement.

14.2. Governing Law. These TERMS and the relationship between the PARTNER TRANSLATOR and ZETTA will be governed by the laws of the Federative Republic of Brazil. The forum of the Capital District of the State of São Paulo is elected as the sole competent authority to resolve any disputes and/or claims involving the parties regarding the use and access to their website and PLATFORM. The PARTNER TRANSLATOR and ZETTA agree to submit to the exclusive jurisdiction of the courts located in Brazil.

14.3. Notifications. All notifications, summonses, official letters, or any other official form of notification to ZETTA must occur at its headquarters address, as described in the preamble of these TERMS.

14.4. Waiver of Rights. If ZETTA fails to exercise or enforce any right or provision of these TERMS, this will not be characterized as a waiver of such right or provision nor constitute novation. If any provision of these TERMS is found to be invalid by a competent court, the parties nevertheless agree that the remaining provisions of the TERMS shall be interpreted to reflect the original intent, and the other provisions of the TERMS shall remain in full force and effect.

14.5. Assignment of Rights. The PARTNER TRANSLATOR may not assign or transfer these TERMS, in whole or in part, without prior written approval from ZETTA. The PARTNER TRANSLATOR grants their approval for ZETTA to assign and transfer these TERMS in whole or in part, including: (i) to its parent company, subsidiary, or affiliate; (ii) to an acquirer of ZETTA’s equity interests, business, or assets; or (iii) to a successor by reason of any corporate transaction. There is no joint venture, partnership, employment, or agency relationship between the CLIENT, ZETTA, or any PARTNER TRANSLATORS as a result of the agreement between you and ZETTA or by using the SERVICES.

14.6. Severability. If any provision of these TERMS is held to be illegal, invalid, or unenforceable in whole or in part by any legislation, that provision or part thereof shall, to that extent, be deemed non-existent for the purposes of these TERMS, but the legality, validity, and enforceability of the remaining provisions of these TERMS shall not be affected. In such cases, the parties shall replace the illegal, invalid, or unenforceable provision, or part thereof, with another that is legal, valid, and enforceable and that, to the greatest extent possible, has an effect similar to the illegal, invalid, or unenforceable provision for purposes of content and intent of these TERMS. These TERMS constitute the entirety of the agreement and understanding of the parties regarding this subject matter and replace and supersede all prior understandings and commitments regarding this subject matter. In these TERMS, the words “including” and “includes” mean “including, without limitation.”