Brazil. If the Territory is Brazil, the MicroStrategy contracting entity on the order is MicroStrategy Brasil Ltda., with offices at Rua Xxxxxx Xxxxx, 222, conjunto 00X, Xxxxx X, Xxxx Xxxxxxx, Xxx Xxxxx / Xxx Xxxxx, XXX: 04551-065, Brazil, and the following terms apply:
(a) the Governing Law will be the laws of Brazil; and
(b) any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the parties’ relationship under it will be subject to the exclusive jurisdiction of the Central Court of the City of São Paulo, Brazil; and
(c) the second sentence of the “Limitation of Liability” section of the General Terms is deleted and replaced with the following: “In no event will we or any of our affiliates or licensors be liable to you or any of your affiliates for any indirect, special, incidental, consequential, exemplary damages, or loss of profit, whether in contract, tort, or otherwise, even if we or any of our affiliates or licensors have been advised of the possibility of such damages and even if an agreed remedy fails of its essential purpose or is held unenforceable for any other reason.”; and
(d) the “Orders and Payment” section of the General Terms is deleted and replaced with the following: “Except as otherwise set forth on an order, invoices will be issued in Reais (R$), within five (5) calendar days of the effective date of an order. All fees due to us will be payable, in full and in the currency listed on an order, thirty (30) days from the date of the invoice and will be deemed overdue if they remain unpaid thereafter. Any amounts which remain unpaid after the due date will be increased based on the variation of the IGP-M, from the due date until such amount is paid, and will be subject to a late charge equal to one percent (1%) per month, pro-rata-die. In addition to the foregoing monetary adjustment, any amounts that remain unpaid for more than ten (10) days after the due date will be increased by an additional two percent (2%) late charge. Fees on an order include all taxes for billing in São Paulo. If there are changes in the taxes or tax rates, fees will be adjusted accordingly to conform to the rates and taxes applicable on the date of the invoice. Except as otherwise noted, all orders are firm and not subject to cancellation, return, refund or offset by you.”; and
(e) the second sentence of the “Notices” section of the General Terms is deleted and replaced with the following: “You will provide notices to: Mi...
