THIS AGREEMENT made as of the day of 25-04-2024, by and between AIA LTDA., with address at Rua Sete de Setembro, nº 92 - office 2310, Centro, 20050-002, Rio de Janeiro RJ, Brazil (hereinafter referred to as “AIA”), herein represented by its undersigned legal representatives and , a institution with principal place of business at , U.S.A., herein represented by its undersigned legal representatives (hereinafter referred to as “LICENSEE”).

WITNESSETH THAT:

WHEREAS, AIA is in the business of remotely controlling and managing lockers and, so far as concerns the United States of America, owns the entire right, title, and interest in and to the invention patent in “METHOD OF MANAGING LOCKERS REMOTELY”, nº US8,471,675 B2, filed June 25, 2013, as set forth in the United States Patent and Trademark Office. (hereinafter referred to as the “Patent Rights”);

WHEREAS, the LICENSEE desires to implement the services of remote control and management of the lockers’ assignment agreements in its institution(s) in part by using the Patent Rights;

WHEREAS, AIA agrees to authorize the use of the Patent Rights by the LICENSEE for the remote management of the assignment of the lockers owned by LICENSEE to its users.

NOW, THEREFORE, AIA and LICENSEE hereby agree as follows:

2) SUBJECT MATTER

2.1 During the term of this Agreement, subject to the limitations herein including in Section 3, AIA grants to the LICENSEE the royalty-bearing, non-exclusive right to use the Patent Rights for the implementation of the remote control and management system of the lockers’ loan agreements. By implementing the Patent Rights through LICENSEE’s website, the lockers’ loan agreements regarding the lockers and standard padlocks (as defined in the Locker Agreements) owned by LICENSEE will be executed directly with its users online, and AIA will be responsible only for the remote management and control of said agreements. LICENSEE does not have the right to sub-license the Patent Rights.

2.2 AIA shall provide LICENSEE with technical guidance necessary to enable the fulfillment of clause 2.1 above, by providing throughout the term of this Agreement, online and telephone technical assistance to the LICENSEE without any further costs to LICENSEE.

3) USE OF THE PATENT RIGHTS

3.1 AIA hereby reserves all rights not specifically granted to LICENSEE in Section 2. The scope of the grant in Section 2 herein shall be limited to the rental of lockers owned by LICENSEE and located within LICENSEE’s premises.

4) TERM

4.1 This Agreement shall be effective as of the date of execution hereof until the end of the first subsequent month.

4.2 This Agreement may be automatically renewed every month online by the LICENSEE, upon the payment of a new operating fee, as modified at any time before the renewal by AIA, corresponding to the use of the Patent Rights for the following month.

5) PAYMENT AND FORMS OF PAYMENT

5.1 AIA remuneration for the present License, shall be as follows:

1. an operating fee of US$ 0,25 (twenty five cents) paid by the LICENSEE upon execution of this Agreement, and as a condition precedent of each yearly renewal; and
2. upon the express consent of each of the LICENSEE’s users as provided in the sample Locker’s Loan Agreement, attached herein as Attachment I.

5.2 The payment of the operating fee set forth herein can be made by using the credit card payment mechanism.

5.3 In accordance with the provision of Clause 5.1(b) above, each one of LICENSEE’s users, upon registration online and execution of an agreement between LICENSEE and student for the rental of a locker owned by LICENSEE, in accordance with the sample contained in Attachment A to this Agreement (hereinafter referred to as a “Locker’s Loan Agreement”), shall have full access to, and will recognize the totality of the terms and conditions of this Agreement that will, in turn, be a part of the Locker’s Loan Agreement, as Exhibit A thereto. Thus, each student of the LICENSEE, upon the execution of the Locker’s Loan Agreement online will undertake to comply with the terms and conditions of that Locker Agreement and will acknowledge and accept the terms and conditions of this Agreement.

6) TAXES

Any and all tax or other governmental fees that may arise due to the remuneration hereunder shall be borne, in each case, by each party as required by law.

7) REPRESENTATIONS, HOLD HARMLESS AND CLAIMS

7.1 LICENSEE hereby acknowledges that its receipt of the license grant herein and entry into this Agreement is not intended to nor creates liability for AIA. On the rendering of the services related to the present license by LICENSEE, AIA’s activity is limited solely to the remote control and management of the Locker’s Loan Agreements and, therefore, there is no connection whatsoever between AIA and the actual service of rental of the lockers offered and rendered by LICENSEE, who owns the lockers and is responsible for them and their rental to its users. Thus, AIA shall not be held liable for any losses, damages, accidents, actions and/or claims of any kind whatsoever that may arise out of the rental, presentation, availability, maintenance and repair of the lockers, as well as for the proper use of the lockers by LICENSEE’s users, or for any other reason under this Agreement.

7.2 LICENSEE undertakes to properly disclose the access password to the online system of assignment and management of lockers solely and exclusively to its users. This password is created online by LICENSEE who, in turn, discloses it to its users. Therefore, LICENSEE hereby acknowledges that it is solely responsible for any undue use or disclosure of said password and that AIA does not participate or control, in any way, this part of the operation and, thus, cannot and will not be held liable for any losses, damages, accidents actions and/or claims of any kind whatsoever that may arise out of the online registration of a person who, possessing the access password, falsely claims to be one of LICENSEE’s users.

7.3 LICENSEE shall indemnify and hold AIA harmless from and against any and all losses, damages, accidents actions and/or claims of any kind whatsoever that may arise out of this Agreement, including, but not limited to, the rendering by LICENSEE of the service of rental of lockers by LICENSEE to its users, as well as  use of the lockers by LICENSEE’s users or any third party that, having the access password to the online system of management of Locker’s Loan Agreements, may have obtained access to a locker within LICENSEE’s premises, under this Agreement and the Locker’s Loan Agreement to be executed with, each student, a sample of which is contained in Attachment A hereto.

7.4 The parties acknowledge that this Agreement is executed online and for the purposes of evidencing the contents of its terms and provisions, the parties hereby agree that the version of the executed Agreement which is automatically generated by AIA’s system shall prevail over any other copy of this Agreement to be presented by any of the parties. AIA will send a printed certified copy of this Agreement to LICENSEE’s mailing address. Each Party has the capacity and power to enter this Agreement of his/her own free will.

8) CONFIDENTIALITY

From the signature of this Agreement, up to a ten-year term from the date of expiration of this Agreement, for any reason, LICENSEE commits to keep confidential all information communicated by AIA, whether orally or in writing, concerning the  present Agreement and the provisions thereof, except to the extent needed to enter Locker’s Loan Agreements with LICENSEE’s users. Unless AIA consents in writing, LICENSEE must not communicate such confidential information to anyone, except as required by law or for those employees for whom this information is necessary and who have committed themselves to the same confidentiality obligations provided by this Agreement. Such employee confidentiality agreements shall be presented by LICENSEE at the request of the AIA. LICENSEE will use its best efforts to minimize any required disclosure of the confidential information hereunder, and will provide prompt notice to AIA to permit intervention in advance of mandatory disclosure of the confidential information.

9) TERMINATION

9.1 LICENSEE may terminate this Agreement, by means of notice provided 60 (sixty) days in advance, if the AIA’s company is sold, licensed or undergoes any modification in its shareholder control.

9.2 This agreement may still be deemed terminated if any of the parties:

9.2.1 neglects to comply with any of the clauses or obligations of this Agreement, and does not correct such negligence within 15 (fifteen) days as of the receipt of the written notice sent by the other party with full details of the omission and with the explicit intention of terminating the Agreement if the flaw is not corrected; or

9.2.2 is in liquidation procedure, becomes insolvent or goes into winding-up, composition of creditors or receives the benefits of any proceedings for the settlement of debts or is declared bankrupt or is in process of judicial or extrajudicial reorganization.

10) RIGHTS AND OBLIGATIONS AFTER TERMINATION

If LICENSEE commits a material breach of this Agreement AIA may terminate it and all rights granted and obligations due by the parties will immediately cease, except for (a) LICENSEE’s obligations to pay the compensation agreed herein before or at the expiration or breach by LICENSEE of the present Agreement and (b) the obligation of confidentiality.

11) NOTICES

11.1 All notices required or made under this Agreement shall be made in writing and dispatched by air mail, certified or registered with return receipt requested, postage prepaid, addressed to the parties address indicated in the preamble or at such other address as either of the parties may designate by notice in writing to the other party, including e-mail address.

12) FORCE MAJEURE

Any default caused by an event or events that were out of the control of the party in question and for which it cannot be blamed, including (but not limited to) Government acts, commercial embargoes, arson, flood, explosions, case fortuit, strikes, vandalism, insurrections or popular upheaval, will not be considered as an omission or flaw in the execution of the terms of this agreement.

13) JURISDICTION AND GOVERNING LAW

13.1 The state courts located in or nearest to the city of Miami, State of Florida, U.S.A. shall be the proper court, and the parties hereby irrevocably consent and submit to the exclusive jurisdiction of this Court, to settle any conflict or controversies arising out of the clauses and provisions of this Agreement or enforcement thereof. The parties waive any right to object to the venue of such tribunal or to assert it is an inconvenient forum.

13.2 This Agreement shall be governed by, interpreted, and enforced under the laws of the State of Florida, United States of America.

14) MISCELLANEOUS

14.1 The parties agree that the impossibility of performance of any of the clauses or part of a clause contained in the present Agreement will not impair the performance of the rest of that clause or any other clause contained herein, unless the impossibility of performance refers to any provision essential to the subject matter of this Agreement. In such case, the parties shall use reasonable efforts to renegotiate the terms of this essential provision to best accomplish their original intentions.

14.2 The failure of either party to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provision or of the right of the party thereafter to enforce such provision.

14.3 The headings and numberings of the paragraphs of this Agreement are inserted as a matter of convenience and shall not affect the construction of this Agreement.

14.4 This Agreement, including Exhibit A, constitutes the entire understanding between the parties with regard to its subject matter, and supersedes all earlier agreements, promises, representations, understandings and negotiations, whether oral or written between the parties on the subject matter of this Agreement. Any change or amendment to this Agreement shall be made only by written agreement between the parties.

14.5 Nothing in this Agreement should be constructed to imply that a party hereby becomes a business agent or a commercial representative of the other, and no agency, partnership, joint venture, or employer/employee relationship is intended, and nothing hereunder will be deemed to authorize either party to act for, represent, or bind the other except as provided for in this Agreement.

14.6 Each party hereto must comply with all applicable laws, rules, ordinances, guidelines, consent decrees and regulations of any federal, state or other governmental authority.

14.7 Neither party may assign any right or obligation hereunder without the written consent of the other party. This Agreement will be binding upon, and inure to the benefit of, each party’s successors and assigns. Any attempted assignment in violation of this provision will be void and of no effect.

14.8 The parties acknowledge that a AIA will be irreparably harmed, and that there will be no adequate remedy at law, by a violation of any of the covenants or obligations set forth in this Agreement. Therefore, it is agreed that, in addition to any other remedies that may be available to AIA upon any such violation, AIA shall have the right to seek enforcement of such covenants and agreements by specific performance, injunctive relief or by any other means available at law or in equity.

14.9 Neither party will issue any press release, advertisement, or other publicity materials, or make any presentation with respect to the existence of this Agreement or the terms and conditions hereof, without the prior written consent of the other party. This restriction does not apply to disclosures required by law or regulation.

14.10 Each party acknowledges and agrees that it: (a) is aware that this Agreement affects its legal rights; (b) has had the opportunity to seek advice regarding this Agreement from independent counsel of its own choosing; and (c) understands and voluntarily enters this Agreement of its own free will and choice. Thus, this Agreement should be construed to have been drafted jointly and will not be strictly construed against either party.

Attachment I - LOCKER LOAN AGREEMENT

THIS AGREEMENT is made as of the day of _____________, by and between _____________, with address at _____________, (hereinafter referred to as “OWNER”); and __________ (referred to as “BORROWER”); and, as intervening party, AIA ADMINISTRADORA INTERNACIONAL DE ARMÁRIOS, a limited liability company, with address at Rua Sete de Setembro, 92/2310, CEP 20050-002, Rio de Janeiro RJ, Brazil (hereinafter referred to as “AIA”).

WITNESSETH THAT:

WHEREAS, OWNER has executed a License Agreement with AIA for the implementation of the services of remote management of lockers’ loan agreements and storage of the related data, in OWNER’s institution(s) by using the invention patent in “METHOD OF MANAGING LOCKERS REMOTELY”, n US8,471,675 B2, filed June 25, 2013, as set forth in the United States Patent and Trademark (hereinafter referred to as the “Patent Rights”), owned by AIA (hereinafter referred to as the “License Agreement”), which is contained in Attachment A hereto;

WHEREAS the OWNER offers to its users the service of rental of the OWNER’S lockers within its institution(s) facilities and, under the License Agreement executed with AIA, this Agreement will be necessarily entered into between the OWNER and BORROWER online and managed and controlled remotely by AIA, which is the reason why AIA is an intervening party to this Agreement;

WHEREAS the BORROWER desires to rent and use a locker from OWNER and is aware of the terms and conditions of the License Agreement entered into with AIA, attached hereto. ;

NOW, THEREFORE, the above identified parties hereby agree as follows:

1) SUJECT MATTER

The purpose of this Agreement is the selection of locker no. _____ (hereinafter referred to as the “Locker”), owned by OWNER, for use by the BORROWER under this Agreement.

2) USE OF THE LOCKER

2.1 The BORROWER shall be responsible for maintaining his/her Locker locked at all times except when BORROWER is accessing the materials therein, in order to avoid any loss of materials.

2.2 The OWNER shall not be liable for the misplacement, loss, theft or robbery of any objects or moneys contained in the Locker, as the BORROWER shall be solely responsible for the safekeeping of his/her belongings. In the event that the Locker is broken into by an unauthorized third party while locked with the Standard Lock (as defined below), after the necessary report has been filed with the police authorities, and following expert examination of the scene, the OWNER shall be liable for the losses sustained by the BORROWER with regard to any books, notebooks, dictionaries and pencil cases stolen, in addition to any other material stolen that is material as established by the OWNER for the use of its users. The responsibility assumed herein by the OWNER is, however, specifically limited to the estimated standard price, on this date, of the material as established by OWNER, and does not include any incidental or consequential loss or damage (e.g., notes or other property personal to BORROWER).

2.3 The BORROWER shall receive, at no extra cost, a standard lock with a secret combination, owned by the OWNER, to be used by the BORROWER during the term of this Agreement (hereinafter referred to as the “Standard Padlock’).

2.3.1 The secret combination to open the Standard Padlock will be sent, upon the execution of this Agreement, automatically to the BORROWER’s e-mail address provided to OWNER based on the online registration.

2.3.2 Only the Standard Padlocks may be used on the Lockers. and failure to do so will void any OWNER liability under Section 2.2. The Standard Padlock shall be returned to the OWNER upon expiration of the term of this Agreement. In the event of the loss or misplacement of the Standard Padlock, a fee of US$ 30 ( thirty dollars) will be charged by the OWNER to replace it with a new Standard Padlock. In case the BORROWER loses or forgets the Standard Padlock’s secret combination, he/she shall, through accessing OWNER’s website, send an electronic message which will be directed to AIA who will, in turn, send a new electronic message to the BORROWER with the secret combination of the Standard Padlock.

2.4 The OWNER may prevent any further use of the Locker by BORROWER following the expiration of the term of this Agreement, if is not renewed by BORROWER within 5 (five) days after its expiration.

2.4.1 In case the BORROWER does not reply to inquiries and collect his/her belongings from the Locker upon the expiration of the 5 (five) day post-expiration period mentioned above, or within 5 (five) days of the termination of this Agreement for any reason, OWNER will have no further liability and may remove such belongings and treat them as any lost and found object left on OWNER’s premises.

2.5 The Locker, the subject of this Agreement, is exclusively and solely intended to store instituition materials including books, uniforms and sports gear.

2.6 It is expressly forbidden to use the Locker to store dangerous or potentially hazardous items, including without limitation, any type of inflammable, explosive or combustible material, including fireworks and the like; any weapons (including, without limitation, pocket-knives, knives, packing knives, cutting blades, razor blades or similar) or firearms, as well as ammunition for firearms; pornographic material of any kind; alcoholic beverages, narcotics or any products that cause physical, psychological dependence or any products prohibited by the applicable legislation; beverages in general, perishable foods, as well as any merchandise and/or products intended for sale; persons, plants and/or live or dead animals; money, jewelry, watches, bracelets, rings, necklaces, earrings and/or any other objects of value whether intrinsic, sentimental or otherwise, as well as any electronic devices of any kind, including, without limitation, cellular telephones, computers, media players of any kind, CDs, DVDs, radios, calculators or similar devices; any objects that represent a threat or may place the safety of the property of the OWNER or that of any persons at risk or in danger.

2.6.1 In the event of any irregularity or suspected inappropriate use of the Locker, the OWNER or a designee shall be entitled to open it to check its contents, upon the rendering of prior notice to BORROWER.

2.7 The BORROWER shall only use the Locker for the purposes agreed-to herein, as per the previous clauses, and shall maintain it to allow for its continued use. The Locker may not, under any circumstances, (i) have its characteristics or internal or external features altered in any way, nor may (ii) stickers, posters, magnets or any other objects that may compromise the external face of the Locker be affixed thereto. The BORROWER shall maintain the Locker intact and care for its state of repair, and shall refrain from practicing any actions of breaking into, vandalism, marking or ruining it in any way, as well as not allowing any of these actions to be carried out by third parties.

3) TERM

3.1 This Agreement shall become effective upon the commencement date of the month as of, or immediately following, the Effective Date and shall remain in full effect until the end of said month.

3.2 Provided that the License Agreement between OWNER and AIA is renewed, this Agreement may also be renewed online by the BORROWER within the term of 5 (five) days as of the expiration of this Agreement, upon the payment of a new annual fee to AIA.

4) REPRESENTATIONS, WARRANTIES, AND HOLD HARMLESS

4.1 As mentioned in the recitals hereinabove, the BORROWER hereby acknowledges and agrees with the terms and conditions of the License Agreement attached hereto as Exhibit A, executed between the OWNER and AIA, for the use of the Patent for the implementation of the service of remote management and control of lockers’ loan agreements.

4.2 BORROWER further acknowledges that as a result of the License Agreement mentioned above, although the Locker hereby assigned is of the property and responsibility of OWNER, and the obligations BORROWER has undertaken herein are towards OWNER, no remuneration is due directly to OWNER.

4.3 OWNER and BORROWER hereby recognize that AIA is merely an intervening party to this Agreement, solely responsible for the remote storage and management of this Agreement and related data and, therefore, there is no connection whatsoever between AIA and the actual service of rental of the Locker offered and rendered by OWNER. Thus, OWNER and BORROWER hereby hold AIA harmless from, and against, any and all losses or claims of any kind whatsoever, or both, that may arise out of this Agreement, concerning the loan of the OWNER’s Locker by BORROWER.

4.4 The parties acknowledge that this Agreement is executed online and for the purposes of evidencing the contents of its terms and provisions, the parties hereby agree that the version of the executed Agreement which is automatically generated by AIA’s system shall prevail over any other copy of this Agreement to be presented by any of the parties. AIA will send a printed copy of this Agreement to BORROWER’s mailing address.

5) TERMINATION

5.1 This Agreement will be terminated, at the sole discretion of the OWNER, irrespective of any Court order, in the event of violation by BORROWER of any clause or obligation set forth herein, with prior written certified notice to the BORROWER. In such case, the BORROWER will have to empty out and vacate the Locker within 5 (five) days of his/her receipt of the termination notice, without entitlement to any refund in reference to the remainder of the agreement’s term; otherwise, OWNER may permanently remove the Locker contents for disposal or return, at its sole discretion.

5.2 The BORROWER may, during the course of this Agreement, return the Locker, provided that it is in perfect condition, without entitlement to any refund of the annual fee already paid.

6) TAXES

Any and all tax or other governmental fees that may arise due to this Agreement shall be borne, in each case by each party as required by law.

7) JURISDICTION AND GOVERNING LAW

7.1 The state courts located in or nearest to the city of Miami, State of Florida, U.S.A. shall be the proper court, and the parties hereby irrevocably consent and submit to the exclusive jurisdiction of this Court, to settle any conflict or controversies arising out of the clauses and provisions of this Agreement or enforcement thereof. The parties waive any right to object to the venue of such tribunal or to assert it is an inconvenient forum.

7.2 This Agreement shall be governed by interpreted, and enforced under the laws of the State of Florida, United States of America, without giving effect to the principles of conflicts of laws.

8) MISCELLANEOUS

8.1 The parties agree that the impossibility of performance of any of the clauses or part of a clause contained in the present Agreement will not impair the performance of the rest of that clause or any other clause contained herein, unless the impossibility of performance refers to any provision essential to the subject matter of this Agreement. In such case, the parties shall use reasonable efforts to renegotiate the terms of this essential provision to best accomplish their original intentions.

8.2 The failure of either party to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provision or of the right of the party thereafter to enforce such provision.

8.3 The headings and numberings of the paragraphs of this Agreement are inserted as a matter of convenience and shall not affect the construction of this Agreement.

8.4 This Agreement, including Exhibit A, constitutes the entire understanding between the parties with regard to its subject matter, and supersedes all earlier agreements, promises, representations, understandings and negotiations, whether oral or written between the parties on the subject matter of this Agreement. Any change or amendment to this Agreement shall be made only by written agreement between the parties.

8.5 Nothing in this Agreement should be constructed to imply that a party hereby becomes a business agent or a commercial representative of the other and no agency, partnership, joint venture, or employer/employee relationship is intended, and nothing hereunder will be deemed to authorize either party to act for, represent, or bind the other except as provided for in this Agreement.

8.6 This Agreement shall be executed in English language and Portuguese language. In case of any conflict between them, the English language shall prevail.