Last update September 30, 2024

These terms are part of the Global Services Agreement. Amazon may update these terms from time to time. Save a copy of this version as needed for your internal records.

LOCAL REQUIREMENTS FOR BRAZIL

These Local Requirements (“LR”) incorporate and modify the Agreement solely with respect to Products and Services provided by Vendor in Brazil to an Amazon Affiliate in Brazil. The parties agree to be bound by the terms of the Agreement (as supplemented and amended by the terms of these LR).  These LR do not apply to Products and Services provided outside of Brazil, or that are not provided by Vendor in Brazil. Solely with respect to the provision of Products and Services in Brazil, in the event of a conflict between the terms and conditions of these LR and the Agreement, the terms and conditions of these LR will control.

1.      Governing Law; Venue. This Agreement is governed by the laws of Brazil, excluding any conflicts of law rules or principles. The United Nations Conventions on Contracts for the International Sale of Goods will not apply to this Agreement. Any dispute, claim or controversy arising out of this Agreement or any breach of this Agreement will be referred to and finally resolved through binding arbitration in the City of Site Paulo, Brazil in accordance with the Commercial Arbitration Rules of the Brazil Canada Chamber of Commerce (“CBCC Rules”). Each Party will select one arbitrator in accordance with the CBCC Rules (“Designated Arbitrator”). The Designated Arbitrators will then jointly appoint a third arbitrator (“Appointed Arbitrator”). The Appointed Arbitrator will act as chairman of the arbitral tribunal, which will be composed of the Designated Arbitrators and the Appointed Arbitrator (the “Arbitral Tribunal”). If the Designated Arbitrators do not reach consensus on the Appointed Arbitrator within the period set forth in the CCBC Rules, then the Brazil Canada Chamber of Commerce will select the Appointed Arbitrator. The award or decision handed down by the Arbitral Tribunal will be final and binding upon both parties and will be enforceable in any court of competent jurisdiction. Upon initiation of an arbitration proceeding pursuant to this Section, the initiating party will immediately notify the other party in writing of the claim to be addressed in the arbitration.

2.       Evidencing. Vendor shall present to Amazon, whenever requested by Amazon, copy of the evidence of payment of all taxes, labor dues and social security contributions related to the provision of services and deliverables under this Agreement.

3.       Work Product, Proprietary Rights, and Pre-Existing Work. In addition, and without prejudice to the terms of the Agreement, Vendor acknowledges and agrees with the following for the purposes of Local Services:

3.a.      Vendor acknowledges that, pursuant to the terms of Sections 88 through 93 and 121 of the Brazilian Industrial Property Law (Federal Law no. 9,279/96), any inventions, utility models or industrial designs that are or have been developed by Vendor (together with Amazon or on its own) in the course of performing any Services or developing any custom Deliverables hereunder belong and shall belong solely to Amazon, and that Vendor shall not be entitled to any consideration, remuneration or any additional payment in connection  with the development of such inventions, utility models or industrial designs, at whatever title, including for the purposes of indemnification.

3.b.      Vendor hereby assigns and transfers to any and all economic rights pertaining to all Work Product created in the course of performing any Services hereunder which would, according to Brazilian law, be protected by copyright (“direito autoral”). Pursuant to the provisions of Article 51 of the Brazilian Copyrights Law (Federal Law No. 9,610/98), this assignment and transfer applies to any and all such Work Product created within five (5) years counted as of the Effective Date of the Agreement, and is valid for the whole term of copyright protection of such Work Product, so that Company may freely use such rights, at its discretion, anywhere in the world. Vendor hereby undertakes to execute, if and when so requested by Amazon, a new assignment of rights in and to future works under the same terms and conditions agreed in this item.  Additionally, Vendor hereby acknowledges and agrees that the compensation paid by Amazon pursuant to this Agreement shall be deemed as good consideration for the assignment of rights set forth in this item.

3.c.      If and whenever required to do so by Amazon, whether during the term of this Agreement or after its expiration or termination for whatever reason, Vendor undertakes to execute such documents and do such things as Amazon may require to enable Amazon or its nominee: (a) to apply for a patent, trademark or other protection in Brazil or any other part of the world in respect of any of the intellectual property rights referred to in items (i) and (ii) above; (b) to be vested with any such patent, trademark or other intellectual property right referred to in items (i) and (ii) above, in Brazil and any other part of the world; and (c) to enforce and defend any such patent, trademark or other intellectual property right referred to in items (i) and (ii) above, in Brazil or any other part of the world.

3.d.      With respect to any other Deliverables created by Vendor in the course of performing any Services hereunder, which Deliverables are not covered by the provisions of items (i) or (ii) above, Vendor hereby acknowledges that such Deliverables shall be owned by Amazon exclusively.

4.       Taxes.  “Taxes” mean all taxes, fees, contributions of any kind, and others, as defined by tax law, irrespective of whether they refer to Federal, State or City level, imposed, direct or indirectly, in connection with this Agreement or its execution. Vendor acknowledges and agrees with the following for the purposes of Local Services:

4.a.      If Vendor has any tax benefit, special arrangement (“Regime Especial”), or term which  establishes different taxation condition, Amazon should be notified in advance of 30 days, in order to facilitate the accomplishment of these conditions. Amazon reserves the right to make any deduction and/or reduction of payments to Vendor, in accordance with current tax law, in case Vendor fails in communicating Amazon about the existence of such conditions and/ or providing support documentation required in the specified period.

4.b.      If the tax benefit, special arrangement (“Regime Especial”) or term that establishes different taxation is revoked, extinct or suffer any type of change, Amazon must be notified immediately. If Vendor fails in doing so or does not provide the information timely, Amazon will not be responsible for any payment that does not meet the new conditions.

4.c.      In case Amazon is questioned and/or penalized by Brazilian tax authorities as a result of any action and/or omission committed by the Vendor, Vendor shall bear any and all expenses resulting from such investigations and/or inquiries, including, but not limited to, payment of amounts related to taxes, monetary adjustment, interest, penalties of any kind, attorneys' fees and/or external consultants as well as any and all administrative and legal costs arising from any action and/or omission committed by Vendor.

4.d.      Amazon shall maintain the right to deduct or withhold any Taxes that are required by tax laws in connection with this Contract or its execution. The amounts that are deducted or withheld shall be paid to taxing authorities in accordance with current laws. The payment to Vendor as reduced by such deductions or withholding will constitute full payment and settlement of such amounts.