COMMERCIAL PARTNER AGREEMENT, SERVICE CONTRACT, AND LIABILITY RELEASE (RIO DE JANEIRO) — SURF SCHOOLS

By registering and using the Surfing4all platform (“Platform”), your surf instruction company and surf school (“Surf School” or “Partner”) expressly declare that you have read, understood, and fully agree to the terms and conditions of this Commercial Partner Agreement and Liability Release. If you do not agree with any provision contained herein, you must not complete your registration.

1. Professional Autonomy and No Employment Relationship

1.1. No Employment Relationship: The Surf School expressly declares and acknowledges that it operates strictly as an independent commercial entity and service provider. Joining the Platform does not establish any employment relationship, legal subordination, commercial representation, joint venture, corporate partnership, or franchise between the Surf School, its owners, or its instructors and the Platform.

1.2. Operational Flexibility: The Surf School retains full autonomy to determine its operating hours, class schedules, instructor allocations, teaching beaches within the municipality of Rio de Janeiro, and whether to accept or decline lesson requests transmitted through the Platform.

1.3. Equipment & Infrastructure: The Surf School is solely responsible for supplying, inspecting, and maintaining all equipment necessary for conducting lessons (such as softboards, hardboards, adaptive surf gear, wetsuits, identification rashguards, leashes, wax, and first-aid kits), ensuring that all items are in safe, sanitized, functional, and seaworthy condition.

2. Certifications, Local Permits, and Legal Compliance (Rio de Janeiro)

2.1. Technical Credentials & Staff: The Surf School guarantees holding and maintaining valid entity registrations and ensuring that all assigned instructors hold active certifications required to teach surfing (e.g., credentials issued by recognized federations or associations such as FESERJ, CBSurf, ISA, or AMPSurf), as well as up-to-date certifications in Basic Life Support / First Aid / Water Rescue (e.g., CBMERJ, Sobrasa, or Red Cross).

2.2. Municipal Licenses & Public Land Use: The Surf School is solely and exclusively responsible for complying with all regulations governing the use of public beach areas along the Rio de Janeiro coastline. This includes adherence to municipal decrees, commercial permits, or registrations required by the City Hall of Rio de Janeiro (Prefeitura do Rio de Janeiro), the Municipal Secretariat of Sports (SMEL), and local Subprefectures (Zona Sul, Barra da Tijuca, Recreio, etc.).

2.3. Tax Compliance: The Surf School assumes full responsibility for the declaration, reporting, and payment of all municipal, state, and federal taxes, duties, and corporate fees (such as ISS, Simples Nacional, or MEI/PJ tax obligations) arising from revenue generated by lessons booked through the Platform.

3. Safety Responsibility and Ocean Condition Evaluation

3.1. Ocean Risk Assessment: The Surf School assumes total responsibility for evaluating weather and ocean conditions in Rio de Janeiro (such as rip currents, swells, wave size, and marine warnings issued by the Fire Department / CBMERJ / Salvamar) prior to and during each lesson. The Surf School must reschedule or cancel any lesson if conditions pose a threat to student safety.

3.2. Water Quality & Environmental Advisories: The Surf School is responsible for monitoring water quality reports issued by INEA (Instituto Estadual do Ambiente do Rio de Janeiro) and must refrain from conducting lessons on beaches or ocean sections deemed unsuitable for swimming (imprópria para banho).

4. Full Release of Liability and Indemnification

4.1. Limitation of Liability: The Platform operates strictly as a technology intermediary connecting students with independent surf schools and processing payments. The Platform shall not be held civilly, criminally, administratively, or financially liable for accidents, bodily injury, drowning, disability, death, or property damage occurring before, during, or after lessons on Rio de Janeiro beaches.

4.2. Duty to Indemnify: The Surf School agrees to defend, indemnify, and hold harmless the Platform, its directors, officers, and partners against any lawsuits, extrajudicial notices, municipal fines, or financial losses resulting from damages caused to students, school staff, or third parties during lessons.

5. Absence or Irregularity of Licenses and Certifications

In the event that the Surf School operates through the Platform without possessing valid — or with expired — municipal licenses, public space permits (Alvará / Licença Municipal), technical certifications, or CPR/First Aid credentials for its staff, full legal, civil, administrative, municipal, and financial liability shall rest solely and exclusively upon the Surf School. The Platform shall be completely exempt from any joint, secondary, or vicarious legal liability before students, regulatory bodies, or public authorities in the City or State of Rio de Janeiro.

6. Fees, Service Commissions, and Payment Terms (Rio de Janeiro Operation)

6.1. Tax and Legal Status Compliance under Brazilian Law:

a) Independent Entity Relationship: The Surf School operates strictly as an independent service provider (e.g., Pessoa Jurídica, MEI, EIRELI, or LTDA under the Brazilian legal framework) and acknowledges that this Agreement does not constitute an employment relationship (vínculo empregatício) under the Brazilian Labor Code (CLT).

b) Tax Responsibilities: The Surf School is solely responsible for declaring, reporting, and paying all applicable local, municipal, state, and federal taxes (including ISS, INSS, and Corporate Income Tax / IRPJ) associated with its 70% share of earnings. The Platform shall not be responsible for withholding or paying taxes on behalf of the Surf School, except where strictly mandated by Brazilian tax law.

6.2. Revenue Split and Commission Structure: For every completed surfing lesson booked and processed through the Platform within the jurisdiction of Rio de Janeiro, Brazil, the total fee paid by the user (“Total Lesson Fee”) shall be distributed as follows:

a) Seventy percent (70%) of the Total Lesson Fee shall be remitted to the Surf School as compensation for the instruction services provided (“Surf School Share”).

b) Thirty percent (30%) of the Total Lesson Fee shall be retained by the Platform as a technology licensing and intermediation fee (“Platform Service Fee”).

6.3. Payment Collection & Disbursement:

a) The Platform acts as an intermediary technology provider and payment processing agent, collecting the Total Lesson Fee from students at the time of online reservation.

b) Payouts to the Surf School (amounting to 70% in BRL) will be transferred to the Surf School’s designated bank account or digital wallet within 5 business days following the verified completion of the lesson.

7. Surf School Declaration and Acknowledgment

By checking the acceptance box on the registration form, the legal representative of the Surf School expressly declares that:

I have read, understood, and fully agree to all terms in this document;

I am the duly authorized legal representative empowered to sign and act on behalf of the Surf School / Business Entity;

All information, corporate registration documents, municipal permits, and credentials submitted during registration are true, authentic, and accurate;

I acknowledge our full professional independence and sole responsibility for student safety, equipment quality, and instructor conduct across all lessons provided on the beaches of Rio de Janeiro.