PARENTAL

GUARANTEE
This agreement is entered into by and between Google Brasil Internet Ltda., CNPJ: 06.990.590/0001-23, a
company incorporated under the laws of Brazil whose principal place of business is at 5th Floors, 3.900 Faria Lima
Av., So Paulo - SP, Brazil (Google) and the parties stated at the bottom of this agreement.
RECITALS
A Customer has obligations to Google under the IO(s) (as defined).
B The Guarantor has agreed to guarantee Customers obligations under the IO(s) and to indemnify Google
on the terms of this agreement.
OPERATIVE PROVISIONS

1 Definitions and interpretation

1.1 The following terms have the following meanings:
Commencement Date the latest of the dates at the bottom of this agreement;
and
IO an insertion order or/and service agreement (as the case
may be) entered into between Google and Customer
during the period in which this agreement is effective.
1.2 In this agreement:
1.2.1 clauses, schedules and/or parties are to clauses of and schedules and/or parties to this
agreement, respectively;
1.2.2 a document is a reference to the document as from time to time supplemented or varied;
1.2.3 the singular includes the plural and vice versa and the masculine includes the feminine
and the neuter genders and vice versa;
1.2.4 a person shall mean a natural person, legal entity, body corporate or an unincorporated
body;
1.2.5 writing includes fax transmission, but excludes email and similar means of communication.
1.3 The headings used in this agreement are inserted for convenience and reference only and shall not affect
the interpretation of this agreement.

2 Guarantee and indemnity

2.1 In consideration of Google agreeing to enter into the IO(s), the Guarantor, from the Commencement Date:
2.1.1 unconditionally guarantees to Google the due and punctual performance of each obligation
of Customer contained in the IO(s); and
2.1.2 will indemnify Google and hold it harmless from and against all liability, loss, damage,
costs and expenses (including legal and other expenses) which Google suffers in
connection with any acts or omissions of Customer under the IO(s) provided however that
nothing in this agreement will require the Guarantor to make any payment or provide any
other remedy to Google in excess of that which Customer was liable for under the IO(s).
2.2 The Guarantors obligations under clause 2.1 are primary obligations and not those of mere sureties. The
provisions of clause 2.1 may be enforced by Google against the Guarantor without first having recourse to
any of its rights against Customer or any other person.
2.3 The Guarantors obligations under clause 2.1 are continuing obligations and are not satisfied, discharged
or affected by an intermediate payment or settlement of account by Customer.
2.4 Google will not be required to advise the Guarantor of its dealings, arrangements or communications with
Customer or any other person or of any default by Customer of which Google may have knowledge.

3 Waiver of defenses
3.1 The Guarantors liabilities under clause 2.1 will not be affected by any act, omission, matter or thing which,
but for this clause 3, might operate to affect, diminish or discharge their liabilities or otherwise provide a

defense to a surety.
3.2 The acts, omissions, matters or things referred to in clause 3.1 above include (without limitation):

3.2.1
3.2.2
3.2.3
3.2.4
3.2.5
3.2.6

a change in the constitution or control of Customer;

the insolvency, liquidation (or analogous proceedings) or dissolution of Customer;
any variation of or amendment to the IO;
any agreement which Google may make with Customer;
the fact that an obligation of Customer is void, voidable or unenforceable for any reason;
the fact that Google may give up, deal with, vary, exchange or abstain from perfecting or
enforcing other securities or guarantees held by it; and
3.2.7 the granting by Google of time for payment or other indulgence or agreeing to an
amendment, variation, waiver or release in respect of obligations of Customer under the
IO.

4 Payment
All payments required to be made under this agreement will be made without set-off, counterclaim or other
deductions.

5 Miscellaneous
5.1 The Guarantors obligations under this agreement will be unconditional and are only revocable by the
Guarantor on written notice after payment of all sums due to Google under the IO(s).
5.2 Google may, on prior written notification, assign the benefit of this agreement.

6 Governing law
This agreement will be governed and construed in accordance with the law of Brazil and be
subject to the exclusive jurisdiction of the Brazil courts.
Signed by the parties on the dates stated below.
SIGNED
on behalf of GOOGLE
Full name of signatory:
...
Signature:
...
Date:
..
SIGNED
on behalf of:
Company name: ..
CNPJ:.
Company address: ..

the CUSTOMER
Full name of signatory:

..
Signature:
.....
Date:
..
SIGNED
on behalf of:
Company name: ..
CNPJ:.
Company address: ..

the GUARANTOR
Full name of signatory:
...
Signature:
...
Date:
..