Terms and Conditions

GENERAL TERMS AND CONDITIONS

This Framework Agreement sets forth the terms and conditions under which Opennube will supply and Customer will purchase services as set forth herein.

Accordingly, Opennube and Customer hereby agree that these terms and conditions shall apply to their entire contractual relationship, excluding any other conditions, warranties, representations, and other terms not expressly contemplated herein.

This Agreement is comprised of a Non-Disclosure Agreement and Terms and Conditions Specific to Cloud Services.

The Parties declare that those who sign this instrument have sufficient powers and attributions to bind their represented party in all the stipulations of this Agreement and its Annexes.

This Agreement is granted and signed in two (2) copies of the same tenor and date, one remaining in the possession of each Party, whose representatives declare to receive in this act.

General Conditions

1. Definitions and Interpretation

1.1 The following definitions apply in this Agreement:

«Confidential Information» means, in accordance with Annex I, any information (other than that which is trivial or obvious or which cannot reasonably be regarded as confidential), whether commercial, technical or otherwise relating to the business or products of any of the Parties to this Agreement (and of any third party who has provided such information to a Party under the conditions of confidentiality), and in any form (including, without limitation, designs, documents, and electronic media that can be read by a computer);

«Commercial Use» means any use for Customer’s business purposes of any Equipment, Software, services provided by Opennube under this Agreement;

«Effective Date» means, for this Agreement, the date on which this Agreement is entered into (which, in the absence of a specific provision to this effect, shall be the date of constant signature on the first page of this Agreement) and, in the case of any Order, means the date on which the Order is signed;

«Intellectual Property Rights» means patents and rights in respect of inventions and discoveries, copyrights, database rights, design rights, trademarks, trade names, goodwill and rights in relation to proprietary know-how and information;

«Order» means the technical and commercial document to be signed by Opennube and the Client to formalize a supply in response to a specific request from the Client, which will be binding on the Parties, containing at least the following information, without prejudice to the information provided for in the Annexes to this Agreement: (i) the Software (insofar as it is included in the scope of the Order), (ii) the Equipment (provided that it is included in the scope of the Order); (iii) the Services to be provided (provided that it is included in the scope of the Order); (iv) the Site where the Software and/or System are to be installed; (v) the specification of the System (as long as it is included in the scope of the Order); (vi) the specification of the Services (to the extent included in the scope of the Order); (vii) project schedule; (viii) implementation responsibility matrix; (ix) billing and payment terms; and (x) the price corresponding to the scope of the Order;

«Specifications» means the technical specifications of the Equipment and Software that are published from time to time by Opennube and/or by the respective suppliers, as applicable; the specific capacity and functionalities of the System (or any of its parts) will be defined in the corresponding proposal issued by Opennube and will be part of the Order that accepts it;

«Services» means Opennube’s services, including, but not limited to, Professional Services, Consulting Services, Support Services and Cloud Services, as more specifically described in the Schedules to this Agreement;

«Documentation» means instruction manuals, user guides and other explanatory documentation supplied in printed or electronic form by Opennube to the Customer and applicable to the use of the Equipment, Software and Results;

«System» means the Equipment, Software and related Documentation to be supplied by Opennube under each Order signed by the Parties, pursuant to this Agreement;

«Third Party» means a party other than Opennube or the Customer (or any of their respective Affiliates); and

«Third Party Software» means any software that has not been developed or is not owned by Opennube or any of its Affiliates, but which has been licensed to Customer by Opennube as part of the System.

1.2 The headings of the Clauses of this Agreement and of the items in any Addendum are for identification purposes only. Accordingly, unless otherwise clearly stated, references in this Agreement to Chapters or Clauses are references to provisions within the context of the main text of this Agreement and references to items are references to provisions within the context of the Schedules to this Agreement, which shall be understood in the aggregate form of the agreement between the Parties under these General Conditions.

1.3 In this Agreement, all approvals, consents, requests, requirements, notifications, confirmations and consents referred to must be in writing in order to have value between the Parties.

2. Application of this Agreement

2.1 Any provision of Services by Opennube to the Client shall be subject to the provisions of this Agreement. The terms and conditions of any Orders or other documents comprising any Order issued by the Client shall be consistent with and expressly refer to this Agreement; in the event of any inconsistency between one or more terms and conditions of any Order and this Agreement, the provisions of the Agreement shall prevail for all purposes even if (i) the Order is more recent than this Agreement and/or (ii) the Order is accepted by Opennube. In this regard, any acceptance (express or implied) by Opennube with respect to any Order related to this Agreement shall be construed as being made strictly in accordance with the provisions of this Agreement. The Client acknowledges and agrees that any provision contained in any purchase order related to this Agreement that conflicts, inconsistencies and/or divergence with the provisions of the Agreement or that is more onerous for Opennube (as compared to the provisions of this Agreement) shall not have any effect or validity (even if the Order is expressly or tacitly accepted by Opennube).

2.2 Each supply or services thereof (as the case may be) shall be defined by a specific Order in writing and signed by both Parties. Each Order shall have effect and bind the Parties on the date on which it is signed by the two Parties or such other date as may be specified by mutual agreement in the Order.

2.3 These General Terms and Conditions shall apply to all Orders together with the provisions of the applicable Annexes, depending on the scope of the supply and/or services without the need to expressly refer to this instrument. Any and all proposals by Opennube and/or Orders (or equivalent documents) issued by the Client will be valid if they are formalized in an Order in accordance with the provisions of this Agreement.

2.4 However, failure to sign an Order in relation to any new supply of Services and which has been made by Opennube, the provisions of this Agreement will still apply.

2.5 Opennube will confirm receipt of any Order within five (5) business days of receipt, stating its acceptance of such Order (unless the Order is not in conformity with this Agreement and Opennube’s corresponding proposal, in which case it may be rejected by Opennube). If the Order is not confirmed or rejected within such time, the Order shall be deemed to have been accepted strictly under the terms and conditions of this Agreement. The acceptance or rejection of the Order will be communicated by letter, fax or e-mail to be sent to the Client.

2.6 Acceptance of any Services delivered, under each valid Order, shall be made in accordance with the terms and conditions of the relevant Addendum or Schedules to this Agreement.

2.7 If a particular Order is not expressly accepted by Opennube but the latter proceeds to comply with said Order, it will be understood that it has been accepted, and the provisions of this Agreement and the corresponding Opennube proposal will be applied in full to it.

3. Force majeure

3.1 None of the Parties shall be liable for any failure or delay in the performance and/or fulfillment of its obligations arising as a direct consequence of an act of God or force majeure. For these purposes, the concept of fortuitous event or force majeure contemplated in the applicable legislation will be applied. In such circumstances, the respective Party may suspend compliance only with those obligations that are directly affected by said cause for exoneration of liability, having previously notified the other Party in writing, and in the shortest possible time. Such notice shall contain all the details of the relevant case. During the time that the performance of the obligations of the affected Party is suspended, in whole or in part, the other Party may in the same way suspend the performance of its respective obligations.

3.2 If performance is suspended for more than 90 (ninety) days, then either party may offer to continue this Agreement, proposing that those obligations which cannot reasonably be performed be definitively cancelled. If such offer is rejected (or not accepted within thirty (30) days from the date of the offer), then either Party may request termination of this Agreement or the Order in respect of which performance has been suspended. Neither Party shall have any liability resulting from such termination.

3.3 In the event of early termination of this Agreement (or any Order valid under this Agreement) by either Party under the assumptions of this Clause, the price payable by the Client to Opennube (taking into account payments previously made in respect of this Agreement or the respective Order) shall be: (a) the price (as specified in the Agreement or in the applicable Order) of the said parts of the System or Services delivered or available for delivery on completion date; (b) the value of such undelivered but in progress or ordered from third parties as of the date of termination; and (c) any other costs reasonably incurred by Opennube with respect to such termination.

4. Law and Jurisdiction

4.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America (excluding conflict of law rules). To the fullest extent permitted by applicable law, each party waives the right to be tried by jury in any action or proceeding arising under or by reason of this Agreement. The Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Contract.

4.2 The Parties further irrevocably agree that any proceedings herein shall be submitted to the exclusive jurisdiction of the competent courts of Florida City, United States.

4.3 Regardless of any legal privilege, however, either Party may seek injunctive or similar relief, in the competent jurisdiction and subject to applicable law. The Parties hereby irrevocably waive any right to a Trial by Jury.

5. Notifications

5.1 Any notice between the Parties under this Agreement shall be in writing and sent to the relevant Party by letter, facsimile or e-mail to its address contained herein (or any other new address which has been duly notified in accordance with the terms of this Agreement).

6. Full Contract

6.1 This Agreement constitutes the entirety of the terms and conditions agreed between the Parties, these being the only ones that will govern the subject matter of this Agreement, superseding all related proposals, declarations and agreements and any other prior writings or other communications between the Parties, except those that were expressly incorporated in this Agreement. The United Nations Convention on Contracts for the International Sale of Goods (Rights of Third Parties) is excluded from this Agreement.

6.2 If any provision of this Agreement is found by any court or tribunal of competent jurisdiction to be invalid or void, such decision shall not affect any other provision of this Agreement and all provisions not affected by such invalidity or invalidity shall remain in full force and effect. The Parties, through this instrument, agree to use their best efforts to replace any invalid or void clause with a valid and enforceable one that achieves, as far as possible, the economic, legal and commercial objectives of the invalid or unenforceable provision.

7. Tolerance

7.1 Tolerance by either Party of the other Party’s breach of any of the provisions of this Agreement does not constitute tolerance of any subsequent breach of the same or other provisions. The delay or failure of either Party to exercise or enforce any right or privilege under this Agreement shall not constitute a waiver of the right or privilege.

8. Advertising

8.1 Opennube may refer to the Client in its advertising material, but not to the latter’s subscribers. Furthermore, Opennube may not, without the Client’s permission, publish Opennube’s work.

9. Cession

9.1 Neither Party shall assign or otherwise transfer any of the rights or obligations under this Agreement without the prior written consent of the other Party. Opennube may, in whole or in part, subcontract this Agreement with the prior written consent of the Client.

9.2 The Parties expressly state that each one will be fully responsible for all labor and/or social security obligations of their respective personnel. In fact, it cannot be understood that there is an employment or contractual relationship of any kind between Opennube’s staff and the Client, nor vice versa.

Annex I – Confidentiality Agreement

1. Agreement between the Parties

1.1 Both parties agree on:

1.1.1 Confidential Information means any information (except information that is trivial or obvious or that cannot reasonably be considered confidential), whether commercial, technical or otherwise related to the business or products of any of the Parties to this Agreement (and of any third party that has provided such information to one of the Parties under the conditions of confidentiality), and in any form including, without limitation: designs, documents and electronic media that a computer can read, etc.

1.1.2 To keep confidential all the Confidential Information that each one will acquire or will acquire from the other and to use the Confidential Information exclusively for the purposes of the Contract; and

1.1.3 Not to disclose or use the other party’s Confidential Information, in whole or in part, directly or indirectly, for purposes other than the Contract, nor, except as expressly permitted in the Contract, to disclose it to you or allow a third party to use it without the prior written consent of the other party.

1.2 Both parties agree to take all necessary precautions for the safeguarding of the other party’s Confidential Information, including at least those measures it takes to protect its own Confidential Information and the specific confidentiality measures set out in this Confidentiality Agreement. Each party shall be liable to the other party for any misuse or disclosure of the Confidential Information for failure to comply with this Privacy Agreement.

2. Exceptions

2.1 Restrictions on the use and disclosure of Confidential Information received by either party from the other shall not apply to any information if: (i) the information becomes public knowledge without the intervention or fault of either party, its agents or employees; (ii) That which was already in the possession of the recipient for his or her free use before it was disclosed to him or her within the context of the Confidentiality Agreement or that was subsequently lawfully delivered to him or her free of third-party restrictions, but that this does not result from information directly or indirectly provided by the other party; (iii) That it is independently developed for the recipient by personnel who did not have access to or use of the Confidential Information; or (iv) the other party agrees in writing to release such restrictions.

2.2 The provisions of this Confidentiality Agreement do not preclude either party from disclosing such information to the extent that such disclosure is required by law to authorities having the power granted by law to require disclosure of such information.

2.3 In order to apply any of the above exceptions, the party that needs to apply the aforementioned exception must demonstrate by documentary or other tangible evidence to the other that such exception applies.

3. Confidentiality Measures

3.1 Both parties shall keep all Confidential Information of the other party separate from its other documents and records, in addition to all documentation that is generated thereafter.

3.2 Neither party shall copy, use, or store such Confidential Information on an externally accessible computer or electronic data retrieval system, or transmit it in any form or by any means outside its usual places of business, except to the extent strictly necessary to facilitate its use in accordance with this Agreement. Confidentiality.

3.3 Each party shall allow access to the other party’s Confidential Information only to its employees who have a justifiable need to see and use it for the purposes of this Agreement and shall inform all such employees of the nature of such Confidential Information and their obligations arising therefrom.

3.4 Upon termination or termination of the Contract or otherwise requested at any time by the other party, each party shall deliver to the other party all documentation and other materials and delete all data electronically stored in its custody, possession or control that is or incorporates Confidential Information disclosed by the other party.

4. Limitations

4.1 This Non-Disclosure Agreement shall not be construed as constituting any rights in relation to any product, confidential information or intellectual property rights of either party (or any third party), nor shall it be construed as an offer or invitation by the other party to enter into any other agreement of any kind.

4.2 No rights of any kind in relation to the Confidential Information disclosed shall be conferred or granted to the recipient.

4.3 Confidential Information is provided in good faith, without representation or warranty of any kind, express or implied, statutory or otherwise.

5. Validity and Duration

5.1 This Privacy Agreement applies in relation to any Information Confidential notes exchanged between the parties in the period from the date the Contract is entered into (or if earlier, the date on which discussions gave rise to the Contract begin) and terminates when the Contract expires.

5.2 The confidentiality obligations defined in this Confidentiality Agreement are of general application and continue to apply for a period of not less than 5 (five) years after the expiration of this Confidentiality Agreement. The end of such 5 (five) year period shall not constitute or be construed as a license to use the Confidential Information, trade secrets or know-how disclosed under or in connection with this Agreement.

Annex II Specific Terms and Conditions Regarding Cloud Services

The terms and expressions used in this Addendum have the meanings detailed below. For Cloud Services only, in the event of any inconsistency between any of the provisions herein and those of any Addendum or in the Agreement, the definitions and provisions in this Addendum II Clause 1 shall prevail.

1. Definitions:

«Applicable Law» means all laws, rules and regulations, and all orders, judgments, decrees or other determinations issued by any governmental authority of any State or arbitrator that are applicable to, or binding on Opennube, its suppliers, customers, or to which the parties are subject. «Cloud Software» means the software owned by Opennube that the Client may access solely through the use of the Services, excluding any Third-Party Software. «Customer Data» means any content or data originating from, provided by, or supplied by or through Customer, its Subscribers, or its third-party providers, including but not limited to: (i) any patent, trademark, copyright, or other Intellectual Property Rights contained therein; (ii) any Client Confidential Information; or (iii) any personal data, personally identifiable information, or any other information that could identify a natural person, whether considered individually or in conjunction with other information.

«Opennube Infrastructure» means any equipment and software of Opennube (or its third-party providers engaged for that purpose) used by Opennube to provide the Services. «Customer Infrastructure» means any equipment, software (other than equipment or software provided by Opennube) that is provided by or under the control of Customer, or that is introduced by Customer in any other way, including any Third-Party Software that Customer acquires, implements or controls.

«Services» or «Cloud Services» means the services established in the cloud, these being those described in the respective purchase requisitions and provision invoices.

«Subscriber» means any individual or corporate customer of Customer who subscribes to and/or engages Customer’s services and who uses the Services described in the relevant order requests and provision invoices (including, but not limited to, subscribers and aggregators, but excludes all other resellers of Customer services, competitors of Customer, timeshare companies, Client’s Affiliates, and any party that does not purchase Client’s services for internal consumption).

«Third Party Software» means any software provided by or owned by a third party (i.e. not of the Client or Opennube and independently of either of them) in connection with the provision of Services to the Client.

2. Provision of Services

2.1 Opennube will provide the Services to the Client: (i) in accordance with the terms and conditions of this Addendum; and (ii) in compliance with Applicable Law. However, Opennube accepts no responsibility for the content, material, accuracy or legality of any data or information, including but not limited to Customer Data, transmitted through the Services.

2.2 Opennube will use reasonable efforts to ensure the availability of the Services at the agreed times and up to the agreed capacity; however, Opennube does not warrant or undertake or take responsibility for the availability of Internet-based services via the web.

2.3 Opennube has the right, in its sole discretion, to immediately suspend or restrict any part of the Services if Opennube reasonably believes that the suspension or restriction is necessary to prevent direct material damage to Opennube’s infrastructure, or if the Services are being used for unlawful purposes. Opennube will notify and provide an opportunity to correct, if possible in practice, depending on the nature of the damage.

3. Customer’s Use and Obligations

3.1 The Client will receive a subscription to use the Services up to the capacity that the Client has purchased, solely for the purpose of enabling the Client to offer its services (which in turn use the Services) to the Subscribers. Eligibility for this subscription and continued use of the Services is subject to compliance with all terms of this Agreement, including without limitation the terms of Addendum, and timely payment of the monthly price. If Customer breaches any of these terms (including taking steps necessary to ensure that its Subscribers comply with them as well), Opennube may at its sole discretion terminate or suspend this Addendum and any subscription to use the Services in the manner provided for in this Agreement, in addition to exercising any other rights or remedies available.

3.2 The Client shall not: (a) use the Services in violation of any Applicable Law; in violation of the AUP; or with the intent to cause harm to third parties; (b) use the Services with the intent to cause damage or adversely interfere with the Services, or with the ability of Opennube or its third-party providers engaged for that purpose to provide the Services; (c) resell the Services (except as provided in Section 1 above relating to the definition of «Subscribers» to this Addendum) or part of the Services; (d) make available the Services, any documentation about the Services, or applicable access codes and usernames, to any person other than those employees who have a need to know them in order to use the Services for the permitted purposes and in accordance with this Addendum; or. (e) lease, rent, pledge, or otherwise transfer rights to use the Services to any third party;

3.3 The customer must:

3.3.1 Provide, in the manner reasonably specified by Opennube, the information necessary for Opennube to carry out its obligations under this Addendum, including technical data for interfaces with the Customer’s Infrastructure; and

3.3.2 Be solely responsible for any obligations or liabilities that may arise from any type of transaction between the Client and a Subscriber or any third party accessing or acting on the basis of the Services or the Client Data. (Opennube shall not be held responsible for or party to any transaction between the Client and any Subscriber or any third party.)

3.3.3 The Client represents and warrants that it has all legal rights and sufficient powers to use, transmit, and authorize Opennube and its contracted suppliers for this purpose to use or transmit all of the Client’s Information in connection with the provision of the Services, and that this use or transmission will not cause violations of any agreement with third parties, to any Intellectual Property Rights of third parties, or to any Applicable Law.

3.4 The Client shall also bring the Subscribers and any third parties related to the Client (including but not limited to its subcontractors and consultants) comply with the provisions of this Clause 3.

3.5 The Client shall indemnify Opennube against any claim arising out of or based on: (i) any misuse, unauthorized use, unauthorized access, or modification or combination of the Cloud Services by the Client or its Subscribers; (ii) a breach of the AUP by Customer, its Subscribers or its suppliers; (iii) any written specifications provided by Customer to Opencloud that is used to provide the Cloud Services; (iv) Customer’s infringement of third party intellectual property rights; or (v) Customer Data.

4. Intellectual Property Rights

4.1 All Intellectual Property Rights related to the Cloud Services, the Opennube Infrastructure, the Cloud Software, and all components, modifications, derivatives, and developments thereof belong to Opennube and/or its suppliers. The Client shall not assert any claim of ownership of the Cloud Services, the Opennube Infrastructure, or the Cloud Software.

4.2 All Intellectual Property Rights related to the Client’s Infrastructure and all respective components, modifications, derivatives, and developments thereof belong to the Client. Opennube shall not assert any claim of ownership of the Customer’s Infrastructure.

4.3 In the event that joint development between the Parties is envisaged under this Annex, the Parties shall expressly agree in advance and in writing on the distribution of ownership and/or rights to the results. In the absence of such a specific written agreement, all respective rights shall automatically vest in Opennube.

5. Guarantees

5.1 The Client represents and warrants that it has all rights and powers to use and authorise Opennube and its contracted suppliers for this purpose to use the Client’s Infrastructure and the Client’s Data in connection with the provision of the Services, and the Client represents and warrants that such use will not cause any breach of any agreement it has with third parties, or violations of third party Intellectual Property Rights or any Applicable Law

5.2 Opennube represents and warrants that it will provide the Cloud Services in a correct and professional manner and that the Cloud Services will meet the quality and performance standards set out in this Addendum and Appendix B to this Addendum. Opennube’s sole obligation, and Customer’s sole remedy in the event of a breach of the warranty set forth above, is that Opennube (i) shall use commercially reasonable efforts to re-provide the relevant Cloud Services, and Customer shall immediately inform Opennube of any defects or non-conformities in the Service. Opennube shall, once notified by the Client and during its business hours, promptly investigate such defects or reported nonconformities, at no additional cost to the Client, as well as implement the solution of such defects or nonconformities by carrying out the modifications, alterations or replacements of the Service that it deems necessary in its sole judgment. or (ii) If, despite Opennube’s efforts, it is impossible to correct the defect or nonconformity of the Service and such defect or nonconformity is of a fundamental nature such that it prevents the Client from using it in accordance with the applicable technical specifications, Opennube will provide the Client with a service credit as a refund corresponding to the maximum monthly service contracted.

5.3 OPENNUBE DOES NOT GRANT ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE CLOUD SERVICES WILL BE UNINTERRUPTED, FREE FROM ERRORS OR DEFECTS AND EXCEPT AS REGARDS ANY EXPRESS WARRANTY MADE HEREIN, OPENNUBE EXPRESSLY EXCLUDES AND DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE.

6. Compliance

6.1 With respect to any Customer Data that Opennube receives during the time it provides the Services, Opennube will use and process Customer Data only on behalf of Customer in accordance with the instructions that Customer provides to Customer in writing and with the terms of this Addendum.

6.2 If necessary for the provision of the Services, the Client acknowledges and agrees that any Client Data may be used by Opennube and its subsidiaries, Affiliates and/or suppliers contracted for this purpose in connection with the provision of the Services and may be communicated or transferred to locations outside of Argentina – including without limitation to the United States of America or Canada. The Client shall indemnify, defend and hold harmless Opennube from any third-party claim for costs, damages or losses of any nature arising from: (i) the use, processing, or communication of Client Data in accordance with this Addendum; or, (ii) the compliance of Opennube and its third-party contracted providers with any Applicable Law, including without limitation the PATRIOT Act of the United States of America.

7. Pricing & Payments

7.1 The Client shall pay the corresponding price for the Services in accordance the indicated in the Sales Order submitted for each provided service.

7.2 The value of the service offered for this contract is specified in the Sales Order including the commercial conditions and payment terms associated with the service. The purchase order for the services offered will be paid monthly in advance and is non-refundable. Any amount for the Services used in excess of the amount offered will be charged in arrears, and where possible in practice, added to the invoice for the following month. Use of the Services below the purchased capacity is not subject to refund.

7.3 The price does not include taxes (other than taxes on Opennube’s profits, and revenues, which are the responsibility of Opennube), duties, levies and similar charges.

7.4 Opennube will send the corresponding invoices to the Client to the email address they indicate the Order acceptance.

7.5 If any sum due by the Client under this Addendum is not covered within 30 days of the date of the invoice («Due Date»), Opennube may: (i) notify the Client of its intention to suspend the services as a result of the delay in payment, providing an additional period of 30 days to make the late payment; and (ii) if after such notice and additional payment term, the payment is not covered, Opennube may, without prejudice to its other rights under the Agreement, suspend or terminate the Services or this Addendum.

7.6 All payments to be made to Opennube under this Addendum shall be made exclusively in United States Dollars.

7.7 The Client shall be responsible for the costs (including reasonable attorneys’ fees and court costs) incurred by Opennube in enforcing its payment rights under this Addendum.

7.8 Opennube may revise the prices provided in the Sales Order only once in any 12-month period under this Addendum, upon written notice to Customer at least 30 days in advance. In addition, Opennube may at any time pass on to the Client any changes made to the prices of the Opennube provider.

8. Duration and Termination

8.1 This Agreement shall commence on the Effective Date of 01/03/2021 and shall continue for a period of 12 (twelve) months from the date of signing of this Agreement, unless terminated or extended in accordance with the provisions contained in this Clause. The term of this Agreement shall automatically renew for identical period of time, unless either Party gives written notice of its intention to terminate this Agreement at least 30 calendar days in advance of the end of each such additional period.

8.2 The Parties may terminate this Annex at any time, without cause or for mere convenience, through written notice to the other party, which must be made within a period of not less than 30 days. The termination as agreed herein will not generate in favor of any of the Parties the right to the collection of compensation or penalty of any nature, and both Parties must comply with the obligations accrued until that date.

8.3 In addition to any other right of termination provided for in this Agreement, either party may terminate this Addendum at any time, upon written notice to the other party, in the following cases:

8.3.1 In the event of non-compliance with any of the provisions of this Annex and/or the AUP, and such situation is not remedied by the defaulting Party (if it has the capacity to remedy it) or (if it is unable to remedy it), the non-compliant Party fails to provide adequate compensation within the 30 (thirty) days after being notified of said violation;

8.3.2 Immediately, by simple written notice to the other party in case of violation of any Intellectual Property Rights, Software Licenses and/or confidentiality; or

8.3.3 In the event of bankruptcy, insolvency, liquidation or creditor agreement of a Party; in the event of a bankruptcy application or judicial or extrajudicial agreement of any kind; if an administrator, auditor or liquidator is appointed.

9. Consequences of Termination

9.1 In the event of termination or expiration of this Addendum, each party shall (i) return all documentation and other materials containing the other party’s Confidential Information within 10 business days and (ii) delete or destroy all copies of the other party’s Confidential Information that cannot reasonably be returned and certify in writing that the foregoing has been done within 10 days Skilled.

9.2 In addition to the termination or expiration of this Addendum, the Client shall immediately cease the use of and access to the Services by its Subscribers; and, without prejudice to other rights and remedies exercisable by Opennube, pay Opennube for all Services provided up to the date of termination.

9.3 In addition to the current obligations set forth in the Agreement, the following Sections of this Addendum shall survive any termination or expiration of this Addendum,

Appendix A to Exhibit Five Acceptable Use Policy for Cloud Services («AUP»)

Customer shall (and shall likewise bind) its Subscribers to adhere to this AUP and its terms and conditions. The Customer is responsible for ensuring that the Cloud Services will not be used for the following purposes:

– to obtain, or attempt to obtain, unauthorized access to any system that does not belong to the Customer;

– make any unauthorized or unapproved modifications to any system belonging to Opennube (and/or its contracted providers and/or affiliates), other customers or any other system on the Internet; where the Client does so using an IP address or AS number registered for Opennube (and/or its contracted suppliers and/or subsidiaries)

– transmit or store any material or content that violates Intellectual Property Rights or Applicable Law;

– violate the privacy rights of others, including, without limitation, collecting information with respect to individuals without their knowledge or authorization, except as permitted by Applicable Law;

– send SPAM, or any other type of message or communication that is unauthorized or in violation of Applicable Law;

– transmit or store any material or content that is unlawful, obscene, harassing, defamatory, abusive, or hateful; that encourages illicit acts; or that are construed as a violation of any civil rights of third parties;

– engage in any fraudulent or malicious activity;

– transmit or store any material or content that, in the opinion of a competent authority, subjects Opennube to unreasonable regulatory risk; or

– transmitting viruses or other malicious or harmful programs.

Customer is prohibited from assisting any person in using the Cloud Services and engaging in any of the activities listed above. In the event that Customer becomes aware of any such activities, Customer shall promptly notify Opennube regarding the detection of such breach or potential breach.

In addition, the Client shall not:

reverse engineer, disassemble, or decompile the Cloud Software or Third-Party Software in the scope of the Cloud Services;

configure your systems to circumvent security controls, including, without limitation, installing programs or services that allow systems to be operated or accessed in an insecure manner or by unauthorized means;

obtaining, or attempting to obtain, unauthorized access to the network, and/or its security, handling, backup, storage, or monitoring systems;

install programs or configure systems that allow monitoring or «sniffing» of data transiting in shared network;

accessing, or attempting to access, sensitive information or information subject to security procedures, such as password files that, among others, allow unauthorized access to system accounts; or

Install or use software for the purpose of breaking encrypted data, including without limitation stored passwords.

Customer is responsible for any misuse of its accounts related to the Cloud Services. The Client shall implement measures and procedures to ensure that its accounts are not accessed or used in an unauthorized manner:

– The Client shall maintain, and provide Opennube, with a list of authorized persons and accounts that will allow remote access to the Cloud Services;

– The Client shall notify Opennube in writing in the event that a user ceases to have access. To ensure that access is removed in a timely manner, Opennube must receive such notice at least 10 days in advance of the date on which the corresponding access will be effectively terminated.

Remote access accounts are non-transferable and may not be shared between people. Each user will have an individual remote access account and password that uniquely identifies them.

VIOLATIONS AND REMEDIES

Opennube will cooperate with civil and criminal authorities in investigations arising out of the allegation of unlawful or improper use of the Cloud Services. Opennube may also investigate any violation (suspected or alleged) of this AUP. In the event of a reliably proven violation of this AUP by the Client, Opennube, in its sole discretion, may immediately terminate or suspend the Cloud Services. In addition, Opennube shall be entitled to pursue legal remedies with respect to any direct damages resulting from violation of this AUP.

GENERAL

Opennube has no obligation to monitor, review, or edit any Client material or content and does not validate or warrant the accuracy or completeness of the information contained therein. Violations of this AUP shall be reported to Opennube at: info@opennube.com. Opennube reserves the right to add, change or modify this AUP at any time. Any changes or modifications will be effective upon posting by Opennube and use of the Cloud Services following such posting and corresponding written notice to Customer will be deemed acceptance of the applicable change or modification.