Software Licensing — F5 Software Ltda. (OSB Software)
1.1. These General Terms and Conditions ("T&C") govern any and all software license procurement carried out with F5 SOFTWARE LTDA. (OSB SOFTWARE) ("CONTRACTOR").
1.2. The engagement shall be deemed valid and binding upon:
Any of these acts constitutes full and irrevocable acceptance of these T&C.
1.3. These T&C are in the nature of an adhesion contract, binding the parties regardless of formal signature.
1.4. Except where there is a specific written instrument signed by both parties, these T&C shall prevail, together with the Commercial Proposal, over:
2.1. Licensing of "off-the-shelf" software, that is, computer programs that are not customizable, as set forth in the Commercial Proposal.
2.2. The CONTRACTOR acts as an authorized reseller and is not the owner of the software.
2.3. The licensing shall fully comply with the software vendor's terms.
2.4. In view of the legal nature of the licensing or assignment of the right to use computer programs (off-the-shelf software), the Parties acknowledge that performance of the service is fully completed at the moment the access credentials for this engagement are made available, such engagement being irrevocable and irreversible, and it may not be canceled or terminated unilaterally by the client before the end of the term, the client remaining obligated to fully comply with the agreed conditions, including payment of the agreed amounts.
2.5. The signing party represents that it holds full powers of representation, corporate authorization, and standing to execute this instrument and to bind the client to the performance of all obligations set forth herein. Any allegation of absence, limitation, or irregularity of powers may not be used as grounds to invalidate or annul these T&C, and the client shall remain responsible for the full performance of the obligations undertaken.
2.6. This instrument may be judicially enforced for the collection of any amounts due, including in the event of default, and shall serve as an extrajudicial enforceable instrument in any collection actions, enforcement proceedings, or any legal measures necessary to satisfy the CONTRACTOR's claim.
3.1. The CONTRACTOR's obligation shall be deemed fully performed upon the valid provision of credentials, activation keys, a download link, or any other means that accomplishes the delivery of the license for use. At that moment, control of the license is deemed transferred to the client, regardless of formal acceptance, actual use, or implementation.
3.2. The Parties further acknowledge that such arrangement is aligned with the nature of the engagement and with the accounting practices applicable to contracts with customers, including with respect to the satisfaction of the performance obligation.
3.3. The license shall be delivered by electronic means, and delivery shall be deemed automatically accepted on the date of transmittal or in the absence of any objection within 2 business days.
3.4. The absence of any objection shall not suspend invoicing or payment.
4.1. The CONTRACTOR shall provide first-level technical support only, that is, support relating to the installation and initial operation of the software, always remotely.
4.2. Support, maintenance, and software updates shall be provided directly by the software vendor, remotely, at all levels.
5.1. Invoicing shall be carried out concurrently with the delivery of the software, through the issuance of a Service Invoice (Nota Fiscal de Serviços - NFS-e).
Sole paragraph. Exceptionally, in cases where the CLIENT has an internal invoicing procedure tied to a cut-off date previously reported to the CONTRACTOR, the issuance of the invoice may occur on the first business day following such cut-off date, without such procedure altering the moment of delivery of the license.
5.2. The issuance of measurement sheets, timesheets, or measurement reports is not required for purposes of approving the invoicing of the licenses, since the CONTRACTOR's obligation is one of immediate delivery and not of continuous performance or performance measured by hours worked.
5.3. Any discrepancies must be reported within 2 business days, without suspending payment.
5.4. The Commercial Proposal number may be included in the invoice for the client's internal control.
5.5. Failure to pay any amount due on its due date shall result in a late-payment penalty of 10% (ten percent) on the overdue amount, plus default interest of 1% (one percent) per month, calculated pro rata die, as well as applicable monetary adjustment.
5.6. In the event of default, the CONTRACTOR may, at its sole discretion and upon prior written notice, suspend access to the software, block the licenses made available, and deem the engagement terminated, without prejudice to the adoption of the applicable judicial and extrajudicial measures for the collection of the amounts due.
5.7. Each party shall be responsible for the payment of the taxes attributed to it under applicable law.
5.8. In the event of changes in tax legislation, the creation of new taxes, or modifications to rates or calculation bases that directly impact OSB Software's costs, the contracted amounts may be adjusted proportionally, upon notice to the client.
6.1. The client undertakes to fully comply with the terms of these T&C, as well as with the conditions established by the software vendor, being responsible for the proper use of the licenses acquired. The client shall further ensure that it has the technical requirements necessary for the installation and use of the software, including adequate infrastructure and internet access, as well as maintain backup copies of its data, holding the CONTRACTOR harmless from any liability for losses, damages, or unavailability arising from failures in these respects.
6.2. The client further undertakes not to use the software in disregard of the limits of its functionality, including, but not limited to, use by a greater number of users, devices, or unauthorized locations, and shall be liable for any losses arising from improper use.
6.3. The client is expressly prohibited, without prejudice to other restrictions set forth in the Terms and Conditions or in the software vendor's conditions, from sublicensing, reselling, assigning, transferring, or otherwise making the software available to third parties, as well as from sharing access credentials or license keys or permitting unauthorized use. Likewise, it is prohibited to use the software for the development of competing products or services, or to perform reverse engineering, decompilation, modification, adaptation, or any attempt to access the source code.
6.4. Noncompliance with these provisions authorizes the CONTRACTOR to immediately suspend access to the software, without prejudice to the application of the penalties set forth in this Commercial Proposal and in the T&C, as well as the adoption of the applicable legal measures.
7.1. The client is expressly prohibited, without prejudice to other restrictions set forth in these T&C or in the software vendor's conditions, from sublicensing, reselling, assigning, transferring, or otherwise making the software available to third parties, as well as from sharing access credentials or license keys or permitting unauthorized use. Likewise, it is prohibited to use the software for the development of competing products or services, or to perform reverse engineering, decompilation, modification, adaptation, or any attempt to access the source code.
7.2. Noncompliance with the provisions of this clause authorizes the CONTRACTOR to immediately suspend access to the software, without prejudice to the application of the penalties set forth in these T&C and the adoption of the applicable legal measures.
7.3. The client acknowledges and agrees that it acquires no right in the software beyond those expressly set forth in these T&C and in the software vendor's conditions, and any form of unauthorized reproduction, adaptation, modification, or exploitation is prohibited.
7.4. Any violation of intellectual property rights may give rise to the immediate suspension of the license, without prejudice to the assessment of losses and damages and other applicable legal measures.
8.1. The term of the license shall be that established in the Commercial Proposal, commencing on the date the software is made available, unless expressly provided otherwise.
8.2. Upon expiration of the term, the license shall be automatically terminated, unless renewed by means of a new Commercial Proposal and acceptance, or any other unequivocal expression of the client's interest.
8.3. Renewal shall observe the prices in effect at the time, which may change due to software vendor price increases, exchange rate variations, or tax changes.
9.1. The parties undertake to keep confidential all confidential information to which they have access by reason of the engagement, not disclosing it to third parties without prior express authorization, except where required by law or by order of a competent authority.
9.2. For purposes of these T&C, confidential information means all technical, commercial, strategic, and operational data, as well as any personal data, under the terms of applicable law.
9.3. In order to enable the licensing of the software, the client expressly authorizes the CONTRACTOR to share its registration data with the software vendor, including, but not limited to, corporate name, CNPJ (Brazilian corporate taxpayer registry number), contact name, e-mail, and telephone number.
9.4. The client declares that it is aware that the processing of data by the software vendor may occur under the vendor's own privacy policies, and the CONTRACTOR shall not be liable for any acts performed by third parties in that context.
9.5. The confidentiality obligations shall remain in effect for an indefinite period, even after the termination of the contractual relationship.
10.1. The CONTRACTOR shall not be liable for any indirect damages, lost profits, loss of revenue, loss of data, business interruption, or any other losses arising from the use of or inability to use the software.
10.2. Considering that the CONTRACTOR acts exclusively as a reseller, it may not be held liable for failures, unavailability, errors, or vulnerabilities of the software, for which the software vendor is solely responsible.
10.3. In any event, the CONTRACTOR's total liability arising from these T&C shall be limited to the amount actually paid by the client in connection with the engagement that gave rise to the damaging event.
10.4. The limitations set forth in this clause apply to the maximum extent permitted by applicable law.
11.1. Noncompliance with any provisions of these T&C shall subject the breaching party to the payment of a non-compensatory penalty equivalent to up to 20% (twenty percent) of the total value of the engagement, without prejudice to the assessment of additional losses and damages.
11.2. The imposition of the penalty does not preclude the non-breaching party's right to terminate the engagement, suspend the services, or adopt the applicable legal measures.
12.1. These T&C constitute the entire agreement between the parties, superseding any prior understandings, whether verbal or written.
12.2. Any forbearance by either party with respect to the breach of any obligation shall not imply novation or waiver of rights, and the provisions set forth herein shall remain fully enforceable.
12.3. Should any provision of these T&C be held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the affected clause shall be construed so as to reflect, to the greatest extent possible, the original intent of the parties.
12.4. These T&C may be accepted by electronic means, including digital acceptance, e-mail, electronic systems, or any other means evidencing the client's expression of intent.
12.5. The CONTRACTOR may update these T&C at any time, with the version in effect at the time of the engagement being applicable.
13.1. The courts of the Judicial District of São Paulo/SP are hereby elected to settle any disputes arising from these T&C, with express waiver of any other, however privileged it may be.
São Paulo, March 12, 2026