LUMIS PORTAL END USER LICENSE AGREEMENT LICENSOR: LUMIS EIP TECNOLOGIA DA INFORMACAO LTDA., with registered offices in the City of Rio de Janeiro, at Rua da Quitanda no 199 - 11o andar - Centro - Rio de Janeiro - RJ, ZIP Code 20091-005, enrolled with the CNPJ under no. 04.472.647/0001-77, herein represented by its legal representative, ANDRE MACHADO DE MATOS, hereinafter referred to as LICENSOR; LICENSEE or CLIENT: Person or company to whom a license has been given. 1. DEFINITIONS: The Parties described above agree to this Software Licensing Agreement and other Covenants, as follows: 1.1 SOLUTION MANUAL: Technical accessory documentation containing the instructions for use, operation and other information related to the proper use of LICENSED SOFTWARE and its relevant modules. 1.2 LICENSED SOFTWARE OR SOFTWARE: Computer programs subject to this contract in object code form, and followed by the relevant documentation, including, without limitation, technical documents, manuals, tutorials, images and any other printed documents that describe or refer to the SOFTWARE. 1.3 CUSTOM SOLUTION: Customized portal, created using the LICENSED SOFTWARE based on CLIENT needs and characteristics. 1.4 END USERS - Users with exclusive authorization to access and interact with certain CLIENT CONTENTS and END USER CONTENTS and to interact with other END USERS. 1.5 SITE: Is the area of a CUSTOM SOLUTION that may be accessed by a url address on the internet our intranet. 1.6 CONTENT-READING APPLICATIONS - Modules of the LICENSED SOFTWARE that may be installed by END USERS of the Solution in their devices, to allow their visualization of the CLIENT CONTENT in their own access devices. 1.7 CLIENT CONTENT: Content created and published by CLIENT using the LICENSED SOFTWARE, to be distributed among END USERS through the CONTENT-READING APPLICATIONS and the CONTENT ACCESS PORTAL. 1.8 CLIENT DATA: Data collected by the Solution regarding the interactions carried out by END USERS by using CONTENT-READING APPLICATIONS and CUSTOM SOLUTION. 1.9 MINIMUM SYSTEM REQUIREMENTS: It means every hardware, operational system, middleware, database and other components needed by the LICENSED SOFTWARE to perform its functionality. 2. THE LICENSE: 2.1 The object of this agreement is the temporary, non-exclusive, personal and non-transferable use of the LICENSED SOFTWARE. In case LICENSEE in any way defaults with its obligation under this agreement, this license will be terminated and revoked. 2.2 The following technical restrictions have should be applied when using the LICENSED SOFTWARE. a) A maximum of 512 MB of memory should be allocated to the JAVA process that is executing the LICENSED SOFTWARE. b) It is not permitted to configure the LICENSED SOFTWARE to be used in a clustered environment. c) No more than a single website should be created using the LICENSED SOFTWARE. d) Every page in the CLIENT SOLUTION should reference a logo of the product defined in the LICENSED SOFTWARE. 2.3 LICENSOR may update the versions of the LICENSED SOFTWARE at any time without prior notice. 2.4 LICENSOR is the sole owner of all intellectual property titles and rights related to LICENSED SOFTWARE (including, but not limited to images, photographs, animations, videos, audios, songs, texts and service-components embedded in the software, trade secrets and trade dress), the printed material that follows them and any copy thereof. 2.5 All licenses granted under this Agreement and their relevant purchase orders are personal and non-transferable except as provided. LICENSEE may not assign, sub-license or transfer them to third parties, for whatever reason, except in case of associated, parent, controlled and subsidiary companies, or in case of members of the same economic group. However, in the event of a sale of all or substantially all LICENSEE'S assets LICENSEE shall have the right to transfer the remaining portion of the agreement then in effect, provided that the new assigned LICENSEE undertakes the same obligations stated herein. 2.6 The technical specifications of the LICENSED SOFTWARE and their possible variations are presented in the manuals and/or technical documentation that follow them, especially in the SOLUTION MANUAL. 3. METHOD TO USE THE SOFTWARE: 3.1 The LICENSED SOFTWARE may be installed in machines or devices owned by LICENSEE or that may be used by LICENSEE to carry out its activities within the constraints provided for. LICENSEE shall make use of the MINIMUM SYSTEM REQUIREMENTS as informed by LICENSOR, at every new version, so as to properly run the LICENSED SOFTWARE. 3.2 The characteristics of the MINIMUM SYSTEM REQUIREMENTS are informed by LICENSOR in the LICENSED SOFTWARE documentation, or upon request by LICENSEE, and may vary according to the specific LICENSED SOFTWARE and its versions. 3.3 The LICENSED SOFTWARE must be used as they were designed for, and according to the instructions or training offered by LICENSOR. 3.4 In case LICENSEE hires a third party to operate the LICENSED SOFTWARE in any manner whatsoever, they will only be authorized to do so under the following conditions: (i) the third party undertakes to comply with the terms of this Agreement and its amendments, using the SOFTWARE only to the extent of the agreement and under the constraints of this License; (ii) the total number of licenses used by Licensee and by the third party does not exceed the number of licenses granted to LICENSEE and their relevant constraints in relation to each LICENSED SOFTWARE. In all cases, LICENSEE shall be jointly responsible, with the third party hired, for any damage or violation of LICENSOR's rights. LICENSOR will not be held responsible for any damage caused by third parties contracted, nor will LICENSOR be obliged to remedy failures or defects caused by the intervention of third parties. 3.5 This contract does not guarantee or offer any support, maintenance, training or updates of the LICENSED SOFTWARE. 3.6 LICENSOR may launch new versions or update the existing version at its own discretion and when so desired; LICENSOR shall make its best efforts to ensure that the new versions are fully compatible with the changes made for the CLIENT and its versions under use, but LICENSOR does not guarantee this compatibility nor does LICENSOR guarantee a return to previous versions in case of incompatibility. 3.7 The LICENSED SOFTWARE allows the LICENSEE to manually or automatically set up END USERS access to certain CLIENT CONTENT. LICENSOR is not responsible for such setup or any possible damage that may occur due to improper setup or authorization for END USERS to access CLIENT CONTENT or END USER CONTENT, including but not limited to cases in which authorization was carried out by means of integration with third parties' technological platform. 3.8 LICENSOR reserves the right to collect and store CLIENT DATA, which may generate reports accessible by ADMINISTRATORS according to CLIENT setup. Moreover, all CLIENT DATA collected by LICENSOR may be used as a means to study the behavior of its users, with the goal of improving the solution, and disclosed in a manner deemed appropriate by LICENSOR, provided the CLIENT and END USERS are not identified. CLIENT is responsible for clearly informing its END USERS that their data may be collected and used for these purposes. 4. LICENSOR'S OBLIGATIONS AND WARRANTY: 4.1 Considering that the LICENSED SOFTWARE are distributed free of charge, under this licensing model, the LICENSEE does have any right to request technical support, maintenance, correction or evolution of the LICENSED SOFTWARE. This license by no means includes any payment of damages or compensations for alleged loss and damage arising out of the problem or failure. As in every software, the LICENSED SOFTWARE may be subject to flaws and defects, particularly, but not limited, to the compatibility between its versions and third parties' software. 4.2 LICENSEE herein acknowledges that, except for the warranties explicitly listed in this Clause and in the legal terms, the LICENSED SOFTWARE are supplied as is, and LICENSOR does not offer any explicit or implied warranty of commercialization, application or adaptation to any specific purpose. 4.3 LICENSEE acknowledges and agrees that, under no circumstances, LICENSOR and/or its partners or suppliers will be held liable for any and all damages, incidental, punitive, consequential, direct or indirect, or any other damages, even if directly related with omissions or actions taken by LICENSOR in the fulfillment of its obligations set forth in this instrument or its amendments. However, if a competent court of law deems LICENSOR responsible for any such damages, the indemnification amounts, on whatever ground, shall not exceed the total amount paid by LICENSEE to LICENSOR for the SOFTWARE that caused the damage during the twelve (12) months of its effect immediately before the date of the damage. LICENSEE acknowledges and agrees that under no circumstance LICENSOR will be held liable for direct or consequential damages arising out of (i) the irregular and improper use of the LICENSED SOFTWARE, including the use of SOFTWARE to violate third parties' rights, disclosure, legal or contractual violation; (ii) the temporary unavailability of use or access to the LICENSED SOFTWARE; (iii) any failure in the LICENSED SOFTWARE including, but not limited, to failure in the distribution or display of certain CLIENT CONTENT; (iv) the incorrect distribution or display of CLIENT CONTENT; (v) the leaking or undue disclosure of CLIENT CONTENT or specific data. Under no circumstance will LICENSOR guarantee or be held liable for interruptions in the access or use of the LICENSED SOFTWARE, nor can it guarantee the continuous and interruption-free access to the LICENSED SOFTWARE. This Agreement does not establish terms to fulfill the support or maintenance demands, nor does it establish agreements involving minimum service levels. 4.4 Bearing in mind that every software is subject to errors and incompatibilities, and such failures or errors may be related to specific uses or environments that had not been object of testing and that, before the actual application of any software in operational environment, it must be subject to comprehensive testing and analyses by LICENSEE, LICENSOR and LICENSEE agree and state that: (i) under no circumstance will LICENSOR be held liable for any direct or consequential loss or damage LICENSEE may suffer due to the use of the LICENSED SOFTWARE, IN PARTICULAR AS REGARDED TO ITS PARTICIPATION IN ANY BIDDING PROCESS, OR SIMILAR PROCEDURE, WHOSE PROPOSAL IS IMPAIRED, PUNISHED OR DISQUALIFIED AS A RESULT OF THE INCAPACITY OF THE LICENSED SOFTWARE TO FULFILL ONE OR MORE REQUIREMENTS, OR EVEN DUE TO THE PRESENCE OF ONE OR MORE FAILURES, INCONSISTENCIES OR INCOMPATIBILITIES; (ii) LICENSEE will be solely responsible for any previous testing, examination or essay, in order to check the exact and perfect compliance of the LICENSED SOFTWARE to one or more requirements of the bidding, or similar procedure, thus avoiding or preventing the disqualification, punishment or impairment; and that (iii) LICENSEE will be solely and exclusively responsible for any loss and damage, including consequential damage such as loss of profits that may arise out of the failure, inconsistency or incompatibility of the LICENSED SOFTWARE during its use due to or in the course of such bidding, or similar procedures. LICENSOR, IN THE LARGEST EXTENT PERMITTED BY LAW, IS HEREBY EXEMPT FROM ANY AND ALL RESPONSIBILITY REGARDING THE USE OR APPLICATION OF THE LICENSED SOFTWARE JOINTLY OR INTEGRATED TO ANY PROPOSAL SUBMITTED IN SUCH BIDDING PROCEEDING OR PROCESSES OR THE LIKE. LICENSEE DECLARES ITS EXPRESS AWARENESS AND APPROVAL IN RELATION TO SUCH DISCLAIMER, WITH PRIOR AND EXPLICIT WAIVER OF ANY RIGHT OR CAPACITY THAT MAY BE GRANTED BY THE LAW OTHERWISE. THE PARTIES ALSO DECLARE THAT SUCH LIMITATION OF LIABILITY CONSTITUTES AN ESSENTIAL CONDITION TO THE EXECUTION OF THIS LEGAL BUSINESS, WHICH WOULD NOT BE COMPLETED WITHOUT IT, AND THAT SUCH CONDITION IS ALSO REFLECTED IN THE COMPENSATION AMOUNTS AGREED UPON. In any case, LICENSEE's responsibility will always be limited to the total amount paid by the LICENSED SOFTWARE license(s) during the twelve (12) months of its term immediately before the damage date. 4.5 LICENSOR shall make its best efforts to prevent the LICENSED SOFTWARE from suffering attacks, invasions and other malicious acts by third parties that may result in the illicit copy, change or disclosure of the CLIENT CONTENT and the END USER CONTENT. However, bearing in mind that the data protection mechanisms are breakable, LICENSOR may not be held responsible, in any grounds whatsoever, in case third parties obtain undue or illicit access to CLIENT CONTENT, to END USER CONTENT or to LICENSED SOFTWARE. 4.6 LICENSOR shall hold LICENSEE harmless of any action or allegation of violation of third parties' rights arising out of this Agreement regarding the LICENSED SOFTWARE, provided that: (i) LICENSEE has paid all its obligations under this Agreement, and it is in effect; (ii) LICENSEE provides all information required for the judicial and/or administrative defense; (iii) LICENSEE has not performed any act or omission that impairs it or is proven to be incompatible with such defense; (iv) the defense is solely about the LICENSED SOFTWARE, without including any third party module or component, and without keeping any relationship with other software used by LICENSEE, even when in conjunction with the LICENSED SOFTWARE 4.7 In the event of bankruptcy or liquidation of LICENSOR, this License shall become perpetual, and LICENSEE shall receive a copy of the source code of all LICENSED SOFTWARE, exclusively for the purpose of fixing any malfunctions (bugs). LICENSEE, however, shall not become proprietor of LICENSED SOFTWARE, and shall not have the right to transfer this license to any third parties. This right shall not apply in case LICENSOR, upon its bankruptcy or liquidation, is replaced by another company that undertakes its activities and continues to exploit the LICENSED SOFTWARE commercially, in which case this license shall continue in regular effect. 5. LICENSEE'S OBLIGATIONS: 5.1 To refrain from making this LICENSED SOFTWARE object of reproduction or transmission by any manner or means whatsoever, either electronic or mechanical, for any purpose that is not provided for in this instrument, without explicit written consent by LICENSOR; 5.2 Not to sub-license the LICENSED SOFTWARE to other users, except as permitted pursuant to this AGREEMENT; 5.3 Not to violate LICENSOR's rights through: a) the reproduction of computer software, by any means whatsoever, in whole or in part, for commercial purposes; b) sales, exhibit for sale, lease, purchase, concealment or deposit, for commercialization purposes, including by providing services using the SaaS (Software as a Service) method, or as a provider of any other service related to the product, including consultancy, marketing, training or similar services; c) reverse engineering, decompiling, or decomposition; d) change, adaptation, alteration, translation, creation of derived work, change of files' default formats, access or change of source code, except as permitted for setup of the LICENSED SOFTWARE; e) use of the SOFTWARE to create, improve or design other computer software or related products that may compete with LICENSOR; f) any other action or omission that may violate Licensor's rights or the applicable law. 5.3.1 The performance of any of such acts will entitle LICENSOR to terminate this agreement, regardless of any prior notice, and to take any applicable judicial actions. This LICENSE must be construed on a restricted basis, and any and all rights that were not explicitly granted must be regarded as reserved by LICENSOR. 5.4 To comply, in a timely manner, with all obligations agreed upon in this instrument, particularly those regarding LICENSOR's compensation. 5.5 To allow unlimited access from LICENSOR, upon request given twenty-four (24) hours beforehand, to CLIENT CONTENT and data stored, as well as to all operational environments where the LICENSED SOFTWARE is installed and its setup, in order to make sure the LICENSED SOFTWARE is being used within the conditions provided herein. 5.6 To refrain from transmitting any CLIENT CONTENT or END USERS CONTENT that is illicit in the jurisdiction where it is distributed or used, which condones crime, stimulates or promotes racial, sexual, religious discrimination or against minorities, offenses against morality and decency, health or public safety or event those that violates third parties' rights, in particular, but not limited, to intellectual property rights. LICENSOR reserves the right to immediately suspend or interrupt the distribution of any content that violates or allegedly violates, at LICENSOR's discretion, the obligations provided herein, and LICENSEE shall not be entitled to any indemnification or compensation whatsoever. 5.7 To be responsible for any and all content made available using the LICENSED SOFTWARE, either CLIENT CONTENT or END USER CONTEN, including in relation with the acquisition of all licenses or authorizations of intellectual property rights of contents which are not of its direct ownership, being LICENSOR exempt and held harmless from any action or proceeding based on the violation or alleged violation of third parties' rights. 5.8 To be responsible for the safekeeping and secrecy of the passwords to the LICENSED SOFTWARE with the explicit obligation not to disclose or allow third parties to use such passwords for undue access or to violate the terms of this Agreement. The passwords are personal and non-transferable, and LICENSEE will be solely held liable for any and all damage arising out of their use, including by third parties. 5.9 To be responsible for the safekeeping and secrecy of the passwords to the LICENSED SOFTWARE with the explicit obligation not to disclose or allow third parties to use such passwords for undue access or to violate the terms of this Agreement. The passwords are personal and non-transferable, and LICENSEE will be solely held liable for any and all damage arising out of their use, including by third parties. 5.10 To be responsible for the correct operation, safety, compatibility and compliance of any and all source code or other programmed elements created by LICENSEE or by third parties hired by the former and eventually introduced in the LICENSED SOFTWARE environments or in any CLIENT CONTENT, as well as for the required and correct intellectual property rights levied upon such elements, being LICENSOR exempt and held harmless from any action or proceeding based on the violation or alleged violation of third parties' rights 5.11 To allow LICENSOR to mention the existence of this Agreement and its Parties for the purposes of advertising its services. 9 FINAL PROVISIONS: 9.1 This Agreement is subject to the copyright laws and treaties on intellectual property in force in this country. 9.2 LUMIS reserves all rights not specified in this agreement. 9.3 This contract does not permit the LICENSEE the right to transfer this license to any third parties. 9.4 This Agreement is entered into between the Parties, which explicitly agree to the terms set forth herein, mutually binding upon the rights and obligations deriving from it, as well as its eventual successor on any grounds. 9.5 The Parties hereby undertake their explicit secrecy commitment as regarded to confidential information owned by the other Party that they receive or may become aware of during the performance of this Agreement; such information may be any information clearly marked or listed as confidential or even, due to its nature and alleged use, regarded as confidential. The Parties hereby declare full knowledge that all information or documents in any medium or format, of financial, technical, business, administrative nature or any other nature whatsoever, directly or indirectly related to the activities of the other Party, its branches, subsidiaries, parent or controlled companies, or even its partners, clients, contracting parties and associates shall, except as agreed otherwise, be subject to this secrecy commitment. Confidential Information will not include information that: (i) was rightfully in the public domain prior to receiving such information, or (ii) becomes publicly available without breach of this Agreement, or (iii) becomes known to the receiving party after rightful disclosure from a third party not under an obligation of confidentiality; or (iv) was disclosed to the extent necessary to comply with a lawful court order or government regulation. This confidentiality clause will remain in effect after the termination of this Agreement for five (5) (five years). 9.6 The LICENSEE grants LUMIS permission to announce the use of the LICENSED SOFTWARE by the LICENSEE in any media.