This Software as a Service (SaaS) agreement (“Agreement”) represents: (a) the necessary conditions for you (“Licensee”) to benefit from the services provided by OPTIMAL TECNOLOGIAS E GESTAO LTDA., a private legal entity registered with CNPJ/MF under number 47.187.014/0001-20, headquartered in Campinas/SP, at Rua Emílio Ribas, No. 805, Room 14 (“Optimal” or “Licensor”), through the licensing of the software (computer program) called Optimal Formulamix (“Formulamix,” “Platform,” or “Software”), exclusively owned by Optimal – available on the website optimal.com.br (“Site”) – comprising the computer program itself and may include associated physical media, as well as any printed and/or online or electronic documentation; and (b) your expression of will, as Licensee, to contract the license to use Formulamix Software as a service, in the manner specified below.

This means that, by using Formulamix Software either experimentally (for testing purposes) or definitively (by contracting the service), Licensee spontaneously agrees to and binds themselves to the conditions, deadlines, specifications, obligations, burdens, and responsibilities set forth in this Agreement, and, like Optimal, must observe and ensure its full compliance.

Therefore, if Licensee disagrees with the content of this Agreement (in whole or in part), they must immediately cease the use of Formulamix.

In this context, Licensee declares:

– They have read, understood, and fully and spontaneously accepted the content of this Agreement, as well as the rights, obligations, and responsibilities arising from it, acknowledging that the Agreement constitutes the entire agreement between Licensor and Licensee.

– They have read, understood, and fully and spontaneously accepted the content of the Privacy Policy available at the link https://optimal.com.br/en/privacy-policy, as well as the rights, obligations, and responsibilities arising from it, consenting freely, spontaneously, and expressly to the actions of collection, use, storage, and treatment in general of the information and personal data covered by the aforementioned Privacy Policy.

– They are aware that the operations underlying their actions/behavior on the Optimal website, such as but not limited to the acceptance and/or termination of this Agreement, will be recorded in Optimal’s databases, along with the date and time they were carried out by the Licensee. Such information may be used as evidence by the signing parties of this Agreement, regardless of any other formality.

– They are aware that, in any case, they must strictly comply with Brazilian legislation, especially regarding their tax, fiscal, labor, and social security obligations, whether of a principal or ancillary nature, as well as comply with applicable data protection regulation and any other regulations. Licensee understands that the service offered by Formulamix Software constitutes an obligation of means and not of results, and it is essential for the Licensee’s good experience that correct information and configurations in accordance with Optimal’s guidance and recommendations are input into the Software, always observing current legislation.

– They are aware that the use of the Software as a service, the subject of this Agreement, will be governed by the rules of the Civil Code and relevant statutory law, including Law No. 9,609/1998, which regulates the ownership and trade of computer programs in Brazil.

– They are aware that the proper use and utilization of the Software require implementation, support, maintenance, and user training.

With this awareness, Licensee voluntarily commits to observe and comply with the following.

1. OBJECT

1.1. Pursuant to this Agreement, Optimal will provide Licensee with the services embodied in the functionalities of Formulamix – essentially aimed at calculation, optimization, and management of formulas for a predetermined production objective – through the licensing of Software use (“Services”).

1.2. The hiring of Services will be done through the Optimal website, in a provisional and free format (“Trial”) or in a definitive and paid format (“Plan”), and the conditions for each format are detailed on the website, namely https://optimal.com.br/en/plans-prices.

1.2.1. There are two Plans available for hiring in the definitive and paid format: the “Growth Plan” and the “Pro Plan,” whose characteristics and conditions are detailed on the Optimal website, namely https://optimal.com.br/en/plans-prices.

1.2.2. When choosing the desired Plan, Licensee must also select the Software usage mode, which can be Optimal cloud or self-managed/on-premises by Licensee (“Usage Mode”). This option will define how Optimal will implement the Software, as well as the initial configuration of the Platform.

1.2.3. After hiring the Plan, the Licensor may, in order to enhance the Software, incorporate or remove features or resources from Formulamix. When incorporating new features into the Software, Optimal may adjust the value of the corresponding remuneration originally contracted and/or create new Plans, according to prices and conditions detailed on the Optimal website, namely https://optimal.com.br/en/plans-prices. If this occurs, the Licensee will be notified.

1.3. To contract the Services, Licensee must fill out an electronic registration on the Optimal website, according to the Privacy Policy, in which they will choose the format of the contract (Trial or Plan) and, if applicable, the desired Usage Mode.

1.4. If Licensee opts for the self-managed infrastructure Usage Mode (“On-Premise”), Licensee must contract initial implementation services, which include the initial and personalized configuration of the Software, with a scope to be negotiated with Optimal for each contract.

1.5. In addition to hiring Plans, Licensee may hire Implementation services, which include training on the use and configuration of the System, with a scope to be negotiated with Optimal for each contract.

1.5.1. When hiring any Plan in the cloud Usage Mode, Optimal will offer Licensee a single free training session for Software use, through an exposition conducted by a technician designated by Optimal (“Free Training”).

1.5.1.1. The Free Training must be activated by the Licensee within the first 90 (ninety) calendar days of the Plan’s validity, under penalty of definitively losing the right to Free Training.

1.5.2. If the Implementation Service is not used in its entirety, there will be no refund of amounts paid, nor any kind of future credit granted.

1.6. Optimal will provide Licensee (and end users of the Software) with professional technical support services for the use of Formulamix, to solve doubts related to the operation of the Platform (“Support”).

1.6.1. Support can be activated through the channels listed below, available from Monday to Friday, from 8 a.m. to 6 p.m., except holidays (“Support”):

(i) WhatsApp +19 9 9797 4003

(ii) Email [email protected]

1.7. Formulamix is a system exclusively focused on optimizing formulations and aims to assist Licensee in implementing improvements in the practices and processes of managing formulations for minimum cost and historical solutions of the Licensee’s company. However, Optimal does not guarantee the achievement of any specific economic or business result simply by using the Software. The provision of Services constitutes an obligation of means and not of results.

1.7.1. The registration and input of data/information necessary for the calculations and formulas presented by the Software are solely the responsibility of the Licensee, who will be solely responsible for the correctness and accuracy of the data/information entered into Formulamix.

2. OBLIGATIONS OF THE PARTIES AND WARRANTIES

2.1. In addition to the obligations already stipulated in this Agreement, the Licensee undertakes to:

– Strictly adhere to the Payment Policy available at https://optimal.com.br/en/payment-policy-formulamix;

– Observe the instructions and guidelines for the use of the Software, as presented by Optimal in this Agreement and/or in any other format;

– Promptly inform Optimal of any leaks and/or incidents of any nature with personal data, whether related to the use of the Software or not, that may compromise and/or affect, directly or indirectly, the provision of Services and/or Optimal’s assets.

2.2. Optimal guarantees Licensee that Formulamix will function regularly, provided that the conditions of use defined in this Agreement are respected. In the event of Software failures (“Bugs”), Optimal is obligated to correct them, and, at its sole discretion, may replace copies of Software with Bugs with corrected copies.

2.3. For the Optimal cloud Usage Mode, Optimal will make commercially reasonable efforts to make the Software available, at a minimum, 99% (ninety-nine percent) during each Service Year (as defined below) (“Service Level Commitment”). In the event that Optimal does not meet the Service Level Commitment, the Licensee has the right to receive the corresponding credit of 1 (one) month of remuneration or 1/12 (one twelfth) (for annual Plans), as outlined on the Optimal website (https://optimal.com.br/en/payment-policy-formulamix/) (“Service Credit”).

2.3.1. “Service Year” is defined as the preceding 365 (three hundred and sixty-five) days before the date of a claim related to the Service Level Commitment. Thus, if the Licensee is using the Software for a period of less than 365 (three hundred and sixty-five) days, the corresponding Service Year will still be considered as the preceding 365 (three hundred and sixty-five) days; however, the days before the use of Services will be considered as 100% (one hundred percent) availability. Operational downtime periods that occur before a successful claim for Service Credit cannot be used for future claims.

2.3.2. The Service Level Commitment does not apply if the unavailability results from:

– Interruption of power supply or emergency downtime not exceeding 2 (two) hours or occurring between 12 a.m. and 6 a.m. (Brasília time);

– Factors beyond the reasonable control of Optimal, including force majeure or Internet access and related issues;

– Acts or omissions of the Licensee, third parties, or third-party applications;

– Equipment, software, or other technologies used by the Licensee that prevent regular access to the Software;

– Failures of individual instances not attributable to Licensee unavailability;

– Network management practices that may affect its quality.

2.3.3. The Service Level Commitment is conditioned on the correct and accurate entry of data/information into the Software by the Licensee and/or persons designated by them, and the correct installation and operation of the Software on a hardware platform of proper origin and within the minimum configuration required by Optimal.

2.3.3.1. The Service Level Commitment does not cover failures resulting from Software incompatibility with the computer’s operating system or browser on which the Software is installed, nor failures, errors, damages, and/or losses arising from the natural obsolescence of the Software, nor from the incorrect and/or inaccurate information and data entered into the Software by you, or from acts of third parties performed through negligence, imprudence, or lack of skill in using the Software.

2.4. In addition to the obligations already stipulated in this Agreement, Optimal is also obligated to maintain confidentiality about any and all information and/or data to which it has access due to the provision of Services, as provided in our Privacy Policy (https://optimal.com.br/en/privacy-policy/).

3. TERM OF VALIDITY AND TERMINATION

3.1. The hiring of Services, as well as the term of this Agreement:

– Will begin on the date of acceptance of the Agreement by the Licensee and will remain in effect for the term of the Plan contracted by the Licensee;

– Will be automatically renewed for equal periods;

– Will be terminated by simply interrupting the payment and/or by written communication of its intention to terminate the contract, as provided in the Payment Policy, without such conduct incurring any costs or penalties for the Parties. In this case, no amount paid by the Licensee to the Licensor will be refunded, even in the case of annual contracts.

4. PRICE AND PAYMENT

4.1. For the provision of Services, the Licensee will pay Optimal the price stipulated by the Payment Policy available on the Optimal website (https://optimal.com.br/en/payment-policy-formulamix), under the conditions also established by said Policy, depending on the Plan chosen by the Licensee.

5. SOFTWARE OWNERSHIP

5.1. The Software is the exclusive property of Optimal, and therefore, starting from the date of the execution of this Agreement, the Licensee, as well as the users of the Software and third parties linked to it in general, are prohibited from:

– Assigning, selling, leasing or securing, donating, alienating in any form or manner, or transferring the Software in any of its forms, free of charge or for consideration, temporarily or permanently, without the prior and express authorization of Optimal, as well as its manuals, training, and/or any information related to the Software;

– Modifying, updating, using as a basis for the development of other software, expanding, or altering in any way, without the prior and express agreement of Optimal, the characteristics of the Software and/or the source codes and/or code libraries related to the Software, with the understanding that any changes, at any time, that need to be made to the Software can only be made by Optimal;

– Using the Software for purposes other than those for which the Services were contracted.

6. IMMEDIATE AND AUTOMATIC INTERRUPTION OF SERVICES DUE TO DEFAULT

6.1. The contract will be automatically and immediately terminated, by operation of law, and the Services will be automatically and immediately interrupted by Optimal if the Licensee fails to pay the price stipulated in the Payment Policy and/or breaches any of the obligations set forth in this Agreement and/or its Annexes, especially but not limited to that provided in item 5.1, “b” of this Agreement, or in Brazilian legislation, or in cases of bankruptcy, concordat, and/or liquidation of any of the Parties (“Automatic Termination”).

6.1.1. The interruption of Services for any reason authorizes Optimal to prevent the Licensee’s access to the Software and obliges the Licensee to delete, remove, and/or uninstall the Software from any and all computers, machines, equipment, and/or hardware of any kind, on which the Software has been installed, together with any other materials that have been made available and/or delivered, free of any charges, encumbrances, debts, and burdens of any kind.

7. LACK OF EXCLUSIVITY

7.1. Optimal may provide the same Services to third parties through Formulamix, and may license the Software to third parties freely, at its sole discretion and as it sees fit, without the need for any expression, awareness, intervention, or agreement on the part of the Licensee for any reason.

8. PENALTIES

8.1. Except in the case of non-payment of the price (which will not generate any penalty), in all other cases of Automatic Revocation, especially but not limited to Automatic Revocation for violation of item 5.1, “b” of this Agreement, the defaulting party shall pay the innocent party the equivalent of 100% (one hundred percent) of the contracted Plan value, as a penalty (“Penalty”), without prejudice to the reimbursement of any damages of any nature, loss of profits, and consequential damages, in a single installment, by bank transfer of the amount to the current account of the innocent party, to be indicated in due course, within 10 (ten) business days from the date of receipt of the extrajudicial notice to be sent by the innocent party to the defaulting party specifically for this purpose.

8.1.1. Unauthorized reproduction or misuse of the Software by the Licensee, or any other violation of Optimal’s rights related to the License and authorizations under the Agreement, will also result in Automatic Termination and the consequent Penalty, without prejudice to the following measures to be complied with by the Licensee:

– Pay Optimal double the License fee for each unauthorized, distributed, used, and marketed access to the Software, observed the deadline and conditions of payment provided in item 8.1 of this Agreement;

– Reimburse Optimal for damages caused by violation of proprietary rights, in amounts determined by it at the time, in a suitable legal action, based on the market value of each copy of the Software, observing the deadline and conditions of payment provided in item 8.1 of this Agreement.

9. NOTIFICATIONS

9.1. Extrajudicial notifications provided for in the Agreement (“Communications”) will be made in writing and sent by email, with acknowledgment of receipt and reading, to the email address and to the individuals indicated below:

Attention: Marcia de Almeida Prado Amaral

Email: [email protected]

In copy: [email protected]

9.2. Communications delivered in accordance with the above item will be deemed received on the date of sending the email to the above-mentioned email addresses, and it is the responsibility of the Parties to update such information whenever necessary.

9.3. Communications and notifications to the Licensee resulting from the hiring of Services will be made by Optimal through the channels and data provided by the Licensee in their registration at the time of hiring.

9.3.1. Due to the provisions of item 9.3 of this Agreement, the Licensee undertakes to keep its registration data with Optimal always updated and valid, in order to allow any notifications and communications resulting from the hiring of Services to occur efficiently and validly, for which reason communications sent by Optimal to the addresses and other channels registered by the Licensee in the Optimal database will be considered delivered.

10. THIRD-PARTY PROCESSORS

10.1. Optimal shares information related to our users with selected third parties that provide a variety of services supporting the delivery of the Services (“Third-Party Processors”). These Third-Party Processors range from technical infrastructure providers to customer service and authentication tools. Optimal ensures that the information management performed on its behalf by Third-Party Processors will be done in accordance with this Agreement, the Privacy Policy, and the legislation protecting personal data in Brazil.

10.2. Third-Party Processors may be located or process Licensee information outside of Brazil. In cases where the use of Third-Party Processors by Optimal involves the international transfer of personal data, Optimal will take the necessary measures to ensure that personal data is properly protected.

10.3. Types of Third-Party Processors with whom Optimal may share personal data include:

(i) Payment processors engaged by Optimal to securely store or manage payment information, such as credit or debit card details;

(ii) Email management providers and distribution tools, which may be engaged if the Licensee chooses to receive email notifications of released samples, for example, or other systemic messages for the correct use of the Software;

(iii) Security and fraud prevention service providers engaged by Optimal to identify automated software agents that may harm the Services or to prevent the misuse of its APIs;

(iv) Software platform providers that assist Optimal in communication or customer service management;

(v) Online cloud storage service providers and other essential IT services.

11. GENERAL PROVISIONS

11.1. This Agreement binds the Licensee and its successors in any capacity, but they are prohibited from transferring the rights and obligations agreed upon in this Agreement.

11.2. At any time, without prior notice, Optimal may designate an employee, representative, or legally constituted professional to audit the use of the Software to verify compliance with the provisions established in this Agreement.

11.3. All rights provided in this Agreement and in the current legislation are cumulative and optional, and the non-exercise of any of them will not prevent the signatory parties of this Agreement from exercising them at any time, even after its termination.

11.4. The tolerance or omission of the signatory parties of this Agreement regarding the non-compliance with the deadlines and obligations therein will not be considered a waiver of the rights stipulated herein, nor forgiveness or contractual novation. The tolerant party may demand from the other party the full compliance with each of the stipulations of this Agreement.

11.5. The eventual invalidity, nullity, or unenforceability of any clause or provision of this Agreement will not affect the others, which will remain valid and enforceable.

11.6. The advance fulfillment by the signatory parties of this Agreement of any obligation therein will not entail the early fulfillment of the other party’s obligations.

11.7. In case of discrepancy between the content of the Agreement and its Annexes and other related documents, what is determined in this Agreement will prevail.

11.8. This Agreement may be periodically amended at the sole discretion of Optimal. However, Optimal guarantees that such occasional changes will not reduce the rights of the Licensee without its consent. Optimal will always indicate the dates of changes on its website and permanently provide old versions of this Agreement. If the changes are significant, Optimal will highlight a notice on its website and send notification to the Licensee via email, all to give publicity and visibility to said changes.

11.9. Any conflict arising from the interpretation of the Agreement or related to the provision of the Services will be resolved in the forum of the District of Campinas, State of São Paulo, Brazil.