*Applicable to TD SYNNEX Entities listed in Exhibit I (“TD SYNNEX”)

1)  INVOICING CONDITIONS:

In the event the business is carried out in US dollars (USD), TD SYNNEX may authorize payment of the price in local currency. For such purposes and unless otherwise agreed by the parties, all amounts in US dollars will be converted into the local currency of the country, according to the US dollar exchange rate calculated on the day prior to the respective billing. For the aforementioned conversion, the exchange rate (sale) established by the local Central Bank corresponding to the day prior to the billing date must be used. Equipment will be invoiced on the date of shipment of the goods by TD SYNNEX to the customer. Services and Licenses will be invoiced at the agreed date, according to TD SYNNEX’s quote and confirmation of the purchase order.

2) PAYMENT TERMS:

The existence of any type of arrangement or contractual relationship between the client with third parties does not affect the payment conditions established herein. The client is obliged to keep and maintain its registration with TD SYNNEX properly updated, for purposes of instrumentalizing the respective collection. Any eventual imprecision in the registry and the eventual damages and losses resulting from this fact will not be alleged by the customer for the purpose of excluding from its obligation to make the payment agreed herein upon on the due date. For sales where payments are to be made to overseas, all taxes to be withheld/collected at the time of remittance of the respective payments shall be added to the total price of this proposal (gross up) so that TD SYNNEX is guaranteed to receive the total amount provided for in this proposal. Any payment terms other than those specified above shall be expressly stated in a new proposal submitted by TD SYNNEX and no other payment terms provided for in any other instrument shall be effective.

3) ESTIMATED DELIVERY:

The estimated delivery forecast informed in this proposal is an estimate based on historical data, considered from the date of issuance of the Purchase Order (PO) by TD SYNNEX, which will be made after analysis and confirmation that all mandatory data were informed by the reseller/end customer. The client (buying company) is aware and agrees, therefore, that delivery of the goods may occur before or after the date(s) initially foreseen in this proposal due to operational, commercial, customs, unforeseen circumstances or force majeure, including delays in the manufacture/availability of the material by the Vendor, hypotheses in which TD SYNNEX, regardless of proof or justification, will not be held responsible in any way, including with
regard to possible damages caused to the client or third parties. The generation of the PO, and not the client’s purchase order, is the starting point for counting the days estimated for the delivery of the goods, which will be updated after each movement of the product from its origin. The customer will immediately notify TD SYNNEX, within 3 days of receipt of the goods, if non apparent damage to the goods is noticed, with the exception of deliveries that reveal external and apparent damage, which must be refused immediately upon delivery by our carrier. Such notice shall be in writing and shall be reasonably detailed, stating the reasons for such rejection. Failure to give any such notice within such time shall be deemed to constitute full and unqualified acceptance of the delivery. Stock items are not reserved for this proposal and are subject to confirmation of availability at the time of acceptance of the purchase order.

Delivery of goods may be proved by any effective means, including certifications issued by the relevant Vendor.

4) SPECIFICATION OF GOODS AND GUARANTEE:

The applications, specifications, services or rights that comprise the goods purchased herein are those provided for in the respective manuals, End User License Agreement (“EULA”) and/or data sheet, the contents of which the customer hereby declares to know and accept. The list of assets presented in this proposal must be technically validated by the purchasing company, releasing TD SYNNEX from any liability for possible configuration or design errors. The client is solely responsible
for the specification of the products, software and services listed in this proposal, and TD SYNNEX shall not provide, at this time or at any time, any consulting or advisory services that may imply liability for the suitability or efficiency of the goods
purchased according to the client’s interests alone or in the context of a project. The client declares to know and accept that, except as otherwise expressly provided herein, TD SYNNEX is not liable for the execution of installation, maintenance,
warranty, assistance, support, upgrade, replacement, exchange or any type of service that comprises the goods purchased herein, the execution of which is the sole responsibility of the respective Vendor. The warranty of the goods, licenses and services is the exclusive responsibility of the respective Vendors/suppliers/providers and must be claimed before them. The warranty term, conditions, and its processing are stipulated by the policy defined by the respective Vendors/suppliers/providers for each of their products, licenses, and services, which the customer declares to know and accept. Any defects found in the performance of the contractual obligations undertaken by the Vendor of the goods shall not be considered by the customer as a reason to suspend or remove its duty to pay the price set herein.

5) PRICES AND TAXES:

Prices are valid only for the purchase of the total quantities described in this proposal. All taxes are included in the amounts shown. Customer will not deduct any amount from any TD SYNNEX invoice without TD SYNNEX’s prior express approval,
which is also subject to the provision of all supporting documentation for such deduction as required by TD SYNNEX. Prices quoted may change, even after acceptance by the customer, due to change in the rate of taxes levied thereon, creation of new
taxes or change in the Vendor’s price list, if duly evidenced. TD SYNNEX is not responsible for maintaining the same prices for new products that eventually replace products discontinued by the Vendor, leaving it to the discretion of the purchasing
company to request a new proposal with the products updated with their market price.

6) CONDITIONS OF SALE

As of the acceptance of this proposal, no alteration will be allowed in the quality and quantity of the goods being sold, which are hereby accepted, unless the parties agree in writing. The payment conditions presented are subject to credit analysis until
the moment of invoicing. TD SYNNEX will or will not extend credit to the customer in accordance with its credit policy, and may require that the purchase price be paid prior to shipment (“prepayment”). TD SYNNEX may, from time to time, without notice, change or revoke Customer’s credit limit based on changes in TD SYNNEX’s credit policies or Customer’s financial condition and/or payment record. In case of default by the client in making any payment due, there will be automatic incidence of positive monetary correction by the applicable inflation rate, default interest at the monthly rate corresponding to the TD SYNNEX Entity, indicated in the Exibit II -A (calculated on a pro-rata die basis), as well as a late payment penalty at the rate of 10% (ten percent) levied on the fifth day after the due date. These late charges will be levied on the updated outstanding balance until its effective settlement. If there is the need for judicial collection of debts, attorney’s fees will be due in the amount of 20% (twenty percent) of the total value of the debt. The client declares to be aware and authorizes that the lack of payment of any obligation will imply protest of the respective titles and information of the default to credit protection agencies. TD SYNNEX is only liable to the client for the supply described herein and within the limits and conditions set forth herein. TD SYNNEX is not liable for any contract, obligation, duty, guarantee, performance, service, promise or project of any third party. Requests from the client requesting substitution/alteration of fiscal documents can only be analyzed if formally sent, with due justification, to TD SYNNEX within 10 (ten) calendar days of the original billing and provided that they do not alter the commercial conditions of the respective transaction. Even if sent within such period, is up to TD SYNNEX discretion to accept or not to the submitted request.

7) DIRECT INVOICING

In case the invoicing is carried out directly to the respective end user, through intermediation of the customer, to whom this proposal is addressed, this (the customer, business developer) assumes the following obligations towards TD SYNNEX: a)
ensure that the end user has the full knowledge of the content of this instrument, obtaining its acceptance to all its terms and conditions; b) maintain the end user’s registration with TD SYNNEX properly filled and updated; c) answer jointly and severally before TD SYNNEX for the default of the end user, in the following cases: c.1 ) in case it does not obtain from the end user, for whom the goods are intended, the express and irrevocable acceptance of the contents of this instrument and the respective billing; c.2) in case it does not keep the end user’s registration properly updated in TD SYNNEX’s database; and c.3) in case the end user refuses to pay for the supply on account of an act or omission attributable to the customer. The non-fulfillment of any of the obligations set forth in this clause will allow TD SYNNEX to effect, regardless of prior acceptance, the compensation of the amount corresponding to the damages and losses of profit verified, including with regard to the charges (correction, interest and fine) not received due to the end user’s delay, in the payments of commissions that the client is entitled according to any business generated by him/her. The commission will be due to the client after TD SYNNEX effectively receives the adjusted values for the intermediated supply, there being no right or claim by the client before such discharge. Occurring partial payments, the commission will be due proportionally, to the extent of the partial amounts received. Unless otherwise expressly agreed, payment of commission will be made to the client, within a maximum period of (15) fifteen calendar days after TD SYNNEX effectively receives from the end user the amounts due thereto. The client shall issue the appropriate Invoices for commission or intermediation services after confirmation that TD SYNNEX has effectively received the adjusted values for the sale. In the description of the services provided in the Invoice, the commissions that make up the total amount of the Invoice must be detailed. The scheduling of the respective payment will follow the internal rules of TD SYNNEX. The calculation of commissions will always be made based on the calculation formula determined by TD SYNNEX and according to the same exchange rate used by TD SYNNEX in its billing, regardless of the exchange rate eventually used by the client in its business. The client undertakes to refund to TD SYNNEX any sales commissions wrongly paid prior to the actual receipt of the adjusted sales amounts. The client expressly authorizes the withholding and offsetting of commissions due thereto in the event of the existence of any outstanding debt owed by the client to TD SYNNEX, regardless of prior or specific consent or communication. Due to TD SYNNEX’s operational circumstances, you accept and agree that: (i) shall send to TD SYNNEX the commission invoices within a maximum period of one hundred and twenty (120) days from the execution of payments to TD SYNNEX by the respective end users, under the risk of losing the respective commission; and (ii) in the event of delay exceeding one hundred and eighty (180) days in relation to the full payment due to TD SYNNEX by the respective end users, the loss of the respective commission will occur, even if the end users effect payment of the debt after such deadline.

8) NON-CANCELLATION

After acceptance, no cancellation or withdrawal will be allowed for any reason whatsoever (including dollar variation, facts linked to the respective Vendor, among others), so that the customer must purchase and pay for all the goods in full in the
manner and time specified herein.

 9) DIRECT BILLING AUTHORIZATION

The client assigns to TD SYNNEX, in guarantee of any default, irrevocably and on a pro solving basis, the credits to its favor from the end user, received in relation to the resale of the goods acquired from TD SYNNEX. In this case, TD SYNNEX will be
able to notify the end user to instruct it to directly make the payments due by the end user to the customer directly to TD SYNNEX. Such assignment must not be interpreted as a customary billing and payment method accepted by TD SYNNEX and does not imply a waiver of the customer’s duty to pay off its debts with its own resources and on the respective due dates, regardless of receipt by the customer of any payment due by the end user. The customer’s debts with TD SYNNEX can always
be freely collected, with all their charges and surcharges, from the date of their due date. Without prejudice to the above, in the event of TD SYNNEX billing directly to the customer, in the event of default, TD SYNNEX may, in its sole discretion and
upon written notification to the customer, choose to perform the billing and respective collection directly to the end user as an interim solution until all billing and payment issues are resolved.

10) CONFIDENTIALITY AND DATA PROTECTION

The client agrees to comply with all legislation and sectorial regulations pertaining privacy and data protection, especially with the veracity, quality and security of personal data as shared between the parties by any means and for any purpose included
in this instrument or any related covenant, to safeguard the strict necessity of personal data; to maintain due transparency towards the holders of such personal data, and to assist TD SYNNEX in responding to the requests of the personal data holders. The client will keep the personal data shared hereunder safe from any incident, considered the loss of confidentiality, availability or integrity and irregular treatment of the personal data as an incident, and should notify TD SYNNEX within 24 (twenty-four) hours from the date of awareness of this occurrence, safeguarding the right of TD SYNNEX to be compensated in case of any damage resulting from the incident. Notwithstanding any provision to the contrary, the obligations of the client defined in this section, will survive as long the client continues to have access to, is in possession of, acquires or performs any operation of Personal Data Processing obtained by virtue of the contractual relationship with TD SYNNEX, even if the present agreement is no longer in force or has been terminated for any reason.

11) JURISDICTION

This Terms & Conditions will be governed and interpreted in accordance with the laws of the Territory corresponding to the TD SYNNEX Entity, listed in Exhibit II-B, without regard to its choice of law principles. In the event any legal action becomes necessary to enforce or interpret the terms of this Terms and Conditions, the Parties agree that such action will be brought in the courts sitting in the city that corresponds to the TD SYNNEX Entity, according to Exhibit II- B and that the Parties hereby
submit to the jurisdiction and venue of said court as though the dispute was between residents.

Exhibit I: TD SYNNEX Entities

“Interest Rates” means, in connection with each TD SYNNEX Entity and the respective Office Location, monthly interest rate percentage to be applied to unpaid fees, as shown down below.

Exhibit II- B: Applicable Law and Jurisdiction

“Applicable Law” y “Jurisdiction” means, in connection with each TD SYNNEX Entity’s offices location, the laws of the country and jurisdiction of the city specified in the schedule down below.