Terms and Conditions of Use

1. Purpose and Acceptance of Terms

These Terms and Conditions govern the access, installation, execution, and use of the risk management platform RiskOS (hereinafter, "The System"). Entering, registering, or using The System by the client and its authorized users implies full, express, and unreserved acceptance of all provisions set forth herein.

Since the provision of this software is carried out under a corporate contracting model, these terms may be modified, substituted, or supplemented through particular agreements, technical annexes, or specific contracts executed in writing between The Company and the Client. In the event of any discrepancy or conflict between the provisions of these General Terms and any main contract duly signed by the parties, what is agreed upon in said specific contract shall prevail with binding character.

2. Ownership and Intellectual Property

The System is the exclusive property of Inversiones Logics Studio 828 C.A., a commercial company duly organized under the laws of the Bolivarian Republic of Venezuela, holder of RIF J-403735611 (hereinafter, "The Company").

All intellectual and industrial property rights associated with RiskOS—including, but not limited to: object code, source code, graphical interfaces, trademarks, logos, database structures, analytical risk methodologies, and technical documentation—are protected by national and international copyright and industrial property laws. The reproduction, reverse engineering, decompilation, or unauthorized exploitation of The System is strictly prohibited.

3. Grant of License and Expiration Status

Subject to compliance with the economic and contractual terms agreed upon, The Company grants the client a software license of use with the following characteristics:

• Limited and temporary nature: Valid only for the period stipulated in the commercial agreement or the corresponding purchase order.
• Non-exclusive and non-transferable: Restricted to the client's internal use, without the right to sublicense, assign, rent, or transfer the software to third parties under any title.
• Read-Only Continuity post-expiration (Inquiry Mode): In the event that the license's validity period expires without being renewed, The System will automatically restrict operational functions related to uploading, modifying, importing, or processing new daily data. Nevertheless, the client will retain indefinite access to the platform in historical inquiry mode, allowing them to view, analyze, and export data and reports that had already been loaded prior to the expiration.

3.1. Source Code Access Benefit upon Tenure (Source Available Model after 5 Years)

As an incentive for operational loyalty and business continuity assurance for The Client, The Company will grant access to the source code of RiskOS under the Source Available model upon completing five (5) consecutive years of uninterrupted service, subject to the following rules and conditions:

• Eligibility Condition: To activate this right, The Client must record five (5) consecutive and active subscription years, remaining up to date with all payment obligations and without any contractual breaches.
• Scope of Code Access: Access to the source code does not constitute a sale of copyright nor the release of The System as Free or Open Source Software. All intellectual property rights of RiskOS shall remain entirely owned by Inversiones Logics Studio 828 C.A.
• Strictly Internal Use: The Client is authorized to inspect, audit, perform security assessments, or modify the source code solely to guarantee operational continuity within its own organization and on authorized infrastructure.
• Absolute Commercialization Prohibition: The Client is strictly prohibited from redistributing, selling, leasing, sublicensing, publishing in public repositories, or making the source code (or derivative works) available to third parties.
• Disclaimer of Support and Warranty on Modifications: If The Client alters or modifies the source code independently, The Company shall be released from all liability regarding performance guarantees, standard technical support, and the automatic deployment of future updates for the modified version. Any assistance regarding client-modified versions will require a separate technical service agreement.
• Duty of Confidentiality: The delivered source code shall indefinitely maintain its classification as a Trade Secret and Confidential Information of The Company.
• Special Preparation and Technology Transfer Fee: The delivery or granting of access to the source code shall be subject to the prior payment of a one-time special fee for security auditing, packaging, technical documentation, and knowledge transfer. Said fee shall be calculated according to the Client's status at the time of the request:
  • For New Implementations: An amount equivalent to 20% of the initial implementation value or three (3) annual recurring license fees, whichever is higher.
  • For Upgraded or Migrated Clients: An amount equivalent to four (4) annual recurring license fees in effect at the time of the request.

4. User Obligations and Responsibilities

The client shall guarantee that every authorized user under its account strictly commits to:

• Using The System exclusively for the lawful corporate purposes and risk management tasks for which it was designed.
• Preserving the absolute confidentiality of individual access credentials, the client being solely responsible for all actions executed under its user accounts.
• Refraining from executing vulnerability tests, malicious code injections, or any action intended to compromise the security, integrity, or availability of The System.
• Immediately notifying The Company, through support channels, of any technical anomaly, security incident, or irregularity detected in the platform.

5. Limitation of Analytical and Technical Liability

RiskOS is an advanced technological tool oriented towards supporting analytical analysis and risk management. Consequently:

• Business Responsibility: All strategic, commercial, operational, or financial decisions taken based on data, matrices, or reports generated by The System are the sole responsibility and account of the client. The Company does not guarantee commercial results nor is it liable for financial losses derived from said decisions.
• Exclusion of External Factors: The Company shall not be responsible for malfunctions of The System originating from network connectivity issues, deficiencies or incompatibilities in the client's technological infrastructure, local server crashes, erroneous manipulation of databases, or events of acts of God or force majeure.

6. Updates and Technical Maintenance

The Company will periodically perform the maintenance, optimization, and bug fixing tasks necessary for the correct performance of The System. The deployment of standard updates and security patches will be carried out in accordance with the service level agreements (SLA) stipulated in the commercial contract.

Any remote assistance or technical support requiring access to information from the client's environment will be executed upon explicit demand, strictly respecting active confidentiality agreements.

7. Confidentiality and Data Protection

The parties agree that the processing of technical data required for license activation or support will be carried out under strict corporate security and confidentiality standards. In accordance with our Privacy Policy, The Company does not store, centralize, or transfer operational or strategic business information belonging to the client, guaranteeing data sovereignty within the infrastructure assigned by the client.

8. Modifications to the Terms and Conditions

The Company reserves the right to modify, update, or supplement these Terms and Conditions at any time, in order to adapt them to technical improvements of the software, new versions, regulatory changes, or cloud service modalities. Any substantial modification will be notified to the client at least thirty (30) days prior to its entry into force, through support channels or via notices inside The System.

Continued use of The System after the modifications enter into force shall constitute full acceptance of the new terms. If the client does not agree with the proposed changes, it shall retain the right to terminate the use of the platform in accordance with the resolution conditions stipulated in the main contract.

9. Suspension and Restriction of the License

The full validity of the functional features within these Terms and Conditions is tied to the duration of the commercial contract. In the absence of an economic renewal at the end of the contracted period, the data upload restriction described in Section 3 will apply, without this implying a loss of historical data access for the client.

Notwithstanding the foregoing, The Company may completely and immediately suspend access to The System (including the inquiry mode) in the following cases of force majeure: (a) Serious violation of intellectual property rights described in Section 2, or (b) Misuse, malicious manipulation, or alteration of the platform's source code that puts the software's stability at risk.

10. Applicable Legislation and Competent Jurisdiction

For the interpretation, compliance, and resolution of any controversy derived from these Terms and Conditions, the parties expressly submit to the applicable laws of the Bolivarian Republic of Venezuela. Exclusive and excluding domicile is established before the competent courts of the city of Caracas, Capital District.