Terms of sale

Commercial, Licensing, Subscription, Service, and Hardware Terms and Conditions

Version: 1.0 Effective Date: October 26, 2026 Official Website: https://www.axzon.com.br (and https://axzon.com.br) Customer Area: https://www.axzon.com.br/en/my-account/ License Portal: https://licencas.axzon.com.br (and https://license.axzon.com.br)

These Terms of Sale are drafted in Portuguese. The English and Spanish versions are faithful translations provided for convenience. In the event of any discrepancy in interpretation between versions, the Portuguese version shall prevail, subject to the mandatory protection and disclosure rules applicable to the buyer.

Pre-contractual summary of the essential terms

In compliance with Decree No. 7,962/2013 (Arts. 2 and 4) and the Código de Defesa do Consumidor (Brazilian Consumer Protection Code) (Art. 54, § 4), we set out below a summary of the main terms and of the clauses that limit rights (highlighted in bold in the full text):

1. Supplier: AXZON TECNOLOGIA LTDA., CNPJ (Brazilian Corporate Taxpayer Registry) No. 60.495.408/0001-03, headquartered at Alameda Rio Negro, nº 503, Sala 2011, Alphaville, Barueri/SP, CEP 06454-000. In purchases processed by an authorized reseller platform (Merchant of Record, such as Paddle), that platform acts as the seller of the financial transaction (Section 6.2).
2. License to use, not a sale of ownership: the AxPLCcomm and AxUSBshare software products are licensed, not sold. Each license is valid for one computer, within the limits of the plan purchased (Sections 3 to 5).
3. Free trial before purchase: 90 days for AxPLCcomm and 30 days for AxUSBshare Server, exclusively for testing and not for production (Section 3.3).
4. Delivery and assisted recovery: electronic availability in the account within 2 business days of payment confirmation; computer replacement through the Return license function or, if the machine burns out or is lost, through assisted recovery by support (Section 5).
5. Subscriptions and optional automatic renewal: monthly, semi-annual, or annual plans. Automatic renewal is available only with a credit card, is unchecked by default (opt-in), and can be turned off at any time in the Customer Area or by email; cancellation after the withdrawal period keeps use available until the end of the cycle already paid, without a proportional (pro rata) refund (Section 8).
6. Right of withdrawal: the consumer may withdraw from an online purchase within 7 calendar days, with a full and immediate refund, even if the license has already been activated, and without any failure in the technical return holding back the refund (Section 9.1). A consumer residing outside Brazil has the same right and, if the mandatory law of their country of residence applies and provides for a longer period, will have that period (Section 9.2).
7. Warranty and technical validity: a contractual warranty of 90 days, complementary to the consumer’s statutory warranty (CDC, Arts. 26 and 50), and a technical validity period for the version of 12 months for perpetual licenses or for the entire paid term of the subscription (Section 10).
8. Industrial safety and B2B limitation of liability: the software must not be used as the sole means of protecting persons or for emergency stop (Section 13). In business relationships (B2B), liability for lost profits, production downtime, and indirect damages is excluded, and the liability cap applies: for perpetual licenses, the greater of the amount paid in the 12 months preceding the event (license and maintenance) and the price of the license itself, even after the first 12 months; for subscriptions, the amount paid in the 12 months preceding the event; for services, training, and hardware, the amount of the order, except in cases of willful misconduct (dolo), gross negligence, damage to life/physical integrity, and the consumer’s non-waivable rights (Section 14).
9. Territorial scope: the offer is not directed at the European Economic Area or the United Kingdom. The website does not block purchases made from those regions, which are governed by these Terms, subject to the applicable mandatory rules (Section 2.5).

1. Supplier identification and customer service channels

1.1. The supplier of the products and services sold directly on the Platform or through a commercial proposal is AXZON TECNOLOGIA LTDA. (trade name AXZON Technology), a sociedade empresária limitada (Brazilian limited liability business company) registered with the CNPJ under No. 60.495.408/0001-03, State Tax Registration (Inscrição Estadual) Exempt, Municipal Tax Registration (Inscrição Municipal) 4.BO982-9 (Barueri/SP), enrolled in the Simples Nacional (simplified Brazilian tax regime for small businesses), headquartered at Alameda Rio Negro, nº 503, Sala 2011, Alphaville Centro Industrial e Empresarial, Barueri/SP, CEP 06454-000, Brazil, telephone +55 (11) 95078-6367 and sales WhatsApp +55 (11) 98920-1114 (“Axzon”).

1.2. The official email customer service channels are:

• Sales, quotes, proposals, purchase orders, cancellations, and right of withdrawal: sales@axzon.com.br
• Technical support, activation, warranty, and license recovery: support@axzon.com.br
• Privacy and personal data subject rights: privacy@axzon.com.br
• General contact and complaints: contact@axzon.com.br

1.3. Axzon immediately confirms receipt of electronic requests concerning information, questions, complaints, suspension, or cancellation of contracts and responds to the buyer within a maximum of 5 calendar days (Decree No. 7,962/2013, Art. 4, sole paragraph).

2. Scope, qualification of the parties, and contractual hierarchy

2.1. Scope. These Terms of Sale govern the purchase, by customers in Brazil and abroad, through Axzon’s digital channels (website, Customer Area, License Portal, payment links, or email) or by commercial proposal, of:

• licenses for Axzon off-the-shelf software (in particular AxPLCcomm and AxUSBshare), on a perpetual or subscription basis, as well as maintenance and update renewals;
• technical and engineering services (industrial integration and automation, SCADA/HMI supervisory systems, robotics, compliance work related to NR-12 (Brazilian machinery safety standard), custom software development, energy efficiency, special machinery, monthly/annual technical support or support by Man-Hour — H/H, consulting, and training);
• supply of industrial hardware by quote.

2.2. Qualification of the parties (B2B Business Relationships and B2C Consumer Relationships). Legal entities, professionals, and individuals over 18 years of age with full legal capacity may contract. The legal qualification of the relationship derives from the law and from the purpose of the contract:

• Consumer Customer: anyone who acquires a product or service as an end recipient, under Art. 2 of the Código de Defesa do Consumidor (Law No. 8,078/1990 — “CDC”), or who is treated as such under Brazilian law. Consumers are fully assured all non-waivable rights under the CDC and Decree No. 7,962/2013.
• Business Customer (B2B): a legal entity or professional that acquires the industrial communication software, engineering services, or equipment as an input, tool, or component of its own productive, industrial, or commercial activity, outside the scope of the CDC, to which the Código Civil (Brazilian Civil Code) (in particular Art. 421-A) and the Software Law (Law No. 9,609/1998) apply.

2.3. Hierarchy. The contract comprises the accepted offer summary or proposal, the product’s Software License Agreement (EULA), these Terms of Sale, the Terms of Use, and the Privacy Policy. In the event of conflict:

1. the signed or accepted commercial proposal, quote, or specific contract prevails on the points it expressly governs;
2. the EULA of each software product prevails as to the rights, technical limits, and restrictions on use of the computer program;
3. these Terms of Sale prevail as to the commercial terms (price, payment, delivery, subscriptions, renewal, technical validity period, commercial warranties, and right of withdrawal);
4. the Terms of Use apply on a supplementary basis as to the account and browsing.

In any case, mandatory legal rules and the condition most favorable to the consumer prevail when the relationship is a consumer relationship.

2.4. Contract formation. Before completing an online purchase or accepting a proposal, the customer has access to a clear summary of the order containing the description of the product or service, edition and technical limits, total price, currency, taxes and any additional charges, payment method, delivery time, billing frequency and cancellation rules, technical validity period, and highlighted limitation clauses, and may review and correct their details before confirmation. Once the contract is concluded, Axzon sends an immediate email confirmation with access to the accepted version of these Terms in a format that allows it to be saved and reproduced. Commercial proposals without an expressly stated specific period are valid for 15 calendar days.

2.5. Territorial scope of the offer.

• Axzon is established in Brazil. Prices are shown in Brazilian Reais for customers in Brazil and in United States Dollars for customers with an address abroad (Section 6).
• Axzon does not direct its offer, its advertising, or its commercial activity at the European Economic Area (European Union, Iceland, Liechtenstein, and Norway) or the United Kingdom.
• The website can be accessed from any country and does not block purchases. Anyone in those regions may contract under the terms of these Terms and of the order, under Brazilian law and the venue set out in Section 16.3, to the extent permitted by law.
• This section does not reduce any right provided for in these Terms, nor does it set aside the mandatory consumer protection and data protection rules, the rights of the personal data subject, or the tax obligations that the law makes applicable (Sections 9.2 and 16.3; Privacy Policy, Section 11.1).
• If it begins to direct its offer at those regions, Axzon will amend this section and publish the required information before doing so.

3. Licensing of off-the-shelf software and free trials

3.1. License, not a sale of intellectual property. Axzon’s computer programs are licensed for use, and not sold as to their ownership (Law No. 9,609/1998, Art. 9). Axzon retains all copyright and intellectual property rights in the source code, object code, architecture, and documentation.

3.2. License types:

• Perpetual License: grants the right to use the purchased version and edition for an indefinite term, on the activated computer, within the contracted limits (protocols, addresses/tags, devices, and connections). It includes 12 months of maintenance, complementary technical support, and updates to new versions of the same edition released during that period. After the first 12 months, renewal of annual maintenance is optional: if the customer chooses not to renew, the perpetual license continues to work normally on the purchased version, and only the right to new versions and to maintenance support ceases after the technical validity period ends.
• Subscription License: grants the right to use the software during the contracted and paid period (monthly, semi-annual, or annual), including technical support and updates during the term. When the period ends without renewal, the software switches to the limited mode described in the manual until there is a new activation or renewal.

3.3. Free trial for prior qualification. Before purchasing, the customer may download and test Axzon’s software free of charge:

• AxPLCcomm: free trial for 90 days, limited to up to 5 addresses in use and 1 connection per protocol;
• AxUSBshare: free trial of the Server for 30 days, limited to 1 device and 1 connection (the AxUSBshare Client is free of charge).

The free trial is intended exclusively for bench testing and prior technical qualification, and its use in an industrial production environment is prohibited. The free trial does not generate any automatic charge at the end of the period. For business customers (B2B), the trial period serves the purpose of full verification of compatibility and performance before the purchasing decision. Testing the trial version does not remove or reduce the consumer’s statutory right of withdrawal or the statutory warranties of the paid version.

4. Supplementary software license terms

4.1. If any off-the-shelf software made available by Axzon (such as AxUSBshare) does not present a separate EULA file at the time of installation, the license terms of this Section 4 apply directly to it, together with Sections 5, 11, 13, and 14 of these Terms:

• Grant: upon payment confirmation and valid activation, Axzon grants the customer a non-exclusive, non-transferable, and non-sublicensable license to install and run the software on a single computer (physical or virtual machine) per license purchased, within the contracted limits of devices, connections, addresses, protocols, and term.
• Restrictions: except within the limits expressly permitted by Art. 6 of Law No. 9,609/1998 (such as one backup copy and the integration technically indispensable to the user’s system for exclusive use), the customer and third parties are prohibited from: (i) copying, distributing, renting, lending, sublicensing, or reselling the software or its license; (ii) decompiling, disassembling, or reverse engineering it; (iii) removing, circumventing, or defrauding the technical licensing control; or (iv) removing copyright or trademark notices.
• Third-party components: third-party libraries and components included in the installation remain governed by their own licenses, as set out in the notices file accompanying the program.

5. Electronic delivery, activation, computer replacement, and license recovery

5.1. Delivery time and method. Off-the-shelf software is delivered exclusively electronically. Once payment clearance is confirmed, the purchased license is made available in the buyer’s account in the Customer Area and in the License Portal immediately for automated payments or within a maximum of 2 business days, accompanied by a confirmation email. If the license is not made available within that period for a reason attributable to Axzon, the buyer may demand immediate performance, accept an equivalent product, or cancel the purchase with a full and immediate refund of the amounts paid.

5.2. Activation bound to the computer. Each license is valid for a single computer (physical or virtual). Activation binds the license to the technical characteristics of that computer through the program itself (Request license option) or by exchanging files (AxRequest.dat / request.dat and AxLicence.dat / license.dat) in the License Portal, making it possible to activate even industrial computers without an internet connection. Reissue requests made for the same computer, within the same purchase, do not consume a new activation. Activation requests initiated and not confirmed by the user automatically return to the balance within 24 hours.

5.3. Detection of cloning and simultaneous use. The software detects whether the same installation is in use on more than one computer and blocks new connections. If the customer believes the block was improper, they may request a human review from support (support@axzon.com.br).

5.4. Transfer between computers of the same holder. To transfer the license to another computer owned by the same holder, the customer must first carry out the license return procedure on the original computer (AxRelease.dat or Return license command), releasing the balance in the License Portal for the new activation.

5.5. Assisted recovery in the event of serious failure or loss of the computer. If the computer on which the license was activated suffers an irreversible hardware failure, casualty, theft, or loss that makes it technically impossible to generate the return file (AxRelease.dat), the customer does not lose the license:

• the customer need only contact support (support@axzon.com.br) stating the account, the affected license, and what happened, accompanied by simple and reasonable evidence (such as a maintenance service order, photographic record, technical report, or police report);
• once good faith and the absence of simultaneous use are verified, Axzon invalidates the old computer’s registration on the server and releases a new activation into the customer’s balance free of charge.

6. Prices, currencies, taxes, and international sales

6.1. Sales in Brazil (BRL). For purchases with a billing address in Brazil, prices are shown in Brazilian Reais (R$ / BRL) and already include the Brazilian taxes levied on Axzon’s revenue (a company enrolled in the Simples Nacional). Any additional charges, such as hardware shipping or travel for on-site services, are itemized before the order is confirmed.

6.2. Sales Abroad (USD). For customers with an address outside Brazil, prices are shown in United States Dollars (US$ / USD), and Section 2.5 and the following tax and foreign exchange rules apply:

• Sales processed by a reseller platform (Merchant of Record, such as Paddle or equivalent): when the checkout indicates that the transaction is operated by a Merchant of Record, that platform acts as the commercial seller on the invoice and calculates, collects, and displays at checkout the local consumption taxes (such as VAT, IVA, GST, or Sales Tax) applicable to the buyer’s country. Axzon remains the licensor of the software and technically responsible for warranty and support.
• Direct sales to consumers abroad: the price displayed before the order is confirmed corresponds to the total amount charged by Axzon. Costs charged exclusively by the buyer’s bank or card issuer (such as foreign exchange spread, international bank fees, or local financial taxes on the card) are the buyer’s responsibility toward their financial institution.
• Direct sales to business customers (B2B) abroad and withholding taxes (Gross-up): in direct business contracts in USD, prices are net of foreign taxes. The business buyer is responsible for the import or consumption taxes due in its jurisdiction (including under the self-assessment / reverse charge mechanism, and must provide its Tax ID/VAT). If the law of the business buyer’s country requires withholding tax at source (withholding tax) on the remittance to Axzon, the business buyer must add the necessary amount (gross-up) so that Axzon receives the full net amount invoiced, sending the official proof of payment to sales@axzon.com.br, except where there is a double taxation treaty that allows proven direct offsetting. International bank transfer fees (SWIFT) are borne by the business buyer.

6.3. Manifest pricing error. The published offer binds Axzon under the law (CDC, Art. 30). In the exceptional event of a gross and unequivocal material or system error (a price manifestly derisory compared to the catalog standard), Axzon will immediately notify the buyer before delivery, giving the buyer the option to complete the purchase at the correct price or cancel the order with a full and immediate refund of any amount paid.

7. Payment methods and late payment charges

7.1. Accepted methods. As made available at checkout or in the commercial proposal, Axzon accepts:

• Credit card and electronic methods: processed by specialized platforms (Mercado Pago, Stripe, Asaas, Paddle, or similar indicated at purchase). Full card details are handled exclusively by the payment platform, with no storage by Axzon;
• Pix (Brazilian instant payment system): with release after confirmation of settlement;
• Boleto bancário (Brazilian bank payment slip): with release after bank clearing;
• Bank transfer: upon sending the proof of payment to sales@axzon.com.br, with release after actual clearing in Axzon’s bank account;
• Business invoicing by Purchase Order (B2B): subject to account approval and payment terms defined in the commercial proposal sent from sales@axzon.com.br.

7.2. Installments vs. Subscription. Paying a single purchase in installments (such as a perpetual license paid in installments on a credit card) merely divides payment of the contracted price and is not to be confused with a recurring subscription.

7.3. Late payment of invoices with payment terms. Unless otherwise provided in the proposal, late payment of overdue installments or invoices subjects the outstanding amount to:

• a late payment penalty of 2%;
• monetary adjustment by the IPCA (Brazilian consumer price index);
• default interest of 1% per month (calculated pro rata die) in contracts between legal entities (B2B), or interest equivalent to the statutory rate under Art. 406 of the Código Civil when the debtor is an individual.

7.4. Tax Invoice. In direct sales made by Axzon, the Nota Fiscal de Serviços Eletrônica (NFS-e — Brazilian electronic service invoice) corresponding to the licensing or service is issued and sent to the buyer’s email within 5 business days after payment confirmation, stating the technical validity period of the version sold.

8. Subscription plans, renewal, and cancellation

8.1. Billing periods. Subscriptions may be purchased on monthly, semi-annual, or annual plans, entitling the customer to use of the software, technical support, and updates during the paid cycle.

8.2. Optional automatic renewal (credit card only):

• Option unchecked by default (Opt-in): automatic renewal is never imposed. It is activated only if the customer expressly selects the automatic renewal option at checkout or in the Customer Area, separately from accepting these Terms.
• Prior transparency: when opting for automatic renewal, the customer is clearly shown the billing frequency, the amount of the recurring charge, the scheduled date of the next renewal, and the simple cancellation procedure, and receives confirmation of these terms by email.
• Advance notices before renewal: when automatic renewal is active, Axzon will send an email notice before the charge at least 15 days in advance for semi-annual plans and 30 days in advance for annual plans. If a mandatory rule applicable to the contract requires a different interval, that interval is observed. For monthly plans, the customer receives a receipt for each monthly charge, can check the date of the next cycle in the dashboard at any time, and receives an annual reminder if the recurring billing remains active for 12 months.
• Price adjustment in future renewals: any change to the price for the following cycle will be communicated by email at least 30 days in advance, highlighting the new amount and the direct link to cancel at no cost. If this advance notice is not sent on time, the renewal may not be charged at the increased amount without the customer’s new express consent.
• How to turn off automatic renewal: the customer may disable automatic renewal at any time, online and at no cost, directly in the Customer Area (“Cancel automatic renewal” button), through the link in the notice emails, or by requesting it from sales@axzon.com.br or support@axzon.com.br up to the day before the renewal date, with no need for a phone call, justification, or retention interview.
• Card charge failure: if the recurring charge is not approved by the card issuer, Axzon will notify the customer by email, granting a period of 10 calendar days to update the payment method before the subscription is not renewed.

8.3. Plans without automatic renewal (Pix, boleto bancário, and transfer):

• For purchases paid via Pix, boleto, or bank transfer, there is no automatic renewal or charge.
• Axzon’s system sends preventive email notices before the due date (as a rule, 30, 15, and 7 days before for annual/semi-annual plans, and 15, 7, and 1 day before for monthly plans) with instructions for voluntary renewal.
• If payment for the new period is not made by the due date, the subscription license automatically expires at the end of the period already paid and the software switches to the limited mode described in the manual, with no penalty, and it may be reactivated at any time upon new payment.

8.4. Effects of cancellation on the current cycle. Because the licenses of Axzon’s software operate locally on the customer’s machine until the expiration date recorded in the license file, cancellation of the renewal or of the subscription at the customer’s initiative (after the statutory withdrawal period) stops all future charges, keeping the license and support fully active until the last day of the period already paid, without a proportional refund for the cycle in progress. The following are expressly excepted: (i) exercise of the right of withdrawal (Section 9); (ii) cancellation due to an uncured flaw or defect in the product (Section 10); and (iii) interruption or discontinuation of the plan at Axzon’s own initiative without fault on the part of the customer, in which case Axzon will refund proportionally the amount corresponding to the unused days of the paid cycle.

9. Right of withdrawal (Brazil and abroad)

9.1. Consumers in Brazil (7-day period — CDC, Art. 49, and Decree No. 7,962/2013, Art. 5):

• A buyer qualifying as a consumer who contracts through the website, License Portal, email, telephone, or WhatsApp may withdraw from the purchase, without needing to give a reason and at no cost, within 7 calendar days, counted from the conclusion of the purchase or from the actual availability of the license or service or the receipt of the hardware, whichever occurs last.
• How to exercise it: directly through the Customer Area, by replying to the order confirmation email, or by sending a message to sales@axzon.com.br or support@axzon.com.br. Axzon will send immediate confirmation of receipt of the withdrawal notice.
• Full and immediate refund: Axzon will immediately arrange the full refund of all amounts paid (with monetary adjustment where applicable), by the same payment method used for the purchase, canceling any ancillary contracts at no charge. For credit card purchases, Axzon will immediately notify the payment platform or card issuer so that the transaction is not posted to the statement or is fully reversed. For payments via Pix, boleto, or transfer, the refund is initiated immediately and is credited to the originating account according to the banking processing time (within 7 calendar days).
• License deactivation (no abusive conditions): exercise of the right of withdrawal and refund of the amount paid by the consumer do not depend on the license not having been activated or on prior generation of the technical return file (AxRelease.dat). Upon the withdrawal request, Axzon invalidates the license on the server and the consumer must stop using it immediately, uninstall the software, and, whenever possible, complete the Return license command in the product. In the purchase of physical hardware by a consumer, the return shipping is borne entirely by Axzon.

9.2. Consumers residing outside Brazil:

• A consumer residing outside Brazil may exercise the right of withdrawal under Section 9.1, within the same period of 7 calendar days and under the same conditions, including as to the full and immediate refund and to license deactivation without the refund being made conditional.
• If the mandatory law of the consumer’s country of habitual residence applies and provides for a longer period or a more favorable condition, that law prevails.
• Axzon’s offer is not directed at the European Economic Area or the United Kingdom (Section 2.5). Where, nevertheless, European or British legislation on distance contracts applies mandatorily to a consumer residing in those regions, the statutory period for withdrawal without giving reasons (right of withdrawal) is 14 calendar days counted from the conclusion of the contract (for licenses and services) or from physical receipt (for hardware), exercisable through the same channels as in Section 9.1, with immediate email confirmation and a full and immediate refund under the conditions of Section 9.1.
• In those cases, Axzon does not invoke the statutory exception that allows withdrawal to be excluded once the supply of digital content has begun: activation of the license or the impossibility of generating the return file does not condition the refund, and the deactivation rules of Section 9.1 apply.

9.3. Business Contracts (B2B):

• In business contracts outside the scope of the Código de Defesa do Consumidor, the right of withdrawal without giving reasons under Art. 49 of the CDC does not apply. The free trial periods of 90 days (AxPLCcomm) and 30 days (AxUSBshare) are provided precisely so that the company can carry out all qualification tests before issuing the purchase order, with the functional warranties of Section 10 remaining fully assured.

10. Statutory and contractual warranties and technical validity period

10.1. 90-day contractual warranty (EULA, Section 6) and the consumer’s statutory warranty (CDC, Arts. 26, II, and 50):

• Contractual warranty: Axzon warrants, for a period of 90 calendar days counted from the availability of the paid license, that the software operates substantially in accordance with the specifications of the respective technical manual. During that period, Axzon will correct at no cost any proven material conformity failure or, if correction is not possible within a reasonable time, will replace the license or refund the amount paid in full.
• Complementarity of the statutory warranty for consumers: in consumer relationships, the contractual warranty is complementary to the 90-day statutory warranty provided for in Art. 26, II, of the Código de Defesa do Consumidor (CDC, Art. 50), and does not replace or reduce it. In the case of a latent defect (vício oculto), the statutory period begins at the moment the defect becomes evident (CDC, Art. 26, § 3). If the defect is not cured within the statutory period of 30 days, the consumer may freely choose between replacement of the license, immediate refund of the amount paid with monetary adjustment, or a proportional price reduction (CDC, Art. 18, § 1).

10.2. Technical validity period of the version sold (Law No. 9,609/1998, Arts. 7 and 8):

• In compliance with Arts. 7 and 8 of Law No. 9,609/1998, the technical validity period of the version of Axzon’s software sold is defined according to the type contracted:
  • for Perpetual Licenses: 12 (twelve) months counted from the availability of the paid license to the customer (or the contracted maintenance and update period, if longer);
  • for Subscription Licenses (monthly, semi-annual, or annual): the entire term of the paid subscription (and of each cycle actually renewed);
  • for Custom-developed Software: the period set in the commercial proposal or, if the proposal is silent, 12 (twelve) months counted from final delivery.
• During the respective technical validity period, Axzon ensures, at no additional labor cost, the provision of complementary technical services relating to the proper operation of the program in accordance with its specifications documented in the manual (installation/activation guidance and correction of conformity failures), an obligation that subsists for the remaining contracted period even if the version is no longer sold to new customers.
• The technical validity of a version does not extend the duration of an expired and non-renewed subscription (Section 8.4) and is not to be confused with an obligation to develop new functions not contracted, to adapt the program to operating systems released after the end of maintenance, or to provide field engineering consulting.

10.3. Technical warranty exclusions. The warranty does not cover failures resulting from: (i) use of the software outside the minimum system requirements or contrary to the technical manual; (ii) electrical, hardware, local network, or third-party controller/equipment defects; (iii) unauthorized modifications made by the customer or by third parties; or (iv) use of a trial version in production.

11. Engineering services, custom software, support, and training

11.1. Commercial proposal and scope. Engineering services, PLC integration, SCADA systems, robotics, compliance work related to NR-12, custom software development, consulting, and technical support are governed by the scope, schedule, deliverables, assumptions, and prices defined in the commercial proposal or in the description of the fixed-scope package accepted by the customer. Any change of scope requires an amendment approved in writing by the parties.

11.2. Man-Hour (H/H) services and cap against budget overruns. When the service is contracted on a Man-Hour (H/H) basis with an estimated number of hours, Axzon records the activities performed and does not exceed the quoted hour limit without the customer’s prior written authorization. Once the estimated limit is reached, Axzon notifies the customer and awaits written approval before performing additional hours. Unless otherwise provided in the proposal, overtime, night, weekend/holiday hours, and travel/lodging expenses follow the rate table in the approved proposal.

11.3. Duties of cooperation and plant backups (Backups):

• The customer must provide, within the agreed time frames, safe access to the facilities and equipment, an authorized technical contact, the necessary third-party software licenses, and occupational safety conditions on site. Delays resulting from lack of access or of information from the customer extend the schedule proportionally.
• Backups of the customer’s installation: before any remote or on-site technical intervention on PLCs, supervisory systems, databases, or machines, the customer is responsible for maintaining a complete, up-to-date, and restorable backup (backup) of its PLC programs, parameters, recipes, databases, and configurations, except when preparing the backup is expressly part of the scope contracted in Axzon’s proposal.

11.4. Engineering and NR-12 compliance:

• In engineering and machinery safety (NR-12) services, Axzon carries out its activities through duly qualified professionals and is technically responsible for the scope it assumes in the commercial proposal, arranging for the issuance of the respective Anotação de Responsabilidade Técnica (ART — Brazilian Technical Responsibility Record) whenever the nature of the contracted service so requires under Law No. 6,496/1977.
• The provision of consulting, diagnostics, or software for a specific piece of equipment does not transfer to Axzon the responsibility of employer or operator of the industrial plant, and the customer remains responsible for periodic inspection of the machines, training of operators, and the physical integrity of the validated safety devices.

11.5. Delivery, verification, and acceptance of services:

• Once a service stage or delivery is completed, the customer will have 10 business days (or another period set in the proposal) to verify the deliverables and point out in writing any nonconformities with the contracted scope, which will be corrected by Axzon at no additional cost.
• In business contracts (B2B), the absence of a justified objection within that period or the voluntary placing of the deliverable into definitive productive operation constitutes acceptance of the stage, always without prejudice to latent defects and, in consumer relationships, to the non-waivable statutory periods and warranties of Arts. 20 and 26 of the CDC (minimum warranty of 90 days for services).

11.6. Intellectual property in custom development (Law No. 9,609/1998, Art. 4):

• Axzon’s pre-existing materials and products: off-the-shelf software (AxPLCcomm, AxUSBshare), libraries, drivers, tools, methodologies, and Axzon’s generic or pre-existing function blocks remain under Axzon’s exclusive ownership. When incorporated into a project, the customer receives, upon payment for the project, a non-exclusive license for an indefinite term to use them as an integral part of the solution delivered at its installation, and may not extract them for separate commercialization.
• Deliverables developed to order: unless otherwise stipulated in writing in the commercial proposal, the rights to the PLC programs, supervisory screens, code, and applications developed specifically to order to meet the exclusive needs of that contract belong to the contracting customer, after full payment of the agreed price (Law No. 9,609/1998, Art. 4). If a commercial proposal stipulates that the economic ownership of the custom code will remain with Axzon, that clause must be highlighted in the proposal and, even so, the customer will receive a perpetual and non-exclusive license to operate, maintain, and use the deliverable for the contracted purposes.

11.7. Cancellation of services to order:

• In addition to the 7-day right of withdrawal assured to the consumer (Section 9.1), if the customer requests cancellation of a project or service to order before it begins, Axzon will refund the amounts paid, deducting only any direct and proven costs of specific materials already purchased and non-refundable. If the business cancellation occurs after execution has begun, for the customer’s convenience, the amounts proportional to the stages already actually performed and delivered will be due, with any advance balance refunded, without application of an abusive full retention.

11.8. Training:

• The teaching materials and handouts provided in training courses are intended for the professional and internal use of the enrolled participants, and their commercialization or public reproduction is prohibited. Audio, video, or image recordings of participants require notice and specific authorization (Privacy Policy). Certificates issued by Axzon attest to participation and to the hours of the technical course, and do not replace professional qualifications regulated by professional councils or official certifications.
• For scheduled classes, in addition to the statutory right of withdrawal (7 days from purchase for consumers), the business customer may replace the enrolled participant free of charge up to the day before the course or request rescheduling at no cost at least 5 business days in advance. Cancellations requested less than 5 business days before the start entitle the customer to one free rescheduling to the next class or to a refund with retention only of proven direct costs (limited to a maximum of 10% of the registration fee). If Axzon needs to postpone or cancel a class, the customer may choose between the new date or an immediate full refund.

11.9. Mutual confidentiality. Both parties undertake to keep confidential all technical, industrial, and commercial information, plant architectures, and non-public data received from the other party in connection with a quote or the provision of services, using them exclusively for the performance of the contract. The duty of confidentiality remains in force throughout the contractual relationship and for 5 years after its termination (or for as long as the information retains the nature of an industrial or business secret), except for information that was already in the public domain or whose disclosure is required by legal or court order.

12. Supply of industrial hardware

12.1. Contracting exclusively by quote and tax document. The supply of industrial hardware (such as gateways, converters, PLCs, and industrial PCs) is not carried out through automatic off-the-shelf purchase on the website, but exclusively by means of a commercial proposal or prior quote, which will specify brand, model, availability, price, shipping, delivery time, and the company responsible for tax invoicing (which may be the partner manufacturer/distributor invoicing the customer directly, or Axzon when duly authorized in the state tax registry for the mercantile operation). No hardware payment is required before the complete proposal is issued.

12.2. Warranty and physical delivery. The hardware supplied is covered by the manufacturer’s contractual warranty and, in consumer relationships, by the minimum statutory warranty of 90 days (CDC, Art. 26, II) and the joint and several liability provided for in the CDC (Art. 18), in addition to the right of withdrawal of 7 calendar days counted from physical receipt of the equipment (Section 9.1), with return shipping paid by Axzon. The risk of transport of the equipment is borne by the supplier until actual delivery at the address indicated by the buyer.

13. Use in industrial automation and third-party licenses

13.1. Responsibility for the safety engineering of the application. Axzon’s software reads and writes data in industrial controllers and equipment or shares USB devices over the network. The customer is solely responsible for the engineering design, the risk analysis, the qualification tests, and the safe operation of its machine, line, or industrial plant, including physical (hardwired) interlocks, redundancies, and fail-safe procedures that prevent harm to persons, equipment, and processes in the event of communication interruption, network delay, or incorrect data (Section 7 of the EULA).

13.2. Prohibition as the sole safety mechanism. Axzon’s off-the-shelf software must not be used as the sole means of protecting persons or as a life safety or emergency stop function. When using AxUSBshare between separate networks, the use of a secure network channel (such as a VPN) is recommended, since the encryption of the administration panel does not by itself encrypt the native USB/IP traffic protocol.

13.3. AxUSBshare and third-party protection keys (HASP and similar). AxUSBshare shares USB devices over the network, but does not create additional licenses, does not multiply usage permissions, and does not copy cryptographic secrets from protection keys (HASP dongles or equivalents). The customer is solely responsible for complying with the license agreement of the third-party software that uses the USB key, and it is prohibited to use AxUSBshare to exceed the number of users, seats, or simultaneous accesses authorized by the manufacturer of the third-party software.

14. Limitation of liability

14.1. Exclusion of indirect damages in business relationships. To the maximum extent permitted by applicable law and in accordance with Section 8 of the EULA, Axzon is not liable, in business relationships (B2B), for lost profits, loss of production, line or industrial plant downtime, loss of revenue, loss of data resulting from the absence of a backup (backup) that is the customer’s responsibility, or any indirect, incidental, or consequential damages, even if it has been advised of the possibility of such damages.

14.2. Quantitative limit (B2B liability cap). Where the law permits contractual limitation of liability (Código Civil, Art. 421-A), Axzon’s total and aggregate liability for all damages arising from a contract, license, or commercial proposal is limited:

• for perpetual licenses: to the greater of (i) the amount actually paid by the customer to Axzon for that license and for its maintenance in the 12 (twelve) months preceding the damaging event and (ii) the price paid for the perpetual license itself, even if the event occurs after the first 12 months from purchase;
• for subscriptions: to the amount actually paid by the customer to Axzon for that subscription in the 12 (twelve) months preceding the damaging event;
• for engineering services, training, and hardware: to the total amount actually paid by the customer for the commercial proposal or specific order to which the event relates.

14.3. Legal exceptions and the consumer’s non-waivable rights (Section 8.3 of the EULA). The limitations and exclusions provided for in items 14.1 and 14.2 do NOT apply:

• to cases of willful misconduct (dolo) or gross negligence by Axzon;
• to damage caused to the life, health, or physical integrity of persons;
• to the legal obligations of compensation provided for in the Lei Geral de Proteção de Dados Pessoais (Brazilian General Data Protection Law, Law No. 13,709/2018);
• to the rights guaranteed by the Código de Defesa do Consumidor (Law No. 8,078/1990, Arts. 25 and 51, I) and other public policy rules that the law does not allow to be set aside.

15. Suspension, termination for breach, and force majeure

15.1. Serious breach. Axzon may suspend or terminate the license or service upon notice by email when there is a proven serious breach, such as payment forgery, fraudulent reversal (improper chargeback), piracy, unlawful reverse engineering, circumvention of the technical licensing control, or unauthorized redistribution of the software.

15.2. Curable breach and right to cure. In any other case of curable contractual breach, Axzon will give the customer prior notice by email stating the specific reason and granting a minimum period of 15 calendar days to remedy the situation or present a defense before any suspension or termination.

15.3. Independence of the perpetual license. Late payment or non-payment of a subscription, of an optional maintenance renewal, or of another independent order never authorizes Axzon to cancel or block a perpetual license that has already been paid in full and is being used regularly by the customer. Axzon never carries out destructive remote intervention on the customer’s systems or equipment.

15.4. Fortuitous events and force majeure. Neither party is liable for delays or failures in performance resulting from fortuitous events or force majeure (Código Civil, Art. 393), and the affected party must promptly notify the other and make reasonable efforts to resume performance as soon as the impediment ceases.

16. Changes to these Terms, general provisions, governing law, and venue

16.1. Non-retroactivity for completed purchases. Axzon may update these Terms of Sale for new contracts, keeping the version in force published at https://www.axzon.com.br/en/terms-of-sale/. Each purchase is governed by the version accepted at the time of contracting, and is not retroactively affected by subsequent changes. For subscriptions in progress, any material changes will apply only to the following cycle upon prior notice by email at least 30 days in advance, with the right to cancel at no charge before renewal assured.

16.2. Severability and assignment. The invalidity of any provision does not affect the validity of the others. The customer may not assign its contractual position to third parties without Axzon’s written consent (which does not prevent the regular transfer of the license between computers of the same holder, in accordance with Section 5.4).

16.3. Governing law and venue. These Terms of Sale are governed by the laws of the Federative Republic of Brazil. The courts of the Comarca de Barueri (judicial district of Barueri), State of São Paulo, are chosen to settle disputes arising from this contract, subject to the rules of mandatory jurisdiction. When the buyer is a consumer, they may bring the action in the courts of their own domicile (Código de Defesa do Consumidor, Art. 101, I). For consumers residing abroad, the mandatory consumer protection rules of their country of habitual residence are preserved, to the extent that the law makes them applicable; the choice of Brazilian law does not exclude those rules. There is no compulsory arbitration clause, and the buyer is not required to exhaust prior procedures before turning to Procon (Brazilian consumer protection agency), the consumidor.gov.br platform, the ANPD (Brazilian National Data Protection Authority), or the Judiciary.

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AXZON TECNOLOGIA LTDA. CNPJ 60.495.408/0001-03 · State Tax Registration (Inscrição Estadual): Exempt · Municipal Tax Registration (Inscrição Municipal): 4.BO982-9 Alameda Rio Negro, nº 503, Sala 2011, Alphaville Centro Industrial e Empresarial, Barueri/SP, CEP 06454-000, Brazil Telephone: +55 (11) 95078-6367 Emails: sales@axzon.com.br · support@axzon.com.br · privacy@axzon.com.br · contact@axzon.com.br Website: https://www.axzon.com.br · License Portal: https://licencas.axzon.com.br