Opera Group Legal Framework

"Opera Group" means the Opera Group group of companies, a consulting, operational and investment firm with operating offices in Buenos Aires (Argentina) and Santiago (Chile) and representation in Toronto, Miami and Shanghai. "Client" or "you" means the legal entity or natural person accessing the Services on behalf of an organization. "Portal" means the authenticated client area available at operag.com/portal. "Content" means any data, files, documents, briefs, deliverables or other material made available through the Services. "MSA" / "SOW" means a master services agreement or statement of work executed between Opera Group and a Client.

The Services are intended exclusively for business and professional use. By using the Services you represent that: (a) you are at least 18 years old; (b) you are acting on behalf of a legal entity that you have authority to bind; (c) the information you provide is accurate; and (d) your use will comply with all applicable laws.

Opera Group reserves the right to refuse, suspend or terminate access to any user or organization at its sole discretion, particularly where compliance, sanctions, conflicts of interest or reputational concerns arise.

• Invitation-based. Portal access is granted by invitation or upon approval of an access request. Opera Group may verify identity and corporate affiliation prior to activation.
• Credentials. You are responsible for maintaining the confidentiality of your credentials and for all activities under your account. Notify us immediately at security@operag.com of any suspected unauthorized use.
• No shared accounts. Each account is personal to one named individual. Sharing credentials is grounds for suspension.
• Suspension & termination. Opera Group may suspend or terminate access at any time for breach of these Terms, the Acceptable Use Policy, applicable law, or for legitimate business reasons (e.g., end of engagement, sanctions exposure).

The Services available through the public website and the Portal are provided on an informational and facilitation basis. Any paid consulting, operational, market-entry, BOT (build-operate-transfer), franchise structuring, distribution or co-investment service will be governed by a separately executed MSA and one or more SOWs that will set out scope, deliverables, fees, milestones, equity arrangements, exclusivity, termination rights and any other commercial terms.

In case of conflict between these Terms and a signed MSA / SOW, the MSA / SOW prevails for that engagement.

• Opera Group IP. Opera Group retains all right, title and interest in and to the Services, the Portal software, methodologies, frameworks (including the Brand Diagnostic, the Opera Group OS, the LatAm Brand Index, market models and templates), trademarks, trade dress, know-how and any pre-existing or independently developed intellectual property ("Opera Group Background IP").
• Client IP. You retain all right, title and interest in and to your pre-existing materials, brand assets, business data and confidential information that you submit ("Client Background IP").
• Deliverables. Ownership and licensing of engagement deliverables (reports, models, plans) will be defined in the applicable SOW. By default, custom deliverables produced for a Client may be used by that Client for its internal business purposes; Opera Group retains rights in underlying methodologies and may use anonymized learnings.
• Feedback. Any feedback, suggestions or ideas you provide regarding the Services may be used by Opera Group without restriction or obligation.
• Trademarks. "Opera Group", the Opera Group wordmark and logo are trademarks of Opera Group. You may not use them without prior written consent.

Each party agrees to keep the other party's non-public information confidential, to use it only for the purpose of the engagement or use of the Services, and to protect it with at least the same care it uses for its own confidential information (and no less than reasonable care). Confidentiality obligations survive termination for five (5) years, except for trade secrets which are protected for as long as they remain trade secrets. This Section applies in addition to any separately executed NDA.

Use of the public website and the Portal is generally free of charge. Fees for advisory, operational or BOT services are set out in the applicable SOW and may be structured as fixed fees, retainers, success fees, percentage of GMV, equity participation, or a combination thereof. Unless otherwise stated: invoices are payable within thirty (30) days; amounts are quoted exclusive of VAT/IVA and applicable withholding taxes; late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

Public website and Portal. Provided "as is" and "as available" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, accuracy, completeness or non-infringement. Opera Group does not warrant that the Services will be uninterrupted, error-free, or secure against all threats.

Professional services. Opera Group will perform contracted services with the skill, care and diligence reasonably expected of a professional consulting and operational firm. No results or specific business outcomes are guaranteed. Forecasts, market projections and recommendations reflect Opera Group's professional opinion based on the information available at a given time.

No regulated advice. Opera Group is not a law firm, accounting firm, broker-dealer, investment adviser or licensed real-estate brokerage. The Services do not constitute legal, tax, accounting, investment or regulated financial advice. See our Disclaimers.

To the fullest extent permitted by law: (a) neither party will be liable for indirect, incidental, special, consequential, exemplary or punitive damages, loss of profits, loss of revenue, loss of business, loss of goodwill or loss of data, even if advised of the possibility; (b) Opera Group's aggregate liability arising out of or related to the Services or any engagement is capped at the fees actually paid by the Client to Opera Group in the twelve (12) months preceding the event giving rise to the claim, or USD 25,000 where no fees were paid.

The above caps and exclusions do not apply to: fraud, willful misconduct, gross negligence, breach of confidentiality, infringement of the other party's IP, or liability that cannot be limited under applicable law.

Each party will defend, indemnify and hold the other harmless against third-party claims arising from: (a) its breach of these Terms; (b) its violation of applicable law; or (c) infringement of third-party IP by the materials it provides. Indemnification is conditional on prompt notice, sole control of the defense by the indemnifying party (with reasonable consultation), and reasonable cooperation by the indemnified party.

These Terms apply for as long as you use the Services. Either party may terminate access to the Services at any time, with or without cause, by written notice (email is sufficient). Termination of these Terms does not by itself terminate any signed MSA or SOW, which terminate per their own terms. Sections that by their nature should survive (IP, confidentiality, liability, indemnification, governing law) survive termination.

Neither party will be liable for delay or failure to perform (other than payment obligations) caused by events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, pandemics, government actions, sanctions, internet or utility outages, or material disruption of cross-border logistics.

These Terms are governed by the laws of the Republic of Argentina, without regard to conflict-of-laws principles. The parties will attempt in good faith to resolve any dispute through direct negotiation between senior executives for thirty (30) days. If unresolved, the dispute will be submitted to mediation in Buenos Aires for an additional thirty (30) days. If still unresolved, the dispute will be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC), seat Buenos Aires, language English, by one or three arbitrators depending on the amount in dispute. Each party may seek interim relief from any court of competent jurisdiction.

Where a Client is domiciled outside Argentina, the parties may agree in the MSA to submit to the courts of the Client's jurisdiction or to a different arbitral seat (e.g., Santiago, São Paulo, Miami, Toronto).

We may update these Terms from time to time. Material changes will be notified at least thirty (30) days in advance via the website or by email to Portal account holders. Continued use after the effective date of the change constitutes acceptance.

• Assignment. Neither party may assign these Terms without the other's prior written consent, except in connection with a merger, acquisition or sale of substantially all assets.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship, except as expressly agreed in an MSA.
• Entire agreement. These Terms (together with the Privacy Policy and any signed MSA / SOW) constitute the entire agreement and supersede all prior understandings on the subject matter.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
• Notices. Notices to Opera Group: legal@operag.com. Notices to Clients: the email on file in the Portal.