ORACLE AGREEMENT INFORMATION
Exhibit 10.1
|
ORDERING DOCUMENT |
Customer name: Xxxxxxx Libre S.A.
Customer location: Tronador 0000 Xxxxx 0 — Xxxx xx Xxxxxx Xxxxx
Customer location: Tronador 0000 Xxxxx 0 — Xxxx xx Xxxxxx Xxxxx
ORACLE AGREEMENT INFORMATION
Agreement:
|
Oracle License and Services Agreement | |
Agreement name:
|
Oracle License and Services Agreement v 111907 |
This ordering document incorporates by reference the terms of the agreement specified above (the
“agreement”).
A. PROGRAMS AND SERVICES
Xxxxxxx Libre S.A. has ordered the program licenses and 12 months of technical support services as
described below, along with a summary of the net fees due under this ordering document. These fees
do not include any applicable shipping charges or taxes.
The programs designated below with an asterisk (“*”) are for use in an unlimited number of
Processors for a 3-year term, subject to the requirements and all other terms and conditions of
this ordering document (each such program being referred to as an “Unlimited Deployment Program”,
and collectively as the “Unlimited Deployment Programs” ).
All fees included in this ordering document are denominated in Argentine Pesos.
Product
Description / License Type |
Quantity | |||
* Oracle Database Enterprise Edition — Processor Perpetual |
Unlimited | |||
* Real Application Clusters — Processor Perpetual |
Unlimited | |||
* Partitioning — Processor Perpetual |
Unlimited | |||
| The following are the standard fees for Unlimited Deployment Programs and | ||||
| Technical Support Services (Software Update License and Support) | ||||
| (hereinafter referred to as the Services) included in this Ordering | ||||
| Document. | Net Fees | |||
• Unlimited Deployment Programs Fees |
$ | 3,396,461 | ||
• One year of Technical Support services for Unlimited Deployment Programs |
$ | 747,221 | ||
• The 12-month renewal of the Technical Support service of
the converted and replaced licenses described in Annex A |
$ | 614,296 | ||
• Retroactive Fee for Product Update and Technical Support Service (Back
Support) |
$ | 45,441 | ||
Total Fees |
$ | 4,803,419 | ||
B. GENERAL TERMS
| 1. | Customer Definition |
|
Notwithstanding anything to the contrary in the agreement, for the purposes of this ordering
document only, “you” and “your” shall mean the corporation listed on the first page of this
ordering document and its main company, MercadoLibre, Inc., and the majority-owned subsidiaries
(direct or indirect) of said main company as described in Annex C. They may be included in the
Unlimited Deployment Rights and Services under this Ordering Document, if said main company and its
respective majority-owned subsidiaries (direct or indirect) as listed in Annex C agree in writing
to be subject to the terms of this ordering document and to the respective license agreement. In
the event that any of the companies listed in Annex C changes its name, such company, under its new
name, shall have the same rights and obligations in accordance with this ordering document and the
respective license agreement. For such purpose, you shall give notice to Oracle by reliable means
of the change of name within 15 days from the date on which the change took place. |
||
You can only use the programs with respect to your electronic commercial platform in Latin America,
on which activities related to your business can be made, including but not limited to: register,
offer, publish, buy, sell, make and answer questions, comments, leave feedback, take part in
forums, discussions boards, make and receive payment; MercadoLibre marketplace enables people to
conduct and manage sales and purchases in different ways, make items and job advertisements, search
for products, browse; use the payment solution that you offer; manage your Affiliate system;
advertise; do the activities and use the services offered through MercadoClics, MercadoShops,
eShops, ListaPop, MercadoAlerta, use the mobile communication systems, stream, upload, download,
use the shipping and handling methods, use general contents provided by third parties and any other
function and/or services developed and to be developed with respect to the platform and the payment
solutions. The platform also includes any present or future technological action related to
scalability, availability and performance of your platform and any other of the before-mentioned
services and functions; present and future environments for development and test related to its
products, the backoffice applications of the consolidated enterprise management system (ERP) and
customer service for processing the information of your business, as well as the data bases for the
analysis of the information by using the data originated in the platform and/or payment solutions
and any other of the before-mentioned services and functions. This platform is Yours and only the
members of the group which are mentioned in Annex C are allowed to control it. |
| 2. | Commencement Date |
|
All program licenses and the period of performance for all services are effective after shipment of
tangible media or after the effective date of this ordering document, which is specified at the end
of this Ordering Document, if shipment of tangible media is not required. |
| 3. | Territory |
|
The Unlimited Deployment Program licenses and the Technical Support Services described in section A
are for worldwide use. |
| 4. | Fees, Invoicing, and Payment Obligation |
| a. | All fees due under this ordering document shall be non-cancellable and the sums paid
nonrefundable, except as provided in the agreement. |
| b. | Unlimited Deployment Program license and services fees shall be invoiced as of the
effective date of the hereby Ordering Document. Unlimited Deployment Program license fees
shall be invoiced once, and payment will be made at the moment the invoice is delivered at
the address of Xxxxxxx Libre S.A., which is first stated in this ordering document.
Service fees shall be invoiced in advance of the service performance; specifically: i) the
fees pertaining to the first twelve-month period for the Services detailed in the
preceding section A shall be invoiced once and in advance, and payment will be made at the
moment the invoice is delivered at the aforementioned address; and ii) the fees pertaining
to the first and second annual renewal for the technical support shall be issued each in
advance and on a six-month basis, and payment will be made within 30 consecutive days
following the issuance date of each invoice; Oracle undertakes to deliver the invoice
within 2 business days following the issuance date at the aforementioned address. The
total annual technical support fee due under this ordering document and specified in
section A above includes the existing annual technical support fees for the Converted and
Replaced Licenses (as defined in section E.1 below) as well as the increased technical
support frees due for the program licenses specified in section A, including the licenses
of the Unlimited Deployment Programs. |
||
Detailed below are the values that correspond to the renewal of the Services (technical
support service) for the Unlimited Deployment Programs that will take place after 12 (twelve)
months from the effective date (the first renewal) and after 24 (twenty-four) months from that same
date (the second renewal). Once you have executed these technical support renewals, they will be
invoiced in advance and on a six-month basis, and payment will be made within 30 consecutive days
following the invoice issuance date; Oracle undertakes to deliver the invoice within 2 business
days following the issuance date. |
| Period | Total | |||
First Renewal |
1,316,517 | |||
Second Renewal |
1,316,517 | |||
The fee for the renewal of the Technical Support Service for the Unlimited Deployment Programs
that will take place after 36 (thirty-six) months from the effective date (the Third Renewal) will
not be higher than 12% (twelve percent) above the fees in Argentine Pesos that you paid for the
Second Renewal.
| c. | In addition to the fees listed in section A, Oracle will invoice you for any
applicable shipping charges or applicable taxes. |
| d. | Retroactive Fee for Product Update and Technical Support Service: This fee is
included in the above section A and amounts to ARS 45,441 (forty-five thousand four
hundred and forty-one). |
| e. | You agree and acknowledge that you have not relied on the future availability of any
program or updates of an existing program to execute the hereby ordering document.
However, (a) if you order technical support for programs licensed under this ordering
document, the preceding sentence does not relieve Oracle of its obligation to provide such
technical support under this ordering document, if-and-when available, in accordance with
Oracle’ s then current technical support policies; and (b) the preceding sentence does not
change the rights granted to you for any program licensed under this ordering document,
pursuant to the terms of this ordering document and the agreement. |
| 5. | Delivery and Installation |
| a. | Oracle has made available to you the Unlimited Deployment Programs listed in section
A for electronic download at the electronic delivery web site located at the following
Internet URL: xxxx://xxxxxxxxx.xxxxxx.xxx/. Through the Internet URL, you can
access and electronically download to your location the current production release as of
the effective date detailed below of the software and related program documentation for
each program listed in section A. Provided that you have always had technical support for
the programs listed in section A, you will be able to keep downloading the programs listed
in section A and the related documentation. Notwithstanding the before mentioned, it is
expressly stated that you are not obliged neither to maintain nor to renew the technical
support service for those programs once the Unlimited Deployment Period has expired (as
defined in section C.1.a of the hereby Ordering Document). |
||
Please be advised that not all programs are available on all hardware/operating system
combinations. For current program availability please check the aforementioned electronic
delivery web site. You acknowledge that Oracle is under no further delivery obligation under
this ordering document, electronic or otherwise. |
| b. | You shall be responsible for the installation of the software. |
| 6. | Total Support Stream |
|
For the purposes of this ordering document, “Total Support Stream” shall mean: (i) the existing
technical support for the Converted and Replaced Licenses (as defined in section E.1 below); (ii)
the technical support for the Program licenses as specified in section A, including the Unlimited
Deployment Programs (as defined in section C.1.a below); (iii) technical support for all Oracle
programs licensed to your merged or acquired entities (as defined in section C.2 below); (iv)
technical support for any program licenses purchased under section D.1 (Price Hold); and (v)
technical support for any Omitted Licenses as specified in section E.1.b. |
| 7. | Source Code |
|
Oracle may deliver source codes as part of its standard delivery for particular programs; all
source codes delivered by Oracle shall be subject to the terms of the agreement, the ordering
document, and all program documentation. |
| 8. | Segmentation |
|
The program licenses delivered with this ordering document are offered separately from any other
services proposal. The services purchased from Oracle were quoted separately from any license to
use programs, and you may acquire both licenses to use programs and services from Oracle
separately. |
| 9. | Order of Precedence |
|
In the event of any inconsistencies between the agreement and this ordering document, this ordering
document shall prevail. |
C. UNLIMITED DEPLOYMENT
| 1. | Unlimited Deployment Right |
| a. | General. In consideration of the payment to Oracle of the price of the license to use the
Unlimited Deployment Programs and the technical support fees specified in section A, and for
Three (3) years from the effective date of this ordering document (or such shorter period as
may be set forth below in sections C.1.c or C.3) (the “Unlimited Deployment Period”), you will
be entitled to use the Unlimited Deployment Programs on an unlimited number of Processors (the
“Unlimited Deployment Right”), provided that (i) your use of the Unlimited Deployment Programs
shall be in compliance with the terms of the agreement and this ordering document, and (ii)
you continuously maintain the Total Support Stream during the Unlimited Deployment Period. |
||
Following 36 (thirty-six) months from the effective date of this ordering document (or earlier,
as set forth below in sections C.1.c or C.3), the Unlimited Deployment Period and the Unlimited
Deployment Right shall be terminated, and within 30 consecutive days upon lapse of the
Unlimited Deployment Period (or earlier, as set forth in sections C.1.c or C.3) (the
“Certification Date”), you and Oracle shall follow the certification process set out in section
C.1.b below. |
|||
| b. | Certification Process. On the Certification Date (or the Non-Compliance Certification Date,
as defined below, if applicable), you shall furnish Oracle with a certificate signed by a
duly-authorized agent indicating the quantity of Processors on which the Unlimited Deployment
Programs are installed and run by you as of the date on which the Unlimited Deployment Period
expires or is deemed to be terminated, as the case may be (such certified quantity shall be
referred to as the “Certified Deployment”). On the date the Unlimited Deployment Period
expires or is deemed to be terminated, as applicable, the quantity of perpetual royalty-free
Processor licenses for the programs designated with an asterisk (“*”) in section A above which
you will be entitled to use shall be fixed and limited as set forth in the Certified
Deployment. Such programs shall be used in accordance with the terms of the Agreement. |
| c. | Breach of Unlimited
Deployment Terms. In the event you fail to meet any of the conditions
specified in section C.1.a above (the “Non-Compliance Date”), Oracle shall give written notice
to you requiring you to cure the breach specified in such notice within 15 consecutive days
from receipt thereof. Should such term expire without the breach being cured, the Unlimited
Deployment Period and the Unlimited Deployment Right shall be immediately terminated, the
Certification Date shall be accelerated to 15 consecutive days after the Non-Compliance Date
(the “Non-Compliance Certification Date”), and you and Oracle shall follow the certification
process set out in section C.1.b above. You shall not be entitled to any credit or refund as a
result of the termination of the Unlimited Deployment Period. If your non-compliance is due to
a failure to maintain the Total Support Stream during the Unlimited Deployment Period,
following the Non-Compliance Date your program licenses and all desupported licenses shall be
subject to Oracle’s technical support pricing and policies in effect on the Non-Compliance
Date. |
||
| d. | Expiration or Termination
of the Unlimited Deployment Period. Following the expiration or
termination of the Unlimited Deployment Period, your use of the Unlimited Deployment Programs
licensed and certified pursuant to the certification process set forth in section C.1.b must
continue to be in accordance with the agreement and this ordering document. |
||
Following the expiration or termination of the Unlimited Deployment Period, and regardless of
the quantity of Unlimited Deployment Program licenses in your Certified Deployment, your annual
technical support fee for the programs licensed under this ordering document shall be based on
the annual technical support fee you paid for such program licenses on the support renewal date
immediately before the expiration or termination of the Unlimited Deployment Period. Such
annual fee shall in no event be lower than the latter fee and shall be denominated in
Argentine Pesos. |
|||
If at any time after the expiration or termination of the Unlimited Deployment Period your use
of the programs licensed and certified in line with the certification process set forth in
section C.1.b extends beyond the scope of the Certified Deployment, you shall acquire
additional licenses and technical support for such program(s) as a result of such excess use at
the prices specified in section D below. |
|||
If at any time after the expiration or termination of the Unlimited Deployment Period, the
quantity of Unlimited Deployment Program licenses you use is lower than the quantity of
licenses certified in line with the certification process set forth in section C.1.b, you shall
not be entitled to any refund or credit in connection with any license and/or technical support
fees paid under this ordering document. |
| e. | Assignment Restrictions. Notwithstanding any provision to the contrary in the agreement,
during the Unlimited Deployment Period you shall not assign the licenses of the Unlimited
Deployment Program acquired under this ordering document, nor give or transfer any interest in
them to another individual or entity. |
| 2. | Acquisition or Merger |
|
If during the Unlimited Deployment Period you acquire or merge into another entity or create a new
company and become the majority owner of the resulting entity (each such acquired entity shall
individually be referred to as an “Majority Acquired Entity”), within 60 days of such merger or
acquisition, you must provide Oracle with a written certificate signed by an agent of your company
certifying (i) the number of employees of such Majority Acquired Entity, and (ii) the number of
employees who must be incorporated into your global employee population as a result of the merger
or acquisition (the number of employees to be incorporated to your global employee population shall
be referred to as the “Total Incorporated Employees”). Upon certification of the Total Incorporated
Employees, the following terms and conditions shall apply: |
||
During the Unlimited Deployment Period, Oracle’s may request, not more than once a year, that you
provide a list of all of your Majority Acquired Entities based on the information submitted to the
Security & Exchange Commission or the pertinent stock exchange authority and the relevant
information regarding each of them in order to establish your compliance with section C.2,
provided, however, that this shall not release you from any of your obligations under section C.2.
Oracle undertakes to keep the information confidential pursuant to the terms of the agreement. |
||
For the purposes of this ordering document, “majority ownership” shall mean ownership of more than
50% percent of the voting stock and/or control of another entity, whereas “minority ownership”
shall mean ownership of 50% percent or less of the voting stock of an entity. |
| a. | Majority Acquired
Entities Included in the Unlimited Deployment Right. Upon certification of
an Majority Acquired Entity’s Total Incorporated Employees, an Majority Acquired Entity shall
be included in your Unlimited Deployment Right for the remainder of the Unemployment
Deployment Period, subject to the terms and conditions of this ordering document and the
agreement, provided that (i) such Majority Acquired Entity is not an Oracle competitor; (ii)
you have continuously maintained the Total Support Stream during the Unlimited Deployment
Period; (iii) the number of the Total Incorporated Employees for any Majority Acquired Entity
is equal to or lower than 180 (the “Maximum Intermediate Memory”), which represents 15% of
your current employee population of 1200 on the effective date of this ordering document as
agreed between you and Oracle; and (iv) the number of Total Incorporated Employees for all
Majority Acquired Entities during the Unlimited Deployment Period is equal to or lower than
180 (the “Total Intermediate Memory”), without any additional payment being due on account of
license and/or technical support fees. Each Majority Acquired Entity that may be included in
the Unlimited Deployment Right under the terms of this section shall be individually referred
to as a “Qualifying Entity”. |
| b. | Technical Support for Majority Acquired Entities.
Prior to an Majority Acquired Entity’s
(including Qualifying and Exceeding Entities) inclusion in your Unlimited Deployment Right,
pursuant to the terms of this ordering document, you or any of the Majority Acquired Entities
shall continuously maintain technical support for each current licenses of the Unlimited
Deployment Programs of those Majority Acquired Entities during the Unlimited Deployment
Period, including any prior version and/or edition of such programs; and all technical support
fees associated with such existing licenses shall be considered part of the Total Support
Stream. Should technical support for any of those existing licenses expire, replacement and/or
support expiration fees shall apply. |
| c. | Exceeding Entities. Should the Total Incorporated Employees of any Majority Acquired Entity
be greater than the Maximum Intermediate Memory and/or the Total Intermediate Memory, or in
the event you acquire or become merged with an Majority Acquired Entity after the Total
Intermediate Memory has been exceeded and provided you have continuously maintained the Total
Support Stream during the Unlimited Deployment Period, such Majority Acquired Entity
(hereinafter, an “Exceeding Entity”) may be included within the scope of your Unlimited
Deployment Right upon payment to Oracle of an additional fee on account of license and
Technical Support, provided that the parties agree to negotiate in good faith to determine the
amount of such fee. |
||
Should the parties fail to agree on the amount of such fee within a term of 30 days from the
date on which notice is given of the acquisition or merger with the relevant Exceeding Entity,
the Certification Date shall be adjusted to match the date of expiration of such thirty-day
period (the “Accelerated Certification Date”). The Unlimited Deployment Period and the
Unlimited Deployment Right shall immediately terminate upon expiration of such term and you and
Oracle shall follow the certification process set forth in section C.1.b above. The quantity of
licenses for the programs designated with an asterisk (“*”) in section A above shall be fixed
and limited on the Accelerated Certification Date as set forth in this section C.1.b. |
|||
You shall not be entitled to any credit or refund for such expiration of the Unlimited
Deployment Period. Any Oracle program which the Exceeding Entity may have to use shall be
authorized separately. The parties agree to negotiate in good faith to determine the amount of
the fees to be charged for those licenses. |
| d. | Acquired Entity’s Separate Existence. |
||
In the event (i) an Majority Acquired Entity continues to be a legal entity separate from you,
(ii) the employee population of the Majority Acquired Entity does not become merged with your
general employee population, merger being understood as addition to payroll, (iii) computing
systems (hardware and software) of the Majority Acquired Entity remain separate from your
computing systems (hardware and software), and (iv) the employees of the Majority Acquired
Entity are not legally or factually able to access or use the Unlimited Deployment Programs,
you may opt not to include such entity (a “Separate Acquired Entity”) in your Unlimited
Deployment Right. Should you decide not to include such Separate Acquired Entities in the
Unlimited Deployment Right, the Total Employees Added of such Separate Acquired Entities shall
not be counted as part of the Total Intermediate Memory. The Separate Acquired Entities shall
not use the Unlimited Deployment Programs but may acquire licenses to use any of the Oracle
programs they may intend to use separately. The parties agree to negotiate in good faith to
determine the fees to be charged for such Program licenses. |
|||
| e. | Acquisition of Minority
Ownership. If you acquire an entity and become its minority owner,
then such entity shall not be included within the scope of your Unlimited Deployment Right and
shall not be entitled to access or use the Unlimited Deployment Programs. |
| 3. | In the event you are acquired |
|
Except as provided for in paragraph 4 of section C.3, if you are acquired during the Unlimited
Deployment Period, both the Unlimited Deployment Period and the Unlimited Deployment Right will
terminate on the acquisition closing date. The Certification Date will accelerate to sixty (60)
working days after the acquisition closing date (the “Accelerated Certification Date”), and you and
Oracle must follow the certification process described in section C.1.b above. The number of
licenses for the programs marked with an asterisk (“*”) in section A above will be defined on the
Accelerated Certification Date, as described in section C.1.b. |
||
The acquiring entity (the “Customer’s New Headquarters”) shall have no right over the Unlimited
Deployment Right granted hereunder. If the Customer’s New Headquarters desires to use the Oracle
programs acquired under the certification process set in section C.1.b above, Oracle and the
Customer’s New Headquarters will then engage in good faith negotiations to assign those program
licenses to the Customer’s New Headquarters, provided that you have permanently maintained the
Total Support Stream. Besides, the Customer’s New Headquarters and Oracle will engage in good faith
negotiations to determine any license for additional programs that may be needed and their
respective fees. |
||
Neither you nor the Customer’s New Headquarters will be entitled to any credit or reimbursement
resulting from the anticipated term of the Unlimited Deployment Period. You must maintain the Total
Support Stream and the Customer’s New Headquarters must keep maintain the technical support for the
Oracle licenses that may be under their possession. |
||
However, if the Customer’s New Headquarters keep treating you as a separate legal person and your
employees do not merge with the employees of the Customer’s New Headquarters, the Unlimited
Deployment Period shall not be subject to early termination as indicated above in this section;
nevertheless, neither the Customer’s New Headquarters nor any of its subsidiaries, business units
or divisions shall be entitled to use the Unlimited Deployment Programs. The provisions included in
the first three paragraphs of section C.3 shall apply as from the date on which any of the
following is verified: (i) you are not treated as a separate legal person from the Customer’s
Headquarters; (ii) the programs and servers of the Customer’s New Headquarters are no longer
separated from your programs and servers; (iii) the employees of the Customer’s New Headquarters
need to access or use the Unlimited Deployment Programs, or (iv) your employees merge with the
employees of the Customer’s New Headquarters. |
D. FUTURE PURCHASES
| 1. | Price Hold |
| a. | For 42 months from the effective date hereof, you may order licenses for the programs -and
their respective Technical Support Services for the first year (Software Update License and
Support)- specified in the Prices global list for Technological programs dated January 29,
2009 and attached as annex B, subject to a 50% discount provided that (i) said programs are
available in production versions when ordered, and (ii) you have permanently maintained the
Total Support Stream. |
||
Those products in annex B with the note “Priced in Advance of Availability” are not currently
available. Your subscription of this Ordering Document was not based on the availability of
said products. Oracle shall not be obliged to change the current availability of its programs.
You may obtain Oracle’s Technical Support for said products under the fees and Technical
Support policies that are effective when requesting those services. |
|||
| b. | Each order placed pursuant to this section will specify Oracle’s delivery obligation. If
the order specifies delivery, the programs will be delivered via electronic download. If
electronic download is not possible or the parties agree otherwise, tangible media will be
delivered. Whenever the delivery of tangible media is required, you are charged for media and
the shipping terms are FCA: Shipping Point, Pre-paid and Add. |
||
| c. | All technical support for program licenses acquired under the terms of this section shall
be deemed part of the Total Support Stream. |
E. OTHER PROVISIONS
| 1. | Converted and Replaced Licenses |
| a. | General. In connection with the Unlimited Deployment Right granted hereunder, all licenses of
any versions of the Unlimited Deployment Programs that you acquired prior to the effective
date of this ordering document shall be converted and replaced on such effective date (the
“Converted and Replaced Licenses”). The Converted and Replaced Licenses are specified in the
Converted and Replaced Licenses Annex (Annex A). You shall not use or reinstate the Converted
and Replaced Licenses. You shall not be entitled to any credit or refund of license fees for
the Converted and Replaced Licenses. The use of these licenses shall imply the lack of
compliance with the Unlimited Deployment terms under this annex. |
| b. | Omitted Licenses. The parties ascertain that they have worked in good faith to list on the
Converted and Replaced Licenses Annex all licenses of any versions of the Unlimited Deployment
Programs that you acquired prior to the effective date of this ordering document. However, the
parties acknowledge that some of such licenses may have been inadvertently omitted (“Omitted
Licenses”) from the Converted and Replaced Licenses Annex and that technical support fees
related to the Omitted Licenses were thus excluded from the Total Support Stream. If either
you or Oracle discovers any Omitted License at any time after the effective date hereof, then
the parties may agree that: (a) you will continue to pay all technical support fees due in
connection with the Omitted Licenses during the Unlimited Deployment Period, and (b) the
parties will amend this ordering document to add the Omitted Licenses to the Converted and
Replaced Licenses Annex and to include the technical support fees related to the Omitted
Licenses in the Total Support Stream. You shall be entitled to no refund or credit in relation
to licenses and/or technical support fees resulting from any adjustment specified herein. |
||
It is acknowledged that you acquired the indirect majority ownership of XxXxxxxx.xxx de
Argentina S.A., Interactivos y Digitales Mexico S.A. de C.V., Compañía de Negocios Interactiva
de Colombia E.U. and XxXxxxxx.xxx Chile S.A. on September 5, 2008. |
| 2. | Stamp Tax |
|
In case that the stamp tax is imposed on this contract, said tax shall be paid equally by the
parties. You will pay the total amount, and then discount the respective amount (fifty per cent of
the tax amount) from the first payment made to Oracle under this ordering document. |
| Technical Contact | Contract Administrator | |||||||||||
Place |
Tronador 0000 | Xxxxx | Xxxxxxxx 0000 | |||||||||
| City of Buenos Aires | City of Buenos Aires | |||||||||||
Contact |
Xxxxxx Xxxxxxxxxx | Contact | Xxxxxx Xxxxxxxxxx | |||||||||
Telephone |
000-0000-0000 | Telephone | 000-0000-0000 | |||||||||
Fax |
000-0000-0000 | Fax | 000-0000-0000 | |||||||||
E-mail address |
xxxxxx@xxxxxxxxxxxx.xxx | E-mail address | xxxxxx@xxxxxxxxxxxx.xxx | |||||||||
The offer is valid through February 26, 2009 and shall become binding upon
execution by you and acceptance by Oracle.
| MercadoLibre S.A. | Oracle Argentina S.A. | |||||
Signature:
|
[Signature] | Signature: | [Signature] | |||
Name:
|
Xxxxxx Xxxxxxxx | Name: | [Seal that reads “Xxxxxxxxx Xx Xxxx, Agent, Oracle Argentina S.A.”] | |||
Position:
|
President | Position: | [in blank] | |||
Signature Date:
|
February 26, 2009 | Signature Date: | [in blank] | |||
Effective Date: February 26, 2009 (to be completed by Oracle)
Annex A
ANNEX OF CONVERTED AND REPLACED LICENSES
| No of | ||||||||||||
| OKS | Product Name | CSI Number | Users | |||||||||
1699887 |
Oracle Database Enterprise Edition — Processor Perpetual | 3912956 | 1 | |||||||||
| Oracle Database Enterprise Edition — Processor Perpetual | 3912956 | 4 | ||||||||||
1816887 |
Real Application Clusters — Processor Perpetual | 13871358 | 6 | |||||||||
| Oracle Database Enterprise Edition — Processor Perpetual | 13871358 | 1 | ||||||||||
2149299 |
Real Application Clusters — Processor Perpetual | 14453080 | 14 | |||||||||
| Oracle Database Enterprise Edition — Named User Plus Perpetual | 14453080 | 25 | ||||||||||
| Oracle Database Enterprise Edition — Processor Perpetual | 14453080 | 18 | ||||||||||
2333731 |
Oracle Database Enterprise Edition — Processor Perpetual | 14788632 | 4 | |||||||||
| Real Application Clusters — Processor Perpetual | 14788632 | 8 | ||||||||||
Annex C
List of majority — owned subsidiaries
Home office:
MercadoLibre, Inc.
Subsidiaries:
MercadoPago S.A. (Argentina)
MercadoLibre S.A. de C.V. (México)
MercadoPago S.A. de C.V. (México)
XxxxxxxXxxxx.Xxx Atividades de Internet Ltda. (Brazil)
MercadoLibre Chile Ltda. (Chile)
MercadoLibre Colombia, S.A. (Colombia)
MercadoLibre Venezuela S.A. (Venezuela)
MercadoPago Venezuela S.A. (Venezuela)
XxxxxxxXxxx.xxx Representações Ltda. (Brazil)
Xxxxxx.xxx Atividades de Internet Ltda. (Brazil)
MercadoLibre ZonaAmerica S.A. (Uruguay)
MercadoPago Uruguay S.A. (Uruguay)
MercadoLibre Ecuador S.A. (Ecuador)
MercadoPago Ecuador S.A. (Ecuador)
MercadoLibre Perú S.A. (Perú)
MercadoPago Perú S.A. (Perú)
Xxxxxxxx.xxx de Mexico S.A. de C.V. (México)
Xxxxxx.xxx, LLC (Delaware)
MercadoPago, LLC (Delaware)
ListaPop, LLC (Delaware)
Servicios Administrativos y Comerciales, LLC (Delaware)
Classifieds LLC (Delaware)
Clasificados Florida LLC (Florida)
Xxxxxxxx.xxx de Uruguay S.A. (Uruguay)
MercadoLibre Uruguay S.A. (Uruguay)
Xxxxxxxx.xxx de Venezuela S.A. (Venezuela)
xXxxxx.xxx.xx Ltda. (Brazil)
MercadoPago Colombia S.A. (Colombia)
MercadoPago S.A. (Chile)
PSGAC Prestadora de Servicios Gerenciales, Administrativos y Comerciales, S.A. de C.V (Mexico)
Grupo Veneclasificados C.A. (Venezuela)
Clasificados Internacionales S.A. (Panamá)
MercadoLibre Panamá S.A. (Panamá)
MercadoPago Panamá S.A. (Panamá)
Colclasificados S.A. (Colombia)
XxXxxxxx.xxx de Argentina S.A. (Argentina)
XxXxxxxx.xxx Chile S.A. (Chile)
Interactivos y Digitales México S.A. de C.V. (Mexico)
Compañía de Negocios Interactiva de Colombia E.U. (Colombia)
MercadoLibre Costa Rica S.A. (Costa Rica)
MercadoPago Costa Rica S.A. (Costa Rica)
MercadoLibre Dominicana S.A. (República Dominicana)
MercadoPago Dominicana S.A. (República Dominicana)
