VASS SAP-CONTENTFUL ACCELERATOR SERVICES AND LICENSE TERMS AND CONDITIONS

1. Scope of application.

        a) The following VASS SAP-Contentful Accelerator Services And License Terms and Conditions (“VASS Accelerator T&Cs”) of VASS America, Inc., 325 North Saint Paul Street, Suite 2285, Dallas, Texas, 75201, USA (“VASS”) apply, unless expressly stipulated otherwise in writing, to all services provided by VASS to you (the “Customer”) in connection with the VASS Accelerator (as defined below) and the licenses relating to the VASS Accelerator, in particular for offers, orders and order confirmations for a statement of work associated therewith (collectively “SOW” or “SOWs”). General terms and conditions of the Customer are not accepted, even if VASS does not expressly object to them.

        b) Offers of VASS are non-binding, unless they are expressly designated as binding in the offer. The SOW comes into force with mutual signature, or when VASS confirms the order to the Customer in writing or in text form (e. g. by e-mail).

        c) Ancillary agreements and changes require mutual confirmation in written form or in text from.

2. Definitions.

“VASS Accelerator” means the e-commerce content management accelerator software product developed by VASS that accelerates the implementation of the Customer’s contents into SAP’s cloud-based e-commerce platform by utilizing Contentful GmbH’s content management system.

“Contentful” means Contentful Inc. with its place of business at 1801 California Street, Suite 4600, U.S.A.

“Contentful CMS” means the Contentful composable content management system that enables the organization and integration of content in e-commerce platforms (amongst other fields of application).

“SAP” means SAP Deutschland SE & Co. KG with its main place of business at Hasso-Plattner-Ring 7, 69190 Walldorf, Germany.

“SAP Commerce Cloud” means the SAP cloud-based e-commerce platform that enables businesses to create personalized and seamless shopping experiences for their customers.

3. Services.  

Subject to the terms and conditions of these VASS Accelerator T&Cs and in accordance with a SOW that references these VASS Accelerator T&Cs, Customer desires to engage VASS to provide, and VASS wishes to provide, implementation and integration services related to the VASS Accelerator either in form of a ‘basic’ version, or as an advanced ‘‘proof of concept” version (“Services”). The use of Contentful CMS and SAP Commerce Cloud software is subject to the terms and conditions as published on their respective websites.

4. License.  

        a) VASS grants Customer, subject to full payment of the compensation and fees under the respective SOW, a non-exclusive, worldwide, irrevocable, paid-up license to access, use, execute, reproduce, display, distribute, perform, modify and enhance the VASS Accelerator either in form of a ‘basic’ version or as an advanced ‘‘proof of concept” version, according to the intended purpose for Customer’s business, including the right to sublicense to Customer’s subsidiaries.

        b) All copyrights and industrial property rights as well as any other rights to the VASS Accelerator and the documentation remain with VASS or its licensors. The Customer must not remove or change manufacturer information - in particular copyright notices. The Customer may only exceptionally reproduce, revise, translate or convert the VASS Accelerator from the object code into the source code to the extent expressly permitted by law. Any other form of reproduction, revision, translation, distribution or other use of the VASS Accelerator or sublicensing by the Customer is not permitted.

5. Cooperation duties of the Customer.

        a) The Customer is solely responsible for acquiring licenses, rights or services from SAP and Contentful (such as for example licenses for SAP Commerce Cloud and Contentful CMS) that are necessary for the use of the VASS Accelerator.

        b) The Customer must also provide for other requirements that may be necessary for the operation of the VASS Accelerator or that VASS may reasonably require.

        c) The Customer must abide by the license terms and conditions of SAP, Contentful and/or other licensors (if the case may be) considering that those licenses may be necessary for the use of the VASS Accelerator

6. Compensation. 

Customer agrees to compensate VASS and reimburse VASS for the Services completed and for the license rights granted as set forth in the SOW that references these VASS Accelerator T&Cs. Payment is to be made net 30 days from the date of VASS’ invoice.

7. Changes in the Work. 

Customer may, at any time, request additions, deletions, or revisions in the Services.  These will become binding by Change Orders to be agreed by the parties in accordance with the Change Order Procedure as set forth in the SOW.  Upon receipt of a Change Order approved by VASS, VASS shall proceed with the Services as revised.  All such Services shall be executed under the terms and conditions of these VASS Accelerator T&Cs.  If any Change Order causes an increase or decrease in the Services to be performed or the scheduled completion date, an equitable adjustment will be made by mutual agreement.  

8. Relationship of VASS and Customer. 

VASS and Customer are independent companies and shall not be deemed joint venturers or partners of one another.  Rather, VASS shall remain, at all times, an independent contractor working for, but not as an employee of, Customer.  Neither VASS nor Customer shall expressly or impliedly enter into any contract for, or in the name of, the other, or otherwise act on behalf of or hold itself out as an agent or representative of the other.  

9. Proprietary Information. 

Each of the parties acknowledges the proprietary interest in and title to all confidential and proprietary information of the other party, including documentation, training materials, data, drawings, designs, procedures, trade secrets, know-how, process or information of the other party, which is not otherwise part of the public domain (collectively “Proprietary Information”).  Unless otherwise required by law, neither party shall disclose, transfer or otherwise make available Proprietary Information of the other party to any third party for any reason.  Accordingly, either party may seek and obtain any legal or equitable remedies available to it to prevent the unauthorized disclosure of the Proprietary Information, including but not limited to injunctive relief.  Upon termination of the last concluded SOW under these VASS Accelerator T&Cs, all Proprietary Information (including but not limited to written materials) furnished by the other party shall be returned to that other party; provided, however, that all work product produced by VASS hereunder shall be considered Proprietary Information of Customer under this paragraph.   

10. Warranty.  

        a) Up to acceptance of the Services VASS warrants that its Services shall be performed consistent with generally accepted industry standards and will be of a quality conforming to standards generally accepted in the field. In case of the VASS Accelerator, only deviations from the owed quality proven and reproducible by the Customer shall be deemed to be quality defects. A quality defect does not exist if it does not occur in the version of the VASS Accelerator last provided to the Customer, the use of which is reasonable for the Customer.  

        b) For any breach of this warranty, Customer’s sole and exclusive remedy shall be, at Customer’s sole option, reperformance of the unsatisfactory Services.

        c) Upon acceptance of the Services and the VASS Accelerator by Customer, VASS offers and Customer may sign up for additional support that may include bug fixes, updates, patches to improve functionality, or address specific issues, as to be agreed between VASS and Customer from time to time.

        d) VASS MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR ANY OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THESE VASS ACCELERATOR T&CS AND ANY SOW CONCLUDED HEREUNDER AND THE SERVICES AND LICENSES PROVIDED OR GRANTED HEREUNDER.

11. Limitation of Liability. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW EACH PARTY’S LIABILITY SHALL BE LIMITED AS FOLLOWS:

        a) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

        b) UNDER NO CIRCUMSTANCES SHALL VASS BE LIABLE FOR DAMAGES IN EXCESS OF THE TOTAL COMPENSATION UNDER THE SOW (INCLUDING ANY CHANGE ORDERS THERETO) UNDER WHICH THE RESPECTIVE CLAIM IS MADE.  

12. Force Majeure.

Neither party shall be responsible for any inability or failure to comply with the terms of these VASS Accelerator T&Cs or any SOW concluded hereunder due to causes beyond its reasonable control and without the negligence or malfeasance of such party.  These causes shall include, but not be restricted to:  fire, storm, flood, earthquake, explosion, acts of the public enemy, war, rebellion, insurrection, mutiny, sabotage, epidemic, quarantine restrictions, labor disputes, embargoes, acts of God, acts of the United States or any other government, including the failure of any government to grant export or import licenses or permits.

13. Termination for Default.  

        a) Either party may terminate an SOW concluded under these VASS Accelerator T&Cs upon the occurrence of one or more of the following events:

                (i) The failure of a party to comply with any material term or condition of these VASS Accelerator T&Cs or an SOW concluded hereunder after the non-defaulting party has provided the other party fifteen (15) calendar days prior written notice specifying the nature of such default and the defaulting party fails to commence to cure such default within such fifteen (15) day period, or if a longer time is required by a party, then from that agreed upon time period, which shall not be unreasonable; or

                (ii) The dissolution or liquidation of the other party, the insolvency or bankruptcy of the other party, the institution of any proceeding by or against the other party under the provisions of any insolvency or bankruptcy law; the appointment of a receiver of any of the assets or property of the other party, or the issuance of an order for an execution on a material portion of the property of the other party pursuant to a judgment

        b) Payment for Services upon Termination. 

In the case of any termination of an SOW hereunder Customer shall pay VASS for all Services performed and licenses granted, and, if applicable, accepted, but not yet paid for, based upon the terms, conditions and prices set forth in the SOW.  Customer will not be liable for any costs resulting directly from termination nor any outstanding obligations of VASS with respect to the Services.

        c) Effect of Termination.  Upon any termination of an SOW under these VASS Accelerator T&Cs, the following Sections shall survive: 6, 7, 8, 9, 10, 11, 12, 13, 14 and 17.  Upon termination, each party shall immediately return to the other party, or destroy, all Proprietary Information disclosed to it hereunder and certify in writing to the other party that, to the best of the certifying party’s knowledge, all Proprietary Information has been returned or destroyed.

14. Retention of Records.

All records pertaining to Services provided under any Statement of Work will be maintained for 7 years after the termination or completion of such Services.  

15. Governing Law. 

These VASS Accelerator T&Cs and any SOW concluded hereunder shall be governed by and interpreted in accordance with the laws of the state of Texas excluding conflict of law principles thereof. Venue shall be in a court of competent jurisdiction in Dallas County, Dallas, Texas and each party hereby consents to the jurisdiction and venue of such courts for such purposes.

16. Notices. 

Any notice required or permitted to be given hereunder shall be deemed sufficient if made in writing and deposited in the postal service of the sender’s location, postage prepaid, registered or certified mail, or sent via a nationally recognized overnight carrier and addressed to the other party at the address first set forth above.

17. Severability. 

The invalidity, illegality or unenforceability of any provision of these VASS Accelerator T&Cs or any SOW concluded hereunder shall not affect the validity, legality, or enforceability of any other provision of these VASS Accelerator T&Cs or the SO (as applicable), which shall remain in full force and effect.

18. Binding Effect. 

These VASS Accelerator T&Cs and any SOW concluded hereunder shall inure to the benefit of and shall be binding upon Customer and VASS and their respective successors and assigns.

19. Entire Agreement. 

These VASS Accelerator T&Cs, including all applicable SOWs and Schedules thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter.  No modifications, amendments, or supplements to these VASS Accelerator T&Cs or any SOW concluded hereunder shall be effective for any purpose unless in writing and signed by the parties.  In the event of any inconsistencies between these VASS Accelerator T&Cs and a SOW, the SOW shall take precedence over these VASS Accelerator T&Cs.  

VASS America Inc., December 2024, Version 1.0