Vamp Software License and Services Agreement

THIS SOFTWARE LICENSE AND SERVICES AGREEMENT (“AGREEMENT”) IS BETWEEN
VAMP.IO BV (“VAMP”), A DUTCH CORPORATION HAVING A PLACE OF BUSINESS AT
RAAMGRACHT 6, 1011 KK AMSTERDAM AND THE PARTY AGREEING TO THE TERMS OF
THIS AGREEMENT (“CUSTOMER”). THIS AGREEMENT CONTAINS THE TERMS FOR USE
OF VAMP’S SOFTWARE BY CUSTOMER, AND THE TERMS FOR PROVIDING SUPPORT
AND PROFESSIONAL SERVICES BY VAMP TO CUSTOMER. BY ISSUING AN ORDER THAT
REFERENCES THIS AGREEMENT, CLICKING AN “ACCEPT” OR SIMILAR BUTTON ON THE
VAMP WEBSITE (WWW.VAMP.IO), OR OTHERWISE DOWNLOADING OR USING THE
SOFTWARE, CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
CUSTOMER CANNOT USE THE SOFTWARE WITHOUT AGREEING TO THIS AGREEMENT
FIRST. IF A WRITTEN AGREEMENT REGARDING CUSTOMER’S USE OF THE SOFTWARE
EXISTS BETWEEN AND HAS BEEN EXECUTED BY BOTH VAMP AND CUSTOMER, THE
TERMS OF THAT WRITTEN AGREEMENT SHALL TAKE PRECEDENCE OVER THIS
AGREEMENT.

1. Definitions
“Affiliate” means, with respect to a party, any entity which directly or indirectly Controls, is
Controlled by, or is under common Control with such party.
“Confidential Information” has the meaning set forth in Section 10.
“Control” means ownership or control, directly or indirectly, of more than 50% of the voting
interests of the subject entity.
“Customer” means the Party entering into this Agreement.
“Customer Product” means the product that Vamp will create, develop and/or deliver as part of
Professional Services to be rendered to Customer by Vamp.
“Documentation” means the description of the Software, Support Services and Professional
Services purchased by Customer, as stated on https://vamp.io/support/.
“Effective Date” means the effective date referenced on the initial Order or if no effective date
is referenced, the date of the initial Order.
“Fees” mean the fees payable by Customer for the License, Support and/or Professional
Services, as specified in an Order and, if applicable, a SOW.
“Free Software” means any open source or free software components that may be part of the
Software and Vamp Materials.

"Intellectual Property Rights" means all intellectual property rights, whether registrable or un-
registrable, registered or unregistered, including any (right of) application for such rights. These

Intellectual Property Rights include but are not limited to copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade-
marks, service marks, patents, models, semi-conductor topography rights and rights in designs;

“License” means a license, provided by Vamp as licensor to a Customer, for use of the
Software under the terms of this Agreement.
“Order” means a written or online order for Licenses, Support Services or Professional
Services, in a form acceptable to Vamp, specifically incorporating this Agreement by reference.
“Professional Services” means the specific work requested and identified in an Order and
further specified in a SOW, not being Support Services.
“Software” means any Vamp software programs (in object code format) licensed by Vamp to
Customer together with all Updates, as further described in the Documentation and an Order.
“Software Warranty” means Vamp’s warranty to Customer that the Software performs
substantially in accordance with all material aspects as described in the Documentation, as
further specified in clause 9.
“SOW” means a statement of work, defining the scope, deliverables, timelines, fees and
payment schedule for the agreed Professional Services.
“Support Services” means the installation, configuration, implementation, training and/or
ongoing support as described in section 6, to be provided by Vamp to Customer, as requested
and specified in an Order. Vamp may offer different plans for Support Services, available in
combination with a specific License edition.
“Taxes” means any direct or indirect local, national or foreign taxes, levies, duties or similar
governmental assessments of any nature, including value-added, sales, use or withholding
taxes.
“Term” means, with respect to a License or Support Services plan, initially twelve (12) months,
commencing on the Effective Date, which may be extended pursuant to Section 13. A License
provided on trial or pilot basis may have a different Term, as specified in an Order.
“Updates” means all Software updates and enhancements that Vamp generally makes
available at no additional charge to its customers of the Software licensed hereunder, provided
that the customers have fulfilled their payment obligations towards Vamp.
“Users” means Customer’s and its Affiliates’ employees, agents, contractors, and consultants
who are authorized by Customer to use the Software.

2. License
2.1. Subject to the terms of the Agreement, Vamp grants Customer and its Affiliates a non-
exclusive, non-transferable (except to a successor in interest as permitted hereunder)

License to use the Software listed in an Order during the Term. Vamp offers Licenses for
different editions of the Software, as described in an Order and the Documentation.
2.2. Customer’s rights to use the Software are further limited in accordance with the restrictions contained in an Order and the Documentation.
2.3. The License granted in clause 2.1 does not apply to Free Software that may be part of the Software. Upon Customer’s request, Vamp shall provide a list of Free Software
included in the Software, if any. Free Software is licensed to Customer directly by the Free Software’s rights holders, under their applicable license terms. To the extent such
terms prohibit any of the restrictions in this Agreement, such restrictions will not apply to the Free Software.

3. Updates
3.1. Updates may consist of:
a) Software edition updates, fixes, security alerts and critical patch updates.
b) Tax, legal and regulatory updates (availability may vary by country and/or edition of the Software).
c) Upgrade scripts (availability may vary by edition of the Software).
d) Certification with most new third-party products/versions (availability may vary by
Software edition).
e) Major product and technology releases, if and when made available at Vamp’s
discretion, which may include general maintenance releases, selected functionality releases and documentation updates.

4. Customer responsibilities
4.1. Customer is responsible for all activities conducted under its User logins. In addition, Customer is responsible for obtaining and maintaining any customer premise equipment, ancillary software and/or services needed to connect to, access or otherwise use the Software.
4.2. Customer shall use the Software solely for its internal business purposes, in compliance
with this Agreement and applicable law, and shall not:
a) Resell, sublicense, lease, time-share or otherwise make the Software available to any third party;
b) Process, send, or store infringing or unlawful material using the Software;
c) Attempt to gain unauthorised access to, or disrupt the integrity or performance of the
Software or the data contained therein;
d) Modify, copy or create derivative works based on the Software
e) Reverse engineer, decompile, or otherwise attempt to derive source code from any
portion of the Software; or
f) Use the Software, or permit them to be used, for purposes of product evaluation,
benchmarking or other comparative analysis intended for publication without Vamp’s
prior written consent.

4.3. Customer is responsible for monitoring Customer’s use of the Software. Customer
acknowledges and agrees to proactively share information regarding Customer’s use of
the Software for License compliance and Support purposes. This information includes
the report of Vamp usage statistics provided in the Vamp Enterprise Edition Usage
Dashboard. Based on this reported usage report, Vamp will calculate monthly fees.
Usage statistics are measured based on the amount of vCPU controlled by Vamp
Gateway Agents.
4.4. Customer will send the information described in 4.3 monthly via email to
vampusage@vamp.io, ultimately on the 28th day for the previous month. If no usage is
received by the 28th of the month, Vamp will assume the usage to be equal to the
previous month. When usage is received the highest reported amount is assumed for the
whole of the previous missing period(s).

5. Professional Services
5.1. Vamp will provide Professional Services as specified in and at the rates set forth in an
Order and the SOW. The SOW begins on the start date, and shall remain in effect for the
term length stated in the SOW. Vamp will start with delivering the Professional Services
on the start date mentioned in the SOW.

5.2. Customer acknowledges that Vamp’s performance of the Professional Services is
contingent on Customer’s timely collaboration and delivery of required materials in
connection with the Professional Services.
5.3. Vamp will assign the personnel that performs the Professional Services. Vamp may use
Vamp Affiliates or other sufficiently qualified contractors to provide the Professional
Services to Customer, provided that Vamp shall remain responsible to Customer for the
performance thereof. Customer may request Vamp, with specific reasons stated, to
replace personnel or contractors assigned by Vamp, whereby Vamp’s consent is not to
unreasonably withheld.
5.4. Vamp is not obligated to provide Professional Services as long as Customer is not
current on payment of all Fees due to Vamp under this Agreement.
5.5. Professional Services shall be performed by Vamp from 9:00 A.M. until 5:00 P.M. in the
local time zone where the Professional Services are being performed by Vamp, Monday
through Friday excluding local statutory holidays, and any additional holidays that Vamp
grants to its employees.

6. Support Services
6.1. Vamp offers its Customers different Support Services plans, as described in the
Documentation. The Support Services plan ordered by Customer, if any, is listed on the
Order and delivered by Vamp in accordance with the terms of this Agreement and
Vamp’s Support Services Terms and Conditions as made available on: www.vamp.io/
downloads/support-T&Cs.
6.2. Vamp is not obligated to provide the Support Services as long as Customer is not current
on payment of all fees due to Vamp under this Agreement.
6.3. Customer will follow the appropriate process to place service requests for Support in
accordance with the applicable Support Services plan. Details of the process for service
requests can be found in the Vamp Service Support Terms & Conditions.
7. Ownership
7.1. Customer shall retain all ownership rights regarding Customer’s data passing though,
stored by or generated by the Software.
7.2. Vamp shall have and retain all Intellectual Property Rights regarding the Software.
7.3. Vamp can use any suggestions, enhancement requests, recommendations, or other
feedback provided by Customer or its Users relating to the operation of the Software,
without any obligations or restrictions, including intellectual property rights.

7.4. Vamp will remain the owner of any Intellectual Property Rights associated with the
products developed and delivered by Vamp to Customer in the course of performing
Professional Services, unless specifically agreed otherwise in the Order and SOW.
Vamp hereby grants Customer a non-exclusive, worldwide, perpetual, royalty-free
license to use these products in the course of its regular business, with no right to grant
sub-licenses, subject to Customer’s payment in full under the SOW.
7.5. Unless otherwise agreed in a SOW, Free Software may be included in, or necessary for
Customer to use the Customer Products, but is excluded from Customer's ownership
rights. Vamp may (a) obtain the necessary licenses for Free Software on Customer's
behalf, (b) incorporate Free Software in the Customer Product, and (c) submit back to
open source libraries any improvements made to the Free Software during the course of
performing the Professional Services, to the extent such submissions do not violate the
confidentiality obligations set forth in article 11.
7.6. Materials (including tools that are used to deliver the Professional Services) that are not
owned or created by Vamp, other than Free Software, may be included in, or necessary
for Customer to use the Customer Product, but are excluded from Customer's ownership

rights. Customer is solely responsible for obtaining the necessary licenses to these third-
party materials and liable for their use.

7.7. No license, right or interest in any Vamp or Customer trademark, copyright, trade name
or service mark is granted hereunder.

8. Fees
8.1. The Fees for the License and Support Services are as stated in the Order. These Fees
are due on monthly basis, and Vamp will charge these to Customer with a monthly
invoice made available to Customer at the start of each month. The first invoice for
Licenses and Support Services plans is sent on the Effective Date for (the remainder of)
that month.
8.2. Upon the acceptance of an Order by Vamp, payment obligations are non-cancelable and
upon payment, all payments made by Customer are non-refundable.
8.3. In the event Customer places additional Orders for Licenses and/or Support Services
during the Term of an already ordered License, the Term of the additional Licenses and
Support Services plans ordered will follow the Term of the earlier License ordered and
the following anniversary of the Effective Date will be the same for all Licenses and
Support Services plans ordered.
8.4. If Customer is late in providing the information on its use of the Software, as described in
article 4, for the period that Customer is late in providing the information Vamp, Vamp
can charge Customer the Fees based on the highest actual usage during that period, as
specified in article 4.4.

8.5. The Fees for Professional Services as stated in the Order and SOW are an indication
only and based on Vamp’s best estimate at the time of the Order. Vamp will charge
Customer the Fees for Professional Services against the applicable rates stated in the
Order and SOW, through an invoice sent at the end of each calendar month, based on
actual time and material spent during that month. Vamp will notify customer if it becomes
clear that there will be a significant difference between the Fees as quoted in the Order
and SOW, and the Fees already invoiced and still expected to be due based on actual
time and material spent. If necessary, Parties will then discuss in good faith, and agree
on, a revised scope and planning of the Professional Services.
8.6. As exception to article 8.5, Vamp will charge Customer for the Professional Services
based on a fixed price and/or payment schedule if this is explicitly stated and agreed
upon in the Order and SOW.
8.7. Vamp’s standard payment term for its invoices is 30 days.
8.8. In the event Customer is late with payment of Fees, Vamp will inform Customer about
late payment. Customer will then have 10 business days before failure and late payment
can be claimed by Vamp and suspension or late charges can be executed.
8.9. Any payment of Fees not received from Customer by the due date may accrue (except
for amounts then under reasonable and good faith dispute) late charges at the rate of
1.5% of the outstanding balance per month, or the maximum rate permitted by law,
whichever is lower, from the date such payment was due until the date of payment in full.
8.10. Failure to make payments in accordance with this Section may result in suspension of
Customer’s ability to access the Software and/or receive Support until payment is made
in full.
8.11. Unless explicitly stated otherwise, the Fees stated in the Documentation, Order and/or
SOW are excluding of any taxes. Customer is responsible for paying all applicable taxes,
including VAT, associated with its purchases hereunder.
8.12. Vamp may increase or decrease the Fees annually as per January 1st of each new year.
Then, the adjusted Fees will apply for all existing Licenses and Support Services as per
January 1st, provided that Vamp notifies Customer about the change of the Fees
ultimately on November 1st in the current year. In addition, Vamp may increase or
decrease the Fees as per the anniversary of the Effective Date, provided that Vamp
notifies Customer about the change of the Fees ultimately [60] days prior to the
anniversary of the Effective Date.
8.13. Vamp will not increase the Fees for the enterprise edition of the License with more than
3% per year.

9. Warranties
9.1. Each Party represents and warrants that it:
a) Has the legal power to enter into and perform under this Agreement; and
b) Shall comply with all other applicable laws in its performance hereunder.
9.2. Vamp warrants that it will provide the Support Services and Professional Services in a
professional and workmanlike manner consistent with good industry standards and
practices. As Customer’s sole and exclusive remedy and Vamp’s entire liability for any
breach of the foregoing warranties, Vamp will re-perform the Support Services and
Professional Services, or, if Vamp is unable to do so, return the Fees paid to Vamp for
such deficient Support Services and Professional Services.
9.3. The Software Warranty applies as of the Effective Date after delivery of the Software
licensed hereunder. The Software Warranty does not apply to Software that: (a) has
been (partially) installed or modified by another party than Vamp, without prior written
authorization from Vamp to do so or (b) has been used in a manner other than as
authorized under the Agreement. As Customer’s sole and exclusive remedy and Vamp’s
entire liability for any breach of the foregoing warranty, Vamp will repair or replace any
nonconforming Software so that it operates as warranted or, if Vamp is unable to do so,
terminate the License for such Software and return the unused License Fees paid to
Vamp for the nonconforming Software. Any claim submitted under this Section 9.3 must
be submitted in writing to Vamp within the specified warranty period.
9.4. Customer represents and warrants to Vamp that (a) Customer owns or controls all rights
in and to all Customer information and materials provided by or on behalf of Customer to
Vamp pursuant to a SOW, including all rights to exploit all such Customer information
and materials worldwide without encumbrance or restriction. Customer grants to Vamp a
non-exclusive, non-transferable, worldwide license to make, use, modify, reproduce, and
prepare derivative works of Customer information and materials, solely for the purpose
of performing the Professional Services, with no right to grant sub-licenses.
9.5. Except as expressly provided herein, neither Party makes any warranties of any kind,
whether implied, statutory or otherwise, including any warranties of fitness for a
particular purpose. Vamp does not warrant the operation of the Software and results of
the Support Services and Professional Services will be uninterrupted or error-free.

10. Indemnity
10.1. Vamp shall defend, indemnify and hold Customer harmless against any loss, damage or
costs (including reasonable attorneys’ fees) incurred in connection with claims or
proceedings (“Claims”) made or brought against Customer by a third party alleging that
the use of the Software infringes intellectual property rights of such third party, provided
that Customer (a) promptly gives written notice of the Claim to Vamp; (b) gives Vamp sole control of the defence and settlement of the Claim (provided that Vamp may not
settle any Claim unless it unconditionally releases Customer of all liability); and (c)
provides to Vamp, at Vamp’s cost, all reasonable assistance.
10.2. Vamp may, at its sole option and expense: (i) procure for Customer the right to continue
using the Software under the terms of this Agreement; (ii) replace or modify the Software
to be non-infringing without material decrease in functionality; or (iii) if the foregoing
options are not reasonably practicable, terminate the License for the infringing Software
and refund Customer the prepaid fees for the remainder of the then-current Term after
the date of termination.
10.3. Vamp shall have no liability for any Claim to the extent the Claim is based upon (i) the
use of the Software in combination with any other product, service or device not
furnished, recommended or approved by Vamp, if such Claim would have been avoided
by the use of the Software, without such product, service or device; or (ii) Customer’s
use of the Software other than in accordance with this Agreement.
10.4. The provisions of this Section 10 set forth Vamp’s sole and exclusive obligations, and
Customer’s sole and exclusive remedies, with respect to infringement or
misappropriation of third party intellectual property rights of any kind.

11. Confidentiality
11.1. As used herein, “Confidential Information” means all confidential and proprietary
information of a Party (“Disclosing Party”) disclosed to the other party (“Receiving
Party”), whether orally or in writing, that is designated as confidential or that reasonably
should be understood to be confidential given the nature of the information and the
circumstances of disclosure, including the terms and conditions of this Agreement
(including pricing and other terms reflected under this Agreement), the Software,
Documentation, business and marketing plans, technology and technical information,
product designs, and business processes. Confidential Information shall not include any
information that:
a) Is or becomes generally known to the public without breach of any obligation owed to
Disclosing Party;
b) Was known to Receiving Party prior to its disclosure by Disclosing Party without
breach of any obligation owed to Disclosing Party;
c) Was independently developed by Receiving Party without breach of any obligation
owed to Disclosing Party; or
d) Is received from a third party without breach of any obligation owed to Disclosing
Party.

11.2. Receiving Party shall not disclose any Confidential Information of Disclosing Party for
any purpose outside the scope of this Agreement, except with Disclosing Party’s prior
written consent. Receiving Party shall protect the confidentiality of Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own
confidential information of like kind (but in no event using less than reasonable care).
Notwithstanding the foregoing, Vamp may use, for its business purposes, usage data
generated by the use of the Software in anonymized format.
11.3. Each Party represents and warrants that it will collect, maintain and handle all personal
data received from the other Party in compliance with all applicable data privacy and
protection laws.
11.4. Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual
or reasonably suspected breach of confidentiality of Disclosing Party’s Confidential
Information.
11.5. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing
Party, Receiving Party shall provide Disclosing Party with prior notice of such compelled
disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing
Party’s cost, if Disclosing Party wishes to contest the disclosure.
11.6. The confidentiality obligations as described in this Section 11 will survive the termination
of this Agreement for a period of 3 years.

12. Limitation of liability

12.1. Except: (a) for Party’s indemnification obligations as described in article 10; (b) for
Customer’s failure to pay any of the Fees due under this Agreement; (c) in the event of
either Party’s unauthorized use, violation of the other Party’s Intellectual Property Rights;
or (d) either Party’s material breach of section 11 (Confidentiality), in no event shall either
Party’s aggregated liability arising out of this Agreement exceed the Fees paid to Vamp
during 12 months prior to when the claim accrued.
12.2. Except with respect to claims regarding violation of Vamp’s Intellectual Property Rights,
in no event a Party will have any liability towards the other Party for any lost profits or for
any indirect, special, incidental, punitive or consequential damages however caused and
whether or not the Party has been advised of the possibility of such damages.

13. Term and termination
13.1. This Agreement commences on the Effective Date and continues until all Licenses granted and Support Services and Professional Service ordered under this Agreement
have, as the case may be, expired, delivered or terminated.
13.2. The Term for Licenses and Support Services plans shall automatically renew, unless

Customer terminates a License or Support Services plan against the end of the then-current Term, with at least 30 days prior notice.

13.3. The terms of this Agreement will apply to Software licensed during a trial or pilot period, as stated in the Order. This Agreement will terminate and Customer’s License and right to use the Software will cease at the end of such trial or pilot period unless Parties agree to extend the trial or pilot period or Customer orders a License upon expiration of the trial or pilot period.
13.4. Customer can terminate the Licenses and Support Services per January 1st of the coming year in case Vamp has informed Customer of an increase of the Fees as per that date in accordance with article 8.11, provided that Vamp received notice from Customer specifying the License(s) and Support Services plan(s) to be terminated, ultimately on November 30th of the current year.
13.5. A Party may terminate this Agreement for cause: (a) upon 30 days written notice to the other Party of a material breach of this Agreement if such breach remains uncured at the expiration of such period; (b) immediately upon written notice if the other Party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; and (iii) as otherwise provided herein.
13.6. The Parties’ rights and obligations under Sections 7, 8, 9.4, 10, 11, 12 13.3, 13.4 and 14 shall survive termination of this Agreement.
13.7. Within 30 days after termination of this Agreement, Customer shall remove and destroy
all copies of the Software, Updates, and Documentation in any form. Vamp and Customer can agree to extend this period upon agreement on License terms and Fees covering this extension period.

14. General
14.1. The Parties are independent parties, and no partnership, franchise, joint venture,
agency, fiduciary or employment relationship between the Parties is created hereby.
There are no third-party beneficiaries to this Agreement.
14.2. Notices shall be in writing with email permitted.
14.3. Each Party, with prior approval which shall not be unreasonably withheld, may include the other’s name in its customer or vendor lists.
14.4. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by Customer and Vamp. To the extent of any conflict between this Agreement and any other schedule or attachment, this Agreement shall prevail unless expressly stated otherwise.
14.5. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best
to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.
14.6. Neither Party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to a natural disaster, actions or decrees of governmental bodies or communications line failure which (a) hinders, delays or prevents a Party in performing any of its obligations, and (b) is beyond the control of, and without the fault or negligence of, such Party, and (c) by the exercise of reasonable diligence such Party is unable to prevent or provide against (“Force Majeure Event).
14.7. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety, without consent of the other Party, to its successor in interest in connection with a merger, re-organization, or sale of all or substantially all assets or equity not involving a direct competitor of the other Party. Any attempted assignment in breach of this Section shall be void. This Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
14.8. This Agreement shall be governed exclusively by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The Parties hereby consent to the exclusive jurisdiction of the courts located in Amsterdam, The Netherlands, for resolution of any disputes arising out of this Agreement.