THIS MASTER LICENSE AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF EVA SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. 
BY ACCEPTING THIS AGREEMENT, BY (1) SIGNING THIS AGREEMENT, (2) EXECUTING AN SOW THAT REFERENCES THIS AGREEMENT AND (3) SIGNING THE DATA PROCESSING ADDENDUM, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM ”CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATIES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose. 
NEW BLACK’s or EVA Services direct competitors are prohibited from accessing the Services, except with NEW BLACKS prior written consent. 
This agreement was last updated in October 2021. It is effective between Customer and NEW BLACK as of the date of Customer accepting this Agreement.

DEFINITIONS
Affiliate. means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
Agreement. means this Master Agreement including the Appendices, could also be called the User License for the EVA Services.
Content. means information obtained by NEW BLACK from publicly available sources or its third-party content providers and made available to Customer through the Services, or pursuant to a Statement of Work, as more fully described in the Documentation.
Customer. means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Statement of Works.
Customer Data. means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-EVA Applications.
Devices. means electronic equipment that is adapted for the purpose of the EVA services, such as an iPod, iPhone, iPad, or any other electronic equipment with the option to Create, Read, Update or Delete data in the EVA Services.
Documentation. means the applicable Governance, Risk & Compliance documentation at www.newblack.io/privacy and its usage guides and policies, as updated from time to time, accessible via NEW BLACK.
Non-EVA Application. means a web-based, mobile, offline or other software application functionality that interoperates with a Service, that is provided by Customer or a third party and/or is built on top of EVA SDK or EVA API under similar designation. Non-EVA Applications, other than those obtained or provided by Customer, will be identifiable as such.
Statement of Work. means a document specifying the customization, configuration and implementation of the scope of the Services to be provided hereunder that is entered into between Customer and NEW BLACK or any of their Affiliates, including any addenda and supplements thereto. By entering into a Statement of Work hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
Services. means the products and services that are ordered by Customer under a Statement of Work and made available online by NEW BLACK including associated EVA offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-EVA Applications.
NEW BLACK. means the NEW BLACK company described in the “NEW BLACK Contracting Entity, Notices, Governing Law, and Venue” section below.
User. means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use an EVA Service, for whom Customer has acquired a license, and to whom Customer (or, when applicable, NEW BLACK at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.
NEW BLACK RESPONSIBILITIES
Provision of Purchased Services. NEW BLACK will (a) make the Services and Content available to Customer pursuant to this Agreement, and the applicable Statement of Work, Data Processing Addendum and Documentation, (b) provide applicable NEW BLACK standard support (see details in Annex B.) for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which NEW BLACK shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond NEW BLACKs reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving NEW BLACK employees), Internet Service Provider failure or delay, Non-EVA Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to NEW BLACK’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, the Documentation and the applicable Statement of Work.
Protection of Customer Data. NEW BLACK will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). Except with respect to a test environment and staging environment, the terms of the data processing addendum (“DPA”) are hereby incorporated by reference and shall apply to the extent Customer Data includes Personal Data, as defined in the DPA. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by NEW BLACK, the Standard Contractual Clauses shall apply, as further set forth in the DPA. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer's acceptance of this Agreement, and an applicable Affiliate's execution of a Statement of Work shall be treated as its execution of the Standard Contractual Clauses and Appendices. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, NEW BLACK will make Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period, NEW BLACK will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
NEW BLACK Personnel. NEW BLACK will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with NEW BLACKS obligations under this Agreement, except as otherwise specified in this Agreement.
Compliance Notice. NEW BLACK shall inform to inform the Customer if there are any fiscalization or GDPR updates needed in the EVA Services. The scope for the compliance notices is only focused on the EVA Services. For the matter of any doubt, any Non-EVA application will not be included in this Notice. However, Customer is accountable & responsible for the correct implementation of the compliance in the Retail operation and/or in the Non-EVA Applications. 
USE OF SERVICES AND CONTENT
Licensees. Unless otherwise provided in the applicable Statement of Work or Documentation, Purchased Services and access to Content are purchased as licenses, Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by NEW BLACK regarding future functionality or features.
Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Statement of Works, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-EVA Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify NEW BLACK promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, DPA, Statement of Work, and applicable laws and government regulations, and (e) comply with terms of service of any Non-EVA Applications with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that in NEW BLACK’s judgment threatens the security, integrity or availability of EVA’s services, may result in NEW BLACKS’s immediate suspension of the Services, however NEW BLACK will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
Usage Restrictions. Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in a Statement of Work or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-EVA Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-EVA Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of NEW BLACK’s intellectual property except as permitted under this Agreement, a Statement of Work, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in a Statement of Work or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build and make commercially available a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or () determine whether the Services are within the scope of any patent.
Removal of Content and Non-EVA Applications. If Customer receives notice that Content or a Non-EVA Application must be removed, modified and/or disabled to avoid violating applicable law or third-party rights, Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in NEW BLACKS’s judgment continued violation is likely to reoccur, NEW BLACK may disable the applicable Content, Service and/or Non-EVA Application. If requested by NEW BLACK, Customer shall confirm such deletion and discontinuance of use in writing and NEW BLACK shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if NEW BLACK is required by any third-party rights holder to remove Content or receives information that Content provided to Customer may violate applicable law or third-party rights, NEW BLACK may discontinue Customer’s access to Content through the Services.
NON-EVA PRODUCTS AND SERVICES
Non-EVA Products and Services. NEW BLACK or third parties may make available third-party products or services, including, for example, Non-EVA Applications and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-EVA provider, product or service is solely between Customer and the applicable Non-EVA provider. NEW BLACK does not warrant or support Non-EVA Applications or other Non-EVA products or services, whether or not they are designated by NEW BLACK as “certified” or otherwise, unless expressly provided otherwise in a Statement of Work. NEW BLACK is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-EVA Application or its provider.
Integration with Non-EVA Applications. The Services may contain features designed to interoperate with Non-EVA Applications. NEW BLACK cannot guarantee the continued availability of such Service features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-EVA Application ceases to make the Non-EVA Application available for interoperation with the corresponding Service features in a manner acceptable to NEW BLACK.
FEES & PAYMENT
Fees. Customer will pay all fees specified in Annex A. Except as otherwise specified herein or in a License Form, (i) fees are based on Services and Content License purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant License term.
Invoicing and Payment. Customer will provide NEW BLACK with a valid purchase order or alternative document reasonably acceptable to NEW BLACK. Such license fee stated in Annex A, shall be made in advance, either annually or in accordance with any different billing frequency stated in Annex A. NEW BLACK will invoice Customer in advance and otherwise in accordance with the relevant Annex A. Unless otherwise stated in Annex A, invoiced fees are due net 14 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to NEW BLACK and notifying NEW BLACK of any changes to such information.
Overdue Charges. If any invoiced amount is not received by NEW BLACK by the due date, NEW Black will send a notice to the Customer with a reminder. Then, without limiting NEW BLACK’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. If the Customer does not pay even though BLACK has sent a reminder, NEW BLACK may condition future Statements of Work on payment terms shorter than those specified in the “Invoicing and Payment” section above.
Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for Services is 30 days or more overdue, NEW BLACK may, without limiting its other rights and remedies, after having sent a notice with a reminder, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, NEW BLACK will give Customer at least 31 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.
Payment Disputes. NEW BLACK will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
Taxes. NEW BLACK's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added taxes, sales tax, use taxes or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If NEW BLACK has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, NEW BLACK will invoice Customer and Customer will pay that amount unless Customer provides NEW BLACK with a valid tax exemption certificate authorized by the appropriate taxing authority. 
PROPRIETARY RIGHTS AND LICENCES
Reservation of Rights. Subject to the limited rights expressly granted hereunder, NEW BLACK, its Affiliates, its Licensors and Content providers reserve all of their rights, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. 
Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Statement of Work, this Agreement and the Documentation.
License by customer to NEW BLACK. Customer grants NEW BLACK, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-EVA Applications and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as necessary for NEW BLACK to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Non-EVA Application with a Service, Customer grants NEW BLACK permission to allow the Non-EVA Application and its provider to access Customer Data and information about Customer’s usage of the Non-EVA application as appropriate for the interoperation of that Non-EVA Application and the Service. Subject to the limited licenses granted herein, NEW BLACK acquires no right, title or interest from Customer or its Licensors under this Agreement in or to any Customer Data, Non-EVA applications or such program code.
License by Consumer to Use Feedback. Customer grants to NEW BLACK and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its service any suggestions, enhancement requests, recommendations, corrections or other feedback provided by customer or Users relating to the operations of NEW BLACK or its Affiliates Services.
CONFIDENTIALITY
Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) 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. Confidential Information of Customer includes Customer Data; Confidential Information of NEW BLACK includes the Services and Content, and the terms and conditions of this Agreement and all Statement of Works (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional EVA services.
Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Statement of Work to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, NEW BLACK may disclose the terms of this Agreement and any applicable Statement of Work to a subcontractor or Non-EVA Application Provider to the extent necessary to perform NEW BLACK’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
NEW BLACK warranties. NEW BLACK warrants that during an applicable license (a) the service will correspond to specifications and information supplied by NEW BLACK. Additionally, the service will adhere to applicable laws and regulations including international conventions, regulatory provisions and valid local standards, including local laws on health, safety, child labor and the protection of the environment, (b) this Agreement, the Statement of Works and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (c) NEW BLACK will not materially decrease the overall security of the Services, (d) the Services will perform materially in accordance with the applicable Documentation, and subject to the “Integration with Non-EVA Applications” section above, NEW BLACK will not materially decrease the overall functionality of the Services that are used by the Customer. A breach of a warranty above, will give the Customer the right to a reasonable remedy, e.g. price reduction, refund or as described in the “Termination” and “Refund or Payment upon Termination” sections below.
Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND (BETA) SERVICES, ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
MUTUAL INDEMNIFICATION
Indemnification by NEW BLACK. NEW BLACK will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third-party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by NEW BLACK in writing of, a Claim Against Customer, provided Customer (a) promptly gives NEW BLACK written notice of the Claim Against Customer, (b) gives NEW BLACK sole control of the defense and settlement of the Claim Against Customer (except that NEW BLACK may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives NEW BLACK all reasonable assistance, at NEW BLACK’s expense. If NEW BLACK receives information about an infringement or misappropriation claim related to a Service, NEW BLACK may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching NEW BLACK’s warranties under “NEW BLACK Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement without additional cost to Customer, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by NEW BLACK, if the Services or use thereof would not infringe without such combination; (3) a Claim Against Customer arises from Services under a Statement of Work for which there is no charge; or (4) a Claim against Customer arises from Content, a Non-EVA Application or Customer’s breach of this Agreement, the Documentation or applicable Statement of Work.
Indemnification by Customer. Customer will defend NEW BLACK and its Affiliates against any claim, demand, suit or proceeding made or brought against NEW BLACK by a third party alleging (a) that any Customer Data or Customer’s use of Customer Data with the Services, (b) a Non-EVA Application provided by Customer, or (c) the combination of a Non-EVA Application provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Statement of Work (each a “Claim Against NEW BLACK”), and will indemnify NEW BLACK from any damages, attorney fees and costs finally awarded against NEW BLACK as a result of, or for any amounts paid by NEW BLACK under a settlement approved by Customer in writing of, a Claim Against NEW BLACK, provided NEW BLACK (a) promptly gives Customer written notice of the Claim Against NEW BLACK, (b) gives Customer sole control of the defense and settlement of the Claim Against NEW BLACK (except that Customer may not settle any Claim Against NEW BLACK unless it unconditionally releases NEW BLACK of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against NEW BLACK arises from NEW BLACK’s breach of this Agreement, the Documentation or applicable Statement of Work.

Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.
LIMITATION OF LIABILITY
Limitation of Liability. NEW BLACK releases the Customer from responsibility and will compensate the Customer for all damages, expenditures, costs and losses, which are caused to the Customer by personal injury, death and property damages, which results from or are attributable to (a) a defective Service; (b) NEW BLACK’s breach of duty in the Agreement and/or a relating framework supply agreement; (c) intent or negligence of Supplier, or (d) failure to comply with any applicable law, statute, regulation, ordinance or notice.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT LIABILITY WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. THIS LIMITATION OF LIABILITY WILL NOT BE APPLIED IF DAMAGES HAVE BEEN CAUSED BY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, INFRINGEMENT OF THIRD-PARTY IP RIGHTS, BREACH OF CONFIDENTIALITY OR IF LIMITATION OF LIABILITY IS NOT PERMITTED BY APPLICABLE LAW. 
Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
TERM & TERMINATION
Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all licenses hereunder have expired or have been terminated.
Term of Purchased License. The term of the license is infinite, unless The Customer want to terminate this Agreement by written notice (email acceptable) with a consideration period of 30 calendar days. NEW BLACK can terminate the Agreement with due consideration for a notice period of 23 months, without prejudice to its rights to Terminate the Agreement sooner.
Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, NEW BLACK will refund Customer any prepaid fees covering the remainder of the term after the effective date of termination. If this Agreement is terminated by NEW BLACK in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to NEW BLACK for the period prior to the effective date of termination.
Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content and Non-EVA Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as NEW BLACK retains possession of Customer Data.
GENERAL PROVISIONS
Entire agreement and Order of precedence. This Agreement is the entire agreement between NEW BLACK and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Statement of Work) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Statement of Work, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes
Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Statement of Works), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, NEW BLACK will refund Customer any prepaid fees covering the remainder of the term of all licenses for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
Escrow Agreement. NEW BLACK takes the continuity for the supplied SaaS solution very seriously and has put multiple professional mechanisms in place to secure this continuity. There is a fully independent legal foundation in place (E-secure Foundation) with the sole purpose to guarantee continuity of EVA for its users. The foundation is headed by a professional board existing of at least 2 independent external board members. There is also a modern next level Escrow arrangement in place, managed by a fully independent professional Escrow arrangement provider SoftCrow BV. Through SoftCrow BV all licenced EVA Users have the option to be added as beneficiary to the EVA Escrow arrangement. Within this escrow setup all EVA source code is kept up to date in a secure specialized escrow cloud environment, including the full architecture description and all code documentation. It is up to the User to enter into an agreement with SoftCrow BV and independently bear associated cost and payment obligations to be added as beneficiary to the escrow agreement.
Agreement to Governing Law and Jurisdiction. Customer agrees that the applicable governing law is Dutch Law above all with regard to choose or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts. 
Local Law Requirements: France. With respect to Customers domiciled in France, in the event of any conflict between any statutory law in France applicable to Customer, and the terms and conditions of this Agreement, the applicable statutory law shall prevail.
Local Law Requirements: Germany. With respect to Customers domiciled in Germany, Section 8 “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS”, Section 9.3 “Exclusive Remedy”, and Section 10 “LIMITATION OF LIABILITY” of this Agreement are replaced with the following sections respectively:
8	WARRANTIES FOR CUSTOMERS DOMICILED IN GERMANY
8.1	Agreed Quality of the Services. NEW BLACK warrants that during an applicable subscription term (a) this Agreement, the Statement of Works and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) NEW BLACK will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-NEW BLACK Applications” section above, NEW BLACK will not materially decrease the overall functionality of the Services.
8.2	Content. NEW BLACK is not designating or adopting Content as its own and assumes no warranty or liability for Content. The parties agree that the “Reporting of Defects”, “Remedies resulting from Defects” and “Exclusions” section shall apply accordingly to NEW BLACK’s responsibility in the event NEW BLACK is deemed responsible for Content by a court of competent jurisdiction.
8.3	Reporting of Defects. Customer shall report any deviation of the Services from the “Agreed Quality of the Services” section (“Defect”) to NEW BLACK in writing without undue delay and shall submit a detailed description of the Defect or, if not possible, of the symptoms of the Defect. Customer shall forward to NEW BLACK any useful information available to Customer for rectification of the Defect.
8.4	Remedies resulting from Defects. NEW BLACK shall rectify any Defect within a reasonable period of time. If such rectification fails, Customer may terminate the respective Statement of Work provided that NEW BLACK had enough time for curing the Defect. The “Refund or Payment upon Termination” section, sentence 1 and sentence 3 shall apply accordingly. If NEW BLACK is responsible for the Defect or if NEW BLACK is in default with the rectification, Customer may assert claims for the damage caused in the scope specified in the “Limitation of Liability” section below.
8.5	Defects in Title. Defects in title of the Services shall be handled in accordance with the provisions of Clause 9 “Mutual Indemnification”.
8.6	Exclusions. Customer shall have no claims under this Clause 8 “Warranty” if a Defect was caused by the Services not being used by Customer in accordance with the provisions of this Agreement, the Documentation and the applicable Statement of Works.
9.3	Liability resulting from Indemnification for Customers domiciled in Germany. The below “Limitation of Liability” section shall apply to any claims resulting from this “Mutual Indemnification” section.
10	LIMITATION OF LIABILITY FOR CUSTOMERS DOMICILED IN GERMANY
10.1	Unlimited Liability. The Parties shall be mutually liable without limitation (a) in the event of willful misconduct or gross negligence, (b) within the scope of a guarantee taken over by the respective party, (c) in the event that a defect is maliciously concealed, (d) in case of an injury to life, body or health, (e) according to the German Product Liability Law.
10.2	Liability for Breach of Cardinal Duties. If cardinal duties are infringed due to slight negligence and if, as a consequence, the achievement of the objective of this Agreement including any applicable Statement of Work is endangered, or in the case of a slightly negligent failure to comply with duties, the very discharge of which is an essential prerequisite for the proper performance of this Agreement (including any applicable Statement of Work), the parties’ liability shall be limited to foreseeable damage typical for the contract. In all other respects, any liability for damage caused by slight negligence shall be excluded.
10.3	Liability Cap. Unless the parties are liable in accordance with “Unlimited Liability” section above, in no event shall the aggregate liability of each party together with all of its Affiliates arising out of or related to this Agreement exceed the total amount paid by Customer and its Affiliates hereunder for the Services giving rise to the liability in the 6 months preceding the first incident out of which the liability arose. The foregoing limitation will not limit Customer’s and its Affiliates’ payment obligations under the “Fees and Payment” section above.
10.4	Scope. With the exception of liability in accordance with the “Unlimited Liability” section, the above limitations of liability shall apply to all claims for damages, irrespective of the legal basis including claims for tort damages. The above limitations of liability also apply in the case of claims for a party’s damages against the respective other party’s employees, agents or bodies.
Local Law Requirements: Italy. With respect to Customers domiciled in Italy, Section 5.2 “Invoicing and Payment”, Section 5.3 “Overdue Charges”, Section 5.4 “Suspension of Service and Acceleration”, and Section 12.2 “Anti-Corruption” of this Agreement are replaced with the following sections respectively:
5.2	Invoicing and Payment
5.2.1	Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Statement of Work. Unless otherwise stated in the Statement of Work, fees are due net 30 days from the invoice date. The parties acknowledge that invoices can also be submitted electronically by NEW BLACK in accordance with the “Electronic Invoicing” section below through the Agenzia delle Entrate’s Exchange System (SDI – Sistema di Interscambio) and any delay due to the SDI shall not affect the foregoing payment term. Customer shall be responsible for providing complete and accurate billing and contact information to NEW BLACK and shall notify NEW BLACK of any changes to such information.
5.2.2	Electronic Invoicing. The invoice will be issued in electronic format as defined in article 1, paragraph 916, of Law no. 205 of December 27, 2017, which introduced the obligation of electronic invoicing, starting from January 1, 2019, for the sale of goods and services performed between residents, established or identified in the territory of the Italian State. To facilitate such electronic invoicing, Customer shall provide to NEW BLACK at least the following information in writing: Customer full registered company name, registered office address, VAT number, tax/fiscal code and any additional code and/or relevant information required under applicable law. In any event, the parties shall cooperate diligently to enable such electronic invoicing process. Any error due to the provision by Customer of incorrect or insufficient invoicing information preventing (a) NEW BLACK to successfully submit the electronic invoice to the SDI or (b) the SDI to duly and effectively process such invoice or (c) which, in any event, requires NEW BLACK to issue an invoice again, shall not result in an extension of the payment term set out in the “Invoicing and Payment” section above, and such term shall still be calculated from the date of the original invoice. NEW BLACK reserves the right to provide any invoice copy in electronic form via email in addition to the electronic invoicing described herein.
5.2.3	Split Payment. If subject to the “split payment” regime, Customer shall be exclusively responsible for payment of any VAT amount due, provided that Customer shall confirm to NEW BLACK the applicability of such regime and, if applicable, Customer shall provide proof of such VAT payment to NEW BLACK.
5.2.4	Overdue Charges. Subject to the “Payment Disputes” section below, if any invoiced amount is not received by NEW BLACK by the due date, then without limiting NEW BLACK’s rights or remedies, those charges, without the need for notice of default, may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law (Legislative Decree no. 231/2002), whichever is lower and/or (b) NEW BLACK may condition future subscription renewals and Statement of Works on payment terms shorter than those specified in the “Invoicing and Payment” section above.
5.2.5	Suspension of Service. Subject to the “Payment Disputes” section below, if any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized NEW BLACK to charge to Customer’s credit card), NEW BLACK may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, NEW BLACK will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.
Local Law Requirements: Spain. With respect to Customers domiciled in Spain, in the event of any conflict between any statutory law in Spain applicable to Customer, and the terms and conditions of this Agreement, the applicable statutory law shall prevail.

EXECUTION. The parties have hereby executed this Master Agreement by their authorized representatives as of the Master Agreement Effective Date: 

ANNEX A: USER LICENCE AGREEMENT
This a legally binding agreement. Please read it carefully. Agree to the following terms in sections 1-9 on behalf of the NEW BLACK customer with which you are employed, affiliated or associated (“Customer”) and represent that you have authority to bind the Customer to these terms, and represent that you are an authorized User under the Master Agreement between NEW BLACK and the Customer (the “Master Agreement”) All such are “Users” hereunder and this User License Agreement.
TERMS APPLICABLE 
General terms 
This End User License Agreement was last updated in October 2021. It is effective between you and NEW BLACK as of the date you first use the EVA Services. 
License Granted / Prohibited Use
The EVA Services are licensed exclusively to Customer’s own use. 
The Data Protection Addendum (DPA) applies to use of the EVA Services. 
Eva Services User License
The EVA Services, a Secure Cloud SaaS toolbox for Unified Commerce that is based on the best of technology. The EVA Services, all the existing and future features including the SDK’s, are licensed, not sold, to the Customer by NEW BLACK only under the terms of the Master Agreement & User License Agreement, and NEW BLACK reserves all rights not expressly granted to the Customer. The Customer owns the media or device on which the EVA Services are recorded or stored, but NEW BLACK and its licensors retain ownership of the EVA Services itself.
Permitted License Uses and Restrictions
(a) This User License Agreement allows you, as an authorized User under the Master Agreement, to use the EVA Services;
(b) With respect to updates to the EVA Services that NEW BLACK makes available for use, this User License allows and forces you to use the new updates / including any updates on the API’s & SDK;
(c) Except as and only to the extent permitted by applicable law, or by licensing terms governing use of open-sourced components included with the EVA Services, neither you nor any other Customer Personnel may copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the EVA Services or EVA Services Updates, or any part thereof. Any Attempt to do so is a violation of the rights of NEW BLACK and/or its licensors. If you or any other Customer personnel violate this restriction, you or they, and the Customer may be subject to prosecution and damages and we have the right to revoke the User License without further notice.
(d) Neither you nor the Customer may rent, lease, lent, redistribute or sublicense the EVA Services
SLA, Maintenance and Development
(a) The User License Agreement includes the right of use of basic SLA and the maintenance for the EVA Services, without prejudice of any additional customization work - as part of a Statement of Work – for elements, plugins, add-ons or webservices.
(b) The support aspect is subdivided into an SLA for the EVA Platform and support for (end-)users. 
NEW BLACK monitors the EVA Platform 24/7/365 and guarantees availability and performance in accordance with the SLA. The aspect of support for (end-)users must be fulfilled operationally by (a) support partner(s) certified by NEW BLACK or (b) internally by the Users internal organization after training and agreed structure by NEW BLACK. This implies that NEW BLACK will guarantee the EVA Platform's uptime, in accordance with the SLA, but that the User is responsible for the operational fulfilment of EVA user support. NEW BLACK will continuously invest in training and auditing the authorized external user support partners. 
(c) The SLA does not span beyond the EVA Platform. Front-end solutions (other than the hosting, where the websites, apps and portals operate based on the EVA Platform) are not included in NEW BLACK's SLA scope, but are encompassed in terms of support, with the development partners who created and/or implemented these front-end solutions for the User. 
(d) As long as the User pays the agreed Fees, new versions and modules will be made available to the User without any additional charges. 
(e) The User is entitled, under all circumstances, to use the latest version of the software. 
(f) Part of the maintenance aspect is the ongoing further development of the various elements of the EVA Services and further expansion of the functionality. With respect to the client-specific requirements/developments and the additional customization for elements, plugins, add-ons or services, for developments other than provided for in the NEW BLACK roadmap, the Parties will make a Statement of Work. 
Fee and settlement
(a) The fee for the right of use, maintenance and support consists of 2 elements. The first element is a monthly EVA basic fee. The EVA basic fee secures a full accessible and unlimited usage of the EVA Services including, the SLA, a secured hosting of all website(s), portal(s), app’s, secured data storage and maintaining high availability of the User’s environment, including al interfaces and connections with external services and/or applications. The basic fee includes the use of specific number of EVA transactions free of charge, this element is specified in Article 7 of this Annex
(b) The second element is a variable transaction fee based on the actual number of transactions specified in Article 7 of this Annex
(c) EVA Transaction: A trade of goods and/or services within a unique order (collection of order lines, where an order can consist of multiple trades for goods and/or services) initiated on an EVA application for which a payment is made, or an administrative payment obligation is created. When the order generates a financial booking, but the end client has not (yet) made a payment, it will be considered a successful Transaction. Supplements, returns or cancellations on an existing and unique order number are not considered a new Transaction. Returns not processed under an original transaction are considered (new) Transactions. 
(d) EVA Transaction Fee: The number of unique Transactions that meet the criteria for a Transaction, multiplied by the fee per Transaction as described in Article 7 of this User License Agreement, makes up the EVA user Transaction Fee which will be charged per month on top of the EVA basic monthly fee. 
(e) The EVA Basic fees are invoiced per month upfront, with 14 days payment terms, where the variable transaction fee based on an invoice issued by NEW BLACK detailing the actual number of transactions, will be invoiced after month ending with 14 days payment terms.  
(f) A possible adjustment to the Fee, due to additional customisation work done at the User's initiative, like plugins, specific web services or the development of Add-ons will be payable at the moment the work starts. Such adjustments will always be agreed upon in a separate Statement of Work between parties before the relevant customization work will be carried out.
EVA Basic Fees & EVA Variable fees 
(a.1) EVA Basic fee. For the unlimited use of the EVA Services module by Customer a fixed all-in SaaS fee for use and SLA is agreed upon of $ 35,000,= per month excluding taxes; including a one (1) Staging environment & one (1) Test environment.
(b) EVA variable transaction fee. The first 1.000.000 transactions per year are considered to be included in the monthly basic fee, which means the first 1.000.000 transactions per year will not be charged. Above 1.000.000 transactions the following variable transaction fee is applicable:
Rolling forecasted Transaction volume per year	Applicable variable transaction fee
     1,0 mio – 4,0 mio	€ 0,19
     4,0 mio – 8,0 mio	€ 0,14
      8,0 mio – 15,0 mio	€ 0,09
>   15 mio	€ 0,04
 
(d) Additional fees. In specific countries are additional fiscalization and compliance regulations in place. These costs are not covered by this Agreement and will be charged separately via an SOW if and when this occurs. Next to that the additional licenses for example for barcode scanning are not included in the Master License Agreement