General Terms and Conditions

Status 05/2025

Preliminary remarks

VAPA Technologies GmbH, Leintobelweg 33, 88175 Scheidegg (hereinafter: “VAPA”) provides an online service for managing and optimizing advertising campaigns with Amazon Advertising, via https://www.vapa.ai (hereinafter: “VAPA Service”).

In order to achieve this goal in the best possible way, VAPA will continuously develop the VAPA service and adapt it to changes made by Amazon. The customer can specify in his login area which campaigns are to be managed by the VAPA service, taking into account which KPIs. In order for the system to be able to manage the customer's campaigns, the customer must connect the VAPA service to their Amazon Advertising account. No personal data is transmitted, only all campaign data available via the Amazon Advertising API. This data includes, among other things

Campaigns

Campaign keywords

Keyword targeting

Automatic targeting

Match Types

Placements

Budgets

Campaign Reports

1 Subject matter of the contract

1.1 These General Terms and Conditions (hereinafter: “GTC”) apply to the use of the password-protected VAPA service available from VAPA at vapa.app. VAPA offers this service to its customers (hereinafter: “Customers”) for their commercial or self-employed professional activities. These GTC do not apply to consumers within the meaning of Section 13 of the German Civil Code (BGB) who do not use the services of VAPA for commercial or self-employed professional activities. By placing an order with VAPA, the customer recognizes the version of the GTC valid at that time. The GTC can be viewed at any time on the VAPA website.

1.2 VAPA reserves the right to amend the GTC and the subject matter of the respective contractual services of VAPA for valid reasons. This includes changes in the legal situation, technical changes or further developments or equivalent reasons, insofar as these do not disadvantage the customer too much. VAPA shall notify its customers of any changes at least four weeks in advance in writing or by e-mail. The amended GTC shall automatically enter into force if the customer has not objected to them in writing or by e-mail within a period of four weeks, provided that VAPA has pointed this out. All further changes are subject to the express consent of the customer. In the case of services which VAPA provides free of charge, VAPA is entitled at any time to amend, cancel or replace the GTC with other GTC or to change the scope of services.

1.3 Deviating or conflicting GTC of the customer shall not become part of the contract. Nor do GTCs become part of the contract if VAPA has not expressly objected to these GTCs or accepts services from the customer without reservation in the knowledge of deviating or conflicting GTCs.

2 Conclusion of contract

2.1 The prerequisite for use is the provision of a user account. The customer will then receive an e-mail with a confirmation and a request to assign a VAPA password. The login takes place at vapa.app (online).

2.2 The contract shall only come into effect upon express acceptance of the offer by the customer or through initial provision of the service by VAPA. For example, the optimization of a campaign initiated by the customer by VAPA constitutes such an initial provision of services.

3 Subject matter of the contract

3.1 For the duration of the contract, the object of the contract is the provision and use of the VAPA service via the Internet in return for payment.

3.2 A successful bidding strategy by VAPA is not owed. Furthermore, VAPA is not obliged, for example, to deliver a minimum number of clicks or conversions, to adhere to a certain CPC or to utilize a specified budget. Especially in the case of a contradictory relationship between the targeted number of clicks or conversions compared to the set budget. Amazon Advertising is very dynamic, so VAPA cannot be held liable for a negative development in campaign performance. By using the VAPA service, it cannot be guaranteed that the original status can be achieved exactly. The customer is responsible for the success and the customer-specific settings made within the VAPA service.

3.3 VAPA is aware of the importance of its services for its customers. The service is therefore available to them 24 hours a day, 365 days a year. VAPA guarantees an annual average availability of the VAPA service of 99%. If maintenance work is due and availability is limited as a result, customers will of course be informed in good time. Downtimes of the VAPA service due to maintenance work will not be offset against the availability owed. Responsibility for downtimes beyond VAPA's control is excluded. This includes internet/network-related downtimes as well as downtimes during which the hardware and software cannot be reached via the internet due to technical or other problems (e.g. force majeure, fault of third parties, etc.).

3.4 VAPA does not receive access to the Vendor Central Account or the Seller Central Account of the customer through the connection of the Amazon Advertising Account. In the course of connecting the Amazon Advertising Account, all available information, including information from the past, is used to train the VAPA service, including artificial intelligence.

4 Access to the VAPA service and the customer's obligations in this regard

4.1 The VAPA service may only be used by one user at a time (concurrent user). Use by several concurrent users may impair the usability of the VAPA service and is therefore not permitted. The transfer of user data to third parties who are not the customer himself, his legal representative or his employees is not permitted. VAPA reserves the right to specify the individual authorized users by name. In this case, use is only permitted by the named persons.

4.2 The customer undertakes to provide complete and correct information when registering. In addition to first and last names, this also includes the current address, e-mail, company and the respective authorized representative. VAPA reserves the right to request a current extract from the commercial register or, if applicable, a valid trade license from the customer. VAPA must be informed immediately and without delay of any changes to this information.

4.3 To prevent misuse, the access data must be kept secret by the customer. Disclosure to unauthorized third parties is not permitted and is considered misuse. The customer is also responsible for the confidentiality of other users named by him. Any misuse of access data must be reported immediately by e-mail to support@vapa.ai. In this case, VAPA is entitled to block the access data immediately. The customer is liable for any misuse for which he or a user named by him is responsible.

4.4 The customer must have an Amazon seller/vendor account.

4.5 The customer is obliged to grant VAPA access to the required access to its Amazon Advertising accounts depending on the service package used.

4.6 If the customer withdraws VAPA's access via the Amazon Advertising API to its Amazon Advertising account before the contract expires, it shall nevertheless remain obliged to pay the monthly fee owed until the end of the contract term. This also includes other reasons for which the customer is responsible that do not allow VAPA to provide the contractual service.

4.7 VAPA is compatible with the current versions of Firefox and Google Chrome. The customer shall ensure that the latest version of these browsers is always available. This is the only way to achieve optimum performance of the VAPA service. The customer is responsible for the following points: the existence of the technical requirements for access to the VAPA services, in particular with regard to the hardware, the operating system, the connection to the Internet and the browser. The technical specifications issued by VAPA must be observed.

4.8 Before transferring data to an Amazon Advertising account used by VAPA, the customer shall create backup copies of this data. In the unlikely event of data loss, the customer will transfer the data concerned to the Amazon account again free of charge.

4.9 The customer undertakes to provide VAPA in good time with all necessary cooperation that is conducive to fulfillment. In this case, VAPA is entitled to extraordinary termination of the contract if a request for the provision of the required service has previously been made to the customer.

5. rights of use

5.1 During the term of the valid contract with VAPA, VAPA shall provide the customer with the non-exclusive (simple), non-transferable and non-sublicensable right of use corresponding to the respective contract “online” via the Internet.

5.2 The customer has no claim to the provision of copies of the VAPA software or other materials required for the VAPA service. All copyrights and other rights to any content of the VAPA services and in particular the VAPA software used for this purpose remain with VAPA.

5.3 The customer authorizes VAPA to edit, redesign, shorten, supplement or otherwise modify the content provided for the creation of product presentations, in particular to combine it. VAPA may license or transfer these rights to cooperation partners and/or third parties for the purpose of fulfilling the contract.

5.4 The customer assures and guarantees that the publication and forwarding of the content by VAPA does not conflict with any third-party property rights. The customer guarantees that it holds all rights of use and exploitation (including the right to depict persons) to the transmitted images and other copyright-protected works, without any restrictions in terms of territory or time, and, if necessary, that an effective waiver of the right to be named as the author exists. The customer shall indemnify VAPA on first demand against any claims by third parties due to infringements of property rights through the use of the content provided by the customer. The customer shall compensate VAPA for any resulting damage, in particular the costs according to RVG for a legal defense. In the event of a competition and/or copyright and/or other warning based on intellectual property rights/rights for the protection of intellectual property by third parties, VAPA is authorized to issue appropriate cease-and-desist declarations and to block incriminated content, presentations and/or links and/or remove them from portals until the matter has been legally decided. The customer is obliged to bear the costs incurred by VAPA as a result of the warning and the deletion. For the duration of the contractual relationship, the customer shall in this case also reimburse the lost turnover.

Irrespective of this, each party is entitled to take appropriate legal measures in its own name, which will be agreed with the other party. If one party initiates legal proceedings, the other party shall be entitled but not obliged to participate in such proceedings, unless there are legal reasons worthy of protection to the contrary.

6 Warranty

6.1 Only if the VAPA service does not have the contractual quality and the contractual use is thereby canceled or reduced, is there a material defect. An insignificant limitation of suitability shall be disregarded

6.2 In the event of any problems, the customer undertakes to inform VAPA immediately.

6.3 Within a reasonable period of time, VAPA shall take care of the rectification of the problems reported in writing by the customer.

6.4 Only after a reasonable period of time, or after failure to rectify the problem, shall the customer have the right to terminate the contract due to failure to grant use in accordance with § 543 Para. 2 No. 1 BGB.

6.5 The customer's right to compensation in accordance with Section 7 and in accordance with the statutory requirements remains unaffected.

7 Liability

7.1 VAPA shall be liable without limitation for damages resulting from injury to life, body or health which are based on an intentional or grossly negligent breach of duty by VAPA or one of its legal representatives or vicarious agents, as well as in the absence of a guaranteed quality or in the event of non-compliance with a guarantee.

7.2 VAPA shall only be liable for other damages - irrespective of the legal grounds - in the event of intent and gross negligence. In the case of gross negligence, liability is limited to the foreseeable damage typical for the contract.

7.3 In the event of simple negligence, VAPA shall only be liable for breach of material contractual obligations (cardinal obligations) and even then only for foreseeable damage typical of the contract. In this case, liability is limited to a maximum of EUR 1,000 per claim.

7.4 VAPA shall only be liable for loss of data due to slight negligence if the damage would also have occurred if the customer had backed up the data properly and regularly and in accordance with the risk.

7.5 VAPA's liability for compensation for loss of profit, business interruption or other indirect damage is excluded - except in cases of intent.

7.6 Any strict liability of VAPA according to § 536a para. 1, 1st alternative BGB is excluded.

7.7 Liability under the Product Liability Act remains unaffected.

7.8 For services that VAPA provides during a free test phase, VAPA is liable exclusively in accordance with §§ 599, 600 BGB.

8 Remuneration and invoicing

8.1 Unless otherwise agreed by the parties (in writing or in text form), VAPA's prices valid at the time of conclusion of the contract, available at www.VAPA.ai, shall apply.

8.2 Unless otherwise agreed, the monthly basic fees and the variable monthly fee are due for payment in arrears at the end of the relevant calendar month. If the contract does not begin or end at the beginning or end of a calendar month, the basic fee and the variable remuneration shall be paid pro rata temporis. For the calculation of the variable remuneration, only sales that are created via VAPA and, in the case of campaigns handed over to VAPA, campaigns managed by VAPA, are counted. In the event of termination of the contractual relationship, VAPA shall continue to be entitled to the monthly basic fee and the variable remuneration, irrespective of the status (VAPA service activated or deactivated) of the campaigns created or managed by VAPA, until the end of the contract term.

8.3 Unless otherwise agreed, the variable remuneration to be paid by the customer is calculated on the basis of the data transmitted to VAPA by the Amazon Advertising API. Minor deviations from the data displayed to the customer by Amazon are possible and are beyond VAPA's control. In this respect, the data that is transmitted to VAPA by the Amazon Advertising API and displayed in VAPA is decisive.

8.4 All fees and prices quoted are subject to the statutory value added tax, unless this is already shown.

8.5 In the event of default by the customer, VAPA is entitled to block access to the VAPA service until all due claims from the entire business relationship with the customer, regardless of the legal grounds, have been settled by the customer. The customer shall pay interest on money owed during the period of default in accordance with the statutory provisions.

8.6 The customer may only offset or assert a right of retention against legally established or undisputed claims. The customer may only assign claims arising from this contract to third parties with the written consent of VAPA.

9. test phase; start, term and termination of contracts

9.1 The contractual relationship for use against payment is open-ended. The contractual relationship can be terminated by one of the parties at any time with a notice period of three (3) months to the end of the month, whereby any agreed minimum contract terms must be taken into account. In the event of termination, VAPA may, at its own discretion, archive the then current status of all or individual VAPA campaigns and restore the original status of the campaign(s) at the time of expiry of the test phase or at the time of termination (whichever is earlier). As part of the takeover of contractual relationships that were concluded before 01.05.2025, VAPA is entitled to a one-off special right of termination. This entitles VAPA to terminate the old contracts in question with 30 days' notice at any time up to 30.09.2025 at the latest. This special right of termination is in the interest of an individual economic review and evaluation of the acquired contractual relationships, which has not yet been possible. Notice of termination must be given in writing or text form (e.g. by e-mail).

9.2 Termination without notice for good cause shall remain valid for both the customer and VAPA. Arrears of more than two months' remuneration constitute such good cause for VAPA.

9.3 In the event of such good cause justifying termination without notice, VAPA may immediately block access to the VAPA services, archive the then current status of all or individual VAPA campaigns at its own discretion and restore the original status of the campaign(s) at the time of expiry of the test phase or at the time of termination (whichever is earlier). Blocking also constitutes termination without notice.

9.4 Terminations must be made in writing or by e-mail. Cancellations by the customer must be sent by e-mail to the respective Customer Success Manager or other contact person of the customer with support@vapa.ai in cc.

9.5 The data generated in VAPA on VAPA servers will be deleted by VAPA no later than 120 days after termination. The customer will no longer have access to his VAPA account after termination has come into effect.

10. naming of references

VAPA is granted the right to use the customer's company name and logos for its own purposes for internal and external corporate communication (PR / IR), on the Internet pages, in presentations, flyers or in online, print and radio media as well as in the context of external events. The customer may revoke this consent at any time with effect for the future.

11. final provisions

11.1 The law of the Federal Republic of Germany shall apply to contracts between the provider and the customer, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and such provisions that refer to another legal system.

11.2 The place of fulfillment is Scheidegg.

11.3 If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the customer and VAPA shall be Düsseldorf.

11.4 Should one or more provisions of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions and the contract as a whole. The invalid provision shall be replaced by a valid provision that achieves the intended legal and economic purpose as far as possible. The same applies to the filling of a loophole.

11.5 These General Terms and Conditions were originally drawn up in German. The German version shall always be authoritative for the interpretation of the provisions, even in the event of translation into other languages.

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VAPA Technologies GmbH

Leintobelweg 33, 88175 Scheidegg, Germany

Phone: +49 (0) 8387 9999 008

Email: support@vapa.ai