General Terms and Conditions of WPITCOM S.A.

Business Scope: WPITMEDIACLOUND and Content Cloud Service

– for services in the field of brand logistics and distribution –

§ 1 Scope of Application

1. These General Terms and Conditions (hereinafter referred to as “T&Cs”) apply exclusively; conflicting or deviating terms and conditions of the Client shall not apply unless WPITCOM has previously agreed to their validity in writing.
2. The GTC shall also apply if WPITCOM performs services without reservation in knowledge of the Client’s terms and conditions that conflict with or deviate from the GTC.
3. The GTC shall also apply to all future individual orders of the Client for the inclusion and distribution of further branded content, even if this is not expressly stated again.

§ 2 Conclusion of Contract

1. Offers from WPITCOM are always subject to change and non-binding, unless they are expressly marked as binding. WPITCOM shall be entitled to accept the contractual offer contained in the Client’s order (“Application for Acceptance”) within two weeks of receipt by sending an order confirmation or by commencing the provision of services (e.g. by posting the provided brand content in the online brand portal). The subject of an application for membership can be one or more brand content of a client.
2. Verbal or telephone agreements shall only become part of the contract if they are confirmed in writing by WPITCOM. Information in the application for membership and in other contractual documents does not constitute a guarantee by WPITCOM.

§ 3 Object of performance

1. The object of the contract is
· the one-time inclusion in WPITCOM’s database (as well as the ongoing maintenance and updating) of digital, multimedia trademarks, logos, product images, moving images (e.g. videos) with and without sound, advertising texts, expertise, recipes, etc. (collectively referred to as “Brand Content”) of the Client, and
· the permanent access and regular distribution of the Client’s brand content by WPITCOM. WPITCOM is entitled and obliged to make the brand content provided to it by the client available to its customers (food retailers) for advertising use; these customers also include those of WPITCOM affiliates (collectively referred to as “Merchants”).
In detail:
WPITCOM will include the Client’s brand content in its database and make it available to retailers for use for the duration of the contract via its online brand portal and by means of software interfaces. Retailers also receive an updated status of the database with all brand content on a data carrier or by means of electronic data transmission at least once a quarter. In addition to distribution, WPITCOM also takes care of the ongoing maintenance and updating of the brand content; For this purpose, the Client shall notify WPITCOM of any changes to its Brand Content in good time. The client’s brand content is made available to retailers for promotional use at the point of sale (POS). Retailers can integrate the client’s brand content into their posters, labels and other advertising materials and use it to advertise the client’s corresponding branded products at the POS.
2. Depending on the quality of the files supplied by the Client and due to the further development of the state of the art (e.g. printers, screens and projectors), there may be deviations from the original in terms of detail and colouring when printing and displaying the brand content on the retailer’s electronic devices. WPITCOM may provide the Client with individual proofs of its brand content by way of example. The Client must notify WPITCOM of any desired adjustments or corrections within 7 days of the proof being made available. If post-processing is carried out by WPITCOM at the request of the Client, such services may be invoiced to the Client at the expense of the Client. If the Client does not raise any objections to WPITCOM within the time limit, the proofing provided shall be deemed to have been approved by the Client. WPITCOM will inform the Client of this separately when providing the proof.
3. Deviations in the provision of services that become necessary in the course of technical development or that WPITCOM deems reasonable (e.g. the adaptation or replacement of formats, the adaptation of the technical infrastructure) are permissible, provided that such adjustments do not affect the contractually agreed services.

§ 4 Granting of rights of use

1. The brand content provided may be subject to copyright, trademark and other property rights of the client or third parties. These rights lie and remain exclusively with the respective rights holder. The following provisions on the granting of the rights of use required for the provision of services to WPITCOM or the dealers refer to all potentially relevant IP systems.
2. At the time of their transfer of the Brand Content, the Client grants WPITCOM limited in time, locally unlimited, non-exclusive rights of use for the duration of the contract to the extent that WPITCOM requires such rights in order to be able to provide the contractually agreed services in accordance with § 3 of these GTC, i.e. in particular the provision of the Brand Content to the Merchants for advertising use. These include, in particular, the following rights of use:
· the right to reproduce the Brand Content;
· the right to distribute the Brand Content to the Merchants by means of any data carrier, electronic data transmission and software interfaces provided for this purpose;
· the right to edit the trademark content, in particular through technical post-processing, format changes, enlargements or reductions;
· the right to make the Brand Content publicly available on the Internet through WPITCOM’s online Brand Portal WPITMEDIACLOUND.COM;
· the right to include the Trademark Content in WPITCOM’s database (library) and to reproduce, distribute and make available to the public the Trademark Content as part of this database.
3. WPITCOM is entitled to grant the merchants non-exclusive rights of use for advertising use of the brand content at the POS by way of sub-licensing. This includes, in particular, the right of retailers to edit, redesign, integrate and print the brand content in their posters, labels, shelf stoppers, etc., as well as the right to publicly reproduce the brand content, e.g. via screens in the store.
4. WPITCOM will not use the Client’s Brand Content for its own advertising purposes in relation to the Brand Products, but at most for demo and presentation purposes for its own services.
5. The copyright for the image data posted by the client and, if applicable, for the other information remains with the respective author. By making the material available to the WPITCOM brand shop, the Client grants WPITCOM and the respective recipients of the brand data provided for advertising purposes the right to make the image data and information available for retrieval on a permanent basis or for the specified period of time, to make them publicly accessible and to use them for the purpose of advertising the Client’s products, or in turn to transfer these brand data to third parties, for example, to be allowed to make available to affiliated wholesalers, affiliated companies and members as well as their advertising agencies for the purposes mentioned. Any restrictions on the rights of use must be noted directly by the hiring client in the image data or information.

§ 5 Infringements of intellectual property rights

1. The Client shall ensure that the Trademark Content provided by it is free of third-party property rights that may exclude or restrict its use by WPITCOM or the Merchants. If WPITCOM or a retailer is sued by a third party for alleged infringements of intellectual property rights by a trademark content, the Client shall be obliged to indemnify WPITCOM or the affected retailer against such claims by third parties, unless he is not responsible for the infringement of intellectual property rights. The indemnification obligation covers all damages, expenses and costs incurred by WPITCOM or the dealer in connection with claims by third parties.
2. WPITCOM reserves the right to remove or temporarily block the Client’s trademark content from the online trademark portal and to no longer distribute it to retailers as long as there is a suspicion of an infringement of intellectual property rights by such trademark content. This does not affect WPITCOM’s further rights.

§ 6 Prices and Terms of Payment

1. The amount of the one-time admission fee for the posting of branded content in the database and the amount of the annual remuneration for its distribution to the dealers result from the application for inclusion and the applicable price list of WPITCOM. All amounts listed there are exclusive of the applicable statutory sales tax.
2. The lump sum for the inclusion of branded content in the database shall be invoiced to the Client immediately after the conclusion of the contract. The annual remuneration for the distribution of branded content is due at the end of the respective contract year and invoiced to the client. Invoices are to be paid by the Client within 14 days of the invoice date without deduction.
3. WPITCOM reserves the right to remove or temporarily block Client’s Trademark Content from its database and from the Online Brand Portal and to stop disseminating it to Merchants if Client is more than two weeks late in paying the annual remuneration for Branded Content. The right to assert further claims, in particular for damages, remains reserved.

§ 7 Liability

1. WPITCOM shall pay compensation for damages as well as for futile expenses, regardless of the legal basis (e.g. contractual relationship of trust, contract, tort) only to the following extent:
· In the event of intent and gross negligence, in the full amount and in the event of the provision of a guarantee in the full amount of the protective purpose covered by the warranty;
· in cases of simple negligence, only in the event of a breach of an essential contractual obligation that is essential for the achievement of the purpose of the contract and on the fulfilment of which the client may therefore regularly rely (so-called cardinal obligation), as well as for impossibility and delay, limited to compensation for typical and foreseeable damage.
2. Within the limits of paragraph 1, WPITCOM shall only be liable for the recovery of data to the extent that the Client has ensured by means of sufficient data backup in accordance with the state of the art that the data from databases kept available in machine-readable form can be reproduced at any time with reasonable effort.
3. Liability for damages resulting from injury to life, limb or health as well as under the Product Liability Act remains unaffected by the above provisions.

§ 8 Contract Term and Right of Termination

1. The contractual relationship begins for each commissioned brand content immediately upon conclusion of the contract and runs for an indefinite period of time.
2. Each contractual partner has the right to terminate the contractual relationship with regard to each individual commissioned brand content at the end of a contract year with a notice period of three months.
3. Every notice of termination must be in writing (e-mail and fax are sufficient for this) in order to be effective.
4. If the contractual relationship with regard to one or more Trademark Content is terminated by one of the Contracting Parties, WPITCOM will remove the affected Trademark Content from the database and from the online Trademark Portal at the end of the contract period. After this date, the brand content will no longer be distributed to retailers. After a reasonable period of time, WPITCOM will delete all graphic files provided to it by the Client from its systems. The rights of use to the Trademark Content already granted to the Merchants by WPITCOM at the time of termination shall remain unaffected by the termination of this Agreement.

§ 9 Final provisions

1. Should a provision in these GTC or any other agreement between the contracting parties be or become invalid or unenforceable, the contractual relationship shall not be affected by this. The contracting parties shall replace the invalid or unenforceable provision with such a provision that comes closest to the meaning and purpose of the invalid or unenforceable provision in a legally effective manner. The same applies to contract gaps.
2. The exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is at the registered office of WPITCOM. However, WPITCOM is also entitled to sue at the Client’s registered office.
3. The contractual relationship is subject exclusively to German law; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.

Central America, 01.05.2025