Terms & Conditions

Effective Date: November 1, 2025

These Terms of Service ("Terms") govern your use of DEBCOR’s software products, cloud components, and related documentation and services (together, the "Products").

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. "Customer" means that entity. "DEBCOR" means deBCor Industries, Ltd. and its affiliates.

By accessing, installing, or using any Product, you agree to be bound by these Terms. If you do not agree, do not access or use the Products.

‍Note: These Terms are general product terms. Any written order form, SOW, or master services agreement between Customer and DEBCOR will govern if there is any conflict with these Terms.

1. Scope of Use

1.1 License grant
Subject to these Terms and payment of all applicable fees, DEBCOR grants Customer a limited, nonexclusive, nontransferable license, without right of sublicense, to install, access, and use the Products:

• For Customer’s internal business purposes only
• Within the scope, user counts, system environments, and term specified in the applicable order form, SOW, or other agreement ("Order")
  

1.2 Cloud / hosted components
If an Order includes any DEBCOR-hosted or cloud-based component, Customer receives a subscription right to access and use that component during the subscription term specified in the Order.

1.3 Trial or evaluation use
If DEBCOR provides Products on a trial, beta, proof of concept, or non-production basis, they are provided "as is" and may be subject to additional limits described in the corresponding Order or documentation.

2. Customer Responsibilities

Customer will:

• Ensure all users comply with these Terms
• Maintain the security of its systems, credentials, and access to the Products
  
• Provide DEBCOR with timely information, access, and cooperation reasonably needed to deliver and support the Products
  
• Use the Products in compliance with all applicable laws and regulations, including export control and data protection laws
  

Customer is responsible for any use of the Products through its accounts, whether or not authorized by Customer.

3. Restrictions

Customer may not:

• Reverse engineer, decompile, or disassemble the Products, except to the limited extent that applicable law expressly permits despite this restriction
• Rent, lease, resell, sublicense, or otherwise make any Product available to third parties, except to Customer’s affiliates as permitted in the applicable Order
  
• Use the Products to provide time-sharing, service bureau, managed services, or similar offerings for third parties
  
• Remove, obscure, or alter any proprietary notices, trademarks, or labels on or in the Products
  
• Use the Products to develop or train a competing product or service
  
• Circumvent technical limits in the Products or use the Products beyond any usage, environment, or system limits identified in the Order or documentation
  

4. Third-Party Platforms and SAP Systems

4.1 SAP and other third-party software
The Products are designed to integrate with SAP software and other enterprise platforms but are not provided by SAP SE or any third party. Customer remains responsible for obtaining and maintaining all necessary licenses and rights for SAP and other third-party software.

4.2 No responsibility for third-party systems
DEBCOR is not responsible for:

• The operation, security, or performance of Customer’s SAP systems or other third-party software
• Any changes in third-party products or APIs that may impact the Products
  

5. Fees and Payment

Fees, billing terms, payment schedules, and taxes are governed by the applicable Order or master agreement between Customer and DEBCOR. If Customer fails to pay undisputed amounts when due, DEBCOR may:

• Suspend access to the Products, and/or
• Charge late fees or interest as stated in the Order or master agreement.
  

6. Intellectual Property

6.1 Ownership
‍DEBCOR and its licensors retain all right, title, and interest in and to the Products, including all updates, enhancements, and derivative works, and all related intellectual property rights. No rights are granted to Customer other than the limited rights expressly stated in these Terms and the applicable Order.

6.2 Feedback
If Customer or its users provide feedback, suggestions, or ideas related to the Products, DEBCOR may use them for any purpose without restriction or obligation. Customer assigns all rights in such feedback to DEBCOR, to the maximum extent permitted by law.

6.3 SAP trademarks
SAP, SAP S/4HANA, SAP BTP, and other SAP product names are trademarks or registered trademarks of SAP SE or its affiliates. DEBCOR is an independent provider and is not controlled by, affiliated with, or acting as an agent of SAP SE.

7. Customer Data and Privacy

7.1 Customer data
"Customer Data" means data provided to or processed by the Products on Customer’s behalf. As between the parties, Customer owns all right, title, and interest in Customer Data.

7.2 Use of Customer Data
DEBCOR will use Customer Data only:

• To provide, operate, and support the Products
• To maintain, secure, and improve the Products (including usage analytics in aggregate or de-identified form)
  

DEBCOR will not sell Customer Data.

7.3 Data protection
DEBCOR will handle personal data in accordance with its then-current privacy policy available at:
‍
https://www.debcor.com/privacy-policy

If the parties agree to a separate data processing or data protection agreement, that agreement will govern to the extent of any conflict.

8. Confidentiality

8.1 Definition
"Confidential Information" means non-public information disclosed by one party to the other that is marked or identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances. Customer Data and the non-public details of the Products are Confidential Information.

8.2 Obligations
Each party will:

• Use Confidential Information only for purposes of the business relationship
• Not disclose Confidential Information to any third party except to its employees, contractors, and professional advisers who need to know it and are bound by confidentiality obligations no less protective
  
• Protect Confidential Information using at least the same care it uses for its own confidential information, and no less than reasonable care
  

8.3 Exclusions
Confidential Information does not include information that:

• Is or becomes public through no fault of the receiving party
• Was already known to the receiving party without obligation of confidentiality
  
• Is independently developed by the receiving party without use of the disclosing party’s Confidential Information
  
• Is received from a third party without breach of any duty of confidentiality
  

9. Warranties and Disclaimers

9.1 Limited warranty
DEBCOR warrants that, for 30 days from initial delivery of a Product (or such longer period specified in the Order):

• The Product will substantially conform to its then-current documentation, when used as authorized and in supported environments.

Customer’s exclusive remedy for breach of this warranty is for DEBCOR, at its option, to:

• Repair or replace the nonconforming Product, or
• If repair or replacement is not commercially reasonable, refund the prepaid, unused fees for the affected Product.

9.2 Exclusions from warranty
The above warranty does not apply to problems caused by:

• Use of the Products not in accordance with the documentation or these Terms
• Modifications to the Products made by anyone other than DEBCOR
• Failures of third-party systems, software, or services
• Use in unsupported environments

9.3 General disclaimers
Except as expressly stated in these Terms or an applicable Order:

• The Products are provided "as is" and "as available"
• DEBCOR disclaims all other warranties, conditions, and guarantees, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, noninfringement, and course of dealing or trade usage

Some jurisdictions do not allow certain disclaimers. In that case, those disclaimers apply to the maximum extent permitted by law.

10. Limitation of Liability

To the fullest extent permitted by law:

‍10.1 Excluded damages
DEBCOR will not be liable to Customer or any third party for any:

• Indirect, incidental, consequential, special, exemplary, or punitive damages
• Loss of profits, revenue, savings, business opportunities, goodwill, or anticipated benefits
  
• Loss, corruption, or inaccuracy of data
  
• Business interruption, downtime, system failure, or cost of procuring substitute goods or services
  
• Reliance or expectation damages
  
• Damages arising from third-party platforms, including SAP systems, networks, or integrations
  

In all cases, even if DEBCOR has been advised of the possibility of such damages or such damages were otherwise foreseeable.

10.2 Maximum liability cap
‍DEBCOR’s total aggregate liability arising out of or relating to the Products or these Terms, regardless of the claim or theory of liability (contract, tort, indemnity, strict liability, or otherwise), is limited to the lesser of:

• The fees actually paid by Customer to DEBCOR for the affected Product in the twelve (12) months immediately preceding the event giving rise to the claim, or
• Ten thousand U.S. dollars (USD $10,000)
  

You may adjust the fixed amount as needed (common ranges: $5,000–$25,000).

‍10.3 Aggregate cap across all claims
The foregoing cap is aggregate and not per-claim, meaning all claims in the aggregate are subject to the single cap.

‍10.4 Essential basis of the bargain
Customer acknowledges that the pricing of the Products reflects the allocation of risk set forth in this Section. The limitations in this Section form an essential basis of the bargain and apply even if a remedy fails of its essential purpose.

‍10.5 Exceptions
These limitations do not apply to:

• Customer’s payment obligations
• Customer’s breach of Section 3 (Restrictions)
  
• Customer’s indemnification obligations under Section 11.3
  

11. Indemnification

11.1 Limited indemnification by DEBCOR (IP claims only)
Subject to the limitations in this Section and Section 10, DEBCOR will defend Customer against any third-party claim that the unmodified version of a Product, when used strictly as permitted under these Terms and the documentation, directly infringes a U.S. patent, copyright, or trademark, or directly misappropriates a third-party trade secret (an “IP Claim”).

DEBCOR’s obligations under this Section are DEBCOR’s sole and exclusive indemnity obligations.

‍11.2 Conditions (failure voids indemnity)
‍DEBCOR is not obligated to defend or indemnify Customer unless Customer:

1. Promptly provides written notice of the IP Claim;
2. Gives DEBCOR sole and exclusive control of the defense and settlement;
   
3. Provides all information, cooperation, and assistance reasonably requested by DEBCOR; and
   
4. Does not admit fault, make payments, or take actions that prejudice DEBCOR’s defense.
   

Failure to satisfy these conditions releases DEBCOR from all indemnity obligations.

11.3 Exclusions from DEBCOR indemnity
DEBCOR has no obligation for any IP Claim to the extent it arises from or relates to:

• Use of the Products in combination with software, systems, code, configurations, data, networks, or services not provided by DEBCOR (including SAP software and platforms);
• Customer modifications or customizations of the Products;
  
• Customer’s failure to install updates, patches, or modifications provided by DEBCOR that would have avoided the claim;
  
• Use of the Products in violation of these Terms or outside the scope of the documentation;
  
• Open-source components or third-party materials embedded in or used with the Products;
  
• Customer data, configurations, workflows, or integration logic; or
  
• Continued use of the Products after DEBCOR provides notice of a replacement or workaround.
  

11.4 DEBCOR’s mitigation rights
If an IP Claim is made or appears likely, DEBCOR may, at its sole discretion:

• Modify the Product so it becomes non-infringing;
• Replace the Product with a functionally equivalent non-infringing product;
  
• Obtain a license enabling continued use; or
  
• If none of the above are commercially reasonable, terminate the affected license and refund the prepaid, unused portion of fees for that Product.
  

11.5 DEBCOR’s indemnity liability cap
DEBCOR’s total liability under this Section is limited to the liability cap set forth in Section 10.

11.6 Indemnification by Customer (broadened)
Customer will defend, indemnify, and hold harmless DEBCOR from and against any third-party claim, liability, loss, damage, cost, or expense (including attorneys’ fees) arising out of or related to:

• Customer’s use of the Products in violation of these Terms or any law;
• Customer Data, including its collection, use, disclosure, processing, accuracy, security, or legality;
  
• Customer’s configurations, integrations, workflows, or system connections (including SAP systems and third-party platforms);
  
• Claims that Customer’s data or actions infringe or violate the rights of any third party;
  
• Customer’s failure to comply with export, privacy, or data-protection laws; or
  
• Any dispute between Customer and a third party relating to Customer’s business, operations, or data.
  

DEBCOR may participate in the defense with counsel of its choosing at its own expense.

12. Term and Termination

12.1 Term
These Terms apply for as long as Customer uses the Products under an active Order.

12.2 Termination for cause
‍Either party may terminate an Order or these Terms upon written notice if the other party:

• Materially breaches these Terms or the Order and fails to cure the breach within thirty (30) days after written notice, or
• Becomes insolvent, enters bankruptcy, or is subject to similar proceedings.
  

12.3 Effect of termination
Upon termination or expiration:

• Customer’s rights to use the Products under the affected Order end immediately
• Customer must stop using the Products and uninstall or delete all copies (except as required for legal or archival purposes)
  
• Each party must return or destroy the other party’s Confidential Information upon request, subject to any legal retention requirements
  

Any provisions that by their nature should survive (including payment obligations, confidentiality, IP ownership, disclaimers, limitations of liability, and governing law) will continue in effect.

13. Updates to These Terms

DEBCOR may update these Terms from time to time. When changes are material, DEBCOR will:

• Update the "Effective date" at the top of this page, and
• Where appropriate, provide notice through the Products, by email, or through another common communication method.
  

If Customer continues to use the Products after the updated Terms become effective, Customer is deemed to have accepted them. If Customer does not agree to the updated Terms, Customer must stop using the Products.

14. Governing Law and Dispute Resolution 

These Terms and any dispute arising out of or relating to them or the Products will be governed by the laws of the State of California, excluding its conflict-of-laws rules.

The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in "Contra Costa County, California", and each party waives any objection to jurisdiction or venue in those courts.

15. Miscellaneous 

• Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency relationship.
• Assignment. Customer may not assign or transfer these Terms or any Order without DEBCOR’s prior written consent, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets, provided the successor is not a direct competitor of DEBCOR.
  
• Entire agreement. These Terms, together with any applicable Orders and any mutually signed master agreement, form the entire agreement between the parties regarding the Products and supersede all prior or contemporaneous understandings.
  
• Severability. If any provision is held invalid, the remaining provisions will remain in full force and effect.
  
• No third-party beneficiaries. These Terms are for the benefit of the parties only and not for any third party.
  
• Notices. Legal notices to DEBCOR should be sent to the contact address published on https://www.debcor.com or as specified in the applicable Order or master agreement.
  

16. Contact

If you have questions about these Terms or the Products, contact DEBCOR at:

DEBCOR Legal
c/o DEBCOR INDUSTRIES, LTD.
Address: 732 S 6th St #8178, Las Vegas, NV, 89101, USA
Email: legal@debcor.com
Phone: +1 833-433-2267