VERAX SYSTEMS SOFTWARE AS A SERVICE (SaaS) TERMS OF SERVICE

Following are the Terms of Service for Verax Software Products (including, but not limited to NMS & APM, Service Desk, IT Management Suite, Billing, OSS/BSS Suite/ITMS) in the SaaS model (the "Service"), a service of Verax Systems Corp. ("Verax," "we," or "us").

"You" or "Customer" means the customer specified in the registration information for that customer's account for the Service.

These SaaS Terms of Service govern your use of and access to the Service. Verax may update and change these SaaS Terms of Service from time to time by posting an updated version of such new SaaS Terms of Service at www.veraxsystems.com/en/verax-saas-terms-of-service. Changes will become effective fourteen (14) days after they are posted. If you continue to use the Service after that date, you thereby agree to the updated SaaS Terms of Service. Unless Verax otherwise indicates, your use of any new features, changes, and enhancements to the current Service shall be subject to these SaaS Terms of Service.

PLEASE READ THE FOLLOWING CAREFULLY BEFORE SUBCRIBING OR USING THE VERAX SYSTEMS SOFTWARE AS A SERVICE.

BY SIGNING UP FOR AN ACCOUNT, BY USING THE SERVICE, OR CLICKING THE "ACCEPT" OR "OK" BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE SAAS TERMS OF SERVICE. YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. IF YOU DO NOT AGREE TO BE BOUND BY THESE SAAS TERMS OF SERVICE, PLEASE DO NOT INSTALL OR USE THE SERVICE.

1. Definitions

"Customer Data" means the data gathered and stored by the Software comprising Services when you are using the Service. "Malicious Code" means software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system.

"Software" means any software (including any utility, application program interface or tools) provided by Verax to you in connection with the Service, whether or not such software is locally installed on your systems or accessed by you online or by any remote means.

"Users" means your employees, agents and independent contractors who are authorized by you to use the Service.

2. Access to the Service

2.1 Verax hereby grants you a non-exclusive, non-transferable subscription to use the Service and the Software during the Term, solely for your internal use in accordance with the use parameters described in the order form utilized to order such subscription and subject to these SaaS Terms of Service.

2.2 Users. Verax will issue for Customer Users individual logon identifiers and passwords for purposes of accessing and using the Services. Customer shall ensure that each User will: (a) not disclose their logon identifier to any person or entity; (b) not permit any other person or entity to use their logon identifier and (c) use the Services solely in accordance with the Terms of Service of this Agreement.

3. Usage Restrictions

You shall not: (i) access, store, distribute, or transmit during the course of your use of the Service or Software any Malicious Code or unlawful, threatening, obscene or infringing material; (ii) make the Service or the Software available to anyone other than the Users; (iii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Service or Software; (iv) access the Service or Software in order to build a product or service which competes with the Services; (v) attempt to obtain, or assist third parties in obtaining, access to the Service or the Software other than as provided for in these SaaS Terms of Service; (vi) to the extent that the Service permits a particular amount of usage, use the Service in excess of such amount, or attempt to circumvent such limits; (vii) duplicate, copy, distribute, modify or reuse any portion of the Service or Software without express written permission from Verax; or (viii) use the Service or the Software for any unlawful purpose.

4. Setting up Your Account

4.1. You must provide accurate and complete information, including your legal full name, a working email address, and any other information requested during the account signup process to obtain an account and use the Service, and update this information if it changes.

4.2. You must be a human being to set up an account and use the Service. Accounts may not be created by "bots" or other automated methods.

4.3. You are responsible for keeping your account and password secure, and are also responsible for all activities using your account or password, including any losses of Verax or others due to such unauthorized use. Verax is not liable for any loss or damage that results from your failure to comply with this obligation or unauthorized use of your account.

4.4. You may never use another's account without permission.

4.5. You must notify Verax immediately of any breach of security or unauthorized use of your account.

5. Term and Termination

5.1. Unless otherwise terminated in accordance with these SaaS Terms of Service, Verax will provide the Service to you for the period specified in the order form utilized to order such subscription ("Initial Term"). For paid subscriptions to the Service, the Initial Term shall automatically renew for successive one (1) year terms (each a "Renewal Term") unless terminated by either party to these SaaS Terms of Service upon not less than 30 days written notice to the other party prior to the applicable renewal date (the "Term").

5.2. A party may terminate these SaaS Terms of Service for cause (i) if the other party materially breaches these SaaS Terms of Service and, if such a breach is remediable, fails to remedy that breach within 30 days of that party being notified in writing of the breach, or (ii) if the other party becomes the subject of an order, resolution, petition or any other proceeding relating to insolvency, liquidation, arrangement with creditors or the appointment of a receiver or administrator or any analogous proceedings in any jurisdiction. Verax may terminate these SaaS Terms of Service if you have not paid the fee (if any) for a Renewal Term. To the extent that the subscription to use the Service is provided for without charge, Verax may suspend or terminate your subscription and not allow you to continue using the Service for any reason at any time.

5.3. Upon termination of these SaaS Terms of Service: (i) all rights granted under these SaaS Terms of Service shall immediately terminate; (ii) any Customer Data remaining in the database repository associated with your subscription to use the Service shall be deleted; and (iii) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

6. Payment and Pricing

6.1. Payment and pricing terms for the Service are as specified in the order form utilized to order such subscription. Such prices are exclusive of and do not include sales tax, use tax, value added tax (VAT), withholding tax and similar taxes.

6.2. You will be billed for the Service (if applicable) until you properly cancel your account or Verax terminates your account in accordance with these SaaS Terms of Service. Your cancellation may not take effect until completion of the billing cycle.

6.3. Prices for the Service are subject to change upon 30 days notice from Verax. This notice may be posted on the Verax Site or may appear with the Service itself. If you do not agree to the price change(s), you may cancel your account during this 30-day period. By continuing to use the Service after the effective date of a pricing change, you thereby agree to such pricing change.

6.4. Verax shall not be liable to you or to any third party for any modifications to the Service or prices.

6.5. Late payments will incur interest in an amount equal to the lesser of 1.0% per month or the maximum allowable under applicable law.

7. Proprietary Rights

7.1. The Service (including all associated Software and technology), together with all intellectual property rights therein, are the exclusive property of Verax and its suppliers. All rights are reserved.

7.2. You continue to own all Customer Data, provided that Verax may use for the purposes of evaluating and improving our Service, aggregated Customer Data to compile overall non-customer specific statistics relating to usage of our Service and the infrastructure we use to deliver our service (e.g., number of customers, frequency and manner of usage of various features, performance metrics, etc.).

7.3. Verax, the Verax logo are marks of Verax or its affiliates. Other trademarks, service marks, and trade names that may appear in the Service or Software are the property of their respective owners.

8. Service Availability and Support

8.1. For paid access to the Service, a standard level of the Service availability (does not include scheduled maintenance and updates down times) is 99%. If the Service availability falls below the standard level the following credit mechanism shall be applied:

  • availability of 90-99%: a discount of 10% for the next billing cycle,
  • availability of 80-89%: a discount of 20% for the next billing cycle,
  • availability of 70-79%: a discount of 40% for the next billing cycle,
  • availability below 70%: the next billing cycle free of charge.

8.2. For paid access to the Service, 24x7 technical phone and mail support shall be provided for the Services that are down. Technical support is not available for any free access to the Service, but Verax may (at its discretion) provide error corrections for the Service and updated versions of the Software.

9. Warranty

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND VERAX EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WHILE WE MAKE REASONABLE EFFORTS TO ENSURE THAT THE SERVICE AND SOFTWARE WILL FUNCTION AS CLAIMED, VERAX DOES NOT WARRANT THAT THE SERVICE OR SOFTWARE WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED OR ALWAYS AVAILALBLE, TIMELY, SECURE, FREE OF SECURITY BREACHES, VIRUS ATTACKS AND THE LIKE, OR ERROR-FREE, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE COMPLETE, ACCURATE, OR RELIABLE, THAT THE QUALITY OF ANY INFORMATION OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED. THE SERVICE WILL OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. IN ADDITION, YOU AGREE THAT VERAX WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS.

10. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL VERAX, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ASSIGNS AND AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VERAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING ANY SUCH DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE; THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; TERMINATION OF YOUR ACCOUNT; OR ANY OTHER MATTER RELATING TO THE SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VERAX'S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THE SERVICE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS YOU PAID TO VERAX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Miscellaneous

11.1. You may not falsely imply that any other website, company, or person is associated with the Service, Verax, or any other Verax service.

11.2. You understand that the technical processing and transmission of the Service may be transferred unencrypted over a network, and assume all risks related thereto. Verax shall not be liable to you for any liabilities arising from the operation of the Service over the Internet or other network.

11.3. You may not assign your rights under these SaaS Terms of Service without our prior written consent, which consent shall not be unreasonably withheld.

11.4. This Agreement shall be governed by the laws of the State of Texas without giving effect to any conflicts of laws principles that may require the application of the law of a different jurisdiction. For any dispute or proceeding arising from or relating to these SaaS Terms of Service, you agree to submit to the jurisdiction of, and agree that venue is proper in, the state and federal courts located Dallas, Texas, provided that either party may bring a claim in any court of competent jurisdiction to protect their intellectual property or Confidential Information.

11.5. The failure of either party to exercise or enforce any right or provision of the SaaS Terms of Service shall not constitute a waiver of such right or provision.

11.6. If any provision of these SaaS Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these SaaS Terms of Service, which shall remain in full force and effect.

11.7. Notices. All notices and correspondence under these SaaS Terms of Service shall be in writing and shall be delivered by electronic mail, personal service, confirmed facsimile, express courier, or certified mail, return receipt requested, to the address set forth below for Verax and to the address in the account for you, or at such different address as may be designated by such party by written notice to the other party from time to time. All notices shall be deemed received and effective upon receipt if delivered personally or sent by express courier or confirmed facsimile, and seven (7) days after mailing if sent by certified mail.

11.8. Force Majeure. Neither party shall be liable to the other party for any delay which is due to fire, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. However, in such event, both parties shall resume performance promptly after the cause of such delay has been removed.

11.9. Independent Contractors. The parties are independent contractors and neither party is an agent of the other party. These SaaS Terms of Service do not create a partnership, franchise, joint venture or employment relationship between the parties.