Terms of Use

PLEASE READ THESE TERMS OF USE (THE “TERMS OF USE”) CAREFULLY BEFORE ACCESSING OR USING THE VEERUM SITES AND SERVICES.

1. VEERUM Inc. (“VEERUM”, “we” or “us”) offers web-based applications designed to provide solutions for cloud storage and visualization of geospatial data (the “Sites”). VEERUM offers access to the Sites along with ancillary services related to the operation of the Sites, including the provision of documentation and other services necessary for the functionality of the Sites (collectively, the “Services”). 

2. VEERUM makes the Sites and Services available to businesses and their affiliates (“Customer”, “You”, “you” or “your”), and their authorized end users (each, an “End User”) subject to the Customer reading, agreeing with, and accepting all of the terms and conditions contained or expressed in these Terms of Use, the Proposal and Order Form, the Privacy Policy and the Acceptable Use Policy. The Customer and VEERUM may each be referred to herein as “Party” or collectively as the “Parties”.

THE TERMS OF USE, PROPOSAL AND ORDER FORM AND ANY DOCUMENTS REFERENCED HEREIN GOVERN CUSTOMER´S  AND ITS END USES’ ACCESS TO AND USE OF THE SITES AND THE SERVICES. CUSTOMER IS THE LEGAL ENTITY DEFINED IN THE PROPOSAL AND ORDER FORM. VEERUM MAY REVISE AND UPDATE THE TERMS OF USE AT ANY TIME. CUSTOMER´S AND ITS END USERS CONTINUED USAGE OF THE SITES  WILL MEAN THAT THE CUSTOMER AND ITS END USERS ACCEPT THOSE CHANGES.

BY SIGNING THE PROPOSAL AND ORDER FORM OR OTHERWISE AGREEING TO THESE TERMS OF USE, THE CUSTOMER SIGNIFIES THEY HAVE READ, AGREED WITH AND ACCEPTED THE PROPOSAL AND ORDER FORM, THESE TERMS OF USE AND ANY OTHER DOCUMENTS REFERENCED HEREIN AND THE TERMS OF USE BECOME A LEGALLY ENFORCEABLE CONTRACT BETWEEN THE PARTIES AS OF THE DATE OF SIGNATURE (THE “EFFECTIVE DATE”).

These Terms of Use incorporate by reference the Proposal and Order Form, the Privacy Policy, which explains how we collect, use, disclose, and otherwise manage personal information in connection with your use of the Sites, as well as the Acceptable Use Policy,  and the Data Processing Exhibit (“DPE”). The Privacy Policy and Acceptable Use Policy are incorporated into, and form integral parts of these Terms of Use.

1 Your Account

1.1 Account Creation. To access the Sites, you must accept and sign the Proposal and Order Form (your “Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required, including complete and accurate billing information. VEERUM may rely on this information to identify you and your activity, and you must promptly update and otherwise maintain your information to keep your Account current at all times. VEERUM may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.

1.2 Account Protection. You agree to keep your Account login, password, and any other credentials secure and not share your Account with any unauthorized users. You are responsible for all use of the Sites on your Account, whether or not it is authorized by you. You acknowledge and agree that you will use the Sites solely in accordance with these Terms of Use, the Proposal and Order Form and the Acceptable Use Policy.

1.3 Account Breach. You agree to notify VEERUM immediately of any unauthorized access to or use of your Account, or if you become aware of any other breach of security affecting the Sites. You agree to exit your Account after each session, and to use particular caution when accessing your Account from a public or shared computer or smart device so that others are not able to view or record your Account password or other personal information. 

1.4 Disabling of Account. If VEERUM disables access to your Account, you will be prevented from accessing the Sites and any information that is associated with your Account. VEERUM is not responsible for any loss of data resulting from the suspension or closure of your Account.

2 Access to the Sites, Support, and End User Restrictions

2.1 Sites Access License. Subject to your compliance with these Terms of Use, Proposal and Order Form and the Acceptable Use Policy found at https://VEERUM.com/app-acceptable-use-policy/. VEERUM shall provide to you a non-exclusive, non-transferable, non-sublicensable right to access and use the Sites and access the Services.

2.2 Scope and Duration of License and Renewal. The license to access the VEERUM Sites and Services in Section 2.1 shall have a term corresponding to the duration of the usage plan purchased (the “Plan Term”) as detailed in the Proposal and Order Form.

2.3 Plan Renewal. Unless otherwise terminated pursuant to these Terms of Use, as set out in Section  13, your plan will automatically renew for the same Plan Term at the end of each Plan Term. Fees will be charged for such a renewal in accordance with the Proposal and Order Form . 

2.4 No Third Party Benefit. Without limitation to anything else in these Terms of Use or the Acceptable Use Policy, you may access and use the Sites and Services solely for your internal business purposes, in accordance with all applicable laws, and not for the benefit of any third parties.

2.5 Use Restrictions. You may not, for yourself or for any other party, and shall not permit your End Users or any other party to: (i) modify, copy, alter, duplicate, download or create any derivative works based on the Sites or Services; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make available the Sites or Services, other than as expressly permitted herein; (iii) reverse engineer, decompile or disassemble any portion of the Sites or the Services, including but not limited to, any software utilized by VEERUM in the provision of the Sites or the Services; (iv) access the Sites in order to build any commercially available product or service; or (v) copy any features, functions, integrations, interfaces or graphics of the Sites.

2.6 Account Interruption for Breach of Terms. VEERUM may terminate an Account, disable access to an Account, or otherwise suspend access to the Sites if we determine, in our sole discretion, that you or an End User has violated these Terms of Use, Proposal and Order Form or the Acceptable Use Policy. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates or is suspected of such violations. 

3 Fees

3.1 Fee Payment. You will pay the fees identified to you at the time of subscribing to the Sites and the Services, inclusive of all taxes payable under applicable law on or with respect to the fees payable to access the Sites for the applicable Plan Term (the “Fees”). You shall pay all fees as stipulated in the Proposal and Order Form. Unless otherwise stated, all fees are quoted and payable in United States Dollars and are based on access rights subscribed for, even if not fully utilized. You shall provide VEERUM with complete and accurate billing and contact information when creating your Account. 

3.2 Taxes. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”). If, at any time, you are required to deduct or withhold any Taxes, the sum due from you to VEERUM in respect of such payment shall be increased to the extent necessary to ensure that, after making such deduction or withholding, VEERUM shall receive and retain a net sum equal to the sum which they would have received had no such deduction or withholding have been required to be made, and you shall pay the amounts so deducted or withheld to the relevant taxation or other authorities in accordance with applicable laws. You will prepare and file any affidavits or returns required in connection with the foregoing at its own cost and expense. In addition, you shall indemnify, defend and hold harmless VEERUM for the full amount of Taxes paid or remitted by you, as appropriate, and you shall be responsible for, and pay, all liabilities (including, without limitation, penalties, interest and expenses) arising from or with respect to the Taxes.

3.3 Late Fees. VEERUM may charge late charges at the rate of 2% of the outstanding balance of Fees per month (24% per annum), or the maximum rate permitted by law, whichever is lower, on any amount not received by VEERUM by the due date (except with respect to amounts then under reasonable and good faith dispute), from the date such payment was due until the date such payment is made in full. 

3.4 Non-Cancellable. All payment obligations under these Terms of Use, Proposal and Order Form are non-cancelable and all amounts paid are non-refundable.

3.5 Disputed Payment Suspension. If any Fees you owe are more than thirty (30) days overdue (except with respect to amounts then under reasonable and good faith dispute), in addition to any other rights or remedies it may have under these Terms of Use or by law, VEERUM reserves the right to suspend your access to the Sites and/or Services upon thirty (30) days’ written notice, without liability to you, until such amounts are paid in full.

3.6 Fee Increases. VEERUM may change the amount of the Fees payable for access to the Sites from time-to-time as stipulated in the Proposal and Order Form. We will provide you with [30] days advanced notice prior to any changes in Fees by sending an email to the email account provided while forming your Account, providing notice through the Sites, or by similar means. 

4 Intellectual Property Rights and Proprietary Rights

4.1 Definition. In these Terms of Use, “Intellectual Property Rights” means any and all intellectual and industrial property rights and rights of a similar nature including all rights in and to, patents namely all issued patents and inventions and pending applications therefore and patents which may be issued from current applications (including divisions, reissues, renewals, re-examinations, continuations, continuations-in-part and extensions); trade-marks; copyrights; industrial design rights; rights pertaining to trade secrets and confidential information; publicity rights; personality rights; moral rights; and other intellectual property rights whether registered or not and all applications, registrations, renewals and extensions pertaining to the foregoing.

4.2 VEERUM’s Intellectual Property Rights. As between you and VEERUM, VEERUM holds sole and exclusive ownership of the Sites, VEERUM’s Confidential Information (defined below) and all Intellectual Property Rights (defined below) therein, and all copies and modifications thereof or thereto. You will not take any action inconsistent with such title and ownership. The Sites and all of VEERUM’s Intellectual Property Rights therein and relating thereto will be treated as VEERUM’s confidential information. VEERUM reserves all rights, title and interest in and to the Sites and all related Intellectual Property Rights. No rights or ownership are granted to you hereunder other than as expressly set forth herein.

4.3 User Submitted Data. You represent, warrant and covenant to VEERUM that you own or otherwise have, and will have, the necessary rights and consents in and relating to the electronic data or information submitted by you or any End User to the Sites (the “User Submitted Data”) so that, as received by VEERUM and processed as contemplated by these Terms of Use, Proposal and Order Form they do not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights or any privacy or other rights of any party or third party or violate any applicable laws, of any applicable jurisdictions, including privacy and data protection laws. 

You represent, warrant and covenant to VEERUM that you and any End User will not submit electronic data or information to the Sites that will constitute sensitive data under any applicable laws, including health data; biometrics and genetic data; data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; data concerning a natural person’s sex life or sexual orientation, or relating to criminal convictions and offences.

2.1 All User Submitted Data shall remain your property, and you are responsible for the content, accuracy, quality, use, rights to use, and legality of all such User Submitted Data. 

4.4 License to VEERUM for User Account Data and User Metadata      

2.2 “User Account Data” means all data relating to your relationship with VEERUM including: (i) End Users’ account information (e.g. name, email address, contact details) (ii) billing and contact information of individual(s) associated with Customer’s Sites account (e.g. billing address, financial payment details, email address, or name); (iii) End Users’ device and connection information (e.g. IP address); and (iv) content/description of support requests (excluding attachments). 

2.3 “User Metadata” means any data relating to or obtained in connection with the use, performance, operation, support or use of the Sites. 

2.4 Subject to these Terms of Use, you grant to VEERUM a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide, and fully sublicensable license to access, collect, store, anonymize, aggregate, and use any User Account Data and User Metadata; you hereby irrevocably grant all such rights and permissions in or relating to User Account Data and User Metadata: (a) to VEERUM and our personnel, service providers, and any other subcontractors as are necessary or useful to meet our obligations under these Terms of Use, including the provision of the Sites and the Services and produce analytics; and (b) to VEERUM as are necessary or useful to enforce these Terms of Use and exercise its rights and perform its obligations hereunder.

4.5 Aggregated and Anonymized Data. You acknowledge and agree that VEERUM shall own all results from aggregating, anonymizing, or otherwise processing User Account Data and User Metadata, including compilations and derivative works thereof, and can use such data for any purpose (including, for example, to improve or expand VEERUM’s product offerings). As between the Parties, VEERUM owns any and all aggregated and statistical data or metadata derived from the operation of the Sites and User Account Data and User Metadata including, without limitation, the number of records in the Sites, the number and types of transactions or interactions made, configurations of any End User, and reports processed in the Sites, end user device and network data, reports processed in the Sites, and the performance results for the Sites (the “Aggregated Data”). Nothing in these Terms of Use shall be construed as prohibiting VEERUM from utilizing the Aggregated Data for purposes of operating VEERUM’s business or otherwise, including the sale, licensing, reproduction and distribution of such data (to the extent not otherwise restricted by law) provided that VEERUM’s use of Aggregated Data will not reveal the identity of any individual. 

4.6 Models. In these Terms of Use, “Model” means any method or system that applies statistical, economic, financial, or mathematical theories, techniques, and assumptions to process input data into outputs that are estimates or predictions (not outputs based on deterministic rules). A Model may use machine learning to generate outputs.

2.5 Without limiting VEERUM’s other rights set out in these Terms of Use, Customer acknowledges and agrees that VEERUM may use User Submitted Data, User Account Data, User Metadata, Aggregated Data and other data collected in accordance with Section 4, except for any Personal Information contained therein (as defined below), to develop, train and improve VEERUM’s Models, and that all such Models (including improvements thereto) and all Intellectual Property Rights therein are owned by VEERUM in accordance with this Section 4.

4.7 Feedback. You may provide VEERUM with suggestions, enhancement requests, recommendations or other feedback relating to the operation or functionality of the Sites (“Feedback”). You have no obligation to provide Feedback. However, when you do, you grant VEERUM a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to exploit the Feedback for any purpose, including to use or incorporate Feedback into the Sites or Services. VEERUM shall have no obligation to utilize Feedback. Nothing in these Terms of Use will impair VEERUM’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that you may develop, produce, market, or distribute.

4.8 Marketing Use. Where the End User is a corporation, End User shall grant a transferrable, irrevocable, royalty-free, fully paid-up, and worldwide license to VEERUM to allow for the use of End User’s name and logo in lists of customers, on marketing materials, and on the Website.

5 Access to Third Party Accounts

If you elect to have the Sites access, import, export, or otherwise use information from or send information to third party systems by providing the Sites access to such third party accounts, VEERUM or any service provider used to connect the VEERUM platform to your third party account (the “Access Provider”) will access such third party accounts for the purposes of connecting to the Sites and/or providing the Services. By providing the requisite access information to the Sites, you grant VEERUM and the Access Provider permission and authority to access the relevant third party accounts, on your behalf, and retrieve the relevant information to make it available as part of the Sites or Services. You are not entitled to provide the Sites with any access information for any third party accounts for which you are not the principle account holder or have the authority to act on behalf of the principal account holder. By providing access information to third party accounts you acknowledge that there may be certain implications on, among other things, your or the principal accountholder’s rights under such accounts and you agree that you have informed yourself of, and agree to, such implications. If you are not the principal accountholder, you represent and warrant that you have informed the principal accountholder of such implications and they have consented to such implications. You remain responsible for all activity on your Sites or third party account(s). 

6 Customer  Responsibility

6.1 Customer Responsibility. You have sole responsibility for: (a) the content, accuracy, quality, use and legality of all User Submitted Data and User Account Data submitted by you and your End Users; (b) all information, instructions and materials provided by you or on your behalf in connection with the access and/or use of the Sites; (c) your information technology infrastructure, including hardware, software, databases, electronic systems (including, without limitation, database management systems), networks and internet connectivity (the “User Systems”); (d) the security and use of your access credentials; all access to and use of the Sites directly or indirectly by or through the User Systems or your Account, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use; and (f) preventing, and shall prevent, unauthorized access to, or use of, the Sites, and shall notify VEERUM promptly of any such unauthorized access or use. 

6.2 Compliance with Laws and Other Prohibited Acts. You shall not, and shall ensure any other End Users you employ or are affiliates of, do not: (i) use the Sites in violation of any applicable laws, regardless of jurisdiction; (ii) in connection with the Sites, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including without limitation any material that violates privacy rights or laws; (iii) send or store malicious code in connection with the Sites (meaning viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs, including without limitation that which is capable of halting or impairing operations or erasing, altering, copying or executing unapproved transfers of data or programs); (iv) interfere with or disrupt performance of the Sites or the data contained therein; or (v) attempt to gain access to the Sites or its related systems or networks in a manner that is inconsistent with the Acceptable Use Policy or is otherwise not permitted under these Terms of Use.

7 Warranties

7.1 Mutual Warranties. Both Parties represent, warrant, and covenant that (a) they have the authority to agree to these Terms of Use, and (b) shall comply with all applicable laws in connection with the obligations or exercise of rights under these Terms of Use.

7.2 Limitation of VEERUM Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VEERUM PROVIDES THE SITES AND THE SERVICES “AS-IS” AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. VEERUM DOES NOT WARRANT THAT THE SERVICES OR THE VEERUM PLATFORM WILL BE ERROR FREE, UNINTERRUPTED, MEET CUSTOMER, END USER’S OR ANY OTHER PERSON’S REQUIREMENTS, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE OR COMPLETE. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO YOU IN CONNECTION WITH THE PROVISION OF THE SERVICES AND THE ACCESS TO AND USE OF THE PLATFORM BY CUSTOMER AND ANY END USER.

7.3 Service Level Availability Policy. If you have purchased access to the Digital Twin application, as defined in the Proposal and Order Form, VEERUM provides support services detailed in the Service Level Availability Policy annexed below. 

8 Confidential Information

8.1 Definitions. For the purposes of these Terms of Use, “Confidential Information” means all information of a confidential nature provided by the Disclosing Party to the Receiving Party (defined below), which includes, but is not limited to, User Submitted Data (as End User’s Confidential Information) and VEERUM property, Sites pricing and Sites product information (as VEERUM’s Confidential Information).  However, Confidential Information does not include any information that: 

(i) is now, or hereafter becomes, through no act or failure to act on the part of the Receiving Party, generally known or available to the public; 

(ii) was acquired by the Receiving Party before receiving such information from the disclosing party and without restriction as to use or disclosure thereof;

(iii) is hereafter furnished to the Receiving Party by a third party without violating any restriction as to use or disclosure thereof; or

(iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The “Disclosing Party” is the Party to whom Confidential Information relates, and the “Receiving Party” means the Party receiving or otherwise coming into possession or obtaining knowledge of the other Party’s Confidential Information.

8.2 Mutual Obligations. Subject to Section 8.3, each Party shall (a) keep confidential and not disclose any Confidential Information of the other Party except as expressly permitted by these Terms of Use, and (b) not use any Confidential Information of the other Party for any purpose other than as and to the extent expressly permitted under these Terms of Use or as may be reasonably necessary to perform its obligations or exercise its rights pursuant to this Terms of Use. Each Party agrees to protect the Confidential Information of the other Party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care.

8.3 VEERUM Permitted Disclosure. VEERUM may, in its capacity as a Receiving Party, disclose Confidential Information of the Disclosing Party:

(a) to VEERUM’s personnel, including those of its affiliates, and any of VEERUM’s service providers, if and to the extent that such persons need to know the Confidential Information to perform their obligations under these Terms of Use, such as the provision of access to the Sites and Services to you; and

(b) if and to the extent required by a governmental authority, on condition that, to the extent permitted by law, before disclosing such Confidential Information, VEERUM must use commercially reasonable efforts to promptly notify the Disclosing Party of the required disclosure and, at the Disclosing Party’s cost and expense, cooperate with the Disclosing Party to take such steps as it desires to challenge or contest such disclosure or seek a protective order.

8.4 Notice of Unauthorized Disclosure. Each Party, in its capacity as a Receiving Party, shall notify the Disclosing Party of any suspected or actual unauthorized disclosure or use of such Disclosing Party’s Confidential Information, and will maintain commercially reasonably physical, administrative, and technological security measures and back-up processes and procedures designed to protect Confidential Information of the other party in accordance with these Terms of Use. If a Party discloses or uses (or threatens to disclose or use) any Confidential Information of the other Party in breach of the confidentiality protections in this Section 8, the other Party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts.     

9 Personal Information

9.1 General. In the course of providing you and any End User access and use of the Sites and Services, you and any End User may provide VEERUM or enter, upload, transfer, transmit to the Sites personally identifying information about yourself, your employees, or any other persons (“Personal Information”). We may also be required to collect, process, and use this provided Personal Information as well as other we collect as a result of your access and use of the Services. For more information on how we collect, use, and process your Personal Information under these Terms of Use, our privacy practices and protections are described in our Privacy Policy and our Data Processing Exhibit. We invite you to review our Privacy Policy and Data Processing Exhibit in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your personal information.  By accepting these Terms of Use, you agree to the terms of the Privacy Policy, the Data Processing Exhibit, and any changes to it we may make to them from time to time.       

10 Indemnification by You

10.1 Your Indemnification. You agree to defend, indemnify and hold harmless VEERUM, its representatives, affiliates, licensees, successors, assigns, and its and their respective directors, officers, shareholders, employees, contractors and agents, from and against any and all claims arising from, out of, in connection with, or relating to any:

(a) User Submitted Data, User Account Data or the use of the User Submitted Data, User Account Data as contemplated by these Terms of Use; 

(b) any other materials or information provided by or on your behalf or any End User and VEERUM’s compliance with any specifications or directions provided by or on behalf of you or any End User; 

(c) actual or alleged breach of your representations, warranties, covenants or obligations under these Terms of Use; or

(d) the negligence of you, any of your End Users, or any third party on your behalf or the behalf of your End Users, in connection with these Terms of Use.

11 Limitation of Liability

EXCEPT WITH RESPECT TO YOUR PAYMENT OBLIGATIONS OF FEES UNDER THESE TERMS OF USE, YOUR INDEMNIFICATION OBLIGATIONS, YOUR INFRINGEMENT OF VEERUM’S INTELLECTUAL PROPERTY RIGHTS OR YOUR  BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THESE TERMS OF USE, TO THE MAXIMUM EXTENT PERMITTED BY LAW NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY UNDER THESE TERMS OF USE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS OF USE OR THE VEERUM PLATFORM OR SERVICES, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS OR CONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VEERUM SHALL HAVE NO LIABILITY TO YOU FOR ANY LOST PROFITS, LOSS OF DATA OR USE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS OF USE OR YOUR USE OF OR ACCESS TO THE VEERUM PLATFORM OR SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE VEERUM PLATFORM OR SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION IN THE PROVISION OF YOUR ACCESS OR USE OF THE VEERUM PLATFORM OR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VEERUM’S MAXIMUM TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF USE, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED FEES ACTUALLY PAID BY YOU TO VEERUM FOR THE VEERUM PLATFORM OR SERVICES DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD WHICH THE CLAIM AROSE. 

12 Modification of the Terms of Use

We reserve the right, in our sole and absolute discretion, to update or change any portion of these Terms of Use at any time. We will provide you with reasonable advance notice of changes to the that materially adversely affect your use of the Sites or your rights under the Terms of Use by sending an email to the primary email address associated with your Account, providing notice through the Sites, providing notice via the VEERUM Support Center, or by similar means. However, VEERUM may make changes that materially adversely affect your use of the Sites or your rights under the Terms of Use at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to these Terms of Use will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Sites after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Use as amended. If you do not agree to the amended Terms of Use, you must stop accessing and using the Sites.

13 Term and Termination

13.1 Agreement Term. The term of these Terms of Use will begin on the Effective Date and will continue to constitute the legal relationship of the Parties with respect to the Sites and Services until terminated by us or by you, as provided below (the “Agreement Term”).

13.2 VEERUM Termination Rights. VEERUM may terminate these Terms of Use:

(a) At VEERUM’s discretion, with 30 days prior written notice; and

(b) Automatically,

(i) and without notice from VEERUM if you fail to comply with any terms or conditions of these Terms of Use  ; and

(ii) once the active Plan Term is complete and you otherwise do not pay any Fees due for the renewal of your use of the Sites or Services.

13.3 Your Termination Rights. If you want to terminate your legal agreement with VEERUM with respect to your access or use of the Sites or Services, you may request such termination, with 60 days prior written notice, by emailing [email protected] 

13.4 Termination for Material Breach. Without restricting the above, VEERUM may terminate the Terms of Use immediately with written notice for a material breach of the agreement or if the other party becomes subject to insolvency or bankruptcy proceedings.

13.5 Effect of Termination. Upon any termination of these Terms of Use, you shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the Sites and Services and VEERUM Confidential Information. Termination for any reason shall not relieve you of the obligation to pay any fees accrued or due and payable to VEERUM prior to the effective date of termination, and termination for any reason other than for uncured material breach by VEERUM shall not entitle you to a refund of any prepaid fees or relieve you of the obligation to pay all future amounts due.

13.6 Availability of Data. Upon any termination or expiration of these Terms of Use, VEERUM will have no obligation to store, maintain, or provide to you any of your User Submitted Data and may thereafter, unless legally prohibited, delete all of your User Submitted Data from Sites. During the Agreement Term, you may extract your User Submitted Data using VEERUM’s standard web services. 

14 Survival All provisions of these Terms of Use which by their nature are intended to survive termination or expiration of these Terms of Use shall survive any termination or expiration of these Terms of Use, including, without limitation, Subsection 4.5 and 4.7, and Sections   4,  8,    9,  10,  11, 14, and 15.

15 General Terms

15.1 Entire Agreement. These Terms of Use, Proposal and Order Form, as well as any other rules, procedures or protocols established by VEERUM referenced herein (including the Privacy Policy), constitute the entire agreement between you and VEERUM with respect to the subject matter hereof. VEERUM and its affiliates, and their respective directors, officers, employees, agents, successors, and assigns shall be considered beneficiaries under these Terms of Use and shall each have the right to enforce the provisions of these Terms of Use directly, jointly or on its own behalf.  

15.2 Governing Law. These Terms of Use shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of laws or choice of law provisions or rule that would cause the laws of any other jurisdiction to apply other than those of the Province of Ontario.  Unless prohibited by applicable law, you agree that any action you commence in connection with the Sites, the Services or your User Data may only be brought in the applicable courts located in the City of Toronto. 

15.3 Export. Each Party shall comply with the export laws and regulations of Canada, including all other applicable jurisdictions to Customer operations and its End Users, in providing access and using the Sites and Services. Without limiting the generality of the foregoing, you shall not make the Sites available to any person or entity that: (i) is located in a country that is subject to a Canadian government embargo; (ii) is listed on any Canadian government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction.

15.4 Relationship of the Parties. The Parties are independent contractors. These Terms of Use do not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship or any exclusivity between the Parties. There are no third party beneficiaries to these Terms of Use unless otherwise explicitly stated in these Terms of Use.

15.5 Waiver. No waiver by any Party of any provision or part of these Terms of Use at any time shall constitute or evidence a waiver by such Party of any other provision or other part of such provision or of the same provision or part at any other time. A failure to insist upon strict performance of any part or provision of these Terms of Use shall not be construed as a waiver of any rights under any part or provision.

15.6 Severability. If any provision of these Terms of Use are held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms of Use shall remain in effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in an End User’s own form of purchase order or in any other such End User ordering documentation shall be incorporated into or form any part of these Terms of Use, and all such terms or conditions shall be null and void. 

15.7 Force Majeure. VEERUM shall not be liable to you for any failure or delay in performance under these Terms of Use (other than for delay in the payment of money due and payable hereunder) for causes beyond its reasonable control and occurring without its fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. 

15.8 Assignment. Neither Party may assign these Terms of Use, or any of its rights or obligations, without the prior written consent of the other party, with such consent not unreasonably withheld; provided that VEERUM may assign these Terms of Use, or any of its rights or obligations thereunder, to an affiliate of VEERUM or in the context of a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

15.9 Language. You agree that these Terms of Use any correspondence in connection therewith will be drawn up in English only. Vous convenez que ces Conditions d’utilisation et toute correspondance connexe seront rédigés en anglais seulement.

15.10 Contact and Inquiries. If you have any questions regarding these Terms of Use or the platforms generally, please contact VEERUM at [email protected].

You may also reach us by calling 1 (877) 325-6326 or sending a letter to:

The Ampersand, North Tower

2710 – 140 4 Ave SW

Calgary, AB, Canada T2P 3N3

15.11 Notices. Our addresses above in Section 15.10 shall also be the appropriate addresses of any notices to VEERUM under these Terms of Use. For any notices to you, we shall rely on the email address associated with your Account or the notification system of the Sites.

ANNEX A

Production Support and Service Level Availability Policy (SLA)

This document contains VEERUM’s Production Support and Service Level Availability Policy (“SLA”). This SLA is subject to and incorporates the terms of the Master Subscription Agreement between the Parties. Capitalized terms, unless otherwise defined herein, shall have the same meaning as in the Master Subscription Agreement.

1. Technical Assistance Terms:

VEERUM will provide Customer with such technical assistance between 8:00 am Mountain Time and 6:00 pm Mountain time (“Regular Business Hours”) at stated in this SLA.

2. Service Availability:

VEERUM’s Service Availability commitment for a given calendar month is 99%. Service Availability is calculated per month as follows:

(Total minus Unplanned Outage minus Planned Maintenance / Total minus Planned Maintenance) X100 

Definitions:

Total is the total minutes in the month

Unplanned Outage is total minutes unavailable due to an unplanned outage in the month

Planned Maintenance is total minutes of planned maintenance in the month.

Currently, Planned Maintenance is three (3) hours for weekly maintenance and four (4) hours for monthly maintenance, performed at times intended to attempt to minimize the impact on VEERUM’s customers. VEERUM reserves the right to conduct emergency maintenance as required, and will use reasonable efforts to provide prior notification to Customer of any such emergency maintenance. 

If actual maintenance exceeds the time allotted for Planned Maintenance it is considered an Unplanned Outage. 

The measurement point for Service Availability is the availability of the Service at the VEERUM production data center’s Internet connection points. Customer may request an availability report not more than once per month via the Customer Center.

3. VEERUM Update Process and Notifications:

From time to time, VEERUM introduces new features and functionality of the Service (“Update”). VEERUM has adopted a continuous delivery model where Updates (if any) will be deployed in a manner that is intended to attempt to minimize the impact on VEERUM’s customers. Time required for deploying Updates shall not be considered an Unplanned Outage.

4. Service Response:

VEERUM’s Service Response commitment is:  not less than 50% of (online) transactions in two (2) seconds or less and  not more than 10% in five (5) seconds or more, with the exception of large spatial files. Service Response is the processing time of the Service in the VEERUM production data center to complete transactions submitted from a web browser.

The time required to complete the request will be measured from the point in time when the request has been fully received by the encryption endpoint in the VEERUM production data center, until such time as the response begins to be returned for transmission to Customer. Customer may request a response time report not more than once per month via the Customer Center.

5. Disaster Recovery:

VEERUM will maintain a disaster recovery plan for the Service. VEERUM’s recovery time objective is forty eight (48) hours, measured from the time that the Service becomes unavailable until it is available again. VEERUM performs daily back-ups and will use reasonable efforts to restore the Service to the last daily back-up.

6. Case Submittal and Reporting:

Customer’s Named Support Contacts may submit cases to VEERUM Support via email. Named Support Contacts must be trained on the VEERUM product(s) for which they initiate support requests. Each case will be assigned a unique case number.

7. Severity Level Determination:

Customer shall reasonably self-diagnose each support issue and recommend to VEERUM an appropriate Severity Level designation. At VEERUM’s discretion, VEERUM may validate Customer’s Severity Level designation, or notify Customer of a proposed change in the Severity Level designation to a higher or lower level. In the event of a conflict regarding the appropriate Severity Level designation, each Party shall promptly escalate such conflict to its management team for resolution through consultation between the Parties’ management, during which time the Parties shall continue to handle the support issue in accordance with VEERUM’s Severity Level designation. 

8. Support Issue Production Severity Levels – Response and Escalation:

Response time, as referred to in this Schedule, is the period from the time the production case was received by VEERUM via email within VEERUM’s Regular Business Hours until VEERUM responds to Customer or escalates within VEERUM, if appropriate, within VEERUM’s Regular Business Hours. For clarity, VEERUM only responds during its Regular Business Hours, and all response times, as referred to in this Schedule, shall mean VEERUM will respond within such number of hours within its Regular Business Hours. Because of the widely varying nature of issues, it is not possible to provide specific resolution commitments. A resolution (if any) may consist of a fix, workaround, delivery of information or other commercially reasonable solution to the issue.

Severity Level 1:

Definition: The VEERUM Service is unavailable for all users.

VEERUM Response Commitment: VEERUM will respond within one (1) hour of receipt of case. 

Resolution: VEERUM will work to address the problem until the Service is returned to operation. Customer will be notified of status changes.

Escalation: If the problem has not been resolved within one (1) hour, VEERUM will escalate the problem to the appropriate VEERUM organization. The escalated problem will have higher priority than ongoing support, development or operations initiatives.

Customer Response Commitment: Customer shall remain accessible by phone for troubleshooting from the time a Severity 1 issue is logged until such time as it is resolved.

Severity Level 2:

Definition: The VEERUM Service contains a bug that prevents Customer from executing one or more critical business processes with a significant impact and no workaround exists.

VEERUM Response Commitment: VEERUM will respond within two (2) hours of receipt of case. 

Resolution: VEERUM will work to address the problem until the Service is returned to operation. Customer will be notified of status changes.

Escalation: If the problem has not been resolved within four (4) hours, Customer may request that VEERUM escalate the problem to the appropriate VEERUM organization where the escalated problem will have higher priority than ongoing development or operations initiatives.

Customer Response Commitment: Customer shall remain accessible by phone for troubleshooting from the time a Severity 2 issue is logged until such time as it is resolved.

Severity Level 3:

Definition: The VEERUM Service contains a bug that prevents Customer from executing one or more important business processes. A workaround exists but is not optimal.

VEERUM Response Commitment: VEERUM will respond within four (4) hours of receipt of case. 

Resolution: If resolution requires a VEERUM bug fix, VEERUM will add the bug fix to its development queue for future Update and suggest potential workaround until the problem is addressed in a future Update. Customer will be notified of status changes.

Escalation: If progress is not being made to Customer’s reasonable satisfaction, Customer may request that VEERUM escalate the problem to the appropriate VEERUM organization.

Customer Response Commitment: Customer will respond to VEERUM requests for additional information and implement recommended solutions in a timely manner.

Severity Level 4:

Definition: The VEERUM Service contains an issue that may disrupt important business processes where a workaround is available or functionality is not imperative to Customer’s business operations.

VEERUM Response Commitment: VEERUM will respond within twenty-four (24) hours of receipt of case.

Resolution: If resolution requires a VEERUM bug fix, VEERUM will add the bug fix to its development queue for future Update and suggest potential workaround until the problem is addressed in a future Update. Customer will be notified of status changes.

Escalation: Customer may request that VEERUM escalate the problem to the appropriate VEERUM organization.

Customer Response Commitment: Customer will respond to VEERUM requests for additional information and implement recommended solutions in a timely manner.

Severity Level 5 (Including Customer Care and Operations Requests):

Definition: Non-system issues such as Named Support Contact change, requests for SLA reports or business documents, etc. 

VEERUM Response Commitment: VEERUM will respond within twenty-four (24) hours of receipt of case.

Resolution: VEERUM will respond to request. Customer will be notified of status changes.

Escalation: Customer may request that VEERUM escalate the problem to the appropriate VEERUM organization.

Customer Commitment: Customer will respond to VEERUM requests for additional information in a timely manner.

9. VEERUM Support Scope:

VEERUM will support functionality that is developed by VEERUM and under its direct control. For all other functionality issues or errors in the Service caused by issues, errors or changes in Customer’s information systems or third party products or services, VEERUM may assist Customer and its third party providers in diagnosing and resolving issues or errors but Customer acknowledges that these matters are outside of VEERUM’s support obligations. VEERUM is not responsible for any Service failures attributable to  Customer’s acts or omissions; or  force majeure events.

10. Service Credits:

In the event of a failure by VEERUM to satisfy its response obligations under this SLA, as Customer’s sole and exclusive remedy, at Customer’s request, VEERUM shall provide service credits in accordance with the following matrix: 

A. First month of missed availability or response minimum: The Parties shall meet to discuss possible corrective actions.

B. Second consecutive month: 10% of the Subscription Fee paid for the applicable month for the affected Service.

C. Third consecutive month: 20% of the Subscription Fee paid for the applicable month for the affected Service.

D. Fourth consecutive month: 30% of the Subscription Fee paid for the applicable month for the affected Service.

E. Fifth consecutive month: 40% of the Subscription Fee paid for the applicable month for the affected Service.

F. Sixth consecutive month: 50% of the Subscription Fee paid for the applicable month for the affected Service.

G. More than six consecutive months: Within thirty (30) days of such failure either Party shall have the option to terminate the entire Agreement and upon such termination Customer shall receive a refund of all prepaid subscription fees that are unearned as of the date written notice of such termination is received.

H. If more than one of the above (a through g) is triggered, Customer will be eligible for the greater amount. Credits (if any) shall be deducted from subsequent invoices for subscription fees or other fees or, upon expiration or termination of the Agreement, paid to Customer directly.