Effective Date: 01 October 2021
By subscribing to the VinDAX Exchange Cloud Services (the “Services”) provided by VinDAX, hosted on VinDAX’s Cloud platforms (the “Cloud Platform”) you (the “Customer”) are agreeing to be bound by the following terms and conditions (the “Agreement”).
1. Term of the Agreement
The duration of this Agreement (the “Term”) shall be specified in writing on conclusion of this Agreement, beginning on the date of conclusion. It is automatically renewed for an equal Term, unless either party provides a written notice of termination minimum 30 days before the end of the Term to the other party.
User: Any user account indicated as active in the Software.
Bug: Is considered a Bug any failure of the Software that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of VinDAX.
3. Access to the Software
The Customer can use the Software hosted on the Cloud Platform. The Cloud Platform is hosted and fully managed by VinDAX.
4.1 Bug Fixing Service
For the duration of this Agreement, VinDAX commits to making all reasonable efforts to remedy any Bug of the Software by the Customer through the appropriate channel (typically, support/email or direct chat via telegram), and to start handling such Customer submissions ASAP.
4.2 Security Updates Service
VinDAX commits to apply the security remedies for any security Bug discovered in a version of the Software hosted on the Cloud Platform, on all systems under its control, as soon as the remedy is available, without requiring any manual action of the Customer.
4.3. Support Services
For the duration of this Agreement, the Customer may open an unlimited number of support tickets free of charge, exclusively for questions regarding Bugs (see 4.1 Bug Fixing Service) or guidance with respect to the use of the standard features of the Software. Other assistance requests, such as questions related to development or customizations may be covered through the purchase of a separate service agreement. In case it’s not clear if a request is covered by this Agreement, the decision is at the discretion of VinDAX.
5. Charges and Fees
The standard charges for the Exchange subscription and the Services are based on a time basis, and specified in writing at the conclusion of the Agreement.
6. Conditions of Services
6.1 Customer Obligations
The Customer agrees to:
- Pay VinDAX any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified at the signature of this contract;
- Take all reasonable measures to keep their user accounts secure, including by choosing a strong password and not sharing it with anyone else;
- Make a reasonable use of the VinDAX Exchange Cloud Services, to the exclusion of any illegal or abusive activities.
6.2 No Soliciting or Hiring
Except where the other party gives its consent in writing, each party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for a period of 12 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions of this section that leads to the termination of said employee toward that end, the breaching party agrees to pay to the other party an amount of $ 30,000.00 (thirty thousand dollars).
Definition of “Confidential Information”: All information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. In particular any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential. For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.
6.4 Termination & Suspension
Either Party may terminate this agreement upon written notice if the other Party breaches any material provision of the Terms of Service and fails, within thirty (30) days after receipt of Notice to correct the breach. Termination of this agreement shall result in automatic corresponding termination of all Service then in effect. Either Party may terminate this agreement in writing at any point when there is no Service then in effect. In addition, (i) VinDAX may terminate this agreement for VinDAX’s convenience at any time without liability to any Customer and (ii) you may terminate this Agreement for its convenience upon full and final payment of all outstanding Fees.
VinDAX may suspend any customer’s rights of use the Services immediately: (i) if you are delinquent or deficient in your payment obligations; (ii) if VinDAX reasonably believes that any Customer is misusing any VinDAX Service in violation of applicable law or in breach of the Terms of Service; (iii) if any Customer Data infringes a third party’s intellectual property or otherwise proprietary rights; (iv) if anyCustomer’s use of any Customer Data or the Services presents a security or liability risk; or (v) if VinDAX is required by law, court order, or a regulatory or government body to suspend the Services.
You agree to indemnify and hold harmless VinDAX Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with, VinDAX Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of VinDAX Services. If you are obligated to indemnify VinDAX Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to these Terms, VinDAX will have the right, in its sole discretion, to control any action or proceeding and to determine whether VinDAX wishes to settle, and if so, on what terms.
7. Limitation of liabilities
To the fullest extent permitted by law, in no event shall either party, nor VinDAX’s representatives, be liable for any indirect, incidental, special, punitive, exemplary, regulatory, or consequential damages, including without limitation any lost revenue or lost data, arising out of or related to the services and/or the terms of service. The remedies provided in this agreement are exclusive, shall apply to all causes of action, and shall apply even if a party should have known that such damages were possible and even if a remedy fails of its essential purpose.
7.2 No remedies
In no event shall VinDAX be liable for any damages which directly or indirectly result from your failure to properly configure your use of the services; your failure to be compatible with any applicable laws and regulation and/or any risks you may involve within the duration of this Agreement.