Veris Visitor Management Application-Terms of Service

Customer Terms of Service Agreement

Last Updated: March 25, 2022

Thank you for using the website and services offered by Digicred Technologies Private Limited (together with its subsidiaries and other affiliates, “Veris”, “we”, “us”, “our”), which provide certain workplace experience, human resource,, and information technology services and related software services, including but not limited to, smart workplace experience management, visitor management, space scheduling, access control, building management, people identification, physical security, human resources information management, device management, data analytics and other services that may be added to Veris’s website and service offerings from time to time (Veris’s website, services, and any related software, mobile applications and other applications, are referred to collectively, herein as the “Veris Services”). The specific Veris Services you order will be set forth in ordering documents (including any online form) issued by Veris specifying the Veris Services to be provided hereunder (“Service Order Forms”). To be eligible to register for a Veris account and use any Veris Services, you must review and accept the terms of this Agreement by executing the applicable Order Form provided by us and/or checking on the “I Agree” button, or digitally sign or other mechanism provided. Your authorization to access and use any Veris Services is conditioned on your acceptance of and compliance with the terms of this Agreement.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT OR USING ANY OF THE VERIS SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS WITH VERIS AND TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN THE VERIS DATA PROCESSING ADDENDUM AND VERIS PRIVACY POLICY, WHICH ARE PART OF THIS AGREEMENT.

Your account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and that you consent to do business electronically.

This Agreement applies to all Customers of the Veris Services, including, as applicable, administrators or employees authorized to act on behalf of an entity or other organization with respect to the Veris Services (collectively, “Customers”). If you are registering for a Veris account or using the Veris Services on behalf of an entity or other organization, references to “you” are to such entity or organization and you are agreeing to this Agreement for that entity or organization and representing to Veris that you have the authority to bind that entity or organization to this Agreement (the term “Customer” will also refer to that entity or organization).

1 Definitions

“Account” means any accounts or instances created by or on behalf of a Customer and/or its Users for access to and use of any of the Services.

“Affiliate” or “Subsidiary”  means, with respect to a party to this Agreement, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

“Confidential Information” means all information disclosed by one party to the other party, orally, in writing or electronically, that is designated as “confidential” (or with a similar legend), or which a reasonable person should understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include any information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Customer Data” means, all electronic data, text, messages or other materials, including, without limitation, Personal Data of Users, submitted to the Services by Customer or its Users through Customer’s Account in connection with Customer’ use of the Services.

“Personal Data” means, any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data and (ii) is protected as personal data or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).

“Data Processing Addendum” or “DPA” means Veris’ Data Processing Addendum as shared or available by sending an email to legal@getveris.com, as updated from time to time.

“Privacy Notice” means, Veris’ privacy notice, as shared or available by sending an email to legal@getveris.com, as updated from time to time.

“Data Claims” means any claims arising from either (a) a party’s breach of Section 3.3 (User Data), Section 6.4 (Confidentiality), the DPA, the BAA (if applicable), or the Privacy Notice, where such breach results in the unauthorized disclosure of User Data or Customer Data, or (b) breach of Section 3.6  (Prohibited Activities).

“User” or “Agent” means, any individual who is authorized by Customer to use the Services, including an Account administrator, employees, consultants, contractors, and agents of Customer or its Affiliates, and third parties with which Customer or its Affiliates transact business including any person or entity other than Customer or Customer’s Users with whom Customer interacts using the Services

“End Points” means, number of terminals, touch devices, computers, devices, sensors, integrations touchpoints, applications or any other interface of Veris technology deployed, performing the task of intelligent data collection, aggregation, user interaction, data processing or information dissemination.

“Veris Technology” means, (i) the Services, Software, Mobile Apps, Documentation, Veris’ APIs, Veris’ website(s) and any content published on the Veris’ websites, (ii) any training materials, support materials, templates, tools, methodologies or know-how, (iii) Veris’ Confidential Information and (iv) any modifications or derivative works of the foregoing.

“Services” means, the Veris software-based service offerings identified on the SOF and any Updates, including any Software, API or Documentation made available by Veris with such offering, but excludes any applications or APIs separately provided by third parties.

“Mobile App” means the Veris-branded Software applications provided by Veris to enable access and use of the Services through mobile or other handheld devices (such as apps on iOS or Android devices).

“Service Order Form or SOF or Order Form” means, (i) any work order or Purchase Order executed by and between Customer and Veris, or (ii) any online ordering document or process completed by Customer, including any online registration through a Website, or Purchase Order issued each of which detail, the Services subscribed to and corresponding Service Plans, the number of Users and/or number of endpoints authorized to use the Services, Fees payable to Veris, the applicable Subscription Term, and any relevant additional terms and conditions, including but not limited to mode of provisioning  of services, location of provisioning of services, third-party integrations and professional services if applicable. This may also include any change order forms.

“Professional Services Agreement” means, Veris’ professional services agreement as shared or available by sending an email to legal@getveris.com , as updated from time to time.

“Service Plans” means, the pricing plans and other packaged offering limitations for and the applicable Services for which Customer subscribes with respect to any User and/or endpoint.

“Subscription Term” means, the period stated on a SOF during which Customer subscribes to the Service Plans, starting from the date of Purchase order or for online Customers, the date of sign up on the Website

“Supplemental Terms” means, the Services specific terms as shared or available by sending an email to legal@getveris.com

“Documentation” means, the then-current, generally available user documentation provided by Veris detailing the functionalities of the Software and the Services.

“Update” means, the generally available updates, upgrades, hot fixes, patches, workarounds to the Software or Service provided by Veris to all subscribing customers, but excludes separately priced new products or modules.

2 Veris Services

2.1 Provision of Veris Services – Core Services

(a) Provision of Veris Services Veris makes the Veris Services available pursuant to this Agreement, and any applicable Service Order Form, the Veris Privacy Policy, the BAA (if applicable), the Veris Data Processing Addendum, the Professional Services Terms (is applicable), and/or any supplemental terms referenced herein or which Veris may present you for review and acceptance at the time you subscribe to the applicable Veris Service (collectively, “Supplemental Terms”), all of which are hereby incorporated into and form a part of this Agreement. In the event of conflict between the provisions of this Agreement and any Supplemental Terms, the Supplemental Terms will control, and in the event of conflict between the provisions of the Veris Privacy Policy and the Veris Data Processing Addendum, the Veris Data Processing Addendum will control.

(b) Core Services. Veris may make certain Core Services available through its software, including (i) user onboarding and offboarding services, (ii) policies, rules, configurations and workflows (“Templates”), (iii) workplace digital twin and amenities provisioning (iv) building IoT sensors/actuators provisioning and integration (v) apis that customer and third parties may use to develop and provide applications, services, websites or software that complement your use of the Veris Services (each, a “Third Party Product”), and (iii) other features, as may be developed by Veris from time to time, such as workplace chatbots and engagement analytics or any new additions to Veris Technology . You acknowledge that Templates and other provided materials constitute “Veris Content” and are incorporated into the Veris Services. Veris may expressly permit you to modify or edit certain Templates, which, once modified, become “Modified Content”. Veris grants Customer a limited, revocable, non-sublicensable license to use, reproduce, copy, and distribute Veris Content contained within the Modified Content, solely for Customer’s internal business purposes, subject to Customer’s compliance with the terms of this Agreement, including payment terms herein.

2.2 Provision of Veris Services – Additional Services

Veris may make certain additional services available through its technology as may be  developed, integrated and/or on-boarded from time to time. Any services resold through the Veris platform will be subject to the terms of service of the third-party provider. Without limiting the terms of this Agreement, if you subscribe to one or more of the Additional Services governed by additional terms as shared or available by sending email to legal@getveris.com  (each, “Third Party Terms”) (e.g. Access Control Additional Terms, Face Recognition Additional Terms), then you also agree to be bound by such Third Party Terms.

2.3 No Professional Advice

You acknowledge that Veris is not a lawyer, accountant, or other professional services provider, and accordingly, does not provide civil, design, health, legal, financial, benefits, tax, IT, compliance, or other professional advice. Any information provided by the Veris Services is intended for your general use only, including with respect to any Templates available within the platform, and does not constitute legal or professional advice. You understand that you are responsible for any actions taken based upon information received from Veris, and where professional advice is needed, that you should seek independent professional advice from a person who is licensed or qualified in the applicable area.

2.4 Access

During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order. We may provide your Users access to use our Services at any time by activating them in your Veris account. We might provide some or all elements of the Subscription Service through third party service providers. You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may provide access and use of the Subscription Service to your Affiliate’s Users or allow them to receive the Services purchased under this Order; provided that, all such access, use and receipt by your Affiliate’s Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates’ compliance with the Agreement.

2.5 User Limitations

The Veris Services may only be accessed and used by individual employees or contractors or guests at a company (“Users“). You are responsible for ensuring that any user that you allow to access the Veris Services is authorized to do so by law, and that such individual’s use of the Veris Services complies with all applicable laws, including but not limited to wage and hour laws, employment laws, and any other applicable laws and regulations.

2.6 Mobile Services

The Veris Services include certain services that are available via a mobile device, including (i) the ability to upload content to the Veris Services, (ii) the ability to browse the Veris Services and other websites, and (iii) the ability to access certain features of Veris Technology (collectively, the “Mobile Services”). To the extent you access the Veris Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier or local law, and not all Mobile Services may work with all carriers or devices, Veris has no control, and will not be responsible for any such scenarios. By using the Mobile Services, you agree that we may communicate with you regarding Customer and other entities by SMS, MMS, text message, push messages, email or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Customer account information to ensure that your messages are not sent to the person that acquires your old number.

3 Customer Responsibilities

3.1 Consent to Electronic Delivery – Electronic Signature

(a) Electronic Signature. When you execute documents using the e-signature tools set forth in the Veris Services (“E-Sign Service”), you consent to electronically sign such documents, including NDA-related and other documents, and agree that your electronic signature (“Electronic Signature“) is the legal equivalent of your manual or handwritten signature. By selecting an “I Accept” button or otherwise placing an Electronic Signature on a document or device, you expressly affirm that: (i) you are able to access and view the relevant document that you are electronically signing, (ii) you consent to conduct business electronically with respect to the transaction contemplated by the document, (iii) you agree to the use of an Electronic Signature for the document, and (iv) you are authorized to enter into the relevant agreement, and be bound by its terms. You further agree that no certification authority or other third party verification is necessary to validate your Electronic Signature, and that the lack of such certification or third party verification will not in any way affect the enforceability of your Electronic Signature or any resulting agreement.

(b) Electronic Delivery. You agree that Veris may electronically deliver Service-related documents and/or disclosures to users, as applicable. You also authorize Veris to receive such Service-related documents and/or disclosure electronically on your behalf, and agree to be notified of such notices electronically. Veris may provide electronic delivery via email to the email address provided by you in the Veris platform or by reference to a location on the Veris platform to which you have access. If you are using the Veris Services on behalf of a Customer and/or its employees and contractors, you represent that you have affirmative consent from your employees and/or contractors of such a company to receive electronic disclosures from Veris through the Veris Services.

(c) Withdrawing Consent. As a Customer, you acknowledge that Veris relies on electronic communications as a core component of its services; accordingly, if you are using the Veris Services on behalf of a Customer and/or its employees and contractors and withdraw electronic consent for such Customer and/or its employees and contractors, Veris may no longer be able to provide the Veris Services to you, and may terminate Customer’s use of the Veris Services in whole or in part.

(d) Enforceability. You acknowledge that, under applicable laws, some documents require a manual or handwritten signature, and that it is your responsibility to determine whether a document requires a manual or handwritten signature. You understand that you are solely responsible with respect to the content, validity, or enforceability of any document, and that Veris makes no representations or warranties regarding the validity or enforceability of your documents signed by users using the E-Sign Service.

3.2 Accuracy of Customer Information

All Veris Services will be based upon information provided to Veris by you or third party services from which you may elect to import your information (including user metadata) (“User Representations”). You must review all User Representations and ensure such information is accurate, complete, and timely. You acknowledge that Veris is entitled to rely conclusively on all User Representations and that Veris does not have any obligation to verify, correct, or otherwise ensure the accuracy or quality of the User Representations. You further acknowledge that Veris bears no responsibility for and shall not have any liability for errors, omissions, penalties, fines, missed notifications, incorrect coverage, or any other losses incurred that result from inaccurate, incomplete, or untimely User Representations.

3.3 User Data

With respect to any information which you provide, collect or generate through, or for the usage of, the Veris Services and that Veris hosts (collectively, the “User Data”), including Account Information and Materials (including but not limited to Customer Data and User Data), you represent and warrant that you have the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the User Data in connection with your use of the Veris Services. Without limiting the foregoing, in the event that you request that Veris provide any User Data (including employee, guests and contractor information) to any third party or to any non Data residency Customer location, you represent that you possess or have acquired any consents or provided any notices required to transfer such content or information and that such transfer does not violate any applicable laws. By providing any User Data to Veris, you hereby grant and will grant Veris and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Data to perform the Veris Services, including as set forth in this Agreement, Veris’s Privacy Policy, and Veris’s Data Protection Addendum. You acknowledge and agree that Veris may preserve User Data and may also disclose User Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Veris, its users and the public. You understand that the technical processing and transmission of the Veris Services, including User Data, may involve (v) transmissions over various networks; and (vi) changes to conform and adapt to technical requirements of connecting networks or devices.

3.4 Account Administration – Authorizations

(a) Accounts. To use the Veris Services, you must create an account (an “Account”) by providing your email address (“Account Email”) and a master password (the “Master Password” and, together with the Account Email, the “Credentials”). You are responsible for the security of your Account, and agree to keep your Credentials secure. You understand that your Account is solely for your use, and you will not share your Account or Credentials with anyone. You are fully responsible for all activities on the Veris Services associated with your Account. As a Customer, you are fully responsible for all activities of your employees and contractors on the Veris Services.

(b) Account Administration. Customer will designate one or more individuals with authority to (i) act on Customer’s behalf, (ii) provide information on Customer’s behalf, and (iii) bind Customer and/or Customer’s business with respect to the Veris Services (each such individual, an “Account Administrator”). Customer is solely responsible for all actions taken under any account to which Customer has access. Any actions taken under such accounts will be deemed authorized by Customer, regardless of Customer’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (iv) actions taken by Customer, an Account Administrator, or an authorized representative of Customer (an “Authorized Representative”), and (v) actions that Customer, an Account Administrator, or an Authorized Representative (or anyone that Veris reasonably believes to be Customer, an Account Administrator, or an Authorized Representative) directs or instructs Veris to take on its behalf.

(c) Account Information. In order to access or use certain aspects of the Veris Services, you will need to provide access to information maintained by certain third party services, such as single sign-on (SSO) companies with which you have a customer relationship, manage accounts or engage in transactions and the various applications and services for which you use Veris’s interface and services. Further, in order for Veris to provide those aspects of the Veris Services, you must provide all relevant information, signatures, data, passwords, usernames, PINs and other necessary information, materials and content (“Account Information”). You retain all right, title and interest in and to your Account Information, and represent and warrant that the Account Information provided is accurate and complete and may be provided to Veris without any obligations on Veris to verify the accuracy or completeness of such Account Information. You are responsible for the consequences of any instructions provided that Veris follows, and Veris has no liability or responsibility for any inability to use the Veris Services due to such inaccuracy or incompleteness of Account Information.

(d) Account Security. Customer is solely responsible for (i) following instructions that Veris provides to Customer with respect to the Veris Services, and (ii) maintaining applicable accounts with providers of Third Party Products (as defined below in Section 3.5) utilized by Customer. Customer will adequately secure and keep confidential any Customer passwords or credentials, and any information accessible via its account. Customer accepts all risks of unauthorized use of its Account arising from Customer’s failure to implement security safeguards or otherwise maintain the confidentiality of its passwords or credentials and hereby releases, indemnifies, defends and holds harmless from any liability in connection with any such unauthorized access. If Customer believes or suspects that its account, passwords or credentials have been accessed or compromised, Customer must immediately notify Veris. Veris reserves the right to prevent access to the Veris Services if Veris has reason to believe that any such accounts, passwords or credentials have been compromised.

(e) Communications and Notifications. Customer is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) made available to Customer by Veris for Customer’s review, and Customer must notify Veris of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Veris. Customer must promptly notify Veris of any third party notices that Customer may receive which could affect Veris’s ability to effectively provide the Veris Services.

(f) Authorizations. Customer agrees that, to the fullest extent permitted by law, the provision of account login or identity verification credentials to Veris by or on behalf of Customer, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Veris Services, whether by clicking the applicable action button, providing a verbal instruction or otherwise, will have the same effect as providing a written signature authorizing the applicable action.

3.5 Third Party Products

(a) Independent Services. The Veris Services are designed to work with many Third Party Products; however, Third Party Products are not Veris Services. Veris does not provide any representations, warranties, indemnities, or support with respect to such Third Party Products, unless expressly provided herein or an applicable Order From. You (and not Veris) decide whether to enable Third Party Products, and any use of such Third Party Products and any exchange of data, including User Data , between Customer or a User and any such third party provider or Third Party Product, is solely between Customer or User and such third party provider. When you enable a Third Party Product, you grant Veris permission to allow the Third Party Product and its provider access to User Data as required for the interoperation of that Third Party Product with the Veris Services. For the interoperation of the selected Third Party Products with the Veris Services, you may be required to obtain access to such Third Party Products directly from their providers, and/or grant Veris the ability to create, access, delete and/or otherwise modify your account(s) on such Third Party Products. You acknowledge that Veris is not responsible for any use, disclosure, modification or deletion of User Data that is transmitted to, or accessed by, a Third Party Product, and that the handling of such User Data within the Third Party Product will be exclusively governed by the separate terms and agreements, if any, between you and such third party provider. Customers and Users will comply with all terms and conditions applicable to the use of Third Party Products, and will not use Veris Services with Third Party Products in any manner that damages, disables, overburdens, or impairs any websites, servers, or otherwise interferes with the Third Party Products and/or Veris Services. Customer acknowledges it has sole responsibility for, and assumes all risks arising from, Customer’s use of any Third Party Products. Veris does not guarantee the continued availability, operation, or utility of Third Party Products or Veris Services features integrated with Third Party Products, and may cease providing certain Third Party Products via the Veris platform without notice or entitling you to any refund, credit, or other compensation.

(b) Authorizations for Third Party Products. To connect the Veris Services with Third Party Products, you authorize Veris to, as applicable: (i) store relevant Account Information, (ii) access the relevant service using the Account Information you provide Veris, (iii) use and apply any signatures or other materials you provide Veris in order to provide related services, such as to enable access, (iv) gather and export from such Third Party Product any data or other information reasonably necessary to provide related Veris Services to you, such as Customer’s employees’ work location, Health declaration, and any additional information, such as the personal information of Customer’s employees, requested by such Third Party Product that Customer has provided or made available to Veris in connection with the Veris Services, and (v) otherwise take any action in connection with such Third Party Product as reasonably necessary to provide related services to you, including, but not limited to, opening accounts and making changes on your behalf with such third-party institutions..

(c) Management of Third Party Accounts. You are solely responsible for (i) ensuring that any Third Party Product accounts are accurately and properly provisioned for or matched to your Veris Service account, (ii) ensuring the termination or de-linking of any Third Party Product accounts for employees or contractors who should not have access to such Third Party Product accounts or your Veris account (e.g., due to termination of their employment or engagement), and (iii) otherwise following all instructions provided by Veris in connection with matching, de-linking, termination or other management of your Veris accounts in relation to Third Party Products.

3.6 Prohibited Activities

Any authorization to access or use the Veris Services extends only to the Veris Services for which Customer has subscribed and remains in good standing, and for which User conduct is in conformance with these terms and any applicable Additional Terms (including but not limited to Supplemental Terms and Third Party Terms). You will not (nor will you permit any third party to):

• reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive the source code underlying the Veris Services and Veris Technology;
• transfer, resell, lease, license, or assign Veris Services and Veris Technology or otherwise offer the Veris Services and Veris Technology on a standalone basis, or permit any third party to access the Veris Services and Veris Technology, without express permission from Veris;
• use or access the Veris Services and Veris Technology to build a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Veris Services and Veris Technology;
• share your Veris username and password with any other person, or allow any other person to use your Veris username and password to access the Veris Services and Veris Technology;
• develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Veris Services and Veris Technology or otherwise copy profiles and other data from the Veris Services and Veris Technology in order to enable, use, or build a similar or competitive product or service;
• tamper with the security of Veris’s systems or tamper with other customer accounts of Veris;
• attempt to probe, scan or test the vulnerability of any Veris systems or to breach the security or authentication measures of Veris’ systems;
• use or launch any automated system, including “robots,” “spiders,” or “offline readers,” that sends more requests to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser;
• use the Veris Services and Veris Technology in any manner that damages, disables, overburdens, or impairs any of our websites, servers, or otherwise interferes with any other party’s use of the Veris Services;
• access the Veris Services and Veris Technology other than through our interface;
• engage in harassing or other inappropriate behavior with respect to any Veris employee;
• use the Veris Services and Veris Technology for any fraudulent activity or purpose; or
• use the Veris Services and Veris Technology in violation of any applicable law, for illegal activities, or for activities outside the scope expressly permitted hereunder.

For the avoidance of doubt, Veris welcomes and encourages the responsible disclosure of security vulnerabilities through its Vulnerability Reporting program, with more details available at https://www.getveris.com/terms-of-service. Legitimate participation in Veris’s Vulnerability Reporting program is not a violation of the security-related prohibitions of this Section.

4 Term and Termination

4.1 Term

This Agreement is effective as of the Effective Date (or, for online Customers, the date of sign up on the Website or the date of PO) and will continue through the then-current Subscription Term. Service Plans commence on the start date specified in the relevant SOF (or, for online Customers, the date of sign up on the Website or the date of PO) and continue for the Subscription Term specified therein.

4.2 Renewal  

Unless a party gives written notice of non-renewal at least sixty (60) days prior to the expiration of the relevant Subscription Term, Service Plans will automatically renew for a period equal to the previous Subscription Term. Veris reserves the right to increase the Fees at the beginning of each Subscription Term. Any Fees for a renewed Subscription Term are due upon the date of renewal.

4.3 Suspension

Veris may suspend Customer’s access to the Veris Services, Technology, Mobile Services and/or Customer’s Account, on the following grounds: (i) late payment/non-payment of undisputed Fees, per the process noted in Section 5 below; (ii) non-renewal of the Services by Customer; (iii) Customer’s or its Users’ breach of Section 2 (Customer Responsibilities); or (iv) in the event suspension is deemed necessary by Veris to prevent or address a security risk, or other harm to Customer, Veris, or Veris’ other customers.  Veris will notify Customer of any such suspension. Veris will use diligent efforts to attempt to limit, where commercially feasible, the suspension to affected Users or Veris Technology, and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved.  Such suspension will in no way affect Customer’s other obligations under this Agreement.Veris will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Suspension.

4.4 Termination for Cause

Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

5 Service Fees and Charges

5.1 Fees

Customer agrees to pay the fees for the Veris Services in accordance with the applicable Service Order Form, and authorizes Veris to conduct automatic debits of Customer’s designated bank account for such fees as they become payable , or raise invoice no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Renewal Period, and other times during the Subscription Term when fees are payable. Subscription fees are payable at the start of each Subscription Term (including any renewal terms). Customer commits to a minimum number of Users or Endpoints and associated fees for each Subscription Term, as stated in the applicable Order Form. The number of Users or Endpoints cannot be decreased during the Subscription Term, however Customer may reallocate any unused User to newly hired Employees when they join, or as endpoints become available within the confines of Service Order Form.Customer agrees to pay all associated User Fees and Endpoint Fees for the remainder of the Subscription Term for any Users and/or Endpoints added above the minimum Users and Endpoints in the applicable Service Order Form. Unless otherwise stated in the applicable Additional Terms or Service Order Form, additional User and Endpoint fees are based on the calendar month in which a User or Endpoint is enrolled or added to any Service, regardless of whether the User or Endpoint is only enrolled in the Services for a portion of such month, and will be prorated by month, where applicable, against the Subscription Term. Notwithstanding the foregoing, Veris may invoice Customer for any applicable, outstanding fees, and Customer shall pay such invoice within fifteen (15) days, or as mentioned in Service Order Form, of receipt thereof. Interest shall accrue on past due amounts at the rate of one and one half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Veris. For customers with contractual commitments of at least one (1) year, Veris will not increase fees at renewal by more than the greater of five percent (15%) or CPI over fees for the prior Subscription Term (not including any time-limited offer or promotion), provided that the scope of use remains the same and the number of Users and/or Endpoints has not been reduced. To the extent Customer designates an external or third party to pay for any portion of the Veris Services and later opts to remove or change that third party, Customer will be liable to pay for the Veris Services until Customer has designated a new third party and such third party has agreed to pay for such charges.

5.2 Fee Disputes

Customer must notify Veris in writing if Customer disputes any portion of any fees paid or payable by Customer under this Agreement or any Service Order Form. Customer must provide written notice to Veris within thirty (30) days of the applicable charge and Veris will work together with Customer to resolve the applicable dispute promptly. If Customer does not provide Veris with written notice of Customer’s fee dispute within this 30 day period, Customer will not be entitled to dispute any fees paid or payable by Customer.

5.3 Taxes

All amounts and fees stated or referred to in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Veris’ net income.

6 Proprietary Rights and Confidentiality

6.1 Veris’s Ownership Rights

As between the parties, all right, title, and interest in and to the Veris Technology, Veris Services, including Veris Content, shall remain vested in Veris. Except for the express rights granted hereunder, Veris also reserves all rights, title and interests in and to the Veris Services, Veris Technology and Veris’s Confidential Information.

6.2 Feedback

Customer or Users may from time to time provide Veris suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Veris Services or Veris Technology. Veris will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Veris will have the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

6.3 User Data

All right, title, and interest in and to the User Data, including the Account Information and Materials, you provide will remain vested in you.

6.4 Confidentiality

Each party will protect any Confidential Information of the other party which it may receive or otherwise be exposed to in the course of exercising its rights or performing its obligations hereunder. Each party will use the same care to protect the other party’s Confidential Information as it would use to protect its own similar information, but in no event less than reasonable care. Each party will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement, and as otherwise set forth in Veris’s Privacy Policy. Neither party will disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party, other than furnishing such Confidential Information (a) to its employees and consultants who are required to have access to the Confidential Information in connection with the exercise of receiving party’s rights or performance of its obligations under this Agreement, (b) to its professional advisers (e.g., lawyers and accountants), and (c) as otherwise set forth in Veris’s Privacy Policy, provided, however, that any and all such employees, consultants and advisers are bound by agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in a manner that is consistent with the terms and conditions of this Section.

6.5 Data Security and Data Processing – Privacy

(a) Data Security. Veris will implement and maintain commercially reasonable and industry standard administrative, physical, organizational and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration or disclosure of any User Data, which you provide through the Veris Services and that Veris hosts. Such safeguards will include, at minimum, an industry standard information security program to safeguard such User Data as well as procedures to help ensure that only those with a “need to know” have access to such User Data. Veris will take commercially reasonable measures to investigate, contain and mitigate any incident that has or potentially has compromised the security, confidentiality or integrity of any User Data. Veris will promptly notify Customer upon becoming aware of an incident that has or potentially has compromised the security, confidentiality or integrity of such User Data. Veris will comply with all notification obligations that may be required by applicable state and federal laws and regulations. Veris further reserves the right to protect its network and services from external threats, including by restricting network access from various hosting providers, traffic proxies, and locations where Veris does not conduct business.

(b) Data Processing. Veris may process User personal information in accordance with the terms set forth in the Veris Data Processing Addendum, available as shared or by sending an email to legal@getveris.com , which describes how Veris processes personal information from Users, including any personal information subject to the laws of the European Union.

(c) Data Privacy. Veris may collect, use, and disclose User’s personal information pursuant to the Veris Privacy Policy, available as shared or by sending an email to legal@getveris.com, as it may be updated from time to time. The Veris Privacy Policy describes how Veris collects, uses, and discloses personal information from Users. Notwithstanding the foregoing, Veris may monitor your use of the Veris Services and use User Data in an aggregate and de-identified manner, including compiling statistical and performance information related to the provision and operation of the Veris Services, and may make such information publicly available, provided that such information does not incorporate specific User Data and/or identify you. Veris retains all intellectual property rights in such aggregated and de-identified information.

6.6 Third Party Distribution Channels

Veris offers Software applications that may be made available through the Apple App Store, Android Marketplace or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. This Agreement is between you and Veris only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of the Veris Services, you agree to comply with all applicable terms of any agreement for such third party products and services.

7 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE VERIS SERVICES AND VERIS TECHNOLOGY ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. VERIS HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE VERIS SERVICES AND VERIS TECHNOLOGY. WITHOUT LIMITING THE FOREGOING, VERIS DOES NOT WARRANT THAT THE VERIS SERVICES AND VERIS TECHNOLOGY WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VERIS OR THROUGH THE VERIS SERVICES AND VERIS TECHNOLOGY WILL CREATE ANY WARRANTY. VERIS DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.

8 Indemnification

8.1 Indemnification by You

Customer will defend Veris and affiliates (collectively, the “Veris Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its authorized users’ violation of the Agreement or the User Terms (a “Claim Against Us”), and will indemnify the Veris Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Veris Indemnified Party in connection with or as a result of, and for amounts paid by a Veris Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the Veris Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.

8.2 Indemnification by Veris

Veris agrees to indemnify, defend and hold you harmless against any Claim arising out of allegations by a third party that the Veris Services or any portion thereof infringe(s) or otherwise violate(s) such third party’s intellectual property rights. In order to receive the benefit of the foregoing indemnity, you must give Veris prompt written notice of the Claim, sole control to defend and settle such Claim and all reasonable cooperation, at Veris’ expense, in Veris’ defense and settlement of the Claim. If a claim under the foregoing clause (a) is made or likely to be made, Veris may: (i) procure a license to allow you to continue using the allegedly infringing component(s) of the Veris Services, (ii) modify the infringing component(s) to make them non-infringing, or (b) if (i) and (ii) are not reasonably available, terminate your right to use the infringing component(s) effective immediately.

9 Limitation of Liability

1. SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR COST OF COVER) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY.
2. EXCEPT FOR AN ACTION BROUGHT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, DATA CLAIMS OR IP CLAIMS, EACH PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES RECEIVED BY OR PAYABLE TO VERIS IN THE TWELVE MONTHS PRECEDING THE CLAIM (“THE GENERAL LIABILITY CAP”).
3. IN THE CASE OF IP CLAIMS AND DATA CLAIMS, VERIS AND ITS AFFILIATES’ TOTAL LIABILITY TO THE CUSTOMER AND ITS AFFILIATES FOR ALL SUCH CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) WILL NOT EXCEED TWO TIMES (2X) THE GENERAL LIABILITY CAP (“SUPERCAP”).
4. IN NO EVENT WILL EITHER PARTY (OR ITS RESPECTIVE AFFILIATES) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE SUPERCAP.  SIMILARLY, THE FOREGOING CAPS WILL NOT BE CUMULATIVE; IF A PARTY (AND/OR ITS AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE APPLICABLE CAP.
5. THE PARTIES AGREE THAT THIS SECTION 9 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE APPLICABLE MONETARY CAPS SET FORTH IN THIS SECTION  WILL APPLY ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) ON AN AGGREGATED BASIS, WITHOUT REGARD TO WHETHER ANY INDIVIDUAL CUSTOMER AFFILIATES HAVE EXECUTED A SEPARATE SERVICE ORDER FORM.

10 Miscellaneous

10.1 Assignment; Delegation. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Veris, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted transfer or assignment in violation hereof shall be null and void. Veris, in its sole discretion, may use vendors or contractors to help provide the Veris Services to you, and may change our use of vendors or contractors without notice to you. Veris will remain responsible for the acts and omissions of such vendors and/or contractors.

10.2 Governing Law. This Agreement will be governed by the laws of England and Wales, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Subject to the agreement to arbitrate below, all disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the courts of England and Wales, and the parties hereby consent to the personal jurisdiction of these courts.

10.3 Notices. Veris may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, text message (e.g. SMS or MMS), mail, written or hard copy notice, or through posting of such notice on the Veris Services, as determined by Veris in its sole discretion. Veris reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as provided in the Veris Services. Veris is not responsible for any automatic filtering you or your network provider may apply to email notifications Veris sends to the email address you provide. Veris may, in its sole discretion, modify or update this Agreement from time to time, so you should review this page periodically. When Veris materially changes this Agreement, Veris will update the ‘Last Updated’ date at the top of this page and notify you that material changes have been made to this Agreement. Any such changes will become effective no earlier than thirty (30) days after they are posted, except that changes addressing new functions of the Veris Services or changes made for legal reasons will be effective immediately. Your continued use of the Veris Services after the date any such change becomes effective constitutes your acceptance of this Agreement, as updated. If you do not agree to any of these terms or any future terms, you may not use or access the Veris Services. Notices to Veris shall be made to the attention of the “Legal Department” and sent via mail to 101, Suncity Success Tower, Sec-67, Gurugram, Haryana – 122101 with a copy sent via email to notices@getveris.com.

10.4 Waiver. No waiver of any rights will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

10.5 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

10.6 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

10.7 Force Majeure. Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared) or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

10.8 Entire Agreement. This Agreement (including all Order Forms, the Veris Privacy Policy, the Veris Data Processing Addendum, any supplemental policies or terms, professional services terms, and Additional Terms referenced herein or which Veris may present you for review and acceptance at the time you subscribe to the applicable Veris Service) comprises the entire agreement between you and Veris with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements. No oral or written information or advice given by Veris, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

10.9 Interpretation. For purposes hereof, “including” means “including without limitation.”

10.10 Marketing. Customer agrees that Veris may use Customer name and logo on our website and in other promotional marketing materials.

11 Annexure 1: Supplemental Terms

These Supplemental Terms (“Supplemental Terms”) apply to specific Services or aspects of Services as described herein and supplement and form a part of the Veris Terms of Service found at https://www.getveris.com/terms-of-service unless Customer has a written Veris Master Services Agreement executed between Customer and Veris for the Services, in which case these Supplemental Terms will supplement and form a part such written Veris master services agreement (in either case, the “Agreement”).

Notwithstanding anything to the contrary in the Agreement, Veris reserves the right, at its sole discretion, to update the Supplemental Terms in relation to the development of new or updates to existing features and functionality of Veris Services and Veris Technology or Applicable Law.  Customer’s continued usage of the Services may be relied upon by Veris as Customer’s acceptance of the then-current version of these Supplemental Terms.

11.1 Beta Services

Veris may offer certain Services or Technology as closed or open beta services (“Beta Services”) during the testing and evaluation period.  Because Beta Services can be at various stages of development, operation and use of the Beta Services may be unpredictable. Customer acknowledges and agrees that: (1) Beta Services have not been fully tested; (2) use or operation of Beta Services should not occur in a production environment; and (3) Customer’s use of Beta Services will be for purposes of evaluating and testing new functionality and providing Feedback to Veris. In addition, Veris has no obligation to Customer to (1) further develop or release the Beta Services or (2) provide support for the Beta Services.  Customers bear the sole risk of using the Beta Services. Veris provides the Beta Services to Customer “as-is” and gives no representation, warranty, indemnity, or guarantee of any kind.  To the maximum extent permitted by law, Veris’ total aggregate liability and that of its suppliers relating to Beta Services is expressly limited to five hundred dollars ($500) for any and all damages regardless of the nature of the claim or theory of liability.  Customer agrees that Veris has the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services.  Veris reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to a Customer.  Veris also reserves the right to make the Beta Services available for a Subscription Charge.

11.2 Data Deletion

If Customer wishes to permanently delete its User Data or Veris content before the Data Retention period, contact helpdesk@getveris.com.  Veris may choose to levy additional charges for the data deletion activity.

11.3 Communication Services

Certain Services facilitate the transmission and/or receipt of SMS, MMS, voice data, push messages, email and/or integration with third party messaging platforms and services (eg. slack, whatsapp, apple business chat, and others as applicable) collectively, “Communication Services”. Customer acknowledges and agrees that Communication Services are provided by way of integration with Third-Party Products and Services, and agrees to comply with the terms of service that such Third party products use to govern the use of their platform(s) and services. Customer acknowledges and agrees that as between Customer and Veris, Customer is the initiator and sender of any communication message transmitted through the Communications Services, whether sent or made manually or by means of an automation.

If and to the extent that (i) Communication Services are a number-based or number-independent interpersonal communications service under the European Electronic Communications Code (as established by Directive (EU) 2018/1972 of the European Parliament and of the Council of 11 December 2018) (the “EECC”), (ii) Customer is a micro-enterprise, small enterprise, or not-for-profit organization and (iii) Veris provides Customer with Communication Services within the European Economic Area or the United Kingdom, Customers agrees to and does hereby waive any rights (to the extent applicable) that Customer may have under: (i) Article 102(1) of the EECC, which would allow Customer to receive certain pre-contractual information; (ii) Article 102(3) of the EECC, which would allow Customer to receive a contract summary; (iii) Article 102(5) of the EECC, which would allow Customer to monitor and control usage of interpersonal communications services; (iv) Article 105(1) of the EECC, which limits the maximum contract duration; (iv) Article 107(1) of the EECC, which extends other rights in the EECC to all services provided under the Agreement; and (v) Article 107(3) of the EECC, which relates to contract extensions.

Customer further agrees that:

1. a) when enabling the Communications Services, Customer is consenting, on behalf of Customer and its Users to the processing of Customer Data (as generated by or necessary for the provision or operation of the Communications Services) by a third-party service provider;
2. b) use of Communications Services are subject to the payment of additional Fees as detailed on the Service Order Form;
3. c) the Voice Services are not intended to be used for emergency calls to any emergency services such as public safety answering points; and
4. d) Veris does not operate the Communication Services and does not guarantee the continued availability or performance of the Third Party Platforms or the continued interoperability of the Third Party Platforms with Veris Services
5. e) Customer has provided notice to and received all necessary consents from Users to contact such Users using the Communication Services and/or the Third party Platforms
6. f) Customer is solely responsible for configuring the interoperability of the Services with Third party Platforms to the extent any such actions are required outside of the Veris Services.

11.4 AI-Powered Features

Customer acknowledges and agrees that Veris may utilize Customer and User Data submitted to, or generated by, the Services for the purpose of improving and training similar or related Services and features, and Customer instructs Veris to process its Customer and User Data for such purpose, provided however, Veris will not share Customer and User Data with any other customers in connection with the foregoing. Customer retains all ownership of its Customer and User Data submitted to the Services and Veris retains all ownership in and to all system performance data, machine learning algorithms, and aggregated results of such machine learning. Learn more about AI-Powered Features.

Opt-out: Customers may request that Customer Data be excluded from AI-related processing by submitting such a request to helpdesk@getveris.com.

11.5 Third Party Products & Services

Certain Services contain integrations with Third-party products & services such as Access Control, Face Recognition, Cafeteria services, Calendar Integrations, and others as applicable in the relevant Service Order Form. Customer hereby acknowledges and agrees to comply with the terms of service that such Third-party products & services use to govern the use of their product(s) and service(s) (the “Third Party Terms”).

Customer acknowledges and agrees that Veris does not operate Third-party products & services and does not guarantee the continued availability or performance of the same, or the continued interoperability of the Third-party products & services with Veris Services.

Customer represents and warrants that Customer has provided notice to and received all necessary consents from Users required to make the Services available.  Customer acknowledges that (i) Customer Data, User Data and Personal Data may be transferred to and processed by the Third-party products & services as necessary to provide the Services and (ii) Customer is solely responsible for configuring the interoperability of the Services with Third-party products & services to the extent any such actions are required outside of the Veris Services.

Customer acknowledges that the Third-party products & services may charge Customer independently for access and use of their services or the Third-party products & services may charge Veris for Customer’s use and access, in which case Veris may charge related fees to Customer (“Additional Fees”).

12 Annexure 2: Professional Services Agreement

Professional Services Agreement (“PSA”)  is entered into by and between Veris and the Customer or entity placing an order for or accessing the Service (“Customer” or “you”). This PSA is entered into pursuant to the Terms of Service (Customer Terms of Service) unless Customer has a written Veris master services agreement in which case such written Veris master services agreement will govern (in either case, the “Agreement”). All capitalized terms herein shall have the same definitions as set forth in the Agreement. In the event of a conflict between this PSA and the Agreement (as defined below) the terms of this PSA will control. In consideration of the terms and conditions set forth below, the parties agree as follows:

12.1 Scope of Services.

Subject to the terms and conditions of this PSA, Veris will provide Customer with Professional Services (as defined below) as set forth in the applicable statements of work executed by Veris and Customer (each, a “Statement of Work” or “SOW”), which are part of Service Order Form. From time to time, the parties may enter into SOWs that specify the general consulting, implementation and/or training services to be provided to Customer hereunder (the “Professional Services”). All Statements of Work shall be deemed part of and subject to this PSA.

Subject to terms and conditions of this PSA and the Agreement, and during Customer’s Subscription Term, Veris hereby provides Customer with the non-exclusive, worldwide, limited right to use any deliverables and/or training materials delivered by Veris to Customer as part of the Professional Services (“Deliverables”) solely for Customer’s internal business operations including in connection with its authorized use of the applicable Service.

12.2 Terms and Conditions for Training

Training Deliverables. All electronic and hard copy versions of the training Deliverables may be provided for Customer’s internal training purposes only. Customer is prohibited from: (a) modifying the training Deliverables, unless otherwise authorized in writing by Veris or set forth in an applicable SOW; (b) reselling or sublicensing any training Deliverables; (c) utilizing the training Deliverables to replicate or attempt to perform the training, unless otherwise authorized in writing by Veris or set forth in an applicable SOW or SOF; and (d) developing or attempting to develop any of the products described in such training Deliverables. Customer may not record, stream or otherwise capture any performance or aspect of the training Professional Services. The training Deliverables are not subject to any maintenance, support or Updates.

12.3 Change Management Process

If Customer or Veris requests a change in any of the Veris Content, specifications, requirements, Deliverables, or scope (including drawings and designs) of the Professional Services described in any Statement of Work or SOF, the party seeking the change shall propose the applicable changes by written notice. Within five (5) business days of receipt of the written notice, each party’s project leads shall meet to discuss the proposed changes. Veris will prepare a change order describing the proposed changes to the Statement of Work and the applicable change in Fees and expenses, if any (each, a “Change Order Form”). Change Orders are not binding unless and until they are executed by both parties. Executed Change Orders shall be deemed part of, and subject to, this PSA.

Additional charges may apply for scope changes, change requests or delays caused by Customer. Any such changes will be set forth in a Change Order. All charges associated with scope changes, change requests, or delays will be due on receipt of the invoice by the Customer. Upon prior written approval from the Customer, all travel, meals, and living expenses for all Veris’ personnel who travel or are supposed to travel in support of the engagement shall be billable at cost and all such expenses shall be the sole responsibility of the Customer. Customer shall be charged for any travel expenses that cannot be canceled or refunded.

12.4 Proprietary Rights

12.4.1 Veris Intellectual Property Rights

All rights, title and interest in and to the Professional Services (including without limitation all intellectual property rights therein and all modifications, extensions, customizations, scripts or other derivative works of the same provided or developed by Veris) and anything developed or delivered by or on behalf of Veris under this PSA (including without limitation Deliverables and Tools as such terms are defined herein) are owned exclusively by Veris or its licensors. Except as provided in this PSA, the rights granted to Customer do not convey any rights in the Professional Services, express or implied, or ownership in the Professional Services or any intellectual property rights thereto. Customer grants Veris a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and incorporate into the Service (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by Customer or any Users related to the operation or functionality of the Service. Any rights in the Professional Services or Veris’ intellectual property not expressly granted herein by Veris are reserved by Veris.

12.4.2 Tools

Notwithstanding any other provision of this PSA: (i) nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Tools”) used by Veris to develop the Deliverables, and to the extent such Tools are delivered with or as part of the Deliverables, they are made available on the same terms as the Deliverables; and (ii) the term “Deliverables” shall not include the Tools. Tools are Veris Confidential Information.

12.5 Professional Services Warranty & Disclaimer.

Veris warrants that Professional Services will be provided in a professional manner consistent with industry standards. Customer must notify Veris of any warranty deficiencies within 30 days from performance of the deficient Professional Services.

VERIS DOES NOT WARRANT THAT THE PROFESSIONAL SERVICES WILL BE PERFORMED ERROR- FREE OR UNINTERRUPTED, THAT VERIS WILL CORRECT ALL PROFESSIONAL SERVICES ERRORS, OR THAT THE PROFESSIONAL SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. VERIS IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE PROFESSIONAL SERVICES THAT ARISE FROM CUSTOMER DATA OR THIRD-PARTY APPLICATIONS OR PROFESSIONAL SERVICES PROVIDED BY THIRD PARTIES.

FOR ANY BREACH OF THE PROFESSIONAL SERVICES WARRANTY, CUSTOMER’S EXCLUSIVE REMEDY AND VERIS’ ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT PROFESSIONAL SERVICES THAT CAUSED THE BREACH OF WARRANTY.

TO THE EXTENT NOT PROHIBITED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

12.6 Limitations of Liability.

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS PSA AND APPLICABLE SOW), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VERIS AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS PSA OR OR SOW, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID UNDER THE APPLICABLE SOW FOR THE PROFESSIONAL SERVICES GIVING RISE TO THE LIABILITY.

12.7 Term and Termination

1. Term. This PSA is valid for the SOF or SOW Forms (including SOWs) which reference this PSA. Each SOW shall commence on the date it is last signed, and shall expire upon completion of the project set forth in the applicable SOW, or as otherwise set forth in the applicable SOW. Once signed by both parties, a SOW shall be non- cancellable, except as otherwise explicitly stated in such SOW.
2. Termination. This PSA will terminate automatically when all Estimates/Order Forms and SOWs referencing this PSA are terminated or expired. In addition, in the event that Customer is a party to Agreement and Customer’s right to use the Service is terminated pursuant to such Agreement, Veris may terminate this PSA and any SOW hereunder. Upon termination or expiration of this PSA, Customer shall have no rights to continue use of the Professional Services, Deliverables or Tools.

13 Annexure 3 : Service Level Addendum

13.1 Service Commitment & Categorisation

Support – Veris shall provide to Customer, support over call, email & chat. The support and service commitments are contingent on Customer and Users adhering to Customer Terms of Service available at https://www.getveris.com/terms-of-service

Ticketing Tool (Optional)– Veris will be using its internal ticketing tool, for its own internal tracking. If integration with the Customers Ticketing Tool is required, it will be an integration feature request.

Service Availability – Veris will use commercially reasonable efforts to maintain the availability of the Services to the Customer.