Posted as of: March 12, 2021
Effective as of: March 12, 2021
To the extent that Vatix is, on behalf of the Customer, Processing Customer Data that is subject to EU Data Protection Laws, you are also agreeing to the Data Processing Agreement including the EU Standard Contractual Clauses, provided below, with Vatix for the transfer of Personal Data to data processors.
If you are agreeing to these Terms and, if applicable, the Data Processing Agreement, for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services.
ARBITRATION NOTICE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION, AND A WAIVER OF JURY TRIALS AND CLASS ACTIONS AS SET FORTH BELOW – PLEASE READ THESE SECTIONS CAREFULLY.
Vatix provides a suite of products and services that allow Customers to protect their employees and improve workplace productivity through innovative digital solutions such as lone worker safety, incident reporting and workforce management software. Vatix also provides application programming interfaces (the “API”) that allow Customers to build integrations between Vatix’s Services and a Customer’s websites, applications, or other properties (“Customer Properties”).
Certain Vatix products have specific terms (“Service Specific Terms”), which are currently available at www.vatix.com/legal/service-specific-terms. In case of a conflict between the applicable Service Specific Terms for a certain product and these Terms, the Service Specific Terms will control.
3.2 An “Authorized User” is defined as an individual person (e.g. employee, contractor, agent of a Customer) who is registered and permitted by a Customer to use the Vatix Services subject to these Terms and any restrictions in an applicable Subscription Plan (as defined below). Customer shall ensure that its Authorized Users comply with these Terms and Customer is responsible for all actions of its Authorized Users.
4.1 Limited License. Subject to these Terms, Vatix grants to Customer a limited, non-exclusive, non-transferable license to use and access the Vatix Services for its business purposes as expressly permitted in these Terms. Your use and access to the Services are subject to any limitations set forth in an applicable order form, online plan or the Service Specific Terms (whether paid or free, collectively “Subscription Plan”).
4.2 General Restrictions. Customer must not (and must not allow any third party to):
i. rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to the Vatix Service to a third party (except Authorized Users or as permitted under the Service Specific Terms);
ii. incorporate the Vatix Service (or any portion of such) with, or use it with or to provide, any site, product, or service, other than on sites/applications owned-and-operated by Customer and as specifically permitted herein;
iii. publicly disseminate information regarding the performance of the Vatix Service (which is deemed Vatix’s Confidential Information);
iv. modify or create a derivative work of the Vatix Service or any portion of it;
v. reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Vatix Service, except to the extent expressly permitted by applicable law and then only with advance notice to Vatix;
vi. break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Vatix Service, or configure the Vatix Service (or any component thereof) to avoid sending events or transactions or to otherwise avoid incurring fees;
vii. distribute any portion of the Vatix Service excepted as permitted herein;
viii. access the Vatix Service for the purpose of building a competitive product or service or copying its features or user interface;
ix. use the Vatix Service for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Vatix’s prior written consent; or
x. remove or obscure any proprietary or other notices contained in the Vatix Service, including in any reports or output obtained from the Vatix Service.
xi. use or permit the Services to be used for any illegal or misleading purpose, or any manner inconsistent with these Terms.
4.3 Beta Releases and Free Access Subscriptions. Vatix may provide Customer with a Vatix Service for free or on a trial basis (a “Free Access Subscriptions”) or with “alpha”, “beta”, or other early-stage Vatix Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. This Section will apply to any Free Access Subscriptions or Beta Releases (even if Beta Releases are provided for a fee or counts towards Customer’s Subscription Plan) and supersedes any contrary provision in these Terms. Vatix may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in these Terms, CUSTOMER AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH VATIX WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK. Vatix makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. Vatix may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time for any reason or no reason in Vatix’s sole discretion, without liability
5.2 Aggregate/Anonymous Data. Customer agrees that Vatix will have the right to generate aggregate or anonymous data and that aggregate or anonymous data is owned by Vatix, which Vatix may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Vatix’s products and services and to create and distribute reports and other materials). For clarity, Vatix will only disclose aggregate or anonymous data externally in a de-identified (anonymous) form that does not identify Customer, Authorized Users, or end users, and that is stripped of all persistent or personal identifiers. Customer is not responsible for Vatix’s use of aggregate or anonymous data.
5.3 Vatix Intellectual Property. This is a subscription agreement for access to and use of the Vatix Services. Customer acknowledges that it is obtaining only a limited right to use the Vatix Services and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to Customer (or its Authorized Users or end users) under these Terms. Customer agrees that Vatix (and its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all Vatix Services, and all related or underlying documentation, technology, code, know-how, logos, templates, anything delivered as part of support of other services, and any updates, modifications, or derivative works of any of the foregoing (all of which is deemed Vatix’s Confidential Information) and that Vatix reserves any licenses not specifically granted in these Terms. Other than the applicable mobile applications and APIs, the Vatix Service is offered as an online, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any Vatix Service and that Vatix at its option may make updates, bug fixes, modifications or improvements to the Vatix Service from time-to-time.
5.4 Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Vatix (collectively, “Feedback”), Customer hereby grants Vatix a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in these Terms limits Vatix’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
6.2 Security. Vatix protects your information from unauthorized use or disclosure by taking reasonable technical and organizational measures designed to secure our systems from unauthorized access, use or modification.
6.3 Customer data limitations. This Agreement constitutes Customer’s instructions to Vatix to Process Customer Data. Vatix, Vatix personnel and its Subcontractors will only Process, access, use, store, and transfer Customer Data as Customer instructs in order to deliver the Services and to fulfill Vatix’s obligations in the Agreement. The categories of Personal Data to be processed by Vatix and the processing activities to be performed under this Agreement are set out in the Data Processing Agreement. Vatix will inform Customer of any legal requirement which prevents it from complying with Customer’s instructions, unless prohibited from doing so by applicable law or on important grounds of public interest. Any Vatix personnel who have access to Customer Data will be bound by appropriate confidentiality obligations.
6.4 Data Transfers.
6.4.1 Data Transfer. Customer agrees that Vatix and its Subcontractors may transfer Customer Data to and access, use, and store Customer Data in locations other than Customer's country.
6.4.2 Data Processing Agreement. To the extent Customer Data is subject to UK and/or EU Data Protection Laws and is processed by Vatix on Customer's behalf, Customer and Vatix agree to the Data Processing Agreement. The Data Processing Agreement applies only to the Services, and does not apply to Beta Services.
“Data Processing Agreement" means the agreement with Vatix related to compliance with UK and/or EU Data Protection Laws set forth at the following link: www.vatix.com/legal/data-processing-agreement or other link that Vatix may provide.
7.2 Customer represents and warrants that its Customer Properties, and the collection, use, and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy and publicity rights. Customer further represents and warrants that its collection and use of any personal information or data provided to Vatix complies with all applicable data protection laws, rules, and regulations. If Customer receives any take down requests or infringement notices related to Customer Data, it must promptly: (i) stop using the related item with the Vatix Service; and (ii) notify Vatix. If Vatix receives any take down requests or infringement notices related to Customer Data, Vatix may respond in accordance with its policies, and will notify and consult with the Customer on next steps.
7.3 Customer acknowledges and agrees to Vatix’s then-current “Service Specific Terms”. This includes, but is not limited to: using the Vatix Service for its intended purpose, usage limits, additional usage charges and provisions with respect to Hardware that may be rented to the Customer for the term of the Subscription (e.g. personal safety alarm devices). Vatix’s “Service Specific Terms” are currently available at www.vatix.com/legal/service-specific-terms.
8.1 Subscription Plan. The prices, features, and options of the Vatix Services depend on the Subscription Plan selected by Customer (including any usage or overage fees). Vatix does not guarantee that your particular Subscription Plan will be offered indefinitely. Customer acknowledges and accepts that if the subscription term is greater than 12 months, as specified on the order form, Vatix reserves the right to increase the prices by 2% or RPI, whichever is higher on each (annual) anniversary of the commencement of the subscription. In addition, we reserve the right to change the prices, features, or options included in a particular Subscription Plan without notice, provided that such changes shall not take effect until your next applicable subscription term.
8.2 Recurring Charges and Usage Limits. By signing up for a Subscription Plan, Customer authorizes Vatix to charge Customer’s payment method on a recurring basis (e.g. monthly, quarterly, or yearly depending on Customer’s Subscription Plan). Customer expressly authorizes Vatix to charge its payment method (such as a direct debit or credit card) for the applicable subscription charges, any usage or overage charges, and any and all applicable taxes and fees. Such authorization is effective until the end of the Subscription Term and any applicable Renewal Term, or until Customer cancels all of its subscriptions.
If Customer exceeds the Subscription Plan’s usage limits, as set out in the Service Specific Terms (available at www.vatix.com/legal/service-specific-terms), Customer will be automatically be charged for excess usage and Customer expressly acknowledges and agrees that it will pay for the excess usage. All excess usage fees and charges are non-refundable.
8.3 Taxes. Vatix’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Vatix. Customer will not deduct any applicable taxes from the payments to Vatix, except as required by law. If such deduction is required by law, Customer will increase the amount payable as necessary so that after making all required deductions and withholdings, Vatix receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions or withholdings been made. Where a taxable supply for VAT purposes is made by Vatix to the Customer, the Customer shall, on receipt of a valid VAT invoice from Vatix, pay the Vatix such additional amounts in respect of VAT as are charged on the Invoice at the same time as payment is due for the Vatix Services.
8.4 Auto-renewals and Trials. BY DEFAULT, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR THE SAME TERM AS THE INITIAL TERM OF THE PRIOR SUBSCRIPTION WHEN THE SUBSCRIPTION TERM ENDS. IN ADDITION, IF YOUR ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD, VATIX MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS YOU NOTIFY VATIX THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION AT LEAST 30 DAYS PRIOR TO THE END OF THE CURRENT SUBSCRIPTION TERM OR IN THE CASE OF A TRIAL IN ACCORDANCE WITH THE TRIAL TERMS AS SET OUT ON THE ORDER FORM.
8.5 Purchase Orders. Customer agrees that it will pay all amounts owed, including recurring charges, without requiring any purchase orders or reference(s) to purchase order numbers. If a purchase order is required, then Customer will promptly notify Vatix at least thirty (30) days prior to such requirement and the parties will cooperate in good faith in implementing a billing process that includes references such purchase order numbers. Customer agrees that any purchase orders are for administrative purposes only and that any non-administrative terms (including, but not limited to legal, security, privacy, or finance terms) contained in its purchase order(s) do not apply to its purchase or use of Vatix services.
8.6 No Refunds. Subscription, product, usage or overage fees (and any other fees associated with the services, including, but not limited to, higher subscription fees for upgrades or fees for lost/damaged hardware) are non-refundable and non-creditable, except where required by law. Vatix subscriptions may be cancelled, and such cancellations take effect at the end of your then-current subscription term (for example, if you are on a monthly subscription term the cancellation will take effect the following month, but if you are on a yearly subscription term the cancellation will take effect the following year). Once your cancellation is effective, your usage of the products will be terminated. If you don’t pay for your subscription(s) on time, we reserve the right to suspend you or remove subscription features.
8.7 Service Specific Charges. Customer agrees that it will pay all amounts owed for charges made by Vatix under terms set out in the “Service Specific Terms”. Some of the Vatix Services may be subject to additional fees which are not included within the Subscription Plan e.g. Excess usage of the Service or lost/damaged rented Hardware. Details of all Service Specific Terms can be found at www.vatix.com/legal/service-specific-terms.
8.8 Payment Methods. Customer agrees to pay all amounts due using the payment method specified in the Order Form. If a Credit/Debit card is used when it is not specified on the order form then Customer shall pay an additional processing fee of 3.5%. If Customer pays via Bank Transfer Vatix reserves the right to impose a one-time £30 (ex VAT) administrative charge and a surcharge of £15 (ex VAT) per month on future invoices to reflect the additional payment processing costs until the Direct Debit is reinstated.
8.9 Payment Due Date, Late Fees & Collection Costs. Unless specified otherwise on the Order Form or the invoice, all invoices must be paid within 30 days of the invoice issue date, in full without any set-off, counterclaim, deduction or withholding except as required by law. Customer acknowledges and agrees that Vatix is entitled to charge interest of 19.9% APR. on the amount due. You agree to reimburse Vatix for any costs or expenses incurred by Vatix to collect amounts that remain unpaid after the due date. Amounts due to Vatix may not be withheld or offset by you against amounts due for any reason.
9.1 Term. These Terms are effective until all Subscription Terms for the Vatix Services have expired or are terminated as expressly permitted herein.
9.2 Subscription Term and Renewals. Customer agrees to pay applicable fees for the entire Subscription Term. Customer cannot cancel or terminate a Subscription Term except as expressly permitted by Section 9.4 (Termination for Cause). If no subscription start date is specified on the applicable order form, the subscription starts when Customer first obtains access to the applicable Vatix Service.
Each Subscription Term will automatically renew for additional successive periods equal to the initial subscription (e.g. if Customer has an annual plan then the subscription will renewal for an additional 12 month term, if Customer has a monthly plan then the subscription will renewal for additional month terms) unless: (i) otherwise stated on the applicable order form; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
9.3 Suspension of Service. Vatix may suspend Customer’s access to the Vatix Services if: (i) Customer’s account is overdue; or (ii) Customer has exceeded its service allocations / service limits. Vatix may also suspend Customer’s access to the Vatix Services or remove Customer Data if it determines that: (a) Customer has breached any portion of these Terms, or (b) suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Vatix Service. Vatix will have no liability for taking action as permitted above. For the avoidance of doubt, Customer will remain responsible for payment of fees during any suspension period under this Section 9.3. However, unless these Terms have been terminated, Vatix will cooperate with Customer to promptly restore access to the Vatix Service once we verify that Customer has resolved the condition requiring suspension.
9.4 Termination for Cause. Either party may terminate these Terms, including any related order form, if the other party: (i) fails to cure any material breach of these Terms (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).
9.5 Effect of Termination. Upon any expiration or termination of these Terms or an order form: (i) Customer’s license rights terminate and it must promptly: (a) stop use of the applicable Vatix Service; return all rented hardware, if applicable, in accordance with the Service Specific Terms; (c) delete (or, at Vatix’s request, return) any and all copies of any Vatix code, documentation, passwords or access codes, and any other Vatix Confidential Information in Customer’s possession, custody, or control; and (ii) Customer’s right to access any Customer Data in the applicable Vatix Service will cease and Vatix may delete the Customer Data at any time after 30 days from the date of termination. If Vatix terminates these Terms for cause as provided in Section 9.4 (Termination for Cause), any payments for the remaining portion of the Subscription Term (and if applicable, charges under Service Specific Terms) will become due and must be paid immediately by Customer. Except where these Terms specifies an exclusive remedy, all remedies under these Terms, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
9.6 Survival. The following Sections survive any expiration or termination of these Terms: 3 (Account Registration and Use); 4.2 (General Restrictions); 4.3 (Beta Releases and Free Access Subscriptions); 5 (Ownership and Feedback); 8 (Payment Terms); 9 (Term and Termination); 11 (Warranties and Disclaimers); 12 (Indemnification Obligations); 13 (Limitations of Liability); 14 (Third-Party Products and Integrations); and 15 (General).
10.1 Confidential Information “Confidential Information” means (a) for Vatix, the Vatix Services and Documentation; (b) for Customer, Customer Data; (c) any other information of a party that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within thirty (30) days of the initial disclosure and delivered to the recipient), or that due to the nature of the information the recipient would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms, and any amendment and attachment thereof, between the parties.
10.2 Confidentiality Obligation. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by these Terms; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under these Terms. Each party may share the other party’s Confidential Information with its, and its Affiliates’, employees, agents or contractors having a legitimate need to know (which, for Vatix, includes providing the Services and sharing with the subcontractors referenced herein) provided that the party remains responsible for any recipient’s compliance with the terms of this Section 10 and that these recipients are bound to confidentiality obligations no less protective than these Terms.
10.3 Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
10.4 Remedies. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section 10, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
ALL VATIX SERVICES, DOCUMENTATION, AND SITES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER VATIX NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. VATIX MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT VATIX SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT VATIX SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. VATIX DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. VATIX WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, CUSTOMER DATA, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-VATIX SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, OR THE USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THESE TERMS. THE DISCLAIMERS IN THIS SECTION 11 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER AND SITE VISITORS MAY HAVE OTHER STATUTORY RIGHTS, HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
12.1 Customer agrees to defend, indemnify, and hold Vatix, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, legal fees) arising from or related to, as applicable: (a) Customer’s access to and use of the Site; (b) violation of these Terms by Customer or its Authorized Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by Customer; (d) the nature and content of all Customer Data processed by the Vatix; (e) Customer’s authentication of end user(s), or (f) any products or services purchased or obtained by Customer.
12.2 Vatix retains the exclusive right to settle, compromise and pay, without Customer’s prior consent, any and all claims or causes of action which are brought against us. Vatix reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify Vatix and Customer agrees to cooperate with our defense of these claims. Customer agrees not to settle any matter in which we are named as a defendant and/or for which Customer has indemnity obligations without our prior written consent. Vatix will use reasonable efforts to notify Customer of any such claim, action or proceeding upon becoming aware of it.
13.1 Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VATIX OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES.
13.2 Cap on Damages. VATIX’S AND ITS SUPPLIERS’ TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CUSTOMER TO VATIX FOR THE APPLICABLE VATIX SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, VATIX’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US) IF THE CUSTOMER IS REGISTERED OUTSIDE OF THE UNITED KINGDOM; FIFTY BRITISH POUNDS (£50 GBP) IF THE CUSTOMER IS REGISTERED WITHIN THE UNITED KINGDOM.
13.3 Exceptions. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 13 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 13. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THESE TERMS, THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13.4 Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 13 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ANY VATIX SERVICE OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Vatix may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. Vatix is not responsible for these third-party products or content. Vatix makes no representations or warranties as to the quality, suitability, functionality, or legality of any third-party products or third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such. Customer agrees that Vatix is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party products or third-party content.
15.1 Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that Vatix may assign these Terms without consent to an Affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 15.1 will be void.
15.2 Notices. Any notice or communication under these Terms must be in writing. Customer must send any notices under these Terms (including breach notices) to Vatix, in English, at the following address, email@example.com, and include “Attention: Legal Department” in the subject line. Vatix may send notices to the email addresses on Customer’s account or, at Vatix’s option, to Customer’s last-known postal address. Vatix may also provide operational notices regarding the Vatix Service or other business-related notices through conspicuous posting of the notice on Vatix’s website or the Vatix Service. Each party consents to receiving electronic notices. Vatix is not responsible for any automatic filtering Customer or its network provider may apply to emails.
15.3 Publicity. Unless otherwise specified in an applicable Order Form, Vatix may use Customer’s name, logo, and marks to identify Customer as a Vatix customer on Vatix’s website and other marketing materials.
15.4 Subcontractors. Vatix may use subcontractors and permit them to exercise the rights granted to Vatix in order to provide the Vatix Service and related services. These subcontractors may include, for example, Vatix’s hosted service, alarm monitoring and email providers. However, subject to all terms and conditions of these Terms, Vatix will remain responsible for: (i) compliance of its subcontractors with the terms of these Terms; and (ii) the overall performance of the Vatix Services if and as required under these Terms.
15.5 Subpoenas. Nothing in these Terms prevents Vatix from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Vatix will use good faith efforts to notify Customer where permitted to do so.
15.6 Independent Contractors. The parties to these Terms are independent contractors, and these Terms does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Non-parties do not benefit from and cannot enforce these terms. There are no third-party beneficiaries to these Terms. Customer must not represent to anyone that it is an agent of Vatix or is otherwise authorized to bind or commit Vatix in any way without Vatix’s prior written authorization.
15.7 Force Majeure. Neither party will be liable for any delay or failure to perform its obligation under these Terms (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
15.8 MANDATORY ARBITRATION; WAIVER OF CLASS ACTIONS. IF YOU ARE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
We Both Agree to Arbitrate. You and Vatix agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity.
Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate within 30 days of first registering your account by contacting us at firstname.lastname@example.org.
Arbitration Procedures and Fees. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, New York, or any other location we agree to. The AAA rules will govern payment of all arbitration fees.
Exceptions to Agreement to Arbitrate. Either you or Vatix may assert claims, if they qualify, in small claims court in the United Kingdom. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the courts of England, United Kingdom to resolve your claim.
NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration Provisions” section will be deemed void.
15.11 Severability. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect.
15.12 No Third-Party Rights. Nothing in these Terms confers on any third party the right to enforce any provision of these Terms. Customer acknowledges that each Order Form only permits use by and for the legal entity or entities identified in the Order Form(s) as the Customer, and not any Customer Affiliates.
15.13 Entire Agreement. These Terms represents the parties’ complete and exclusive understanding relating to the subject matter of these Terms. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Vatix Service or any other subject matter covered by these Terms. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect.
15.14 Governing Law & Jurisdiction. These terms will be interpreted, construed, and enforced in all respects in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction for the settlement of all disputes arising from this agreement.
15.15 Language and Translations. Vatix may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and if there is an inconsistency or conflict between a translation and the English version, the English version will control.
15.16 How to Contact Us. If you have any questions about these Terms, please contact us at email@example.com.