Service Terms

IMPORTANT - PLEASE READ CAREFULLY: 

The software as a service subscription agreement (the "Agreement") governs CUSTOMER's use of the vExecution SaaS application (herein referred as "System" as defined below) and any related services provided by Us (“VExecution”, “us”, “we” or “our”). If CUSTOMER uses the System or take any other affirmative action indicating CUSTOMER’s acceptance of this Agreement, then CUSTOMER have agreed to these terms. 

1. Definitions

(a) Components. "Components" means the individual modules or products that make up the System. From time to time, new Components or features will be introduced to the System, and those Components or features may be restricted to specific Editions.

(b) Customer Data. "Customer Data" means any of Customer’s information, documents, or electronic files that are provided to VExecution hereunder.

(c) Documentation. "Documentation" means the means the technical documentation describing the Services, which may be in electronic or hard copy form. 

(d) Error. "Error" means any reproducible material failure of the System to function in accordance with its Documentation.

(e) System. "System" means the vExecution People+ SaaS Application (One or multiple of the modules), including any Updates relating thereto that may be provided hereunder or thereunder, and any derivative works of the foregoing. A System is made up of individual Components.

(f) Service Administrator. "Service Administrator" means the person(s) that Customer designate(s) to purchase on behalf of Customer usage of the Service, authorize Users under the Agreement, create accounts for additional Users and otherwise administer Customer's use of System.

(g) Support. "Support" means the ongoing services by VExecution to support the System as defined in Section 3 below.

(h) Update. "Update" means any patch, bug fix, release, version, modification or successor to the System.

(i) User. "User" means a named individual to whom Customer has granted access to use the System on Customer’s behalf, regardless of whether or not the User actually accesses the Software. Users may be Customer's employees, consultants, contractors or agents.

(j) Edition. “Edition” means the named configuration of the System that has been licensed to the Customer. An Edition defines what Components, features, limits, and/or usage restrictions are placed on the System licensed to the Customer. From time to time, new Components or features will be introduced to the System, and those Components or features may be restricted to specific Editions. New named Editions may also be introduced from time to time.

(k) Effective Date. “Effective Date” is the date on which the Customer’s subscription to the licensed Edition of the System starts. The beginning of the contract term.

2. Use Rights

(a) Use Rights. During the term and subject to the terms of this Agreement, VExecution hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to permit Customer's Users to use the licensed Edition of the System for Customer's business purposes. The use right in the preceding sentence is limited to use by the number of Users for which Customer has paid. Said use rights are non-transferable, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee which executes an agreement in a format acceptable to VExecution agreeing to be bound by all of the terms and conditions of this Agreement. All rights in and to the System not expressly granted herein are reserved to vExecution.

(b) License and Use Restrictions. Customer shall not, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the System; (ii) modify, create derivative works based upon, or translate the System; (iii) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the System in any form to any other party, nor shall Customer attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder. CUSTOMER acknowledge and agree that vExecution shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the System and any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any of Customer's Users relating to the System.

(c) System Administrator; User Access. Customer shall designate one or more System Administrators. System Administrators shall be responsible for managing User access, including adding and subtracting Users. The System Administrator shall ensure that multiple Users do not share a password or user name. Customer acknowledges and agrees that it is prohibited from sharing passwords and/or user names with unauthorized users.

(d) Customer Data. Customer owns all right, title and interest in the Customer Data. Customer hereby grants to vExecution, a non-exclusive, non-transferable (except as set forth in Section 9(d) below), non-sublicensable right and license to use, copy, transmit, modify and display the Customer Data solely for purposes of Customer’s use of the System. vExecution shall not use the Customer Data except to improve the System and as necessary to perform its obligations hereunder.

(e) No Sensitive Data; Customer Responsibilities. Customer acknowledges that the System is not intended for use with protected health information, credit card numbers, financial account numbers, or other similarly-sensitive personal information, and that Customer assumes all risk arising from use of any such sensitive information with the System, including the risk of any inadvertent disclosure or unauthorized access thereto. Customer is responsible for ensuring that Customer and Customer's Users' use of the System follows all applicable laws and governmental regulations and Customer acknowledges that Customer assumes all risk arising from any such use that is not compliant with applicable laws and regulations.

(f) Security. Customer is solely responsible for maintaining the security of all user names and passwords granted to it, for the security of its information systems used to access the System, and for its Users’ compliance with the terms of this Agreement. VExecution will act as though any electronic communications it receives under Customer's user names have been sent by Customer. Customer will immediately notify vExecution if it becomes aware of any loss or theft or unauthorized use of any of Customer's passwords or user names. vExecution has the right at any time to terminate or suspend access to any User or to Customer if vExecution believes in good faith that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the System or vExecution's network.

3. Support

(a) Services Generally. Subject to the terms of this agreement, VExecution shall use commercially reasonable efforts to make the System available to Customer.

(b) Updates. vExecution shall deliver Updates to the System that apply to the Customer’s currently licensed Edition at no additional charge. From time to time, new Components or features may be released that are applied selectively to different Editions of the System. Only those Updates that apply to the Customer’s currently licensed Edition will be delivered automatically to the Customer at no additional charge.

(c) Support Options and Procedures. vExecution shall provide general support to the Customer. Different Editions of the System will be entitled to different levels of support. In addition, VExecution may offer premium support options to Customer at an additional charge.

(d) Error Correction. vExecution shall use commercially reasonable efforts to correct all Errors or to provide a reasonable workaround as soon as is possible using its reasonable efforts during vExecution's normal business hours. Customer shall provide such access, information, and support as VExecution may reasonably require in the process of resolving any Error. This paragraph is Customer's sole and exclusive remedy for Errors.

(e) Support Exclusions. VExecution is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by:

(i) the acts, omissions, negligence or wilful misconduct of Customer, including any

unauthorized modifications of the System or its operating environment;

(ii) any failure or defect of Customer’s or a third party’s equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of vExecution's firewall);

(iii) Customer’s use of the System other than in accordance with the System’s documentation; or

(iv) a Force Majeure Event.

(f) Support Fees. VExecution has the right to bill Customer at its standard services rates for any support issues excluded by Section 3(e) above that have been pre-approved in writing (including in an email) by Customer.

(g) Limitation of Remedies. Correction of Errors as defined in this Agreement are Customer’s

sole remedies for any Errors in the System.

4. Financial Terms

(a) Fees. In return for the products, services and use rights provided by vExecution to Customer

hereunder, Customer shall pay to VExecution the fees in accordance with the Customer’s subscription. 

(b) Payment Terms. Payments are due and must be paid in accordance to the offer details of CUSTOMER's subscription. 

(c) Taxes. Customer shall pay or shall reimburse vExecution for all sales taxes and other taxes,

however characterized by the taxing authority, based upon the license fees or other charges under this Agreement or otherwise incurred on account of Customer’s use of the System, except for any taxes based upon vExecution's net income or gross receipts. 

(d) Pricing Changes. All prices are subject to change at the beginning of any Subscription renewal.

5. Term and Termination

(a) Term. This agreement will remain in effect until the expiration, termination, or renewal of CUSTOMER's Subscription, whichever is earliest.

(b) Termination for Cause. Either party can terminate this Agreement for cause upon written

notice to the other party:

(i) immediately upon any breach by Customer of Section 2(b) and/or Section 2(e) above;

(ii) immediately upon any breach of any confidentiality obligations owed to such party by the

other party;

(iii) if the other party has committed any other material breach of its obligations under this Agreement and has failed to cure such breach within 30 days of written notice by the non-breaching party specifying in reasonable detail the nature of the breach (or, if such breach is

not reasonably curable within 30 days, has failed to begin and continue to work diligently and in good faith to cure such breach); or

(c) Obligations Upon Termination. Upon termination of this Agreement:

(i) provided that Customer has paid all amounts owed to vExecution hereunder, vExecution shall, upon written request received within 30 days of termination, provide any Customer who purchased access rights to an Edition requiring payment of a fee with access to the System for a period of 24 hours for the limited purpose of exporting Customer Data;

(ii) VExecution shall immediately terminate access to the System by Customer; and

(iii) Customer shall immediately pay vExecution any amounts payable or accrued but not yet payable to VExecution, including any deferred payments or payments originally to be made over

time.

CUSTOMER ACKNOWLEDGES THAT IF CUSTOMER IS USING AN EDITION OF THE SYSTEM THAT IS PROVIDED FREE OF CHARGE, UPON TERMINATION OF THIS AGREEMENT, vEXECUTION IS UNDER NO OBLIGATION TO EITHER MAINTAIN CUSTOMER DATA OR TO PROVIDE CUSTOMER WITH ACCESS TO OR A COPY OF THE CUSTOMER DATA.

6. Confidentiality

(a) Confidential Information. "Confidential Information" means any and all tangible and

intangible information (whether written or otherwise recorded or oral) of a party that: (A) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (B) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (i) non-public information relating to a party’s technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (ii) third-party information that Customer or VExecution is obligated to keep confidential; (iii) the material terms and conditions of this Agreement; and (iv) any non-public information relating to any activities conducted hereunder.

(b) Exclusions. Notwithstanding the above, the term "Confidential Information" does not

include any information that is either: readily discernible from publicly-available products or

literature; or approved for disclosure by prior written permission of an executive officer of the

disclosing party.

(c) Use of Confidential Information. Each party shall only use Confidential Information

furnished to it hereunder in furtherance of the activities contemplated by this Agreement, and,

except as authorized in this Agreement, it shall not disclose the Confidential Information to any other persons without the disclosing party’s express written authorization.

(d) Required Disclosures. A receiving party may disclose Confidential Information of the

disclosing party as required to comply with binding orders of governmental entities that have

jurisdiction over it or as otherwise required by law, provided that the receiving party (i) gives the disclosing party reasonable written notice to allow it to seek a protective order or other

appropriate remedy (except to the extent compliance with the foregoing would cause the

receiving party to violate a court order or other legal requirement), (ii) discloses only such

information as is required by the governmental entity or otherwise required by law, and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so

disclosed.

(e) Return of Information. Except as set forth otherwise in the specific provisions concerning

Customer Data set forth in Section 5(c) above, if a disclosing party so requests at any time, the receiving party shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession.

(f) Survival. The parties hereto covenant and agree that this Section 6 will survive the

expiration, termination, or cancellation of this Agreement for a period of 3 years, except for

Confidential Information constituting a trade secret, with respect to which this Section will

survive the expiration, termination, or cancellation of this Agreement for so long as such

Confidential Information remains a trade secret.

7. Indemnification

(a) Indemnification by VExecution . FOR CUSTOMER USING ONLY A FREE EDITION OF

THE SYSTEM, THIS SECTION 7(A) DOES NOT APPLY AND CUSTOMER ACKNOWLEDGE

THAT CUSTOMER ARE NOT ENTITLED TO ANY INDEMNIFICATION FROM VEXECUTION. For

Customers using an Edition of the System on a monthly or annual payment plan, vExecution shall defend, indemnify and hold harmless Customer from and against all damages, liabilities, losses and expenses, including reasonable attorneys’ fees and expenses, resulting from any third-party claim, suit or proceeding that arises from Customer and/or the Customer's Users' use of the System in accordance with this Agreement that, to vExecution's knowledge, infringes or misappropriates any Indian trade secret, trademark, or copyright. vExecution will have no indemnity obligation to Customer if the alleged infringement or misappropriation is based on (i) any combination, operation, or use of the System with products, services, information, materials, technologies, business methods or processes not furnished by vExecution to the extent the infringement or misappropriation is based on such combination, operations or use; (ii) any modification (other than by vExecution) to the System to the extent the infringement or

misappropriation is based on such modification; or (iii) the Customer's failure to promptly install

any Update that is provided by VExecution that would have eliminated the actual or alleged

infringement or misappropriation.

(b) Indemnification by Customer . Customer shall defend, indemnify and hold harmless

VExecution from and against all damages, liabilities, losses and expenses, including reasonable

attorneys’ fees and expenses, resulting from any third-party claim, suit or proceeding that arises from the Customer and/or the Customer's Users' use of the System (other than to the extent indemnified by vExecution under Section 7(a) or, in the case of a Customer using only a free Edition of the System, other than to the extent the third-party claim would have been subject to indemnification by VExecution under Section 7(a) if Section 7(a) applied to Customer).

(c) Indemnification Process. The indemnified party shall promptly notify the indemnifying

party in writing of any third party claim, stating the nature and basis of the third party claim, to

the extent known. The indemnifying party shall have sole control over the defense and settlement of any third party claim, provided that, within fifteen (15) days after receipt of the

above-described notice, the indemnifying party notifies the Indemnified Party of its election to so assume full control. The foregoing notwithstanding, the indemnified party shall be entitled to participate in the defense of such third party claim and to employ counsel at its own expense to assist in the handling of such claim, except that the indemnified party’s legal expenses in exercising this right shall be deemed legal expenses subject to indemnification hereunder to the extent that (x) the indemnifying party fails or refuses to assume control over the defense of the third party claim within the time period set forth above; (y) the indemnified party deems it reasonably necessary to file an answer or take similar action to prevent the entry of a default

judgment, temporary restraining order, or preliminary injunction against it; or (z) representation of both parties by the same counsel would, in the opinion of that counsel, constitute a conflict of interest. The indemnifying party shall not settle any such third party claim without the written consent of the indemnified party, except for a complete settlement requiring only the payment of money damages to be paid by the indemnifying party.

(d) Sole Remedy. Indemnification pursuant to this Section is the parties’ sole remedy for any third party claim against the other party in the nature of intellectual property infringement or misappropriation.

8. Warranties, Disclaimers and Limitations

(a) Warranties. vExecution warrants that the System will materially comply with its published specifications. If We breach this warranty, We will (at Our option) repair the System within a reasonable time period or refund the fees for the period in which the Services did not materially conform to its specifications. This is CUSTOMER’s only remedy for breach of the warranty above and cannot be used with other relief mechanisms. In order to receive this remedy, CUSTOMER must promptly notify Us of a breach of this warranty. 

(b) Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 8(A), VEXECUTION MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEM, THE SERVICES PROVIDED OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE SYSTEM. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THE LIMITED SERVICE LEVEL COMMITMENTS IN SECTION 8(A), VEXECUTION DISCLAIMS ANY WARRANTY THAT THE SYSTEM, THE SERVICES PROVIDED BY VEXECUTION, OR THE OPERATION OF THE SYSTEM ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED. VEXECUTION MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

(c) Disclaimer of Consequential Damages. vEXECUTION HAS NO LIABILITY WITH RESPECT TO THE SYSTEM, SERVICES, OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF vEXECUTION HAS BEEN ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES.

(d) Limitations of Remedies and Liability. vEXECUTION'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO (1) IN THE CASE OF CUSTOMER ON A MONTHLY PAYMENT PLAN, ALL FEES PAID TO VEXECUTION BY THE CUSTOMER IN RESPECT OF USER LICENSES FOR THE SYSTEM DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY; (2) IN THE CASE OF CUSTOMER ON AN ANNUAL PAYMENT PLAN, ALL FEES PAID TO VEXECUTION BY THE CUSTOMER IN RESPECT OF USER LICENSES FOR THE SYSTEM DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY; OR (3) IN THE CASE OF CUSTOMER USING ONLY A FREE EDITION OF THE SYSTEM, FIVE HUNDRED INDIA RUPEES.

9. General

(a) Notices. Notices regarding this Agreement to vExecution shall be in writing and sent by first

class mail or overnight courier at the address provided at that time on vExecution's website.

vExecution may give notice by means of posting notice on the System, by electronic mail to

Customer's e-mail address on record with vExecution, or by written communication sent by first

class mail or overnight courier to Customer's address on record in vExecution's account information. All notices shall be deemed to have been given three days after mailing or posting (if sent by first class mail), upon delivery in the case of courier, or 12 hours after either sending by e-mail or posting on the System.

(b) Force Majeure. "Force Majeure Event" means any act or event that (a) prevents a party (the "Nonperforming Party") from performing its obligations or satisfying a condition to the other party’s (the "Performing Party") obligations under this Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. "Force Majeure Event" does not include economic hardship, changes in market conditions, and insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other party’s performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the other party’s obligations, the Nonperforming Party shall immediately resume performance under this Agreement. The relief offered by this paragraph is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event.

(c) Assignment. vExecution may assign any of its rights or obligations under this Agreement at any time; provided, however, that vExecution shall not assign the rights granted to Customer Data in Section 2(d) except in connection with the sale (whether by merger, asset sale, equity sale or otherwise) of (i) vExecution, (ii) the System or (iii) a portion of vExecution or the System that would reasonably require the acquirer of said portion to be assigned such rights to the Customer Data. Customer shall not assign any of its rights under this Agreement, except with the prior written approval of VExecution, which shall not be unreasonably withheld. The preceding sentence applies to all assignments of rights, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee which executes vExecution’s form of agreement agreeing to be bound all of the terms and conditions of this Agreement. Any change of control transaction is deemed an assignment hereunder. Any purported assignment of rights in violation of this Section is void.

(d) Governing Law; Venue. The laws of Singapore govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction in Singapore for the purposes of all legal actions and proceedings arising out of or relating to this Agreement.

(e) Recovery of Litigation Costs. If any legal action or other proceeding is brought for the

enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the unsuccessful

party shall pay to the successful party its reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which the successful party may be entitled.

(f) Entire Agreement. This Agreement constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of any other party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement, other than any that are expressly stated in this Agreement.

(g) Amendments. The parties can amend this Agreement only by a written agreement of the

parties that identifies itself as an amendment to this Agreement.

(h) Survival of Certain Provisions. Each party hereto covenants and agrees that the provisions in Sections 1, 2(b), 5(c), 6, 7, 8, and 9 in addition to any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.