Viindoo Subscription Service Agreement

No.VIIN.SUB.190824

Note

Last modified date: August 19, 2024.

By subscribing to the Viindoo Enterprise Management Software Service (”Service”) provided and hosted by Viindoo Technology Joint Stock Company and its affiliates (if any) (collectively referred to as “Viindoo”) on Viindoo’s Cloud Platform or on the customer’s infrastructure (Self-Hosting), you (also referred to as “Customer”) agree to comply with the terms of this Viindoo Subscription Service Agreement (”Agreement”) as follows:

1. Term of the Agreement

  1. The term of this Agreement (”Effective Term”) is calculated from the start date to the end date of the Viindoo subscription.

  2. The Effective Term will automatically renew for an equivalent subscription period unless either Party provides written notice of termination to the other Party at least 30 days before the end of the Effective Term.

2. Definitions

  1. Viindoo Enterprise Management Software: This refers to the comprehensive enterprise management software solution developed by Viindoo Technology Joint Stock Company, hereinafter referred to as “Viindoo Software.” Viindoo Software is distributed to end users in the form of a Subscription under one of the following two models:

    • Viindoo SaaS (Viindoo Software As A Service): This is the model where Viindoo Software is provided to end users as a service hosted on Viindoo’s Cloud Platform;

    • Viindoo On-premise: This is the model where Viindoo Software is provided to end users to be installed and operated on the customer’s on-site infrastructure (Self-Hosting).

    (Collectively referred to as “Viindoo Subscription” or “Service”)

  2. User: Any active user account in Viindoo Software with access to create and/or edit. Deactivated user accounts and accounts used by external parties (or systems) with only limited access to Viindoo Software through portal widgets (referred to as “portal users”) are not considered Users.

  3. App: An “App” is a specialized group of features available for installation in Viindoo Software.

  4. Add-on Module: An add-on module is a directory of source code files or a set of customizations based on Python created in the database (e.g., Viindoo Customizer) that adds features or alters the standard behavior of Viindoo Software. These modules can be developed by the Customer, by Viindoo, or by third parties.

  5. Covered Add-on Module: An Add-on Module for which the Customer pays maintenance fees to receive support, upgrades, and bug fixes.

  6. Bug: Any error in Viindoo Software or a Covered Add-on Module that causes a complete stoppage, traceback error, or security breach, and is not directly caused by installation or configuration errors. Whether a non-compliance with specifications or requirements is considered a Bug will be determined by Viindoo (typically when Viindoo Software fails to produce the results or performance it was designed to, or when a native feature no longer meets legal accounting requirements.

  7. Covered Versions: Unless specified otherwise, the Services provided under this Agreement are applicable only to the Covered Versions of the Viindoo Software, which include the 3 most recently released major versions.

  8. Subscription Plan: A Subscription Plan defines a set of Apps, features and hosting solutions covered by this Agreement, and is defined in writing at the conclusion of this Agreement.

3. Access to the Viindoo Software

  1. The Customer can use the Viindoo Software hosted on the Cloud Platform, or choose the Self-Hosting option. The Cloud Platform is hosted and fully managed by Viindoo, and accessed remotely by the Customer. With the Self-Hosting option, the Customer instead hosts the Viindoo Software on computer systems of their choice, that are not under the control of Viindoo.

  2. For the duration of this Agreement, Viindoo gives the Customer a non-exclusive, non-transferable license to use the Viindoo Software according to provisions of this Agreement.

  3. The Customer agrees to take all necessary measures to guarantee the unmodified execution of the part of the Viindoo Software that verifies the validity of the Viindoo Software usage and collects statistics for that purpose, including but not limited to the running of an instance, the number of Users, the installed Apps, and the number of lines of code of Covered Extra Modules.

  4. Upon expiration or termination of this Agreement, this license is revoked immediately and the Customer agrees to stop using the Viindoo Software and the Cloud Platform.

  5. Should the Customer breach the terms of this section, the Customer agrees to pay Viindoo an extra fee equal to 300% of the applicable list price for the actual number of Users.

4. Services

  1. Bug Fixing Service

    • During the Effective Term, Viindoo commits to making reasonable efforts to resolve any Bug of the Viindoo Software and the Covered Add-on Modules when the Customer submits a support request (as outlined in Section 4.5 of this Agreement). Viindoo will acknowledge and respond within 24 working hours.

    • As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer. If the Customer is using a Covered Version, they will not be asked to upgrade to a more recent Covered Version of the Software as a remedy to a Bug.

    • Both parties acknowledge that as specified in the license of the Viindoo Software and in the Section 7.3 of this Agreement, Viindoo cannot be held liable for Bugs in the Viindoo Software or in Covered Add-on Modules.

  2. Security Updating Service

    • Viindoo SaaS: Viindoo commits to applying security patches for any security-related Bug discovered in the Covered Version on all systems under its control as soon as a fix is available, without requiring any manual action from the Customer.

    • Viindoo On-premise: Viindoo commits to sending a “Security Notice” to the Customer about any security vulnerabilities discovered in the Covered Versions of the Viindoo Software (excluding Add-on Modules), at least two weeks before publicly disclosing the Security Notice, unless the vulnerability has already been publicly disclosed by a third party before this time. The Security Notice will detail the vulnerability, its cause, the potential impacts on the Customer’s system, and the corresponding corrective measures for each Covered Version. The Customer understands that the vulnerability and information in the Security Notice must be handled in accordance with Section 6.4 of this Agreement during the non-disclosure period before public release.

  3. Upgrade Service

    • The Viindoo Software Upgrade Service assists Customers in migrating their Viindoo Software database from any version to the most recent Covered Version (”Target Version”).

    • For Viindoo SaaS, Customers can create and submit an upgrade request to Viindoo via Viindoo Upgrade Services, without the need to upload data. For Viindoo On-Premise, the upgrade request must include a copy of the Customer’s database and related data.

  4. Cloud Hosting Service

    During the Effective Term, while using the Viindoo SaaS service, Viindoo commits to providing at least the following services:

    • Customer databases are stored in multiple regions worldwide.

    • Hosting at Tier-III data centers, ensuring at least 99.9% uptime.

    • A-grade SSL (HTTPS) encryption for communication.

    • A disaster recovery plan, tested periodically.

    • Details of the cloud hosting service are described on the Viindoo Service Level Agreement.

  5. Support Service

    • Conditions

      • During the Effective Term, Customers can submit an unlimited number of support requests at no charge, specifically for queries related to Technical Errors (as defined in Section 4.1 above) or documentation related to the use of standard features of the Viindoo Software and the Guaranteed Add-on Modules.

      • Other support requests, such as queries related to training, development, or customization, may be addressed through a separate, fee-based service. If there is uncertainty about whether a support request falls within the scope of this Agreement, Viindoo will make the final decision based on its assessments.

    • Method

      Support requests during the Effective Term will be received and addressed through the following channels:

      • By sending an email to: support@viindoo.com; or

      • By submitting a request through the Viindoo Helpdesk for faster response times, with automatic information logging and categorization.

5. Charges and Fees

  1. Standard charges

    • Standard charges are calculated based on the number of Users according to the Service Plan that the Customer subscribes to.

    • During the Effective Term, the Customer may create additional Users and/or use features from an upgraded Service Plan. Accordingly, the Customer agrees to pay an additional fee corresponding to the listed price at the time of the change for the additional users or the upgraded Service Plan for the remainder of the Effective Term.

    • Additionally, services related to the Covered Add-on Modules are charged based on the number of lines of code in these modules. The maintenance service for the Covered Add-on Modules is billed monthly, based on every 1,000 lines of code (rounded up to the next thousand). The lines of code include all text lines in the source code of those modules, regardless of the programming language (Python, Javascript, XML, etc.), except for empty lines, comment lines, and files not loaded during the installation or execution of Viindoo Software.

    • Viindoo may adjust or change the Standard fee calculation at any time, but no more than once per calendar year. Standard fees that the Customer has already paid in advance will not be affected by these adjustments or changes for the remainder of the Effective Term.

  2. Renewal charges

    When renewing as stipulated in Section 1 of this Agreement, the Customer will pay Standard fees according to the listed prices at the time of renewal.

  3. Taxes

    Unless Viindoo is required to collect or pay according to regulations, all fees that the Customer must pay are exclusive of taxes and any other fees or charges that the buyer must pay according to the laws of the local country.

6. Conditions of Services

  1. Obligations of Customer

    • The Customer agrees to:

      • Pay all Service fees to Viindoo in full and on time during the Effective Term by payment methods accepted by Viindoo.

      • Take all necessary measures to ensure the unaltered operation of the Viindoo Software to verify the legitimacy of its use, as stipulated in Section 3.3 of this Agreement.

    • For Viindoo SaaS, the Customer commits to:

      • Take reasonable measures to secure their User account information, including setting strong passwords and not sharing these passwords with anyone else.

      • Use the hosting service reasonably, avoiding any illegal activities or abuse, and strictly adhere to the following rules:

        • Refrain from engaging in attacks, sending spam, conducting illegal activities, or using the Viindoo Software platform to harm Viindoo and/or others.

        • Avoid harming or infringing upon the privacy, human rights, intellectual property rights, property rights, etc., of any individual or organization.

        • Refrain from interfering with or damaging Viindoo Software, including but not limited to unauthorized access through any devices, machinery, or software.

        • Avoid engaging in any other activities that violate legal regulations.

    • For Viindoo On-premise, the Customer commits to:

      • Take reasonable measures to protect files and databases, ensuring the safety and security of Customer data, acknowledging that Viindoo is not liable for any data loss.

      • Grant Viindoo the necessary access to verify the legitimacy of Viindoo Software use as required (e.g., if automatic authentication fails for the Customer)

  2. Workable Competition

    The Customer agrees not to entice or recruit any Viindoo employees during the Effective Term and for 12 months thereafter unless otherwise agreed in writing. If a violation of this clause results in Viindoo terminating an employment contract with that employee, the Customer agrees to compensate Viindoo an amount equivalent to 50% of that employee’s total income for the preceding 12 months.

  3. Confidential

    • Viindoo respects privacy and strictly adheres to legal regulations regarding consumer information confidentiality. Viindoo only uses information provided by the Customer to facilitate the use of Viindoo Software. Please refer to the Privacy Policy for more details on how Viindoo protects the information provided by the Customer.

    • Viindoo may use a portion or all of the information and data generated by the Customer during the use of Viindoo Software for research, product-service improvement, market analysis, and consumer behavior studies. We ensure that this information and data will not contain any specific contact details (name, address, phone number), specific transactions, or business secrets.

  4. Intellectual property rights

    • Viindoo guarantees that it has full rights and authority to provide Viindoo Software in accordance with international and Vietnamese intellectual property laws.

    • The Customer has the right to access and use Viindoo Software to create data for their operations and work, and has the right to download the data they have entered into Viindoo Software throughout the Effective Term.

    • Viindoo Software includes, but is not limited to, records, documents, features, improvements, modifications, supplements, translations, compilations, or other platforms provided by Viindoo to the Customer.

    • Unless otherwise notified in writing, each party grants the other a non-transferable, non-exclusive, royalty-free, worldwide license to copy and display the other party’s name, logo, and trademark, solely for the purpose of identifying the other party as a customer or supplier on websites, press releases, and other marketing materials.

  5. Termination

    • In the event that one Party fails to perform any obligations under this Agreement and does not remedy the breach within 30 days of receiving written notice of the breach from the non-breaching Party, the non-breaching Party may terminate this Agreement immediately.

    • Additionally, Viindoo may terminate this Agreement immediately if the Customer fails to pay Service fees within 15 days of the due date specified on the corresponding invoice, following at least three reminders.

    • Even after this Agreement is terminated or expires, the provisions in Section 6.3 - Confidentiality, Section 7.2 - Disclaimer of Liability, Section 7.3 - Limitation of Liability, and Section 8 - General Provisions will remain legally effective until one Party receives a release of liability notice from the other Party.

7. Warranties, Disclaimers and Liability

  1. Viindoo’s warranty

    Viindoo holds copyright and/or legal usage rights over the source code of Viindoo Software and ensures that all necessary software libraries used in the development of Viindoo Software comply with licenses compatible with Viindoo Software’s license. During the Effective Term, Viindoo commits to making commercially reasonable efforts to provide the Service according to widely accepted standards, provided that:

    • The Customer’s computer system is functioning properly, and for Viindoo On-premise, the Software is installed in an appropriate operating environment;

    • The Customer provides complete information for troubleshooting and, for Viindoo On-premise, grants any access that Viindoo may need to identify, reproduce, and resolve issues;

    • All payments due to Viindoo have been made. The Customer will not incur any additional costs when Viindoo fulfills its warranty obligations under this clause.

  2. Disclaimers of Liability

    • Viindoo does not guarantee that the Software complies with the legal system of the Customer’s country. Except as explicitly stated in this Agreement, neither Party makes any warranties, express or implied, statutory or otherwise, and each Party expressly disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by applicable law.

    • Viindoo is not liable for any consequences or damages arising from the Customer’s failure to comply with the terms of this Agreement.

    • Under no circumstances shall Viindoo be liable for any direct, indirect, incidental, or punitive damages, including but not limited to damages for loss of revenue, loss of profit, loss of business advantage, business interruption, or data loss resulting from:

      • the use or inability to use the Service;

      • any modifications made to Viindoo Software;

      • denial of access to or alteration of data;

      • deletion, corruption, or failure to store data available on or through Viindoo Software;

      • any statements or actions by any third party concerning Viindoo Software; and

      • any other issues related to Viindoo Software.

  3. Limitation of Liability

    In no event shall the total liability of each Party and its affiliates arising from or related to this Agreement exceed 50% of the total amount the Customer has paid under this Agreement in the 12 months immediately preceding the event giving rise to the claim. Multiple claims will not increase this limit.

  4. Force majeure

    Neither Party shall be held liable to the other for delays or failure to perform any obligations under this Agreement due to force majeure events, such as government policy, fire, strikes, war, floods, accidents, epidemics, embargoes, seizure of control over facilities or products by any competent government authority, or any other causes beyond the control of the Parties.

8. Miscellaneous

  1. Governing Law

    This Viindoo Subscription Service Agreement is governed by and interpreted in accordance with the laws of Vietnam.

  2. Amendments

    Viindoo reserves the right to amend or supplement the terms of this Agreement at any time without prior notice. Customers are required to comply with the terms in effect at the time they accept these terms.

  3. Transfer

    Customers are not permitted to assign any part or all of their rights and obligations under this Agreement to a third party without written consent from Viindoo.

  4. Severability

    If any provision of this Agreement is deemed invalid or unenforceable, it does not affect the validity and enforceability of the remaining provisions. Both Parties agree to discuss and agree on a valid replacement provision with the same intent and legal value.

  5. Effectiveness

    This version of the Viindoo Subscription Service Agreement is effective as of August 19, 2024 and replaces all previous versions./.