This Software Services Agreement, as of the date that you accept this Agreement (defined below) (“Effective Date”), is hereby entered into and agreed upon by you, either an individual or an entity (“You” or “Company”) and Veritas Monitoring Services, LLC (“Veritas”).

BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING YOUR ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY UTILIZING THE SERVICES (DEFINED BELOW), YOU AGREE TO THIS AGREEMENT. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND VERITAS AND SETS FORTH THE TERMS THAT GOVERN THE LICENSE PROVIDED TO YOU HEREUNDER. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. ANY CHANGES, ADDITIONS OR DELETIONS BY YOU TO THIS AGREEMENT WILL NOT BE ACCEPTED AND WILL NOT BE A PART OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS, DOWNLOAD, INSTALL, OR USE THE SOFTWARE OR SERVICES.

Veritas may modify this Agreement from time to time and will post the most up-to-date version on its website. Your continued use of the Services following modification to the updated Agreement constitutes your consent to be bound by the same.

1. DEFINITIONS.

1.1 Affiliates means an entity controlled by, under common control with, or controlling such party, where control is denoted by having fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity. Subject to the terms and conditions of this Agreement, your Affiliates may use the license granted hereunder.

1.2 Agreement means this Service Agreement, any applicable Product Addendum, the Data Processing Addendum, and the Order Form.

1.3 Client(s) means you, if registering individually, and any entity you control, if registering as a firm.

1.4 Order Form means the Veritas order page, product information dashboard, or other Veritas ordering document that specifies your purchase of the Services, pricing, and other related information.

1.5 Data means any information produced by you within the Order Form at the time of Service initiation or as subsequently edited by you after the initiation of services.

1.6 Services means the monitoring services and reports that are provided to you by Veritas.

1.7 User means an individual authorized by you to use the Services and Documentation, for whom you have purchased a subscription or to whom you have supplied a user identification and password. User(s) may only include your employees, consultants, and contractors, and if applicable, our clients.

1.8 Your Data or Data means data, files, or information, including data, files, or information that include Personal Data, accessed, used, communicated, stored, or submitted by you or your users related to your or your user’s use of the Services.

2. PROVISION OF SERVICES.

2.1 Services License. Upon payment of fees and subject to continuous compliance with this Agreement, Veritas hereby grants you a limited, nonexclusive, non-transferable license to access and use the Services and Documentation during the Term (defined below). You may provide, make available to, or permit your users to use or access the Services or Documentation, in whole or in part. You agree that Veritas may deliver the Services or Software to you with the assistance of its Affiliates, licensors, and service providers. During the Term (as defined herein), Veritas may update or modify the Services or Software or provide alternative Services or Software to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of a third party program. Veritas’s updates or modifications to the Services or provisions of alternative Services will not materially reduce the level of performance, functionality, security, or availability of the Services or Software during the Term. If Veritas decides to end of life the Services, then it shall be in accordance with its established End of Life Policy.

2.2 Upgrading/Downgrading Account Type. If applicable to your license, you may, at any time, upgrade or downgrade your Veritas account type. The change will take effect immediately. After an upgrade, you will be billed immediately for the additional fees due under the upgraded account type for the remaining time of the applicable Term. The amount due and owing for the upgraded account type will be reduced by the amount you have already paid for the applicable Term. In regard to a downgraded account type, you will be billed the fees due for the downgraded account type at the commencement of the Renewal Term. Downgrading your license may cause loss of content, features, or capacity as available to you under your previous license, and Veritas does not accept any liability for such loss.

3. LICENSE RESTRICTIONS; OBLIGATIONS.

3.1 License Restrictions. You may not (i) provide, make available to, or permit individuals other than your users to use or access the Services or Documentation, in whole or in part; (ii) copy, reproduce, republish, upload, post, or transmit the Services or Documentation (except for backup or archival purposes, which will not be used for transfer, distribution, sale, or installation on your Devices); (iii) license, sell, resell, rent, lease, transfer, distribute, or otherwise transfer rights to the Services or Documentation unless as authorized in this Agreement; (iv) modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code of the Services or Documentation; (v) create, market, distribute add-ons or enhancements or incorporate into another product the Services without prior written consent of Veritas ; (vi) remove any proprietary notices or labels on the Services or Documentation, unless authorized by Veritas; (vii) license the Services or Documentation (a) if you (or any of your users) are a direct competitor of Veritas; (b) for the purposes of monitoring the availability, performance, or functionality of the Services or (c) for any other benchmarking or competitive purposes; (viii) use the Services to store or transmit infringing, libelous, unlawful, or tortious material or to store or transmit material in violation of third party rights, including privacy rights; (ix) use the Services to violate any rights of others.
3.2 Your Obligations. You acknowledge, agree, and warrant that: (i) you will be responsible for your and your users’ activity and compliance with this Agreement, and if you become aware of any violation, you will immediately terminate the offending party’s access to the Services and Documentation and notify Veritas; (ii) you and your users will comply with all applicable local, state, federal, and international laws; (iii) you are legally able to process your Data and are able to legally provide your Data to Veritas and its Affiliates, including obtaining appropriate consents or rights for such processing, as outlined further herein, and have the right to access and use your infrastructure, including any system or network, to obtain or provide the Services and will be solely responsible for the accuracy, security, quality, integrity, and legality of the same; and (iv) You will keep your registration information, billing information, passwords and technical data accurate, complete, secure and current for as long as you subscribe to the Services, Software and Documentation.

4. PROPRIETARY RIGHTS.

4.1 Ownership of Veritas Intellectual Property. The Services, Software, and Documentation are licensed, not sold. Use of “purchase” in conjunction with licenses of the Services, Software and Documentation shall not imply a transfer of ownership. Except for the limited rights expressly granted by Veritas to you, you acknowledge and agree that all right, title and interest in and to all copyright, trademark, patent, trade secret, intellectual property (including without limitation algorithms, business processes, improvements, enhancements, modifications, derivative works, information collected and analyzed in connection with the Services) and other proprietary rights, arising out of or relating to the Services, the Software, the provision of the Services or Software, and the Documentation, belong exclusively to Veritas or its suppliers or licensors. All rights, title, and interest in and to content, which may be accessed through the Services is the property of the respective owner and may be protected by applicable intellectual property laws and treaties. This Agreement gives you no rights to such content, including use of the same. Veritas is hereby granted a royalty-free, fully-paid, exclusive, transferable, sub-licensable, irrevocable and perpetual license to use or incorporate into its products and services any information, data, suggestions, enhancement requests, recommendations or other feedback provided by you or your users relating to the Services or Software. All rights not expressly granted under this Agreement are reserved by Veritas.

4.2 Ownership of Your Data. You and your users retain all right, title, and interest in and to all copyright, trademark, patent, trade secret, intellectual property and other proprietary rights in and to your data. Veritas’s right to access and use the same are limited to those expressly granted in this Agreement. No other rights with respect to your Data are implied.

5. TERM; TERMINATION.

5.1 Term. Unless terminated earlier in accordance with this Section, this Agreement will begin on the Effective Date and will continue until the end of the period specified in the applicable Order Form (the “Initial Term”). You authorize Veritas to automatically renew the applicable Services upon the expiration of the Initial Term (each a Renewal Term, and collectively with the Initial Term, the Term). The Renewal Term will be the same length as the Initial Term unless otherwise specified by Veritas at the time of renewal.

5.2 Your Termination Rights. You may terminate the Agreement by providing Veritas with thirty (30) days’ prior written notice of your intention to terminate the Agreement. The thirty (30) day termination period will commence on the first day of the full calendar month after receipt of the termination notice. During the Initial Term, fees charged during the thirty (30) day notification period will be based upon the prorated list price of the yearly contract value. During any Term, an early termination fee, based upon the list price of the yearly contract value, will also be applied to the final invoice and due upon receipt.

5.3 Veritas Suspension or Termination Rights. Veritas may suspend or terminate this Agreement upon thirty (30) days’ prior written notice or immediately if you become subject to bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; you infringe or misappropriate Veritas’s intellectual property; you breach this Agreement or Order Form, including failure to pay fees when due; or pursuant to the receipt of a subpoena, court order, or other request by a law enforcement agency.

5.4 Effect of Termination. Termination shall not relieve you of the obligation to pay any fees or other amounts accrued or payable to Veritas through the end of the current Term. You shall not receive a credit or refund for any fees or payments made prior to termination. Without prejudice to any other rights, upon termination, you must cease all use of the Services and Documentation. You further acknowledge and agree that you will retrieve your Data or copies of your Data from Veritas within five (5) business days of the termination of this Agreement. Unless in accordance with our internal policies, contractual, legal, or other obligation, you acknowledge and agree that Veritas has the right to delete your Data, including any and all copies thereof. Your Data, once deleted, will not be able to be recovered. Sections 1, 3, 4, 5.4, 6, 7, 9, 10, 11, 12, 13 and 14 shall survive any termination or expiration of this Agreement.

6. FEES AND PAYMENT; TAXES.

6.1 Fees and Payment. All orders placed will be considered final upon acceptance by Veritas. Fees will be due and payable as set forth on the Order Form. Unless otherwise set forth herein, fees shall be at Veritas’s then-standard rates at the time of invoice or, if applicable, as set forth in the Order Form. If you fail to pay, Veritas shall be entitled, at its sole discretion, to: (i) suspend provision of the Services until you fulfill your pending obligations; (ii) charge you an interest rate designated by Veritas at the time of invoice; and/or (iii) terminate this Agreement. If applicable, if you exceed the license capacity designated in your Order Form, in addition to Veritas’s other remedies, you will be charged additional fees, which will be reflected in your invoice. Unless otherwise stated, all payments made under this Agreement shall be in United States dollars. Fees are non-refundable.

6.2 Taxes. All fees are exclusive of taxes, and you shall pay or reimburse Veritas for all taxes arising out of transactions contemplated by this Agreement. “Taxes” means any sales, VAT, use, and other taxes (other than taxes on Veritas’s income), export and import fees, customs duties and similar charges imposed by any government or other authority. You hereby confirm that Veritas can rely on the name and address that you provide to Veritas when you agree to the fees or in connection with your payment method as being the place of supply for sales tax and income tax purposes or as being the place of supply for VAT purposes where you have established your business.

6.3 Refunds and Fraud. If you purchased a subscription in error, Veritas will refund your subscription fee, granted that no actual Services are utilized and that your claim for refund is submitted within thirty (30) days of the subscription purchase date. Any utilization of Services after payment of the subscription fee will result in denial of your claim for refund. Your claim for refund must be submitted via email electronic submission to info@trustvms.com. If you suspect or have evidence of any form of fraud relating to submission of your subscription fee, Veritas will investigate and determine, where feasible, whether fraud has occurred and seek remedy to include refund of your subscription fee if applicable. Veritas must be notified regarding fraud claims via email electronic submission to info@trustvms.com.

7. DATA; PROTECTION OF YOUR DATA.

7.1 Your Data. Veritas and its Affiliates may remove your data or any other data, information, or content of data or files used, stored, processed or otherwise by you or your users that Veritas, in its sole discretion, believes to be or is: (a) a virus; (b) illegal, libelous, abusive, threatening, harmful, vulgar, pornographic, or obscene; (c) used for the purpose of spamming, chain letters, or dissemination of objectionable material; (d) used to cause offense, defame or harass; or (e) infringing the intellectual property rights or any other rights of any third party. You agree that you and your users are responsible for maintaining and protecting backups of your data directly or indirectly processed using the Services and Software and that Veritas is not responsible for exportation of, the failure to store, the loss, or the corruption of your data.

You agree that Veritas and its Affiliates will process configuration, performance, usage, and consumption data about you and your users use of the Services to assist with the necessary operation and function of the Services and reporting and to improve Veritas products and services and your and your users’ experience with Veritas and its Affiliates pursuant to the Veritas Privacy Notice.

You represent and warrant that you and your users, in regard to processing of data hereunder, you shall be deemed the data controller (and Veritas, the data processor) and shall determine the purpose and manner in which such data is or will be processed.

7.2 Protection of Your Data. Each party shall comply with its respective obligations under applicable data protection laws. Each party shall maintain appropriate administrative, physical, technical and organizational measures that ensure an appropriate level of security for Confidential Information and Data. You are responsible for ensuring that the security of the Services is appropriate for your intended use and the storage or processing of said data.

8. CONFIDENTIAL INFORMATION.

As used in this Agreement, Confidential Information means any nonpublic information or materials disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects that the disclosing party clearly identifies as confidential or proprietary. For clarity, Confidential Information includes Personal Data, and Veritas Confidential Information includes the Services, Software, and any information or materials relating to the Services, Software (including pricing), or otherwise. Confidential Information may also include confidential or proprietary information disclosed to a disclosing party by a third party.

The receiving party will: (i) hold the disclosing party’s Confidential Information in confidence and use reasonable care to protect the same; (ii) restrict disclosure of such Confidential Information to those employees or agents with a need to know such information and who are under a duty of confidentiality respecting the protection of Confidential Information substantially similar to those of this Agreement; and (iii) use Confidential Information only for the purposes for which it was disclosed, unless otherwise set forth herein. The restrictions will not apply to Confidential Information, excluding data, to the extent it (i) is (or through no fault of the recipient, has become) generally available to the public; (ii) was lawfully received by the receiving party from a third party without such restrictions; (iii) was known to the receiving party without such restrictions prior to receipt from the disclosing party; or (iv) was independently developed by the receiving party without breach of this Agreement or access to or use of the Confidential Information.

The recipient may disclose Confidential Information to the extent the disclosure is required by law, regulation, or judicial order, provided that the receiving party will provide to the disclosing party prompt notice, where permitted, of such order and will take reasonable steps to contest or limit the steps of any required disclosure. The parties agree that any material breach of Section 3 or this Section 8 will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of these Sections in addition to any other relief of which the applicable party may be entitled.

9. DISCLAIMER.

THE SERVICES, SOFTWARE, DOCUMENTATION, AND ALL OTHER PRODUCTS AND SERVICES PROVIDED HEREUNDER, INCLUDING THIRD PARTY HOSTED SERVICES, ARE PROVIDED ON “AS IS” AND “AS AVAILABLE” BASIS. VERITAS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, LOSS OR CORRUPTION OF YOUR DATA, CONTINUITY, OR ABSENCE OF DEFECT RELATING TO THE SERVICES, SOFTWARE, DOCUMENTATION, ANY OTHER PRODUCT OR SERVICES, OR RESULTS OF THE SAME PROVIDED TO YOU UNDER THIS AGREEMENT. VERITAS DOES NOT WARRANT THAT THE SPECIFICATIONS OR FUNCTIONS CONTAINED IN THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT DEFECTS IN THE SERVICES OR SOFTWARE WILL BE CORRECTED.

EACH PARTY SPECIFICALLY DISCLAIMS RESPONSIBILITY OF THIRD PARTY PRODUCTS AND SERVICES WITH WHICH YOU MAY UTILIZE THE SERVICES AND SOFTWARE, AND EACH PARTY SPECIFICALLY DISCLAIMS AND WAIVES ANY RIGHTS AND CLAIMS AGAINST THE OTHER PARTY WITH RESPECT TO SUCH THIRD PARTY PRODUCTS AND SERVICES.

10. INDEMNIFICATION.

10.1 Veritas Indemnification. Veritas will indemnify, defend, and hold you harmless from any third party claim brought against you that the Services, as provided by Veritas, infringe or misappropriate any U.S. patent, copyright, trademark, trade secret, or other intellectual property rights of a third party, provided (i) use of the Services by you is in conformity with the Agreement and Documentation; (ii) the infringement is not caused by modification or alteration of the Services; and/or (iii) the infringement was not caused by a combination or use of the Services with products not supplied by Veritas. Veritas’s indemnification obligations are contingent upon you: (i) promptly notifying Veritas in writing of the claim; (ii) granting Veritas sole control of the selection of counsel, defense, and settlement of the claim; and (iii) providing Veritas with reasonable assistance, information and authority required for the defense and settlement of the claim. This Section states Veritas’s entire liability (and shall be your sole and exclusive remedy) with respect to indemnification to you.

10.2 Your Indemnification. You agree to indemnify, defend, and hold harmless Veritas and its Affiliates, and its directors, employees, and agents from and against any claims arising out of or due to: (i) your Data; (ii) your (or your user’s) breach of this Agreement; (iii) your (or your user’s) use of the Services or Documentation in violation of third party rights, including any intellectual property or privacy rights, or any applicable laws; or (iv) your (or your user’s) misuse of the Services, Software, or Documentation.

11. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) IN NO EVENT WILL VERITAS AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, SOFTWARE, DOCUMENTATION, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PROPERTY DAMAGE OR ANY OTHER DAMAGES OR LOSSES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH ANY SUCH LIABILITY IS BASED; AND (II) THE AGGREGATE LIABILITY OF VERITAS AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, AND AGENTS, AND THE SOLE REMEDY AVAILABLE TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, SOFTWARE, OR ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO TERMINATION OF THIS AGREEMENT AND DAMAGES NOT TO EXCEED THE TOTAL AMOUNT PAYABLE OR PAID TO VERITAS UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO TERMINATION.

12. THIRD-PARTY PROGRAMS.

You may receive access to third-party programs through the Services or Software, or third-party programs may be bundled with the Services or Software. These third-party software programs are governed by their own license terms, which may include open source or free software licenses, and those terms will prevail over this Agreement as to your use of the third-party programs. Nothing in this Agreement limits your or your users’ rights under, or grants you or your user rights that supersede, the terms of any such third-party program.

13. GENERAL.

13.1 Notices. All notices must be in writing and shall be mailed by registered or certified mail to Veritas, LLC, 3769 Bear Lake Road, Valdosta, Georgia, 31601 or by email electronic transmission to info@trustvms.com (with evidence of effective transmission).

13.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the Services, Software, and Documentation provided hereunder and supersedes all prior or contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter hereof. If other Veritas terms or conditions conflict with this Agreement, this Agreement shall prevail and control with respect to the Services, Software, and Documentation provided hereunder. In addition, any and all additional or conflicting terms provided by you, whether in a purchase order, an alternative license, or otherwise, shall be void and shall have no effect.

13.3 RESERVED
13.4 Modifications. Unless as otherwise set forth herein, this Agreement shall not be amended or modified by you except in writing signed by authorized representatives of each party.

13.5 Severability. If any provision of this Agreement is held to be unenforceable, illegal, or void, that shall not affect the enforceability of the remaining provisions. The parties further agree that the unenforceable provision(s) shall be deemed replaced by a provision(s) that is binding and enforceable and that differs as little as possible from the unenforceable provision(s), with considerations of the object and purpose of this Agreement.

13.6 Waiver. The delay or failure of either party to exercise any right provided in this Agreement shall not be deemed a waiver of that right.

13.7 Force Majeure. Veritas will not be liable for any delay or failure to perform obligations under this Agreement due to any cause beyond its reasonable control, including acts of God; labor disputes; industrial disturbances; systematic electrical, telecommunications or other utility failures; earthquakes, storms, or other elements of nature; blockages; embargoes; riots; acts or orders of government; acts of terrorism; and war.

13.8 Construction. Paragraph headings are for convenience and shall have no effect on interpretation.

13.9 Governing Law. This Agreement shall be governed by the laws of the State of Georgia and of the United States, without regard to any conflict of law provisions, except that the United Nations Convention on the International Sale of Goods and the provisions of the Uniform Computer Information Transactions Act shall not apply to this Agreement. You hereby consent to jurisdiction of the state and federal courts of Georgia. If this Agreement is translated into a language other than English and there are conflicts between the translations of this Agreement, you agree that the English version of this Agreement shall prevail and control.

13.10 Third Party Rights. Other than as expressly provided herein, this Agreement does not create any rights for any person who is not a party to it, and no person not a party to this Agreement may enforce any of its terms or rely on an exclusion or limitation contained in it.

13.11 RESERVED

13.12 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14. PRODUCT ADDENDA. [RESERVED]