1. DEFINED TERMS
Some words used in the Agreement have particular meanings: "Acceptable Use Policy"
or "AUP" means the VNS Cloud Solutions Acceptable Use Policy posted at http://vnscloud.com/aup
as of the date you started doing business with us as it may be amended pursuant
to Section 19 below. "Business Day" means 8:00 a.m. – 5:00 p.m. Monday through Friday,
United States EST, excluding federal public holidays in the United States. "Confidential
Information" means all information that you transmit to or from, or store on, the
VNS Cloud Solutions. "Services" means hosted services provided to you through the
VNS Cloud.
2. VNS'S OBLIGATIONS.
Subject to these Terms of Service, VNS agrees to provide the Services and to follow
reasonable security procedures. You may request support by submitting a request
at support@vnscloud.com
For Standard Support VNS will provide a reasonable response time for report requests submitted with a target response time of 3 hours on any Business Day during the business hours previously stated. For Gold Support the target response time will be of 3 hours on any Business Day during business hours and Saturdays from 9:00 am to 5:00pm EST providing Saturday is not a Holiday. For Platinum Support the target response time is 2 hours; 24 hours a day,7 days a week, for a period of 365 days, for as long as the account remains in good standing.
3. AMMENDMENTS TO THIS AGREEMENT
The Service will evolve over time. As it does, we’ll need to update the terms of
this Agreement. You agree that we can update the terms of this Agreement at any
time by posting changes on the Service or on vnscloud.com. Unless we otherwise note
at the time of posting, changes will be effective immediately upon posting, but
any increase in fees will not affect the cost of Your Service Plan during its term.
You accept changes either by using the Service after we post the changes on the
Service or on vnscloud.com or by clicking to confirm acceptance. You are responsible
for checking the Service and vnscloud.com for changes to this Agreement.
4.SERVICE LEVEL AGREEMENT
VNS believes that your company data should always be protected against unscheduled
outages. Our commitment to you is that every effort will be made to keep the VNS
Cloud online. We make commercially reasonable efforts to ensure that your data is
secure and available
5. USE OF THE CLOUD SOLUTION SERVICES
Subject to your compliance with the terms of this Agreement and your payment of
any applicable Service fees, we grant you a limited, non-exclusive, non-transferable,
revocable right to use the Service solely for the purpose of storing and retrieving
your personal or business files and data that you have the full right and authority
to store and retrieve (all such files, “Your Files”). You agree not to use the Service
in any other way, including to store, transfer or distribute files of or on behalf
of third parties, for any form of file sharing, to operate your own file storage
service or to resell any part of the Service.
6.YOUR VNS CLOUD ACCOUNT
To use the Service, you must have an Organization Account, a VNS ID and a password.
You may only use the Service in connection with one Organization and one VNS ID,
so if you have multiple VNS IDs you’ll need to choose the account you want to use
for the Service. The organization account and password for your VNS id account are
all that is required for access to files you store on the Service. You are responsible
for maintaining the confidentiality of your account and password and preventing
their misuse and you agree to accept responsibility for all activities that occur
under your account. You may not use a name, username or email address that you are
not authorized to use or share your Organization, VNS ID username and password with
others for purposes of allowing others to use the Service through your account.
If we suspend or terminate your use of the Service or your VNS account, you may
not use the Service through another VNS account.
7. ACCESS TO SERVICES
You may access the VNS Cloud Services, providing that your account is current, by
licensing a VNS App, which VNS may modify at any time. Your use of any VNS App is
governed by the license agreement included with it.
8. SERVICE PLANS
Service Plan Selection: The Service offers a variety of service plans that have
different features, including storage capacity limits and fees (each a “Service
Plan”) and also different levels of support. You can select Your Service Plan from
among available Service Plans and you will be provided a default Service Plan as
Your Service Plan if you haven’t chosen a Service Plan. You can see the Service
Plans and levels of support currently available here.
8.1.Service Plan Fees: If Your Service Plan requires payment of fees, the price
stated does not include any taxes that may apply and that we may charge. Service
fees paid are non-refundable, even if you stop using the Service. If you upgrade
Your Service Plan to a more expensive plan, the upgraded plan will immediately become
Your Service Plan, you will be charged the additional fees, and Your Service Plan
term may be extended, as described at the time you upgrade. If you downgrade Your
Service Plan to a less expensive plan, unless otherwise specified, the downgrade
will not take effect until the end of the term of Your Service Plan, at which time
your new Service Plan will become Your Service Plan at the then current fee.
9. AUTOMATIC RENEWAL
The initial term begins on the date we make the Services available for your use
and continues for one month. Upon expiration of the initial agreement, the term
will automatically renew for successive renewal terms of one month each, unless
and until one of us gives the other notice of non-renewal prior to the expiration
of the initial term, or then-current renewal term, as applicable. You must provide
notice of non-renewal by submitting complete account details and effective date
of cancellation at http://support@vnsint.com UNLESS YOU NOTIFY US BEFORE RENEWAL
THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOUR SERVICE PLAN WILL AUTOMATICALLY
RENEW AT THE END OF ITS TERM FOR A NEW SERVICE PLAN, AND YOU AUTHORIZE US (WITHOUT
NOTICE TO YOU) TO COLLECT THE THEN-APPLICABLE FEE AND ANY TAXES FOR THE RENEWAL
PLAN, USING ANY CREDIT CARD WE HAVE ON RECORD FOR YOU. SERVICE PLAN FEES AND FEATURES
WILL CHANGE FROM TIME TO TIME. Your renewal plan will be the one we choose as being
closest to your current service plan. However, unless we send you notice in advance
of renewal to the email address then associated with your account, your renewal
plan will not have a price that is higher or a term that is longer than your service
plan that has expired. You are responsible for checking the price and features applicable
to the renewal of your service plan. VNS will charge you the fees stated for company
services or additional user services. VNS will charge your credit card without invoice
on or about the first day of each billing cycle as follows: (i) for recurring fees,
in arrears, and (ii) for pro-rated monthly fees for additional users added during
the month. Your billing cycle will be monthly; beginning on the date that VNS first
makes the Services available to you. VNS may suspend all services if our charges
to your credit card are rejected for any reason. VNS may charge interest on overdue
amounts at 1.5% per month (or the maximum legal rate if it is less than 1.5%). If
any amount is overdue by more than thirty (30) days, and VNS brings a legal action
to collect, or engages a collection agency, you must also pay VNS's reasonable costs
of collection, including attorney fees and court costs. All fees are stated and
will be charged in US Dollars. Charges that are not disputed within sixty (60) days
of the date charged are conclusively deemed accurate. You must provide VNS with
accurate factual information to help VNS determine if any tax is due with respect
to the provision of the Services, and if VNS is required by law to collect taxes
on the provision of the Services, you must pay VNS the amount of the tax that is
due or provide satisfactory evidence of your exemption from the tax.
10.FEE INCREASES OR DECREASES.
We may increase or decrease fees at any time with sixty (60) days advance written
notice, which will be effective at the second monthly renewal after notice is given.
11.PROMOTIONAL AND TRIAL OFFERS
From time to time we may offer trial Service Plans or promotional Service Plans
(“Promotional Plans”) for access to the Service. Some Promotional Plans may automatically
upgrade to a paid Service Plan at its regular price at the end of the promotional
or trial period unless you choose not to upgrade by using the means we provide you
to do so. If you sign up for a Promotional Plan THAT AUTOMATICALLY UPGRADES, UNLESS
YOU choose not to upgrade, we will charge your credit card the applicable Service
fee at the end of the term of the Promotional Plan. Specific terms of Promotional
Plans will be provided with the plans.
12.STORING YOUR FILES ON THE SERVER
Your Files: By using the Service with Your Files, you are directing us to store
Your Files on your behalf. You are solely responsible for the content of Your Files
and your use of the Service to store and retrieve Your Files. You must ensure that
you have all the necessary rights in Your Files that permit you to use the Service
without infringing the rights of any copyright owners, violating any applicable
laws or violating the terms of any license or agreement to which you are bound.
You must ensure that Your Files are free from any malware, viruses, Trojan horses,
spyware, worms, or other malicious or harmful code. In transferring Your Files to
and from the Service, you are responsible for complying with all applicable import,
re-import, export, and re-export control laws and regulations, including the Export
Administration Regulations, the International Traffic in Arms Regulations, and country-specific
economic sanctions programs implemented by the Office of Foreign Assets Control.
Failure to comply with these requirements may result in the immediate termination
of your rights under this Agreement in accordance with Section 7.1.
13.ACCESS AND MANAGEMENT OF DATA
a) VNS will provision your initial business environment, but you are otherwise responsible
for managing your company data, managing authorized users and managing settings.
b) You will not have access to your data stored on the VNS Cloud during a suspension
or following termination. c) We backup the VNS Cloud on a periodic basis so that
we are able to more quickly restore the systems in the event of a failure. These
backups are made on a snap-shot basis and, therefore, capture only the information
that exists on the system at the time of the backup. In addition, we may destroy
all but the most recent backup. These backups may not be available to you or, if
available, may not be useful to you outside of the VNS Cloud. d) Our Right to Access
Your Files. You give us the right to access, retain, use and disclose your account
information and Your Files: to provide you with technical support and address technical
issues; to investigate compliance with the terms of this Agreement, enforce the
terms of this Agreement and protect the Service and its users from fraud or security
threats; or as we determine is necessary to provide the Service or comply with applicable
law. e) Security. We do not guarantee that Your Files will not be subject to misappropriation,
loss, or damage and we will not be liable if they are. You’re responsible for maintaining
appropriate security, protection and backup of Your Files. f) VNS is not responsible
to you for unauthorized access to your data or the unauthorized use of the Services
unless the unauthorized access or use results from VNS's failure to meet its security
obligations stated in the Agreement. You are responsible for the use of the Services
by any employee of yours, any person to whom you have given access to the Services,
and any person who gains access to your data or the Services as a result of your
failure to use reasonable security precautions, even if you did not authorize such
use. g) Limits, Changes and Cancellation. Service Plans are subject to storage capacity
limits. If you exceed your storage limit, restrictions will be placed on your use
of the Service until you either remove enough of Your Files to come within your
storage limit or upgrade Your Service Plan to a plan with enough storage capacity.
We reserve the right to impose other limits on use of the Service. We may also restrict
your access to the Service if we determine that your use of the Service violates
this Agreement or substantially exceeds normal use by other users. Improper or excessive
use may also result in termination of your use of the Service. We may change the
Service, or any part of it, or end the Service, or any part of it, either temporarily
or permanently, at any time, with or without prior notice to you. We will not be
liable for any damage or loss (including any loss of data or profits) or any other
consequences that you may incur as a result of any restrictions on your use of the
Service or your inability to access and use the Service. h) Access Fees and Charges:
You are responsible for any internet access charges or mobile data fees and other
third-party charges you may incur (for example, fees that may be charged by your
internet service provider or wireless carrier) in connection with your use of the
Service, your access to Your Files using the Service and transfer of Your Files
to and from the Service.
14.SOFTWARE
14.1 Use of the Software. We may make available to you, from time to time, software
for your use in connection with the Service (collectively, the "Software"). Unless
and to the extent specifically provided otherwise in the Software or related documentation
(including any Readme file), you may use the Software only in connection with the
Service and you may not (a) separate any individual component of the Software for
use other than in connection with the Service, (b) incorporate any portion of it
into your own programs or compile any portion of it in combination with your own
programs, (c) transfer it for use with another service, (d) use it, or any portion
of it, over a network, (e) sell, rent, lease, lend, loan, distribute or sub-license
the Software or otherwise assign any rights to the Software in whole or in part,
or (f) modify, reverse engineer, decompile or disassemble, or otherwise tamper with,
the Software, whether in whole or in part, or create any derivative works from or
of the Software. We may discontinue some or all of any Software at any time. We
may also terminate your right to use any Software at any time and in such event
may modify it to make it inoperable or take other actions as needed to restrict
access to or availability of the Software.
14.2 Updates. In order to keep your Software up-to-date, we may automatically provide
you with updates/upgrades to the Software.
15. EXPORT AND REGULATIONS
You agree to comply with all export and re-export restrictions and regulations and
to not transfer, or encourage, assist, or authorize the transfer of the Software
to a prohibited country, or otherwise in violation of any applicable restrictions
or regulations. If you are a U.S. Government end user, we are licensing the Software
to you as a "Commercial Item" as that term is defined in the U.S. Code of Federal
Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Software
are the same as the rights we grant to all others under this Agreement. You represent
and warrant that you are not on the United States Department of Treasury, Office
of Foreign Asset Controls list of Specially Designated National and Blocked Persons
and are not otherwise a person to whom VNS is legally prohibited to provide the
Services. You may not provide administrative access to the Service to any person
(including any natural person or government or private entity) that is located in
or is a national of Cuba, Iran, Libya, Sudan, North Korea or Syria or any country
that is embargoed or highly restricted under United States export regulations.
16. INFORMATION PROVIDED
The Service and the Software may provide VNS with information relating to your use
and performance of the Service and the Software, as well as information regarding
the devices on which you download and use the Software and the Service. For example,
this information may include the device type, mobile network connectivity, location
of the device, information about when the Software is launched, individual session
lengths for use of the Service, or occurrences of technical errors. Any information
we receive is subject to the VNS privacy notice located at www.vnsint.com/privacy.
17. SUSPENSION AND TERMINATION OF YOUR SERVICES
You rights under this Agreement will automatically terminate without notice from
us if you fail to comply with its terms. We may suspend or terminate your use of
the Service at our discretion without notice at any time. You have no right to use
the Service during a suspension or following a termination.
17.1 Suspension: We may suspend your Services without liability if: (i) we reasonably
believe that the Services are being used (or have been or will be used) in violation
of the Agreement, (ii) we discover that you are, or are affiliated in any manner
with, a person who has used similar services abusively in the past; (iii) you don't
cooperate with our reasonable investigation of any suspected violation of the Agreement;
(iv) we reasonably believe that your Services have been accessed or manipulated
by a third party without your consent, (v) we reasonably believe that suspension
of the Services is necessary to protect our network or our other customers, (vi)
a payment for the Services is overdue, or (vii) suspension is required by law. We
will give you reasonable advance notice of a suspension under this paragraph and
a chance to cure the grounds on which the suspension are based, unless we determine,
in our reasonable commercial judgment, that a suspension on shorter or contemporaneous
notice is necessary to protect VNS or its other customers from imminent and significant
operational or security risk. If the suspension was based on your breach of your
obligations under the Agreement, then we may continue to charge you the fees for
the Services during the suspension, and may charge you a reasonable reinstatement
fee (not to exceed $100) upon reinstatement of the Services. 17.2 Termination: We
may terminate the Agreement for breach on written notice if: (i) we discover that
the information you provided to us about yourself or your proposed use of the Services
was materially inaccurate or incomplete, (ii) if you are an individual, you were
not at least 18 years old or otherwise did not have the legal capacity to enter
into the Agreement at the time you submitted the Order for Services, or if you are
an entity or fiduciary, the individual submitting the Order for Services did not
have the legal right or authority to enter into the Agreement on behalf of the person
represented to be the customer, (iii) your payment of any invoiced amount is overdue,
and you do not pay the overdue amount within three (3) days of our written notice,
(iv) a credit report indicates you no longer meet our reasonable credit criteria,
provided that if we terminate on these grounds, we must give you a reasonable opportunity
to migrate your environment out of VNS in an orderly fashion, (v) you use your Service
in violation of the AUP and fail to remedy the violation within ten (10) days of
our written notice, (vi) you violate the AUP more than once, even if you cure each
violation, or (vii) you fail to comply with any other provision of the Agreement
and do not remedy the failure within thirty (30) days of our notice to you describing
the failure. You may terminate the Agreement for breach on written notice if: (i)
we materially fail to provide the Services as agreed and do not remedy that failure
within thirty (30) days of your written notice describing the failure, or (ii) we
materially fail to meet any other obligation stated in the Agreement and do not
remedy that failure within thirty (30) days of your written notice describing the
failure
17.3 Refund of Fees. If we suspend your use of the service for more than thirty
consecutive days or terminate your use of the Service, you will be entitled, as
your sole remedy, to a refund of a portion of any Service fees you have paid under
Your Service Plan, prorated according to the time period remaining on Your Service
Plan. However, you will not receive any refund of fees if we suspend your use of
the service for less than thirty consecutive days, or if we determine, at our discretion,
that you have engaged in conduct that violates this Agreement or otherwise involves
fraud or misuse of the Service or harms our interests or those of another user of
the Service.
18.DISCLAIMERS.
We do not promise that the Services will be uninterrupted, error-free, or completely
secure. You acknowledge that there are risks inherent in Internet connectivity that
could result in the loss of your privacy, Confidential Information, and property.
VNS has no obligation to provide security other than as stated in this Agreement.
We disclaim any and all warranties not expressly stated in the Agreement, including
the implied warranties of merchantability, fitness for a particular purpose, and
no infringement. You are solely responsible for the suitability of the service chosen.
The Services are provided AS IS. Any services we may perform for you at your request
and without any additional charge are provided AS IS.
19.GENERAL
19.1 Severability of Terms. If any provision of this Agreement (including any amendment)
is found invalid, void, or for any reason unenforceable, that provision is severable
and does not affect the validity and enforceability of any remaining provisions.
19.2 Damages Cap. We provide the Service subject to the Disclaimer of Warranties
and Limitation of Liability in the vnsint.com Conditions of Use.
19.3 Reservations of Rights; Waiver. We retain all right, title and interest in
the Service and the Software. You do not acquire any ownership rights in the Software,
even Software we make available for download. Our failure to insist upon or enforce
your strict compliance with this Agreement will not constitute a waiver of any of
our rights.
20. CONFIDENTIAL INFORMATION.
Each of us agrees not to use the other's Confidential Information except in connection
with the performance or use of the Services, as applicable, the exercise of our
respective legal rights under the Agreement, or as may be required by law. Each
of us agrees not to disclose the other's Confidential Information to any third person
except as follows: To our respective service providers, agents, and representatives,
provided that such service providers, agents, or representatives agree to confidentiality
measures that are at least as stringent as those stated in these General Terms and
Conditions. To law enforcement or government agency if required by a subpoena or
other compulsory legal process, or if either of us believes, in good faith, that
the other's conduct may violate applicable criminal law as required by law; or In
response to a subpoena or other compulsory legal process, provided that each of
us agrees to give the other written notice of at least seven days prior to disclosing
Confidential Information under this subsection (or prompt notice in advance of disclosure,
if seven days advance notice is not reasonably feasible), unless the law forbids
such notice.
21. LIMITATION ON DAMAGES.
Our obligations to you are defined by this Agreement. We are not liable to you for
failing to provide the Services unless the failure results from a breach of this
Agreement, or results from our gross negligence or willful misconduct. Neither of
us (nor any of our employees, agents, affiliates or suppliers) is liable to the
other for any lost profits or any other indirect, special, incidental or consequential
loss or damages of any kind, or for any loss that could have been avoided by the
damaged party's use of reasonable diligence, even if the party responsible for the
damages has been advised or should be aware of the possibility of such damages.
In no event shall either of us be liable to the other for any punitive damages.
Notwithstanding anything in the Agreement to the contrary, except for liability
based on willful misconduct or fraudulent misrepresentation, and liability for death
or personal injury resulting from VNS's negligence, the maximum aggregate monetary
liability of VNS and any of its employees, agents, suppliers, or affiliates in connection
with the Services, the Agreement, and any act or omission related to the Services
or Agreement, under any theory of law (including breach of contract, tort, strict
liability, violation of law, and infringement) shall not exceed the amount of fees
you paid for the Services for the six months prior to the occurrence of the event
giving rise to the claim.
22. INDEMNIFICATION. If we, our affiliates, or any of our or their respective employees, agents, or suppliers ( "VNS") are faced with a legal claim by a third party arising out of your actual or alleged gross negligence, willful misconduct, violation of law, failure to meet the security obligations required by the Agreement, violation of the AUP, or violation of Section 10 (Export) of these Terms and Conditions, then you will pay the cost of defending the claim (including reasonable attorney fees) and any damages award, fine, or other amount that is imposed on VNS as a result of the claim. Your obligations under this subsection include claims arising out of the acts or omissions of your employees, any other person to whom you have given access to the Services, and any person who gains access to the Services as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you. If you resell the Services, the grounds for indemnification stated above also include any claim brought by your customers or end users arising out of your resale of the Services. We will choose legal counsel to defend the claim, provided that these decisions must be reasonable and must be promptly communicated to you. You must comply with our reasonable requests for assistance and cooperation in the defense of the claim. We may not settle the claim without your consent, although such consent may not be unreasonably withheld. You must pay expenses due under this Section as we incur them.
23. WHO MAY USE THE SERVICE.
You may resell the Services, but you are responsible for use of the Services by
any third party to the same extent as if you were using the Services yourself. VNS
will provide support only to you, not to any other person you authorize to use the
Services. There are no third party beneficiaries to the Agreement, meaning that
third parties do not have any rights against either of us under the Agreement.
24. CHANGES TO THE ACCEPTABLE USE POLICY.
We may change our Acceptable Use Policy, provided that any changes are reasonable
and consistent with applicable law and industry norms. Any such changes made during
the term of your Agreement will become effective when they are posted at http://vnscloud/aup.
25. NOTICES.
Your routine communications regarding the Services should be sent to the VNS Cloud
team using the communication form at http://support@vnsint.com If you want to give
us a notice regarding termination of the Agreement for breach, indemnification,
or other non-routine legal matter, you should send it by first-class United States
mail to:
VNS INTERNATIONAL
Attn: Legal
PO Box 9386
Tavernier, Fl 33070
VNS's routine communications regarding the Services and legal notices will be sent
to the individual(s) you designate as your contact(s) on your account either by
electronic mail, United States mail, or overnight courier, except that VNS may give
notice of an amendment to the AUP by posting the notice on the VNS website. Notices
are deemed received as of the time delivered, or if that time does not fall within
a Business Day, as defined below, as of the beginning of the first Business Day
following the time delivered, except that notices of AUP amendments are deemed delivered
as of the first time that you log on to your VNS Cloud control panel after the time
that the notice is posted. For purposes of counting days for notice periods, the
Business Day on which the notice is deemed received counts as the first day. Notices
must be given in the English language.
26. NO HIGH RISK USE.
You may not use the Services in any situation where failure or fault of the Services
could lead to death or serious bodily injury of any person, or physical or environmental
damage.
27. OWNERSHIP OF INTELLECTUAL PROPERTY
Each of us retains all right, title and interest in and to our respective trade
secrets, inventions, copyrights, and other intellectual property. All intellectual
property developed by VNS during the performance of the Services shall belong to
VNS This includes development of any features that are suggested by you and adopted
by VNS.
28. ASSIGNMENT/SUBCONTRACTORS
You may not assign the Agreement without VNS's prior written consent. We may assign
the Agreement in whole or in part as part of a corporate reorganization or a sale
of our business, and we may transfer your Confidential Information as part of any
such transaction. VNS may use third party service providers to perform all or any
part of the Services, but VNS remains responsible to you under this Agreement for
work performed by its third party service providers to the same extent as if VNS
performed the Services itself.
29. FORCE MAJEURE
Neither of us will be in violation of the Agreement if the failure to perform the
obligation is due to an event beyond our control, such as significant failure of
a part of the power grid, significant failure of the Internet, natural disaster,
war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism,
or other events of a magnitude or type for which precautions are not generally taken
in the industry.
30. GOVERNING LAW, LAWSUITS
The laws of the State of Florida, exclusive of any Florida choice of law principle
that would require the application of the law of a different jurisdiction, and the
laws of the United States of America, as applicable, govern the Agreement. The United
Nations Convention on the International Sale of Goods shall not govern the Agreement.
Exclusive venue for all disputes arising out of the Agreement shall be in the state
or federal courts in Broward County, Florida, and we each agree not to bring an
action in any other venue. You waive all objections to this venue and agree not
to dispute personal jurisdiction or venue in these courts. You agree that you will
not bring or participate in any class action lawsuit against VNS or any of its employees
or affiliates. Each of us agrees that we will not bring a claim under the Agreement
more than two years after the time that the claim accrued.
31. LEGAL DETAILS.
These Terms of Service have been incorporated in your account by reference in the
VNS App. Any amended Terms of Service will become effective when it is posted here.
VNS may accept or reject any Order you submit in its sole discretion. VNS's provisioning
of the Services described in an Order shall be VNS's acceptance of the Order. An
Order may be amended by an exchange of correspondence, including electronic mail
that includes the express consent of an authorized individual for each of us. Any
such correspondence that adds or modifies Services in connection with an account
established by an Order shall be deemed to be an amendment to that Order, notwithstanding
the fact that the correspondence does not expressly refer to the Order. If there
is a conflict between the terms of any of the documents that comprise the Agreement,
the documents will govern in the following order: Terms of Service, and the Acceptable
Use Policy. If any part of the Agreement is found unenforceable by a court or other
tribunal, the rest of the Agreement will nonetheless continue in effect, and we
agree that the tribunal may reform the unenforceable part if it is possible to do
so consistent with the material economic incentives of the parties resulting in
this Agreement. Each of us may enforce each of our respective rights under the Agreement
even if we have waived the right or failed to enforce the same or other rights in
the past. Our relationship is that of independent contractors and not business partners.
Neither of us is the agent for the other, nor neither of us has the right to bind
the other on any agreement with a third party. The captions in the Agreement are
for convenience only and are not part of the Agreement. The use of the word "including"
in the Agreement shall be read to mean "including without limitation." Sections
1, 4.2, 7.1, 10, 11, 12, 15, 17, 20, 21 and all other provisions that by their nature
are intended to survive expiration or termination of the Agreement shall survive
expiration or termination of the Agreement. Your use of the Services bind you to
the terms of this Agreement and all updates posted here.
32. CONTENT PRIVACY.
Your accounting data and other information sent to or received from the VNS Cloud
will include: (i) the content of the communication ("content"), and (ii) certain
information that is created by the systems and networks that are used to create
and transmit the content (the "content routing data"). The content includes things
like customer and vendor data, transaction data and receipt photos. The content
routing data includes information such as server hostnames, IP addresses, timestamps,
device identifiers, and device software versions, and is generally information that
would not exist but for the fact that the communication was made via the VNS App.
The content is your Confidential Information and is subject to the restrictions
on use and disclosure described in these Terms of Service. However, you agree that
we may view and use the content and content routing data for our general business
purposes, including maintaining and improving security, improving our services,
and developing products.
33. USAGE DATA AND FINANCIAL DATA.
We collect and store information related to your use of the Services, such as device
type and software version of the device, and information you store on the Service,
such as transactional accounting data. You agree that we may use this information
for our general business purposes and may disclose the information to third parties
in aggregate summary and statistical form, provided that we do not include any information
that could be used to identify you or your company's specific financial information.
Published and Effective as of May 9, 2011.