Terms Of Service Agreement

Welcome to VECKTA.

VECKTA is a patented, cloud-based market platform and software service which provides techno-economic analysis, planning, deployment, management and transactive solutions for the assessment, design and implementation of Microgrids, Mini-grids, and Distributed Energy System (DES) projects.

The terms and conditions herein provide VECKTA Terms of Use (“Terms”). Acceptance of these Terms will legally bind the Parties in a contract, so please read it carefully.

In addition to the conventional method of indicating your acceptance of the document by signing a printed version, you may also do so (i) by clicking on the “I Accept” button or similar indicators (ii) using a digital signature (iii) such manner as we may prescribe at our website.

Upon acceptance of any physical document or electronic terms, VECKTA will create an account and assign an account number. This account number identifies you as a Client in our system and in all communications.

VECKTA provides a digital commerce platform for the clients (“Client”/” Customer”/” You”). By registering on VECKTA, the Client can access and use the software, interact with Other Users of the Software (as available on veckta.com, the Site) and engage VECKTA to perform related Consulting Services (“Services”).

VECKTA has no control over the quality, safety or availability of assets offered for sale, nor do we control whether a buyer will complete a transaction. As such, we cannot guarantee the accuracy of the listings, the credit- worthiness of the buyer, or any other aspect of the transaction. You and Other Users enter transactions at their own risk, and as explained more fully below, we disclaim all liability to the fullest extent allowed by law.

By using, accessing or browsing the VECKTA platform and products (including applications, mobile, software, websites or other properties owned or operated by VECKTA) or by registering for a VECKTA account you are agreeing to be bound by the Terms provided by VECKTA Inc. (“VECKTA” or “we”).

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to VECKTA that you have the authority to bind that organization to the Terms (in which event, “you”, “client”, and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services.

If you do not agree to every provision of these Terms, you may not, and we do not authorize you to, access or use the Site, the Services, or any features provided on the Site or as part of the Services.

By accessing or using the Site, you represent and warrant that you have not been previously suspended or removed from the Site or engaged in any activity that could result in suspension or removal from the Site.

These Terms may be revised at any time for any reason, and VECKTA will not be responsible for providing you with notice of these change. The Customer should keep itself updated through the Site. We strongly recommend that you periodically visit this page of the Site to review these Terms. If you do not agree to the revised Terms, you may not access or use the Site.

1 Definitions and interpretation

1.1 Definitions

The meanings of the terms used in this Agreement are set out below.

Acceptable Use Policy’ means the policy set out in Schedule 1, as it may be updated from time to time.

Account Information’ means information about the Client provided to VECKTA in connection with the creation or administration of the Client Account. For example, Account Information includes End Usernames, usernames, phone numbers, email addresses, profile photos and billing information associated with the Client account.

Affiliate’ means, in respect of a company or other business entity, any company or other business entity Controlled by, Controlling, or under the common Control of that company or other business entity.

Agreement’ means this document, including the Schedules and any annexures and any Policies set out of referred to in this document.

Client Account’ has the meaning given to that term in clause 4.2(a).

Client Content’ means Content that the Client or any End User transfers to VECKTA for processing, storage or hosting in connection with the Services and any computational results that the Client or any End User derive from the foregoing through their use of the Services. Client Content does not include Account Information.

Code of Conduct” means the “Code of Conduct” published by VECKTA from time to time.

Commencement Date’ means the date which is the earlier of (a) your initial access to Services through any registration or order process, or (b) the effective date of the first order referencing this Agreement.

“Confidential Information” means the business, technical and financial information belonging to a disclosing party and its licensors, including without limitation, all software, source code, inventions, algorithms, know-how, ideas, information, designs, data, specifications, drawings, reports, accounts or other documents and the terms and conditions of this Agreement, that is designated in writing as confidential, or that would be reasonably understood from notices or legends, the nature of such information itself or the circumstances of such information’s disclosure to be confidential by a reasonable person familiar with the applicable industry. Confidential Information does not include information that (i) is previously rightfully known to the receiving party without restriction on disclosure, (ii) is or becomes known to the general public, through no act or omission on the part of the receiving party, (iii) is disclosed to the receiving party by a third party without breach of any separate nondisclosure obligation, or (iv) is independently developed by the receiving party without use of any Confidential Information of the disclosing party.

Consultancy Services’ means the consultancy services opted by the Customer.

Content’ means software (including machine images), data, text, audio, video, or images.

Control’ means the direct or indirect power to direct or cause the direction of the management and policies of a company or other business entity, whether through ownership of fifty percent (50%) or more of the voting interest, by contract, or otherwise (and Controlled and Controlling are to be construed accordingly).

Documentation’ means any administration guides, user guides, videos, and release notes that are normally provided by VECKTA to end users of the Services, as they may be updated from time to time by VECKTA in its sole discretion.

End User’ means such persons that the Client has authorized to access or use the Client Content or otherwise access or uses the Services under the Client Account.

Fees’ means the amounts to be paid by the Client to VECKTA for the Services as agreed between the Client and VECKTA.

Force Majeure’ means any event, occurrence or circumstance that is not within the control of a Party and which, by the exercise of reasonable care, that Party is not able to prevent, overcome or provide against.

Intellectual Property’ means all intellectual and industrial property rights including:

  1. patents, trademarks, service marks, rights in designs, trade names, copyrights and topography rights, in each case whether registered or not, and any applications for registration of any of them;
  2. rights of confidential information, trade secrets, inventions and processes;
  3. rights under licenses and consents in relation to any of them;
  4. other forms of protection of a similar nature or having equivalent or similar effect to any of them which may subsist anywhere in the world; and
  5. moral rights arising in connection with any of the rights described in paragraphs 1 to 4 (inclusive).

Minimum Term means the minimum term (if any) agreed between the Client and VECKTA for the provision of the Services. If no minimum term is set out, then the Minimum Term is 12 months.

Other Users’ means other users of the Services who are not the Client or VECKTA.

Party’ or ‘Parties’ means each of the Client and VECKTA.

Policies’ means the Acceptable Use Policy, the Privacy Policy, the restrictions (if any) described in the VECKTA Content and any other policy or terms referenced or incorporated into this Agreement from time to time.

Privacy Policy’ means the privacy policy currently referenced at https://www.veckta.com/privacy-policy/ as may be updated by VECKTA from time to time.

Reimbursable Expenses means the expenses (if any) to be reimbursed as agreed by the parties in writing from time to time.

VECKTA Content’ means Content that VECKTA makes available to the Client in connection with the Services, including the Documentation and other related materials. VECKTA Content does not include the Services.

VECKTA Site’ means https://www.veckta.com, and any successor or related site designated by VECKTA.

Scope of Use’ means the specific scope of usage of the Services permitted under this Agreement.

Seats’ means the number of named individuals permitted to concurrently access and use the Services during the Term. Each such individual must be an employee of Customer or its Affiliate, or a consultant utilizing the Services solely for the benefit of Customer or its Affiliate

Sensitive Data’ means any personally identifiable information relating to health/genetic or biometric information; religious beliefs or affiliations; political opinions or political party membership; labor or trade union membership; sexual preferences or practices; national, racial or ethnic origin; philosophical or moral beliefs; criminal record, investigations or proceedings or administrative proceedings; or any other “sensitive data” category specifically identified under any applicable laws.

Services’ means the Software as a Service and/or Consultancy services if selected by the Customer, and set out or referred to in Item 5 of the Terms.

Software as a Service’ means the online delivery and licensing of the software made available through the VECKTA Site.

Standard Personal Information” means name, business contact details (work telephone number, cell phone number, e-mail address and office address and location), personal contact details (home telephone number, cell phone number, other telephone, e-mail address and physical address), geolocation, photo, employee ID, or any other personal information provided by the Client in connection with the use of the Services, but does not include Sensitive Data.

Subcontractor means any third-party contractor (including the third-party contractor’s Affiliates and their respective subcontractors) who is engaged by VECKTA to assist in delivering the Services, including to host or store the Client Content.

Term means the period specified in clause 2.1.

Terms of Use’ means the Terms mentioned herein., as may be updated from time to time.

Third Party Content means Content (if any) made available to the Client by a third party in conjunction with or as a part of the Services. For the avoidance of doubt, this may include Content provided by Other Users.

Third Party Terms’ means the third- party terms (if any) which the Client may agree to when engaging third parties while utilizing the Services.

1.2 Interpretation

In this Agreement, unless the context requires otherwise:

(a) headings are for convenience only and do not affect the interpretation of this Agreement;

(b) singular includes plural and plural includes singular;

(c) words of one gender include any gender;

(d) reference to a person or a Party includes a corporation, joint venture, association, government body, firm or any other entity;

(e) reference to a Party includes that Party’s personal representatives, successors and permitted assigns;

(f) reference to two or more persons means each of them individually and any two or more of them jointly;

(g) if a Party comprises two or more persons:

  1. reference to a Party means each of the persons individually and any two or more of them jointly;
  2. a promise by that Party binds each of them individually and all of them jointly;
  3. a right given to that Party is given to each of them jointly; and
  4. a representation, warranty or undertaking by that Party is made by each of them individually;

(h) the use of the word “include” or its derivative forms shall not imply any limitation;

(i) a provision must not be construed against a Party only because that Party prepared it; and

(j) a reference to an agreement, policy procedure, code, legislation or regulation is a reference to any one of those instruments as amended from time to time.

Terms of Use:

2 Registration:

In order to access and use the Site, You will need to register for an account.

3 VECKTA Obligations

3.1 Services

Subject to payment of the Fees by the Client, in accordance with the Terms herein, VECKTA:

(a) Shall grant to Client a non-exclusive, non-sublicensable, non-transferable limited license during the Term to access the Services using VECKTA platform located at https://www.veckta.com or any other website specified by VECKTA and use the Services on a hosted basis solely within the Scope of Use.

(b) Use of the Services shall at all times be (i) in accordance with the Documentation and (ii) for only up to the number of licensed Seats; and

(c) use reasonable endeavors to maximize the availability of the Services (other than during periods of planned or emergency maintenance or downtime, internet service interruption, Force Majeure or other events outside the control of VECKTA).

3.2 Consultancy Services

(a) The Client may engage VECKTA to provide certain professional services as requested (“Consultancy Services”). The terms under Schedule 2 will be applicable in such event.

3.3 Information and documents provided by the Client

(a) The Client must, within a time that does not delay VECKTA in providing the Services, obtain all necessary licenses and make available to VECKTA all the information, documents and other details, access and permissions required for VECKTA to provide the Services, including any Account Information (Client Information) and must ensure the accuracy, completeness and correctness of the Client Information. For the avoidance of doubt, VECKTA will not be required to check the Client Information for accuracy, completeness or correctness and may rely on the Client Information as if it were accurate, complete and correct.

(b) Client is responsible for updating all Client Content; VECKTA does not monitor or automatically replicate your updates in other locations or pull data from other systems.

4 Use of the Services

4.1 Generally

(a) The Client must (and must procure that all End Users) access and use the Services in accordance with the Terms of Use, all applicable laws, rules, and regulations, including the Acceptable Use Policy and any other Policies.

4.2 Client Account

(a) To access the Software as a Service, the Client is required to create a client account in accordance with the procedures notified by VECKTA from time-to-time, including acceptance of the Terms of Use (‘Client Account’).

(b) The Client agrees that the access rights of any End User to a Client Account (for example on a named or password enabled basis) cannot be shared or used by more than one individual, unless the right is reassigned in its entirety to another individual authorized user in which case the first user shall no longer have any right to access the Software as a Service.

(c) The Client must (and must procure that each End User):

  1. ensure that any passwords associated with the Client Account are securely stored, handled in accordance with clause 7.2(b) and not disclosed, other than as permitted under the Terms; and
  2. immediately notify VECKTA in writing if it suspects, or there has been, an unauthorized use of the Client Account or if the Account Information is lost or stolen and follow the process set out in clause 7.3(d)

(d) Notwithstanding any other Terms the Client acknowledges and agrees that it is responsible for all activities that occur under its Client Account, regardless of whether the activities are undertaken by the Client, End Users, employees or a third party (including the Client’s contractors or agents) and, except to the extent caused by VECKTA’ breach of this Terms, VECKTA is not responsible for unauthorized access to the Client Account.

(e) The Client shall indemnify VECKTA for any such unauthorized use or, or access to, the Services by any person.

(f) The Client acknowledges that VECKTA retains the sole right and discretion to accept or reject the Clients’ registration for or use of the Services, and that the Services are for business use only (no consumers are to access the Services).

5 Changes

5.1 Changes to the Software as a Service

(a) The Client acknowledges and agrees that VECKTA may change or discontinue any of the Service (including the Service as a whole) or change or remove features or functionality of the Service from time to time.

(b) VECKTA may upgrade, modify or delete any features of the Services (i) for which such upgrades, modifications or deletions would not have a material adverse impact on the Services; or (ii) as may be reasonably necessary to meet any applicable legal, regulatory, or industry-standard requirements or demands.

(c) VECKTA will notify the Client of any material change to or discontinuation of the Service.

(d) If the Client does not wish to continue to use and access the Services after being notified of any material changes, the Client may withdraw the registration.

6 Security and Data Privacy

6.1 Security

Without limiting clauses 12 or 13 or the Client’s obligations under clause 7.2, VECKTA will maintain reasonable physical, technical and security measures with respect to the security of the Client Content intended to assist in protecting Client Content against accidental, unauthorized or unlawful access, disclosure, alteration, loss, or destruction.

You will use reasonable efforts to prevent any unauthorized access to or use of Services and the Documentation, and will promptly notify VECKTA in writing of any unauthorized access or use of which you become aware and provide all reasonable cooperation to prevent and terminate such access or use.

6.2 Data Privacy

(a) The Client acknowledges and agrees that, VECKTA may use Subcontractors to store and host the Client Content, Account Information, Standard Personal Information, Sensitive Data and any other personal data provided, disclosed, transferred, stored, uploaded, used or input by the Client, and the Client acknowledges and consents to such Client data being disclosed or transferred to VECKTA’s Subcontractors and transferred to, and stored and hosted in, any of the countries in which a relevant Subcontractor maintains facilities for hosting or storing or otherwise processing the Client data from time-to-time.

(b) The Client acknowledges and agrees that VECKTA may process Client data and may use Subcontractors, who may be located in jurisdictions different to yours, to process your data.

(c) Unless otherwise set out in the Terms or as necessary to comply with the law or a binding order of a governmental body, VECKTA and VECKTA’s Subcontractors will not:

  1. access or use the Client Content except as is reasonably necessary to maintain or provide the Services; or
  2. disclose the Client Content to any government or third party.

VECKTA will only use, handle and disclose the Account Information and Standard Personal Information in accordance with our Privacy Policy, and the Client consents to such use, handling and disclosure. The Privacy Policy does not apply to the Client Content, which is not intended to, and shall not, include any personal information. Without limiting Client’s obligations under this Clause 6, to the extent VECKTA processes personal data received as part of Account Information and Standard Personal Information, VECKTA will comply with privacy law applicable to VECKTA.

(d) VECKTA shall, on Client’s reasonably prior written request and to extent permitted by law, make all reasonable efforts to delete Client’s data.

6.3 No Obligations

(a) The Client acknowledges and agrees that VECKTA does not control Client’s data, its content, it’s input through the use of the Services [and, except certain categories of data relating to Standard Personal Information or Account Information, which Client Content or other personal data is sent and to whom such data is sent. VECKTA has no obligation to monitor the content of any data used or input by the Client and Client shall solely be responsible for any personal information, except Account Information, provided, disclosed, transferred, stored, uploaded, used or input by Client as part of Client Content or otherwise. Client agrees to comply with all applicable privacy laws and obligations of data protection under such laws.

(b) Client shall be responsible for procuring any necessary consents and making any notifications under applicable law with respect to the provision of the data to VECKTA and the processing of such data by VECKTA through the Services, and shall not cause VECKTA to be in breach of any applicable laws, including but not limited to, applicable privacy and data protection laws.

(c) Client acknowledges and agrees that

  1. VECKTA’s Services is not intended to transmit Sensitive Data, or health-related or financial-related information (including nonpublic information collected by financial institutions subject to regulations specific to the conduct of financial services) or any other personal information except Account Information and Standard Personal Information, and Client shall not input, use or transmit any Sensitive Data or such other personal information into the Services, and
  2. that Client is solely responsible for complying with all applicable privacy laws governing Client’s use, transmission and input of Standard Personal Information or any other personal information into the Services.

(d) Client acknowledges and agrees that VECKTA may gather and use data to track usage, address security, prevent fraud and meet data integrity requirements, respond to requests of government authorities, perform aggregated and anonymous analytics, and otherwise to perform services for the purpose of optimizing the Services.

7 Client Responsibilities

7.1 Client Content

(a) The Client acknowledges and agrees that the development, content, operation, maintenance, and use of the Client Content is the sole responsibility of the Client, including, without limitation:

  1. the technical operation of the Client Content;
  2. compliance of the Client Content with the Acceptable Use Policy, the other Policies, and all applicable laws;
  3. any claims relating to the Client Content;
  4. obtaining all necessary licenses, permissions and consents in respect of the Client Content; and
  5. properly handling and processing notices sent to the Client (or any of its Affiliates) by any person claiming that the Client Content violate such person’s rights, including notices pursuant to any copyright or other Intellectual Property laws.

7.2 Other Security and Backup

The Client acknowledges and agrees that:

(a) except to the extent expressly stated otherwise in Item 5 of the Terms, Client is responsible for properly configuring and using the Services and taking its own steps to maintain appropriate security, protection and backup of the Client Content, which may include the use of encryption technology to protect the Client Content from unauthorized access and routine archiving of the Client Content; and

(b) any Client Account credentials and private keys generated by the Services or otherwise provided by VECKTA are for the Client’s personal and internal use only and it must not (and must procure that End Users do not) sell, transfer or sublicense them to any other entity or person.

7.3 Accuracy

You are responsible for confirming the accuracy of any data You send to or receive from the Services.

7.4 End User Violations

The Client acknowledges and agrees that:

(a) it will be deemed to have taken any action that it permits, assists or facilitates any person or entity to take in relation to the Terms agreed herein, the Client Content or use of the Services;

(b) it is responsible for End Users’ use of the Client Content and the Service;

(c) it will procure that all End Users comply with the obligations under the Terms that the terms of the End User license agreement (if any) with each End User are consistent with this Agreement; and

(d) if it becomes aware of any violation of its obligations under this Agreement by an End User, it will immediately inform VECKTA and terminate such End User’s access to the Client Content and the Services.

7.5 End User Support

Unless expressly agreed in writing otherwise, the Client is responsible for providing customer service (if any) to End Users and VECKTA is not obligated to provide any support, training or other services to End Users.

7.6 Applicable Policies

The Client must at all times comply with any relevant VECKTA policy or procedure communicated to it including, without limitation, any policies in relation to Code of Conduct. which may be updated from time to time.

8 Temporary Suspension

8.1 Generally

(a) VECKTA may suspend the Client or any End User’s right to access or use any portion or all the Services immediately upon notice to the Client if we determine:

  1. the Client or an End User’s use of or registration for the Service (i) poses a security risk to the Service or any third party; (ii) may adversely impact the Service or the systems or Content of any other VECKTA customer; (iii) may subject us or any third party to liability; or (iv) may be fraudulent;
  2. the Client or any End User is, in breach of the Terms, including if the Client is overdue on any payment obligations for more than 15 days, provided we have provided 15 days prior written notice of such overdue payment; or
  3. the Client has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

8.2 Effect of Suspension

(a) If VECKTA suspends the Client’s right to access or use any portion or all the Services, the Client will remain responsible for all Fees; and

(b) Nothing herein shall affect the right to terminate pursuant to clause 9.

9 Term and Termination

9.1 Term

The Term of this Agreement will commence on the date of Registration and will remain in effect until terminated in accordance with clause 9.2.

9.2 Termination

(a) Termination for Convenience

  1. Subject to the payment of all outstanding Fees, the Client may terminate this Agreement for any reason after the Minimum Term by: (i) providing VECKTA 30 days’ notice in writing; (ii) closing the Client Account for all Services for which we provide an account closing mechanism.
  2. VECKTA may terminate this Agreement for any reason, by providing you 30 days’ advance notice in writing.

(b) Termination for Cause

  1. Either party may terminate this Agreement for cause upon 30 days advance notice in writing to the other party if there is a breach of this Agreement by the other party, unless the defaulting party has cured the breach within the 30-day notice period.
  2. VECKTA may also terminate this Agreement immediately upon notice to the Client: (i) for cause, if any act or omission by the Client or any End User results in a suspension described in clause 8; (ii) if our relationship with a Subcontractor who provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services; (iii) if VECKTA believe providing the Services could create a substantial economic or technical burden or material security risk for VECKTA, (iv) in order to comply with the law or requests of governmental entities; or (v) if we determine use of the Services by you or any End Users or our provision of any of the Services to you or any End Users has become impractical or unfeasible for any legal or regulatory reason.

9.3 Effect of Termination

(a) Upon any termination of this Agreement:

  1. all Your rights under the Terms immediately terminate;
  2. the Client must promptly discontinue all use of the Services;
  3. the Client remains responsible for all Fees (including any Early Termination Fees) and charges it has incurred up to and including the date of termination, including Fees and charges for Services provided, up to and including the date of termination, including Reimbursable Expenses and any reasonable and unavoidable costs incurred by VECKTA as a direct result of the termination, including but not limited to any amounts VECKTA is committed to pay any third party; and
  4. the Client will immediately return or, if instructed by VECKTA, destroy all VECKTA Content in its possession.

(b) Termination of this Agreement for whatever reason does not affect the ability of either Party to enforce a right that may have accrued to it under this Agreement prior to the date of termination.

9.4 Post-Termination Assistance

If requested by the Client in writing within 30 days of the date of termination of this Agreement, VECKTA will provide the Client with a copy of Client Content. The Client acknowledges and agrees that VECKTA is not required to keep a copy of any Client Content following expiry of such 30-day period except one copy for legal and archival purposes. Any additional post-termination assistance from VECKTA is not covered by the Fees and is subject to mutual agreement between the Parties, including as to costs.

10 Intellectual Property Rights

10.1 Client Content

(a) As between the Client and VECKTA, the Client own all right, title, and interest in and to the Client Content. Except as provided in this clause 10, we obtain no rights under these Terms from you or to the Client Content, including any related Intellectual Property rights.

(b) The Client grants to VECKTA a non-exclusive, sub-licensable, royalty free license to use the Client Content to provide the Services to the Client, any End Users, and Other Users in accordance with these Terms.

(c) In addition, the Client grants to VECKTA a non-exclusive, sub-licensable, royalty free license to use, copy, modify, display and distribute any anonymous information derived from Client Content, including to improve our offering and potentially offer new services.

10.2 Adequate Rights

(a) You represent, warrant and undertake to us that:

  1. you own all right, title, and interest in and to the Client Content and Your Submissions;
  2. you have all rights in Client Content necessary to grant the rights contemplated by these Terms; and
  3. none of the Client Content or End Users’ use of the Client Content, or the Services will violate the Acceptable Use Policy.

10.3 VECKTA Intellectual Property Rights

(a) As between you and us, we or our licensors own and reserve all right, title, and interest in and to the Services and VECKTA Content. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following during the Term:

  1. access and use the Services and Documentation solely in accordance with the Terms.; and
  2. copy and use the VECKTA Content solely in connection with your permitted use of the Services.

(b) Except as provided in this Section 10.3, the Client obtains no rights under these Terms from VECKTA or our licensors to the Services or the VECKTA Content including any modifications, enhancements or customizations of the Services or the VECKTA Content made for the Client, including any related Intellectual Property rights.

(c) The Client must absolutely assign and transfer (and will procure that its End Users and personnel assign and transfer) to VECKTA with full title guarantee all existing and future Intellectual Property Rights throughout the entire world in any modifications, enhancements or customizations of the Services or the VECKTA Content made for the Client, including any related Intellectual Property rights.

(d) Unless otherwise expressly agreed in writing by the parties, VECKTA will own all intellectual property rights in and to any developments, works-of-authorship and inventions made or invented by VECKTA or its Affiliates (or its or their contractors) in the course of conducting the Consultancy Services.

(e) The Client hereby grants to VECKTA a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the Services.

10.4 License Restrictions

(a) The Client must not (and must procure that each End User does not) use the Service or VECKTA Content in any manner or for any purpose other than as expressly permitted by these Terms.

(b) The Client must not (and must procure that each End User does not) attempt to:

  1. modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services;
  2. reverse engineer, disassemble, or decompile any of the Services or apply any other process or procedure to derive the source code of any software included in the Services (in each case except to the extent these things cannot be prohibited under applicable law);
  3. access or use the Services in a way intended to avoid incurring Fees or exceeding usage limits or quotas; or
  4. resell or sublicense the Service.

(c) All licenses granted to under the Terms of Use are conditional on your continued compliance with the Terms and will immediately and automatically terminate if you do not comply.

(d) During and after the Term, the Client must not assert, nor will it authorize, assist, or encourage any third party to assert, against us or any of our customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service it has used.

11 Indemnification

11.1 Client Indemnification

The Client will defend, indemnify, and hold harmless VECKTA, its licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including legal fees on a solicitor-client basis) whether ordinary, special or consequential arising out of or relating to any third- party claim concerning:

(a) the Client or any End Users’ use of the Service (including any activities under your Client Account and use by your employees and personnel);

(b) violation of the Acceptable Use Policy or applicable law by the Client or any End User;

(c) use of Client Content by VECKTA in connection with its performance of the Services;

(d) any breach of clause 6, Security and Data Privacy by you;

(e) any gross negligence or willful misconduct by you;

(f) the Client Content or the combination of the Client Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party intellectual property or other rights by the Client Content or by the use, development, design, production, advertising or marketing of the Client Content; and

(g) a dispute between the Client and any End User.

(h) Any breach of the warranties and the obligations mentioned herein under the Terms.

If we are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, the Client must indemnify us for reasonable legal fees and costs, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates.

12 Disclaimers

12.1 No Guarantee

The Services, Site and the content are provided “as is”. We and our Licensors make no representations, warranties or guarantees of any kind, whether express, implied, statutory or otherwise regarding the site; the content; user content; or security associated with the transmission of information to the Site; Services or the Third Party Content, including any warranty that the Service offerings or Third Party Content will be uninterrupted, error free or free of harmful components, or that any content, including the Client Content or the Third Party Content, will be secure or not otherwise lost or damaged.

12.2 No Warranties

Except to the extent prohibited by law, We and our Licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, system integration and freedom from computer virus, and any warranties arising out of any course of dealing or usage of trade.

VECKTA does not represent or warrant that the Site will be error-free or uninterrupted; that defects will be corrected; or that the site or the server that makes the Site available is free from any harmful components, including, without limitation, viruses. VECKTA does not make any representations or warranties that the information (including any instructions) on the Site is accurate, complete, or useful. You acknowledge that Your use of the Site is at Your sole risk. VECKTA does not warrant that Your use of the site is lawful in any particular jurisdiction, and VECKTA specifically disclaims such warranties. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to you to the extent such jurisdiction’s law is applicable to you and these terms.

By accessing or using the Site You represent and warrant that Your activities are lawful in every jurisdiction where You access or use the Site.

13 Limitation of Liability

13.1 No Consequential or Indirect Damages

We and our Licensors will not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, or for any damages for loss of profits, goodwill, use, or data, including any losses arising out of or in any way related to the access to or use of the Site (including, but not limited to, user content, and links to third party sites), or the order, receipt or use of any product or service, or otherwise related to these terms (including, but not limited to, any damages caused by or resulting from reliance on any information obtained from VECKTA, or from events beyond VECKTA’s reasonable control, such as Site interruptions, deletions of files or emails, errors or omissions, defects, bugs, viruses, trojan horses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to VECKTA records, programs or systems), regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed) or any other legal or equitable theory (even if a Party has been advised of the possibility of such damages).

13.2 Exclusion of Liability

Neither We nor any of our Licensors will be responsible for any compensation, reimbursement, loss or damages arising in connection with:

(a) Your inability to use the services, including as a result of any:

  1. Termination or suspension of these terms or your use of or access to the Service offerings;
  2. Our discontinuation of any or all of the Service offerings; or
  3. Any unanticipated or unscheduled downtime of all or a portion of the Services for any reason, including as a result of power outages, system failures or other interruptions;

(b) The cost of procurement of substitute goods or services;

(c) Any investments, expenditures, or commitments by You in connection with these Terms or your use of or access to the Services; or

(d) Any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of Your content or other data.

13.3 Limitation of Liability

Except with respect to obligations under section 11 (indemnification), neither VECKTA nor Client shall be liable with respect to any subject matter of these terms, under any contract, negligence, strict liability or other legal or equitable theory for (i) any amounts in excess, in the aggregate, of the Fees received by VECKTA in respect of the services under these terms during the twelve (12) month period immediately preceding the date first notice is provided by either party referencing the relevant claim hereunder; (ii) any indirect, incidental, exemplary, special, reliance or consequential damages, including, but not limited to, loss of profits; (iii) cost of procurement of substitute goods, technology or services; (iv) loss, inaccuracy, or corruption of data or interruption of use; or (v) any matter beyond its reasonable control. The foregoing limitation shall not apply to any damages or losses arising out of (i) gross negligence or willful misconduct; (ii) breach of section 10 of the terms of service; or (ii) obligations under section 11 of the terms herein.

14 Statutory Rights

Nothing in these Terms, including clauses, 11 (Indemnification), 12 (Disclaimer) and 13 (Limitation of Liability) is intended to exclude, restrict or modify the application of any consumer statutory rights to the extent such exclusion, restriction or modification is not permitted by the relevant consumer statutory laws.

15 Modifications of the Terms

We reserve the right to modify the Terms of Use. We will post the most current version of these Terms of Use at www.veckta.com (the “Site”). If you do not accept the changes, VECKTA reserves the right to terminate your subscription and delete your account.

16 Fees and Payment

16.1 Entitlement to Fees

In consideration of the provision of the Services by VECKTA, the Client must pay VECKTA the Fees in accordance with the detailed fee annexure to be provided by VECKTA pursuant to these Terms, and all Reimbursable Expenses (if any).

Except as otherwise specified herein or in an Order Form, (i) any fees for access to the Services (or part thereof) are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

VECKTA may, at its sole discretion, refund pre-paid fees or reduce fees.

16.2 Fees and Payment

(a) Fees

VECKTA may, from time-to-time, submit tax invoices in respect of:

  1. the Fees for the Services;
  2. any Reimbursable Expenses incurred; and
  3. any other amounts for which the Client is liable under these Terms which are incurred by VECKTA.

All billing and payment will be in United States dollars only.

(b) Client to pay VECKTA

The Client agrees to pay all invoices submitted in accordance with clause 16.2(a) within 5 days of the date of the relevant invoice, unless agreed otherwise in writing.

(c) Set Off and Withholding

All amounts payable under the Terms are non-refundable and will be made without setoff or counterclaim, and without any deduction or withholding.

(d) Updated Fees and charges

Fees and charges for any new service or new feature of a service related to the Software as a Service will be effective when we post updated Fees and charges on the VECKTA Site unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services by giving you at least 30 days’ advance notice. We may charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.

(e) Taxes

All payments hereunder are exclusive of all taxes, and Client agrees to pay any taxes, whether foreign, federal, state, local or municipal that may be imposed upon or with respect to the services performed or technology provided hereunder, exclusive of taxes on VECKTA’s net income.

(f) Disputed amount

If the Client genuinely disputes any part of the invoice submitted by VECKTA, the Client must pay the undisputed balance in full, and the amount in dispute must be resolved by the Parties in good faith. In the event that any part of a disputed amount is subsequently agreed or determined to be due to VECKTA, then the Client must pay the disputed amount withheld together with any accrued interest in accordance with clause 16.2(a).

16.3 Subscriptions

Should your use of the Services include an election to follow a subscription plan, you may elect one of the following subscription plans and billing options (please note that there might be only one of these options available depending on the Services purchased, and that in certain circumstances the Services may not include a subscription plan):

(a) A monthly subscription plan (“Monthly Subscription Plan”). The subscription period for the Monthly Subscription Plan will be for one month and will automatically renew unless you cancel your Monthly Subscription Plan at least five business days prior to the renewal date. You will be billed on or about the same day each month until such time that you cancel.

(b) An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel at least five business days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel, reduce the number of Seats, or downgrade the Services you have selected until the anniversary date.

If you select the Monthly Subscription Plan, you can switch to the Annual Subscription Plan at any time. If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan.

17 Confidential Information

17.1 Confidential Information

Each Party must:

(a) keep secret and confidential; and

(b) not disclose to a third party without the other Party’s prior written consent (which will not be withheld if the disclosure is otherwise required by law),

all Confidential Information:

Each Party shall similarly bind its employees, consultants, independent contractors and clients in writing for the Confidential Information:

(c) supplied or made available by one Party to the other in relation to the Services or the Terms.; or

(d) brought into existence by one Party in performing or for the purpose of performing the Services.

17.2 Maintaining confidentiality

Each Party must take or cause to be taken all reasonable precautions necessary to maintain secrecy and confidentiality and prevent disclosure of the Confidential Information of the other Party, provided that either Party may disclose the Confidential Information of the other in order to comply with law, the orders of any Court of competent jurisdiction, or the mandatory requirements of any recognized securities or stock exchange.

(a) Subject to clause 17.3(b), neither Party may advertise, publish or release to the public:

  1. any Confidential Information of the other Party; or
  2. any Confidential Information concerning these Terms, the Services, or the project, without the other Party’s prior written consent.

(b) During the term, VECKTA may use Client’s name and logo on the VECKTA web site and in VECKTA’s business development or marketing materials relating to the Services. The Client acknowledges that clause 17.3(a) does not apply to any business development or marketing materials produced or released by VECKTA referring to the Client or the Services.

17.3 Retention and survival

(a) Notwithstanding any other provision of these Terms, each Party may retain a copy of any and all documents, materials or things furnished to it under these Terms (including any Confidential Information) on a confidential basis for its records, internal auditing purposes or in order to satisfy its obligations under any applicable laws

(b) The Parties acknowledge and agree that the obligations of confidentiality set out in this clause 17 survive:

  1. termination or expiry of the Terms of Use, for a period of 5 years; and
  2. in respect of any information retained under clause 17.4(a), for so long as such information is so retained.

18 Force Majeure

(a) Neither Party is responsible for any failure to perform its obligations under these Terms if it is prevented or delayed in performing those obligations by an event of Force Majeure. For the avoidance of doubt, an event of Force Majeure does not relieve a Party from liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which was due and payable prior to the occurrence of that event.

(b) If an event of Force Majeure occurs, then, as soon as reasonably practicable, each Party agrees to give the other Party written notice of reasonably full particulars of the event, occurrence or circumstances of Force Majeure, as well as the steps taken to minimize its effects, and use all reasonable diligence and employ all reasonable means to remedy, abate or mitigate the effects of Force Majeure as expeditiously as possible.

19 Assignment and Subcontracting

(a) A Party must not assign, novate or otherwise deal with its rights or obligations arising under or in connection with these Terms be (whether in whole or in part), without the prior written consent of the other Party.

(b) VECKTA may assign, novate, transfer, or otherwise dispose of any or all of its rights and/or obligations under these Terms to an Affiliate or a third party that has acquired a significant part of its business, assets or undertaking without the prior consent of the Supplier and, in the case of a novation, VECKTA, the Supplier and the relevant third party will each execute a novation agreement in a form reasonably prescribed by VECKTA.

(c) The Client acknowledges and agrees that VECKTA may:

  1. subcontract any part of the Services to a third party without the consent of the Client; and
  2. appoint any officer or employee of any Affiliate of VECKTA to perform any part or all of the Services.

(d) For the avoidance of doubt, VECKTA will not be relieved from any liability or obligation under these Terms by virtue of a subcontract arrangement.

20 General

(a) The Terms herein shall supersede all previous agreements in respect of its subject matter and embodies the entire agreement between the Parties in respect of its subject matter. For clarity, any prior confidentiality agreements between the parties, if any, shall continue to apply in accordance with their terms with respect to information disclosed under such agreements.

(b) VECKTA and Client each acknowledge and agree that the relationship established by these Terms is that of independent contractors, and nothing contained in these Terms shall be construed to: (i) give either party the power to direct or control the day-to-day activities of the other; (ii) deem the parties to be acting as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking; or (iii) permit either party or any of either party’s officers, directors, employees, agents or representatives to create or assume any obligation on behalf of or for the account of the other party for any purpose whatsoever.

(c) A notice or other communication under the Terms may be sent by any method prescribed by the VECKTA Site or by sending a message to designated email address. At Notice is deemed to be effective from the date it is received by the party us (unless an answerback code or error message is received by the sender which indicates the email transmission has not been successful).

(d) This Agreement shall be interpreted according to the laws of California without regard to or application of choice-of-law rules or principles.

(e) The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in San Diego, CA and the parties hereby consent to the personal jurisdiction and venue therein

(f) Each Party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

(g) Clauses and any other obligations which are expressed to or, by their nature, survive expiry or termination of these Terms and are enforceable at any time at law or in equity.

(h) The Term herein does not create any third- party beneficiary rights in any individual or entity that is not a party.

(i) In connection with these Terms, each party will comply 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. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the countries in which any of the foregoing occur, and you agree to obtain all necessary licenses to export, re-export, or import the Services and related technical data.

(j) Each party agrees to comply with all applicable laws, regulations, and ordinances relating to their performance hereunder. Without limiting the foregoing, Client warrants and covenants that it will comply with all then-current laws and regulations of the United States and other jurisdictions relating or applicable to Client’s use of the Services including, without limitation, those concerning Intellectual Property Rights, invasion of privacy, defamation, and the import and export of software. The parties agree that monetary damages would not be an adequate remedy for the breach of certain provisions of these Terms, including, without limitation, all provisions concerning infringement, confidentiality and nondisclosure, or limitation on permitted use of the Services. The parties further agree that, in the event of such breach, injunctive relief would be necessary to prevent irreparable injury. Accordingly, either party shall have the right to seek injunctive relief or similar equitable remedies to enforce such party’s rights under the pertinent provisions of the Terms, without limiting its right to pursue any other legal remedies

(k) Customer restrictions and obligations with respect to the Services will also apply to software programs owned or controlled by third parties that VECKTA makes accessible to Customer through the Services, unless otherwise specified in these Terms.

(l) If a user or Client of the Services is an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Services, or any related documentation of any kind, including technical data or manuals, is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation 227.7202 for military agencies. The Services is commercial computer software and the related documentation is commercial computer software documentation. The use of the Services and related documentation is further restricted in accordance with the terms of this Terms, and any modification hereto.

(m) Any controversy or claim arising out of or relating to this contract shall be determined by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association.

The parties agree that:

a) The number of arbitrators shall be one;

b) The place of arbitration shall be Los Angeles, CA U.S.A”; and

c) The language(s) of the arbitration shall be English.

21 Third Party Content

21.1 Accuracy of Third- Party Data

(a) VECKTA makes information available to You which is authored by Third Parties.

(b) VECKTA does not operate or control Third Parties and does not endorse or warrant the accuracy of information provided by Third Parties.

(c) VECKTA does not warrant that Third Parties own their own Intellectual Property and assumes no liability for Intellectual Property infringements if any users (including You) upload or download Intellectual Property that is not their own.

(d) VECKTA does not endorse any Third-Party suppliers or buyers associated with the Services, is not responsible for the conduct of Third Parties, and any transaction between You and a Third Party will be solely between yourselves and not VECKTA

21.2 Provision of Client Content to Other Users

(a) VECKTA makes Client Content available to Other Users as a part of providing the Services.

(b) You indemnify and hold harmless VECKTA from any claim, loss, liability, damages ordinary or consequential as a result of any provision of Client Content to Other Users.

21.3 Transactions with Third Parties

(a) The Client acknowledges and agrees that if any Third Party Content is made available directly to the Client by other companies or individuals under Third Party Terms, including separate fees and charges, the Client is solely responsible for such separate fees and charges and because VECKTA may not have tested or screened the Third Party Content, the Client’s use of any Third Party Content is at the Client’s sole risk.

(b) Except for transactions which are made directly with VECKTA, VECKTA is not responsible for transactions facilitated, negotiated or associated with the VECKTA platform.

(c) You indemnify and hold harmless VECKTA from any claim, loss, liability, damages ordinary or consequential as a result of any transactions with Third Parties.

21.4 Malicious Content and Third Parties

(a) Since most Content on the Online Services will be sent to the Online Services by third parties or You, You understand that VECKTA cannot and does not guarantee that such Content will be free of infection or viruses, worms, Trojan Horses or other code or defects that manifest contaminating or destructive properties.

(b) VECKTA agrees to not knowingly post or send to the Online Services any files (i.e., files created by VECKTA) that contain a virus, bug, cancelbot, worm, Trojan Horse or other harmful item. However, both parties understand that they cannot and do not guarantee or warrant that files or software of any kind, or from any source, available for downloading through the Online Services, will be free of infection or viruses, worms, Trojan Horses or other code or defects that manifest contaminating or destructive properties

Schedule 1 – Acceptable Use Policy Acceptable Use Policy

This Acceptable Use Policy (this “Policy”) in conjunction with the Terms of Use describe the prohibited uses of the Software as a Service provided by VECKTA (the “Services”) and the VECKTA Site (collectively the “VECKTA Site”). The examples described in this Policy are not exhaustive. We may modify this Policy at any time by posting a revised version on the VECKTA Site or otherwise notifying you in accordance with the Agreement. By using the Services or accessing the VECKTA Site, you agree to the latest version of this Policy. If you violate the Policy or authorize or help others to do so, we may suspend or terminate your use of the Services.

1. No Illegal, Harmful, or Offensive Use or Content

You must not use, or encourage, promote, facilitate or instruct others to use, the Services or VECKTA Site for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. Prohibited activities or content include:

  • Illegal, Harmful or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation, including disseminating, promoting or facilitating child pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming.
  • Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
  • Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.
  • Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.

2. No Security Violations

You must not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:

  • Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System, to load test any System, or to breach any security or authentication measures used by a System.
  • Interception. Monitoring of data or traffic on a System without permission.
  • Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. The legitimate use of aliases and anonymous remailers is not prohibited by this provision.

3. No Network Abuse

You must not make network connections to any users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include:

  • Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.
  • Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
  • Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.
  • Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.
  • Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.

4. No E-Mail or Other Message Abuse

You must not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider.

5. Our Monitoring and Enforcement

We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Services or VECKTA Site. We may:

  • investigate violations of this Policy or misuse of the Services or VECKTA Site; or
  • remove, disable access to, or modify any content or resource that violates this Policy or any other agreement we have with you for use of the Services or the VECKTA Site.

We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.

6. Reporting of Violations of this Policy

If you become aware of any violation of this Policy, you must immediately notify us and provide us with assistance, as requested, to stop or remedy the violation. To report any violation of this Policy, please follow our abuse reporting process.

Schedule 2- Consultancy Services Terms:

VECKTA agrees to provide to you the services described under clause 3.2 of the accompanying Terms of Use. If agreed by the Client to opt for the Consultancy Services (Services), the Terms of Use and the terms and conditions contained in this Schedule 2 comprise the entire agreement between the parties (“Agreement”).

(Professional Standard) VECKTA will perform the Services with the degree of skill, care and diligence expected of a competent and qualified professional consultant experienced in providing services of a similar size, scope and nature to the Services and, where applicable, so as to comply with any relevant laws and professional standards.

(Information) The Client must, within a time that does not delay VECKTA in performing the Services, provide VECKTA with all the information necessary for VECKTA to perform the Services and must ensure the accuracy, lawfulness, completeness and correctness of that information. VECKTA may rely on that information and will not be liable for any loss or damage suffered by the Client or a third party (including delay) caused by incomplete or inaccurate information provided to VECKTA.

(Site) The Client must provide VECKTA with access, or ensure VECKTA is granted access, to any relevant premises that is necessary for the purposes of the Services (“Site”). The Client must maintain at the Site the safety procedures, equipment and standards necessary to comply with any relevant law and to ensure a safe workplace. The Client remains ultimately responsible for introducing, authorizing, implementing and monitoring all such workplace health and safety policies at any Site.

The Client is fully responsible for, and must indemnify and hold harmless VECKTA from and against, any claims, demands, actions, costs, liabilities, expenses, damages and proceedings (including reasonable legal and other associated costs of defending or settling any action or claim) (“Claim or Loss”) brought against, or suffered or incurred by, VECKTA, which arises in any way out of or in connection with any failure by the Client to comply with the requirements.

All monies payable to VECKTA for the Services performed, and any associated taxes or duties, must be paid within 15 days of the Client receiving an invoice for the Services. Notwithstanding any dispute as to payment due, the Client must pay VECKTA all undisputed amounts due within this period. Monies not paid within this period will attract interest until payment at a rate of 2% per month (calculated daily from the due date) plus any debt collection fees.

If the Client breaches its obligation to pay VECKTA, VECKTA may suspend the Services, which will not amount to a waiver of any right to reclaim any unpaid amounts.

(Intellectual property) All rights, title and interest in and to any intellectual property including, without limitation, any copyright, moral right, trade mark, patent, design or any other intellectual property right as well as any discovery, invention, secret, process or improvement in procedure which VECKTA creates or develops during the provision of the Services are, and will remain, vested in VECKTA. VECKTA agrees to grant to the Client a non-exclusive, irrevocable, world-wide, royalty free license to use, reproduce, publish, and adapt that intellectual property to the extent necessary to enable the Client to enjoy the full benefit of the Services and for no other purpose, subject to receipt by VECKTA of full payment for the Services in accordance with this Agreement.

Each party retains all rights, title and interest in any intellectual property which was created, acquired, or licensed independently of this Agreement (“Background IP”). Where the Services comprise of any Background IP or any intellectual property belonging to a third party (excluding any software used in the performance or delivery of the Services), VECKTA will grant, or will use reasonable commercial endeavors to procure the granting by such third party to the Client of, a non-exclusive, irrevocable, worldwide, royalty free license to, in relation to the project, use, reproduce, publish and adapt any such Background IP or intellectual property to the extent that such material is used in and necessary to enable the Client to enjoy the full benefit of the Services.

(Confidentiality) For a period of five years from the date of commencement of this Agreement, the parties undertake to keep all information and material furnished, derived or created under this Agreement (whether in oral, written or electronic format) confidential and may only disclose any such information and material with the prior written approval from the other party or as required by law or the rules of an applicable securities exchange. The parties agree not to use, advertise, publish, or release to the public any information and material furnished, derived or created under this Agreement for any purpose not required under this Agreement or for the purpose of the Services. The Client acknowledges that this clause does not apply to any business development, analytics, research or statistical reports and/or marketing materials produced or released by VECKTA referring to the Client, the project and the scope of the Services.

(Variation) This Agreement may only be varied with the written consent of each party.

(Liability) VECKTA’s total liability arising out of or in connection with this Agreement (whether in contract, tort, equity or by statute or otherwise (“Law”)) will be limited in aggregate and will not exceed the fees payable to VECKTA for the Services. VECKTA will not be liable for any costs or damages due to any delay in performance of the Services. This clause does not limit VECKTA’s liability in respect of (i) injury, illness, or death of any third party to the extent caused by a negligent act or omission of VECKTA; (ii) any act or omission known to be wrong yet intentionally persisted with by VECKTA with reckless disregard as to its likely harmful consequences; and (iii) VECKTA’s re-performance of any of the Services proven to be defective and notified to VECKTA in writing by the Client within a period not exceeding six months from the date of completion of the Services (however, such re-performance will be VECKTA’s sole liability and the Client’s only remedy in respect of such defective Services).

Notwithstanding any other clause in this Agreement, neither party is liable to the other party for any loss or damage in Law arising out of or in connection with this Agreement or the Services or otherwise suffered by a party, or any other person, which (either alone or in combination): (i) does not arise naturally according to the usual course of things; or (ii) is a loss of production or business, loss of good will or damage to reputation, loss arising out of or in connection with greenhouse emissions, pollution or contamination, or loss of revenue or profit or the opportunity to earn revenue or profit.

(Exclusive Services) The Services are provided for the exclusive benefit of the Client and VECKTA accepts no liability to third parties with respect to the Services. If the Client makes the Services available to any third party, the Client must indemnify VECKTA from and against any and all resulting Claim or Loss brought against or suffered or incurred.

(Term and Termination) This Agreement commences on the earlier of: (i) date on which this Agreement is dated; and (ii) the date on which the Client instructs VECKTA to commence the Services and ends on the completion of the Services. If there is a change in law or regulation prior to or after the commencement date, or any imposition or re-imposition of sanctions, or there is the occurrence of any other event not of VECKTA’s making which materially affects VECKTA’s ability to perform the Services, or the Client fails to make the payment within sixty (60) days from the date of invoice, then VECKTA may immediately suspend or terminate this Agreement without incurring any penalty. Either party may terminate this Agreement for its convenience on no less than thirty (30) days written notice to other party. In any such circumstances, the Client must pay VECKTA all fees and any reimbursable expenses for the Services performed up to the date of termination, plus any reasonable and unavoidable costs incurred by VECKTA as a direct result of the termination.

(Subcontract) VECKTA may, if it considers that it is appropriate, engage other consultants or subcontractors to assist VECKTA in the provision of the Services.

(Assignment) Neither party may assign, novate or otherwise deal with any right or obligation under this Agreement (whether in whole or in part) without the written consent of the other party.

(Applicable laws) The parties must comply with all applicable laws, including such in respect of privacy and personal information or data. The parties will co-operate with one another to investigate and resolve any privacy breach incidents and resolve any complaints alleging a breach of any applicable privacy laws and to notify the relevant authorities or data subjects as applicable.

(Relationship) VECKTA is engaged as an independent contractor. Nothing in this Agreement constitutes a relationship of employer and employee, principal and agent, or partnership between VECKTA and the Client. VECKTA agrees not hold itself out, in any way so as to bind the Client.

(Governing law) This Agreement is governed by and is to be construed in accordance with the laws applicable in the California (unless otherwise agreed in writing). The parties irrevocably submit to the non-exclusive jurisdiction of the courts of the Governing Law and any courts of appeal from any of those courts and irrevocably waives any right to object to any proceedings being brought in those courts on the basis that the process has been brought in an inconvenient forum