Software-as-a-Service (SaaS) Agreement
Effective Date: 24/12/2024
This Software-as-a-Service Agreement ("Agreement") is made and entered into by and between:
- Provider: Veranet OÜ, a company registered in Estonia, operating as a provider of SaaS products, including but not limited to the Veranet platform and VeraChat application (collectively referred to as "We," "Us," or "Provider").
- Customer: The entity or individual using our Services, identified through the account registration process (referred to as "You," "Customer," or "User").
This Agreement outlines the terms under which the Provider grants the Customer access to the Services and the obligations of both parties.
1. Definitions
1.1 Services: Software-as-a-Service (SaaS) products, including the Veranet platform and VeraChat application, provided via cloud infrastructure. These include access to features, updates, and support.
1.2 Customer Data: Any content, information, or data provided by the Customer through the use of the Services, including personal data, uploaded files, or configurations.
1.3 Subscription Fee: Recurring payments made by the Customer to access the Services, as outlined during registration.
1.4 Acceptable Use Policy: The guidelines that dictate proper use of the Services to ensure compliance with laws and prevention of abuse.
1.5 Confidential Information: Any non-public, proprietary, or sensitive information exchanged between the parties under this Agreement.
2. Scope of Services
2.1 License to Use: Provider grants the Customer a non-exclusive, non-transferable, revocable license to access and use the Services for the duration of the subscription term, subject to compliance with this Agreement.
2.2 Service Levels: Provider aims to ensure 99.9% uptime availability for the Services, excluding scheduled maintenance, force majeure events, and third-party disruptions.
2.3 Updates and Enhancements: The Services may be updated with new features or improvements. The Provider reserves the right to modify, enhance, or discontinue specific features without notice if such changes do not materially affect the functionality of the Services.
2.4 Support Services: Provider offers standard technical support via email or chat. Enhanced or priority support may be available at an additional cost.
3. Customer Obligations
3.1 Compliance with Laws: The Customer is responsible for ensuring their use of the Services complies with applicable laws, including but not limited to privacy and data protection regulations such as GDPR.
3.2 Account Responsibility: The Customer is responsible for securing their account credentials and for all activities conducted under their account.
3.3 Prohibited Uses: The Customer agrees not to:
- Use the Services to engage in unlawful, harmful, or abusive activities.
- Reverse-engineer, decompile, or attempt to gain unauthorized access to the Services.
- Violate intellectual property rights of the Provider or third parties.
3.4 Data Accuracy: The Customer must ensure that all data provided for account setup, billing, or service use is accurate and up-to-date.
4. Fees and Payment
4.1 Subscription Fees: Fees are due as per the billing cycle selected during registration (e.g., monthly). Payments must be made in advance to maintain access to the Services.
4.2 Accepted Payment Methods: Payments can be made via Stripe or direct bank transfer. For direct bank transfers, updated invoices reflecting payments will be accessible via the Customer’s dashboard.
4.3 Refund Policy: Refunds are issued only in cases of errors or duplicate payments. Customers may appeal for refunds by submitting a formal request, which will be reviewed on a case-by-case basis.
4.4 Annual Billing: Currently, we do not offer annual billing options.
4.5 Taxes: The Subscription Fee excludes taxes. For Estonian customers, 22% VAT applies to all purchases in compliance with Estonian tax regulations.
5. Data Privacy and Security
5.1 Data Ownership: All Customer Data remains the property of the Customer.
5.2 Data Usage: Provider will use Customer Data only for the purpose of delivering the Services, in accordance with the Privacy Policy and Data Processing Agreement.
5.3 Third-Party Services: Provider integrates third-party services, such as Stripe (payment processing), Amazon Web Services (cloud infrastructure), Microsoft Azure (LLM provider), Google Analytics (analytics), and HubSpot (CRM and marketing). By using the Services, the Customer consents to such integrations.
5.4 Data Security: Provider implements reasonable administrative, technical, and physical safeguards to protect Customer Data.
6. Intellectual Property
6.1 Ownership: The Provider retains all intellectual property rights in the Services, including trademarks, logos, and proprietary technology.
6.2 Customer License Restrictions: The Customer may not sublicense, redistribute, or create derivative works from the Services without express permission.
7. Term and Termination
7.1 Term: This Agreement is effective from the date of Customer registration and continues until terminated.
7.2 Termination by Customer: Customers may terminate their subscription at the end of their billing cycle by providing written notice or through the account portal.
7.3 Termination by Provider: Provider may terminate this Agreement if the Customer violates its terms, fails to pay fees, or engages in prohibited activities.
7.4 Post-Termination Data Access: Upon termination, access to the Services will be revoked. Customer Data will be retained for 30 days unless otherwise required by law or explicitly requested by the Customer.
8. Warranties and Disclaimers
8.1 Provider Warranty: The Provider warrants that the Services will perform substantially in accordance with the documentation.
8.2 Disclaimer: The Services are provided "as-is," and the Provider disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
9. Limitation of Liability
The Provider’s liability for damages under this Agreement is limited to the amount the Customer paid in the 12 months preceding the claim.
10. Governing Law
This Agreement is governed by the laws of Estonia. Any disputes arising under this Agreement will be resolved in Estonian courts.
11. Miscellaneous
11.1 Amendments: Provider reserves the right to modify this Agreement with prior notice.
11.2 Force Majeure: Neither party will be held liable for delays or failures caused by events outside their reasonable control.
11.3 Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the Services.
12. Contact Information
Veranet OÜ
Email: support@veranet.io
Address: Harju maakond, Tallinn, Kesklinna linnaosa, Ahtri tn 12, 15551
For additional questions or support, please contact us at the email above.