1. AGREEMENT & CONFLICT

The terms specified herein affect the legal rights of VCloudX Pte Ltd (hereinafter VCX) and the user/s and among other things, limit the liability of VCX to the extent of this agreement and require arbitration of certain disputes. The terms are also subject to change by VCX at its discretion.

VCX, in its sole discretion, is providing certain specific, limited, by time or otherwise, and defined SaaS services, at NO FEE, to any party which wishes to utilise the said services for their own use. At the time of initiating the usage of the SaaS services being offered by VCX, the party, (hereinafter the Customer) the Customer thereby enters into a legally-binding contract with VCLOUDX PTE LTD. (“VCX”), a Singapore headquartered company, and that contract applies to and governs all sale, provision, acquisition, and/or use of VCX SaaS Services (the “Agreement”), thus accepting its:

1. entering into an agreement, order, or other electronic or other documentation that incorporates these VCX No Fee SaaS Service Terms or otherwise agreeing to or accepting these VCX No Fee SaaS Service Terms or
2. This promotion is applicable to both organisations and individuals
3. accessing or using any SaaS Services after being notified that these VCX No Fee SaaS Service Terms apply to such SaaS Services or to such accessing or use thereof.
   The Agreement shall consist of these VCX No Fee Terms & Conditions and all specific terms, clauses, points and content incorporated herein (these “Terms”) and all other documentation entered into by or on behalf of Customer and VCX or its Affiliate, if so available, in respect of Customer’s use of specified SaaS Services.
   The specific individual who agrees to or accepts these Terms on behalf of the Customer, represents and warrants to VCX that he or she has the authority to bind Customer to the Agreement and enter into the Agreement on Customer ‘s behalf.
   These Terms apply with respect to all SaaS Services ordered or provided – or used or accessed by or on behalf of Customer or its Agents or users – under the Agreement, including without limitation all Agents, users, log-ins, accounts, sub-accounts, etc. related to such SaaS Services (“VCX SaaS Services”). In the event of any conflict among the components of these Terms, VCX reserves the right to withdraw any and all services to the Customer, and the Customer accepts their obligation to withdraw from utilisation of the services in their entirety.

2. NO FEE OFFER

The terms specified herein affect the legal rights of VCloudX Pte Ltd (hereinafter VCX) and the user/s and among other things, limit the liability of VCX to the extent of this agreement and require arbitration of certain disputes. The terms are also subject to change by VCX at its discretion.

VCX, in its sole discretion, is providing certain specific, limited, by time or otherwise, and defined SaaS services, at NO FEE, to any party which wishes to utilise the said services for their own use. At the time of initiating the usage of the SaaS services being offered by VCX, the party, (hereinafter the Customer) the Customer thereby enters into a legally-binding contract with VCLOUDX PTE LTD. (“VCX”), a Singapore headquartered company, and that contract applies to and governs all sale, provision, acquisition, and/or use of VCX SaaS Services (the “Agreement”), thus accepting its:

3. CUSTOMER USE OF SaaS SERVICES

Customer accepts and agrees to fulfil all its obligations, representations, warranties, and covenants thereunder. Customer alone shall be responsible for the accuracy and legality of all account, Agent, user, and registration information (including without limitation Customer’s legal name, Customer/user contact information, and any personal data included therein) (“Registration Information”) and the means of its acquisition. VCX will accept such information as accurate and compliant, and any and all issues arising out of an inaccuracy in Registration Information, including but not limited to regulatory, compliance and service provision, shall be the sole liability of the Customer, and VCX shall have not liability whatsoever.

4. SERVICE AVAILABILITY, CHANGES, AND SUPPORT

Customer acknowledges and agrees that the VCX SaaS Services are provided as-is and without any committed support, and VCX makes no commitment or guarantee – and shall have no obligation relating to –

1. the availability/unavailability, uptime/downtime, performance, reliability, functionality, or other operation/in-operation of the VCX SaaS Services (including without limitation any integration or other feature thereof of the VCX SaaS Services designed to interoperate with any third-party offering ("Integration Features"),
2. the maintenance or continued provision or support of any particular element, aspect, property, feature, functionality, or component thereof (including without limitation any Integration Feature), or
3. the technical or other support of the VCX SaaS Services; of any element, aspect, property, feature, functionality, or component of the VCX SaaS Services (including without limitation any Integration Feature); or of Customer or the Agents or users in the accessing or use of the foregoing.

Without limiting the generality of the foregoing, VCX may – in its sole discretion, at any time, with or without notice or notification to Customer or any other party, for any reason (or no reason), and without any obligation or liability to Customer or any other party – suspend, deactivate, terminate, discontinue, eliminate, retire, phase out, apply limits to, impose restrictions or conditions on, change, modify, and/or update the VCX SaaS Services (in whole or in part) or any Agent, log-in, user, or other element, aspect, property, feature, functionality, or component thereof (including without limitation any Integration Feature).

5. SaaS SERVICES LIMITATIONS

Without limiting the generality of Section 4 (Availability, Changes, and Support) in any way, Customer acknowledges and agrees that the service provision being on a non-chargeable basis, and best effort basis,

1. the VCX SaaS Services may not be uninterrupted, error-free, or available one-hundred percent (100%) of the time (e.g., they may be unavailable during periods of planned or unplanned downtime and communications may not always be delivered to their intended destination or without loss of data),
2. data transmitted or stored through the SaaS Services may be exported by or on behalf of Customer, Agents, or other users therefrom in a variety of ways (including without limitation via third-party integrations, other features that interoperate with third-party offerings, or local or external download),

6. VCX DATA PROTECTION COMMITMENT

VCX undertakes to implement and maintain, commercially viable and reasonable administrative, physical, and technological safeguards to protect the content of all communications transmitted, received, and/or stored through any VCX SaaS Services, (Customer’s “Content”), from unauthorized access and use. It is expressly acknowledged that the Customer shall remain the owner of its Content. Both Parties acknowledge and agree that

1. VCX’s and its Affiliates’ role with respect to Customer’s Content, if any, shall be that of a passive conduit and
2. neither VCX nor any of its Affiliates or vendors, subcontractors, or other service-providers (each, a “Customer” of VCX) shall be responsible for or have any involvement in determining or creating such Content or determining the recipients or destinations of any communications through VCX SaaS Services.

7. THIRD-PARTY OFFERINGS AND INTEGRATIONS

VCX acknowledges that the Customer may operate with 3rd Party providers of non-VCX offerings which may inter-operate with VCX SaaS Offering (e.g., third-party applications for which SaaS Services integrations are available) or that are used in connection with the SaaS Services (“Providers”). These operations shall in each case be governed by Customer’s agreement with the applicable Provider and shall be outside the scope of the Agreement with VCX. In no event shall VCX be liable or responsible (a) under any such agreement or for any act or omission of any Provider or any operation of its offering (e.g., any accessing, modification, or deletion of data), regardless of whether VCX endorses, refers Customer to, approves of Customer’s use of, or agrees to bill and/or collect behalf of such Provider or designates any such offering as “certified,” “approved,” “recommended,” etc. or (b) for supporting any such third-party offering.

VCX authorizes the Customer to combine the SDK(s) and/or API(s) of the VCX product with the Customer’s products/services (“Combined Product”), and make such Combined Product available to Customers end users, only in accordance with and subject to this Terms of Use and the provisions of the Other Documents. Without limiting the generality of the foregoing, the Customer agrees not to obscure, remove, delete, conceal, or modify, the VCLOUDX Marks, without VCLOUDX’s [i.e., the applicable VCloudX Entity’s] prior written approval, required to be procured in each instance. The use of the VCLOUDX Marks shall be subject to brand guidelines/restrictions for the use of such VCLOUDX marks, as may be prescribed/notified by VCLOUDX, from time to time.

8. ASSIGNMENT OF PEFORMANCE / SUBCONTRACTING

VCX may, in each case in its sole discretion, subcontract for the performance of VCX’s obligations under the Agreement, provided that VCX shall remain responsible under the Agreement for performance of such obligations and for such subcontractors’ actions or omissions in performing such obligations.

9. CHANGE IN TERMS

VCX may change, amend, add to, or replace these Terms in any manner and at any time, by updating the web page on which the applicable component of these Terms resides or by otherwise notifying Customer of such change, amendment, addition, or replacement. Any such change, addition, or replacement shall be effective on the date of such update of such applicable web page (or on the date of such notification, where such notification is used by VCX in lieu of such update), or on such later date specified by VCX. It is explicitly specified that the Customer has sole responsibility to keep themselves updated with the latest Terms, and no claim shall be entertained for reason of non-comprehension of latest Terms or applicability of previous, superseded Terms.

10. GENERAL REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it is a bona fide business, has the power and authority to enter into and perform its obligations under the Agreement, and is not relying upon any statements, commitments, representations, or warranties other than those expressly set forth in the Agreement. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED BY VCX IN THE AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VCX MAKES NO WARRANTIES AND DISCLAIMS ALL WARRANTIES IN RELATION TO THE VCX SaaS Services AND/OR THE AGREEMENT OR ANY OTHER PRODUCTS OR OFFERINGS ORDERED AND/OR PROVIDED THEREUNDER, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

11. INTELLECTUAL PROPERTY RIGHTS

To the maximum extent permitted by law, all intellectual property and other rights, title, and interest in or to the Documentation or the SaaS Services and related software, applications, functionalities, APIs, tools, and interfaces (the “VCX Platform”) – and all configuration designs, code, deliverables, and other work product produced or developed by VCX or its Affiliates or Customers in the course of performing under the Agreement (except to the extent such work product embodies Customer’s pre-existing intellectual property) – shall remain with, and belong exclusively to, VCX, its Affiliates, and/or their licensors. Customer hereby assigns to VCX all intellectual property and other rights, title, and interest in or to any improvement, enhancement, recommendation, correction, or other feedback that Customer may provide to VCX or its Affiliates relating to their operations or the SaaS Services or any other VCX product or offering, and agrees that VCX shall be free to use, license, assign, and exploit any ideas, concepts, know-how, or techniques contained therein for any purpose without restriction or compensation.

During the course of access or use of VCX Services, VCX may disclose to the Customer, or the Customer may gain access to, certain Confidential Information. The Customer agrees to maintain the confidentiality of such information, and to refrain from disclosing or sharing it with a third party unless specifically authorized by VCLOUDX in writing prior to such disclosure. “Confidential Information” shall mean any information that is proprietary to VCLOUDX (unless such information was publicly disclosed by an authorized representative of VCLOUDX), including, inter alia, financial information, details pertaining to VCLOUDX’s products or services, any material, electronic records, proprietary tools, know-how, provided to the Customer by VCLOUDX or that the Customer may obtain knowledge of at any time, whether disclosed orally or in writing and whether marked as ‘confidential’ or not. For the avoidance of doubt, ‘Confidential Information’ shall include all information which by its nature is considered to be confidential or proprietary to VCLOUDX.

The obligations of confidentiality set forth herein shall not apply to any information that:

1. is in the public domain through no act or omission on part of the Customer, capable of being evidenced through written and dated documentation.
2. is obtained by a third party through no act or omission on part of the Customer, capable of being evidenced through written and dated documentation.
3. is required to be disclosed pursuant to an order of a competent judicial authority provided that the Customer discloses only such portion of the information that is necessitated by the order, and notifies VCLOUDX in writing prior to such disclosure

12. TERM AND TERMINATION

The Agreement shall become effective on the date that the Parties enter into the Agreement and continue in full force and effect through the date of final termination by VCX of all VCX SaaS Services (including without limitation final termination and final closure by VCX of all Agents, users, log-ins, accounts, sub-accounts, etc. related thereto and final termination by VCX of Customer’s and all Agents’, users’, and log-ins’ ability to access and/or use any portion or feature of any VCX SaaS Services) (the “Effective Period”). For clarity, in no event shall termination of the Agreement relieve Customer of any obligation or liability incurred by Customer or negate or otherwise affect any right accrued by VCX, under the Agreement prior to such termination.

VCX reserves the right to terminate the Customers access and use of the Services, or parts thereof, including the User Account in case of any breach of any term of the Terms of Use and/or any Other Document(s). The Terms of Use and Customer rights under all Other Documents shall also stand terminated if: (a) the Customer informs VCX in writing of its decision to discontinue further use of the Services or the applicable part thereof; (b) the duration of permitted use of the Service Package under defined by VCX expires.

Upon any termination of the Terms of Use, the Customer shall immediately cease any further use of the Services as part of the Combined Products or in any other manner, and shall ensure that any third party including an End User that uses any products developed by the Customer and incorporating any part of the Services also discontinues further use of the Services with immediate effect;

13. PROHIBITED ACTIVITIES

The Customer hereby agrees to refrain from any Prohibited Activities in relation to any part of the Services.

"Prohibited Activities" shall include any unlawful acts or omissions including any acts or omissions which are capable of infringing the rights of any third party, and shall specifically comprise the following:

• Using any software or hardware that is capable of introducing any viruses, defects, bots, software disabling codes, malfunctions, in the Services;
• Any act or omission aimed at reverse engineering any part of the Services to understand its capabilities, functionality, shortcomings, or to evade any filtering mechanism or any security requirements, including to develop any product or service that provides standalone functionality that is similar to the Services;
• Any act or omission aimed at circumventing or bypassing any security limitations imposed by VCLOUDX with respect to the use or access of its Services;
• Uploading, providing, making available, sending, any information or details which constitute personal information or data, and/or, sensitive personal information or data, under the applicable laws, if such information does not belong to the Customer;
• Using the Services to engage in or facilitate any fraudulent or unlawful activity;
• Using the Services or promoting the use of the Services in any manner which is capable of infringing the rights of any third-party including rights in any form of intellectual property. Without prejudice to the generality of the foregoing, the Customer shall not upload any content that violates applicable law or regulation or provides instructional materials on any illegal activity, or is obscene, libellous, defamatory, hateful, racially or ethically objectionable, disparaging, harmful to minors, contrary to public policy or otherwise unlawful, promotes or enables gambling or any game(s) of chance, infringes the rights of privacy or contract or tort rights of any individual, or any content that misappropriates a person’s trade secret, name, likeness or identity, any content that disrupts or interferes with the functionality of the Services or any servers or networks of VCLOUDX or any of its service providers, or any other content deemed inappropriate by VCLOUDX in its sole discretion;
• The Customer shall not use any part of the Services to upload or disseminate content that constitutes “spam”, mail fraud, pyramid schemes, or investment opportunities or advice which is not permitted under law, and/or, that contains inappropriate language;
• The Customer shall not use any part of the Services to upload or disseminate content promoting the use of alcohol, tobacco or illegal substances; nudity, sex, pornography, or adult-oriented content;
• The Customer shall not use any part of the Services in a manner which is likely to harm a third party or cause any form of damage or liability to a third party;
• The Customer shall not at any time claim that any proprietary material belonging to VCX, including the Services, and/or, any trademarks, trade names, logos belonging to VCX, belong to the Customer, and/or attempt to register any marks or logos similar to the VCX Marks in any jurisdiction of the world. The Customer shall not use the Services in a manner which is capable of tarnishing or diluting the reputation or goodwill of VCX or the VCX Marks;
• The Customer shall not use or access any part of the Services, and/or, facilitate any use or access of the Services, which is capable of interfering with the operations of VCX/Services and/or the functionality of any part of the Services;
• Launching or facilitating, whether intentionally or unintentionally, a denial of service attack on any of the Services or any other conduct that adversely impacts the availability, reliability, or stability of the Services;
• Using the Services or any part thereof in any manner that violates the Terms of Use, any industry policies or standards, or the usage policies of any third parties;
• The Customer shall not use the Services to engage in any unsolicited marketing, advertising, or other such activities, and/or, disseminate any unsolicited mails or communications through the use of the Services;
• The Customer shall not use the Services to procure any information or details, including any personal information, concerning another person;
• The Customer shall not use a false identity or personal information to use any part of the Services;
• The Customer shall not use the Services to reveal any information which is considered confidential or proprietary by a third party.

14. INDEMNIFICATION

Customer hereby agrees to indemnify, hold harmless, and defend, VCLOUDX, jointly and severally, and each VCloudX Entity’s directors, employees, officers, and affiliates (“Indemnitees”), from and against, any and all losses, claims, actions, damages, suits, proceedings, liabilities, fees (including reasonable attorneys’ fees), expenses, penalties, costs (“Losses”), arising as a result of, pursuant to, and/or, in relation to:

1. a breach of the Terms of Use and/or any Other Documents by the Customer;
2. any use of the Services in a manner which violates the permission for use granted to the Customer;
3. any use of the Services in violation of third- party rights and/or the applicable laws.
4. any action, claim, demand, suit, investigation, inquiry, or proceeding (each a "Claim") threatened or brought against any of them by any third party that arises out of or results from Customer’s Content or any actual or alleged breach of the Agreement by Customer
5. indemnify and hold harmless the VCX Parties against any damages, attorneys’ fees, defence costs, and other losses (collectively, "Losses") payable by any of them pursuant to the adjudication or settlement of any such Claim.
6. Customer shall not enter into any settlement agreement that would result in any payment or other obligation, or restriction on the business of, VCX without VCX’s prior written consent.

15. vCloudx Subscription Terms

1. On paid subscription, it is intrinsically implied that the subscriber agreed to pay vCloudx, through the specified Payment Processor for vCloudx, all charges at the prices agreed upon during subscription, in accordance with the applicable payment terms. The subscriber also authorizes vCloudx, through its Payment Processor, to charge the specified payment mechanism for the due amount.
2. The term of this Agreement shall be monthly or yearly (unless or otherwise we create a custom subscription package), to commence on the date that the Subscriber signs up electronically for the Services by paying for the selected plan from all offerings on the website or provided directly through the sales department, after creating an Account with an email address.
3. All amounts are quoted in U.S. Dollars, unless specifically stated otherwise. The billing for the plans happens monthly, quarterly or annually, as specified in the plan that the subscriber pays for, on calendar month/quarter/year basis.
4. In case of any failure of the payment method provided in the subscription information, any past due, the access to products/services may be suspended pending settlement of dues.
5. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor used by vCloudx, in addition to these Terms of Service.
6. vCloudx reserves the right to establish a credit limit for each account, basis their usage history and terms of agreement with vCloudx. If the usage of any account reaches or exceeds the credit limit established, vCloudx reserves the right to charge an amount equal to or less than the credit limit using the Payment method on account and reset the credit limit accordingly. The credit limit quantum will be monitored and adjusted as per the sole discretion of vCloudx.

16. EXCLUSIONS AND LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL VCX , JOINTLY OR SEVERALLY, BE LIABLE TO THE CUSTOMER, ANY USER OR ANY OTHER PERSON OR ENTITY WHO USES, OR ATTEMPTS TO USE, ANY ASPECT OF THE SERVICES UNDER ANY THEORY OF LIABILITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF VCX HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM VCX PERFORMANCE OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS TERMS OF USE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. NOR SHALL VCX , JOINTLY OR SEVERALLY, BE LIABLE TO THE CUSTOMER, ANY USER OR ANY OTHER PERSON OR ENTITY WHO USES, OR ATTEMPTS TO USE, ANY ASPECT OF THE SERVICES FOR ANY INJURY THAT THE CUSTOMER, ANY USER OR ANY OTHER PERSON OR ENTITY SUFFERS AS A RESULT OF (A) ANY UNAUTHORIZED ACCESS TO, OR ALTERATION OF ANY ASPECT OF THE SERVICES, INCLUDING ANY SDK(S) AND/OR ANY API(S), (B) ANY FAILURE OF THE SERVICES, (C) ANY ACTS OR OMISSIONS OF ANY THIRD PARTY, (D) ANY OTHER INJURY SUFFERED AS A RESULT OF THE USE OF OR OPERATION OF THE SERVICES, OR (E) ANY INFRINGEMENT CLAIM THAT ARISES OUT OF THE CUSTOMERR APPLICATIONS AND/OR ANY ADDITIONAL PRODUCTS. IN NO EVENT SHALL OUR CUMULATIVE LIABILITY, WHETHER JOINT OR SEVERAL, HEREUNDER TO THE CUSTOMER, ANY USER OR ANY OTHER PERSON OR ENTITY FOR ANY INJURY, DAMAGES OR LOSS THAT THE CUSTOMER, ANY USER OR ANY OTHER PERSON OR ENTITY SUFFER AS A RESULT OF, OR IN CONNECTION WITH, THE CUSTOMER OR THEIR USE OF THE SERVICES EXCEED THE FEES ACTUALLY PAID TO VCLOUDX PURSUANT TO THE MSA DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. IF THE CUSTOMER ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THE TERMS OF USE, THE CUSTOMERR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES. THE CUSTOMER ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL ACTIVITIES CONDUCTED THROUGH THE CUSTOMERR USER ACCOUNT, EVEN IF SUCH ACTIVITIES OCCURRED WITHOUT THE CUSTOMERR PERMISSION.

THE MAXIMUM LIABILITY OF THE VCX PARTIES UNDER THE AGREEMENT, WHETHER ARISING FROM A THEORY OR CLAIM OF BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL IN NO CASE EXCEED $100.00 (USD).

THE FOREGOING EXCLUSION AND LIMITATION SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND ON A CUMULATIVE (RATHER THAN PER-INCIDENT) BASIS. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE TERMS OF THE AGREEMENT ARE BASED ON THE FOREGOING EXCLUSION AND LIMITATION.

17. DISPUTE RESOLUTION

Pre-Filing Notice. Each Party shall, before initiating an arbitration, court or other action, suit, or proceeding against the other Party, its Affiliate, or their personnel in respect of any Covered Claim (each a "Proceeding"), provide written notice to the other Party describing in reasonable detail its contentions and the specific provisions of the Agreement, if any, allegedly breached. The Parties shall work diligently and in good faith for thirty (30) days following such notice to attempt to resolve the dispute, including without limitation by ensuring that knowledgeable executives of each Party hold at least one meeting (in person or by video- or tele-conference) to such end. If the Parties fail to resolve the dispute within such thirty- (30-) day period, either Party may thereafter initiate the Proceeding in accordance with these Terms (and without satisfying any further notice or cure period under the Agreement). FAILURE TO COMPLY WITH THIS SECTION 16 (PRE-FILING NOTICE) MAY BE PLEADED AS A FULL AND COMPLETE BAR AND DEFENSE TO, AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST, ANY PROCEEDING INSTITUTED IN CONTRAVENTION THEREOF.

18. MISCELLANEOUS

1. Notices Except as expressly provided otherwise in the Agreement, any notice to be provided thereunder shall be provided as follows:
   1. to Customer – via email to any email address provided by Customer in connection with the VCX SaaS Services or via SMS or Postal Mail (collectively, "Delivery") to any postal address provided by Customer in connection with the VCX SaaS Services and
   2. to VCX – via email to [email protected] or via Postal Delivery to the registered office as specified on the website www.vcloudx.com.

   Customer may change any of its designated notice addresses via updation in its Registration/ Profile information in its account with VCX and as well as a notice to VCX.

   Notices shall be deemed effective and received as follows: (i) via Email – the first business day after the date sent (without any undeliverable notification being returned), (ii) via Postal Service – the first business day after the date delivered to the noticed Party,

2. Governing Law; Jurisdiction. This Terms of Use shall be governed by the laws of Singapore, notwithstanding the conflict of laws principle. If any dispute arises in connection with this Terms of Use, it shall be settled amicably within 15 (fifteen) days. If the dispute cannot be settled in an amicable manner, then such dispute shall be referred to arbitration by a sole arbitrator as per the Arbitration Rules of the Singapore International Arbitration Centre. The venue and seat of arbitration shall be Singapore, and the language of arbitration shall be English. The cost of arbitration shall be borne jointly by the you and VCloudX [i.e., the applicable VCloudX Entity]. Subject to the foregoing, the exclusive jurisdiction and venue for any action related to the subject matter hereof shall the competent courts of Singapore.
3. Force Majeure. Neither Party shall be considered in breach of, or have any liability under, the Agreement as the result of any failure or delay in such Party’s performance thereunder caused by events beyond such Party’s reasonable control, including without limitation act of God; fire, flood, hurricane, earthquake, tsunami, or other natural disaster; riot; war; terrorism; government action or intervention; embargo; strike; destruction of facilities; late or failed delivery by suppliers; unavailability of power or Internet services; or network or carrier issues, provided that the foregoing shall not apply to either Party’s payment obligations under the Agreement.
4. Entire Agreement; Amendment. The documents comprising the Agreement constitute the entire agreement between the Parties in respect of the Ordered Products and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to thereto. The Agreement may not be amended, except via both Parties’ execution of a written amendment thereto or as otherwise expressly provided in these Terms. In no event shall the terms of any purchase order or similar document delivered by or on behalf of Customer or its Affiliate to VCX or its Affiliate in connection with the Agreement (to which VCX hereby objects) become part of, apply to, or modify or supersede the Agreement’s terms.
5. Severability. If any provision of the Agreement is deemed illegal, invalid, or unenforceable, in whole or in part, under applicable law, the Agreement shall be deemed amended as and to the extent necessary to render its terms valid, enforceable under applicable law, and, to the greatest extent possible, consistent with the Parties’ original intent.
6. Waiver. Except to the extent expressly otherwise provided in the Agreement, (a) either Party’s failure to exercise or enforce any right or remedy under the Agreement shall not constitute a waiver of such right or remedy and (b) no waiver of any right or remedy shall be enforceable against a Party unless in writing and otherwise conforming with these Terms.
7. Assignment; Binding Effect. The Agreement shall be binding upon the Parties’ heirs, successors, and permitted assigns. Customer may not assign the Agreement or assign its rights or delegate its obligations thereunder, in whole or in part, except with VCX’s prior express written consent.
8. No Third-Party Beneficiaries. Except as expressly stated in the Agreement, the Agreement is intended for the sole benefit of, and shall only be enforceable by, each Party and its permitted assigns. Without limiting the foregoing, VCX shall have no obligation or liability hereunder to any Agent or other end user of VCX SaaS Services.
9. Document Execution/Acceptance. Use of DocuSign, or any other widely used method of verifiable electronic signature and delivery, shall be a valid method of execution and/or delivery of all documents under the Agreement. Any document or other content related to or proposed for addition to the Agreement that is prepared by VCX and sent to Customer for acceptance via completion of an electronic VCX process shall be deemed accepted and entered into by Customer upon Customer’s completion of such process.
10. Interpretation. The headings in the documents comprising the Agreement are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of thereof. References in the Agreement to a web address (URL) shall be deemed to include (a) any subpages that are accessible through one or a series of clearly-labelled hyperlinks and (b) such successor sites as may be designated by the owner or controller of the web site.
11. Survival. Sections 13 (Indemnification), 14 (Exclusions and Limitations of Liability), and 15 (Dispute Resolution) shall survive termination or expiration of the Agreement, as shall any other provision that by its nature is intended to so survive.
12. Definitions. When used in these Terms, the following capitalized terms shall have the following meanings:
    • "Affiliate" – an entity that directly/indirectly controls or is controlled by or under common control with the applicable person.
    • "Affiliate" - an entity that directly/indirectly controls or is controlled by or under common control with the applicable person.
    • "Agent" - an individual authorized to use, administer, or perform actions with respect to VCX SaaS Services through Customer’s account (as an agent, administrator, or otherwise), as identified through a unique log-in.
    • "Covered Claim" - a Claim that one Party intends to assert against the other Party, its Affiliates, or any of their personnel, other than (a) provisional remedies related to Claims related to infringement or misappropriation of intellectual property and (b) Claims that the other Party is expressly required to defend under the Agreement.
    • "Customer Parties" - Customer, its Affiliates, and their personnel.
    • "Documentation" - user manuals and technical documentation related to the SaaS Services posted to www.vcloudx.com or otherwise made available by VCX to its customers from time to time, but excluding marketing or promotional materials.
    • "Ordered Equipment" - all equipment ordered or provided under the Agreement.
    • "Ordered Products" - the VCX SaaS Services and all other services, products, or offerings ordered or provided under the Agreement.
    • "Party" - each of VCX and Customer (together, the “Parties”).
    • "Regulatory Fees" - monthly fees (which are not Service Fees, Taxes, or government-imposed charges), including Emergency Services Fees (or E911 Service Fee in the US) and Regulatory Recovery Fees (in the US), charged by VCX or its Affiliate for each number (including without limitation toll free and virtual numbers) associated with telephony VCX SaaS Services, to offset costs incurred by VCX and its Affiliates in complying with inquiries from, and obligations imposed on them by, regulatory bodies and/or governmental agencies.
    • "SaaS Services" - the software-as-a-service offerings (such as the no-fee version of VCX Video Meeting) offered by VCX or its Affiliate, (including all components thereof) to which these VCX No Fee SaaS Service Terms apply, as indicated in the applicable agreement, order, or other electronic or other documentation of VCX or its Affiliate or as otherwise notified to Customer by VCX or its Affiliate.
    • "Service Fees" - base recurring fees for SaaS Services.
    • "Services" - the VCX SaaS Services and any other services offered by VCX or its Affiliate that are relevant to the Agreement.