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VEILSTREAM OFFERING TERMS AND CONDITIONS

This Agreement was last updated on January 22nd, 2025.
These VeilStream Offering Terms and Conditions (“Terms and Conditions” together with any Order Forms, attachments, exhibits, and amendments hereto, as amended from time to time, collectively the “Agreement”), form an agreement between the customer (such customer, the “Customer”) accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the VeilStream Offering (as defined below) and VeilStream Software Inc. (“VeilStream”), the supplier of the VeilStream Offering and is entered into on the earlier of the date Customer first uses any part of the VeilStream Offering and the date Customer agrees to be bound by this Agreement (the “Effective Date”). This Agreement includes any current or future Order Forms (all as defined below in Section 1), and all such documents are incorporated by this reference. VeilStream and Customer will be referred to together as the “Parties” and each a “Party”.

This Agreement sets forth the terms and conditions that govern the provision and use of the VeilStream Offering.  
BY USING THE VEILSTREAM OFFERING (INCLUDING THE WEBSITE, AS DEFINED BELOW), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 13(k). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE VEILSTREAM OFFERING. CUSTOMER REPRESENTS AND WARRANTS TO VEILSTREAM THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE VEILSTREAM OFFERING ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO VEILSTREAM THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT. 

1.    Definitions
Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in this Section 1 as follows:
(a)    “Administrator User Account” means the administrator account for use by the Administrator User.
(b)    “Administrator Users” means those employees of Customer that are authorized by Customer to access and use the VeilStream SaaS Services on Customer’s behalf through an Administrator User Account.
(c)    “Affiliate” means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.
(d)    “Aggregated Data” has the meaning set out in Section 3(a).
(e)    “Amendment” has the meaning set out in Section 13(k).
(f)    “Applicable Laws” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.
(g)    “AUP” has the meaning set out in Section 2(h).
(h)    “Claim” means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand.
(i)    “Confidential Information” has the meaning set out in Section 8(a).
(j)    “Customer Data” means any data (other than Aggregated Data), information, content, records, and files that Customer (or any of its Permitted Users) loads or enters into, transmits to, or makes available to the VeilStream SaaS Services, including Personal Information provided by Customer or Permitted Users.
(k)    “Customer Systems” has the meaning set out in Section 2(f).
(l)    “Customer User Accounts” means the Employee User Accounts and Administrator User Accounts together.
(m)    “Discloser” has the meaning set out in Section 8(a).
(n)    “Documentation” means VeilStream's manuals, instructions or other documents or materials listed in an Order Form that VeilStream provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the VeilStream Offering, including any aspect of the installation, configuration, integration, operation, use, support or maintenance of them.
(o)    “Employee User Account” means each user account created by the Administrator User for its Employee Users.
(p)    “Employee Users” means those active employees of Customer that are permitted by Customer to access and use the VeilStream SaaS Services.
(q)    “Feedback” has the meaning set out in Section 3(c).
(r)    “Fees” has the meaning set out in Section 7(a).
(s)    “Force Majeure Event” has the meaning set out in Section 13(f).
(t)    “Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental, or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, court or other law, rule or regulation-making entity having or purporting to have jurisdiction over any person or matter related to this Agreement.
(u)    “Initial Term” has the meaning set out in Section 12(a).
(v)    “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. 
(w)    “Loss” or “Losses” means any and all losses, damages, Claims, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. 
(x)    “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.
(y)    “Order Form” means any VeilStream-provided ordering document, online registration, order description or order confirmation referencing these Terms and Conditions.
(z)    “Permitted User(s)” means Administrator Users and each Employee User and includes any Customer User Account.
(aa)    “Personal Information” means information about an identifiable individual transferred by Customer, or its permitted agents, to VeilStream hereunder.
(bb)    “VeilStream Indemnitee” has the meaning set out in Section 10(a).
(cc)    “VeilStream Offering” means the VeilStream SaaS Services and the VeilStream Downloadable Software. 
(dd)    “VeilStream SaaS Services” means the services through: (i) which VeilStream hosts and makes available VeilStream's database management platform as described in an Order Form; and (ii) any component or Modification of the services referred to in (i). 
(ee)    “VeilStream Downloadable Software” means a software component installed on Customer Systems in order to access the VeilStream SaaS Services, and any updates provided as part of the VeilStream SaaS Services.
(ff)    “VeilStream Property” has the meaning set out in Section 3(b).
(gg)    “Recipient” has the meaning set out in Section 8(a).
(hh)    “Renewal Term” has the meaning set out in Section 12(a).
(ii)    “Support Services” has the meaning set out in Section 6.
(jj)    “Term” means the Initial Term and any Renewal Term. 
(kk)    “Third Party Licensed Technology” means third party technology that is licensed under separate license terms and not under this Agreement. 
(ll)    “Website” means any websites used by VeilStream to provide the VeilStream SaaS Services, including the website(s) located at https://www.veilstream.com/, https://veilstream.com/, https://app.veilstream.com/ , and https://api.veilstream.com/ 

2.    The VeilStream Offering 
(a)    Provisioning of the VeilStream SaaS Services. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, VeilStream will make the VeilStream SaaS Services available to Customer on the terms and conditions set out in this Agreement during the Term.  Customer is responsible for identifying and authenticating all Permitted Users, for ensuring only Permitted Users access and use the VeilStream SaaS Services, and for Permitted Users’ compliance with this Agreement.  
(b)    Restrictions on Use. Customer will not itself, and will not permit others to:
    (i)    sub-license, sell, rent, lend, lease or distribute the VeilStream Offering or any Intellectual Property Rights therein, or otherwise make the VeilStream Offering available to any third parties other than Permitted Users;
    (ii)    use, download, or access the VeilStream Offering: 
        (A)    in violation of any Applicable Laws or Intellectual Property Right; or
        (B)    in a manner that threatens the security or functionality of the VeilStream Offering; 
        (C)    for any purpose or in any manner not expressly permitted in this Agreement; or
        (D)    from the following countries: North Korea, Iran, Syria, Russia, Belarus, Venezuela, Myanmar (Burma), Sudan, South Sudan, Cuba, Regions of Ukraine under Russian Control, Yemen, Zimbabwe.
    (iii)    Use, download, or access the VeilStream Offering to create, collect, transmit, store, use or process any Customer Data that: 
        (A)    Customer does not have the lawful right to create, collect, transmit, store, use or process; 
        (B)    violates any Applicable Laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or 
        (C)    contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
   (iv)    copy or modify the VeilStream Offering;
    (v)    reverse engineer, de-compile or disassemble the VeilStream Offering or any part of them;
    (vi)    access, download, or use the VeilStream Offering for purposes of benchmarking or competitive analysis of such VeilStream Offering;
    (vii)    access, download or use the VeilStream Offering for the purpose of building a similar or competitive product or service;
    (viii)    remove or obscure any proprietary notices or labels on the VeilStream Offering, including brand, copyright, trademark and patent or patent pending notices; 
    (ix)    breach or violate the terms and conditions of the AUP; or
    (x)    perform any vulnerability, penetration or similar testing of the VeilStream Offering.
(c)    Permitted Purpose. Customer may access and use the VeilStream Offering solely for Customer’s internal business purposes.
(d)    Suspension of Access; Scheduled Downtime; Modifications. VeilStream may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:
    (i)    suspend Customer’s access to or use of the VeilStream Offering or any component of them: 
        (A)    for scheduled maintenance; 
        (B)    due to a Force Majeure Event;
        (C)    if VeilStream believes in good faith that Customer or any Permitted User has violated any provision of this Agreement;
        (D)    to address any emergency security concerns; 
        (E)    if required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Laws; or
        (F)    for any other reason as provided in this Agreement; and 
    (ii)    make any Modifications to the VeilStream Offering.
Customer is required to accept all patches, bug fixes and updates made by or on behalf of VeilStream to the VeilStream Offering.

(e)    Subcontracting. VeilStream may engage third parties to provide the VeilStream Offering or any part of them.
(f)    Downloadable Software. Use of the VeilStream SaaS Services may require or include use of VeilStream Downloadable Software to be run directly on Customer’s systems (“Customer Systems”). As a result, VeilStream Downloadable Software may automatically download and install updates and upgrades from time to time from VeilStream. These updates are designed to improve, enhance and further develop the VeilStream SaaS Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. Customer consents to the installation of VeilStream Downloadable Software, including updates and upgrades (and authorizes VeilStream to deliver these to Customer) as part of Customer’s use of the VeilStream SaaS Services. Customer acknowledges that VeilStream Downloadable Software causes Customer Systems to communicate with VeilStream for the purposes described above. Notifications will be made in advance of any upcoming significant releases, maintenance or other event that may affect the VeilStream SaaS Services. Some emergency updates may be communicated after they are delivered. Customer, at its sole expense, agrees to provide compatible Customer Systems for the activation of VeilStream Downloadable Software and is responsible for upgrading and configuring Customer Systems to remain compatible with any minimum system requirements as required by VeilStream, during the Term.
(g)    Third Party Licensed Technology. If the VeilStream Offering contain or require the use of Third Party Licensed Technology, Customer will accept and comply with the license terms applicable to such Third Party Licensed Technology. If Customer does not agree to abide by the applicable license terms for any such Third Party Licensed Technology, then Customer should not install, access, or use such Third Party Licensed Technology. Any acquisition by Customer of Third Party Licensed Technology, and any exchange of data between Customer and any such provider of Third Party Licensed Technology is solely between Customer and the applicable Third Party Licensed Technology provider. VeilStream does not warrant or support Third Party Licensed Technology, even if they are designated by VeilStream as “certified” or otherwise recommended. VeilStream cannot guarantee the continued availability of Third Party Licensed Technology features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Licensed Technology ceases to make the Third Party Licensed Technology available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to VeilStream. VeilStream is not responsible for any disclosure, modification or deletion of Customer Data resulting from access to Customer Data by such Third Party Licensed Technology or their providers. 
(h)    PostgreSQL License. The VeilStream Offering uses the PostgreSQL Database Management System (formerly known as Postgres, then as Postgres95) open source software, to which the following terms apply: 
“Portions Copyright © 1996-2025, The PostgreSQL Global Development Group.
Portions Copyright © 1994, The Regents of the University of California.
Permission to use, copy, modify, and distribute this software and its documentation for any purpose, without fee, and without a written agreement is hereby granted, provided that the above copyright notice and this paragraph and the following two paragraphs appear in all copies.
IN NO EVENT SHALL THE UNIVERSITY OF CALIFORNIA BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF THE USE OF THIS SOFTWARE AND ITS DOCUMENTATION, EVEN IF THE UNIVERSITY OF CALIFORNIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE UNIVERSITY OF CALIFORNIA SPECIFICALLY DISCLAIMS ANY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE PROVIDED HEREUNDER IS ON AN "AS IS" BASIS, AND THE UNIVERSITY OF CALIFORNIA HAS NO OBLIGATIONS TO PROVIDE MAINTENANCE, SUPPORT, UPDATES, ENHANCEMENTS, OR MODIFICATIONS.”
(i)    Acceptable Use Policy. Please review VeilStream's current acceptable use policy, available at https://www.veilstream.com/aup (the “AUP”).

 

3.    Ownership; Reservation of Rights and License Grants
(a)    Subject to the rights granted in this Section 3, Customer retains all right, title and interest in and to Customer Data, including any Intellectual Property Rights in Customer Data. Customer grants to VeilStream, and its subcontractors a nonexclusive, worldwide, perpetual, royalty-free, irrevocable, sublicensable and fully paid-up right to access, collect, use, process, store, transfer, transmit, copy, modify, adapt, and display Customer Data to:
    (i)    provide the VeilStream Offering; 
    (ii)    improve and enhance the VeilStream Offering and its other offerings; and 
    (iii)    produce or generate data, information or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”).
VeilStream may use, process, store, disclose, transfer, transmit, copy, modify and display the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind. Aggregated Data is not Customer Data and is not Customer’s Confidential Information. 
(b)    VeilStream or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to: 
    (i)    the VeilStream Offering; 
    (ii)    anything used, developed or delivered by or on behalf of VeilStream under this Agreement; 
    (iii)    all other VeilStream's Confidential Information, including any reports generated from the VeilStream Offering or any Aggregated Data; 
    (iv)    Documentation; and
    (v)    any Modifications to the foregoing (i) to (iv),
(collectively “VeilStream Property”).
(c)    To the extent that Customer or any Permitted User submits ideas, suggestions, documents, or proposals regarding the VeilStream Offering to VeilStream (“Feedback”), Customer acknowledges and agrees that:
    (i)    the Feedback does not contain confidential or proprietary information and VeilStream is not under any obligation of confidentiality with respect to the Feedback; and
    (ii)    VeilStream will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Customer for such use.
(d)    Subject to the terms and conditions of this Agreement, VeilStream hereby grants to Customer:
    (i)    a revocable, non-exclusive, non-transferable, non-sublicensable (other than to Permitted Users as provided herein), limited license during the Term to use the VeilStream Downloadable Software solely for the purpose of facilitating the transfer of information from Customer Systems to the VeilStream SaaS Services; and
    (ii)    a revocable, non-exclusive, non-transferable, non-sub-licensable (other than to Permitted Users as provided herein), limited license during the Term to use the Documentation solely for the purpose of use and receipt of the VeilStream Offering.

4.    Privacy
To the extent Customer Data includes Personal Information, VeilStream will: 

(a)    only use Personal Information for the purposes of fulfilling VeilStream's obligations and exercising its rights in accordance with the Agreement and as otherwise instructed by Customer in writing from time to time;  
(b)    not disclose any Personal Information to any third party without the prior written consent of Customer except as permitted hereunder; 
(c)    where any disclosure or transfer of Personal Information is required by law, promptly notify Customer in writing before complying with any such requirement for disclosure (except where legally prohibited from doing so);
(d)    implement commercially reasonable physical, technical, administrative and other organizational measures designed to safeguard the Personal Information against loss, theft, damage, or unauthorized or unlawful access or processing;
(e)    only store and access Personal Information from servers located in Canada and the U.S. unless Customer provides prior written consent to store or access Personal Information in another jurisdiction; 
(f)    limit access to Personal Information only to those employees and subcontractors who need to have access to the Personal Information for the purposes of VeilStream fulfilling its obligations hereunder;  
(g)    notify Customer as soon as reasonably practicable upon becoming aware of any loss, theft, unauthorized access to or disclosure of Personal Information, and comply with all reasonable instructions of Customer in connection therewith; 
(h)    enter into a written agreement with each subcontractor or third party that has access to Personal Information that imposes obligations on the subcontractor or third party that are substantially similar to those imposed on VeilStream in this Section 4; and
    (i)    upon the termination of this Agreement, VeilStream will comply with the retention and destruction requirements set out in Section 8(e) of this Agreement. 

5.    Customer User Account; Responsibility for Permitted Users
(a)    In order for Customer to access and use the VeilStream SaaS Services, VeilStream will issue one or more Administrator User Accounts to Customer that provides the Administrator User with the capability to create Employee User Accounts for its Employee Users. 
(b)    Customer will ensure that a Permitted User only uses the VeilStream SaaS Services through the Permitted User’s assigned Customer User Account. Customer will not allow any Permitted User to share a Customer User Account with any other person. Customer will promptly notify VeilStream of any actual or suspected unauthorized use of the VeilStream SaaS Services. VeilStream reserves the right to suspend, deactivate, or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose. 

6.    Support
Customer will generally have access to VeilStream's technical support: (i) from 9:00 am Pacific Time Zone to 5:00 pm Pacific Time Zone each Monday to Friday (excluding statutory and civic holidays observed in Vancouver, British Columbia, Canada); and (ii) via email at info@veilstream.com (“Support Services”). VeilStream may amend the Support Services from time to time in its sole discretion.

7.    Fees and Payment
(a)    Fees.  Customer will pay to VeilStream the fees described in any Order Form (the “Fees”).  Unless otherwise noted on an Order Form: (i) all Fees identified are in US dollars; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term. 
(b)    Changes to the Fees.  VeilStream reserves the right to change the Fees and institute new charges upon providing not less than 30 days prior notice to Customer.
(c)    Invoicing.  All Fees for the Pro and Enterprise plans are payable immediately, by credit card, at the time of plan selection. 
(d)    Late Payment.  Customer may not withhold or setoff any amounts due under this Agreement.  Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. If Customer has not paid all due and undisputed Fees within 10 days of the date that such Fees become due, VeilStream reserves the right to suspend Customer’s access to the VeilStream Offering and any delivery of Professional Services until all due and undisputed amounts are paid in full.
(e)    Taxes.  The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of VeilStream.
(f)    Suspension.  Any suspension of the VeilStream Offering by VeilStream pursuant to this Agreement will not excuse Customer from its obligation to make payments under this Agreement.

8.    Confidential Information
(a)    Definitions.  For the purposes of this Agreement, a Party or any of its Affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be “Recipient”, the Party disclosing such information will be “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its Affiliates, and in the case of VeilStream, any of its service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser’s past, present or future customers, suppliers, technology or business, VeilStream Property, this Agreement and where Discloser is Customer, Customer’s Confidential Information includes Customer Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (iv) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.  
(b)    Confidentiality Covenants.  Recipient hereby agrees that during the Term and at all times following the Term it will:
    (i)    not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except: (A) if Recipient is Customer, to its own employees, Permitted Users, or such other recipients as VeilStream may approve in writing; or (B) if Recipient is VeilStream, to its and its Affiliate’s employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns, or such other recipients as Customer may approve in writing, provided that any person described in Section 8(b)(i)(A) or Section 8(b)(i)(B)  must have a “need to know” for the purposes of receiving or providing the VeilStream Offering, be informed of the confidential nature of the Confidential Information, be directed to hold the Confidential Information in confidence and agree in writing, or otherwise be legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement;
    (ii)    not use Confidential Information of Discloser or permit it to be accessed or used for any purpose except to exercise its rights or perform its obligations under this Agreement; 
    (iii)    not alter or remove from any Confidential Information of Discloser any proprietary legend; and
    (iv)    maintain the Confidential Information of Discloser in strict confidence, which will include taking measures to protect the confidentiality and security of such Confidential Information using a reasonable standard of care, and no less than the standard of care taken to protect its own Confidential Information of similar sensitivity.
(c)    Exceptions to Confidentiality.  Notwithstanding Section 8(b), Recipient may disclose Discloser’s Confidential Information: 
    (i)    only if and to the extent legally compelled or required by a Governmental or Regulatory Authority, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) cooperate fully with Discloser in protecting against or limiting any such disclosure, including obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure; 
    (ii)    to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or 
    (iii)    in the case of VeilStream, to potential investors, assignees, acquirers or successors of VeilStream if and to the extent such persons need to know such Confidential Information in connection with a potential investment, sale, merger, amalgamation or other corporate transaction involving the business or assets of VeilStream.
(d)    Injunction and other equitable relief.  Each of the Parties acknowledge that disclosure of Discloser’s Confidential Information or any other breach of this Section 8 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 8 and to the specific enforcement of the terms of this Section 8, in addition to any other remedy to which Discloser would be entitled. 
(e)    Return of Confidential Information.  Upon written request by a Discloser or upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 12(c)) of the other Party in its possession or control within a reasonable amount of time in accordance with Recipient’s data destruction practices. Notwithstanding the foregoing, VeilStream may retain any electronically archived Customer’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 8. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 8.   

9.    Warranty; Disclaimer
(a)    Customer Warranty.  Customer represents, warrants, and covenants to VeilStream that Customer has obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and continues to have all necessary authority in and relating to the Customer Data (including Personal Information) for VeilStream to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Laws, including applicable privacy laws, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and will inform VeilStream immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon.
(b)    GENERAL DISCLAIMER.  VEILSTREAM DOES NOT WARRANT THAT THE VEILSTREAM OFFERING WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE VEILSTREAM OFFERING EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE VEILSTREAM OFFERING (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY VEILSTREAM TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY LICENSED TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY.  
(c)    TO THE EXTENT PERMITTED BY APPLICABLE LAWS, VEILSTREAM HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, VEILSTREAM EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE VEILSTREAM OFFERING (OR ANY PART OF THEM), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

10.    Indemnities
(a)    Customer Indemnity.  Customer will defend, indemnify and hold harmless VeilStream, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a “VeilStream Indemnitee”) from and against any and all Losses incurred by a VeilStream Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a VeilStream Indemnitee) that arise from or relate to: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations, warranties or covenants under the AUP; (iii) unauthorized use of the VeilStream Offering by Customer or any Permitted User; or (iv) use of the VeilStream Offering (or any part of them) by Customer or any Permitted User in combination with any third party software, application or service.  
(b)    Indemnification Procedure.  VeilStream will promptly notify Customer in writing of any Claim for which VeilStream believes it is entitled to be indemnified pursuant to this Section 10. VeilStream will cooperate with Customer at Customer’s sole cost and expense. Customer will promptly take control of the defense and investigation of such Claim (although the Customer will not settle any Claim without VeilStream’s prior written consent) and will employ counsel of its choice to handle and defend the same, at the Customer’s sole cost and expense. VeilStream’s failure to perform any obligations under this Section 10(b) will not relieve Customer of its indemnity obligations under this Section 10 except to the extent that Customer can demonstrate that it has been materially prejudiced as a result of such failure. VeilStream may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

11.    Limitation of Liability
The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

(a)    AMOUNT.  IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY (INCLUDING ANY PREVIOUSLY PAID LOSSES) OF VEILSTREAM IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE VEILSTREAM OFFERING IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO THE LOSSES.FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL VEILSTREAM'S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
(b)    TYPE.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT WILL VEILSTREAM BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES. 

12.    Term and Termination
(a)    Term. This Agreement will commence on the Effective Date and continue to be in effect for the period set out in an Order Form (the “Initial Term”), unless terminated earlier in accordance with this Agreement. This Agreement will automatically renew for successive periods as set out in an Order Form (each a “Renewal Term”), unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Term. 
(b)    Termination for Cause.  Either Party may terminate this Agreement, by giving to the other Party written notice of termination upon the occurrence of any of the following events: 
    (i)    the other Party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer’s payment obligations under Section 7) and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately;
    (ii)    the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or 
    (iii)    any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution.
(c)    Effect of Termination.  Upon the effective date of the expiration or termination of this Agreement :
    (i)    Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using VeilStream SaaS Services, and delete the VeilStream Downloadable Software from Customer Systems; 
    (ii)    Customer will return any VeilStream Property in its possession and certify in writing to VeilStream that the VeilStream Property has been returned; 
    (iii)    no new Order Forms may be agreed to or entered into by the Parties and all Order Forms will terminate;
    (iv)    all Fees due and payable and any amounts due to VeilStream are immediately due and are to be immediately paid by Customer to VeilStream. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund; and   
(d)    Survival.  The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights; and License Grants), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Warranty; Disclaimer), Section 10 (Indemnities), Section 11 (Limitation of Liabilities), Section 13 (General Provisions), Section 12(d) (Effect of Termination) and this Section 12(d) (Survival).

13.    General Provisions
(a)    Notices.  Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to VeilStream, to the following address:
Suite 1500, 701 West Georgia Street
Vancouver, BC
V7Y 1G5  Canada
Attention: VeilStream c/o Steven Jones

Email: info@veilstream.com

and (ii) if to Customer, to the current postal or email address that VeilStream has on file with respect to Customer. VeilStream may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with VeilStream current at all times during the Term.

(b)    Assignment.  Customer will not assign or transfer this Agreement, or transfer or subcontract any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of VeilStream. Any purported assignment or delegation by Customer to any third party in violation of this Section will be null and void. VeilStream may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of Customer. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
(c)    Governing Law and Attornment. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of British Columbia and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing,  VeilStream may: (i) seek remedies to collect unpaid Fees from Customer; and (ii) seek remedies with respect to a violation of VeilStream's Intellectual Property Rights or Section 8 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
(d)    Export Restrictions.  Customer will comply with all export laws and regulations under Applicable Laws that may apply to its access to or use of the VeilStream Offering.  VeilStream makes no representation or warranty that the VeilStream Offering may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.  
(e)    Construction.  Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise.  The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of a Party in this Agreement, mean the right of such Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.
(f)    Force Majeure Event.  Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the VeilStream Offering (“Force Majeure Event”). This Section does not apply to any of Customer’s obligations under Sections 7, 8, or 10.  In the event of any failure or delay caused by a Force Majeure Event, the affected Party will give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
(g)    Severability.  Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect. 
(h)    Waiver.  A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions. 
(i)    Further Assurances. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. 
(j)    Entire Agreement. This Agreement (including all Order Forms) constitutes the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the VeilStream Offering; and (ii) do not override or form a part of this Agreement (including any Order Form). 
(k)    Amendments.  No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby.  Notwithstanding the preceding sentence, VeilStream may unilaterally amend this agreement, in whole or in part (each, an “Amendment”), by giving Customer 30 days prior notice of such Amendment or posting notice of such Amendment on the Website. Unless otherwise indicated by VeilStream, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Customer or is posted on the Website (whichever is the earlier). 
(l)    Customer Lists.  VeilStream may identify Customer by name and logo as a VeilStream customer on VeilStream's website and on other promotional materials. Any goodwill arising from the use of Customer’s name and logo will inure to the benefit of Customer. 
(m)    Order of Precedence. To the extent of a conflict between these Terms and Conditions and any Order Forms:
    (i)     in respect of Section 3 (Ownership; Reservation of Rights), Section 8 (Confidential Information), Section 9 (Warranty; Disclaimer), Section 10 (Indemnities), Section 11 (Limitation of Liabilities), Section 12(d) (Survival) and Section 13 (General Provisions, including this Section 13(m)), these Terms and Conditions will prevail; and 
    (ii)    for all other Sections, unless the Order Form expressly states that it modifies or varies these Terms and Conditions, these Terms and Conditions will prevail.
(n)    English Language.  The Parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.