Veertu, Inc. Support Services Terms and Conditions

(For Anka Software Products)



Veertu, Inc., a Delaware corporation, shall provide Technical Support and Subscription Services (as defined herein) (collectively, the “Services”) to the Customer, as per the terms outlined below. The Effective Date, Software, and Services level will be set forth Customer’s invoice or purchase order.

This document was last updated on 09 Oct 2017.

1. Definitions.

1.1 “Error” means a failure in the Software to materially conform to the specifications described in the applicable product documentation (“Documentation”).

1.2 “Services Fees” means the fees for Services specified in a corresponding Veertu invoice.

1.3 “Services Period” means the period for which Customer has purchased the Services and any subsequent renewal periods and shall commence: (a) for Software Licenses for which Services are mandatory, on the date the applicable Software License Key(s) are made available for download, and (b) for Software Licenses for which Services are optional, on the date of purchase of the Services.

1.4 “Severity” is a measure of the relative impact an Error has on the use of the Software, as defined by Veertu, and assigned by Customer when opening a Support request.

The following Severity levels apply to all Software:

(a) “Severity One” means Customer’s use of the software is completely impaired.

(b) “Severity Two” means a partial, non-critical loss of functionality of the software such that: (i) the operation of some component(s) is impaired but allows the user to continue using the Software; or (ii) initial installation milestones are at minimal risk.

(c) “Severity Three” means general usage questions and cosmetic issues, including errors in the Documentation.

1.5 “SLA” is the measure of response time on the first contact from Veertu team for a service issue created.

1.6 “Software” means software offered on the Veertu price list, and all components shipped with the Software, including Open Source components.

1.7 “license Subscription” means any Minor Releases and Major Releases (each defined below) to the Software and their documentation that Veertu provides to Customer as part of software licensing.

(a) “Minor Release” means a generally available release of the Software that (i) introduces a limited amount of new features, functionality and minor enhancements; (ii) fixes for high severity and high priority bugs identified in the current release, and (iii) is designated by Veertu by means of a change in the last digit to the right of the decimal point (e.g., Software 1.0.1>>Software 1.0.2).

(b) “Major Release,” also known as an “Upgrade,” means a generally available release of the Software that (i) contains functional enhancements and extensions, (ii) fixes for high severity and high priority bugs, and (iii) is designated by Veertu by means of a change in the first digit to the right of the decimal point (e.g., e.g., Software 1.0.1>>Software 1.1.0)

1.8 “Technical Support” means the provision of telephone or web-based technical assistance by Veertu to Customer’s technical contact(s) with respect to installation, Errors, and technical product problems, at the corresponding Services level purchased by Customer.

1.9 “Third Party Products” means any software or hardware that is manufactured by a party other than Veertu and is either: (i) not delivered with the Software; or (ii) not incorporated into the Software.



2. Service Terms.

2.1 Provision of Services. Subject to the terms of this Agreement, Veertu shall provide Services to Customer during the Services Period at the Services level purchased. Customer’s use of a Subscription Services release will be subject to the terms of the Veertu Product Guide posted at https://veertu.com/terms-and-conditions/ on the date Customer first installs that release.

2.2 End of Availability. Veertu may, at its discretion, decide to retire Software release and/or Services from time to time (“End of Availability”). Veertu shall publicly post for all customers notice of End of Availability, including the last date of general commercial availability of the affected Software release and the timeline for discontinuing Services, at https://www.veertu.com. Veertu shall have no obligation to provide Services for Software release that is outside of the applicable Service life. Please read the following legally binding License Agreement between Veertu and Licensee carefully. By selecting the accept option, or installing, copying or otherwise using the Anka Products, Licensee acknowledges that Licensee has read, understands, and agrees to be bound by the terms and conditions of this License Agreement, including without limitation the terms and conditions of documents and policies which are incorporated herein by reference.

2.3 Purchase Requirements.

(a) Except as otherwise provided for by Veertu, Customer may purchase Add-on Services only for the most current, generally available release of the Software.

(b) Customer must purchase and/or renew Services at the same Services level for all of the licenses for a particular Software product or suite that has been or is being installed in a given environment.

(c) Except as otherwise provided in the applicable price list, the minimum term for any Service offering is one (1) year.

(d) These Services Terms and conditions will automatically update to Veertu’s then-current Services terms and conditions set forth at http://www.veertu.com/support/services/ upon any renewal of Services. If Licensee does not agree to the terms and conditions of this License Agreement, Licensee is not authorized to install or otherwise use the Products for any purpose whatsoever.

2.4 Exclusions.

(a) Services do not cover problems caused by the following:

(i) unusual external physical factors such as inclement weather conditions that cause electrical or electromagnetic stress or a failure of electric power, air conditioning or humidity control; neglect; misuse; operation of the Software with other media not in accordance with the manufacturer’s specifications; or causes other than ordinary use;

(ii) use of the Software that deviates from any operating procedures as specified in the Documentation;

(iii) Third Party Products, other than the interface of the Software with the Third Party Products;

(iv) Modified Code;

(v); use of the Software with unsupported tools (i.e., Java Development Kit (JDK); Java Runtime Environment (JRE)), APIs, interfaces or data formats other than those included with the Software and supported as set forth in the Documentation. Customer may request assistance from Veertu for such problems, for an additional fee.

(b) In the event that Veertu suspects that a reported problem may be related to Modified Code, Veertu, may, in its sole discretion,

(i) request that the Modified Code be removed, and/or

(ii) inform Customer that additional assistance may be obtained by Customer from Veertu for an additional fee.

2.5 Customer Responsibilities.

Veertu’s obligations regarding Services are subject to the following:

(a) Customer agrees to receive from Veertu communications via e-mail, telephone, and other formats, regarding Services (such as communications concerning support coverage, Errors or other technical issues and the availability of new releases of the Software options).

(b) Customer’s technical contact shall cooperate to enable Veertu to deliver the Services.

(c) Customer is solely responsible for the use of the Software by its personnel and shall properly train its personnel in the use and application of the Software.

(d) Customer shall promptly report to Veertu all problems with the Software, and shall implement any corrective procedures provided by Veertu reasonably promptly after receipt.

(e) Customer is solely responsible for protecting and backing up the data and information stored on the computers on which the Software is used and should confirm that such data and information is protected and backed up in accordance with any internal or regulatory requirements as applicable, before contacting Veertu for Technical Support. Veertu is not responsible for lost data or information in the event of errors or other malfunction of the Software or computers on which the Software is used.

(f) Customer will have dedicated resources available to work on Severity One Errors.



3. Services Offerings and Fees.

3.1 Standard Services Fee Terms.

(a) Standard service is included in the license subscription pricing.

(b) Standard service includes forty-eight hours response SLA via email and/or web on all support tickets.

3.2 Add-on Services Fee Terms.

(a) Add-on Services Fees are payable on the Effective Date or, in the case of a renewal term, no later than the date of commencement of the applicable Services Period. Add-on Services Fees are specified in the applicable price list and are non-refundable.

(b) Add-on support service includes twenty four hour response SLA via email and/or web for severity one and severity two tickets and forty eight hour response SLA via email and/or web for severity three issues and tickets.



4. Miscellaneous Terms

4.1 Payment Terms. Veertu will invoice Customer for Services promptly following Customer’s purchase. All invoices issued hereunder by Veertu are due and payable within thirty (30) days of the date of the invoice. By placing an order for Services, Customer represents that Customer is authorized pursuant to applicable laws and regulations to commit to payment prior to completion of the Services Period, as set forth herein. Services Fees are exclusive of any taxes, duties, or similar charges imposed by any government. Customer shall pay or reimburse Veertu for all federal, state, dominion, provincial, or local sales, use, personal property, excise, value added, withholding or other taxes, fees, or duties relating to the transactions contemplated by this Agreement (other than taxes on the net income of Veertu). Amounts not paid on time are subject to a late charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law. If payment of any Services Fee is overdue, Veertu may also suspend performance until such delinquency is corrected.

4.2 Limited Warranty. Veertu warrants that the Services to be performed hereunder will be done in a workmanlike manner and shall conform to industry standards. Upon Customer providing Veertu with a reasonably detailed written notice to cure within thirty (30) days of the occurrence of the nonconformance, Veertu will re-perform the Services to achieve commercially reasonable conformance with the above warranty. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY IS GIVEN EXPRESSLY AND IN PLACE OF ALL OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT MANDATED BY LAW, THIS REMEDY WILL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO NON CONFORMANCE OF SERVICES.

4.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VEERTU SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING FROM ITS PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO CUSTOMER. VEERTU’S LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE SERVICES FEES PAID BY CUSTOMER TO VEERTU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT MOST DIRECTLY GIVING RISE TO THE CLAIM.

4.4 Termination. Veertu may terminate the Agreement and all Services at any time if (1) it is discovered that Customer is currently in breach of its Software license restrictions, pursuant to Customer’s Software license or (2) Customer is in material breach of this Agreement.

4.5 Data Sharing. Customer acknowledges that correspondence and log files generated in conjunction with a request for Services may contain sensitive, confidential or personal information. Customer is solely responsible for taking the steps it considers necessary to protect such data, including obfuscating the logs or otherwise guarding such information prior to sending it to Veertu.

4.6 Other. Customer may not assign or delegate this Agreement to any third party without the prior written consent of Veertu. This Agreement shall be governed by the laws of the State of California without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California. This Agreement constitutes the entire agreement between the parties with respect to the provision of the Services by Veertu to Customer, and supersedes all prior written or oral communication, understandings and agreements. This Agreement may not be amended except in a written document signed by both parties. Any waiver of the provisions of this Agreement must be in writing to be effective. Except as expressly set forth herein, no terms of any purchase order or other business forms that Customer may use will affect the obligations of the parties under this Agreement, and any such purchase order or other business forms of Customer which contains additional or conflicting terms are hereby rejected by Veertu. Customer agrees that purchase orders do not have to be signed to be valid and enforceable. If any provision of this Agreement is found to be invalid or unenforceable, the remaining terms will continue to be valid and enforceable to the fullest extent permitted by law. The version of the Technical Support guide found at https://ankadoc.bitbucket.io/ and the policies located at https://veertu.com/terms-and-conditions/ are the governing versions of such documents/policies; any translation into other languages is for convenience only. Veertu may update the Technical Support guide and support policies periodically, without prior notice. Where a reseller, service provider, consultant, contractor or other party downloads, installs, manages or otherwise uses the Products on Licensee’s behalf, such party will be deemed to be Licensee’s agent and (i) Licensee will be deemed to have accepted all of the terms and conditions of this License Agreement, and (ii) to the extent permitted by applicable law, Licensee, not Veertu, shall be responsible for the acts or omissions of such party in relation to its management or use of the Products on Licensee’s behalf.