Vamu Master Subscription Agreement (MSA)

1.1 Definitions

In this MSA:

• Services: refers to Vamu’s cybersecurity, compliance, monitoring, and related services as specified in the applicable Order Form or the Trial Services.
• Order Form: describes the specific Services, term, and fees for which the Customer is subscribing.
• Customer Information: refers to any data, content, or information the Customer provides to Vamu for Service use.
• Authorized Users: means individuals authorized by the Customer to use the Services.
• Confidential Information: includes non-public information provided by one party to another, including information about the Services or Customer's compliance needs.

1.2 Scope of Services

Vamu will provide access to the Services as defined in the Order Form, supporting the Customer’s compliance, security, and risk management. Access is granted solely for the Customer's internal business purposes, as specified in the Order Form.

1.3 Modifications to Services

Vamu reserves the right to modify, discontinue, or add features to the Services. Material changes that affect Customer usage will be communicated at least 60 days in advance, with adjustments to Order Form terms or fees mutually agreed upon.

2.1 Account Registration

To access certain features of the Services, the Customer may be required to register an account and provide accurate information, maintaining its accuracy throughout the MSA term.

2.2 Authorized Users

The Customer may authorize its employees, contractors, or agents to use the Services. Customer is responsible for ensuring compliance by Authorized Users and remains liable for any breaches by them.

2.3 Prohibited Uses

Customer agrees not to:

• Reverse-engineer or decompile any Service source code;
• Use automated scripts or bots to interact with Services;
• Interfere with or disrupt Service integrity or performance;
• Use Services to collect or store sensitive data outside of the compliance monitoring scope, including health or financial account data.

3.1 Fees

Fees for Services are outlined in the Order Form. Customer agrees to pay fees, including applicable taxes, within the specified period. Vamu reserves the right to adjust fees upon renewal, with at least 60 days' advance notice.

3.2 Billing and Payment

Payments are due on the Effective Date and at the start of each Renewal Term or as specified in the Order Form. Accepted methods include credit card, ACH, or wire transfer. Payment terms are net thirty (30) days unless otherwise agreed.

3.3 Non-Payment

In the event of non-payment, Vamu may suspend or terminate access. Interest on overdue payments may be charged at 1.5% per month or the maximum rate allowed by law.

3.4 Fee Changes

Changes to fees will be communicated at least 60 days before the start of a new term and will take effect upon renewal or as specified.

4.1 Data Collection and Usage

Vamu collects Customer Information to deliver, optimize, and improve Services, as outlined in the Privacy Policy available at https://vamu.io/privacy-policy.

4.2 Data Security

Vamu adheres to industry-standard security practices, including encryption, access controls, and regular audits. Vamu complies with data protection laws such as GDPR, SOC 2, or equivalent frameworks as applicable. However, complete immunity from unauthorized access cannot be guaranteed.

4.3 Data Processing

Customer authorizes Vamu to process Customer Information as described in this MSA and Order Form. Vamu will comply with applicable data protection laws.

4.4 Data Retention and Deletion

Upon termination or expiration of this MSA, Customer Information will be retained or deleted according to Vamu’s data retention policy unless Customer requests otherwise or as legally required. Confidential Information and Customer data not retained for legal or compliance reasons will be deleted or anonymized within 90 days after termination.

5.1 Vamu Ownership

Vamu retains intellectual property rights in the Services, including software, documentation, and enhancements. Unauthorized use or reproduction of Vamu’s intellectual property is prohibited.

5.2 Customer Feedback

Customer feedback may be incorporated at Vamu’s discretion. Customer grants Vamu a non-exclusive, perpetual, irrevocable, royalty-free license to use feedback without compensation.

5.3 License to Use Customer Information

Customer grants Vamu a limited license to access and use Customer Information solely to provide and improve the Services.

6.1 Confidential Information

Confidential Information includes non-public business, technical, and financial information. Both parties agree not to disclose Confidential Information without prior consent.

6.2 Exclusions

Confidential Information excludes information that (a) is publicly known, (b) was independently developed, or (c) is legally required to be disclosed, with prior notice given where possible.

6.3 Return of Information

Upon termination, each party will return or destroy the other party’s Confidential Information unless required by law. Vamu agrees to retain Confidential Information only as needed for legal or compliance reasons and will securely delete any retained data within 90 days following termination.

7.1 Service Warranty

Vamu will make commercially reasonable efforts to provide Services with skill and care, but does not guarantee uninterrupted or error-free service.

7.2 Disclaimers

Except as stated, Vamu disclaims all warranties, express or implied, including implied warranties of merchantability, fitness, and non-infringement.

8.1 Exclusion of Certain Damages

Neither party is liable for indirect, incidental, or consequential damages, including lost revenue, data, or profits.

8.2 Liability Cap

Vamu’s liability is limited to the amount paid by Customer in the previous 12 months or $100 if no fees were paid.

9.1 Indemnification by Vamu

Vamu will defend and indemnify Customer against third-party claims arising from infringement due to authorized use of Services.

9.2 Indemnification by Customer

Customer will indemnify and hold Vamu harmless from claims arising from misuse of the Services, MSA breaches, or law violations.

10.1 Term

This MSA is effective from the Effective Date and will renew per the Order Form unless terminated.

10.2 Termination for Cause

Either party may terminate for cause if the other breaches a material term and fails to cure it within thirty (30) days.

10.3 Effect of Termination

Upon termination, all rights under this MSA will cease. Vamu will disable access to Services and may delete Customer Information as legally required.

11.1 Governing Law

This MSA is governed by the laws of the Dubai International Financial Centre (DIFC), excluding its conflicts of law principles.

11.2 Arbitration

The parties agree to resolve any disputes arising out of or in connection with this MSA through binding arbitration under the DIFC-LCIA Arbitration Centre Rules. The arbitration will be conducted in the DIFC, with the proceedings in English. Each party will bear its own legal costs unless the arbitration award specifies otherwise.

11.3 Venue for Litigation

If litigation is necessary and not subject to arbitration, it will occur exclusively in the DIFC Courts. The parties hereby agree to submit to the exclusive jurisdiction of the DIFC Courts for any legal proceedings arising out of or related to this MSA.

12.1 Entire Agreement

This MSA, together with the Privacy Policy and Order Form, constitutes the entire agreement between parties, superseding previous agreements.

12.2 Assignment

Neither party may assign this MSA without the other's prior written consent, except for affiliates or in cases of merger or acquisition.

12.3 Severability

If a provision is deemed unenforceable, remaining terms continue in full effect.

12.4 Waiver

Failure to enforce a provision does not constitute a waiver of that or any other provision.

13.1 Uptime Commitment

Vamu commits to providing at least 99.5% uptime for the Services, excluding scheduled maintenance or circumstances beyond its control.

13.2 Scheduled Maintenance

Vamu will notify Customers of scheduled maintenance at least 48 hours in advance. Maintenance will typically occur during non-peak hours to minimize disruption.

13.3 Remedies for Downtime

If uptime falls below 99.5% in any given calendar month, Customer may be eligible for service credits as specified in the Order Form. Service credits are the sole remedy for downtime.