Terms & Policies
Last updated: March 23, 2023
V1.0 - Last edited on Mar 23, 2023
IMPORTANT NOTICE
The access and use of Vasco’s revenue operation and management platform and related services by Vasco HQ Inc., its affiliates or subcontractors is subject to the terms below. This is a legal agreement between you (“Client”) and Vasco governing platform access and service provision.
By clicking “Accept” or signing documentation, you agree to be bound by these terms. If you represent a company, you warrant having legal authority to bind that entity. If you lack such authority or disagree with any terms, you may not use the platform or services.
Vasco reserves the right to modify this agreement at any time without prior notice. Changes are posted at vasco.app/legal/terms-of-service. Your continued use constitutes acceptance. For material changes affecting your relationship, Vasco will use commercially reasonable efforts to notify you via email, account login notice, or prominent platform posting.
1. INTERPRETATION
1.1 Definitions
Affiliate — Any entity directly or indirectly controlling, controlled by, or under common control with another entity, including ownership of 50%+ voting securities or ability to elect majority board members.
Confidential Information — Non-public, proprietary information of either party, including business details, intellectual property, technology, and trade secrets, in any format, whether orally or written.
Client Data — All electronic data or information uploaded, inputted, stored via the Platform, or provided to Vasco for service purposes, regardless of format.
Documentation — All written, online, or other materials relating to the Services.
Force Majeure — Circumstances beyond reasonable control: natural disasters, government acts, floods, fires, earthquakes, pandemics, quarantines, civil unrest, terrorism, strikes, labor problems, ISP failures, or denial of service attacks.
Intellectual Property — All ideas, inventions, methods, software, databases, designs, drawings, website content, marketing materials, and improvements thereto.
Intellectual Property Rights — Patents, copyrights, trademarks, trade names, proprietary rights, and related registrations.
Malicious Code — Viruses, worms, time bombs, Trojan horses, and other harmful code or programs.
Patches — Updates, upgrades, patches, bug fixes, and interim modifications to the Platform.
Platform Data — (A) Data provided by Vasco through the Platform; (B) All other data generated by the Platform, including metadata and anonymized/non-identifiable Client Data. Client acknowledges Platform Data inputs the platform’s proprietary algorithms.
Process — Any operation on data performed by automated or other means: collection, recording, organization, structuring, storage, adaptation, access, retrieval, consultation, use, disclosure, dissemination, combination, restriction, erasure, or destruction.
Quote — Quotes or similar documents between parties incorporating agreement terms, services ordered, service term, and corresponding fees.
Third Party Material — Intellectual property wholly or partially owned/controlled by third parties.
Trademarks — Trademarks, trade names, brands, trade dress, business names, domain names, designs, graphics, logos, commercial symbols, indicia of origin (registered or not), and associated goodwill.
User — Employee, independent contractor, consultant, or agent of Client or its Affiliates who is: (i) authorized to access and use Services; (ii) has ordered subscriptions; (iii) has been supplied user identification codes and passwords.
Vasco Intellectual Property — All intellectual property developed by or first conceived/reduced to practice by Vasco, its Affiliates, licensors, or third parties on Vasco’s behalf relating to the Platform, Platform Data, Services, Documentation, and related products/services.
1.2 Expressions
“Including” or “includes” means “including without limitation.”
1.3 Order of Precedence
In inconsistencies between Agreement provisions and Quote(s), the Quote(s) provisions prevail.
1.4 Standard Forms
Client terms, conditions, order forms, or transmitted documents shall not modify, amend, or supplement the Agreement terms.
1.5 Language
The parties requested this Agreement and related documents be drafted in English. Les Parties ont exige que le Contrat, ainsi que tous les documents y afferents, soient rediges en anglais.
2. SERVICES
2.1 Scope of Services
Subject to agreement terms, applicable Quote(s), and full fee payment, Vasco shall: (i) make its Platform available to Client and Affiliates (the “Platform Services”); and/or (ii) provide professional services per Section 3 (the “Professional Services” and collectively, the “Services”).
2.2 Specifications
Service access and use by Client, Affiliates, and Users may be subject to specifications/restrictions in the applicable Quote. Client acknowledges fees may be based on estimates, adjusted over time based on actual usage per the Quote’s metrics.
3. PROFESSIONAL SERVICES
3.1 Scope
Vasco may provide professional services including implementation, testing, training, and related services per the applicable separate Quote (the “Professional Services”).
3.2 Assumptions
Client acknowledges and agrees that: (i) inherent uncertainties exist in professional services and Client’s system environment; (ii) Vasco’s performance depends on: (A) assumptions in the applicable Quote; (B) Client’s timely satisfaction of Client obligations. Client also acknowledges Vasco is not responsible for delays due to Force Majeure events.
3.3 Changes
During a Quote’s term, Client may request written changes to Professional Services (each a “Change Request”). If Vasco accepts in writing, it amends the Quote and forms an integral part. Client assumes all additional costs from Change Requests.
3.4 Ownership of Deliverables
Unless otherwise written in a Quote, Vasco owns all rights, title, and interest in deliverables and work products (software code, specifications, reports, notes, interfaces, Documentation) conceived, developed, acquired, or reduced to practice in connection with this Agreement (the “Deliverables”), and all related Intellectual Property Rights.
3.5 Approval of Deliverables
Approval procedures (if any) for Deliverables are set out in the applicable Quote(s).
3.6 Resource Cancellation Policy
Scheduled Professional Services dates/times may be cancelled or rescheduled without charges if Vasco receives at least 7 days’ prior notice. Otherwise, Client: (i) may face cancellation fees up to 50% of the agreed Fee estimate; (ii) must reimburse Vasco for expenses/change fees incurred. Vasco uses commercially reasonable efforts to minimize costs associated with cancellations.
4. PLATFORM SERVICES
4.1 Scope
Subject to agreement terms, applicable Quote(s), and full fee payment per the Quote’s schedule, Vasco makes the Platform available to Client, Affiliates, and Users. Vasco uses commercially reasonable efforts to maintain Platform availability 24 hours daily, 7 days weekly.
4.2 Amendments; Patches
Client acknowledges Vasco may amend or update the Platform at its sole discretion. Client must accept all Patches necessary for proper function and security. Except for emergency/security maintenance, Vasco uses commercially reasonable efforts to coordinate Patch scheduling based on standard maintenance periods.
4.3 Service Suspension
Vasco may suspend Client’s account or Platform access if: (i) Client or a User breaches the Agreement and doesn’t remedy within 15 days of written notice; (ii) Vasco detects fraud, security breaches, or similar threats that could damage the Platform, Vasco’s IT infrastructure, or Client Data; (iii) Vasco undertakes scheduled maintenance. Vasco uses commercially reasonable efforts to restore access promptly. Suspension does not release Client from payment obligations.
5. CLIENT OBLIGATIONS AND RESPONSIBILITIES
5.1 Use
Client shall: (i) be responsible for Client Data acquisition means, accuracy, quality, legality, and use (including obtaining all necessary licenses and rights for Vasco to use Client Data); (ii) implement commercially reasonable efforts preventing unauthorized Platform access/use and promptly notify Vasco of any such incidents; (iii) use Services per the Agreement, Documentation, and applicable laws/regulations; (iv) be responsible for purchasing and maintaining equipment, software, and internet connections necessary for Service access/use.
5.2 Restrictions
Except as provided, Client may not:
(i) loan, rent, lease, transfer, convey, assign, sell, distribute Services or grant sublicenses;
(ii) modify, combine, or distribute Platform Services with other software/code in ways subjecting them to open source license terms;
(iii) use Platform Services to store/transmit infringing, libelous, unlawful, or tortious material, or material violating third-party privacy or intellectual property rights;
(iv) use Platform Services to store/transmit Malicious Code;
(v) interfere with or disrupt Services’ integrity or performance;
(vi) copy, frame, or mirror Platform Services content except for Client’s own intranet or internal operational purposes;
(vii) reverse engineer, decompile, or disassemble Platform Services or attempt unauthorized access to Services, Vasco systems, or networks;
(viii) use Services to build competitive products/services or copy features, functions, or graphics.
5.3 Assistance and Information
Client shall provide Vasco with necessary Client Data, information, and assistance reasonably requested for Vasco’s obligation performance. Client shall: (i) perform tasks and assume responsibilities specified in the applicable Quote (the “Client Responsibilities”); (ii) ensure prompt, efficient cooperation of personnel assisting Vasco’s Service performance.
5.4 Passwords
Client is solely responsible for: (i) preserving User identification and password confidentiality; (ii) restricting/protecting access to equipment required for Platform access/use.
5.5 Users
Client is responsible for all Service use/misuse by Users or their Agreement breaches, and shall indemnify Vasco for damages, costs, and expenses resulting from such use, misuse, or breach.
6. INFORMATION SECURITY
6.1 Protection of Client Data
Vasco maintains appropriate administrative, physical, and technical safeguards designed to protect Client Data security, confidentiality, and integrity. Vasco shall not access Client Data except: (i) in connection with obligation performance; (ii) to prevent or address service/technical problems; (iii) at Client’s support request. Vasco will not share Client Data with third parties except subcontractors needing access for obligation performance or as required by law/governmental authority.
6.2 Client Data Retention and Deletion
Vasco will retain Client Data until deleted per this Agreement. Except as otherwise required by law, Vasco will delete all Client Data: (i) as necessary if no longer required for Service performance per applicable Quotes; (ii) promptly after receiving Client’s written deletion request. Upon Client request, Vasco shall transfer a copy of all Client Data and provide reasonable download/storage assistance. Client may instruct Vasco to retain Client Data, provided Client cannot require retention exceeding 90 business days after Agreement termination.
6.3 Privacy Laws Compliance
Client represents and warrants it will comply with all applicable privacy laws/regulations regarding personal information collection, use, processing, disclosure, and handling. Client represents, warrants, and covenants: (i) it has (or will) provided required notices and obtained all necessary consents/rights enabling Vasco to lawfully process Client Data per this Agreement; (ii) it has full right/authority making Client Data available to Vasco; (iii) Vasco’s Client Data processing per this Agreement will not infringe upon or violate laws or third-party rights. Vasco represents and warrants it will comply with applicable privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and the Freedom of Information and Privacy Protection Act (FIPPA).
6.4 Data Processing Agreement
To the extent Vasco processes Personal Data (as defined under Applicable Data Protection Laws) on Client’s behalf, Vasco acts as a data processor and Client acts as a data controller. The Data Processing Agreement at https://vasco.app/legal/dpa (the “DPA”) is incorporated into and forms part of this Agreement. Upon DPA and Agreement conflict, the DPA prevails on data protection/privacy matters.
7. INTELLECTUAL PROPERTY
7.1 Vasco Property
Vasco (or its licensors) retains any and all rights, title, and interest (including all Intellectual Property Rights) in:
(i) the Platform, including Patches, enhancements, modifications, and related Deliverables (subject to Section 3.4 terms);
(ii) Platform Data;
(iii) Vasco Intellectual Property;
(iv) Documentation relating to the foregoing;
(v) all enhancements, upgrades, or modifications to the foregoing;
(vi) Vasco Trademarks;
(vii) all Intellectual Property Rights related to the foregoing.
Client acquires no rights/licenses to Vasco property unless otherwise expressly provided. Client shall not remove any Intellectual Property Rights notices appearing on Documentation or redisplayed through/embodied in Services.
7.2 Client Property and Licenses
Client owns all right, title, and interest in Client Data and Client Trademarks, including related Intellectual Property Rights. Client grants Vasco a royalty-free, worldwide, non-exclusive license to host, use, copy, reproduce, display, save, process, and transmit Client Data and Client Trademarks solely for Services provision and Platform operation.
7.3 Feedback
Vasco owns all right, title, and interest in suggestions, requests, or recommendations for Service improvements/enhancements proposed/made by Client or Users (collectively, “Feedback”). Client irrevocably: (i) assigns all rights, titles, and interests in Feedback to Vasco; (ii) waives in favor of Vasco, successors, and assigns any moral rights in Feedback throughout the world to the fullest extent waivable.
8. FEES AND TAXES
8.1 Fees
In consideration of Services, Client shall pay fees set out in applicable Quote(s) (the “Fees”). Payment terms are in applicable Quote(s). Fees are non-reimbursable.
8.2 Price Increase
Unless otherwise indicated on a Quote, Vasco reserves the right to increase Fees at its discretion, subject to providing reasonable written notice.
8.3 Suspension of Service
If any Client amount owing is overdue by more than 30 days from invoice date, Vasco may suspend Services to Client until full payment, without limiting other rights/remedies.
8.4 Interest
Any uncontested unpaid amount at due date bears interest at 1.5% monthly or the maximum rate allowable by law, whichever is less.
8.5 Taxes
Unless expressly stated in a Quote, fees and costs do not include applicable sales, use, value-added, property, excise, or other taxes/duties. Vasco will invoice Client for applicable taxes relating to any Quote.
9. TERM AND TERMINATION
9.1 Term
The Agreement commences on the Effective Date and remains until terminated per the terms herein.
9.2 Term - Professional Services
Professional Services duration is set out in each applicable Quote.
9.3 Termination
Each Party may terminate the Agreement or Quote at any time:
(i) subject to 30 days’ written notice to the other party;
(ii) if the other Party breaches any material obligation and doesn’t cure within 15 days of written notice;
(iii) by written notice if the other Party: (a) assigns, arranges, or performs comparable acts favoring creditors; (b) experiences seizure or receivership of assets; (c) files bankruptcy, insolvency, or debtor relief petitions or related proceedings; (d) executes or threatens bankruptcy acts; (e) experiences liquidation, winding-up, or dissolution via court order.
If Client terminates other than per this section, all Fees owed until the current Term or Professional Services end remain due.
9.4 Recourse
Termination, for any reason, does not affect either Party’s legal or equitable rights/remedies against the other Party for obligation failure.
9.5 Effect of Termination
At Agreement/Quote expiry or termination:
(i) Client ceases Platform access (subject to Section 9.7);
(ii) all Quotes terminate immediately;
(iii) Vasco is entitled to accrued Fees;
(iv) Recipient returns immediately to Discloser (as defined in Section 12.2) all Confidential Information and copies in any form under Recipient’s possession/control relating to the Agreement, or destroys per Discloser’s direction.
9.6 Transition Services
Before Agreement termination/expiration, Vasco shall cooperate with Client ensuring an orderly use ramp-down and termination, subject to Party agreement on the transition plan (including scope, fees, and Platform access/usage during transition).
9.7 Surviving Provisions
Sections 7, 9.4 to 9.8, and 11 to 14 survive Agreement termination/expiry.
10. REPRESENTATIONS AND WARRANTIES
10.1 Representations and Warranties of Client
Client represents and warrants to Vasco:
(i) Client is a duly incorporated, organized, and in-good-standing corporation under its jurisdiction’s laws;
(ii) Client has full right, power, and authority to enter the Agreement;
(iii) Client has (or shall obtain) all necessary rights/consents to Client Data and Client Trademarks to grant Vasco the granted licenses (including enabling lawful Client Data processing per this Agreement);
(iv) to its knowledge, granted licenses do not breach/violate third-party Intellectual Property Rights.
10.2 Representations and Warranties of Vasco
Vasco represents and warrants to Client:
(i) Vasco is a duly incorporated, organized, and in-good-standing corporation under its jurisdiction’s laws;
(ii) Vasco has full right, power, and authority to enter the Agreement;
(iii) Vasco has all rights necessary to provide Services;
(iv) Vasco, employees, and subcontractors possess necessary knowledge, experience, and skills for Service performance;
(v) Vasco has and/or will acquire/maintain all licenses/permits required for Service performance;
(vi) Services will be performed competently and professionally.
10.3 Warranty Disclaimer
VASCO DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT SERVICES OR CLIENT DATA WILL REMAIN VIRUS-FREE. SUPPORT OR SERVICES NECESSITATED BY COMPUTER VIRUSES, OR FAILURES/BREACHES OF CLIENT’S SECURITY, INCLUDING DAMAGE FROM UNAUTHORIZED PERSONS, ARE NOT COVERED. EXCEPT AS IN SECTION 10.2, VASCO EXPRESSLY DECLINES ANY EXPRESS, LEGAL, OR IMPLICIT REPRESENTATIONS, WARRANTIES, AND CONDITIONS NOT HEREIN, INCLUDING COMMERCIALITY, PERFORMANCE, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE, AND ACCURACY. VASCO DECLINES REPRESENTATION REGARDING: (I) SERVICES MEETING CLIENT’S REQUIREMENTS; (II) ERROR-FREE, UNINTERRUPTED OPERATION OR ACCURATE/RELIABLE RESULTS; (III) ALL ERRORS BEING CORRECTABLE. CLIENT ACKNOWLEDGES PLATFORM FUNCTIONALITY/INTERFACES MAY CHANGE OVER TIME.