Terms of Service

Subscription to Vrodex Product or Products

During the term and in accordance with this Agreement, the Customer obtains access to and may use the products supplied by Vrodex (each referred to as a "Product"), to which the Customer has subscribed, whether through a paid subscription, free trial, or promotion, as specified in the order form, invoice, quotation signed by the Customer, or, for certain self-serve products, in a confirmation email from Vrodex (hereinafter the "Order Form").

Each Product may include updates, cloud services, support services, applications or documentation, all of which are subject to the terms of this Agreement, where applicable. The Customer is responsible for all activities that occur under their Vrodex account, regardless of whether these actions are performed by the Customer themselves, their employees, or third parties. The Customer must adequately protect all account information (including passwords and payment information). Vrodex is not responsible for any loss or damage resulting from unauthorized use of the Customer's account. Vrodex will implement reasonable security measures to prevent unauthorized access to customer accounts.

In the event of security breaches where unauthorized use of customer accounts is detected, Vrodex will provide reasonable support to the Customer to limit damage and restore access.

Grant of License

During the Term, Vrodex grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Products to which the Customer has subscribed, by Customer, its employees and all other users who access and use the Products on behalf of the Customer (collectively the "Users") under the terms set forth in this Agreement.

The Customer agrees that all rights, title and interest in and to all intellectual property rights in the Products, and all modifications, extensions, scripts and other derivative works of the Products provided or developed by Vrodex, including the Beta Technology, are exclusively owned by Vrodex or its licensors.

All rights not granted to Customer in this Agreement are reserved to Vrodex.

License Restrictions

The Customer and any Users shall refrain from the following actions (and shall not allow others to do so):

• attempting to decompile, disassemble, reverse engineer, or reconstruct in any way the source code, underlying ideas, algorithms, file structures, or interface programs of the Products.
• distributing viruses or malicious code via or within the Products.
• engaging in behavior that impedes or disrupts the use or experience of the Products by third parties.
• removing product identifications, copyright notices, or other notices in the Products.
• selling, leasing, lending, sublicensing, disclosing, or otherwise transferring the Products in whole or in part to third parties.
• using the Products for timesharing, service bureaus, hosting, reselling, sublicensing, distribution, or granting others access for use on behalf of third parties.
• modifying the Products, integrating with other software, or creating derivative works, unless with written permission from Vrodex.
• using generated output or information from the Products for purposes other than those specified in this Agreement.
• using the Products for purposes other than the Customer's internal business use.
• using unauthorized or modified versions of the Products, including attempts to create similar or competitive services or gain unauthorized access.
• using the Products in a manner that violates Vrodex's Acceptable Use Policy, found at https://www.vrodex.com/nl/legal/acceptable-use-policy/, as this policy may be amended (Acceptable Use Policy).
• using the Products in a manner that violates relevant laws and regulations, including tax and privacy laws, data protection, electronic communication, and anti-spam legislation.

Vrodex retains all rights to the Products, copies, derivative works, and improvements thereof, unless explicitly stated otherwise in a granted license.

Term of the Agreement

4.1. The "Initial Period" refers to the duration as specified in the Order Form, which begins on the start date as specified in the Order Form (the "Subscription Start Date"). If no start date is explicitly or implicitly established in the Order Form, the Subscription Start Date shall be the date on which the Customer signs the initial Order Form or makes payment (as applicable), unless otherwise agreed in writing. Certain software products may be made available to the Customer prior to the indicated Subscription Start Date. If the Customer uses these software products to process taxable business transactions before the stated Subscription Start Date, the Subscription Start Date will be modified to this earlier date.

4.2. After the expiration of the Initial Period, and unless otherwise indicated in the Order Form or herein, this Agreement shall automatically renew for a period equal to the Initial Period (each renewal being referred to as a "Renewal Period," where the "Current Period" refers to the Initial Period or the then-current Renewal Period, as applicable; and together the Initial and Renewal Periods constitute the "Term") until terminated by either the Customer or Vrodex by providing written notice to the other party at least sixty (60) days prior to the end of the Current Period, or with a notice period equal to the Current Period if it is less than sixty (60) days. If no Order Form has been provided, a minimum notice period of thirty (30) days applies. For trial licenses, the duration of this Agreement is limited to the indicated trial period, as stated in the Order Form or shown in the promotion or registration information.

Fees and Payment

5.1. The Customer shall pay the fees due to Vrodex as specified in the Order Form or as determined in this Agreement ("Fees"), according to the payment terms and in the currency established in the Order Form or this Agreement. These Fees include, among others, any additional costs resulting from the Customer's use of a payment provider other than Vrodex Payments. If no Order Form has been provided, the rates listed on our websites for the relevant Products shall apply. Unless otherwise required by mandatory law, all payments made by the Customer to Vrodex under this Agreement are non-refundable and shall be made via the payment method indicated by the Customer in the Order Form, or as otherwise agreed in writing. The Customer shall take all additional actions that Vrodex reasonably deems necessary to enable automated payment processing. Overdue amounts owed by the Customer will incur interest at one and a half percent (1.5%) per month, or, if lower, the legally maximum permitted rate, in addition to Vrodex's right to immediately suspend access to the Products. Any applicable VAT or other taxes will be added to the Fees due under this Agreement.

5.2. The Customer confirms and accepts that by signing an Order Form, they are obligated to pay all specified fees as indicated in (i) the Order Form and (ii) this Agreement, for the entire duration of the Current Term. Any discounts on software subscriptions or hardware granted to the Customer and/or listed on the Order Form are dependent on this. Furthermore, the Customer agrees that upon renewal of the subscription, explicitly or implicitly, payment of all fees due for the renewed period will be at the then-current rates. The Customer also acknowledges that discounts granted in the initial Order Form do not apply to the Renewal Term unless otherwise agreed in writing.

5.3 If an automatic debit fails, Vrodex reserves the right to charge € 40 in collection costs. In case of repeated failure, € 40 in collection costs will be charged again for each failed debit. After three (3) failed collection attempts, Vrodex reserves the right to suspend the Customer's account and outsource the outstanding amounts to a collection agency. All additional collection and legal costs will be fully borne by the Customer.

Confidential Information

Vrodex and the Customer (each referred to as the "Receiving Party") shall treat all information they receive in connection with this Agreement, the Products, or Beta Technology from the other party (the "Disclosing Party") and which has been marked as confidential or proprietary by that party, or which should reasonably be considered as such given the circumstances ("Confidential Information"), as strictly confidential. Both parties shall only use this Confidential Information for fulfilling their obligations under this Agreement. The content and terms of this Agreement are also considered confidential, but parties may share this information in confidence with their legal and financial advisors if necessary within normal business operations.

However, the restrictions described above do not apply to:

• information that the Receiving Party already knew without reference to the Confidential Information of the other party.
• information that has become public without the Receiving Party's involvement.
• information independently developed by the Receiving Party without using the Confidential Information of the Disclosing Party.
• information that must be disclosed by law or by order of a court or government authority.

The Customer shall ensure that its Users fully comply with this article and is responsible for any damages Vrodex incurs due to non-compliance by a User.

The Customer shall ensure that its Users fully comply with this article and is responsible for any damages Vrodex incurs due to non-compliance by a User.

Customer Representations and Warranties

The Customer declares and warrants, both now and throughout the duration of this Agreement, that:

• they are fully authorized to enter into this Agreement and that both the Customer and their Users are fully authorized to use the Products for which the Customer has subscribed.
• the Customer and their Users are and will remain in compliance with all Vrodex policies and relevant laws and regulations applicable to the use of the Products and activities under this Agreement, including, but not limited to, tax and privacy regulations.
• if the Customer or any of their Users enters contact lists into the Products for the purpose of sending electronic communications (such as emails or text messages) to this list, or if electronic addresses are collected to send messages, the Customer guarantees that each person on the list has previously indicated their willingness to receive such promotional communication from the Customer (if applicable) and that the content of these messages complies with relevant laws and regulations.