Veriva Systems End User License Agreement (EULA)

Effective Date: 1 June 2025

1. Definitions

For the purposes of this EULA:

• “Veriva” refers to Veriva Systems Sdn Bhd.
• “Software” means Veriva’s proprietary platforms, applications, and related services.
• “You” or “User” means the individual or entity authorized to access and use the Software under a valid subscription. This includes end-users onboarded directly, through Authorized Resellers, or via Co-Branded Partners.
• “Authorized Reseller” means a third party approved by Veriva to market, sell, and distribute Veriva Software under the Veriva brand.
• “Co-Branded Partner” means a third party authorized to rebrand and offer the Software to end-users with visible attribution to Veriva (e.g., “Powered by Veriva” or “Powered by Rivastor”).
• “Authorized Users” means the number of individual users permitted under your subscription plan.
• “Fair Use Policy” means Veriva’s usage policy available at https://verivasystems.com/legal/acceptable-use-policy, which governs reasonable use.

2. Grant of License

Subject to your compliance with this EULA and any applicable Subscription Agreement, Veriva grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely for your internal business purposes.

• Authorized Resellers and Co-Branded Partners may grant end-user access under the terms of this EULA and are responsible for ensuring that all downstream users comply.

3. License Restrictions

You shall not:

• Copy, reproduce, distribute, modify, or create derivative works of the Software.
• Reverse engineer, decompile, disassemble, or attempt to derive source code.
• Rent, lease, sublicense, assign, or transfer rights to the Software without Veriva’s prior written consent.
• Circumvent security, access controls, or usage restrictions.
• Use the Software for unlawful purposes or in a way that disrupts Veriva’s systems or services.

Examples of Prohibited Use:

• Excessive API requests or abnormal consumption that degrades system performance.
• Automated activities causing service interruption.
• Spam, fraud, or abusive activities.

4. Fair Use Policy

Your use of the Software is subject to Veriva’s Fair Use Policy, incorporated by reference into this EULA.

• Authorized Resellers and Co-Branded Partners must ensure that their end-users comply with the Fair Use Policy.
• Excessive, abnormal, or abusive usage may result in service restrictions, throttling, or termination.

The Fair Use Policy is available at: https://verivasystems.com/legal/acceptable-use-policy

5. Payment and Billing

Billing terms, payment schedules, and applicable fees are governed by your Subscription Agreement with Veriva, an Authorized Reseller, or a Co-Branded Partner.

Veriva reserves the right to suspend or terminate access for non-payment, payment failures, or unresolved billing disputes.

6. Ownership

Veriva and its licensors retain all rights, titles, and interests in the Software, including all intellectual property rights.

Co-Branded Partners are granted limited branding rights only and no intellectual property ownership.

No ownership rights are transferred to any user under this EULA.

7. Updates and Modifications

Veriva may update, modify, or discontinue the Software at its sole discretion.
Unless governed by separate terms, all updates are subject to this EULA.

8. Term and Termination

This EULA remains effective for the duration of your active subscription unless terminated earlier.

Veriva may suspend or terminate your license immediately if:

• You, your Authorized Reseller, or Co-Branded Partner breach this EULA or the Fair Use Policy.
• You fail to make required payments.
• You engage in fraud, abuse, or prohibited conduct.
• System maintenance, security risks, or misuse require suspension.

Upon termination:

• All rights under this license immediately cease.
• You must stop using the Software and destroy any locally stored copies.

9. Indemnity

You agree to indemnify, defend, and hold harmless Veriva, its affiliates, officers, and employees from all claims, damages, liabilities, and expenses (including legal fees) arising from:

• Your breach of this EULA.
• Your misuse of the Software.
• Claims from your end-users, Authorized Resellers, or Co-Branded Partners.

10. Warranty Disclaimer

The Software is provided “as is” without warranties of any kind, express or implied, including but not limited to:

• Merchantability
• Fitness for a particular purpose
• Non-infringement

Veriva does not guarantee uninterrupted, secure, or error-free performance.

11. Limitation of Liability

To the maximum extent permitted by law:

• Veriva’s total liability under this EULA shall not exceed:
  • The subscription fees paid in the one (1) month preceding the claim, or
  • USD 1,000 (or the equivalent in Malaysian Ringgit), whichever is greater.

Veriva is not liable for indirect, incidental, special, consequential, or punitive damages.

12. Privacy and Data Protection

Your use of the Software is subject to Veriva’s Privacy Policy, available at https://verivasystems.com/legal/privacy-policy.

• Authorized Resellers and Co-Branded Partners must ensure their end-users are informed of applicable privacy practices and obtain required consents where necessary.

13. Governing Law and Dispute Resolution

This EULA is governed by the laws of Malaysia.
Any disputes shall be resolved through arbitration in Kuala Lumpur, administered by the Asian International Arbitration Centre (AIAC).

14. Entire Agreement

This EULA, along with Veriva’s:

• Subscription Agreement
• Fair Use Policy
• Privacy Policy
• Terms of Use

constitutes the entire agreement between you and Veriva regarding the Software.
No other oral or written agreements apply unless explicitly agreed in writing.