Veriva Systems Terms of Use

Effective Date: 28 April 2025

1. Overview

Welcome to Veriva Systems Sdn Bhd (“Veriva,” “we,” “our,” or “us”). These Terms of Use (“Agreement”) govern your access to and use of Veriva’s websites, services, platforms, and Software-as-a-Service (“SaaS”) solutions. By accessing or using our services, you agree to comply with and be bound by this Agreement and all applicable laws.

If you do not agree to these Terms, you must not access or use our services.

2. Scope of Services

Veriva provides SaaS solutions delivered through a hybrid model:

• Customer-hosted deployments (on your own servers)
• Veriva-hosted deployments on Microsoft Azure (Singapore and United States regions)

Veriva may update, modify, or discontinue services at any time in accordance with this Agreement.

3. Account Registration and Security

You may be required to create an account to access certain services.
You agree to:

• Provide accurate and complete information
• Maintain the confidentiality of your login credentials
• Notify Veriva immediately of any unauthorized use of your account

You are responsible for all activities that occur under your account.

4. Subscription Fees and Payment Terms

Services are generally billed on an annual basis, with optional quarterly billing available upon request and approval.

• All fees are stated in US Dollars (USD) unless otherwise agreed.
• Payment is due upon receipt of invoice, unless otherwise agreed in writing.
• Late payments may incur interest charges at 1.5% per month or the maximum permitted by law.
• Taxes (including VAT, GST, or similar) are your responsibility unless otherwise exempted.

Veriva reserves the right to suspend or terminate access to services for overdue payments.

5. Customer Data and Privacy

You retain all ownership rights to the data, content, and information you submit or upload (“Customer Data”).
By using our services, you grant Veriva a non-exclusive, worldwide, limited license to host, process, and transmit your Customer Data solely to deliver and improve our services.

Use of Customer Data is governed by our Privacy Statement.

6. Acceptable Use Policy

You agree not to:

• Upload or distribute unlawful, harmful, or malicious content
• Interfere with the operation of Veriva’s services or systems
• Attempt unauthorized access to any service, data, or system
• Use the services for any illegal activities

Veriva reserves the right to suspend or terminate access for violations.

7. Service Availability and Disclaimer

Veriva strives to ensure high availability of services but does not guarantee uninterrupted or error-free operation.
Planned maintenance and unexpected downtime may occur. Service levels (SLA) may be defined separately under applicable agreements.

Use of the services is at your sole risk.

8. Termination

Either party may terminate use of the services for cause upon written notice if:

• There is a material breach of this Agreement that remains uncured after 30 days’ notice
• Customer fails to pay fees after reasonable notification
• Customer engages in prohibited activities under the Acceptable Use Policy

Upon termination, you must cease all use of the services, and Veriva may delete associated Customer Data after a reasonable retention period unless otherwise agreed.

9. Intellectual Property

All intellectual property rights in Veriva’s services, including software, content, and trademarks, remain with Veriva or its licensors.
You are granted a limited, non-exclusive, non-transferable license to use the services subject to these Terms.

10. Indemnification

You agree to indemnify, defend, and hold harmless Veriva, its affiliates, officers, directors, and employees from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from your use of the services, your violation of these Terms, or your infringement of any rights of a third party.

11. Limitation of Liability

To the fullest extent permitted by law, Veriva Systems shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages arising from or related to your use of the services, even if Veriva has been advised of the possibility of such damages.

Veriva’s total cumulative liability to you for any claim or series of claims arising out of or related to your use of the services shall not exceed the greater of:

• The total subscription fees paid by you for one (1) month immediately preceding the event giving rise to such liability; or
• USD 1,000 (or its equivalent in Malaysian Ringgit).

Veriva shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, government actions, internet or telecommunications failures, or third-party service disruptions.

12. Modifications to the Terms

Veriva may revise these Terms from time to time.
Material changes will be communicated via email or through the services.
Continued use of the services after changes become effective constitutes acceptance of the updated Terms.

13. Compliance with Laws

You agree to comply with all applicable local, national, and international laws, including export control laws, in connection with your use of Veriva services.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Malaysia, without regard to its conflict of law principles.

Any disputes arising out of or relating to this Agreement shall be referred to arbitration administered by the Asian International Arbitration Centre (AIAC) in Kuala Lumpur, Malaysia, in accordance with its rules. The arbitration shall be conducted in English. Judgment upon the award rendered may be entered in any court having jurisdiction.

15. Contact Information

For any inquiries about these Terms, please contact:

Legal Department
Veriva Systems Sdn Bhd
Email: legal@verivasystems.com
Website: https://verivasystems.com