NOW, THEREFORE, in consideration of the mutual covenantsand agreements herein contained, the parties hereby agree as follows:
1. Definitions
1.1 “Services” means the AI compliance solution softwareas a service provided by the Provider, including any associated support,updates, and enhancements, as well as any third-party services aggregated bythe Provider for use by the Subscriber.
1.2 “Subscription Term” means the period during whichthe Subscriber has agreed to subscribe to the Services, as specified in theOrder Form.
1.3 “Order Form” means the document (physical orelectronic) specifying the Services subscribed to, the applicable fees, andother relevant details.
1.4 “Subscriber Data” means all data, information,and content provided by the Subscriber in connection with the use of theServices.
1.5 “Personal Data” shall have the meaning ascribedto it under the Singapore Personal Data Protection Act 2012 (“PDPA”).
2. Provision of Services
2.1 Grant of License: The Provider grants theSubscriber a non-exclusive, non-transferable, non-sublicensable and limitedlicense to access and use the Services during the Subscription Term, subject tothe terms and conditions of this Agreement.
2.2 Third-Party Services: The Provider may offer orprovide recommendations of certain third-party services through its platform.The Subscriber acknowledges that such third-party services are provided byindependent service providers and are subject to their own terms andconditions. The Provider shall not be liable for any issues arising from theuse of such third-party services.
2.3 Service Levels: The Provider shall use reasonableefforts to ensure that the Services are available 24/7, subject to scheduledmaintenance and downtime due to unforeseen circumstances. The Provider shallnotify the Subscriber of any scheduled maintenance.
3. Fees and Payment
3.1 Subscription Fees: The Subscriber shall pay thefees for the Services as set forth in the Order Form. All fees are due andpayable within thirty (30) days from the date of the invoice unless otherwiseagreed in writing.
3.2 Third-Party Fees: The Subscriber agrees to payany additional fees associated with the third-party services they choose toengage through the Provider’s platform.
3.3. Price Changes. Vanta may change prices forthe Services from time to time, in its sole discretion. Any price changes willbe effective upon the commencement of Customer’s next Renewal Term; provided,that Vanta shall provide Customer with reasonable notice of any such feeincrease prior to the expiration of the Term or any Renewal Term.
3.3 Customized Services and Pricing (OR / NOT AND):The fees for any customized services provided by the Provider to the Subscribershall be set forth in Annex A attached to this Agreement.
3.4 Taxes: All fees are exclusive of any applicabletaxes, levies, or duties imposed by any governmental authority. The Subscribershall be responsible for payment of all such taxes.
4. Data Ownership and Usage
4.1 Subscriber Data Ownership: The Subscriber retainsownership of all Subscriber Data, including any Personal Data, that theyprovide or input into the Services.
4.2 Provider’s Use of Data: The Subscriber grants theProvider a non-exclusive, worldwide, royalty-free license to use, process, andanalyze the Subscriber Data, including Personal Data, solely for the purpose ofproviding the Services, improving the Services, and training the Provider’s AImachine learning models. This includes the right to aggregate and anonymizeSubscriber Data for analytical purposes.
4.3 Consent for Data Usage: The Subscriber representsand warrants that it has obtained all necessary consents from individuals whosePersonal Data is included in the Subscriber Data to allow the Provider toprocess such data as described in this Agreement, including for the purpose oftraining the Provider’s AI machine learning models.
5. Compliance with Personal Data ProtectionAct
5.1 Processing of Personal Data: The Provider shallprocess any Personal Data in accordance with the Singapore Personal DataProtection Act 2012 (“PDPA”) and any other applicable data protection laws. TheProvider shall ensure that any processing of Personal Data is done incompliance with the Subscriber’s instructions, unless otherwise required bylaw.
5.2 Data Security: The Provider shall implementreasonable technical and organizational measures to protect the SubscriberData, including Personal Data, against unauthorized access, loss, ordestruction. The Provider shall promptly notify the Subscriber in the event of anydata breach involving Personal Data.
5.3 Data Subject Rights: The Provider shall, to theextent legally permissible, promptly notify the Subscriber of any requestreceived from a data subject to exercise their rights under the PDPA (e.g.,access, correction, or deletion of Personal Data). The Subscriber shall be responsiblefor responding to such requests, and the Provider shall provide reasonableassistance to the Subscriber in responding to such requests.
6. Subscriber Responsibilities
6.1 Compliance: The Subscriber shall comply with allapplicable laws and regulations in connection with the use of the Services,including those related to data protection and privacy. The Subscriber shallensure that they have the right to transfer any Personal Data to the Providerfor processing in accordance with this Agreement.
6.2 User Accounts: The Subscriber is responsible formaintaining the confidentiality of their account credentials and for allactivities that occur under their account. The Subscriber shall notify theProvider immediately of any unauthorized use of their account.
6.3 Prohibited Activities: The Subscriber shall notuse the Services for any illegal or unauthorized purpose, nor shall they engagein any activity that could damage, disable, or impair the Services.
7. Intellectual Property Rights
7.1 Ownership: The Provider retains all intellectualproperty rights in the Services, including any software, content, and materialsprovided as part of the Services. The Subscriber does not acquire any ownershiprights in the Services under this Agreement.
7.2 Subscriber Data: The Subscriber retains ownershipof all Subscriber Data. The Provider is granted a non-exclusive license to usethe Subscriber Data solely for the purpose of providing the Services, improvingthe Services, and training the Provider’s AI machine learning models, asdescribed in Section 4.2.
8. Confidentiality
8.1 Confidential Information: Both parties agree tomaintain the confidentiality of all proprietary or confidential informationdisclosed during the course of this Agreement. Confidential information shallnot include information that is publicly available or known prior to disclosure.
8.2 Disclosure: Neither party shall disclose theother party’s confidential information to any third party without prior writtenconsent, except as required by law.
9. Limitation of Liability
9.1 Liability Cap: The Provider’s total liabilityarising out of or in connection with this Agreement, whether in contract, tort,or otherwise, shall not exceed the total fees paid by the Subscriber to theProvider in the twelve (12) months preceding the event giving rise to theliability.
9.2 Exclusion of Consequential Damages: The Providershall not be liable for any indirect, special, incidental, or consequentialdamages, including loss of profits, loss of data, or business interruption,arising out of or in connection with the use of the Services.
10. Term and Termination
10.1 Term: This Agreement shall commence on theEffective Date and continue for the Subscription Term unless terminated earlierin accordance with this Agreement.
10.2 Termination for Cause: Either party mayterminate this Agreement immediately upon written notice if the other partymaterially breaches any term of this Agreement and fails to cure the breachwithin thirty (30) days after receiving written notice.
10.3 Effect of Termination: Upon termination of thisAgreement, the Subscriber shall cease all use of the Services, and the Providermay immediately deactivate the Subscriber’s account. The Provider shall returnor delete all Subscriber Data upon request, except where retention is requiredby law.
11. Governing Law and Dispute Resolution
11.1 Governing Law: This Agreement shall be governedby and construed in accordance with the laws of Singapore.
11.2 Dispute Resolution: Any dispute arising out ofor in connection with this Agreement shall be referred to and finally resolvedby arbitration in Singapore in accordance with the Arbitration Rules of theSingapore International Arbitration Centre (“SIAC Rules”). The seat ofarbitration shall be Singapore. The language of arbitration shall be English.
12. Miscellaneous
12.1 Entire Agreement: This Agreement, together withthe Order Form and Annex A, constitutes the entire agreement between theparties and supersedes all prior agreements and understandings, whether writtenor oral, relating to the subject matter hereof.
12.2 Amendments: Any amendment or modification tothis Agreement must be in writing and signed by both parties.
12.3 Assignment: The Subscriber may not assign ortransfer this Agreement, in whole or in part, without the Provider’s priorwritten consent.
12.4 Severability: If any provision of this Agreementis held to be invalid or unenforceable, the remaining provisions shall remainin full force and effect.
12.5 Notices: Any notices required under thisAgreement shall be in writing and delivered by hand, email, or registered mailto the addresses set forth above or to such other address as may be designatedby a party.
