Terms & Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Customer", "you", or "your") and AuraVMS, Inc. ("AuraVMS", "Company", "we", "us", or "our"), concerning your access to and use of the AuraVMS vendor management platform and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, then you do not have permission to access the Services. These Terms apply to all visitors, users, and others who access or use the Services.

2. Services Description

The Services consist of a cloud-based vendor management platform and accompanying tools designed to help organizations manage their vendor relationships, procurement processes, and related activities. Access to the Services requires a valid subscription as outlined in an Order Form between Customer and AuraVMS.

3. Subscription Terms

3.1 Subscription Period. Access to the Services commences on the start date specified in the applicable Order Form and continues for the subscription period stated therein, unless earlier terminated in accordance with these Terms. Unless otherwise specified in the Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.

3.2 Fees and Payment. You agree to pay all fees specified in the Order Form. Unless otherwise specified, all fees are quoted and payable in U.S. dollars and are based on Services purchased, not actual usage. Payment obligations are non-cancelable, and fees paid are non-refundable except as expressly provided in these Terms.

3.3 Taxes. Our fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchase of the Services.

3.4 Future Functionality. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

4. Use of the Services

4.1 Authorized Users. You may permit authorized users to use the Services in accordance with these Terms, your subscription parameters, and applicable laws and regulations. You are responsible for compliance with these Terms by all authorized users.

4.2 Usage Restrictions. You shall not (and shall not allow any authorized user or third party to): (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Services available to any third party; (b) modify or make derivative works based upon the Services; (c) reverse engineer the Services; (d) access the Services to build a competitive product or service; (e) copy any features, functions, or graphics of the Services; or (f) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.

4.3 Customer Data. You retain all right, title, and interest in and to data, information, or material that you submit to the Services ("Customer Data"). You grant us a worldwide, limited license to use, host, copy, transmit, display, and process Customer Data to provide the Services.

5. Confidentiality

5.1 Definition. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is your Confidential Information.

5.2 Protection. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective than those herein.

6. Data Security and Privacy

6.1 Data Security Program. We will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. These safeguards will include measures designed to prevent unauthorized access, use, modification, or disclosure of Customer Data.

6.2 Privacy Policy. Our Privacy Policy governs our collection and use of information in connection with the Services.

7. Intellectual Property Rights

7.1 AuraVMS IP. We own and retain all right, title, and interest in and to the Services, including all software, products, works, and other intellectual property created, used, or provided by us for the purposes of these Terms and the delivery of the Services, and all modifications, improvements, and derivatives of the foregoing. No rights are granted to you other than as expressly set forth herein.

7.2 Customer IP. You own and retain all right, title, and interest in and to the Customer Data, including all intellectual property rights therein. You grant us only those rights necessary to provide the Services as specified in these Terms.

8. Warranties and Disclaimers

8.1 Service Warranty. We warrant that the Services will perform materially in accordance with the documentation under normal use. For any breach of this warranty, your exclusive remedy and our entire liability will be the correction of the deficient Services that caused the breach of warranty, or, if we cannot substantially correct the deficiency in a commercially reasonable manner, you may terminate the deficient Services and we will refund you the fees for the terminated Services that you pre-paid to us for the period following the effective date of termination.

8.2 Mutual Warranty. Each party represents and warrants that it has the legal power to enter into and perform under these Terms.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS," AND WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Indemnification

9.1 AuraVMS Indemnification. We will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of the Services in accordance with these Terms infringes or misappropriates such third party's intellectual property rights (a "Claim Against Customer"), and will indemnify you from any damages finally awarded against you or settlements. If we receive information about an infringement or misappropriation claim related to the Services, we may in our discretion and at no cost to you (i) modify the Services so that they are no longer claimed to infringe or misappropriate, (ii) obtain a license for your continued use of the Services, or (iii) terminate your subscription for the Services upon 30 days' written notice and refund you any prepaid fees covering the remainder of the term of the terminated subscription.

9.2 Customer Indemnification. You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Customer Data, or your use of the Services in breach of these Terms, infringes or misappropriates such third party's intellectual property rights or violates applicable law (a "Claim Against AuraVMS"), and will indemnify us from any damages finally awarded against us or settlements.

10. Limitation of Liability

10.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

10.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Term and Termination

11.1 Term. These Terms commence on the date you first accept them and continue until all subscriptions hereunder have expired or have been terminated.

11.2 Termination for Cause. Either party may terminate these Terms for cause (i) upon 30 days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

11.3 Effect of Termination. Upon termination of these Terms, you will immediately cease all use of the Services. Any sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, confidentiality obligations, warranty disclaimers, and limitations of liability.

12. General Provisions

12.1 Governing Law. These Terms shall be governed by the laws of the State of Delaware without regard to its conflict of law principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Delaware for resolution of any disputes arising out of these Terms.

12.2 Export Compliance. The Services may be subject to U.S. export control laws. You agree not to export, reexport, or transfer, directly or indirectly, any technical data acquired from us, or any products utilizing such data, in violation of the United States export laws or regulations.

12.3 Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

12.4 Notices. All notices under these Terms shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email.

12.5 Waiver and Severability. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

12.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign these Terms in their entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

12.7 Entire Agreement. These Terms, including all Order Forms, constitute the entire agreement between the parties concerning its subject matter and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.

13. Data Security and Business Continuity

13.1 Security Measures. We implement and maintain appropriate technical, organizational, and physical safeguards designed to protect Customer Data in accordance with industry standards. These measures include:

Encryption of sensitive data both in transit and at rest
Access controls with multi-factor authentication
Regular security assessments and penetration testing
Network security controls and monitoring
Security awareness training for all personnel
Physical security for our offices and data centers

13.2 SOC Compliance. We maintain SOC 2 Type II attestation (or industry equivalent) covering the Services. Upon request and subject to confidentiality obligations, we will make a summary of our SOC 2 report available to you.

13.3 Security Incident Response. We maintain a documented security incident response process. In the event we become aware of unauthorized access to Customer Data resulting in a Security Incident (defined as unauthorized access, use, disclosure, alteration, or destruction of Customer Data), we will notify you without undue delay, but no later than 72 hours after discovery. The notification will include available details about the Security Incident and the measures taken to mitigate its effects.

13.4 Business Continuity and Disaster Recovery. We maintain a business continuity and disaster recovery plan designed to enable recovery of critical systems and data within reasonable timeframes. This includes:

Regular backup of Customer Data with tested restoration procedures
Redundant infrastructure across geographically separated data centers
Recovery Time Objective (RTO) of 24 hours or less for critical systems
Recovery Point Objective (RPO) of 4 hours or less for Customer Data
Annual testing of disaster recovery procedures
Business continuity plans for key operational functions

13.5 Subprocessors. We may engage third-party service providers to assist in providing the Services. Any such subprocessors will be subject to contractual terms no less protective than those in these Terms regarding the protection of Customer Data.

13.6 Return or Deletion of Data. Within 30 days following the termination of your subscription, we will delete or return all Customer Data in accordance with our data retention policies and applicable law. At your request, we will provide written certification of such deletion. This requirement shall not apply to the extent we are required by applicable law to retain some or all of the Customer Data.

14. Contact Information

If you have any questions about these Terms, please contact us at legal@auravms.com.