Term of Service

Term of Service

1. Definitions

“Davizas” refers to Davizas Co., LTD, a private limited company in Vietnam.

“Subscription Service” or “Service” refers to the software, professional services and technical support services consisting of either (or all of)

Davizas Software.

All proprietary technology (software, hardware, processes, algorithms, user interfaces, know-how, techniques, templates, designs and other tangible or intangible technical material or information) of Davizas.

Licensors and service providers used by Davizas to provide the Subscription Services.

Davizas Virtual Analyst Professional Services and Customer Support.

“Order Form” refers to the purchase confirmation of Davizas Service from Customer,from a document identifying the Subscription Service, Pricing Metrics and Price signed by a duly authorized representative of the Customer and made available by Davizas pursuant to this TOS.

“Pricing Metrics” refers to the value metrics that Davizas charges for the users and usage of the Subscription Service described in the Order Form or Pricing Page.

“Party” refers to the business entity of either Davizas or the Customer.

“Customer Database” refers to the business data records stored in the customer database or third party services that customer is using that is successfully connected to Davizas software, which will be classified as confidential information.

2. General Terms of Service

This Terms of Service (“TOS”) constitute a single, legally binding document, which govern the Customer’s use of the Service by the law of Vietnam, even though it is electronic and is not physically signed by Customer and Davizas.

Customer warrants that it is a legal entity in good standing in the jurisdiction of its formation.

By accepting this TOS or by continuing to access or use the Service, Customer acknowledge that Customer have read, understood, and agree to be bound by this TOS.

The failure of Davizas to exercise or enforce any right or provision of this TOS shall not be a waiver of that right.

From time to time, Davizas may modify this TOS without prior notice, and the TOS becomes effective from the date of posting. Customer can review the most current version of this TOS at any time at https://docs.eltondata.com/docs/terms-of-service.

3. Subscription Service

Davizas own all right, title and interest in and to the Subscription Services, including all related intellectual property rights. Davizas reserves all rights not expressly granted to Customer under this TOS.

Subject to the TOS, Davizas grant Customer a limited, worldwide, non-exclusive, non-transferable right to use the paid Subscription Service solely in connection with the Customer’s internal business operations.

Customer’s use of the Subscription Service includes the right to access all functionality available in the purchased Subscription Service as of the date specified in the Order Form, subjected to the applicable pricing metrics based on users and software feature usage described on the Order Form.

If Customer uses the Service in excess of the specified Pricing Metrics in the Order Form, Customer agrees to report such additional usage to Davizas immediately. The increase will be documented in an amended signed Order Form and billing for additional Pricing Metrics will be payable at rates consistent with those in the Order Form (unless the parties agree to other rates) for the then current Subscription Term according to Section 4 (Billing and Fees).

Davizas may monitor Customer’s use in order to verify that Customer has not exceeded its permitted Pricing Metrics. If Davizas becomes aware of any such excess usage, then Customer will pay for the excess usage and for any ongoing excess usage under the same terms as in subsection (4) above.

Customer may access and use the Service only for lawful purposes and shall not mimic its functionality by creating derivative works based on the Service’s features, user interface or functionality pattern.

Davizas reserves the right to change the price, pricing metric, pricing metric definitions, service offering or add-ons at any time by giving written notice to the customer at least thirty (30) days in advance.

4. Billing and Fees

Customer agree to pay Davizas the amount that is specified in the Order Form within the use of the applicable Pricing Metrics. Unless otherwise stated, all fees are non-cancelable and non-refundable.

Customer’s subscription term shall be automatically renewed for a period equal to the initial term unless either Party notifies the other in writing at least 30 days prior to expiration of the then-current term.

Pricing in USD for reference purpose only. Final transaction charge will be in VND based on a reasonable exchange rate adjustment.

Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties or other fees imposed, assessed or collected by or under the authority of any governmental body (collectively, “Taxes”).

If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Davizas reserves the right to suspend Customer’s access to the Service without liability to Customer until such amounts are paid in full.

Customer will notify Davizas within sixty (60) days from the invoice date if there’s a dispute on any charges. Davizas reserve the right to revise prices by providing written notice to the Customer at least 30 days before the change is to take effect.

5. Invoice Payment Methods

Invoice Payment Modes will only be applicable for Customers

Billed on an annual subscription

Customer understands that an admin charge (specified in the Order Form) will apply for each invoice sent to Customers not on (1).

All Subscription Services fees will be invoiced in advance as set forth in the applicable Order Form.

Except as otherwise set forth in the applicable Order Form, Customer agrees to pay all invoiced amounts within the stipulated payment terms period on the invoice.

For international telegraphic transfers, Customer and Davizas will be responsible for the transaction fees for each other’s own respective banks or financial institution.

Late payments made to the service are subject to a penalty of an extra 1.5% of the subscription price as per the latest currency exchange rate from the date of default by the user, per month of active subscription.

6. Customer Data, Feedback and Metadata

Davizas does not own and shall not be responsible for any data, information or material authorized by Customer to retrieve or submit to Davizas in the course of using the Service (“Customer Data”).

Customer shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and Davizas shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

Customer may provide Davizas with feedback, suggestions, and ideas, if Customer chooses, about the Service (“Feedback”).

Customer agrees that the Feedback submitted to Davizas

Does not contain confidential or proprietary information and does not bind Davizas to any obligation of confidentiality, express or implied.

May be used by Davizas to reproduce, modify, create derivative works from, distribute, or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way, in any media worldwide without any obligation to provide attribution or compensation to Customer or any third party.

Davizas may monitor Customer’s use of the Services and use data related to Customer’s use in an aggregate and anonymous manner (“Metadata”), including to compile statistical and performance information related to the provision and operation of the Services. Davizas retains all intellectual property rights in such Metadata.

Customer agrees that Davizas may make the Metadata publicly available, provided that such information does not incorporate any Customer Data and/or identify Customer or its Confidential Information.

7. Customer Support

Customer can email Davizas Customer Support for software related support, or to request for assistance, guidance and advice on the use of the software.

Davizas support team is open from 9am to 6pm Ho Chi Minh Time (UTC+7) from Mondays to Fridays, excluding Vietnam’s Public holidays.

Davizas reserves the right to temporarily access Customer’s user account(s) to identify and resolve potential root-causes and problems raised.

8. Account Information from Third Party Providers

Customer may direct Davizas to retrieve certain information maintained online by third party providers that has a customer-vendor relationship with the Customer.

Davizas may require the Customer to provide the login information necessary to access Customer account with third party providers that the Customer have a customer relationship with.

By using the Service and providing Customer Access Information, Customer expressly authorize Davizas to access and use Customer Account Information maintained by identified third parties, on Customer behalf as Customer agent.

Customer represents and warrants that neither the foregoing (or anything else in this TOS) nor Customer use of the Services will violate any agreement or terms to which Customer are subject, including without limitation, those with respect to any third party site.

Customer acknowledges and agrees that when Davizas accesses and retrieves account information from third party sites, Davizas is acting as customer agent, and not as the agent of or on behalf of the third party.

As such, Davizas is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party services.

Davizas does not guarantee that any such third party services will continue to be made available within the Service, and such services may be removed or disabled by Davizas at any time without notice to you. You acknowledge and agree that the Service may not be sponsored or endorsed by the third party services accessible through the Service.

9. Free Services

“Free Services” refers to the use of Davizas Subscription Service on an unpaid trial or free basis.

Davizas has the right to suspend, limit or terminate the Free Services for any reason at any time without notice. Davizas may terminate subscriptions to the Free Services due to inactivity. Unless Customer purchases a subscription for Davizas Service, upon any such termination or expiration Customer Free Services will cease and Customer will no longer have access to any Customer Data used in connection with the Free Services.

Customer access to the Free Services is limited to evaluating whether to purchase a subscription for Davizas’ Service. Customer may not use the Free Services for any other purposes, including but not limited to competitive analysis, commercial, professional or for-profit purposes.

10. Termination

Either party may terminate this TOS (including all related Order Forms) if the other party:

fails to cure any material breach of this TOS within thirty (30) days after written notice of such breach;

ceases operation without a successor; or

seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days).

Termination is not an exclusive remedy and the exercise by either party of any remedy under this TOS will be without prejudice to any other remedies it may have under this TOS, by law, or otherwise.

Customer is responsible for disconnecting all data sources connected to Davizas upon termination of the service. Davizas will not be liable for any security breach of any data leaked if Customer terminated this subscription without disconnecting their data source.

All Customer Data on the Service (if any) may be permanently deleted by Davizas upon termination.

Davizas shall not be liable to Customer or any third party for any modification, suspension or discontinuation of the Service. All accrued rights to billing and payment shall survive termination of this TOS.

Customer may not assign this TOS without the prior written consent of Davizas, but Davizas may assign or transfer this TOS, in whole or in part, without restriction by providing 30 days written notice in advance.

Customer understands that any dispute arising out of or in connection with this TOS, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Vietnam International Arbitration Centre (“VIAC”) in accordance with the Arbitration Rules of the Vietnam International Arbitration Centre (“VIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be in Vietnam, and the tribunal shall consist of one (1) arbitrator.

11. Indemnification

Customer, not Davizas, shall be solely responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and Davizas shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

Customer will defend, indemnify and hold harmless Davizas, its suppliers and licensors, and its respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns, from any costs, damages, expenses, and liability caused by Customer’s use of the Service, Customer’s violation of this TOS, or Customer’s violation of any rights of a third party through use of the Service.

Customer agrees to indemnify and hold Davizas harmless from and against any loss, cost, damage and expense, including but not limited to attorney’s fees and court costs, arising directly or indirectly from use of the Davizas Service and/or Customer’s breach of any representation, warranty or restriction contained in this TOS.

12. Limitation of Liability

Neither party shall be liable under this TOS for any of the following losses suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at the date of this TOS):

loss of actual or anticipated profits (including loss of profits on contracts);

loss of anticipated savings;

loss of business opportunity;

loss of reputation or damage to goodwill; and

special, indirect or consequential losses.

Each party’s liability under this TOS in relation to liability arising from any given event or series of connected events shall be limited to the total amount paid by Customer in the twelve (12) months immediately preceding the month in which the event (or first in a series of connected events) occurred.