Last Updated: May 12, 2021
BY ACCESSING, USING, INSTALLING, DOWNLOADING, ACTIVATING OR PAYING FOR VTPN SECURITY SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND AGREE TO BE BOUND BY THEM AND TO FULLY COMPLY WITH THEM. YOU FURTHER AGREE TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS REGARDING YOUR USE OF THE VTPN AND YOU ACKNOWLEDGE THAT THESE TERMS CONSTITUTE A BINDING AND ENFORCEABLE LEGAL ELECTRONIC CONTRACT BETWEEN YOU AND US. IF YOU DO NOT AGREE, DO NOT ACCESS, INSTALL, DOWNLOAD OR USE THE VTPN SERVICE AS DEFINED BELOW.
THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION IN THE “DISPUTE RESOLUTION” SECTION THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT WITH RESPECT TO ANY “DISPUTE” (AS DEFINED BELOW) BETWEEN YOU AND VEEA, ITS AFFILIATES, PARENTS OR SUBSIDIARIES (COLLECTIVELY, “VEEA ENTITIES”). YOU HAVE A RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS AS DESCRIBED IN THE “DISPUTE RESOLUTION” SECTION.
You hereby represent and warrant that you will use the vTPN Service solely for your personal or authorized business use in full compliance with all applicable local, state, national and laws, rules and regulations. You agree that the vTPN Service may only be used in the United States. Your use of the Services is at your own risk. You shall not agree to, nor shall you authorize or encourage any third party to: (i) use the vTPN Service for any fraudulent or inappropriate or illegal purpose (i.e., cyber activity); (ii) act in any way that violates this Agreement or any applicable local, state, or national laws, rules and regulations (iv) resell, license, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the vTPN Service; (c) reverse engineer, decompile, disassemble or attempt to discover the source code of or any trade secrets related to the vTPN Service or VeeaHub device; (d) adapt, modify, alter, translate or create any derivative works of the vTPN Service; (e) remove, alter or obscure any copyright notice or other proprietary rights notice on the vTPN Service or VeeaHub device; or (f) circumvent or attempt to circumvent any methods employed by Veea to control access to the components, features or functions of the vTPN Service or the VeeaHub.
- License. Veea hereby grants you a personal, non-exclusive, not transferrable, limited and revocable license to use our vTPN Service (including related Apps and Software, designed exclusively to access the vTPN Service) solely in accordance with the terms of this Agreement and your authorized use of the vTPN Service. Veea reserves all right, title and interest not expressly granted herein under this license to the fullest extent possible under applicable laws. You may not sublicense, assign, or transfer the license granted to you herein, and any attempt to sublicense, assign, or transfer any part of your rights under this Agreement is void. No other right or license, express or implied, of any kind is granted to you hereunder with respect to the Services. The license provided herein is effective until terminated. This license automatically terminates if you fail to comply with these vTPN Terms. Veea reserves all rights not expressly granted to you in these vTPN Terms.
- VeeaHub Device. If a VeeaHub is provided as part of your subscription, and will remain at all times, the exclusive property of Veea or its assigns, and that your use of the VeeaHub confers no ownership rights of any kind on you. You shall not pledge or encumber the VeeaHub in any way without our prior written consent, which we may withhold in our sole discretion. You agree that you shall use the VeeaHub only for its intended purpose and follow our instructions regarding its use and maintenance. You agree to maintain the VeeaHub in good operating condition, repair and appearance, and protect the same from deterioration other than normal wear and tear; shall use the VeeaHub in the regular course of your business, within its normal operating capacity, without abuse, and shall comply with all laws and regulations with respect to the use, maintenance and operation of the VeeaHub. You understand that you shall bear the entire risk and be responsible for loss, theft, damage or destruction of the VeeaHub from any cause whatsoever upon taking possession of the VeeaHub. You agree to notify Veea immediately if the VeeaHub is lost, destroyed, or stolen. You are responsible for a required connection to electrical power and any other network interconnections used in the activation or use of the vTPN Service.
- Modifications and Updates. From time to time, Veea at its absolute discretion, can modify the vTPN Service. In order to enhance and further develop the vTPN Service we may automatically download and install updates and upgrades from time to time. You hereby agree to receive such updates and upgrades as part of your use of the vTPN Service.
- Service Levels. We do not guarantee service coverage, speeds, locations and quality. While Veea will make reasonable attempts to maintain the vTPN Service availability, the vTPN Services may be subject to unavailability for numerous reasons including maintenance, emergencies, third-party service failures, transmission errors, equipment failures, network issues, interference, natural disaster, amongst other reasons. Veea does not guarantee that data, messages, or packets will be delivered and shall not be held responsible in the event data, messages, or packets are lost, not delivered, delayed, misdirected or are otherwise inaccessible. Additionally, we may impose usage limits to the vTPN Service, suspend or block services, or cancel any and all Services at our sole discretion at any time. Finally, we do not guarantee the accuracy and timeliness of any data received.
- User account. To use the vTPN Service, you must create an account with an acceptable username, password and email address; and, if your subscription includes 4G LTE Wireless WAN, a telephone number that is capable of sending and receiving SMS, MMS, text message messages (collectively, “User Information”). You are the only one responsible for the safekeeping of your User Information. We recommend you change your password on a regular basis. Do not disclose to third parties your User Information. You are solely responsible for the activities related to your user account.
- Multiple Accounts. Multiple accounts may be purchased. Both the purchaser and the individual sub-account user is fully responsible for complying with all of these vTPN Terms. If you purchase multiple accounts in bulk from Veea, you must pay using a credit card. No other forms of payment are accepted for bulk account purchases.
- Billing. There is no term commitment. Billing commences on the date of activation of the vTPN Service and will be billed monthly until cancelled. To purchase the vTPN Service you must pay using a credit or debit card. No other forms of payment are accepted. If you are purchasing multiple accounts and would like to use a different payment method, please contact firstname.lastname@example.org. You authorize Veea to charge your debit/credit card automatically to pay any amounts due hereunder. Charges will be billed monthly. You hereby authorize Veea, (its designees, successors or assigns), to charge the debit/card provided during your enrollment to pay for all charges, including monthly charges. This authorization will remain in full force and effect until all payment obligations hereunder have been satisfied and the VeeaHub is returned to Veea. YOUR OBLIGATION TO PAY ALL AMOUNTS DUE IS ABSOLUTE AND UNCONDITIONAL AND IS NOT SUBJECT TO ANY ABATEMENT, SET-OFF, DEFENSE OF COUNTERCLAIM FOR ANY REASON WHATSOEVER. IF YOU DISPUTE ANY CHARGES ON YOUR BILL, YOU MUST NOTIFY US IN WRITING AT Veea Inc., 164 E. 83rd Street, NY, NY 10028 WITHIN 30 DAYS OF THE DATE ANY CHARGES ARE INCURRED OR YOU WILL HAVE WAIVED YOUR RIGHT TO DISPUTE YOUR INVOICE AND TO PARTICIPATE IN ANY LEGAL ACTION RAISING SUCH DISPUTE. Any fees charged by us are exclusive of taxes. However, we may calculate and add any taxes and / or additional fees, including, but not limited to sales tax, value added tax, surcharges and other taxes or fees under laws applicable to you. Such taxes and fees will be calculated according to the billing and/or shipping address information provided by you at the time of purchase.
- Trial Periods. In some cases, we may offer a free trial period for our vTPN Service. The duration of the free trial period and other terms will be specified during your sign-up. Veea shall determine your free trial eligibility at our sole discretion, and to the extent permitted under applicable law we may limit or withdraw a free trial option at any time without prior notice. You acknowledge and agree that we will automatically charge you for our vTPN Services at the end of the free trial period on a recurring basis. If you do not want to be charged, you must cancel the subscription before the end of the free trial period. You may cancel your free trial period at any time from your user account.
- Changes in Pricing and Terms. From time to time, we might make changes to this Agreement. This could include changes to pricing, discounts, coverage, technologies, and other Service terms. Veea will provide notice of material changes. We may also make changes to charges and discounts based on excessive usage or other form of service abuse.
- Cancellation. You may cancel a recurring subscription at any time from your user account. Cancelled accounts will not be refunded for the unused part of the ongoing service period. You are responsible, at your risk and expense, for the return to us of all VeeaHubs provided as part of your subscription. The VeeaHub(s) shall be returned to Veea freight prepaid, by delivering the VeeaHub(s) on board such carrier as we may specify and in the original packaging. The VeeaHub(s) shall be returned (i) free and clear of all liens (other than liens of Veea) and rights of third parties; and (ii) be in the same condition as when delivered to you, ordinary wear and tear excepted. If you do not return the VeeaHub to us within fifteen (15) days of the effective date of cancellation of the vTPN Service, in the condition and on the terms and conditions of Section 3, you shall be fully responsible the lesser of (i) the entire replacement cost of all unreturned VeeaHub Equipment or (ii) the greatest amount that Veea may recover under applicable law.
- Termination of Service by Veea. Veea may interrupt, suspend or cancel your vTPN Service and terminate this Agreement without advance notice for any reason, including, without limitation, for excessive usage or other forms of service abuse. Veea’s rights under this are in addition to any specific rights that we reserve in other provisions of this Agreement to interrupt, suspend, modify, or cancel your Services and terminate this Agreement. Veea also reserves the right to scale back or throttle bandwidth originating from your account that may breach this Agreement or in the event of excessive usage. In the event Veea terminates your use of the vTPN Service, you are responsible, at your risk and expense, for the return to us of all VeeaHubs provided as part of your subscription. The VeeaHub(s) shall be returned to Veea freight prepaid, by delivering the VeeaHub(s) on board such carrier as we may specify and in the original packaging. The VeeaHub(s) shall be returned (i) free and clear of all liens (other than liens of Veea) and rights of third parties; and (ii) be in the same condition as when delivered to you, ordinary wear and tear excepted. If you do not return the VeeaHub to us within fifteen (15) days of the effective date of cancellation of the vTPN Service, in the condition and on the terms and conditions of Section 3, you shall be fully responsible the lesser of (i) the entire replacement cost of all unreturned VeeaHub Equipment or (ii) the greatest amount that Veea may recover under applicable law.
- Indemnification. You hereby agree to indemnify, defend, and hold harmless Veea (as well as Veea’s owners, officers, directors, employees, and agents) from and against any and all claims for damages (including, without limitation, attorney’s fees, and costs) arising from your (i) breach of this Agreement, (ii) use of any devices or materials provided by Veea (including use by your employees, agents, or contractors), (iii) violation of law, or (iii) negligence or willful misconduct. The indemnities and obligations herein provided shall survive termination of this Agreement.
- Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE VTPN SERVICE IS PROVIDED “AS IS” AND WITH ALL FAULTS. VEEA AND ITS SUPPLIERS HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE AND NONINFRINGEMENT, WITH REGARD TO THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, VEEA DOES NOT WARRANT THAT THE VTPN SERVICE WILL BE FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS. WE DISCLAIM ANY AND ALL LIABILITY ARISING FROM OR RELATED TO CONTENT, GOODS, SOFTWARE OR SERVICES YOU OBTAIN FROM THIRD PARTY PROVIDERS.
- Disclaimer of Certain Damages. IN NO EVENT WILL VEEA OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, INFORMATION, REVENUE, PROFIT OR BUSINESS) ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR OTHERWISE UNDER OR IN CONNECTION WITH THESE TERMS OR THE VTPN SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY EVEN IF VEEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Limitation of Liability. VEEA’S AND ITS SUPPLIERS’ LIABILITY ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE VTPN SERVICE OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE VTPN SERVICE IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE PRODUCT REGARDLESS OF THE AMOUNT OF DAMAGES YOU MAY INCUR AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY.
The foregoing disclaimer of warranties, disclaimer of certain damages and limitation of liability will apply to the maximum extent permitted by applicable law. The laws of some states/jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages. To the extent that those laws apply to these terms, the exclusions and limitations set forth above may not apply to you.
- Export Restrictions. You agree to comply with all applicable laws, rules and regulations in connection with your use of the vTPN Service. You acknowledge that the vTPN Service may be subject to U.S. export restrictions. You agree to comply with all applicable laws and regulations that apply to the Software, including without limitation the U.S. Export Administration Regulations.
- Assignment. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Veea’s prior written consent, which consent Veea may give or withhold in its sole discretion. No delegation or other transfer will relieve you of any of your obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Paragraph 19 is void. Veea may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without your consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
- Governing Law. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to the address listed in your user account shall be effective service of process for any suit, action, or other proceeding brought in any such court. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Veea as a result of this agreement or use of the vTPN Services. Veea’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Veea’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Veea with respect to such use.
- Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, the Product or services provided by Veea with respect to the Product, or the Software shall be resolved exclusively and finally by arbitration under the current commercial rules of the American Arbitration Association, except as otherwise provided below. The arbitration will be conducted before a single arbitrator and will be limited solely to the dispute between you and Veea. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The arbitration shall be held in New York County, New York, U.S.A. by submission of documents, by telephone, online or in person as determined by the arbitrator at the request of the parties. The prevailing party in any arbitration or legal action occurring within the United States or otherwise shall receive all costs and reasonable attorneys’ fees, including any arbitration fee paid by the prevailing party. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered thereon in any court of competent jurisdiction. You understand that, in the absence of this provision, you would have had a right to litigate any such dispute, controversy or claim in a court, including the right to litigate claims on a class-wide or class-action basis, and you expressly and knowingly waive those rights and agree to resolve any disputes through binding arbitration in accordance with the provisions of this Section 21. The arbitration award shall be final and binding on the parties and may be enforced in any court having jurisdiction. Nothing in this Section shall be deemed to prohibit or restrict Veea from seeking injunctive relief or seeking such other rights and remedies as it may have at law or equity for any actual or threatened breach of any provision of this Agreement relating to Veea’s intellectual property rights. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND PIA SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE PROCEEDINGS. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW.
- Government Use. If you are accessing the vTPN Service on behalf of the United States Government (“USG”), then the following provision applies:
All software associated with the vTPN Service constitute commercial computer software. If acquired by or on behalf of an agency, department, or other entity of the USG, the use, duplication, reproduction, release, modification, disclosure or transfer of this software, and any related documentation of any kind, including technical data or manuals no matter how received by the USG, is restricted by the terms and conditions of a license agreement in accordance with Federal Acquisition Regulation 12.212 for civilian agencies, and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. All such software and Products were developed exclusively at private expense. All other use is prohibited.
- Severability. If any provision of this Agreement is invalid, illegal or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
- Entire Agreement; Amendment. This Agreement and the other Service Terms sets forth the entire agreement of Veea and you with respect to the vTPN Service and the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements whether written or oral. No amendment, modification or waiver of any of the provisions of this Agreement will be valid unless set forth in a written instrument signed by the party to be bound thereby.
- Construction and Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.