Terms and Conditions
This agreement provides customer access and usage of proprietary software as a service as specified below. Verify MC will provide this functionality through the Internet within a hosted server environment under the terms of this agreement.
Software Pricing and Plans
By using the Verify MC software, subscribers acknowledge. Verify MC reserves the right to increase the periodic License Fee or change plans at the company's sole discretion. Subscribers will be able to continue their current plan until their next billing cycle. In the event that the subscriber is not willing to pay the increased License Fee to continue as a subscriber, then subscriber shall have the option to terminate the Agreement with Verify MC.
For the duration of this agreement, Verify MC grants to customer, the simple, non -exclusive and personal right to use the software as described within this agreement in accordance with the contractually agreed number of users and functional modules. Customer acknowledges the exclusive user right within their own operations. A further use is not permitted. Ownership of rights: Customer receives the agreed SaaS license agreement user rights. An acquisition of additional rights to the software is excluded. Verify MC maintains and reserves all particular publication, multiplication, processing and utilization rights to the software. Reproduction: The Software is protected by copyright. The copyright also includes the software code, documentation, appearance, structure and organization of the software files, software names, logos and other forms of representation within the software. All rights are reserved and protected by international treaties and laws on copyright protection.
Up – and Down Times / Warranty
Verify MC warrants to Customer, (i) that commercially reasonable efforts will be made to maintain the online availability of the service permanently with the objective of 99.0% up-time (excluding scheduled outages, force majeure, and outages that result from any customer technology issues), (ii) the functionality or features of the service may change but will not materially decrease during a paid term, and (iii) that the support may change but will not materially degrade during any paid term. Customer claims against Verify MC, which result from the non-availability or non-functioning of the system, for whatever reason, are excluded.
Verify MC provides support services during the subscription term. It includes the analysis and resolution of documented, reproducible errors of the SaaS solution by competent personnel and in accordance with accepted industry standards. The Verify MC customer support is available Monday through Friday from 10.00 to 17.00 (Pacific Standard Time). Customer must report any error immediately with an exact description of the problem (including screenshots if possible) support at verifymc.com. Customer is responsible to timely cooperate with Verify MC on support case resolutions.
Error fixing of the Verify MC system (software and infrastructure) is provided free of charge. All other services (such as technical assistance, configuration, user training in addition to the initial training, regulatory services) are not part of the support services. If Verify MC provides extended support services free of charge for goodwill reasons, it can result in no legal claim. Customer acknowledges that Verify MC support staff may access the customer database instance solely to perform support services. Customer may deny this right at any time in writing to Verify MC. Not owed within this agreement are support services onsite at customer premises. Should customer require onsite support services than these can be provided by Verify MC at additional cost.
System Modifications and Upgrades
Verify MC is entitled to perform minor system upgrades, bug fixes and software maintenance. Whenever possible, system upgrades are performed outside of customer’s business hours. Verify MC will ensure that all data (documents, submissions, audit trails etc.) are maintained safely during an upgrade. Significant major changes to the system will be announced at least two weeks prior to their effectiveness by e-mail to the specified customer e-mail account. Customer can object to the changes in writing or by e-mail. The copyright for objects created and published by Verify MC itself remains the sole property of Verify MC. Reproduction or use of such graphics, sound documents, video sequences and texts in any other electronic or printed publications is prohibited without the express consent of Verify MC.
Access to Verify MC is provided via a password encryption for all users. Administration and assigning of user rights is within customer’s responsibility. Verify MC ensures that data entered by user, documents, submissions and other process information are stored encrypted within customers physical database. Each customer receives a designated physical database instance. This database instance is functionality encrypted through SQL Server Database encryption. The internet connection between customer’s browser and the Verify MC datacentre is provided with “Secure HTTPS” encryption. MCI Software data centres are certified according to ISO 27001 ISO/IEC 27001, SOC 1/SOC 2-SSAE and HIPAA.
Backup and Disaster Recovery
Verify MC Software automatically and at least once every hour creates a data backup of all data, information and documents in a backup database in the primary datacenter and also in the secondary datacenter. Should there be a system failure in the primary datacentre, data will be retrieved from the secondary datacentre. The recovery time for a complete data center failure of the primary datacenter can be up to 48 hours. (Disaster recovery case)
- Customer must act in compliance with all laws and regulations
- Customer shall ensure that any information or content uploaded into the system does not violate laws, third party copyrights or trademark protections or other rights of third parties.
- Customer shall ensure with reasonable commercial efforts that the data entered into the system is free of computer viruses or other harmful codes as well as no software will be used, that affects the safety.
Customer acknowledges that the software as a service provided by Verify MC is a copyright protected system according to California state and United States federal law.
Confidential information means all non-public information disclosed by a party (discloser) to the other party (recipient), 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 (confidential information). Verify MC confidential information includes without limitation the service, licensed software, documentation, user interface design and layout information, and pricing information. The recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any confidential Information of the disclosing party for any purpose outside the scope of this agreement. The recipient must make commercially reasonable efforts to limit access to confidential information of discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with excipient no less restrictive than the confidentiality terms of this agreement. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to discloser, (ii) was known to the recipient prior to its disclosure by the discloser without breach of any obligation owed to the discloser, (iii) is received from a third party without breach of any obligation owed to discloser, or (iv) was independently developed by the recipient without use or access to the confidential information. The recipient may disclose confidential information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
By Verify MC for infringement: If a third-party claims that the service (other than related to the customer data) infringes that party’s patent, copyright or other proprietary right, Verify MC will defend customer against that claim at Verify MC Software’s expense and pay all costs, and damages, that a court finally awards or that are included in a settlement approved by Verify MC, provided that customer: promptly notifies Verify MC in writing of the claim; and allows Verify MC Software to control, and cooperates with Verify MC in, the defense and any related settlement.
If such a claim is made, Verify MC could continue to enable customer to use the service or to modify it. If Verify MC determines that these alternatives are not reasonably available, Verify MC may terminate the service (without any liability to customer) upon notice to customer and with the return of any prepaid and unused fees. Verify MC is not responsible for an infringement claim to the extent it is based on technology not provided by Verify MC, or a combination with technology not provided by Verify MC where there would not be an infringement of the service without the combination.
By customer: If a third-party claims against Verify MC that any part of the customer data infringes or violates that party’s patent, copyright or other right, customer will defend Verify MC against that claim at customer’s expense and pay all costs, damages, and attorney’s fees, that a court finally awards or that are included in a settlement approved by customer, provided that Verify MC promptly notifies customer in writing of the claim; and allows customer to control, and cooperates with customer in, the defense and any related settlement.
Exclusion of indirect damages: Verify MC is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement. (Including, without limitation, costs of delay, loss of data, records or information, lost profits and any failure of delivery of the service).
Total limit of liability: Except for Verify MC’s indemnity obligations, Verify MC’s liability for all damages arising out of or related to this agreement (whether in contract or otherwise) does not exceed the actual amount paid by customer within the preceding 12 months under this agreement.
Enforceability and Force Majeure
If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for force majeure events.
This agreement is governed by the laws of California. The place of jurisdiction is Los Angeles, California.
For a period of 15 days from inception of the agreement, customer maintains the right to return the service, if the customer identifies system deficiencies that represent a significant deviation from the system documentation and these deviations are not corrected either within a reasonable time period or Verify MC is not providing an appropriate remediation concept to customer.