Legal document

Terms of Service

Version 2.14Last updated: 24 October 2026Vexaro, LLC

These Terms are the master agreement between Vexaro and the organisation or person that uses the Service. They explain how the Service is licensed and operated, who is responsible for what, how billing, suspension, termination, liability, and disputes work, and how these Terms fit together with your Order Form, the Product Supplements, and the referenced policies.

1. Introduction

These Terms of Service (the “Terms”) are a binding agreement between Vexaro (“we”, “us”, “our”), meaning Vexaro, LLC as defined in §2, and the Customer (“you”, “your”) that creates an account, installs the Vexaro Agent, signs an Order Form, or otherwise uses the Service. By doing any of those things, you accept these Terms. If you do not accept them, do not use the Service.

If you use the Service on behalf of an organisation, you accept these Terms for that organisation, and “you” means that organisation (see §3).

These Terms govern your access to and use of all of the Service. They are supplemented by the Order Form, by the Product Supplement for each Product you use, and by the policies referenced in these Terms (including the Acceptable Use Policy, Billing Terms, Refund & Cancellation Policy, Service Availability Policy, Data Processing Addendum, Privacy Notice, and Cookie Notice). Together these form the agreement between the parties.

1.1 Order of precedence

If the documents that make up this agreement conflict, the following order of precedence applies, from highest to lowest:

the Order Form (including any executed quote, online checkout record, or written agreement that records the commercial terms);
the applicable Product Supplement for the Product in question (Vexaro Desk, Vexaro Mesh, Vexaro Security, or Vexaro Development);
these Terms of Service; and
the referenced Policies (Acceptable Use, Billing, Refund & Cancellation, Service Availability, DPA, Privacy, Cookie).

A higher-ranked document controls only to the extent of the conflict and only for the subject matter it addresses; the remaining terms continue to apply.

2. Definitions

The following defined terms are used throughout the Vexaro Legal Center. They are capitalised wherever they carry the meaning given here. Other documents in the Legal Center link to this section as the canonical glossary.

Vexaro / we / us / our: Vexaro, LLC, a limited liability company organized under the laws of the State of Delaware, USA, unless a different Vexaro contracting entity is expressly identified in your Order Form, invoice, or account record; in that case, that entity is the sole contracting party for the relevant order, and references to “Vexaro” in these Terms are to that entity.
Customer / you / your: the organisation or person that holds the account or signs the Order Form. Where the user acts for an organisation, “you” means that organisation.
Order Form: the ordering document, online checkout, quote, or written agreement that records the commercial terms; it overrides the public documents on conflict. A Statement of Work (SoW) or engagement letter for a professional-services engagement is an Order Form for the purpose of these Terms.
Service / Services: all Vexaro products, software, agents, APIs, websites, and documentation, collectively.
Products: Vexaro Desk (remote access & support), Vexaro Mesh (encrypted mesh networking / VPN; in development and not yet available), Vexaro Security (security-testing services), and Vexaro Development (custom software & engineering services).
Vexaro Agent / Agent: the software installed on a device to use the Service.
Authorized User: a person the Customer permits to use the Service.
Operator: an Authorized User who initiates or controls a remote session (Desk).
End User: the individual whose device, session, or network is accessed or whose data is processed; typically the Customer’s employees, contractors, or users.
Customer Content: data and material the Customer or its users provide to, create in, transmit through, or generate via the Service, including screen streams, files, clipboard data, session recordings, network/payload traffic, configuration, and similar material.
Personal Data: information relating to an identified or identifiable individual, processed in connection with the Service.
Recording: a stored capture of a Desk session, created automatically on plans that include session recording (see the Recording & Monitoring Notice).
Subprocessor: a third party engaged by Vexaro to process Personal Data to provide the Service (listed in the Subprocessor List).
Self-Hosted Deployment: a deployment the Customer installs and operates on its own infrastructure.
Checkout Provider / Merchant of Record: an authorised reseller that sells to the buyer as merchant of record and handles payment, tax, refunds and chargebacks for that checkout (see the Billing Terms).
Free Plan / Trial / Paid Plan / Enterprise Plan: the plan tiers; specifics are set on the pricing page and the Order Form.
Documentation: Vexaro’s published product and security documentation.

3. Account & Authority

3.1 Registration accuracy

You agree to provide accurate, current, and complete information when you register and to keep it up to date. We may rely on the information and instructions associated with your account.

3.2 Authority to bind

If you create an account or accept these Terms for an organisation, you represent that you are authorised to bind that organisation, and the organisation is the Customer. If you do not have that authority, you must not accept these Terms or use the Service on the organisation’s behalf.

3.3 Credential security

You are responsible for safeguarding account credentials, API keys, enrolment secrets, and device tokens, and for activity under your account that results from your or your Authorized Users’ acts, omissions, or failure to safeguard credentials, except to the extent the activity results from Vexaro’s breach of this agreement, Vexaro’s negligence, or a security vulnerability in the Service. We recommend a strong, unique password and multi-factor authentication where available. Notify us at [email protected] without undue delay if you suspect unauthorised access to your account. We are not responsible for loss arising from your failure to keep credentials secure, except to the extent caused by us.

3.4 Eligibility

You may use the Service for any purpose: for your business, for commercial work, or for personal use, on any plan, including the Free plan. Plans differ only in their limits and features, never in what you may use them for. The Service is not directed to children under 16, and each Authorized User must be at least 18 years old or otherwise have the legal capacity to enter into a binding agreement. You are responsible for ensuring that your Authorized Users meet these requirements. If you use the Service as a consumer, the mandatory consumer-protection rules of your country apply in addition to these Terms, and nothing in these Terms removes or limits the rights they give you.

4. Service Scope

4.1 What the Service includes

The Service comprises the Products you order, together with their software, Agents, APIs, and Documentation. Depending on your plan and Order Form, the Service may be provided as a Vexaro-operated cloud service, as a Self-Hosted Deployment that you install and operate, or as an on-premises deployment. The capabilities of each Product are described in its Product Supplement and in the Documentation.

4.2 APIs and Agents

We may make APIs available to let you configure, integrate with, and operate the Service. Use of the APIs is part of the Service and is governed by these Terms, the applicable Product Supplement, and any published API limits. The Agent is licensed to you under §7.

4.3 Updates

We may update, improve, or modify the Service and the Agent from time to time, including changes to features and interfaces. For Agents installed on your devices, updates may be delivered automatically to maintain security, compatibility, and supportability. We will not materially reduce the core functionality of a paid Product during a paid term without the notice described in §18, except where required for security, legal, or safety reasons.

4.4 Beta features

We may offer features, Products, or environments identified as beta, preview, early-access, or evaluation (“Beta”). Beta features are addressed in §11 and are provided without service-level or warranty commitments.

5. Customer Responsibilities

You are responsible for how you and your Authorized Users use the Service. In particular, you agree that:

a. Devices and authorisation. You will use the Service only with devices, systems, and networks that you own or are explicitly authorised to access, manage, monitor, record, or control. You are responsible for confirming that authorisation before each use.
b. Access rights. You will configure access, roles, and permissions appropriately (for example, attended consent-based access, unattended access, RBAC, and directory provisioning) and keep them current as people join, change roles, or leave.
c. End-User notice and consent. You are responsible for notifying your End Users about, and where required obtaining their consent to, remote access, monitoring, logging, and Recording, and for having a lawful basis to do so. See the Recording & Monitoring Notice and the Privacy Notice.
d. Your own policies. You remain responsible for your own internal, organisational, employment, and local policies and for the lawfulness of your particular use case. Nothing in the Service determines those for you.
e. Lawful basis. Where you process Personal Data through the Service, you are responsible for having a lawful basis to do so and for meeting your obligations as the controller of that data, as further set out in the Data Processing Addendum.

6. Acceptable Use

Your use of the Service is subject to the Acceptable Use Policy (the “AUP”), which is incorporated into these Terms. The AUP sets out the authorisation requirement that applies to all Authorized Users and End Users, and the prohibited activities, such as unauthorised access, malware distribution, network attacks, and abuse of the Service. A breach of the AUP is a breach of these Terms and may lead to suspension or termination under §12 and §17.

7. Software Licence

7.1 Licence grant

Subject to these Terms, your Order Form, and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to install and use the Vexaro Agent and the related client software solely to access and use the Service for your internal business purposes during your subscription term.

7.2 Restrictions

You will not, and will not permit any Authorized User or third party to:

a. sell, resell, rent, lease, sublicense, distribute, or provide access to the Service or the Agent to a third party except as expressly permitted by your Order Form;
b. copy, modify, or create derivative works of the Agent or the Service except as expressly permitted;
c. remove, obscure, or alter any proprietary notices;
d. use the Service or Agent to build a competing product or to benchmark for a competitor; or
e. circumvent or disable any security, authentication, licensing, or access-control mechanism, or exceed the use authorised by your plan or Order Form.

7.3 Reverse engineering

You will not reverse engineer, decompile, or disassemble the Agent or the Service, or attempt to derive their source code, except to the extent this restriction is prohibited by applicable mandatory rules, and then only after you have given us written notice and a reasonable opportunity to provide the interoperability or other information sought.

7.4 Updates

The licence covers updates to the Agent that we make generally available. Updates are provided under these Terms unless we state that separate terms apply. You agree to permit and not interfere with updates that are necessary for security, compatibility, or supportability.

7.5 Intellectual property

As between the parties, we and our licensors retain all right, title, and interest in and to the Service, the Agent, and the Documentation, including all related intellectual-property rights, which are protected by applicable intellectual-property rules and treaty-based protections. No rights are granted to you except the limited licence expressly stated here. The source code of the Agent, and the internal design, structure, and interfaces of the Agent and the Service that we do not publish in the Documentation, are our trade secrets and our Confidential Information under §13. If you provide feedback or suggestions about the Service, you grant us a non-exclusive, worldwide, royalty-free, perpetual licence to use them to improve the Service, with no obligation to you.

7.6 Third-party and open-source components

The Agent and client software include third-party components licensed under their own terms, listed in the in-app Third-party software notices and at vexaro.cloud/legal/open-source. Those licences govern your use of those components. Nothing in these Terms, including §7.2 and §7.3, limits rights those licences grant you; for components under the GNU LGPL (such as FFmpeg) you may modify the component and reverse-engineer as needed to debug such modifications, and we make corresponding source code available as described there. This section does not apply to Microsoft redistributable components, which remain subject to §7.2 and §7.3.

7.7 Export, sanctions, and anti-corruption

a. Export and trade controls. You will use the Service and the Agent in compliance with the export-control and economic-sanctions laws that apply to you and to Vexaro, including those of the United States, the European Union, and the United Kingdom. You will not use, export, re-export, or transfer the Service or the Agent in violation of those laws.

b. Sanctioned countries and regions. The Service is not offered in countries and regions under comprehensive United States sanctions or export embargoes, currently Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine (the Sanctioned Regions). You may not access or use the Service from a Sanctioned Region, or for or on behalf of a person located or ordinarily resident in one or of the government of one. Vexaro blocks access from Sanctioned Regions where it can identify them and updates this list when the law changes.

c. Restricted parties. Each party represents that it, and to its knowledge its owners and the personnel it engages to perform under this agreement, is not a restricted, designated, or sanctioned party, and is not owned 50 percent or more or controlled by such a party. Restricted parties include those named on the sanctions and restricted-party lists of the United States (including the Specially Designated Nationals and Blocked Persons List and the Entity List), the European Union, the United Kingdom, and the United Nations. Neither party will use the Service for, or make the Service available to, any such party, and neither party is otherwise subject to a restriction that would prohibit performance under this agreement.

d. Restricted end uses. You will not use the Service for or on behalf of a government, military, intelligence, or security body of Russia or Belarus, or a company it owns or controls; for a military end use or a military end user where the law restricts it; in connection with weapons of mass destruction; or to provide to any person a service that applicable sanctions prohibit.

e. Our rights. Payments are screened against sanctions lists by our payment processor. If Vexaro reasonably believes that an account, a device, or a use breaches this Section 7.7, Vexaro may block access, suspend or terminate the account, and refuse or refund a payment, as the law requires and without liability for doing so.

f. Anti-corruption. Each party will comply with applicable anti-bribery and anti-corruption rules and will not, directly or indirectly, offer, promise, give, request, or accept any bribe, kickback, facilitation payment, or other improper advantage in connection with this agreement.

8. Customer Data

8.1 Ownership

As between the parties, you retain all right, title, and interest in and to Customer Content and the Personal Data you process through the Service. We do not claim ownership of it.

8.2 Licence to operate the Service

You grant us a limited, non-exclusive, worldwide licence to host, process, transmit, route, store, display, and otherwise use Customer Content and Personal Data only as necessary to provide, secure, maintain, and support the Service, to provide the features you enable, and as instructed by you. Our processing of Personal Data on your behalf is governed by the Data Processing Addendum and described in the Privacy Notice.

8.3 Live sessions, Recording, and storage

Live session media is encrypted in transit and is not stored by Vexaro. Between Vexaro apps the media is encrypted end-to-end, whether the devices connect directly (peer-to-peer) or through a relay because a direct connection is not possible: the two devices agree the keys of each session, no Vexaro component holds them, and a relay forwards data it cannot read. This needs version 0.2.13 or later of the Vexaro app on both devices; where one of them runs an older version, a relayed session is encrypted with a key the relay supplies and is not end-to-end encrypted against the relay. A browser-viewed session is opened by a Vexaro server component (the browser bridge) to deliver it to the browser, without being stored. Vexaro does not store or inspect the content of live sessions, and the video of a Recording never reaches us. Session recording is off unless you turn it on. On the Team, Business, and Enterprise plans (including the Team trial), your owners and administrators can turn recording on and choose where the recording files are kept: on the computer that is accessed, on the operator’s computer, or on both. The operator’s computer keeps a copy only when the operator connects with the Vexaro Windows app and is a member of your organisation; otherwise the computer that is accessed keeps the file. The files are written on those computers by the Vexaro Windows app (version 0.2.15 or later) and are never uploaded to us; we store only each Recording’s details and event timeline, retained for the recording-retention period of your plan, and each time the Vexaro app finishes a recording on a computer, it deletes the recording files older than that period from its recordings folder there. A Recording is Customer Content, and its details are accessible to the owners, administrators, and auditors of your organisation. You are responsible for the matters described in §5(c).

8.4 Export and deletion

While your account is active, you can export Customer Content using the Service’s export features or APIs. On termination, the export window and deletion timelines in §17 apply. Retention periods for the categories of data we process on your behalf are set out in the Privacy Notice and the Data Processing Addendum.

9. Security

We operate an information-security program designed and operated to align with the principles of recognised information-security-management, service-organisation-control, and application-security-verification frameworks, including encryption in transit and, for sensitive account fields and backups, at rest, access controls, internal access safeguards, logging, and security review practices. We operate security review and vulnerability-handling processes, including a vulnerability-disclosure channel. A description of the program, the encryption in use, and the shared-responsibility model is published in the Security Overview and the related Trust Center documents. No method of transmission or storage is completely secure, and we do not guarantee that the Service will be free of vulnerabilities.

10. Billing

Fees, plans, billing cycles, invoicing, taxes, and the available payment paths (including processing by Vexaro directly or by an authorised reseller / merchant of record) are described in the Billing Terms and recorded in your Order Form. Refunds and cancellation are governed by the Refund & Cancellation Policy, and service-credit remedies for missed uptime are governed by the Service Availability Policy. Depending on the checkout method, your payment may be processed by Vexaro directly or by an authorised reseller / merchant of record, in which case that provider’s buyer terms also apply to the payment, tax, and refund of that purchase.

11. Trials & Beta

11.1 Trials

We may offer a Trial of a Paid Plan. Unless your Order Form says otherwise, Trials are for evaluation, may be limited or changed, and convert or expire as described at sign-up, in your checkout, and in the Billing Terms.

11.2 Beta

Beta features are made available to let you evaluate them and are provided “as is” and “as available”, without any service-level commitment and without warranties of any kind. The Service Availability Policy does not apply to Beta. We may change, limit, suspend, or discontinue a Beta feature at any time, and a Beta feature may never become generally available. You use Beta features at your own discretion and should not rely on them for production or business-critical purposes.

12. Suspension

We may suspend your or an Authorized User’s access to all or part of the Service, with notice appropriate to the circumstances, if:

a. you breach the Acceptable Use Policy or these Terms;
b. your use poses a security, integrity, or legal risk to us, to other customers, or to third parties;
c. an amount due is overdue after the retry and notice process in the Billing Terms; or
d. suspension is needed to investigate suspected abuse or to comply with a legal obligation.

Where practicable and lawful, we will limit the scope and duration of a suspension and restore access promptly once the cause is resolved. Suspension does not relieve you of fees accrued before or during the suspension. A suspension or termination for an AUP violation is not eligible for a refund, as described in the Refund & Cancellation Policy.

13. Confidentiality

Each party (the “Receiving Party”) may receive non-public information of the other (the “Disclosing Party”) that is marked or reasonably understood to be confidential (“Confidential Information”). The Receiving Party will use Confidential Information only to perform under this agreement, will protect it with at least reasonable care, and will not disclose it except to its personnel, advisers, and contractors who need it and are bound by confidentiality obligations at least as protective. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was already known to it without a duty of confidentiality, is independently developed, or is rightfully received from a third party. The Receiving Party may disclose Confidential Information if required by law or legal process, after giving the Disclosing Party reasonable notice where lawful. These obligations apply during the term and for as long afterwards as the information remains confidential.

14. Warranties Disclaimer

Each party warrants that it has the authority to enter into this agreement. We will provide the Service with reasonable skill and care and substantially in accordance with the Documentation.

Except for the warranties expressly stated in this agreement, and to the extent permitted by applicable rules, the Service, the Agent, and the Documentation are provided “as is” and “as available”, and we and our licensors disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or able to meet a requirement we have not expressly agreed in writing. Availability commitments, where they apply, are stated in the Service Availability Policy. Where mandatory rules grant you warranties or rights that cannot be excluded, this section applies only to the extent those rules allow.

15. Limitation of Liability

15.1 Exclusion of indirect damages

To the extent permitted by applicable rules, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, anticipated savings, business, goodwill, or data, however caused and under any theory of liability, even if the party was advised of the possibility.

15.2 Liability cap

To the extent permitted by applicable rules, each party’s total aggregate liability arising out of or relating to this agreement, taken together across all claims and whether in contract, tort (including negligence), or otherwise, will not exceed the greater of (a) the total fees you paid for the affected Service in the twelve (12) months immediately before the event giving rise to the liability, and (b) the liability amount or minimum stated in your Order Form if one is specified or, where none is specified, an amount equal to three (3) months of fees for the affected Service at the rate then in effect. Fees that are due but unpaid are added to, and do not reduce, the amount under (a). This §15.2 states a single aggregate cap and is not multiplied by the number of claims or events.

15.3 Enhanced cap for confidentiality, data-protection, and security breaches

To the extent permitted by applicable rules, the cap in §15.2 does not apply to (a) a party’s breach of its confidentiality obligations under §13, or (b) Vexaro’s breach of its data-protection and security obligations under the Data Processing Addendum and §9. Liability for those matters is instead subject to an enhanced cap equal to the greater of (i) three (3) times the total fees you paid for the affected Service in the twelve (12) months immediately before the event, and (ii) any enhanced or super-cap amount stated in your Order Form. This enhanced cap does not apply to the matters carved out of all caps under §15.4.

15.4 Matters not subject to the caps

The exclusion in §15.1 and the caps in §15.2 and §15.3 do not apply to:

a. your payment obligations;
b. your indemnification obligations under §16 and Vexaro’s indemnification obligations under §16;
c. a party’s gross negligence, wilful misconduct, or fraud;
d. death or personal injury caused by a party’s negligence; or
e. any other liability that applicable mandatory rules do not permit to be excluded or limited.

Where mandatory rules apply, the limitations in this section apply only to the maximum extent those rules allow.

16. Indemnification

16.1 Customer indemnity

You will defend, indemnify, and hold harmless Vexaro and its affiliates, and their personnel, from and against third-party claims, and the resulting losses, damages, liabilities, costs, and reasonable expenses (including reasonable legal fees), to the extent arising out of or relating to:

a. your use of the Service in breach of these Terms or the Acceptable Use Policy;
b. your unlawful or unauthorised use of the Service, including access to any device, system, or network you were not authorised to access;
c. your infringement or misappropriation of a third party’s intellectual-property, privacy, or other rights; or
d. Customer Content or other content transmitted, stored, recorded, or processed through your use of the Service.

16.2 Vexaro intellectual-property indemnity

Vexaro will defend the Customer, and its affiliates and their personnel, against any third-party claim alleging that the Service or Agent, as provided by Vexaro and used in accordance with this agreement, infringes that third party’s intellectual-property rights, and will indemnify the Customer for losses, damages, liabilities, costs, and reasonable expenses (including reasonable legal fees) finally awarded against, or agreed in settlement by, the Customer for such a claim.

If the Service or Agent is, or in Vexaro’s reasonable opinion is likely to become, the subject of such a claim or an injunction, Vexaro may, at its option and expense: (a) procure for the Customer the right to continue using the affected part of the Service or Agent; (b) modify or replace the affected part so that it is non-infringing while materially preserving its functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected part of the Service or Agent and refund any pre-paid fees for the unused remainder of the then-current term for that affected part.

This §16.2 does not apply to, and Vexaro has no obligation for, a claim to the extent it arises from: (i) Customer Content; (ii) use of the Service or Agent in breach of this agreement, or other unauthorised use; (iii) modification of the Service or Agent by anyone other than Vexaro; (iv) combination or use of the Service or Agent with products, services, data, or materials not provided by Vexaro, where the claim would have been avoided but for that combination or use; or (v) Vexaro’s compliance with the Customer’s specifications or written instructions. This §16.2 states Vexaro’s entire liability, and the Customer’s exclusive remedy, for any claim of intellectual-property infringement by the Service or Agent.

16.3 Indemnification procedure

Sections 16.1 and 16.2 survive termination. The party seeking indemnification (the “Indemnified Party”) will give the other party (the “Indemnifying Party”) prompt written notice of the claim, reasonable cooperation (at the Indemnifying Party’s expense), and control of the defence and settlement of the claim, provided that no settlement imposing a non-indemnified obligation, admission, or liability on the Indemnified Party may be entered into without its prior written consent (not to be unreasonably withheld). The Indemnified Party may participate in the defence with its own counsel at its own expense.

17. Termination

17.1 Termination by the Customer

You may stop using the Service and close your account at any time through your account settings or by contacting [email protected]. Closing a paid account takes effect at the end of the then-current term unless your Order Form says otherwise; fees already due remain payable, and refunds (if any) are governed by the Refund & Cancellation Policy.

17.2 Termination by Vexaro

We may terminate this agreement or any Order Form, or terminate or suspend your access, if: you materially breach these Terms or the Acceptable Use Policy and do not cure the breach within a reasonable period after notice (or immediately, where the breach is not capable of cure or poses a security, legal, or safety risk); an amount remains overdue after the process in the Billing Terms; or we are required to do so to comply with a legal obligation.

17.3 Effect of termination

On termination or expiry, your right to access the Service ends (or ends at the close of the paid term for a voluntary closure under §17.1). Any section, and any obligation within a section, that by its nature is intended to survive termination or expiry continues in effect. These include, without limitation, §2 (Definitions), §7.5 (Intellectual property), §8.1 (Ownership of Customer Content), §11.2 (the Beta “as is”, no-warranty disclaimer), §13 (Confidentiality), §14 (Warranties Disclaimer), §15 (Limitation of Liability), §16 (Indemnification, including both the Customer indemnity and the Vexaro indemnity), this §17.3 and §17.4, §19 (Disputes), §20 (General, including Entire Agreement, Severability, Waiver, Notices, No Third-Party Beneficiaries, Assignment, and Governing Language), and any payment obligations accrued before termination or expiry. This list is illustrative and not exhaustive.

17.4 Export window and deletion

For a Vexaro-operated deployment, we will make Customer Content available for export for the export period shown in the Product, account, plan, checkout, or Order Form, during which you may request an export. Customer Content is removed from active systems under our standard termination process, and residual copies in encrypted backups are purged as those backups expire in the ordinary backup lifecycle, except where we must retain limited data to comply with applicable financial-record, tax, security, abuse-prevention, dispute-resolution, or other mandatory requirements, in which case we will retain only what is required and for no longer than required. Deletion of data held in a Self-Hosted Deployment is the Customer’s responsibility. Data-protection-specific deletion and return obligations are set out in the Data Processing Addendum.

18. Changes

We may update these Terms and the referenced policies from time to time. A change takes effect when we publish it. When we make a material change to these Terms or the Data Processing Addendum, we tell you about it by email to your account address, in the Service, or on our website. Price changes are governed by the Billing Terms, and changes to Subprocessors by the Data Processing Addendum and the Subprocessor List. If you do not accept a change, you may stop using the Service. If you do not accept a material change to these Terms or the Data Processing Addendum, you may also terminate the affected paid Service under §17 within 14 days of our notice of the change, and we will refund any pre-paid fees for the unused remainder of the then-current term for that Service on a pro-rata basis. Otherwise, if you keep using the Service after a change takes effect, you accept the changed terms.

19. Disputes

19.1 Informal resolution first

Before starting any formal proceeding, the parties will try in good faith to resolve the dispute informally. You agree to contact us first at [email protected] with a description of the dispute, and the parties will attempt resolution for a commercially reasonable period from that notice. Most disputes can be resolved this way.

19.2 Binding resolution

If the dispute is not resolved informally, it will be resolved through a neutral, binding dispute-resolution process agreed by the parties. The governing law and the competent courts or dispute forum are those specified in the applicable Order Form or contracting document. If your Order Form or contracting document does not specify a governing law or forum, these Terms and any dispute arising out of or relating to them or to the Service are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules, and the state and federal courts located in the State of Delaware have exclusive jurisdiction and venue. This choice of law and forum does not deprive you of any protection or forum rights granted to you by mandatory rules of the country where you habitually reside (including, for consumers in the EEA or the UK, the right to bring proceedings in the courts of that country). The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.3 Individual basis

To the extent permitted by applicable mandatory rules, the parties agree that disputes will be brought and resolved on an individual basis only, and not as part of a class, consolidated, or representative proceeding. This §19.3 is mutual and binds both parties equally. This §19.3 applies only where, and to the extent, such an agreement is permitted by the applicable mandatory rules. If the individual-basis requirement is held unenforceable as to a particular claim or jurisdiction, it is severed for that claim or jurisdiction only, and the remainder of this §19 continues to apply to that and to every other claim.

19.4 Equitable relief

Nothing in this section prevents either party from seeking interim or injunctive relief from the competent courts or dispute forum specified in the Order Form to protect its intellectual-property rights or Confidential Information.

20. General

20.1 Force Majeure

Neither party is liable for any delay or failure to perform (other than an obligation to pay) caused by an event beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labour disturbance, governmental action, failure or interruption of the internet, telecommunications, or third-party hosting, networks, or utilities, and denial-of-service or other malicious attack. The affected party will use reasonable efforts to mitigate the effect and resume performance. If a force-majeure event affecting the Service continues for more than thirty (30) consecutive days, either party may terminate the affected Service or Order Form on notice, and Vexaro will refund any pre-paid fees for the unused remainder of the then-current term for the affected Service on a pro-rata basis. This section does not excuse the Customer’s payment obligations for the Service already provided.

20.2 Assignment

Neither party may assign or transfer this agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign it, on written notice and without consent, to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets or the business to which this agreement relates. Any other purported assignment or transfer is void. This agreement binds and benefits the parties and their permitted successors and assigns.

20.3 Severability

If any provision of this agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted and, to the extent it cannot be, will be deemed severed, and the remaining provisions will continue in full force and effect. The parties will replace the affected provision with a valid one that most nearly achieves its original intent and economic effect.

20.4 Waiver

No failure or delay by a party in exercising any right or remedy under this agreement operates as a waiver of it, and no single or partial exercise prevents any further exercise. A waiver is effective only if it is in writing and signed by the party granting it, and applies only to the specific instance and purpose for which it is given. A party’s rights and remedies under this agreement are cumulative and in addition to any others provided by law.

20.5 Entire Agreement

This agreement, which comprises these Terms, the Order Form, the applicable Product Supplements, and the referenced policies, is the entire agreement between the parties about its subject matter and supersedes all prior or contemporaneous proposals, quotes, statements, and understandings, whether written or oral, including any pre-contract statements about features, security, or availability. Except for a claim of fraud, neither party has relied on, and neither party will have any remedy for, any representation not expressly set out in this agreement. The order of precedence in §1.1 governs any conflict between the documents that make up this agreement. Pre-printed or standard terms on a Customer purchase order or similar document have no effect.

20.6 Notices

Notices under this agreement must be in writing. Vexaro may give notice to you by email or in-product message to the address or account associated with your account or Order Form, and to your billing contact for billing notices. You must give legal notices (including of breach, termination, or a dispute) to [email protected] and, where one is specified, to the notice address on your Order Form. A notice is deemed received: if by email or in-product message, on the day it is sent (or the next business day if sent outside business hours); and if by a delivery service or post, on documented delivery. Operational and routine service communications may be given through the Service.

20.7 No Third-Party Beneficiaries

This agreement is for the benefit of the parties only and does not create any right or remedy enforceable by any other person, except that Vexaro’s affiliates and personnel are intended beneficiaries of the indemnities and the limitations and exclusions of liability in this agreement. Authorized Users, Operators, and End Users have no independent rights under this agreement.

20.8 Relationship of the Parties

The parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between them, and neither party has authority to bind the other or to incur any obligation on the other’s behalf.

20.9 Governing Language

This agreement and the documents that make up the Vexaro Legal Center may be made available in more than one language for convenience. The English-language version is the authoritative version and controls in the event of any conflict or inconsistency, except to the extent applicable mandatory rules require a local-language version to prevail.

20.10 Electronic Acceptance, Counterparts, and Signature

The parties agree that this agreement and any Order Form may be accepted or executed electronically, including by click-through, electronic acceptance, or electronic signature, and that such acceptance or signature is valid and binding to the same extent as a handwritten signature. Vexaro keeps an electronic record of each acceptance, as described in the Privacy Notice (Section 3.9), and that record is evidence of what was accepted, when, and by which account or computer. An Order Form or amendment may be executed in one or more counterparts, each of which is an original and all of which together constitute one instrument.

21. Contact

For questions about these Terms, or for legal and contracting matters, contact:

Legal & contracting: [email protected]
Privacy / data-protection contact: [email protected]
Security reports / vulnerability disclosure: [email protected]
Abuse reports: [email protected]
Support: [email protected]

Contracting and notice details are provided on invoices and Order Forms.

Contracting entity and notices. Vexaro, LLC, a limited liability company organized under the laws of the State of Delaware, USA, with its registered office at 131 Continental Dr, Suite 305, Newark, DE 19713, USA (registered agent: Legalinc Corporate Services Inc.), is the Vexaro contracting entity, unless a different Vexaro entity is expressly identified in your Order Form, invoice, or account record. Legal notices to Vexaro must be sent to [email protected] and may also be sent to the registered office address above; a notice sent by email is effective on the business day after transmission unless the sender receives a delivery-failure response.

This document is part of the Vexaro Legal Center.