Terms of Use

Agreement to these Terms

These Terms of Use (the “Terms”) are entered into between [[ENTITY]] (“VavaStone”, “we”, “us”, “our”) and the person or organisation that accesses the Service (“you”, “Customer”). They apply whether you are a paying subscriber, a trial user, an invited user of a subscriber’s account, or simply a visitor to vavastone.com.

By accessing the website, creating an account, clicking to accept, signing an Order Form that references these Terms, or using the Service in any way, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1.1 Authority

If you accept these Terms on behalf of a company, partnership or other entity, you represent and warrant that you have full legal authority to bind that entity, and “you” refers to that entity. If you lack that authority, you must not use the Service, and you accept these Terms personally.

1.2 Order of precedence

Where there is a conflict, the following order governs, highest first: (a) a written Order Form, statement of work, or master services agreement signed by an authorised officer of VavaStone; (b) any addendum expressly incorporated by that document, including our Data Processing Addendum; (c) these Terms; (d) the Privacy Policy and Cookie Policy; (e) any documentation, in-product notice, or help material.

1.3 No pre-printed terms

Any term contained in a purchase order, vendor portal, supplier onboarding form, invoice acknowledgement, click-through, procurement policy or other document issued by you is void and of no effect, even if VavaStone signs, stamps, uploads to, or otherwise acknowledges that document, and even if that document states that it prevails. No VavaStone employee, contractor or reseller has authority to vary these Terms except by a written instrument signed by an authorised officer of VavaStone that expressly identifies the sections being varied. Acceptance of payment is not acceptance of any term.

1.4 Minimum age

The Service is a business tool. It is not offered to consumers or to anyone under 18. You must be at least 18 years old and using the Service for business purposes.

Definitions

“Service”

The VavaStone website at vavastone.com, the hosted application at portal.vavastone.com, associated mobile or scanning applications, APIs, storefronts, buyer-facing catalogs, documentation, and any related support, training or professional services.

“Customer Data”

Data, files, text, images, slab photography, measurements, lot and block records, pricing, quotes, orders, delivery records, documents and other content that you or your Authorized Users upload to, generate in, or transmit through the Service.

“Authorized User”

An individual you permit to use the Service under your account — including your employees, contractors, warehouse and yard staff, sales representatives, and any buyer, fabricator, designer or other third party you invite into your account or storefront.

“Order Form”

Any ordering document, online sign-up flow, quotation or renewal notice describing the plan, subscription term, seat or yard counts, and fees.

“Usage Data”

Technical and behavioural data generated by operation of the Service — logs, event and telemetry data, performance and error data, feature usage, device and connection metadata, and derived statistics.

“Aggregated Data”

Data derived from Customer Data or Usage Data that has been aggregated and de-identified so that it does not identify you, any Authorized User, any individual, or any specific transaction, and cannot reasonably be used to do so.

“Confidential Information”

Non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

What the Service is — and is not

VavaStone provides software that helps natural stone distributors give every slab a digital identity and run stock, quotes, orders, documents, payments, deliveries and pickups in one place. That is the whole of what we provide.

3.1 We are not a party to your transactions

VavaStone is not a broker, dealer, agent, auctioneer, freight forwarder, carrier, escrow agent, payment institution, lender, insurer, or party to any purchase, sale, consignment, delivery or credit arrangement between you and your buyers, suppliers, quarries, fabricators or carriers. We provide the software through which you record and communicate those arrangements. The commercial and legal relationship, and all risk in it, is yours alone.

3.2 No professional advice

Nothing in the Service is legal, tax, accounting, customs, insurance, valuation, structural or engineering advice. Inventory valuations, margin calculations, tax figures, freight estimates, capacity or yield figures, lead times and similar outputs are informational aids generated from the data you supply. You are solely responsible for verifying them before you rely on them, invoice from them, file from them, or make a commitment based on them.

3.3 No guarantee of commercial results

Our marketing describes what the Service is designed to help you do. It is not a promise of outcome. VavaStone does not warrant, represent or guarantee any increase in sales, revenue, margin, inventory turns, quote volume, conversion rate, buyer engagement, cost saving, or any other commercial result, and no statement on our website, in a demo, in a proposal, in a case study, in a benchmark, or by any employee or reseller creates any such warranty. Results depend on your inventory, pricing, market, staff and execution, none of which we control.

3.4 Accuracy of measurements and imagery

Slab dimensions, thickness, square footage, colour rendition, veining, finish, grade, lot and bundle association shown in the Service reflect what you or your Authorized Users entered, scanned or photographed. Screen colour and photographic rendering of natural stone vary by device, lighting and calibration. The Service is not a substitute for physical inspection, and we make no representation that any record matches the physical material. You are responsible for the accuracy of every record you publish to a buyer.

Accounts and Authorized Users

You must provide accurate registration information and keep it current. You are responsible for configuring the Service, for the roles and permissions you assign, and for all activity that occurs under your account or any Authorized User credential, whether or not authorised by you.

• Credentials are personal to each Authorized User and must not be shared. Seat-based plans are licensed per named individual; a seat may be reassigned when a person permanently changes role, but must not be rotated between concurrent users.
• You must notify us at security@vavastone.com without undue delay of any suspected compromise, unauthorised access or credential loss.
• You are liable for the acts and omissions of your Authorized Users as if they were your own. Their breach of these Terms is your breach.
• You must promptly deactivate Authorized Users who leave your organisation or no longer require access. We are not liable for access that persists because you did not.
• We may require multi-factor authentication and may set reasonable password, session and access-control requirements.

Orders, trials and beta features

5.1 Orders

Subscriptions are sold per Order Form for a stated subscription term. Unless the Order Form says otherwise, plans are licensed by seat, yard, location and/or slab volume, and the entitlement stated on the Order Form is a ceiling, not a target. If your actual usage exceeds it, we may invoice the excess at our then-current list rates for the remainder of the term, in addition to any other remedy.

5.2 Trials and pilots

Trials, pilots, proofs of concept and free tiers are provided for evaluation only, for the period we specify, and may be modified, limited or withdrawn at any time. They are provided entirely as-is, with no warranty, no support commitment, no availability commitment, and no liability on our part of any kind. Data entered during a trial may be permanently deleted if you do not convert to a paid subscription.

5.3 Beta and preview features

Features labelled beta, preview, early access, experimental, or similar are unfinished. They may change, break, produce incorrect output, or be removed without notice, and they are excluded from every warranty, service commitment and indemnity in these Terms. Use them at your own risk and do not rely on them for production decisions.

Fees, billing and taxes

6.1 Payment

You will pay all fees stated in your Order Form. Unless stated otherwise, fees are invoiced in advance, are quoted and payable in United States dollars, and are due on receipt of invoice or on the schedule stated on the Order Form. Card and bank payments are processed by our third-party payment processor; you authorise us and that processor to charge your stored payment method for all fees, including renewals and overage.

6.2 Fees are non-refundable

All fees are non-refundable and non-cancellable, and all payments are non-creditable, except where these Terms expressly say otherwise or where a refund is required by law. No refund or credit is due for partial periods, unused seats, reduced usage, downgrade mid-term, seasonal slowdown, staff turnover, business closure, your failure to deploy or adopt the Service, or termination by us for your breach.

6.3 No set-off or withholding

You will pay all amounts in full without set-off, counterclaim, deduction, retention or withholding of any kind. A dispute about one invoice does not entitle you to withhold any other amount.

6.4 Taxes

Fees are exclusive of all taxes. You are responsible for all sales, use, excise, value added, goods and services, gross receipts, withholding and similar taxes and duties, excluding only taxes on our net income. If you are required by law to withhold, you will gross up the payment so that we receive the full invoiced amount. Exemption certificates apply only from the date we receive and accept valid documentation.

6.5 Late payment

Overdue amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, accruing daily from the due date. You will reimburse all costs of collection, including collection agency fees, court costs and reasonable attorneys’ fees. We may suspend the Service under section 18 for any amount more than ten (10) days overdue, and may charge a reasonable reactivation fee.

6.6 Chargebacks

You will not initiate a chargeback, payment reversal or bank dispute for any amount properly invoiced under an Order Form. Your sole route for a billing dispute is written notice to billing@vavastone.com within thirty (30) days of the invoice date, giving reasonable detail. Amounts not disputed in that window are conclusively accepted. If you initiate a chargeback in breach of this section, you will reimburse our resulting fees and costs, and we may suspend or terminate immediately.

6.7 Renewal and price changes

Subscriptions renew automatically for successive terms equal to the expiring term unless a party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. We may change fees for any renewal term by giving notice at least thirty (30) days before the renewal date; the new fees apply from that renewal unless you give timely non-renewal notice. Absent notice of a change, renewal is at our then-current list price for the applicable plan, and any promotional, launch, pilot or legacy discount expires at the end of the term in which it was granted.

6.8 Resellers

If you obtained the Service through an authorised reseller, your fees, invoicing and payment terms are with that reseller, and any refund you may be owed is owed by that reseller and not by us. Everything else in these Terms applies to you directly.

Customer Data

7.1 Ownership

As between you and VavaStone, you own Customer Data and all rights in it. We claim no ownership of it.

7.2 Licence to us

You grant VavaStone a worldwide, non-exclusive, royalty-free, fully paid, sublicensable licence (to our hosting, storage, infrastructure and support subprocessors) to host, store, copy, transmit, cache, back up, index, display, reformat, resize, transcode, adapt and otherwise process Customer Data, and to create derivative works of it, in each case solely to: (a) provide, maintain, secure and support the Service to you and your Authorized Users; (b) publish it to the buyers, storefronts, catalogs and recipients you direct; (c) prevent or address fraud, abuse, security or technical problems; (d) comply with law; and (e) create Usage Data and Aggregated Data as described in section 8. This licence ends when the Customer Data is deleted, except for the Aggregated Data described in section 8 and for backup copies until they expire on our ordinary cycle.

7.3 Your responsibility

You are solely responsible for Customer Data: its accuracy, quality, legality, completeness, reliability, and for having every right, consent, licence and permission necessary for us to process it as described above. That includes photography and imagery — you represent that you own or are licensed to use every image, mark, product name, quarry name, brand and description you upload, and that publishing it through the Service infringes no third-party right.

7.4 Prohibited content

You will not upload Customer Data that is unlawful, infringing, defamatory, malicious, or that contains payment card data, government identifiers, health information, biometric identifiers, or other categories of sensitive or regulated data outside the scope of what the Service is designed to hold. If you do, you do so in breach of these Terms and entirely at your own risk, and we have no liability for it.

7.5 Backups

We keep operational backups for our own continuity purposes. Those backups are not a substitute for your own records, and we do not warrant that any particular data can be recovered. You are responsible for maintaining your own copies of records you need for accounting, tax, warranty, insurance or legal purposes.

Usage Data and Aggregated Data

VavaStone owns all right, title and interest in Usage Data and Aggregated Data, including all intellectual property rights in them. We may collect, generate, retain and use Usage Data and Aggregated Data during and after your subscription, without restriction and without any obligation of compensation, attribution or accounting to you, in order to:

• operate, secure, troubleshoot, monitor and improve the Service and our other products;
• develop new features, products and services;
• train, evaluate and improve statistical, machine learning and artificial intelligence models used in the Service;
• produce internal and external analytics, benchmarks, market reports, indices and industry insights; and
• demonstrate and market the Service.

We will not publish or disclose Aggregated Data externally in a form that identifies you, any Authorized User, any individual, any of your buyers or suppliers, or any specific transaction, price or margin. Where Customer Data contains personal information, our handling of it is also governed by our Privacy Policy and any applicable Data Processing Addendum.

VavaStone IP and licence to you

9.1 Our rights

The Service, and everything in it other than Customer Data, is and remains the exclusive property of VavaStone and its licensors. That includes all software, source and object code, APIs, data models, database schemas, algorithms, machine learning models and weights, scoring and matching logic, workflows, templates, documentation, training materials, designs, layouts, user interfaces, illustrations, photography we supply, text, and the VavaStone name, logos and trade dress. All rights not expressly granted are reserved. Nothing in these Terms transfers, assigns or licenses any ownership interest in the Service to you.

9.2 Licence to you

Subject to your compliance with these Terms and payment of all fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence, during the subscription term only, to access and use the Service for your internal business purposes and to permit your Authorized Users to do the same. This is a licence to use a hosted service. It is not a sale, and no copy of the software is delivered to you.

9.3 No work made for hire

Anything we build, configure, adapt or deliver — including implementation work, custom fields, templates, reports, integrations, storefront themes, migrations and anything developed in response to your request, requirement or specification — is our property, is not a “work made for hire” for you, and is licensed to you on the same terms as the rest of the Service. This applies whether or not you paid a fee for it. If any such deliverable would vest in you by operation of law, you hereby assign it to VavaStone.

9.4 No implied rights

No right to the Service is granted by implication, estoppel, exhaustion or otherwise. You acquire no right in our trade marks, and you will not register or attempt to register any name, mark or domain that is confusingly similar to ours.

Restrictions and acceptable use

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

• copy, modify, translate, adapt or create derivative works of any part of the Service;
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, structure, data model, algorithms, model weights or ideas underlying the Service, except to the narrow extent that this restriction is unenforceable under applicable law, and then only after written notice to us;
• rent, lease, lend, sell, resell, sublicense, distribute, assign, host for, or otherwise make the Service available to any third party, or operate it as a service bureau, outsourcing service or on behalf of parties other than you, except through the storefront and buyer-access features as intended;
• use the Service, or any information about it, to build, train, specify, fund or assist in building a product or service that competes with the Service, or to assist any third party to do so;
• access the Service in order to benchmark it, or to publish, disclose or share with a competitor any performance, availability, security, pricing or feature comparison, without our prior written consent;
• scrape, crawl, harvest, index, mirror or systematically extract data from the Service, or use any bot, script, headless browser or automated means other than our documented APIs within their published rate limits;
• circumvent, disable or interfere with authentication, rate limiting, entitlement, licensing, watermarking, usage-metering or security features, or probe, scan or test the vulnerability of the Service except under section 16.3;
• introduce malware, or use the Service to send spam, unlawful, deceptive, harassing or infringing communications;
• impose an unreasonable or disproportionate load on the Service, or use it in a way that degrades it for others;
• remove, obscure, alter or falsify any proprietary notice, watermark, branding or attribution, except where a white-label entitlement is expressly granted on your Order Form and only within its stated scope;
• use the Service in violation of any law, or in connection with material that violates the rights of any person; or
• misrepresent material, availability, provenance, grade, dimensions, price or delivery to any buyer through the Service.

We may monitor use of the Service for compliance with this section. Breach of this section is a material breach, entitles us to suspend or terminate immediately under sections 18 and 19, and — because damages would be difficult to quantify — entitles us to seek injunctive relief without posting a bond and without proving actual damages.

Feedback

If you or any Authorized User sends us ideas, suggestions, feature requests, workflow descriptions, bug reports, critiques, votes, survey answers, or any other feedback about the Service (“Feedback”), you hereby assign to VavaStone all right, title and interest in that Feedback, including all intellectual property rights, and to the extent assignment is not possible you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable and transferable licence to use, disclose, reproduce, modify and commercially exploit it without restriction. Feedback is given voluntarily and is not your Confidential Information. We owe you no compensation, attribution, accounting or confidentiality for Feedback, and you will not assert any claim of ownership or entitlement in respect of any feature that resembles it.

Third-party services

The Service may interoperate with third-party products — accounting and ERP systems, payment processors, carriers and freight providers, mapping, email and messaging providers, scheduling tools, e-signature, storage and identity providers. Those are provided by their own vendors under their own terms and privacy policies.

• Enabling an integration authorises us to exchange the relevant Customer Data with that vendor on your behalf. That exchange is at your direction and your risk.
• We do not control, endorse, warrant or accept any liability for any third-party product, including its availability, accuracy, security, data handling, pricing changes or discontinuation.
• A third-party vendor may change or withdraw its API or terms at any time. If that impairs or ends an integration, it is not a breach by us, is not a defect, and gives rise to no refund, credit or claim.
• Links to third-party sites are provided for convenience only and are not an endorsement.

Your buyers and other invitees

The Service lets you publish inventory to, and transact with, fabricators, designers, contractors and other buyers. Those parties are your Authorized Users, your customers and your responsibility.

• You are responsible for what you publish to them, for the terms on which you deal with them, for your own terms of sale, credit decisions, warranties, returns, deposits and disputes, and for compliance with consumer, advertising, pricing and unfair-competition law in every jurisdiction in which you sell.
• No buyer, fabricator, supplier, carrier, lender, insurer, affiliate or other third party is a third-party beneficiary of these Terms, and none acquires any right against VavaStone.
• You will ensure every person you invite is bound by terms at least as protective of VavaStone as these Terms, and you will indemnify us for their acts and omissions under section 23.
• Anti-circumvention. You will not use access, introductions, data, workflows or knowledge obtained through the Service to move a relationship off the Service in order to replicate its functionality, to procure or assist a competing service, or to avoid fees properly payable to us.

Confidentiality

Each party will protect the other’s Confidential Information with at least reasonable care, will use it only to perform under these Terms, and will disclose it only to its personnel, affiliates and professional advisers who need it and who are bound by confidentiality obligations no less protective than these. Confidential Information does not include information that is or becomes public without breach, was known without duty of confidence before disclosure, is received from a third party without restriction, or is independently developed without use of the other party’s Confidential Information.

A party may disclose Confidential Information where required by law, regulation, court order or a regulator, provided it gives the other party prompt notice where legally permitted and discloses only what is required. The Service, its non-public features, our pricing, roadmaps, security documentation and any evaluation or benchmark results are our Confidential Information.

Residuals. Nothing in this section restricts VavaStone’s personnel from using general knowledge, skills, ideas, concepts, know-how and techniques retained in unaided memory in the ordinary course of their work, provided they do not reproduce your Confidential Information or infringe your intellectual property rights.

Privacy and data protection

Our handling of personal information is described in the Privacy Policy and the Cookie Policy, which are incorporated into these Terms by reference.

Where the Service processes personal information contained in Customer Data, you act as the controller (or business) and VavaStone acts as the processor (or service provider), processing only on your documented instructions, which these Terms and your configuration of the Service constitute. If you are subject to the GDPR, the UK GDPR, or a US state privacy law that requires a written processing contract, our Data Processing Addendum applies and is available on request from privacy@vavastone.com. You are responsible for the lawfulness of the personal information you put into the Service, for providing required notices to individuals, and for obtaining any required consent.

Security

16.1 Our commitment

We maintain administrative, technical and physical safeguards designed to protect the Service and Customer Data, appropriate to the nature of the data and the risk. Those measures may change over time, provided they do not materially degrade overall protection.

16.2 Your responsibility

Security is shared. You are responsible for the configuration you choose, the permissions you grant, the devices and networks your Authorized Users use, credential hygiene, enabling available security features, and promptly removing access. No system is impenetrable. We do not warrant that the Service will be free from unauthorised access, and we are not liable for any incident caused by your acts, omissions, configuration or compromised credentials.

16.3 Vulnerability reporting

Report suspected vulnerabilities to security@vavastone.com. Do not test against production data or other customers’ accounts, do not access data that is not yours, do not degrade the Service, and do not disclose publicly until we confirm remediation. Good-faith research within these limits will not be pursued by us as a breach of these Terms. We operate no paid bug bounty and owe no compensation for a report.

Availability and changes to the Service

We aim to keep the Service available and will use commercially reasonable efforts to do so. Unless a written service level agreement signed by an authorised officer of VavaStone applies to your subscription, the Service is provided without any uptime, availability, response time, restoration time or support commitment of any kind.

We may at any time and without liability: modify, update, add to, re-price, re-package, deprecate, restrict, or discontinue any feature, integration, plan or part of the Service; perform scheduled or emergency maintenance; impose or change usage, rate, storage, seat or API limits; and change the technical means by which the Service is delivered. We will use reasonable efforts to give advance notice of a change that we assess as materially adverse and durable, and if we permanently discontinue the Service in its entirety before the end of your paid term, our sole obligation and your sole remedy is a pro-rata refund of prepaid fees for the unused portion of that term.

Suspension

We may suspend your access, an Authorized User’s access, or a specific feature, in whole or in part, immediately and without liability, if: (a) any amount is more than ten days overdue; (b) we reasonably believe there is a security risk, unauthorised access, or misuse of credentials; (c) your use threatens the integrity, performance or availability of the Service or another customer’s use of it; (d) we reasonably suspect a breach of section 10; (e) suspension is required by law, by a regulator, or to protect us from legal liability; or (f) you become insolvent, cease trading, or enter an insolvency or bankruptcy process.

We will give notice where practicable and will restore access once the cause is resolved. Suspension does not suspend your payment obligations, does not extend the subscription term, and gives rise to no refund, credit or claim where the ground for suspension existed.

Term, termination and data return

19.1 Term

These Terms begin when you first access the Service and continue until all subscriptions have expired or been terminated.

19.2 Termination for cause

Either party may terminate for the other’s material breach if the breach is not cured within thirty (30) days of written notice describing it. We may terminate immediately, without a cure period, for your breach of section 10 (restrictions), section 13 (anti-circumvention), non-payment more than thirty days overdue, or where continued provision would expose us to legal liability or reputational harm. Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or administrator appointed.

19.3 Termination for convenience by VavaStone

We may terminate any subscription for convenience on thirty (30) days’ written notice, in which case our sole obligation is a pro-rata refund of prepaid, unused fees. We may decline to renew any subscription for any reason.

19.4 Effect of termination

On termination or expiry, all licences granted to you end immediately, you must stop using the Service, and all fees accrued or committed for the remainder of the subscription term become immediately due. Termination by us for your breach does not entitle you to any refund.

19.5 Data export and deletion

For thirty (30) days after termination or expiry, you may request an export of Customer Data in our then-standard machine-readable format, provided your account is paid in full. After that thirty-day window we may permanently delete Customer Data, and we have no obligation to retain it. Deletion from active systems does not require deletion from backups, archives or logs, which expire on our ordinary cycle. We may retain Customer Data where required by law, to resolve a dispute, to enforce these Terms, or in the form of Aggregated Data under section 8. We may charge a reasonable fee for any non-standard export, migration assistance or post-window recovery.

19.6 Survival

Sections 1.3, 2, 3, 6, 7.3, 8, 9, 10, 11, 13, 14, 19.4–19.6 and 20–37 survive termination, together with any other provision that by its nature should survive.

Your representations and warranties

You represent and warrant, on a continuing basis, that: (a) you have full authority to enter into these Terms; (b) you have and will maintain all rights, consents and permissions necessary for Customer Data to be processed as described here; (c) your use of the Service and your dealings with buyers, suppliers and carriers comply with all applicable laws, including consumer protection, advertising, pricing, competition, sanctions, anti-corruption, tax, employment, safety and privacy laws; (d) Customer Data is accurate and not misleading in any material respect; (e) you are not located in, organised under the laws of, or ordinarily resident in an embargoed country, and are not on any restricted-party list; and (f) you are not a competitor of VavaStone accessing the Service for a competitive purpose.

Disclaimer of warranties

Limitation of liability

22.1 How the Per-Location Cap is calculated

The Per-Location Cap is 2 × (Monthly Fee ÷ Locations), using the following definitions. It applies only where it produces a figure below the US$100 ceiling; otherwise the ceiling governs.

“Monthly Fee”

The total subscription fees payable by you for the Service for one month, taken as the fees for the then-current subscription term divided by the number of calendar months in that term. Annual and multi-year prepayments are reduced to a monthly figure on this basis. Fees for professional services, implementation, migration, training, overage and any one-off charge are excluded.

“Locations”

The number of yards, warehouses, branches, showrooms, depots, sales offices or other physical sites covered by or making use of your subscription, taken as the greatest of: (i) the number of locations, yards or sites stated on your Order Form; (ii) the number of such sites from which you or your Authorized Users accessed, or held inventory recorded in, the Service at any time during the twelve (12) months preceding the first event giving rise to liability; and (iii) one.

Worked example. A subscription covering twenty (20) locations at a total fee of US$4,000 per month gives a Monthly Fee of US$4,000, a per-Location figure of US$200, and a Per-Location Cap of US$400. Because US$100 is lower, US$100 is the total aggregate limit of VavaStone’s liability for all claims combined. Where the Per-Location Cap is below US$100 — for example a per-Location figure under US$50 per month — that lower figure applies instead.

Where the Service is licensed on a basis that does not reference locations, yards or sites, the Per-Location Cap is calculated using the number of Locations determined under limb (ii) above. Any dispute about the number of Locations is resolved by reference to VavaStone’s own account and usage records, which are conclusive absent manifest error.

Indemnification by you

You will defend, indemnify and hold harmless VavaStone and its affiliates, officers, directors, employees, contractors, agents, licensors and suppliers from and against any and all third-party claims, demands, actions, investigations and proceedings, and all resulting damages, losses, liabilities, fines, penalties, settlements, costs and expenses (including reasonable attorneys’ fees and the costs of enforcing this indemnity), arising out of or relating to:

• Customer Data, including any claim that it infringes or misappropriates any intellectual property, privacy, publicity or other right, or that it is unlawful, inaccurate or misleading;
• your use of the Service, or use under your account or any Authorized User credential, including use in breach of these Terms or of any law;
• any transaction, quotation, order, delivery, pickup, invoice, credit arrangement, warranty, return or dispute between you and any buyer, fabricator, supplier, quarry, carrier, lender or insurer;
• any representation you make about material, dimensions, grade, provenance, availability, price, lead time or delivery;
• the acts or omissions of your Authorized Users, employees, contractors, buyers and invitees;
• your breach of section 7.3, section 10, section 13, section 15 or section 20;
• any personal information you supply to the Service without a lawful basis, required notice or required consent; and
• any claim by a governmental authority or regulator relating to your business or your use of the Service.

We will notify you of the claim, may participate with counsel of our choosing at our own expense, and will provide reasonable cooperation at your expense. You may not settle a claim in a way that imposes any obligation, payment or admission on us, or that fails to unconditionally release us, without our prior written consent.

Indemnification by VavaStone

We will defend you against a third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, directly infringes that third party’s United States patent, copyright, or trade mark, or misappropriates its trade secret, and we will pay damages and costs finally awarded against you by a court of competent jurisdiction, or agreed by us in settlement, for that claim.

24.1 Conditions

This obligation applies only if you: give us prompt written notice of the claim; give us sole control of the defence and settlement; and provide all reasonable cooperation and information at our expense. Delay in notice relieves us to the extent we are prejudiced.

24.2 Our remedies

If the Service becomes, or in our opinion is likely to become, the subject of such a claim, we may at our option and expense: (a) procure the right for you to continue using it; (b) modify or replace it so that it is non-infringing while materially equivalent in function; or (c) terminate the affected subscription on notice and refund prepaid, unused fees for the terminated portion of the term. These are your sole and exclusive remedies, and our entire liability, for any claim of infringement.

24.3 Exclusions

We have no obligation for any claim arising from: Customer Data; any combination of the Service with anything not supplied by us; modification of the Service by anyone other than us; use after we notified you to stop, or use of a superseded version where the claim would have been avoided by using the current one; any third-party product or integration; free, trial or beta access; your specifications, requirements or instructions; or your continuing acts after being provided a non-infringing alternative.

Informal resolution

Before starting arbitration or any proceeding, the party with the complaint must send a written notice of dispute to the other describing the claim, the facts, and the specific relief sought. Send ours to legal@vavastone.com and to the postal address in section 34. The parties will then negotiate in good faith for sixty (60) days, and will escalate to a senior executive of each party if the dispute is not resolved within thirty (30). Compliance with this section is a condition precedent to commencing arbitration, and any limitation period is tolled during it.

Arbitration and class action waiver

26.1 Agreement to arbitrate

Except as stated in section 26.5, any dispute, claim or controversy arising out of or relating to these Terms, the Service, our marketing, or the relationship between the parties — including its formation, interpretation, breach, termination, validity, enforceability, and the arbitrability of any issue — will be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or its Streamlined Rules where the amount in controversy permits), before a single arbitrator, seated in San Diego County, California. The Federal Arbitration Act governs this section. Judgment on the award may be entered in any court of competent jurisdiction.

26.2 Class action waiver

Each party may bring claims against the other only in its individual capacity, and not as a plaintiff, class member or representative in any purported class, collective, consolidated, coordinated, mass or representative proceeding, and not in a private attorney general capacity. The arbitrator may not consolidate or join the claims of more than one person, may not preside over any form of representative or class proceeding, and may award relief only in favour of the individual party seeking relief and only to the extent necessary to provide that party relief. If this waiver is found unenforceable as to a particular claim or remedy, that claim or remedy is severed and must be brought in court under section 27, while all other claims remain in arbitration.

26.3 Coordinated filings

If twenty-five (25) or more demands for arbitration presenting substantially similar claims are filed by or with the assistance of the same law firm or coordinated group within a ninety-day period, the parties agree the demands will be administered in staged batches of no more than fifty (50), with the parties selecting twenty-five each, a single arbitrator appointed per batch, and the remaining demands held in abeyance and their limitation periods tolled until the batch concludes. This provision is intended to make resolution efficient and its application is for the administrator, not a court, to determine.

26.4 Opt-out

You may reject this arbitration agreement by sending written notice to legal@vavastone.com with the subject line “Arbitration Opt-Out”, stating your name, the name of your organisation and your account email, within thirty (30) days of first accepting these Terms. Opting out affects nothing else in these Terms, and will not be held against you. If you opt out, section 27 governs.

26.5 Carve-outs

Either party may: (a) bring an individual action in small claims court for a dispute within its jurisdiction; and (b) seek interim or permanent injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation or violation of its intellectual property, confidentiality or anti-circumvention rights, or to collect undisputed amounts due. Seeking such relief is not a waiver of this section.

26.6 Jury and fees

To the extent any claim proceeds in court, each party knowingly and irrevocably waives any right to a trial by jury. In any arbitration or proceeding, the prevailing party is entitled to recover its reasonable attorneys’ fees, expert fees and costs, in addition to any other relief. The arbitrator has authority to award any relief a court could award to that individual party, and must issue a reasoned written award.

Governing law and venue

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of California, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Subject to section 26, the state and federal courts located in San Diego County, California have exclusive jurisdiction, and each party irrevocably submits to that jurisdiction and waives any objection based on venue or forum non conveniens.

Time limit on claims

Any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the claim accrued. A claim brought after that period is permanently barred, to the maximum extent permitted by law. This does not extend any shorter period stated elsewhere, including the thirty-day billing dispute window in section 6.6.

Publicity and references

You grant VavaStone a non-exclusive, royalty-free licence to use your business name, logo and a factual description of your use of the Service in customer lists, our website, investor and financing materials, and sales presentations, in each case in a manner consistent with your brand guidelines where you provide them. We will not disclose your non-public commercial data in doing so. You may withdraw this permission at any time by writing to legal@vavastone.com, effective for materials produced after a reasonable period following that notice. Any quotation, case study, testimonial or press release naming you will be approved by you in advance.

Non-solicitation

During your subscription and for twelve (12) months after it ends, you will not directly or indirectly solicit for employment or engagement any VavaStone employee or contractor with whom you had contact in connection with the Service, without our prior written consent. A general advertisement or recruitment campaign not targeted at our personnel is not a breach of this section.

Assignment and change of control

You may not assign, delegate, novate or otherwise transfer these Terms or any right or obligation under them, in whole or in part, by operation of law or otherwise, without our prior written consent. A merger, acquisition, reorganisation, or sale of all or substantially all of your assets or voting securities, or any other change of control, is an assignment for this purpose. Any attempted transfer without consent is void, and we may terminate on notice. Withholding consent where the transferee is a competitor of VavaStone, or where the transfer would materially increase our risk or the scope of use, is reasonable.

VavaStone may freely assign, novate or transfer these Terms and any right or obligation under them, in whole or in part, without your consent and without notice, including to an affiliate, to a successor in a merger, acquisition, reorganisation or financing, or to a purchaser of all or part of our business or assets. Subject to the foregoing, these Terms bind and benefit the parties’ permitted successors and assigns.

Force majeure

Neither party is liable for any failure or delay in performance (other than a payment obligation) caused by circumstances beyond its reasonable control, including acts of God, fire, flood, earthquake, extreme weather, epidemic or pandemic, war, terrorism, civil unrest, labour dispute, government action, embargo, sanctions, change of law, failure or degradation of the internet, hosting, cloud, power or telecommunications infrastructure, denial-of-service or other cyber attack, or the act or omission of a third-party supplier. The affected party will use reasonable efforts to mitigate. If such an event continues for more than sixty (60) consecutive days, either party may terminate the affected subscription on written notice.

Export, sanctions and government users

You will comply with all applicable export control, economic sanctions, anti-boycott, anti-money-laundering, anti-bribery and anti-corruption laws, including those administered by the US Department of Commerce and the US Treasury Department’s Office of Foreign Assets Control, the US Foreign Corrupt Practices Act, and equivalent laws in any jurisdiction in which you operate. You represent that you, your Authorized Users and your beneficial owners are not restricted parties, and you will not make the Service available in or to any embargoed jurisdiction or restricted party, or use it for any prohibited end use.

The Service is “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202. Any use, duplication or disclosure by or on behalf of the US Government is subject to the restrictions in these Terms, and no additional government rights are granted.

Notices

Legal notices to VavaStone must be in writing and sent to [[ENTITY]], Attn: Legal, [[ADDRESS]], with a copy by email to legal@vavastone.com. Notice is effective on documented delivery. Notice sent only by email, only through in-product chat, or only to a sales or support address, is not effective legal notice.

We may give you notice by email to the address associated with your account, by posting in the Service, or by posting to this page. You are responsible for keeping your contact details current, and notice sent to a stale address you supplied is effective.

Changes to these Terms

We may amend these Terms at any time. We will post the amended Terms here with a revised effective date, and where the change is material we will give at least thirty (30) days’ notice by email or in-product notice before it takes effect.

Your continued use of the Service after the effective date constitutes acceptance of the amended Terms. If you do not accept them, your sole remedy is to stop using the Service and give notice of non-renewal; no refund is due for the balance of a term you have already committed to. Changes required by law or to address a security or legal risk may take effect immediately. Changes to section 26 do not apply retroactively to a dispute of which we had written notice before the change.

General

• Entire agreement. These Terms, together with any Order Form and the policies incorporated by reference, are the entire agreement between the parties on their subject matter, and supersede all prior proposals, demonstrations, RFP responses, marketing statements, negotiations and understandings, written or oral. You confirm you have not relied on any statement not expressly set out here.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable and to reflect the parties’ intent, and the remaining provisions stay in full force. If the class action waiver in section 26.2 is held unenforceable in its entirety, the whole of section 26 is void and section 27 applies.
• No waiver. A failure or delay in enforcing any provision is not a waiver of it. A waiver is effective only if in writing and signed by the waiving party, and applies only to the instance stated.
• No third-party beneficiaries. These Terms confer no right on any person who is not a party, except that our affiliates, licensors, suppliers, officers, directors and employees may enforce sections 21, 22 and 23.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, franchise, agency, fiduciary or employment relationship.
• Interpretation. Headings are for convenience only. “Including” means “including without limitation”. Ambiguity will not be construed against the drafter.
• Electronic signature. The parties consent to transact electronically. An electronic acceptance, click-through or e-signature has the same effect as a handwritten signature.
• Language. These Terms are drafted in English. Any translation is provided for convenience only, and the English version governs.
• Counterparts. Any Order Form may be executed in counterparts, each of which is an original and all of which together form one instrument.

How to contact us

Questions about these Terms: legal@vavastone.com
Billing: billing@vavastone.com
Privacy: privacy@vavastone.com
Security: security@vavastone.com
Sales: sales@vavastone.com · +1 (858) 255-4146

[[ENTITY]]
[[ADDRESS]]
San Diego, California, United States

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