THIS AGREEMENT GOVERNING YOUR USE OF Vryno Cloud software Services IS BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND Vryno Limited (hereinafter “Vryno” or “Our” or “We” or “Us”). The following terms and conditions (henceforth referred to as the “Terms”) govern this agreement.

Note: These terms are updated on a regular basis. We will notify You via email or in-app notice when we update if You have an active Vryno subscription.

 

1. Explanations

1.1 Definitions

The following words and phrases have defined meanings:

“Affiliate” means an entity that directly or indirectly controls, controls or has common control with the target entity.

“User Information” means information about an individual using the Vryno Services.

“Confidential Information” means any information that a party (the “Disclosing Party”) discloses to the other party (the “Receiving Party”), either orally or in writing, and that is designated as confidential or reasonably understood to be confidential, taking into account. the nature of the information and the circumstances of disclosure.

“Customer Data” or “Your Data” means all data submitted by the Customer and processed by Vryno on behalf of the Customer as a data processor in connection with the provision of the Services.

“Personal Customer Data” – customer data relating to an individual or legal entity (if the legal entity’s data receives the same protection as personal data under applicable data protection laws and regulations).

“Data Processing Addendum” (DPA) means the Addendum that governs the processing of Customer Data.

“Documentation” means the online manuals, documentation, instructions and training materials for the Vryno Services, as updated from time to time, available at www.vryno.com or other websites selected by us.

“Order Form” means the order document or online order or order activation entered between you and us or our affiliate specifying the Services to be provided, including additions and additions thereto. By completing the Order Form in accordance with this Agreement, Affiliate agrees to be bound by the terms of this Agreement as if it were the original party to this Agreement.

“Processing” – any operation or series of operations performed on customer data and personal data, whether automatically or not, such as collection, storage, organization, storage, adaptation or modification, retrieval, consultation, use, publication, transmission, distribution or otherwise making available. , targeting or linking, blocking, deletion or destruction.

“Services” means the products and Services that are ordered by You under an Order Form or provided to You free of charge (as applicable) or under a free trial and made available online by Us, including associated offline and mobile components, as described in the Documentation. “Services” exclude Content and Third-party Applications.

“Sub-processor” means any Processor engaged by Vryno, by a member of the Vryno Group or by another Subprocessor.

“Terms of Service” means this document.

“Vryno” means Vryno Limited (“Vryno”), a Corporation having its principal office at 77 Camden Street Lower, Saint Kevin’s, Dublin, D02 XE80, Ireland or an Affiliate of Vryno, as applicable.

 

2. Accepting the terms

You must be of legal age to enter into a binding agreement to accept the Terms. If you do not agree with the terms, please do not use our services. You can accept the Terms by selecting a checkbox or clicking a button indicating that you accept the Terms or by using our Services. Employees or affiliates of companies that provide services that directly compete with the Vryno Service are expressly prohibited from using the Vryno Services for competitive research or related activities.

 

3. Services

3.1 Free Trial

For a short time, we provide new clients with a license to evaluate our product for free (“Trial”). As a result of your Trial subscription, you are under no obligation to purchase a subscription to any premium Service.

3.2 Beta Services

Certain Services may be offered as closed or open beta services (“Beta Service” or “Beta Services”) for testing and evaluation. You acknowledge that We have sole authority and discretion to decide the testing and evaluation duration for Beta Services. We will be the sole arbiter of the success of such testing and, if applicable, the decision to offer the Beta Services as commercial Services. As a result of Your subscription to any Beta Service, You will be under no obligation to purchase a subscription to any premium Service. We reserve the right to completely or partially terminate any of the Beta Services at any time and from time to time, temporarily or permanently, with or without notice to You. You agree that Vryno will not be liable to You or any third party for any harm caused by the modification, suspension, or discontinuance of any of the Beta Services for any reason.

3.3 Paid User Subscriptions

Unless otherwise stated: (i) Services are paid for as user subscriptions, and only the designated number of Users may access them; (ii) Additional user subscriptions may be added during the subscription term at the same price as the pre-existing subscriptions, prorated for the remaining subscription term in effect at the time of the additions; and (iii) the added user subscriptions will expire on the same date as the pre-existing subscriptions. User subscriptions are meant for specific Users only, and they cannot be shared or used by more than one User. However, they can be transferred to new Users in place of previous Users who no longer need the Services on a continuous basis.

3.4 Free Editions

We might provide services for free. The terms and conditions of this Agreement apply to use of the Free Services. Please be aware that, subject to the restrictions outlined in the documentation, You are not charged for the Free Services. If you use more than these allotted amounts, you must buy more resources or services. You acknowledge that Vryno may, at any time, suspend Your access to all or part of the Free Services at its sole discretion.

 

4. Restrictions on Use

You must not:

• Transfer or otherwise make the Services available to any other third party
• Notify parties in writing before providing any services based on the services.
• Use third-party links to websites without accepting the terms and conditions posted on those websites.
• Post links to other websites or use their name, logo, or other trademarks without getting their express written consent
• Use the Services for illicit activities or to transmit content that violates the law, infringes upon the privacy of others, is abusive, threatening, harmful, vulgar, pornographic, obscene, or otherwise objectionable, incites hatred, insults religious beliefs, harbors viruses, or violates or threatens to violate someone else’s intellectual property or other rights.
• Use the Services to send unsolicited bulk email distribution, chain letters, phishing attempts, spam, or junk mail.

If there are good reasons to think that You have used the Services for any unauthorized or unlawful activity, We retain the right to remove Your access to the Services.

 

5. Obligations of User

5.1 Prerequisites

It is your responsibility to get Internet access and all related hardware needed in order to use the Services.

5.2 Sign up Obligations

You consent to:

• As requested by the sign-up process, submit true, accurate, current, and complete information about yourself.
• You also agree to preserve and quickly update the information you supplied during sign-up to ensure that it remains true, accurate, current, and complete.

Vryno may cancel Your subscription and prohibit you from using any or all of the Services going forward if You provide any information that is false, inaccurate, out-of-date, or incomplete, or if Vryno has good reason to believe that such information is false, inaccurate, outdated, or incomplete.

5.3 Transmitted Content

You acknowledge that the contents of any messages you send using the Services are entirely your responsibility.

5.4 Use of Extensions

When You activate a Vryno extension that copies, edits, or shows Your data, You give Vryno permission to access, copy, distribute, store, transmit, or reformat Your data in order for Vryno to carry out the function that the extension enables. This allows Vryno to give You the extra functionality.

When You activate a Vryno extension that links to an application or service provided by a third party, You agree to the terms of service of that third party and give Vryno permission to access, copy, reformat, transmit, and make available to that third party any data that is needed in order for that third party to provide You with Services. Additionally, you release Vryno from all liability arising from the third party’s access to and use of the data that You submit to it.

5.5 Privacy Policy

The Vryno CRM Privacy Policy governs the User Data that you submit to Vryno via the Service. By choosing to use the Service, you agree to the terms stated in the Vryno CRM Privacy Policy.

5.6 Secure use

It is your responsibility to use the Services securely. This entails safeguarding Your login credentials for Your account, ensuring the security of Your data while it’s being transferred to and from the Services, and doing anything necessary to safely export or encrypt any data you post to the Services. You also have the responsibility of making sure that no inadvertent public release of private content occurs.

You commit to preventing unauthorized access to or use of the Services by making commercially reasonable measures to do so, and to promptly notifying us of any such unauthorized access or use.

5.7 Legality of data

You are in charge of Your Data’s legality, correctness, and quality as well as the methods used to collect it.

5.8 Compliance with local laws

You agree to use Services only in accordance with the documentation and applicable laws and government regulations.

5.9 Other Users compliance

If you are accepting this agreement on behalf of Your company, you will be in charge of ensuring that other account users abide by this agreement.

Vryno may cancel Your membership and prohibit you from using any or all of the Services in the future if any users on Your subscription break the terms of this agreement.

 

6. Obligations of Vryno

6.1 Security

Vryno is committed to preserving the security, confidentiality, and integrity of Your Data by using administrative and technical measures. Except in the following cases: (a) to provide the Services and prevent or address service or technical issues; (b) as required by law in accordance with the “Confidentiality: Compelled Disclosure” section below; or (c) as expressly permitted in writing by You, these safeguards will include, but not be limited to, measures for preventing access, use, modification, or disclosure of Your data by our personnel.

6.2 Privacy of User Data

Vryno consents to the provisions outlined in the Privacy Policy and pledges to protect the privacy of each individual user’s personal information.

6.3 Privacy of Customer Data and Personal Data

The terms of the data processing addendum (“DPA”), which you can sign by contacting Vryno, will apply to any processing of customer personal data that You use the Services for. The DPA will become a part of this Agreement on the date that You sign it in accordance with its instructions.

6.4 Availability

With the exception of: (i) planned downtime, of which We shall give advance electronic notice; and (ii) any unavailability caused by circumstances beyond Our reasonable control, such as, for example, an act of God, an act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees); infrastructure or Internet service provider failure or delay; non-Vryno application; or denial of service attack, We will use commercially reasonable efforts to make the online purchased Services available 24 hours a day, seven days a week.

 

7. Fees, Payments, Cancellations, & Refunds

7.1 Automatic renewal & Fee revision

After your free trial period expires, if you choose to continue with the premium membership, Vryno CRM Cloud subscriptions are automatically renewed, and payment is made using the payment method you specified in the Vryno CRM Cloud Billing area. We maintain the right to change the cost of subscriptions and to impose fees for using Services that are now offered at no cost.

7.2 Fees are non-refundable

You agree to pay all fees shown on the order forms. costs are based on services ordered rather than actual consumption, unless otherwise noted here or in an order form; (ii) payment obligations are non-cancelable and costs paid are non-refundable.

7.3 Invoicing and Payment Details

Invoices for fees will be sent out in advance on a monthly or annual basis, or as specified by the applicable Order Form. Fees are payable net thirty days from the date of the invoice, unless specified otherwise in the order form. It is your responsibility to give Us accurate and full billing and contact information, and to notify Us of any changes to such information.

7.4 Payment by Credit Card or PayPal

You give us permission to charge Your bank account, PayPal account, or credit card for any fees incurred during the Subscription Term if you are paying with one of these methods. You also agree to our using a third party to handle payment processing and to our disclosing Your payment details to that third party.

7.5 Refunds

In the event that a refund request is submitted for payments towards future periods within ten days after the payment, Vryno will provide a complete refund. Refunds for payments paid for earlier periods won’t be given. After the service has begun, payments made for training, startup, and migration services are not refundable.

7.6 Payment Retries and Account Suspension

Within the next 14 days, Vryno will attempt to process payment for any invoice that it is unable to. Vryno will suspend the account for the next fifteen days if payment is not received within the allotted fourteen days. Reactivating Your account is as easy as paying the outstanding invoice or invoices. Your instance will be removed after 75 days of suspension if Your account has not been activated. There will be a 30-day extension on the archive.

7.7 Cancellations

You can use the previously mentioned Billing area to cancel this subscription at any time. If you cancel before any subscription period ends, Your Vryno CRM Cloud subscription will not automatically renew at the conclusion of the subscription period. Until the previously paid-for subscription period expires, your account will stay operational. Unless you have chosen to enroll in a paid membership plan, you won’t be charged for utilizing any of the services.

7.8 Backup and Restoration

In addition to any outstanding invoices, there will be an additional $75 account restoration cost if your paid account has been closed and there is an archive accessible for restoration.

• Daily backups are kept for the last seven days and Sunday backups for the last four weeks for paid accounts.
• Daily backups for trial and free accounts are stored for the previous seven days.

If Your CRM data is unintentionally lost or altered, You can email us at support@vryno.com with the reason for the request and the date of the backup that You’d like restored to Your instance, and we will replace Your current CRM data with one of those backups for a $75 fee each time. Restorations undo any modifications made to already-existing CRM data after the date of the backup that was restored, as well as any newly created CRM data. There may not always be restoration accessible. For instance, restoration might not be possible if You activate the consents module in Vryno CRM and then ask for a backup.

7.9 Payment Disputes

Refunds and disputes regarding payments sent to billing@vryno.com will be examined and answered by Vryno. However, if You are contesting the applicable charges correctly and in good faith and are working hard to settle the disagreement, We will not use our rights under the “Payment Retries and Account Suspension” section above.

7.10 Sales Tax

Taxes are not included in any of the costs; they will be added when necessary. In order to use the subscription service and other Services, You agree to pay all taxes that may be required.

7.11 Future Functionality

You acknowledge that the delivery of such future additions or functionality, as well as any written or spoken public remarks we may make about such features or functionality, are not conditions on which your purchases are reliant.

 

8. Subscription Term, Termination, & Suspension

8.1 Term and Renewal

The length of the initial subscription will be indicated in your order, and it will automatically renew for an additional year or the shorter of that duration. You have to cancel the subscription in order to stop it from renewing. Unless otherwise specified in Your Order, any additional products you add during the membership Term will be prorated in price and will renew with Your membership.

Free email credits are included with the Vryno CRM Cloud service. More Email Credits are available for purchase. Should you select a Pay as You Go plan, your CRM membership will receive email credits from the plan. Purchased credits for Pay as You Go expire after a year. Should you select a monthly plan, the plan’s email credits will be automatically added to your CRM subscription each month. At the start of each billing cycle, usage is reset.

8.2 Suspension and Termination of Paid Accounts

In the event of any suspected illegal behavior or demands from law enforcement or other government agencies, We reserve the right to temporarily prohibit access to all or part of any Service, suspend Your user account, or both. Within thirty days after being informed of the suspension, user accounts shall be disabled or suspended, and objections should be sent to legal@vryno.com. A suspended or disabled user account may be closed by us after thirty days. In addition, upon your request, we will close Your user account. Furthermore, We reserve the right to close Your user account, refuse access to the Services, and cancel Your access to any beta services in the event of unanticipated technical difficulties or beta service termination, all on the reasonable suspicion that You have violated the Terms. When your user account is terminated, you will no longer be able to use any Services, and all of your data, including your password and email address, will be deleted.

8.3 Suspension and Termination of Free Services

We have the right, at any time and without prior warning, to suspend, restrict, or stop offering Free Services. We consider your account “inactive” and reserve the right to cancel it, removing all of your users’ information, if you haven’t logged in for 60 days.

By the conclusion of the sixth month following the sign-up date, the learning edition will be removed.

 

9. Data Ownership

9.1 Data Ownership

We uphold Your ownership rights to any material and information that you generate or save. Content that you have produced or saved belongs to you. Your use of the Services does not give Vryno or any of its partners permission, unless expressly granted by You, to use, reproduce, adapt, alter, publish, or distribute any content that You generate or save in Your user account for Vryno’s marketing, commercial, or other purposes. However, you give Vryno permission to access, duplicate, store, and reformat the content of Your user account as needed to fulfill Your request for services.

9.2 Sample files and Applications

Sample files and data may be made available by Vryno to show how the Services may be used successfully for particular goals. Any such sample files and apps have random data as their content. Regarding the accuracy, utility, completeness, or dependability of the information or the example files and programs, Vryno makes no warranties, expressed or implied.

10. Communications from Vryno

Vryno may send out newsletters, administrative messages, and service notices as part of the service. You are aware that using the Services will be deemed to have included these communications. We also give You the choice to stop receiving our communications as part of our commitment to Your Complete Privacy. You won’t be able to choose not to receive administrative and service announcement messages, though.

11. Confidentiality

11.1 Confidential Information

Confidential Information of each party comprises the terms and conditions of this agreement, all Order Forms (including pricing), product plans and designs, technology and technical information, business and marketing plans, and business processes disclosed by such party. Your Confidential Information comprises Your Data; Our Confidential Information includes Our Services. Nevertheless, information that is not (i) generally known to the public or becomes so without breach of any obligation owed to the disclosing party, (ii) known to the receiving party before it is disclosed by the disclosing party, (iii) received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

11.2 Protection of Confidential Information

The Receiving Party shall take reasonable care to ensure the confidentiality of any Confidential Information of the Disclosing Party, and (i) shall not use any Confidential Information of the Disclosing Party for any purpose other than those covered by this Agreement. (ii) Unless otherwise permitted in writing by the Disclosing Party, the Receiving Party shall restrict access to Confidential Information of the Disclosing Party to those employees and contractors of its and its Affiliates who require such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing safeguards no less stringent than those herein.Without the other party’s prior written consent, neither party will disclose the terms of this Agreement or any Order Form to any third party, with the exception of its Affiliates and legal counsel. However, the party that discloses such information to its Affiliates, legal counsel, or accountants will still be accountable for ensuring that such parties comply with this “Confidentiality” section.

11.3 Compelled Disclosure

If the Receiving Party is legally required to disclose Confidential Information of the Disclosing Party, it may do so as long as it provides reasonable assistance at the Disclosing Party’s expense and gives reasonable notice of the impending disclosure, up to the extent allowed by law, should the Disclosing Party wish to contest the disclosure. The Disclosing Party will reimburse the Receiving Party for its reasonable costs of gathering and granting secure access to the Confidential Information if the Receiving Party is required by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding in which the Disclosing Party is a party and the Disclosing Party is not contesting the disclosure.

 

12. Customer Data Storage and Deletion Policy

DPA, which is hereby incorporated by reference, shall apply with regard to Customer Data, and the parties agree to abide by the terms established in DPA. To be clear, Vryno processes data on behalf of the customer (“Data Controller”) and is a data processor.

12.1 Trial Accounts

We reserve the right to remove the trial account and all related trial data at or after the 12-day mark if a paid subscription is not created within that time frame.

12.2 Paid Accounts

Information in Paid Accounts that are closed or have past-due payments. We retain the right to suspend access to Your account within 15 days of the unsuccessful billing attempt and to remove Your account, users, and all related data within 90 days of the first unsuccessful billing attempt if We are unable to properly bill Your preferred payment method for any reason.

12.3 Forever Free Accounts

We reserve the right to consider Your account “inactive” and permanently erase Your account and all related data if You don’t log in for 60 days or more.

 

13. Referral Programs

Participation in referral programs that pay participants for recommending clients to Vryno may be made available by Vryno at its sole discretion. By taking part in these programs, You consent to keeping all program-related information private, with the exception of any information that Vryno specifically grants you. Furthermore, no technology that shortens, modifies, or tracks links in any manner may be used to access any referral links that Vryno provides for this program. Furthermore, links cannot be sold, transferred, or otherwise made public without Vryno’s written permission. Users may lose access to the referral program and all prizes obtained via it if it is discovered that they have acted in a way that is against these conditions.

 

14. Modification of Terms of Service

Anytime we change the Terms, we’ll let you know. Any such revision will be communicated to you via email or by posting the updated terms of service on the website. If the Terms are changed in a way that significantly impacts Your rights related to using the Services, You may stop using the Services. If there are any changes to the Terms, your continued use of the Service will be taken as your consent to the updated terms.

15. Trademark

Vryno, Vryno logo,and Vryno CRM Cloud logo are trademarks of Vryno Limited. You agree not to display or use, in any manner, the Vryno trademarks, without Vryno’s prior consent.

 

16. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. VRYNO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VRYNO MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS-FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM VRYNO, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS

17. Limitation of Liability

17.1 Limits to Liability

The total liability of VRYNO and its affiliates towards you and your affiliates for any service, whether direct or indirect, must not exceed the amount that you paid for the service during the twelve months prior to the first incident that gave rise to the liability. NOTWITHSTANDING THE THEORY OF LIABILITY, THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT, BUT IT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE ABOVE “FEES AND PAYMENT” SECTION.

17.2 Exclusion of Consequential and Related Damages

As a result of using or being unable to use the service, you agree that VRYNO will never be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage of any kind, or for loss of business profits, business interruption, computer failure, loss of business information, or other losses arising from or caused by such use, even if VRYNO has been advised of the possibility of such damages. IF LEGALLY PROHIBITED, THE ABOVE DISCLAIMER WILL NOT APPLY.

18. Indemnification

Assuming responsibility for any claims that You have used the Services in violation of another person’s rights, against the law, against any provision of the Terms, or in connection with any other claim relating to Your use of the Services, you agree to indemnify and hold harmless Vryno, its officers, directors, employees, suppliers, and affiliates from and against any losses, damages, fines, and expenses (including attorney’s fees and costs).

 

19. Governing Law, Jurisdiction, Arbitration, and Notices

19.1 Governing Law and Jurisdiction

The laws of the State of Delhi, India, shall govern, interpret, and enforce this Agreement. The parties acknowledge and agree that Delhi, India shall serve as the exclusive forum and court for any disputes involving any party.

19.2 Arbitration

The parties agree to first attempt in good faith to resolve any disputes that may arise out of or relate to this Agreement or its breach through mediation conducted by any recognized Arbitration Association under its Commercial Mediation. Should the dispute not be resolved through negotiation, judgment on the award made by the arbitrator(s) may be entered in any court with jurisdiction over the matter.

19.3 Manner of Giving Notice

All consents, authorizations, and notices under this agreement must be in writing and will be considered granted upon: (i) personal delivery; (ii) the second business day following mailing; or (iii) the first business day following email delivery (though email will not be adequate for notices of termination or indemnity claims). Notices to You regarding billing matters should be sent to the appropriate billing contact that You have specified. Any further notifications to You should be sent to the appropriate administrators that You have chosen.

Notices should be sent to:

Email:

Billing Queries: billing@vryno.com

General Counsel: legal@vryno.com

To reach by mail:

Vryno Limited 77 Camden Street Lower, Saint Kevin’s, Dublin, D02 XE80, Ireland

 

20. End of Terms of Service

For any questions about this agreement, get in touch with us. Please contact legal@vryno.com.