VeilNet Terms of Service
Effective Date: 01.07.2025
These Terms of Service (“Terms”) are entered into between you (“Customer,” “you,” or “your”) and VeilNet Pty Ltd (“VeilNet,” “we,” “us,” or “our”), and govern your access to and use of the VeilNet software, services, and related documentation (collectively, the “Services”). By using the Services, you agree to be bound by these Terms.
1. Definitions
As used in this Agreement:
1.1 “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means ownership of more than 50% of the voting securities of such entity.
1.2 “Customer” means the individual or entity that has entered into this Agreement with VeilNet and is authorized to use the Services.
1.3 “Customer Data” means data, content, configurations, metadata, or other information submitted to or processed through the Services by or on behalf of Customer.
1.4 “Documentation” means any user manuals, product specifications, or support documentation provided by VeilNet relating to the use of the Services.
1.5 “Order” means any order placed by Customer via VeilNet’s online ordering system, API, or separate written agreement that sets forth the Services to be provided and the associated fees.
1.6 “Services” means the VeilNet platform made available by VeilNet, including access to its hosted coordination layer and support for self-hosted and client components. It includes any related infrastructure, APIs, websites, documentation, and updates, as well as VeilNet Portal and VeilNet Rift, as further defined below.
1.7 “Software” means the downloadable or installable components of the VeilNet Solution. This includes:
- VeilNet Portal, the self-hostable software used to operate a relay node (“Rift Node”) within the decentralized network; and
- VeilNet Rift, the client software used by end users to access the network via VeilNet Portals.
- VeilNet Veil Master & Guardian, the control plane components.
- VeilNet Anchor, the core communication protocol library.
1.8 “Subscription Term” means the period during which Customer is authorized to access and use the Services, as set forth in an applicable Order or as otherwise made available by VeilNet.
1.9 “User” means an individual authorized by Customer to use the Services on Customer’s behalf.
2. Service Terms
2.1 Provision and Access.
In accordance with the terms and conditions of the Agreement, VeilNet grants you and your Permitted Users access to and use of the VeilNet Solution, as described in the Documentation, solely for your own personal use or internal business purposes (depending on your selected Plan). This includes a limited, revocable, worldwide, non-exclusive, non-transferable license to download and use the VeilNet Client Software on Customer Endpoints solely in connection with your use of the VeilNet Solution. You acknowledge that your purchase, subscription, or use of the VeilNet Solution is not contingent upon the delivery of any future functionality or dependent on any oral or written public statements made by VeilNet regarding such future features.
2.2 Ownership.
As between the Customer and VeilNet, the VeilNet Solution and Documentation, and all intellectual property rights therein or related thereto, are and shall remain the exclusive property of VeilNet. Nothing in the Agreement shall be interpreted to provide Customer with any rights in the foregoing, except for the limited license expressly granted herein. You may not, directly or indirectly: (i) misappropriate, sublicense, or commercially exploit any part of the VeilNet Solution; (ii) modify, disassemble, decompile, reverse engineer, or create derivative works of the VeilNet Solution; (iii) interfere with, damage, or circumvent any aspect of the VeilNet Solution; (iv) breach or evade any security or authentication mechanism within the VeilNet Solution; (v) use the VeilNet Solution to compete with VeilNet or to build a competing product or service; or (vi) use the VeilNet Solution for any unlawful, prohibited, or abusive purpose.
2.3 Customer Data.
Customer retains all rights, title, and interest, including all intellectual property rights, in and to Customer Data. You grant VeilNet a limited, non-exclusive, revocable, worldwide, royalty-free right to process and transmit Customer Data solely as necessary to provide the VeilNet Solution to you during the Term. Subject to this limited license, VeilNet does not acquire any rights in Customer Data. For the avoidance of doubt, you and your Permitted Users control what Customer Data is transmitted through the VeilNet Solution; VeilNet does not decrypt, inspect, or otherwise access the content of Customer Data, and has no ability to do so by design. VeilNet will not alter the VeilNet Solution to enable decryption of Customer Data. VeilNet has no general obligation to monitor, and does not monitor, your Customer Data. You are solely responsible for your Customer Data and represent and warrant that its transmission and use comply with applicable laws.
2.4 Customer Responsibilities.
You agree to use the VeilNet Solution in accordance with the Documentation and applicable law. You are solely responsible for: all activity conducted through your account and by your Permitted Users; timely installation and application of Software Updates; and managing your own systems, devices, and networks that interface with the VeilNet Solution. You are responsible for the confidentiality and security of your and your Permitted Users’ credentials, and you agree to notify VeilNet promptly if you become aware of any actual or suspected unauthorized use of your account. VeilNet reserves the right to suspend, disable, or replace any Permitted User account that it determines is, or may have been, used in violation of the Agreement or applicable law. Any breach of the Agreement by your Permitted Users will be deemed a breach by you.
2.5 Third Party Services.
The VeilNet Solution may include integrations with, or links to, third party websites, software, content, or services (“Third Party Services”). VeilNet does not control or endorse these Third Party Services and cannot guarantee their continued availability, performance, or security. VeilNet is not responsible for any Third Party Services, nor for any data or content accessed or transmitted through them. VeilNet does not monitor, validate, or make any warranty with respect to any Third Party Service. Your use of Third Party Services is entirely at your own risk and subject to such third party’s terms. If you enable an Integration with the VeilNet Solution, you grant VeilNet permission to transmit data to such Integration or permit the Integration to access data as necessary to interoperate with the VeilNet Solution.
3. Payment
3.1 Fees.
In consideration of the rights granted to Customer and the performance of VeilNet’s obligations under these Terms, you agree to pay VeilNet the fees and rates associated with your selected Plan and any additional features or services you elect to purchase (collectively, the “Fees”). The Fees for your chosen Plan and billing cycle (typically monthly or annually) will be specified at the time of purchase via the VeilNet website or interface. Unless expressly stated otherwise in these Terms, the Documentation, or during the checkout process, all payments must be made via accepted online payment methods (e.g., credit card or other payment processors). All payments are non-cancelable, non-transferable, and non-refundable, except as expressly provided in these Terms. Any permitted suspension of the VeilNet Solution under these Terms does not relieve you of your payment obligations.
3.2 Renewals.
Your subscription to the VeilNet Solution will continue on a recurring basis under your selected Plan and billing cycle unless and until you change your Plan or cancel your subscription. You may change your Plan at any time by following the procedures described in our Documentation. If you change your Plan during a billing period, Fees for the subsequent billing period will be adjusted on a prorated basis. You remain responsible for any unpaid Fees under the prior Plan, and VeilNet’s obligations for the prior Plan will be deemed fully performed. Renewals of free, promotional, or one-time-priced services will be charged at VeilNet’s then-current standard pricing unless otherwise specified.
3.3 Taxes.
All Fees are exclusive of applicable sales, use, value-added, goods and services, or similar taxes (“Taxes”), unless expressly stated otherwise. You are solely responsible for paying all applicable Taxes, duties, tariffs, and governmental charges associated with your use of the Services, excluding taxes based solely on VeilNet’s net income. If you are exempt from certain Taxes, you must provide VeilNet with a valid exemption certificate. Upon receipt of such valid documentation, VeilNet will not charge you the applicable Taxes for which you are exempt.
3.4 Invoices.
Unless otherwise specified in your checkout interface or Documentation, VeilNet will charge your selected payment method at the beginning of each billing cycle for the applicable Fees and any associated Taxes. Where invoicing is used, invoices will be issued in Australian dollars unless otherwise stated, and will be due and payable within thirty (30) days of the invoice date in accordance with the payment instructions provided. Invoices may be issued by a VeilNet affiliate or authorized billing provider. If you wish to dispute any amount on an invoice, you must notify VeilNet in writing within fifteen (15) days of the invoice date. The parties will cooperate in good faith to resolve any such dispute.
3.5 Delinquent Accounts.
If undisputed Fees are not paid when due (“Delinquent Accounts”), VeilNet reserves the right to suspend access to the Services and/or impose interest charges, at its sole discretion. Any overdue amounts may accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, if lower), calculated from the original due date until full payment is received. You agree to reimburse VeilNet for any reasonable collection costs, including attorneys’ fees and expenses, incurred in pursuing payment of any Delinquent Account.
4. Term Termination
4.1 Term.
These Terms will remain in effect from the date you open your VeilNet account until the earlier of (i) your closure of the account, or (ii) termination of these Terms by either party as provided herein. The full duration of these Terms is referred to as the “Term.”
4.2 Closing your account.
You may close your VeilNet account at any time by following the procedures described in our Documentation. Upon closure, any outstanding invoices will become immediately due and payable in accordance with the payment terms set forth in these Terms or your applicable invoice. Any prepaid Fees are non-refundable.
4.3 Termination for cause.
Either party may terminate these Terms with immediate effect upon written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Furthermore, if a party becomes insolvent or bankrupt, enters liquidation proceedings, is the subject of a receivership or similar legal process, or makes an assignment for the benefit of creditors, the other party may terminate these Terms immediately upon written notice. If Customer terminates for cause under this Section 4.3, VeilNet will refund on a pro rata basis any prepaid Fees covering the period after the effective date of termination. If VeilNet terminates for cause, Customer remains liable for all unpaid Fees outstanding as of the effective date of termination, including any Fees covering the remainder of the payment period had the Agreement not been terminated.
4.4 Termination by VeilNet.
VeilNet reserves the right to terminate these Terms and close your account with notice in the event it determines that it is required to do so under applicable law. In such cases, VeilNet will refund any prepaid Fees covering the remainder of the current billing cycle as of the effective date of such termination.
4.5 Effect of termination.
Upon termination of these Terms, Customer’s rights to access and use the VeilNet Solution will immediately cease, and Customer and its Permitted Users must stop all use of the Services. VeilNet will have no further obligation to maintain or provide access to the VeilNet Solution, and may—unless prohibited by law—delete any associated Customer Data from its systems in accordance with its standard data retention policies and procedures. Each party will also cease using the other party’s Confidential Information and, upon request, return or destroy such Confidential Information. Termination does not relieve Customer of the obligation to pay any outstanding Fees owed up to the effective date of termination. Termination or expiration does not limit either party from pursuing any other remedies available under law or equity, including injunctive relief.
4.6 Survival.
The following sections will survive the expiration or termination of these Terms: Sections 3 (Payment), 4.5 (Effect of termination), 4.6 (Survival), 6 (Confidentiality), 7.3 (Disclaimer of Warranties), 11 (Indemnification), 12 (Limitation of Liability), and 14 (Miscellaneous).
5. Data Protection
5.1 Applicable terms.
For business entities or individuals using the VeilNet Solution in a commercial or organizational capacity, the VeilNet Data Processing Addendum (“DPA”) is incorporated by reference into these Terms and applies to the extent that the processing of Personal Information (as defined in the DPA) is subject to the Australian Privacy Act 1988 (Cth), including the Australian Privacy Principles (“APPs”), or other applicable data protection laws. For individuals using the VeilNet Solution for personal or household purposes, our Privacy Policy applies.
5.2 Security.
VeilNet adopts and maintains administrative, technical, and organizational safeguards aligned with industry best practices for systems security, consistent with its DPA and internal security policies. VeilNet does not knowingly introduce into the VeilNet Solution any viruses, malware, time bombs, Trojan horses, or other malicious code, nor incorporate any open source components under licenses that would impose copyleft obligations on Customer systems or data.
5.3 Usage Data.
Customer acknowledges that VeilNet may collect and process anonymized system metrics and metadata that arise from the standard operation and usage of the VeilNet Solution (“Usage Data”) for limited business purposes. These purposes include improving the security, reliability, and performance of the VeilNet platform; enabling fraud detection; conducting product analytics and debugging; and managing accounts and billing. Usage Data is processed by VeilNet as a data controller (where applicable), and is not linked to any decrypted content or personally identifying information unless strictly necessary and lawful. VeilNet will pseudonymize, aggregate, or de-identify Usage Data wherever feasible. For clarity, Usage Data does not include Customer Data.
5.4 Acknowledgement.
You acknowledge and agree that:
(a) VeilNet does not act as a “health service provider” under the Australian Privacy Act, and the VeilNet Solution is not designed for transmission or storage of health records under state or federal legislation;
(b) VeilNet is not certified or regulated as a financial services provider under the Corporations Act 2001 or the Banking Act 1959, and should not be used in any manner requiring APRA compliance;
(c) VeilNet is not a regulated education technology provider under any Australian state or territory legislation, and should not be used in connection with student records under jurisdictional equivalents of FERPA.
As a reminder, you and your Permitted Users choose what Customer Data to transmit through the VeilNet Solution. VeilNet does not have access to, decrypt, inspect, or control the content of Customer Data. If you choose to transmit sensitive or regulated information (such as health records, financial data, biometric identifiers, tax file numbers, or government-issued identification), you are solely responsible for ensuring appropriate safeguards are in place and that such use complies with applicable law.
6. Confidentiality
The provisions of this Section shall supersede any prior non-disclosure agreement between the parties with respect to the subject matter of this Agreement.
6.1 Definition.
“Confidential Information” means all information disclosed by one party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. VeilNet Confidential Information includes: the source or object code of non-public components of the VeilNet Solution (including but not limited to the Anchor software); unreleased product features; research materials; nonpublic business, financial, or marketing information; pricing, roadmap, and infrastructure architecture; audit findings; and the results of any performance testing of the VeilNet Solution.
Confidential Information does not include information that:
(i) is or becomes publicly known through no breach of any obligation owed to the disclosing party;
(ii) was known to the receiving party before disclosure without breach of any obligation;
(iii) is received from a third party lawfully and without breach of any confidentiality obligation; or
(iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
For clarity, the parties acknowledge that Personal Information governed by applicable privacy laws (such as the Australian Privacy Act 1988) is not considered Confidential Information for the purposes of this Section 6, and is instead subject to the DPA or Privacy Policy, as applicable.
6.2 Protection of Confidential Information.
Each party retains ownership of its respective Confidential Information. The receiving party agrees to:
(a) use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but no less than reasonable care;
(b) not use or disclose the Confidential Information for any purpose outside the scope of this Agreement; and
(c) restrict access to the Confidential Information to those employees, contractors, legal and financial advisors, and Affiliates who (i) need access for purposes consistent with this Agreement, and (ii) are subject to confidentiality obligations substantially similar to those set out in this Section.
Upon termination or expiration of this Agreement, the receiving party must cease using the disclosing party’s Confidential Information and promptly destroy all copies of it, whether in physical or electronic form, except as retained under standard archival or backup policies or where retention is required by law. Confidentiality obligations will survive for three (3) years following termination of the Agreement, except for information deemed a trade secret under applicable law, which will remain protected for so long as it retains trade secret status.
6.3 Compelled disclosures.
The receiving party may disclose Confidential Information if and only to the extent required by law, regulation, or valid court or government order. To the extent legally permissible, the receiving party shall provide the disclosing party with advance written notice of the compelled disclosure to permit the disclosing party, at its own cost, to seek protective or limiting orders. If disclosure is not contested, the disclosing party shall reimburse the receiving party for reasonable costs of securely producing the required Confidential Information.
6.4 Availability of injunctive relief.
The parties agree that unauthorised disclosure or misuse of Confidential Information may cause irreparable harm for which monetary damages are inadequate. Accordingly, each party shall be entitled to seek injunctive or equitable relief (including specific performance) for any breach or anticipated breach of this Section, in addition to any other remedies available under law.
7. Warranties & Disclaimers
7.1 Mutual warranties.
Each party represents and warrants that:
(a) it is duly authorised to enter into these Terms;
(b) it is duly organised and validly existing under the laws of its applicable jurisdiction;
(c) it has the legal right and authority to execute and perform its obligations under this Agreement;
(d) this Agreement constitutes a binding obligation of such party; and
(e) it will comply with all applicable laws and regulations in connection with its use or provision of the VeilNet Solution.
7.2 Limited warranty.
VeilNet represents and warrants that:
(a) the hosted components of the VeilNet Solution will operate in material conformity with the applicable Documentation under standard conditions; and
(b) VeilNet will not materially degrade the core functionality of the VeilNet Solution for paying customers during the Term (the “Limited Warranty”).
If Customer notifies VeilNet of a breach of the Limited Warranty, VeilNet will make reasonable efforts to correct the nonconformity. This remedy is Customer’s sole and exclusive remedy for any breach of the Limited Warranty. The Limited Warranty does not apply to:
(i) any part of the Solution that is self-hosted or not under VeilNet’s direct operational control;
(ii) any Third Party Service or Integration;
(iii) issues caused by misuse or modification of the VeilNet Solution by Customer;
(iv) circumstances or events beyond VeilNet’s reasonable control (including internet failures or force majeure); or
(v) non-enterprise deployments where VeilNet does not manage or monitor the full system architecture.
Due to the decentralized, self-managed nature of VeilNet deployments, VeilNet makes no guarantees regarding speed, availability, latency, or service quality unless expressly stated in a separate Enterprise Service Agreement where VeilNet has direct responsibility over the deployment and performance of the entire system.
7.3 Warranty disclaimer.
Except as explicitly stated in this Section 7, and to the maximum extent permitted by applicable law, the VeilNet Solution is provided “as is” and “as available,” without any warranties or conditions of any kind. VeilNet expressly disclaims all other warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, reliability, or that the VeilNet Solution will be uninterrupted or error-free.
VeilNet does not warrant or represent that Customer’s use of the VeilNet Solution will achieve any particular performance or outcome, nor that all issues can or will be corrected. VeilNet disclaims all warranties or conditions arising from any course of dealing or usage of trade. If any implied warranties cannot be excluded under applicable law, then such warranties are limited to the shortest duration permitted by law.
8. Feedback & Research
8.1 Feedback.
If you or any of your Permitted Users voluntarily submit to VeilNet any feedback, comments, suggestions, or recommendations about the VeilNet Solution (“Feedback”), VeilNet may use such Feedback freely and without any obligation to you. VeilNet is not required to use or implement any Feedback, but if it does, such Feedback will be deemed part of the VeilNet Solution and shall be owned exclusively by VeilNet. Unless submitted in the context of formal Research (as defined below), all Feedback will be treated as non-confidential and non-proprietary, and VeilNet shall not be liable for any use or disclosure of such Feedback, nor shall the submitter be entitled to any compensation or attribution.
8.2 Research.
From time to time, you or your Permitted Users may be invited to participate in user research, product testing, security trials, workshops, beta programs, or other exploratory activities relating to the VeilNet Solution or related technologies, including unreleased or experimental features (“Research”). Participation in Research is entirely voluntary and does not constitute a partnership, agency, employment, or joint venture between you and VeilNet. VeilNet does not guarantee that features under Research will be released generally or supported in the future, and provides no commitments as to maintenance, uptime, support, or service levels for such features. All Research-related materials are provided strictly “as is” and “as available,” without any warranties of any kind, express or implied.
9. Publicity
VeilNet may refer to you as a VeilNet customer for marketing or promotional purposes. You grant VeilNet the limited right to use your name and logo solely in connection with such purposes, including on VeilNet’s website, pitch materials, and presentations. VeilNet will comply with any trademark usage guidelines you provide in writing, and all goodwill derived from such use will inure exclusively to your benefit.
Neither party shall issue a press release, publish a case study, or otherwise disclose the other party’s involvement in connection with the VeilNet Solution without prior written consent from the other party.
10. Disputes & Choice of Law
10.1 Choice of law.
If you are an individual using the VeilNet Solution for personal or household purposes and reside in Australia, these Terms will be governed by and interpreted in accordance with the laws of the State of Western Australia and the laws of the Commonwealth of Australia, without reference to any conflict of laws principles. In all other cases, to the extent permitted by applicable law, these Terms will be governed by the laws of Western Australia, and each party submits to the exclusive jurisdiction of the courts located in Perth, Western Australia. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
10.2 Free users and personal use.
If you are a Free user or using the VeilNet Solution solely for personal or non-commercial purposes, you agree that any dispute or claim arising out of or relating to these Terms will be subject to the exclusive jurisdiction of the courts of Western Australia. No arbitration agreement or class action waiver applies to your use of the VeilNet Solution.
10.3 Business customers.
If you are a Self-Serve or Enterprise customer using the VeilNet Solution for business or commercial purposes, you agree that any dispute, claim, or controversy arising out of or relating to these Terms (including breach or interpretation) will be subject to the exclusive jurisdiction of the courts of Western Australia. Each party waives any objection based on lack of personal jurisdiction or inconvenient forum. This clause does not prevent either party from seeking urgent injunctive relief in any appropriate jurisdiction to protect its intellectual property rights, trade secrets, or Confidential Information.
10.4 Statute of limitations.
To the maximum extent permitted by applicable law, any claim or cause of action arising out of or related to the use of the VeilNet Solution or these Terms must be filed within twelve (12) months after such claim or cause of action arises, or it will be permanently barred.
11. Indemnification
11.1 Indemnification by VeilNet.
VeilNet will defend Customer and its Affiliates, and each of their respective officers, directors, employees, agents, successors and assigns, against any claim, demand, suit or proceeding made or brought against Customer by a third party (excluding Customer’s Affiliates) alleging that the VeilNet Solution, as provided by VeilNet, infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for any damages, legal fees, and costs finally awarded against Customer or amounts paid under a settlement approved by VeilNet in writing.
If the continued provision of the VeilNet Solution becomes threatened or enjoined, VeilNet may, at its sole discretion:
(i) secure the right to continue providing the Solution;
(ii) modify or replace the Solution to be non-infringing; or
(iii) terminate these Terms with thirty (30) days written notice and refund any prepaid Fees on a pro rata basis for the remaining portion of the Term following such termination.
VeilNet’s obligations in this Section 11.1 do not apply to any Claim Against Customer that arises from:
(a) Customer’s use of the VeilNet Solution in an unlawful or unauthorised manner;
(b) Customer’s failure to install or use Updates when doing so would have avoided infringement;
(c) Customer Data;
(d) Customer’s specifications or instructions to VeilNet;
(e) Customer’s combination of the VeilNet Solution with any software, equipment, process, or materials not supplied by VeilNet; or
(f) use of the VeilNet Solution not in accordance with these Terms or the Documentation.
11.2 Indemnification by Customer.
Customer will defend VeilNet and its Affiliates, and each of their officers, directors, employees, agents, successors and assigns, against any claim, demand, suit or proceeding made or brought against VeilNet by a third party (excluding VeilNet Affiliates) arising from:
(a) Customer’s use of the VeilNet Solution in breach of the Acceptable Use Policy;
(b) Customer’s combination of the VeilNet Solution with third-party software, systems, or materials not provided by VeilNet; or
(c) Customer Data
(each a “Claim Against VeilNet”); and will indemnify VeilNet for any damages, legal fees, and costs finally awarded or settlement amounts paid under a Claim Against VeilNet approved in writing by Customer.
This indemnity does not apply where the Claim Against VeilNet results from VeilNet’s material breach of the Agreement.
11.3 Indemnification procedures.
Each party’s defense and indemnification obligations are conditioned on the indemnified party:
(a) promptly notifying the indemnifying party in writing of the claim (no later than thirty (30) days after learning of it);
(b) providing reasonable cooperation, information, and assistance in defending the claim; and
(c) granting the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party may not settle the claim in a way that is not confidential, requires an admission of liability, or imposes non-monetary obligations without the indemnified party’s prior written consent (not to be unreasonably withheld).
The indemnified party may, at its own expense, participate in the defense with its own legal counsel, so long as this does not interfere with the indemnifying party’s control of the defense.
11.4 Exclusive remedy.
This Section 11 sets out each party’s exclusive remedy and entire liability for the third-party claims described in this section, notwithstanding anything to the contrary in these Terms.
12. Limitation of Liability
12.1
Except for the Excluded Liabilities (defined below), and notwithstanding anything in the Agreement to the contrary and to the maximum extent permitted by applicable law, in no event shall either party be liable to the other party for any indirect, incidental, special, exemplary, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of goodwill, loss of data, or interruption of business, whether or not such party has been advised of the possibility of such damages and regardless of the legal or equitable theory upon which the claim is based (including contract, tort—including negligence—strict liability, warranty, or otherwise).
12.2
Except for the Excluded Liabilities, and notwithstanding anything in the Agreement to the contrary and to the maximum extent permitted by law, in no event shall either party’s total cumulative liability to the other party arising out of or related to these Terms or Customer’s access to and use of the VeilNet Solution exceed the greater of:
(i) one hundred Australian dollars (AUD $100), or
(ii) the total amount of Fees actually paid by Customer to VeilNet under the Agreement in the twelve (12) months preceding the date the claim or cause of action arose, regardless of the form or number of claims.
12.3
For purposes of this Section 12, the “Excluded Liabilities” are liabilities arising from:
(a) a party’s indemnification obligations under Section 11 (Indemnification);
(b) a party’s breach of Section 6 (Confidentiality);
(c) a breach of Section 2.2 (Ownership); or
(d) Customer’s obligation to pay all undisputed Fees due under this Agreement.
13. Trade Compliance
VeilNet is committed to complying with applicable trade laws, including export control and sanctions regulations. In connection with these Terms, each party agrees to comply with all applicable export, import, and sanctions laws and regulations, including but not limited to:
(a) the Autonomous Sanctions Regulations 2011 (Cth) and other laws of Australia;
(b) regulations administered by the United Nations Security Council;
(c) sanctions laws of the United States, including those enforced by the Office of Foreign Assets Control (OFAC);
(d) the European Union and its member states; and
(e) any other applicable governmental authority (collectively, “Sanctions”).
By accessing or using the VeilNet Solution, you represent and warrant that:
(i) neither you nor any of your Permitted Users are listed on any Sanctions list or subject to trade restrictions;
(ii) you are not located in, a resident of, or ordinarily resident in any country or region that is subject to comprehensive international sanctions or embargoes; and
(iii) you will not use the VeilNet Solution in violation of any applicable Sanctions.
Due to the decentralized and privacy-preserving nature of the VeilNet Solution, VeilNet does not monitor user identities, traffic contents, or geographical origin. However, by agreeing to these Terms, you accept full responsibility for ensuring your own compliance with all relevant trade laws and Sanctions. Any use of the VeilNet Solution in violation of this Section constitutes a material breach of these Terms, and VeilNet reserves the right to restrict, suspend, or terminate access where required to comply with applicable laws or regulatory actions.
14. Miscellaneous
14.1 Evaluation Periods.
VeilNet may, in its sole discretion, make certain components of the VeilNet Solution or functionality available to you free of charge for evaluation purposes during a limited period (the “Evaluation Period”), as specified in writing or through the user interface. During the Evaluation Period, you may only use the VeilNet Solution for internal evaluation and testing and not for production or commercial purposes. Notwithstanding anything to the contrary in these Terms:
(a) VeilNet may suspend or terminate access to the Solution at any time during the Evaluation Period for any reason;
(b) no warranties apply, including the Limited Warranty; and
(c) VeilNet’s total liability for any claims arising during the Evaluation Period is limited to one hundred Australian dollars (AUD $100).
14.2 Modifications.
VeilNet may modify these Terms from time to time. Unless otherwise specified, changes will become effective upon posting the updated version on the VeilNet website or sending you notice. We will use reasonable efforts to notify you of material changes through email or account notifications. Your continued use of the VeilNet Solution after the effective date of any update constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must discontinue use and close your account under Section 4.2.
14.3 Assignment.
Neither party may assign these Terms without prior written consent of the other, except in connection with a merger, acquisition, or sale of all or substantially all assets. Any attempted assignment in violation of this section is void. These Terms are binding upon and will inure to the benefit of the parties and their permitted successors and assigns.
14.4 Notice.
Unless otherwise stated:
- Notices to VeilNet must be in writing and sent via email to: legal@veilnet.org
- Notices to Customer will be sent to the administrator email on record for the account.
You are responsible for keeping your contact information current. Notices are deemed received on the business day following delivery unless an error message or bounce-back is received.
14.5 Force Majeure.
VeilNet will not be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, cyber attacks, labour disputes, pandemics, war, government restrictions, or failures of third-party services.
14.6 No third-party beneficiaries.
These Terms are intended solely for the benefit of the parties. No third party shall have any rights under or be entitled to enforce any part of this Agreement.
14.7 Relationship of the parties.
Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has authority to bind or act on behalf of the other.
14.8 Waiver and severability.
The failure to enforce any right or provision shall not constitute a waiver. If any provision of the Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
14.9 Titles and headings.
Section titles are for convenience only. Terms like “will,” “shall,” and “including” are interpreted according to standard contractual conventions. Words in the singular include the plural and vice versa. Currency references are to Australian dollars unless otherwise stated.
14.10 Customer Affiliates.
Permitted Users of your Affiliates may use the VeilNet Solution under your account. You remain responsible for your Affiliates’ and their users’ compliance with these Terms.
14.11 Entire agreement.
These Terms, together with any applicable DPA, SLA, or Special Terms, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, communications, or understandings. No additional terms in your purchase orders or procurement systems shall apply.
14.12 Order of precedence.
If there is a conflict among the documents comprising the Agreement, the following order applies:
(1) Special Terms (if any);
(2) the DPA and SLA (if applicable);
(3) these Terms. Any Customer-issued terms (e.g., purchase order conditions) are void unless expressly agreed to in writing.
14.13 English language.
These Terms and all related documents are drafted in English and shall be interpreted accordingly. If translated, the English version shall prevail in the event of any discrepancy.
14.14 Execution.
These Terms may be accepted electronically (e.g., by clicking “I Agree,” activating a subscription, or continuing use), and such acceptance has the same legal effect as a handwritten signature.
