The van der Roest Group, Inc. Service Level Agreement (SLA) for Nexus SaaS

1. Introduction

This Service Level Agreement ("SLA") outlines the terms and commitments for the provision of services by Nexus SaaS ("Service Provider") to a subscribed customer ("Client"). The purpose of this SLA is to establish clear expectations regarding service performance, availability, and support.

By subscribing to Nexus, the Client acknowledges and agrees to the terms outlined in this SLA.

2. Service Availability

The Service Provider commits to maintaining a minimum uptime of 99.9% for the Nexus SaaS platform on an annual basis, excluding scheduled maintenance windows. The Nexus server is housed within the Amazon Web Services (AWS) environment. Downtime caused by scheduled maintenance will be communicated to the Client in advance and will not be counted towards the uptime calculation.

2.1 Uptime Calculation

Uptime is calculated by default on an annual basis. “Annual uptime percentage” is calculated as total transaction attempts less failed transaction divided by the total transaction attempts for a given subscription tenant. This represented in the following formula:

Annual Uptime % = (total transaction attempts – failed transaction) / total transaction attempts * 100

2.2 Transaction Definition

• Transaction – ‘ping’ that successfully contacts the Nexus server. This occurs throughout the day via an automated 3rd party monitoring service.  

• Failed Transaction – ‘ping’ that unsuccessfully contacts the Nexus server.

Exclusions

Not included in the Uptime Calculation include:

• Internet outage

  • Nexus communication from the originating and target applications is based on the availability of Internet access.  Internet outages would not be included in determining downtime of Nexus platform.

• Application outage

  • Unavailability or downtime from the originating or target application would not be included in Uptime Calculation.

• Data failure

  • Errors when updating the target application due to inconsistencies of data from originating application.

3. Incident Response and Resolution

3.1 Incident Severity Levels

The Service Provider categorizes incidents into the following severity levels:

• Critical: Complete service outage or critical functionality is severely impacted.

• High: Major functionality is impaired, affecting a significant portion of users.

• Medium: Some features are impacted, but the majority of the service remains functional.

• Low: Minor issues that have minimal impact on overall service.

3.2 Incident Response Times

The Service Provider commits to the following response times for each severity level during vdR business hours:

• Critical: Initial response within 1 hour, continuous efforts until resolved.

• High: Initial response within 2 hours, continuous efforts until resolved.

• Medium: Initial response within 4 hours, continuous efforts until resolved.

• Low: Initial response within 24 hours, resolution in accordance with regular support process.

3.3 Incident Resolution Times

The Service Provider aims to resolve incidents as follows:

• Critical: Within 4 hours of identification.

• High: Within 24 hours of identification.

• Medium: Within 48 hours of identification.

• Low: Within 5 business days.

4. Support

4.1 Support Channels

The Service Provider offers support requests through email (support@vdr.com) or via our website at https://www.vdr.com/support.

4.2 Support Hours

Standard support hours are Monday to Friday, 7:00 AM to 6:00 PM (Time zone: Pacific Time (PT)). Critical and High priority incidents will be handled outside of these hours to ensure timely resolution.

4.3 Support Response Times

All support inquiries will receive an initial response within 4 hours during standard support hours. Responses to critical and high-priority incidents will be provided within 1 – 2 hours, even outside standard support hours.

5. Data Security and Privacy

The Service Provider is committed to maintaining the security and privacy of client data.  All data submitted via Nexus is stored within an SQL database within an encryption using Triple DES (3DES).

 6. Amendments and Termination

This SLA is subject to change by the Service Provider with reasonable notice to the Client. In the event of a material breach of this SLA, either party has the right to terminate the service agreement.

This SLA terminates at the conclusion of a client’s Nexus subscription.

7. Compensation for Breach

In the event of an outage that exceeds the agreed-upon uptime threshold, the Service Provider will offer a service credit of .1% of the annual subscription fee for each percentage point of downtime as calculated in section 2.1 beyond the SLA commitment.

Contact Information:

• Client Support: support@vdr.com

• Service Provider Support: support@vdr.com

The vdR Group, Inc. (“vdR”) is the publisher of the CADnection and Nexus software solutions. The terms and software license agreement (“SLA”) is a legal agreement among the Licensee (either an individual or a single entity, collectively “you” or “Licensee”), located at your legal business address and The vdR Group, Inc, (vdR), a California corporation with its primary address at 1855 W Katella Ave, Orange, California,  92867, for the CADnection and/or Nexus software product (the “Licensed Software”) and all applicable user guides, instructions, and other documentation (the “Documentation”), and the Subscription Services (as defined in subsection B.1 below).  For purposes of this Agreement, all references to the Licensed Software in this Agreement shall include all Documentation generally made available to a licensee by vdR in connection with the Licensed Software.

 A. LICENSE TO THE LICENSED SOFTWARE

 A.1 GRANT OF LICENSE

vdR hereby grants Licensee a perpetual, non-exclusive, non-transferable (except as expressly permitted in this Agreement), and non-sublicensable right and license solely to:

(a) install the Licensed Software on computer servers owned or leased by Licensee and permit the use thereof solely by employees, contractors and consultants of Licensee and its subsidiaries and affiliates, and employees of Licensee’s suppliers and customers (collectively, “Authorized Users”),

(b) make and use a reasonable number of copies of the Licensed Software solely for backup and disaster recovery purposes, provided Licensee shall reproduce all confidentiality and proprietary rights notices on all copies of the Licensed Software, and

(c) make a reasonable number of copies of the Documentation and distribute such copies to Authorized Users for use in connection with the Licensed Software, provided Licensee shall reproduce all confidentiality and proprietary rights notices on all copies of the Documentation.

 A.2 LIMITATIONS ON USE

Licensee may only use the Licensed Software as expressly permitted under subsection A.2. Licensee may not sell, lease, sublicense or otherwise permit any use or access any of the Licensed Software or the Solutions, or any derivative thereof to or by any third party, by way of a service bureau arrangement or otherwise, without executing an vdR commercial license agreement with vdR. Licensee may not reverse engineer, decompile, or disassemble the Licensed Software. Licensee shall not remove any product identification, proprietary, confidentiality, copyright or other notices placed upon or displayed in connection with the Licensed Software. Licensee shall not use the Licensed Software for any unlawful purpose or in violation of any third-party rights. Licensee will maintain the Licensed Software as confidential information pursuant to the terms set forth below. Portions of the Licensed Software are licensed by vdR from third party licensors (the “3rd Party Software”). For the avoidance of doubt, the use by the Licensee of the 3rd Party Software is subject to the terms and conditions of this Agreement, including, without limitation, Sections A.2 and A.3. Licensee promises that it:

(i) will use the 3rd Party Software only as an integral component of the Licensed Software, and

(ii) will not modify, adapt, translate, or create any derivative works of the 3rd Party Software or merge the 3rd Party Software into any other software.

 A.3 vdR INTELLECTUAL PROPERTY

Except for the rights expressly granted above, all rights, title and interest to the Licensed Software, the 3rd Party Software, and any portion or copies of the Licensed Software and 3rd Party Software remains exclusively with vdR or its licensor. This Agreement does not convey any rights of ownership in or to the Licensed Software or 3rd Party Software and/or any copies, modifications, enhancements, updates, translations and other derivative works thereof. Licensee may not grant any security interest in the Licensed Software or Licensee’s rights with respect thereto.

 B. SUBSCRIPTION

 B.1 SUBSCRIPTION SERVICES

If Licensee purchases an annual subscription (a “Subscription”) for Subscription Services (as defined below) from either vdR or an vdR Authorized Partner (as defined below) (the “Subscription Provider”) and solely for so long as Licensee remains current in payments for the Subscription, the following terms and conditions shall apply:

(a) “Licensed Software” shall include new versions, upgrades and updates to the Licensed Software that are generally released by vdR to its Licensees that purchase a Subscription (each, a “Subscriber”). For the avoidance of doubt, after the initial download of such new versions, upgrades and updates during the term of a Subscription, such new versions, upgrades and updates shall be licensed to a Subscriber pursuant to the terms of Section A above but certain features and functions of the License Software for which a Subscription is required will only be made available to and licensed to a Subscriber for so long as it maintains a Subscription under the terms of this Agreement,

(b) Upgrade Services include all labor to perform an upgrade of Licensee’s database, including any customizations made by Licensee, from the most recent previous version to the current released version of the Licensed Software. Licensee is responsible for the purchase and installation of any required hardware and Microsoft software updates, validation testing of the upgraded database, and end-user training,

(c) For any Errors in the Licensed Software reported by Licensee, vdR will use commercially reasonable efforts to correct such Errors,

(d) Any services outside the scope of the obligations set forth above are excluded. For the avoidance of doubt, upgrades from other than the most recent prior release and work involved in correction of ERRORS which result from:

(i) use or modification of the Licensed Software in breach of the terms of this Agreement,  

(ii) faults, failures or malfunctions in any hardware or software not licensed by vdR or an vdR Authorized Partner, or

(iii) failure by Licensee to implement recommendations or solutions or workarounds to Errors in the Licensed Software as previously advised by vdR or an vdR Authorized Partner, are excluded.

 B.2 SUBSCRIPTION PRICING

To purchase a Subscription, Licensee shall request a quotation from vdR or its Subscription Provider (“Quotation”). The pricing, terms and conditions shall be as set forth in the Quotation.

 B.3 SUBSCRIPTION TERM AND RENEWAL

(a) The term of a Subscription shall commence upon the date specified in the Quotation or as otherwise agreed upon by the parties in writing and continue for the period specified in the Quotation or as otherwise agreed upon by the parties in writing (the “Initial Term”), unless terminated prior to the end of such period in accordance with the terms hereof.

(b) At the end of the Initial Term, the Licensee has the option to renew the subscription, per the terms of the Quotation or an updated Quotation as requested by the Licensee.

(c) In the event a Licensee does not renew a Subscription, the Subscription is terminated in accordance with the terms hereof.

 D. GENERAL TERMS AND CONDITIONS

 D.1 WARRANTY AND DISCLAIMER OF WARRANTY

(a) vdR represents and warrants that the Licensed Software will be free from Errors for a period of ninety (90) days (the “Warranty Period”) following the start date of the Initial Term of the Subscription. vdR’s entire liability and Licensee’s exclusive remedy for any breach of such warranty shall be, at vdR’ sole discretion, to:

(i) replace the Licensed Software, or

(ii) use commercially reasonable efforts to correct the Error, provided that Licensee supplies such additional information regarding the Error.  If vdR does not replace the Licensed Software and/or does not repair the Error (either by providing a bug fix, a workaround or otherwise) within a reasonable time after notice of the Error, upon Licensee’s request, vdR will provide a refund of the fee for the Subscription paid by Licensee for the applicable Licensed Software, pro-rated for the remainder of the Initial Term, upon verification, satisfactory to vdR, that the Licensed Software has been removed from Licensee’s computers and networks or is no longer available to Licensee for its use.

(b) Licensee represents, warrants, covenants and agrees not to, directly or indirectly, export, re-export or transship products, technology or software, including, without limitation, the Licensed Software, in violation of any applicable U.S. export control laws and regulations or any other applicable export control laws of any country having jurisdiction over the parties or the transaction contemplated by this Agreement. By using the Licensed Software, Licensee represents and warrants that it is not located in, under control of, or a national or resident of any U.S. embargoed country or on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.

(c) EXCEPT AS EXPRESSLY STATED IN THIS SUBSECTION D.1, vdR AND ALL vdR AUTHORIZED PARTNERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WRITTEN OR ORAL. ANY AND ALL WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF, THE RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE. THE LICENSED SOFTWARE IS INTENDED TO BE USED BY TRAINED PROFESSIONALS AND IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, TESTING, SAFETY AND UTILITY. LICENSEE IS SOLELY RESPONSIBLE FOR ANY RESULTS OBTAINED FROM USING THE LICENSED SOFTWARE. NEITHER vdR NOR ANY vdR AUTHORIZED PARTNER WARRANTS THAT THE OPERATION OR OTHER USE OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR WILL NOT CAUSE DAMAGE OR DISRUPTION TO LICENSEE’S DATA, COMPUTERS OR NETWORKS.

 D.2 INFRINGEMENT CLAIMS

(a) If you have a Subscription pursuant to the terms hereof and are current in payments for such Subscription, vdR shall defend, indemnify and hold harmless Licensee and its Authorized Users from and against any and all damages, liabilities, cost and expenses, including legal expenses and reasonable attorneys’ fees, arising out of any third party claim or action that the Licensed Software, when used in accordance with the Documentation and the terms of this Agreement as applicable, infringes, misappropriates or otherwise violates a third party’s intellectual property rights. The foregoing indemnity shall not apply to any infringement, misappropriation or violation claims arising out of or related to

(i) any unauthorized modification of the Licensed Software, as applicable,

(ii) any combination of the Licensed Software or the Work Product, as applicable, with any hardware or software not specified by vdR, or

(iii) use of a version of the Licensed Software or the Work Product, as applicable, that has been superseded by a more current version. vdR’ entire liability and Licensee’s exclusive remedy for a claim arising under this Section D.2 shall be, at vdR’ sole discretion to,

(A) obtain the right for Licensee to continue using the Licensed Software or the Work Product, as applicable, consistent with this Agreement,

(B) modify the Licensed Software or the Work Product, as applicable, so that it is non-infringing, or

(C) replace the infringing component of the Licensed Software or the Work Product, as applicable, with a non-infringing component. If vdR does not obtain such right to continue using the Licensed Software or the Work Product, as applicable, or does not modify or replace such Licensed Software or such Work Product, as applicable, within a reasonable time after receipt of a final judgment of infringement, misappropriation or violation with respect to the Licensed Software or the Work Product, as applicable, upon Licensee’s request, vdR will provide a refund of the fee for the Subscription paid by Licensee for the Licensed Software, pro-rated for the remainder of the then-current Initial Term or Renewal Term, as applicable.

(b) In claiming any indemnification pursuant to the terms of this Section D.2, Licensee shall promptly provide vdR with written notice of any claim which Licensee believes falls within the scope of vdR’ indemnification obligations. Licensee may, at its own expense, assist in the defense if it chooses; provided that vdR shall control such defense and all negotiations relative to the settlement of any such claim; and further provided that vdR shall not settle any claim without Licensee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, solely if such settlement does not fully release Licensee or places any restriction or obligation on Licensee with respect to the rights granted in this Agreement.

 D.3 LIMITATION OF LIABILITY

(a) IN NO EVENT SHALL EITHER PARTY OR ANY vdR AUTHORIZED PARTNER BE LIABLE FOR ANY LOST OR ANTICIPATED PROFITS, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) IF YOU HAVE PURCHASED A SUBSCRIPTION, THE ENTIRE LIABILITY OF EITHER PARTY AND ANY vdR AUTHORIZED PARTNER FOR ANY DAMAGES AWARDED BY A COURT RESULTING FROM A CLAIM UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID TO vdR OR ANY vdR AUTHORIZED PARTNER BY LICENSEE FOR THE SUBSCRIPTION SERVICES THAT ARE THE SUBJECT OF THE CLAIM, AS APPLICABLE, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO A CLAIM FOR SUCH DAMAGES. 

(c) Notwithstanding the foregoing, the disclaimers and limitations of liability set forth in this subsection D.3 shall not apply with respect to any damages arising from

(i) either party’s breach of its confidentiality obligations under this Agreement,

(ii) Licensee’s breach of the terms set forth in Section A, or

(iii) either party’s gross negligence or willful misconduct.

 D.4 TERM AND TERMINATION

(a) This Agreement shall commence on the date on which you download, install or use, whichever is earlier, the Licensed Software.

(b) Without prejudice to any other rights or remedies available pursuant to the terms of this Agreement or pursuant to applicable law, rule or regulation, this Agreement or any portion hereof may be terminated pursuant to the following terms and conditions:

(i) Either party may terminate this Agreement or any portion hereof upon written notice to the other party if such other party fails to comply with the material terms and conditions of this Agreement (including any payment due) and fails to cure such non-compliance within thirty (30) days following receipt of written notice of such failure from the non-breaching party,

(c) Upon termination of this Agreement, notwithstanding the terms of the license granted in Section A.1, Licensee’s license to the Licensed Software shall end automatically and Licensee must destroy all copies of the Licensed Software and all of its component parts. In addition, upon termination of a Subscription, whether by termination of this Agreement or termination of any Subscription Services.

 D.5 MISCELLANEOUS

(a) Licensee, vdR or any vdR Authorized Partner, as applicable, agree to maintain the confidentiality of any confidential or proprietary information received from the other parties ("Confidential Information") for a period of two (2) years after the termination of this Agreement. Confidential Information shall not include publicly available or independently developed information. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care. After termination of this Agreement, each party shall return to the other party any Confidential Information of the other party received during the term of this Agreement. Notwithstanding the foregoing, the existence of this Agreement and the identity of the Licensed Software and the parties to this Agreement may be disclosed for business purposes by either party. vdR may also for business purposes, issue mutually agreed upon press releases, and distribute information, including Licensee’s name and logo and any endorsement by Licensee regarding its use of the Licensed Software.

(b) This Agreement shall be governed by and construed in accordance with the laws of the state of California, U.S.A. without regard to its conflicts of laws principles. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of and venue in the Federal and State courts within Orange County, California, U.S.A. The parties expressly waive and disclaim the applicability of the Uniform Computer Information Transactions Act (UCITA), as may be adopted in any jurisdiction, and the United Nations Convention on the International Sale of Goods.

(d) If any provision in this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain in full force and effect.

(e) This Agreement is not assignable, in whole or in part, by Licensee without the prior written consent of vdR, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Licensee may assign this Agreement to an affiliate or in connection with a merger or sale of all of Licensee’s stock or all or substantially all of the assets of Licensee. Any attempt at assignment by you, including by means of merger, acquisition, operation of law or otherwise, that is not expressly permitted under the terms of this Agreement or that is done without such consent shall be null and void and of no force and effect.

(f) If by reason of labor disputes, strikes, lockouts, riots, war, pandemics, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions, appropriation or other causes beyond the reasonable control of a party hereto, either party is unable to perform in whole or in part its obligations as set forth in this Agreement, then such party shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make such party liable to the other party. Neither party shall be liable for any loss, injury, delay or damages suffered or incurred by the other party due to the above causes.

(g) This Agreement and all Quotations and SOWs set forth the entire understanding and agreement among Licensee and vdR and supersede all proposals or communications, oral or written, between the parties relating to the subject matter of the Agreement, unless vdR and Licensee have executed a separate written contract which specifically states that the terms of that contract prevail. Except as otherwise expressly stated herein, no other terms or conditions and no modification, alteration or amendment of this Agreement shall be binding upon vdR unless accepted in writing by an authorized officer of vdR. In the event of any conflict between the terms of this Agreement and the terms of any Quotation or SOW, the terms of this Agreement shall control.

(h) All fees and any other charges incurred under the terms of this Agreement are exclusive of all federal, state, municipal, and other governmental excise, sales, use, customs, value added, and other taxes, fees or duties now in force or enacted in the future. If vdR or any vdR Authorized Partner is required to pay any such taxes, the taxes shall be billed to and paid by Licensee. Licensee agrees to pay on or before its due date all such taxes, fees, duties and charges which arise out of or in connection with this, but excluding taxes calculated on vdR’ or any vdR Authorized Partner’s net income.