PCI Security Services ~ Terms and Conditions

Terms and Conditions ("Terms")

Last updated: 06/13/2021

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the service here.

Definitions

"You" or "your" means the person or entity using the Subscription Service and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.

"Vortx", "we", "us" or “our” means Vortx, Inc. - i.e. the applicable contracting entity.

Your access to, and use of, the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

Subscriptions

This Service is billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring annual basis ("Subscription Term").

Subscription Fees

The Subscription Fee will remain fixed during the Subscription Term unless you: (i) exceed your applicable limits (see the ‘Limits’ section below), (ii) upgrade products or base packages, (iii) unless otherwise agreed to in the Order.

We will monitor or audit remotely the number of domains/Scans/SAQs in the Subscription Service and the number of uses that you consume on the Subscription Service.

Third Party Services

In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Vortx partners or other third parties. This includes, but is not limited to, the Cloudflare terms of service as seen here.

Fee Adjustments During a Billing Period

The Subscription Fee will increase during the course of a Billing Period if you exceed your usage in a Billing Period (see the 'Limits' section). In this case, the Subscription Fee will increase by a multiple that represents the overage.

The Subscription Fee will increase during a Billing Period up to the corresponding base package and tier price (as set forth in our Product and Services Catalog) if you exceed the sub-domains limit, exceed other applicable limits (except as set forth in the ‘Fee Adjustments in Next Billing Period’ section), change products or subscribe to additional features for use during the Billing Period. We may choose to decrease your fees upon written notice to you.

Fee Adjustments at Renewal

Upon renewal, your subscription will be adjusted to match the number of domains actually assigned at the end of your then-current Subscription Term.

Payment by credit card

If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term and all renewals. You further authorize us to use a third party to process payments and renewals, and consent to the disclosure of your payment information to such third party.

Subscription Term, Termination, Suspension

Term and Renewal. Your initial subscription period will be specified in your Order, and your subscription will automatically renew for the shorter of the subscription period, or one year. To prevent renewal of the subscription, the required notice must be provided more than 30 days before expiry of the Subscription Term in writing to billing@vortx.com.

No Early Termination; No Refunds. The Subscription Term will end on the expiration date and the subscription cannot be cancelled early. We do not provide refunds if you decide to stop using the subscription during your Subscription Term.

Termination for Cause. Either party may terminate these Terms for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate these Terms for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in our sole judgement, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. These Terms may not otherwise be terminated prior to the end of the Subscription Term.

Suspension for Prohibited Acts. We may suspend any User’s access to any or all Subscription Services without notice for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of these Terms.

Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

Effect of Termination or Expiration If your paid subscription is terminated or expires, we will no longer make available to you our services. You may request the deletion of your AVS account after expiration or termination of your subscription by sending a request to billing@vortx.com. You will continue to be subject to these Terms until the Subscription is correctly terminated.

Upon termination or expiration of these Terms, you will stop all use of the affected Subscription Services, and if we request, you will provide us written confirmation that you have discontinued all use of our service. If we terminate these Terms for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Disclaimer of Warranties

OUR SUBSCRIPTION SERVICE AND CONSULTING SERVICES WILL BE PROVIDED IN A PROFESSIONAL MANNER IN ACCORDANCE WITH CUSTOMARY INDUSTRY STANDARDS UTILIZING REASONABLE CARE AND SKILL. WE AND OUR SUPPLIERS, AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THE SUBSCRIPTION SERVICE, RECOMMENDATIONS/DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, VORTX CONTENT, OR THE CONSULTING SERVICES FOR A PARTICULAR PURPOSE NOR ON A SPECIFIC RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, VORTX CONTENT, OR THE CONSULTING SERVICES, EXCEPT IF AGREED SEPARATELY.

ANY LIABILITY FOR DEFECTS EXISTING UPON CONCLUSION OF THESE TERMS ACCORDING TO SECTION 536a GERMAN CIVIL CODE SHALL BE EXCLUDED.

OUR SUBSCRIPTION SERVICES, INCLUDING APIs, ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE, AND TO SERVICES OF SUPPLIERS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Limitation on and Exclusion of Damage

IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES DESPITE THE PRECEDING DISCLAIMER OF WARRANTY, YOU CAN RECOVER FROM VORTX AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.

This limitation applies to (a) anything related to the software, services, content (including code) on third party Internet sites, or third party applications; and (b) claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, or other tort; or any other claim; in each case to the extent permitted by applicable law.

It also applies even if Vortx knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your state, province, or country may not allow the exclusion or limitation of incidental, consequential, or other damages.

Indemnification

You agree to indemnify and hold Vortx, its officers, directors, shareholders, predecessors, successors in interest, employees, suppliers, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys' fees), made against Vortx by any third party due to or arising out of, relating to, or in connection with your use of the Service.

Governing Law: Jurisdiction and Venue 

These Terms of Use are to be governed and construed in accordance with the laws of the State of Oregon, without regard for principles of conflicts of laws. Any civil action, claim, dispute or proceeding arising out of or relating to these Terms of Use, except for an injunctive action regarding a breach or threatened breach of any provision of these Terms of Use by You, shall be referred to final and binding arbitration, before a single arbitrator, under the commercial arbitration rules of the American Arbitration Association in Jackson County, Oregon. The arbitrator shall be selected by You and Vortx, and if You and Vortx are unable to reach agreement on selection of the arbitrator within thirty (30) days after the notice of arbitration is served, then the arbitrator shall be selected by the American Arbitration Association. Judgment upon any award rendered by the arbitrator shall be final, binding and conclusive upon You and Vortx and Your and Vortx's respective administrators, executors, legal representatives, successors and assigns, and may be entered in any court of competent jurisdiction.

Complete Agreement

Except as expressly provided in a separate license, service or other written agreement between You and Vortx, these terms of use constitute the entire agreement between You and Vortx pertaining to Your use of the service and supersedes all prior discussions, communications, conversations and agreements concerning Your use of the service. You agree that the only way to waive rights under these Terms of Use is explicitly and in writing. Any failure to enforce any right under these Terms of Use will not waive that right.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

Contact Us

If you have any questions about these Terms, please contact us.