1. Acceptance of Terms
A. Vermile, Corp. ("Vermile", "We") provides its Service (as defined below) to you through its web site located at https://vermile.com (the "Site"), application programming interface (the "API"), or any mobile application (the "Mobile App", together with the Site and the API, the "Application") that Vermile may offer from time to time, subject to this Terms of Service agreement ("TOS"). By accepting this TOS or by accessing or using the Service or Application, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service. Any actions you, or any of your employees, consultants, agents, representatives, and users take on the Service shall be deemed to have occurred on behalf of your legal entity.
B. You can review the most current version of this TOS at any time at https://vermile.com/legal/terms. If any term of this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.
2. Description of Service
The "Service" means (a) the Application, (b) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the Application, including third-party provided software incorporated into the Application (collectively referred to as the "Content") and all modifications thereto.
The Service is provided "as-is". That means the Service may include bugs that impact your ability to use the Service and/or may impact your business. Vermile is not liable for your use of the Service.
Vermile reserves the right to alter the Service at any time. We are actively developing new features and products to improve the Service. As part of these efforts, we may add or remove features, start offering new services, or stop offering some services entirely (or just in some places or for some users) if they no longer make sense from a business perspective or create risk for Vermile, our users, or other third parties. While we try to avoid disruptions, we cannot guarantee that there will not be an outage or change to the services, and your content may not be retrievable due to such outages or changes. We are not liable for any such outages or service changes. We reserve the right to limit or make available the Service or parts of the Service depending on location.
3. Account Management
To access certain features of the Services, you must register for an account. You agree to provide accurate and complete information during the registration process and to update such information to keep it accurate and current.
You agree to immediately notify Vermile of any change in your billing address or the credit card. Vermile reserves the right at any time to change its prices, charge for previously free Services and change its billing methods on a going forward basis, either immediately upon posting on the website or by e-mail delivery to you.
All Vermile accounts are on a subscription basis; the Subscription will renew unless canceled before the Renewal Commencement Date. Subscription renewals happen with Vermile’s most up-to-date pricing unless otherwise stated in your contract.
4. Payment
To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Vermile information regarding your credit card or other payment instrument. Such payment plan may include the option to prepay for your access to the Service before it begins or to receive an invoice for payment after your use of the Service has begun. Additional information on our payment plans is available at https://vermile.com/pricing, on the Site, or in the order form confirming your purchase.
5. General Conditions / Access and Use of the Service
A. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Vermile. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
B. The Service is protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in the TOS, Vermile owns all right, title and interest in and to the Service, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.
V. Any software that may be made available by Vermile in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Vermile hereby grants you a personal, non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by Vermile for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Vermile or any third party is granted to you in connection with the Service.
D. You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter "transfer(ring)") in connection with or relating to the Service ("Your Content"). By making Your Content available through the Services, you hereby grant to Vermile an irrevocable, transferable, sublicensable (through multiple tiers), fully paid, royalty-free and worldwide right and license to use, copy, access, store, modify and display Your Content: to further Vermile’s legitimate interests in providing the Services; to provide, maintain and improve the Services; to perform such other actions as authorized by you in connection with your use of the Services including for use as inputs in features incorporating Artificial Intelligence (as defined below), whether developed by Vermile or third-parties; and such other purposes identified in Vermile’s Privacy Policy (as defined below). We will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary. Vermile does not claim any ownership rights in Your Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit Your Content. Vermile will not access, view or process Your Content, except (a) as provided for in this Agreement or the Privacy Policy; (b) as authorized or instructed by you; (c) as required to perform its obligations under this Agreement; or (d) as required by applicable law. We have the right, but not the obligation, to remove any of Your Content that we determine in our sole discretion to be offensive content. We also have the right, but not the obligation, to limit or revoke the use privileges of anyone who posts such content or engages in unacceptable behavior on or through the Service. We reserve the right to delete Your Content if you cancel your account with us. Vermile warrants that your personally identifiable information will be treated in accordance with its Privacy Policy and applicable law. Except as provided under this Agreement, Vermile has no other obligations with respect to Your Content. As used herein, “Artificial Intelligence” or “AI” means computer systems and algorithms that replicate human cognitive functions and decision-making processes, including machine learning, natural language processing, and autonomous decision-making.
E. Vermile may collect information about your use of the Service ("Usage Data"). Usage Data may be used for data analytics purposes to review, analyze, and optimize the Service.
F. Vermile may collect information from third party services via integrations you initiate ("Connected Account Data"). Connected Account Data may be stored and processed by Vermile after an integration is disconnected for the purpose of providing the Vermile Service. Connected Account Data is maintained for the duration your organization's Vermile account is active.
G. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. We may assume that any communications we receive from your account or the associated contact information have been made by you, and that any purchases made using your account were made by you. Vermile reserves the right to access your account for purposes that Vermile deems appropriate, for example to respond to your requests for technical support or account management. By transferring Your Content on or through the Service, You hereby do and shall grant Vermile a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. Vermile has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that Vermile may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
H. You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks, (b) changes to conform and adapt to technical requirements of connecting networks or devices, and (c) transmission to Vermile’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Vermile will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
I. The failure of Vermile to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Vermile, even though it is electronic and is not physically signed by you and Vermile, and it governs your use of the Service and takes the place of any prior agreements between you and Vermile.
J. Vermile reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Vermile’s website and in other communication with existing or potential Vermile customers. To decline Vermile this right you need to email support@vermile.com stating that you do not wish to be used as a reference.
K. Vermile reserves the right at any time to modify or discontinue, temporarily or permanently, your account and/or the Service (or any part thereof) with or without notice. Vermile shall not be liable to you or to any third party for any modification, price change, change in capacity or accessibility, suspension or discontinuance of the Service. Vermile may limit your use of the Service for any reason at all, in Vermile’s sole discretion. You agree that any termination or limitation of your access to the Service may be without prior notice, and you agree that Vermile will not be liable to you or any third party for such change or termination. If Vermile terminates this TOS or your access or use of the Service due to your breach of this TOS or any suspected fraudulent, abusive, or illegal activity, then termination of this TOS shall be in addition to any other remedies Vermile may have at law or in equity.
6. Third-Party Links
Vermile may allow you to access apps, bots, or other products, features, or services developed by third parties (“third-party services”). It’s your choice whether to use these third-party services and whether to participate in the tools that incorporate them. You should review any terms and policies provided by the third parties before doing so as they govern your use of their services. While these third parties do need to follow all policies that apply to them (which may include these Terms), Vermile is not responsible for any third-party services.
7. Representations and Warranties
You represent and warrant to Vermile that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Vermile to perform its obligations) in connection with the Service without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Vermile’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; (iv) you will not present the results generated by the Services as solely human generated; (v) you will not use the Services to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision, (vi) you will comply with all applicable local, state, federal and international laws; and (vii) you are eighteen (18) years of age or older.
8. Termination
You have the right to terminate your account at any time in accordance with the procedures set forth on the Application or with written notice. Vermile reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your Content in the Service, for any reason, including if Vermile believes that you have violated this TOS. Vermile shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. Vermile will use good faith efforts to contact you to warn you prior to suspension or termination of your account by Vermile. All of Your Content on the Service (if any) may be permanently deleted by Vermile upon any termination of your account in its sole discretion subject to the Privacy Policy. If Vermile terminates your account without cause and you have signed up for a fee-bearing service, Vermile will refund the prorated, unearned portion of any amount that you have prepaid to Vermile for such service. However, all accrued rights to payment and the terms of Section 4-17 shall survive termination of this TOS.
9. DISCLAIMER OF WARRANTIES
THE SERVICE, INCLUDING THE APPLICATION AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. VERMILE AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, VERMILE AND ITS THIRD-PARTY LICENSORS DISCLAIM ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. VERMILE OFFERS NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATED TO INTELLECTUAL PROPERTY OR OTHER RIGHTS IN CONTENT OR THE APPLICATION, AND YOU USE CONTENT AND THE APPLICATION AT YOUR OWN RISK WITH REGARD TO ALL SUCH RIGHTS. VERMILE DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION WILL BE FREE OF CONTENT THAT INFRINGES THIRD PARTY RIGHTS, INCLUDING WITHOUT LIMITATION PRIVACY AND INTELLECTUAL PROPERTY RIGHTS. VERMILE AND ITS THIRD-PARTY LICENSORS FURTHER DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. VERMILE FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VERMILE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE FREE FROM THIRD PARTY INTERFERENCE OR OTHERWISE SECURE. VERMILE DOES NOT MAKE ANY WARRANTY REGARDING THE RESULTS OBTAINED FROM USING AI FUNCTIONS OR THE ACCURACY OR SUITABILITY FOR YOUR NEEDS OF ANY INFORMATION OBTAINED THROUGH AI FUNCTIONS. YOU UNDERSTAND AND AGREE THAT USE OF ANY SUCH INFORMATION OBTAINED THROUGH USING AI FUNCTIONS IS AT YOUR SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VERMILE OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.
9.1 Disclaimer. You assume sole responsibility and liability for results, recommendations, and Content obtained from the use of the Services and for conclusions drawn or actions taken from such use. Vermile shall have no liability for any claims, losses, or damage caused by errors or omissions in any information you provided to Vermile in connection with the Services or any actions taken by Vermile at your direction. Vermile shall have no liability for any claims, losses or damages arising out of or in connection with your or any Authorized User’s use of any third-party products, services, software, or web sites that are accessed via links from within the Services.
10. LIMITATION OF LIABILITY
A. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL VERMILE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, DATA BREACH, OR BUSINESS INTERRUPTION, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
B. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, VERMILE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
11. Indemnification
You shall defend, indemnify, and hold harmless Vermile, its officers, directors, employees, agents, and successors from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service, including without limitation any claims for copyright infringement, defamation, invasion of privacy or right of publicity arising out of or in connection with any unauthorized use of the Service, violation of any applicable laws and any third-party litigation arising out of your use of the Service. Vermile shall provide notice to you of any such claim, suit or demand. Vermile reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Vermile’s defense of such matter.
12. Modifications
Vermile may change this TOS from time to time with at least 30 days prior notice. You can review the most current version of this TOS at any time at https://vermile.com/legal/terms. "Prior notice" means the revised terms and conditions will be posted on the Service. If you use the Service within 30 days after the notice had been posted, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.
13. Assignment
You may not assign this TOS without the prior written consent of Vermile, but Vermile may assign or transfer this TOS, in whole or in part, without restriction.
14. Governing Law
This TOS shall be governed by the laws of the State of Delaware without regard to the principles of conflicts of law. Unless otherwise elected by Vermile in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Delaware for the purpose of resolving any dispute relating to your access to or use of the Service.
15. Arbitration
The parties agree that any dispute with respect to any matter covered under this TOS, including any disputed claim for indemnification, will be submitted to mandatory, final and binding arbitration before with the San Francisco, California branch of JAMS ("JAMS"), governed by JAMS' Commercial Rules of Arbitration applicable at the time of the commencement of the arbitration (the "JAMS Rules") and heard before one arbitrator. You and Vermile shall attempt to mutually select the arbitrator. In the event we are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the JAMS Rules. Each party shall bear its own attorneys’ fees, expert witness fees, and costs associated with any arbitration pursuant to this Section 15.
16. Privacy
Please visit https://vermile.com/legal/privacy to understand how Vermile collects and uses personal information.
17. Notice
The Service is conducted electronically and you agree that Vermile may communicate electronically with you for any matters relating to the Service, including but not limited to information and notifications regarding product updates, payments, and ways to more efficiently use the Service, and legal notices of any kind, including cancellation and termination, unless prohibited by law. Any notices to be provided to you under this TOS shall be sent by electronic mail to the last email address that we have on file for you, and you hereby consent to receiving any such notice by electronic mail. Notice shall be deemed to have been given by Vermile on the date we sent the relevant electronic communication with applicable receipt of delivery.