This End User License Agreement ("Agreement" or "EULA") is a legal agreement between you ("User," "you," or "your") and Vermile, Corp. ("Vermile," "Company," "we," "us," or "our") governing your access and use of Vermile’s software-as-a-service platform and related applications, websites, and services (collectively, the "Service").
By registering, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you may not use the Service.
1. License Grant
Subject to your compliance with this Agreement and payment of any applicable fees, Vermile grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service solely for your internal business or personal purposes, depending on your subscription plan.
You are granted a license to use the Service; no ownership or intellectual property rights are transferred.
2. Subscription & Access
- Subscription Plans: Access to the Service may require a paid subscription. Plan details, pricing, and features are available on the Service and may change from time to time.
- Payment Obligations: You agree to pay all subscription fees when due. If payment is not received, you will be responsible for all costs of collection, including reasonable attorneys’ fees.
- Suspension for Non-Payment: Vermile reserves the right to suspend or limit access to the Service if payments are more than 10 days overdue until all outstanding balances are paid in full.
- Automatic Renewal & Cancellation: Unless you cancel your subscription, it will automatically renew at the end of each billing period at the then-current subscription rate. You may cancel at any time, but cancellation will take effect at the end of the current billing period. You will not receive a refund or credit for partial periods. If we change subscription fees, we will provide advance notice before your next renewal. Continued use of the Service after the renewal date constitutes your agreement to the new fees.
- Trials: Vermile may offer a free or discounted trial of the Service for a limited period.
- Trials are for evaluation purposes only and may be subject to additional terms displayed at signup.
- Unless otherwise specified, trials automatically convert to a paid subscription at the end of the trial period unless you cancel before that date.
- Vermile reserves the right to modify, limit, or terminate trials at any time without notice.
- The Service during a trial is provided “as is” with no warranties or guarantees of performance.
3. Restrictions on Use
You may not:
- Copy, reproduce, or create derivative works of the Service.
- Decompile, reverse engineer, or attempt to access source code.
- Interfere with or disrupt the integrity or performance of the Service.
- Use the Service for unlawful, harmful, or fraudulent purposes.
- Share, rent, sublicense, or resell access to the Service unless expressly permitted.
- Upload malicious code, spam, or content that infringes third-party rights.
Penalty: Any violation of this section may result in:
- Immediate suspension or termination of your account without refund,
- Forfeiture of prepaid fees, and
- Liability for damages, fines, or legal fees arising from the violation.
4. User Accounts
- Each user must register with accurate and up-to-date information.
- You are responsible for maintaining the confidentiality of your login credentials.
- You agree to notify Vermile immediately of any unauthorized access or security breach.
Penalty: Misuse of account credentials (e.g., account sharing beyond agreed licenses) may result in:
- Additional license fees charged retroactively,
- Suspension of accounts until resolved, and
- Termination for repeated violations.
5. Service Availability
- Vermile will use commercially reasonable efforts to ensure the Service is available and operational.
- However, we do not guarantee uninterrupted or error-free service. Planned maintenance, upgrades, or outages may occur.
- We reserve the right to modify or discontinue features at any time.
No penalty liability applies to downtime unless otherwise covered under a separate SLA (Service Level Agreement).
6. Data & Content
- User Data: You retain ownership of any data or content you upload to the Service ("User Data").
- License to Vermile: You grant Vermile a limited license to host, process, and display User Data for the purpose of operating the Service.
- Backups: While Vermile takes reasonable measures to protect your data, you are responsible for maintaining independent backups.
- Data Deletion: Upon termination, Vermile may delete your User Data after 30 days.
Penalty Disclaimer: Vermile shall not be liable for data loss caused by your failure to maintain backups or comply with export timelines after termination.
7. Intellectual Property
- The Service, including all software, designs, logos, and documentation, is the property of Vermile, Corp. and its licensors.
- Except as expressly licensed herein, no rights are granted to you.
Penalty: Unauthorized use of Vermile’s intellectual property may result in:
- Immediate termination of your account,
- Legal action, including claims for damages, and
- Payment of attorney fees for enforcement.
8. Third-Party Services
The Service may integrate with third-party tools or services. You acknowledge and agree that:
- Vermile does not control, endorse, or guarantee the availability, functionality, or security of any third-party services,
- Your use of third-party services is subject to the applicable third-party terms and policies,
- Vermile is not responsible for any loss, damages, or liabilities arising from your use of third-party services, and
- Third-party services may be modified, suspended, or discontinued at any time without notice.
9. Term & Termination
- Term: This Agreement begins upon your first access to the Service and continues until terminated.
- Termination by You: You may cancel your subscription at any time; however, fees already paid are non-refundable.
- Termination by Vermile: We may suspend or terminate your account immediately if you:
- Breach this Agreement,
- Fail to pay subscription fees, or
- Engage in activities that harm Vermile or other users.
- Effect of Termination: Upon termination, your right to use the Service ceases immediately.
Penalties for Termination:
- Early termination of fixed-term contracts may result in the acceleration of unpaid fees for the remainder of the contract.
- Users are responsible for all outstanding balances plus late payment penalties.
10. Updates & Modifications
Vermile may update, enhance, or modify the Service at any time. Updates are subject to this Agreement.
11. Beta Features and Trials
From time to time, Vermile may offer access to new or experimental features, services, or trial versions of the Service (“Beta Features”). You acknowledge and agree that:
- Beta Features are provided “as is” and may contain bugs, errors, or other issues;
- Beta Features may be modified, suspended, or discontinued at any time without notice;
- Vermile makes no promises that Beta Features will become generally available or be supported; and
- Your use of Beta Features is at your own risk, and Vermile shall not be liable for any damages arising from such use.
12. Warranties Disclaimer
The Service is provided “as is” and “as available.” Vermile makes no warranties, express or implied, including merchantability, fitness for a particular purpose, or non-infringement.
13. Limitation of Liability
To the maximum extent permitted by law:
- Vermile shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption.
- Vermile’s total liability for any claim shall not exceed the greater of: (a) the amount you paid Vermile in the twelve (12) months preceding the claim, or (b) $100 USD.
Penalty Disclaimer: These limits apply even if penalties or damages are assessed for breach.
14. Indemnification
You agree to indemnify, defend, and hold harmless Vermile, Corp., its officers, employees, and affiliates from any claims, damages, or expenses (including attorneys’ fees and enforcement costs) arising from:
- Your use of the Service,
- Your violation of this Agreement, or
- Your infringement of third-party rights.
15. Privacy
Your use of the Service is subject to Vermile’s Privacy Policy, which explains how we collect, use, and protect your information. By using the Service, you consent to the practices described therein.
16. Export Compliance
You agree not to use or access the Service in violation of applicable export control laws or regulations.
17. Governing Law & Dispute Resolution
- This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles.
- Any disputes shall be resolved exclusively in the federal and state courts of the State of Delaware.
- You consent to the personal jurisdiction of such courts.
Penalty for Non-Compliance: If you initiate a claim in an improper venue, you shall reimburse Vermile for legal costs incurred in having the matter dismissed or transferred.
18. Entire Agreement
This Agreement, together with our Privacy Policy and any additional terms referenced herein, constitutes the entire agreement between you and Vermile, Corp. regarding your use of the Service and supersedes all prior agreements.
19. Changes to this Agreement
We may update this Agreement from time to time. If material changes are made, we will provide notice via email or within the Service. Continued use of the Service after such changes constitutes your acceptance.
20. Assignment / Waiver / Severability
- Assignment: Vermile may assign or transfer this Agreement, in whole or in part, without restriction. You may not assign or transfer this Agreement or any of your rights or obligations without Vermile’s prior written consent.
- Waiver: No failure or delay by Vermile in exercising any right or remedy under this Agreement shall constitute a waiver of such right or remedy.
- Severability: If any provision of this Agreement is found to be invalid or unenforceable under applicable law, the remaining provisions shall remain in full force and effect.
21. Contact Information
If you have questions or concerns about this Agreement, please contact:
Vermile, Corp.
Email: support@vermile.com
Address: 1111B South Governors Avenue Dover, DE 19904