Terms of Service
and License Agreement

 

June 30, 2015

Vera Security, Inc., doing business as Vera (“Vera”) will provide services (“Services”) to you (a “User”) subject to these Terms of Service (the “Agreement”). By authenticating your email, accessing or using any Vera Services, downloading any Vera software (“Software”), or by signing an agreement or submitting a purchase order or other purchase document in any form for the Services, including any transactions processed via our website (“Order”), you agree to comply with and be bound by this Agreement. This Agreement shall also supersede the terms printed on any other forms. The terms “you” and “your” refer to you, as a User of the Services and/or Software who accepts this Agreement on behalf of yourself, if an individual, or an organization/entity, and “we,” “us,” and “our” refer to Vera. If you are accepting this Agreement on behalf of an entity, you represent and warrant that you have the authority to do so. This Agreement, together with any Order, if applicable, constitutes the entire agreement between us and you. If you request any customized services, they shall be mutually agreed upon in a separate contract between us and you and signed by both parties.

We reserve the right to revise this Agreement from time to time. We will date and post the most current version of this Agreement at www.vera.com. Any changes will be effective upon posting the revised version of this Agreement. If in our sole discretion, we deem a revision to this Agreement to be material, we will notify you via the Services and/or by email to the email address associated with your account. It is your responsibility to keep your email contact information updated at all times, and to review the most recent version of this Agreement once you have been notified of the changes. By continuing to access or use the Services or Software after the effective date of any revision to this Agreement, you agree to be bound by the revised Agreement for your use of the Services and Software. If you are unwilling or unable to be bound by this Agreement, do not access or use the Services or Software, uninstall and remove the Software from your computer or other device, and delete any copy in your possession. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MUST NOT USE THE SERVICES.

  1. User Accounts.

(a)        You must register for, be approved for, and maintain an account with us to use the Services and Software. When registering, you and any authorized Users shall provide accurate and complete account information, and you shall keep the information current and updated. We may deny approval or withdraw approval for a User at any time in our sole discretion, with or without cause. You shall be responsible for all activities that occur through your account and must keep user identification and passwords secure. You agree to notify Vera immediately of any unauthorized use of a User account or any other breach of security. If there is actual or suspected unauthorized use by anyone who obtains access to the Services directly or indirectly through your account(s), (a) you will take all steps reasonably necessary to terminate the unauthorized use, and (b) Vera may suspend the account and your access to and use of the Services. You will cooperate and assist with any actions taken by Vera to prevent or terminate unauthorized use of the Services. Vera reserves the right, in its sole discretion, to deactivate, change and/or require you to change your account name and password for any reason or for no reason, and we may exercise such right at any time, with or without prior notice.

(b)        For approved Users, Vera grants to you a limited, worldwide, non-exclusive, non-transferable (except as may be expressly permitted in writing) right to access and use the Services in accordance with your Order or with permissions as designated by a User.

(c)        Note that if a third party establishes your account, that party has rights to your account and may: manage your account, reset your password, or suspend or cancel your account; view your account’s usage and profile data, including how and when your account is used; and read or store content in your account.

  1. Software.

(a)        You may be required to download and install Software to use in conjunction with the Services. In that event, Vera agrees to provide you with a limited, personal, non-exclusive, non-transferable, non-sublicensable license to use the Software in accordance to the terms of this Agreement. You may not use the Software for anything other than as intended by Vera in connection with your use of the Services and must comply with all applicable local, national, and international laws and regulations. You may not use the Software with any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by copyright laws. All rights not expressly granted by Vera are hereby reserved. You agree not to take any action to interfere with Vera’s ownership of or rights in the Software.

(b)        The terms of this Agreement will govern any upgrades provided by us that replace and/or supplement the original Software, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. You agree to abide by the rules and policies established from time to time by us, which may include, for example, required or automated updates, modifications, and/or reinstallations of the Software and obtaining available patches to address security, interoperability or performance issues. The Software is licensed, not sold, to you by us for use only under the terms and conditions of this Agreement.

  1. Consent to electronic communications and solicitation

By authenticating your email or registering with Vera, you understand that we may send you communications or data regarding the Services, including but not limited to: (a) notices about your use of the Services, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding Vera’s products and services, via electronic mail. We will give you the opportunity to opt out of receiving promotional electronic mail from us by following the opt out instructions provided in the message.

  1. Fees, Invoices and Payment.

If you have placed an Order for the Services, the Order shall specify the term of the agreement for Services, our fees for providing the Services, and the frequency of invoice or billing. You agree to make payment for all undisputed amounts as described in any Order. In the event of past due amounts, Vera may (a) discontinue access to the Services, (b) apply late payment fees of 1% per month, and (c) bill you for all costs of collection, including attorneys’ fees. Fees are non-refundable, except as expressly agreed to in writing by Vera. If applicable, you shall provide written instructions to us of any requirements for the issuance and submission of invoices through any electronic procurement tool.

  1. Content

(a)        Vera does not claim ownership of your content (“Content”) that is transmitted, stored or processed in your account(s).   Vera also does not control or endorse the Content that you make available using the Services. We provide functions that allow you to control who may access your Content, and you may enable the features that allow you to share the Content with others.

(b)        You hereby grant Vera and its contractors the right to transmit, use and disclose Content you use with the Services solely to the extent necessary to provide the Services or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), or as otherwise required by law. You represent and warrant that: (i) you have all the rights in the Content necessary for you to use the Services and to grant the rights in this section, and (ii) the use or transmission of the Content does violate any law or these Terms. You will: (x) be solely responsible for the nature, quality and accuracy of the Content, (y) ensure that the Content complies with this Agreement and any and all applicable laws, and regulations, and (z) maintain appropriate backup copies of the Content.

  1. Intellectual Property Rights; Feedback and Information Collection.

(a)        Vera shall retain all right, title, and interest in and to the Services and the Software, including all related intellectual property rights. The Services and Software are protected by applicable intellectual property laws, in the United States and internationally. No right, title or interest shall be implied. Notwithstanding anything to the contrary, upon User account termination or expiration, or termination of your Vera subscription, all rights and licenses provided to you under this Agreement shall terminate.

(b)        You acknowledge and agree that the source and object code of the Software and the format, directories, queries, algorithms, structure and organization of the Software are the intellectual property and proprietary and confidential information of Vera and its licensors. We reserve the right to change, suspend, terminate, remove, impose limits on the use of or access to, disable access to, or require the return of the Software or any copy thereof) at any time without notice and will have no liability for doing so.

(c)        If you provide feedback to Vera regarding the Services, Software or our website (“Feedback”), Vera shall be free to use the Feedback without restriction.

(d)        Vera may collect registration and other information about your use of the Services and the Software. You hereby grant us permission to use this information, as long as it is in a form that does not personally identify you, to improve our products, services or technologies.

  1. Third Party Software Applications.

(a)        All transactions using Vera’s Services are between the transacting parties only. Vera is not an agent of any transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third party content. Vera shall have no liability, obligation or responsibility for any transaction between you and any such third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party utilizing the Services.

(b)        The Services may utilize or include third party software that is subject to open source or other licenses. You acknowledge and agree that your right to use such open source or other licenses as part of the Software is subject to and governed by the terms and conditions of any applicable open source license or other license, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein (collectively, the “Third Party License Terms”). In the event of a conflict between the terms of this Agreement and the Third Party License Terms, the Third Party License Terms shall control.

(c)        You may be offered the opportunity to purchase/access the Services through third parties, or we may enable you to purchase and use third party software applications through the Services or may facilitate the use of third party applications. In all of these situations, you may be asked to accept terms and conditions at the time of purchase and/or access, and these terms shall be considered Third Party License Terms that govern your use and/or access to these applications. Vera exercises no control over the third party software applications, and we are not responsible for their performance. Vera will not be responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any third party software or applications. You are responsible for all fees charged by third parties to access the Services or for other services you require to use the Services. You are responsible for obtaining all software application licenses necessary for you to install them on or to use them in conjunction with the Services. If we believe that you do not have the necessary rights to use any software applications that you have installed on or are using in conjunction with the Services, we may suspend or terminate your access to the Services.

  1. Services Availability and Modifications; Support.

You are responsible for providing all equipment to access the Services. We may add or remove functionalities or features of the Services or Software, and we reserve the right to modify, update, interrupt, suspend or discontinue, temporarily or permanently, all or a part of the Services or Software without notice or liability. We will not be liable to you or to any third party for any such actions, except that if we permanently discontinue the Services we will provide you, as your sole and exclusive remedy, and our sole and exclusive liability, a prorated refund representing the unused portion of any Services fees that you have paid in advance. If you have a paid account and are current with payment of Services fees, Vera will provide you with its standard technical support services.

  1. Restrictions on Use

(a)        Users shall not, nor permit anyone else to: (i) modify, distribute, adapt, decompile, disassemble, reverse assemble, reverse engineer, prepare derivative works of, or attempt to decipher any code relating to the Services or Vera technology, (ii) use, evaluate, or view the Services for the purpose of designing, modifying, or otherwise creating any software program, or any portion thereof, that performs functions similar to the functions performed by the Services, or to compete with us (or assist a third party in doing so), (iii) knowingly access or use the Services in a manner that abuses or disrupts the Vera networks, security systems, user accounts or Services of Vera or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means, (iv) market, offer to sell and/or resell the Services unless authorized by Vera, (v) use the Services in violation of Vera policies, applicable laws, ordinances or regulations, (vi) use the Services to send unsolicited or unauthorized advertising, junk mail or spam; (vii) harvest, collect or gather information or data regarding other users without their consent, (viii) transmit through or upload on the Services any material that may infringe the intellectual property rights or rights of third parties, including trademark, copyright, data privacy or right of publicity; (ix) transmit or post on the Services any material that contains software viruses or other harmful or deleterious computer code, files or programs; (x) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Services, (xi) circumvent or disable any usage rules or other security features of the Services, or (xii) disclose, reproduce, summarize, distribute, or use the Services except as necessary to exercise the rights granted in this Agreement. Vera shall have sole and exclusive discretion to determine violations of these restrictions and may immediately suspend your account and access to the Services for violations of these restrictions.

(b)        You must immediately notify Vera in writing of any unauthorized use of: (i) any Content, (ii) any account, or (iii) the Services that comes to your attention. In the event of any such unauthorized use by any third party that obtained unauthorized access through you, you will take all steps necessary to terminate such unauthorized use. You will provide Vera with such cooperation and assistance related to any such unauthorized use as we may reasonably request.

  1. DISCLAIMER OF WARRANTIES.

VERA PROVIDES THE SERVICES AND THE SOFTWARE “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERA MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES AND SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

  1. LIMITATION OF LIABILITY.

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF US TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH AN ATTORNEY PRIOR TO ACCEPTING THIS AGREEMENT.

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES OR SOFTWARE, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION OF THIS AGREEMENT. THE MAXIMUM AGGREGATE LIABILITY OF VERA TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR SOFTWARE IS LIMITED TO THE GREATER OF THE AMOUNT PAID TO US UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR TEN DOLLARS ($10.00). VERA DISCLAIMS LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.

  1. Indemnification.

(a)        Vera will indemnify User and its respective directors, officers, employees, representatives, agents and contractors from and against all claims, liabilities, damages, losses and expenses (“Claims”) arising out of or in connection with (i) any grossly negligent or willful act or omission of Vera or our employees or agents, and/or (ii) any violation of any third parties’ intellectual property rights arising in whole or in part from the Services. The foregoing indemnification shall not apply to any Claims where any infringement, misappropriation, or violation of any third party intellectual property rights would not have occurred but for your modification of the Services or combination of the Services with any service or product not provided or approved by us.

(b)        User will indemnify Vera and its respective directors, officers, employees, representatives, agents and contractors from and against all Claims arising out of or in connection with (i) your access to or use of the Services or Software or any third party content/services, (ii) your breach of any law or regulation, (iii) any grossly negligent or willful act or omission by User, or (iv) the infringement by you of any intellectual property or other right of any person or entity. You agree not to settle any such matter without our prior written consent. You will notify us of any such claim, action or proceeding upon becoming aware of it.

  1. Relationship of Parties.

User and Vera are independent contractors without authority to bind each other or to make any representations on behalf of the other party. User and Vera shall not be deemed to be partners or co-venturers.

  1. Use of Name; Marketing Support.

Neither User nor Vera shall use the name(s), logo(s) trademark(s) or trade name(s) of the other in advertising, publicity releases or publicly distributed materials, including, without limitation, customer lists or links to any party’s website without that party’s prior written consent.

  1. U.S. Export Laws.

The Services and Software are subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply. These laws include restrictions on destinations, end users and end use. You are not permitted to transfer the Services or Software without U.S. government permission to anyone on U.S. government exclusion lists. You represent and warrant that you are not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.

  1. Force Majeure.

Neither User nor Vera will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond such party’s reasonable control.

  1. Assignability.

User may not assign its rights, duties, and obligations under this Agreement without Vera’s prior written consent, which consent will not be unreasonably withheld or delayed.

  1. Notices.

We may send you, in electronic form, information about the Services, additional information, and information the law requires us to provide.   We may provide required information to you by email at the address specified in your User account or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you do not consent to receive notices electronically, you must stop using the Services. You may provide legal notices to Vera via email to [email protected], with a duplicate copy sent via registered mail, return receipt requested, to the following address: Vera, Attn: Legal Department, 318 Cambridge Avenue, Palo Alto, CA 94306 USA.

  1. Governing Law; Jurisdiction and Venue.

(a)        This Agreement is governed by the laws of the State of California, without regard to conflicts of law principles. You consent to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, U.S.A. to resolve any dispute, claim or controversy that arises in connection with this Agreement, except as described below.

(b)        Notwithstanding the above, before initiating any legal action or any formal method of dispute resolution relating to a dispute in connection with this Agreement, User and Vera agree to work in good faith to resolve disputes and claims arising out of this Agreement. To this end, either party may request that each party, if an entity, designate an officer or other management employee with authority to bind such party to meet to resolve the dispute or claim. If the dispute is not resolved within thirty (30) days from the commencement of efforts under this subsection, either party may pursue formal dispute resolution or legal action.

(c)        The parties specifically exclude the Services and Software from the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

  1. Waiver.

The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of that party’s right to demand strict compliance in the future.

  1. No Third Party Beneficiaries.

Nothing in this Agreement shall be deemed or construed to create any third party beneficiaries or otherwise give any third party any claim or right of action against any party to this Agreement.

  1. Severability.

If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Services or Software under this Agreement is found to be illegal, unenforceable, or invalid, User’s right to use the Services or Software will immediately terminate.

  1. Termination.

Vera may terminate this Agreement or any Order for cause, as follows: for your failure to materially comply with the terms of this Agreement or an Order, provided such breach, if capable of being cured, is not cured within ten (10) days after written notice is provided to you; or in the event you become or are declared insolvent or bankrupt, are the subject of any proceedings relating to liquidation, insolvency, or for the appointment of a receiver or similar officer, make an assignment for the benefit of all or substantially all of your creditors or enter into an agreement for extension or readjustment of all or substantially all of your obligations.

Upon termination or expiration of this Agreement or any Order, any and all payment liabilities described in any Order accrued prior to the effective date of the termination will survive. The following sections shall also survive termination of this Agreement: 3, 4, 6 through 13, and 19 through 22.