Terms of Service
and License Agreement
January 17, 2017
Vera Security, Inc., doing business as Vera (“Vera”) will provide services (“Services”) to you (a “Licensed User”) subject to these Terms of Service (the “Agreement”). By authenticating your email, accessing or using the Services, downloading 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. The terms “you” and “your” refer to you, as a Licensed 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, constitutes the entire agreement between you and us.
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.
- Services and Software.
- License to Services and Software. Vera grants you, during the subscription term set forth in an Order (“Term”), a limited, personal, non-exclusive, non-transferable, worldwide right to access and use the Services and Software for your own internal use only, in accordance with any other terms contained in an Order and this Agreement, subject to termination in accordance with this Agreement. Any references to “Software” and “Services” include any upgrades or updates that may be provided to you.
- Restrictions on Use. You shall not, and you shall not 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 creating a competitive product; (iii) market, offer to sell, resell and/or sublicense the Services or act as a service bureau; (iv) use the Services in violation of Vera policies, applicable laws, ordinances or regulations, whether domestic or international; (v) transmit or post on the Services any material that contains software viruses or other harmful or deleterious computer code, files or programs; (vi) unless otherwise agreed, remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Services; or (vii) circumvent or disable any usage rules or other security features of the Services. You shall provide us with such cooperation related to any unauthorized use as we may reasonably request.
- Licensed User Account. You must register for and maintain a user account with us in order to use the Services and Software (“Account”). You are responsible for all activities that occur through your Account, and you agree to keep your user identification and password secure. You agree to notify us immediately of any unauthorized use of an Account or any other breach of security. If there is actual or suspected unauthorized use by anyone who obtains access to the Services or Software directly or indirectly through your Account(s), you will take all steps reasonably necessary to terminate the unauthorized use, and we may suspend the Account and your access to and use of the Services.
- Content. We do not claim ownership of any data or document owned or licensed by you, which is encrypted or processed using the Services (“Content”). You and you alone are responsible for the nature, quality and accuracy of your Content and you represent and warrant that that the content, use or transmission of your Content does not violate any applicable laws or the terms of this Agreement. We strongly recommend that you maintain appropriate backup copies of your Content.
- Rights to Content. We do not, directly or indirectly, have the ability to view your Content; however in order to perform the Services, we require certain rights. To that end, you grant us a non-exclusive, non-transferable, royalty free, right to transmit, process, disclose and display your Content during the Term, 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 understand that the Services enable you and you alone to assign and control access to your Content, and you alone may empower Licensed User(s) to share Content with others. We do not control or endorse any Content that you may make available using the Services.
- Professional Services.
If set forth in an Order, we may provide you with professional services to deploy, implement, configure and customize the Services within your environment (“Professional Services”). Professional Services reflect concepts and other intellectual property we have developed and used in the past, or that we may develop in the course of providing Professional Services to you (“Professional Services IP”). Professional Services are not considered a work made for hire, and we retain full right, title and interest to any Professional Services IP created in the course of our providing Professional Services for you. If applicable, and subject to the terms of this Agreement and an Order, we grant you, during the Term, a limited, personal, non-exclusive, non-transferable, worldwide right to access and use the Professional Services IP for the purposes contemplated.
- Consent to Electronic Communications; Solicitation.
By authenticating your email or registering an account with Vera, you understand that we may send you electronic 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. 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.
- Fees, Invoices and Payment.
All fees and payment terms are set forth in an Order. If payment is late, we may charge you a late fee of 1% per month, or the maximum amount permissible by law, or we may terminate your access to the Services. Unless we agree otherwise, fees for Services are due annually, in advance. All fees are non-cancellable, non-refundable, and exclusive of taxes. If applicable, you are responsible for the remittance of any taxes.
- Intellectual Property Rights.
We retain all right, title and interest including all related intellectual property rights, in and to the Services, Software, Professional Services IP, Feedback, and Additional Features and including any modifications or derivative works thereof. All rights not expressly granted by us are hereby reserved.
- Feedback and Collection of Information.
- Feedback; Additional Features. You may provide us with input, recommendations, comments and other feedback about the Services, or you may suggest and work with us to develop new additional features (“Feedback” and “Additional Features” respectively). In such an event, we shall own without limitation all Feedback and Additional Features, and neither shall be considered a work made for hire. If applicable, we grant you a non-exclusive, worldwide, royalty-free, license to use, copy, store, and transmit during the Term any Additional Features that may be developed, for the purposes contemplated hereunder.
- Collection of Information. We may collect information about your use of the Services for our own internal use, in order to improve our products and services.
- Open Source.
The Services include open source software components that are subject to open source licenses (“Open Source Software”). Your right to use such Open Source Software is subject to and governed by the terms and conditions of any applicable open source license (“Open Source License Terms”). In the event of a conflict between the terms of this Agreement and the Open Source License Terms, the Open Source License Terms shall control.
- Support; Services Updates and Modifications
If you are current with payment of Services fees, we will provide you with standard or premier technical support services, in accordance with the Order. Unless we agree otherwise, Support fees are due annually, in advance. We may add or remove functionality 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 are not liable to you for any such actions, except that in the event that we permanently discontinue the Services, we will provide you, as your sole and exclusive remedy, and our sole and exclusive liability, a refund of any amounts pre-paid by you for Services not rendered.
- WARRANTY DISCLAIMER.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND “WITH ALL FAULTS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERA AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
- LIMITATION OF LIABILITY.
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF US TO YOU. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THIS AGREEMENT, PLEASE CONSULT WITH AN ATTORNEY PRIOR TO ACCEPTING THIS AGREEMENT.THE MAXIMUM AGGREGATE LIABILITY OF US 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 BY YOU 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 EXPRESSLY DISCLAIMS LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION OR DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. WE ARE NOT RESPONSIBLE FOR DELAYS, INTERRUPTIONS SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OUTSIDE THE REASONABLE CONTROL OF VERA.
You will indemnify, defend and hold us and our respective directors, officers, employees, representatives, agents and contractors harmless from and against all third party claims, liabilities, damages, losses and expenses arising out of or in connection with (i) your Content, including but not limited to infringement of any intellectual property or other right of any person or entity; (ii) your breach of any U.S. law or regulation in connection with your use of the Services or Software, (iii) any grossly negligent or willful act or omission by you in connection with your use of the Services or Software. You agree not to settle any such matter without our prior written consent, which shall not be unreasonably withheld. We will notify you of any such claim, action or proceeding upon becoming aware of it.
- Termination. Vera may terminate this Agreement or any Order: (i) immediately upon notice to you if there is a material breach which is not capable of a cure (including your breach of Section 1(b) (Restrictions on Use)); (ii) if there is a material breach of this Agreement or an Order, if such breach is not cured within ten (10) days after notice is provided. We may immediately terminate this Agreement or an Order if you become or are declared insolvent, 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 creditors or enter or into an agreement for extension or readjustment of all or substantially all of your obligations. Failure to pay fees due shall be considered a material breach of this Agreement.
- Effect of Termination. Upon termination of this Agreement or any Order: (i) you shall immediately cease use of the Services; (ii) Confidential Information shall be returned or destroyed; and (iii) any outstanding fees shall immediately become due. The following Sections shall survive termination: 1(b), 2(a), 5, 6, 10, 11, 12, 13(b), 14, and 18.
- Confidential Information.
- Generally. “Confidential Information” means all confidential or proprietary information disclosed by one of us (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding such disclosure. Among other things, Confidential Information includes: software (including trade secrets embodied therein), Content, product road maps and pricing. Receiving Party agrees to protect Disclosing Party’s Confidential Information with at least a reasonable degree of care. We both agree to use Confidential Information only in connection with the Services and for the purposes contemplated herein. Confidential Information does not include information which the Receiving Party can document: (i) is or becomes publicly known through no wrongful act of the Receiving Party; (ii) is rightfully in Receiving Party’s possession or known to it prior to receiving the Confidential Information by Disclosing Party; (iii) was received from a third party without breach of any confidentiality obligation, or (iv) is independently developed by Receiving Party without access to the Confidential Information in question.
- Period of Protection, Return of Confidential Information. Confidential Information shall be protected for a period of 3 years following termination of the Agreement; trade secrets shall be protected indefinitely. At any time upon request and upon termination of the Agreement, Receiving Party shall return or destroy the Confidential Information.
- Court Order. In the event that Receiving Party is subject to any governmental or court order compelling disclosure of any Confidential Information, Receiving Party may disclose such information to the extent required, provided that, if legally permissible, Receiving Party shall notify Disclosing Party of such request prior to any disclosure.
We reserve the right to perform an audit during the Term, no more than once per calendar quarter, to confirm the total number of Licensed Users that are actually using the Services. If we discover that more people are using the Services than we’ve agreed in an Order, then we will invoice you for the applicable unpaid license and support fees, prorated through the expiration of the applicable Term.
- Use of Name.
We may publicly name you as our customer. Any further use of your name, logo, or trademark shall require your consent.
- U.S. Export.
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.
- Assignment. You may not assign your rights, duties, and obligations under this Agreement without our prior written consent, which consent will not be unreasonably withheld or delayed. We may freely assign this Agreement in full to a successor in interest of all or substantially all of our assets. Any assignment in violation of this section shall be void.
- Governing Law; Jurisdiction and Venue. 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. 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.
- 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 at the email address specified in your Account. Notices emailed to you will be deemed given and received when the email is sent. You may provide legal notices to us 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.
- Relationship of Parties. Both of us are independent contractors without authority to bind each other or to make any representations on behalf of the other. This Agreement does not create any partnership, joint venture, employment or agency relationship.
- Force Majeure. Neither of us 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.
- Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid by a court of competent jurisdiction, such provision shall be enforced to the maximum extent possible and 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, your right to use the Services or Software will immediately terminate.
- Waiver. The failure by either of us to enforce any provision of this Agreement does not waive that or any other provision of the Agreement. A waiver must be in writing signed by the waiving party in order to be effective.
- Entire Agreement. This Agreement reflects the complete and exclusive understanding of both of us. No conflicting terms contained in any purchase order or other similar preprinted document that you provide shall have any force and effect, even if signed by Vera.