These Terms of Service (“Terms”) are entered into between NetSky AI, Inc., d/b/a
Veltrix (“NetSky,” “Veltrix,” “Company,” “us,” “we,” or “our”) and Customer, and
governs users’ access to and use of the Veltrix product, and any products, tools,
websites, and platforms associated with the product or NetSky, that leverages
artificial intelligence technology for financial analyses, data ingestion
through third-party platform integrations, and data visualization purposes
(collectively, the “Services”).
By accepting these Terms, including by accessing, browsing, or otherwise using the
Services, including any products, websites, and platforms associated with the
Services, you agree to the Terms, and any other applicable policies applicable to
your use of the Services, including the Privacy Policy, together with any exhibits,
addenda and any associated or accompanying ordering document or online order
that is entered into between you and Veltrix (“Order”) (collectively, “Agreement”),
either on behalf of the entity for which you are acting (such as an employer) or, in
the case of personal use of the Services where authorized, on behalf of yourself
(“you,” “Customer”). You represent and warrant that you have full legal authority to
bind Customer to this Agreement and confirm Customer’s agreement to be party
to this binding contract. If you do not have the authority to bind Customer or do
not agree with the Terms, you (and Customer) are not authorized to access or use
the Services. If you are accessing the Services on behalf of a Customer that is not
yourself, your access is also subject to any additional agreement between Veltrix
and that Customer, if applicable.
The Services are offered and available to users who are 18 years of age or older
and reside in the United States or any of its territories or possessions. By accessing
or using the Services, you represent and warrant that you are of legal age to form
a binding contract with the Company and meet all of the foregoing eligibility
requirements. If you do not meet all of these requirements, you must not access or
use the Services.
Veltrix (“NetSky,” “Veltrix,” “Company,” “us,” “we,” or “our”) and Customer, and
governs users’ access to and use of the Veltrix product, and any products, tools,
websites, and platforms associated with the product or NetSky, that leverages
artificial intelligence technology for financial analyses, data ingestion
through third-party platform integrations, and data visualization purposes
(collectively, the “Services”).
By accepting these Terms, including by accessing, browsing, or otherwise using the
Services, including any products, websites, and platforms associated with the
Services, you agree to the Terms, and any other applicable policies applicable to
your use of the Services, including the Privacy Policy, together with any exhibits,
addenda and any associated or accompanying ordering document or online order
that is entered into between you and Veltrix (“Order”) (collectively, “Agreement”),
either on behalf of the entity for which you are acting (such as an employer) or, in
the case of personal use of the Services where authorized, on behalf of yourself
(“you,” “Customer”). You represent and warrant that you have full legal authority to
bind Customer to this Agreement and confirm Customer’s agreement to be party
to this binding contract. If you do not have the authority to bind Customer or do
not agree with the Terms, you (and Customer) are not authorized to access or use
the Services. If you are accessing the Services on behalf of a Customer that is not
yourself, your access is also subject to any additional agreement between Veltrix
and that Customer, if applicable.
The Services are offered and available to users who are 18 years of age or older
and reside in the United States or any of its territories or possessions. By accessing
or using the Services, you represent and warrant that you are of legal age to form
a binding contract with the Company and meet all of the foregoing eligibility
requirements. If you do not meet all of these requirements, you must not access or
use the Services.
1. Veltrix Obligations.
1.1. Access to Veltrix Services. Subject to these Terms, Veltrix hereby grants
Customer a limited, non-exclusive, non-transferable (subject to Section 9.5), non-
sublicensable right, during the subscription term length set forth in the applicable
Order or, with respect to early access features, the evaluation period set forth by
Veltrix (“Order Term”), which, in the case of business use as authorized on an
applicable Order form, extends to employees, contractors, and other persons
associated with the Customer or its Affiliates (defined hereinafter), if any, who
access or use the Services through the Customer’s account (“Authorized Users”),
the allowable number of which is limited by an applicable Order form, to access
and use the Services in connection with Customer’s own business purposes.
An Affiliate means, with respect to any entity, any other entity that, directly or
indirectly through one or more intermediaries, controls, is controlled by, or under
common control with such entity. As used in this definition, “control” (including,
with correlative meanings, “controlled by” or “under common control with”) means
the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of such entity, whether through ownership of
voting securities, by contract or otherwise.
Notwithstanding the foregoing, Customer's access to and use of any Beta Features
made available through the Beta Services Program will be subject to the additional
terms and conditions set forth in Section 2.10, which will govern to the extent of
any conflict with this Section 1.1.
1.2. Security. Veltrix will maintain reasonable technical and organizational
measures designed to (a) protect the Services and any applications and materials
that are developed by Customer or its Authorized Users on the Services, uploaded
to the Services, or received by the Services through authorized third-party platform
Integrations by Customer or its Authorized Users (“Customer Content”) against
accidental or unlawful loss, access, or disclosure, (b) identify reasonably
foreseeable and internal risks to security and unauthorized access, and (c)
minimize security risks, including through regular risk assessments and testing
Customer a limited, non-exclusive, non-transferable (subject to Section 9.5), non-
sublicensable right, during the subscription term length set forth in the applicable
Order or, with respect to early access features, the evaluation period set forth by
Veltrix (“Order Term”), which, in the case of business use as authorized on an
applicable Order form, extends to employees, contractors, and other persons
associated with the Customer or its Affiliates (defined hereinafter), if any, who
access or use the Services through the Customer’s account (“Authorized Users”),
the allowable number of which is limited by an applicable Order form, to access
and use the Services in connection with Customer’s own business purposes.
An Affiliate means, with respect to any entity, any other entity that, directly or
indirectly through one or more intermediaries, controls, is controlled by, or under
common control with such entity. As used in this definition, “control” (including,
with correlative meanings, “controlled by” or “under common control with”) means
the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of such entity, whether through ownership of
voting securities, by contract or otherwise.
Notwithstanding the foregoing, Customer's access to and use of any Beta Features
made available through the Beta Services Program will be subject to the additional
terms and conditions set forth in Section 2.10, which will govern to the extent of
any conflict with this Section 1.1.
1.2. Security. Veltrix will maintain reasonable technical and organizational
measures designed to (a) protect the Services and any applications and materials
that are developed by Customer or its Authorized Users on the Services, uploaded
to the Services, or received by the Services through authorized third-party platform
Integrations by Customer or its Authorized Users (“Customer Content”) against
accidental or unlawful loss, access, or disclosure, (b) identify reasonably
foreseeable and internal risks to security and unauthorized access, and (c)
minimize security risks, including through regular risk assessments and testing
2. Service Terms.
2.1. Use Restrictions. Except as otherwise expressly authorized in these Terms,
Customer will not, and will not encourage or assist third parties to: (i) reverse
engineer, decompile, disassemble, or otherwise attempt to discover the source
code, object code, or underlying structure, ideas, know-how, or algorithms relevant
to the Services (except to the extent such a restriction is impermissible under
applicable law); (ii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or
otherwise allow others to access or use the Services; (iii) copy, modify, create
derivative works of, or remove proprietary notices from the Services; or (iv) use the
Services for personal or other non-commercial purposes beyond the scope of the
license granted.
2.2. Conduct Restrictions. While using the Services, you may not:
(a) Damage, disable, override, interfere with, or circumvent any aspect of the
Services (including any safety, integrity, or privacy filters, instructions, controls,
safeguards, or other mechanisms offered by, as part of, or with the Services);
(b) Interfere with the Services operation (e.g., by exceeding or trying to exceed load
specifications or by using the Services to generate synthetic data) or anyone else’s
use of the Services;
(c) Test, penetrate, or scan the Services for security vulnerabilities or limitations;
(d) Impersonate anyone or misrepresent your connection with any person or
entity;
(e) Use the Services to compete with Veltrix, or copy any ideas, features, functions,
or graphics of the Services;
(f) Distribute any unwanted communication (e.g., using the Services to send spam);
(g) Access or use the Services in a manner intended to avoid incurring fees owed
(e.g. by repeatedly transferring a seat to and from the same user(s) to avoid paying
for the appropriate number of seats needed, or by sharing account credentials –
each user account is personal to the user to which it is issued);
(h) Scrape, data mine, or access the Services, or content (including third party
content made available through Veltrix) programmatically;
(i) Use a third party’s content without their permission (e.g., use stolen content);
(j) Deceive or mislead any person, including by indication, that any AI output was
solely human generated or modify, tamper with, remove, obscure, or otherwise
alter any metadata, digital signatures, or watermarks that identify AI output as
generated using a generative artificial intelligence model;
(k) Use the Services in a way that causes, or is intended to cause, bias, harm, or
discrimination against an individual or to make solely automated decisions about
individuals which could have a legal or similarly significant effect; or
(l) act in bad faith.
2.3. Account Management and Customer Data.
(a) As part of the registration process for business use of the Services, and if
consistent with an applicable Order form, Customer will appoint one or more
administrative users for Customer’s Veltrix account. Each administrative user has
the authority to manage Customer’s Veltrix account, add or remove Authorized
Users, approve purchases, and otherwise act on behalf of Customer for purposes
relating to the Services and these Terms
(b) Customer may enable Authorized Users to access and use the Services in
accordance with any user manuals, handbooks, and guides relating to the Services
(“Documentation”) provided by Veltrix to the Customer and any limitations
contained in these Terms or otherwise provided to Customer by Veltrix. Each
Authorized User’s account is personal to the Authorized User to which it is issued.
Account credentials may not be shared or used by anyone other than the
individual to whom they were provisioned. Customer is responsible for its
Authorized Users’ compliance with these Terms, and all activities of its Authorized
Users. We reserve the right to withdraw or amend the Services, and
Documentation and related products, websites, and platforms associated with the
Services, in our sole discretion without notice. We will not be liable if for any reason
all or any part of the Services is unavailable at any time or for any period. From
time to time, we may restrict access to some parts of the Service, or the entire
Service, to Customer and any users, including registered users.
(c) Customer is responsible for providing accurate and complete account
information and maintaining the accuracy and completeness of such information.
Customer is responsible for maintaining control over its Authorized Users’
accounts, including the confidentiality of usernames and passwords. Veltrix
supports login using two-factor authentication (“2FA”), which is known to reduce
the risk of unauthorized use of or access to secured platforms, such as the
Services. Veltrix will not be responsible for any damages, losses, or liability to
Customer, Authorized Users, or anyone else if any event leading to such damages,
losses, or liability would have been prevented by the use of 2FA.
(d) Customer also understands that it is responsible for which Authorized Users
have access to Customer Content, personal information, financial data, and any
other information uploaded by Customer or received by the Services through
authorized third-party platform Integrations (“Customer Data”) or access to
Customer’s account(s) and Customer is responsible for ensuring that only
sanctioned individuals have access to the Customer Data in any of Customer’s
accounts, which may include Customer Data that is otherwise outside of the user’s
access rights. Customer acknowledges that data received through Integrations
may include personal information, financial records, customer and contact data,
and other sensitive business information belonging to Customer or third parties,
and Customer is solely responsible for ensuring that appropriate access controls
are in place.
2.4 Customer Content. Customer authorizes Veltrix and its service providers
(including third-party artificial intelligence and machine learning service providers)
to use Customer Content for the purpose of providing the Services and performing
the activities contemplated by these Terms (such as maintaining, securing,
debugging, and otherwise performing quality control of the Services). For the
avoidance of doubt, Customer Content includes data received through authorized
third-party platform Integrations, and Customer's authorization under this Section
extends to the processing, ingestion, normalization, analysis, and use of such data
by the Services, including through artificial intelligence and machine learning
technologies (including both Veltrix’s own and third-party AI systems), for the
purpose of delivering and improving the Services.
2.5. Feedback. Customer may voluntarily provide Veltrix feedback, comments, or
suggestions concerning the Services (collectively, “Feedback”). To the extent
Customer provides Feedback, Customer hereby grants Veltrix a royalty-free,
worldwide, irrevocable, perpetual license to use, disclose, reproduce, license,
distribute, and exploit any Feedback, without restriction or obligation of any kind,
including with respect to confidential information or intellectual property rights, to
maintain, improve, develop, and enhance Veltrix’s products and services.
2.6. Usage Data. Veltrix will have the right to collect and analyze data and other
information relating to the access, use, and performance of the Services (“Usage
Data”) and Veltrix will be free (during and after the Order Term) to use Usage Data
in de-identified and aggregated form to maintain, improve, and enhance Veltrix’s
products or services. Examples of Usage Data include technical logs, metadata,
telemetry data, and usage information about Customer Content. The terms of this
Section 2.6 may be supplemented with respect to Beta Program participation
through a Beta Services Program Agreement.
2.7. Reservation of Rights. As between the parties, Veltrix owns all right, title, and
interest in the Services, Documentation, and any contents, features, and
functionality related to the Services, including any text, images, recommendations,
predictions, analysis, or other content generated, created, or returned by any
artificial intelligence technologies, including systems, software, or processes that
perform tasks or make decisions or predictions using machine learning, deep
learning, natural language processing, or other forms of algorithmic or automated
data analysis, as part of the Services (“AI Output”) generated as part of the
Services, and Customer owns all right, title, and interest in the Customer Content.
Except as expressly set forth in this Agreement, each party retains all right, title,
and interest in and to its intellectual property rights. All rights not expressly
granted are reserved, and no license, covenant, immunity, transfer, authorization,
or other right will be implied, by reason of statute, estoppel, or otherwise, under
this Agreement. If you print, copy, modify, download, or otherwise use or provide
any other person with access to any part of the Services in breach of these Terms,
your right to use the Services will stop immediately and you must, at our option,
return or destroy any copies of the materials you have made. No right, title, or
interest in or to the Services or any content on the Services is transferred to you,
and all rights not expressly granted are reserved by Veltrix. Any use of the Services
not expressly permitted by these Terms is a breach of these Terms and may violate
copyright, trademark, and other laws.
2.8. Reliance on Services. Customer acknowledges and agrees that:
(a) The information presented through the Services, including any AI Output,
dashboards, analytics, and conventional outputs, is made available solely for
general information purposes and does not constitute financial, accounting, tax,
investment, legal, or other professional advice. Customer must not rely on any
such information, including AI Output, as the sole basis for business, operational,
compliance, personal, and/or other decisions and should independently verify any
results and/or consult qualified professionals. Veltrix is not a registered investment
adviser, broker-dealer, tax advisor, certified public accountant, or licensed financial
professional, and nothing in the Services should be construed as creating a
fiduciary, advisory, or professional relationship between Veltrix and Customer.
(b) Customer acknowledges that data received through third-party platform
Integrations is ingested and processed through automated means, including
artificial intelligence technologies, and that such processing may introduce errors,
omissions, or inaccuracies, including but not limited to incorrect numerical values,
duplicated entries, omitted data, or misclassified transactions. Veltrix does not
independently verify the accuracy or completeness of data received through
Integrations and makes no representation or warranty regarding the accuracy,
completeness, or reliability of such data or any AI Output derived therefrom.
Customer is solely responsible for reviewing, verifying, and validating all data and
AI Output generated by the Services before relying on or acting upon such
information. We disclaim all liability and responsibility arising from any reliance
placed on such materials by the Customer, or by anyone who may be informed of
any of its contents.
2.9. Third-Party Platform Integrations. The Services may allow Customer to
connect third-party platforms and applications through application programming
interfaces ("APIs") or similar connection methods (each, an "Integration"). Available
Integrations may include, without limitation, accounting and financial
management platforms, project management tools, point-of-sale systems,
customer relationship management platforms, analytics tools, and other business
software applications. Customer acknowledges and agrees that:
(a) By authorizing an Integration, Customer directs the Services to access and
retrieve data from the connected third-party platform. The types and volume of
data collected will depend on the permissions granted and the capabilities of the
applicable third-party platform.
(b) Customer is solely responsible for reviewing and understanding the terms of
service, privacy policies, and other agreements governing Customer's use of any
third-party platform prior to authorizing an Integration. Veltrix is not a party to,
and has no responsibility or liability under, any agreement between Customer and
a third-party platform provider.
(c) Customer represents and warrants that it has all necessary rights, permissions,
licenses, and authority to authorize the Integration(s), to share and transmit data
from the third-party platform to the Services, and that doing so does not violate
any agreement between Customer and the applicable third-party platform
provider, or any applicable law or regulation.
(d) Veltrix does not control, endorse, or assume any responsibility for the
availability, accuracy, security, or functionality of any third-party platform. Third-
party platforms may modify, restrict, or discontinue their APIs or services at any
time without notice to Veltrix, and Veltrix shall have no liability for any interruption,
degradation, or loss of functionality of the Services resulting from changes to a
third-party platform.
(e) Customer may disconnect an Integration at any time through Customer’s
account settings. Disconnecting an Integration will stop the collection of new data
from the applicable third-party platform on a going-forward basis. However, data
that has already been collected and ingested into the Services, including data
reflected in dashboards, chat histories, and AI-generated outputs, will not be
automatically deleted upon disconnection. Customer must separately delete such
data through the Services or submit a deletion request in accordance with the
Privacy Policy.
(f) Beta Integrations. Where a third-party platform Integration is designated as a
Beta Feature or is otherwise made available as part of the Beta Services Program,
such Integration constitutes a "Beta Integration" and is subject to the additional
terms and conditions set forth in Section 2.10(j), in addition to this Section 2.9. In
the event of any conflict between this Section 2.9 and Section 2.10 with respect to a
Beta Integration, Section 2.10 will control. Customer acknowledges that Beta
Integrations may involve experimental APIs, untested data mappings, or
preliminary data normalization processes, and that the risks associated with Beta
Integrations may exceed those applicable to generally available Integrations as
described in this Section 2.9.
2.10. Beta Services Program.
(a) Description. Veltrix may, from time to time, make available to Customer certain
features, functionalities, tools, Integrations, or other components of the Services
that are designated as beta, pilot, preview, experimental, early access, or similarly
labeled offerings ("Beta Features"). Customer may opt into and participate in the
use of Beta Features by affirmatively accessing or using any such Beta Feature
within the Services (the "Beta Services Program"). Beta Features offered through
the Beta Services Program are distinct from the generally available Services and
may include features that are still under active development, testing, or evaluation.
(b) Informed Consent and Acknowledgment of Risk. By accessing or using any
Beta Feature, Customer acknowledges and agrees that:
(i) Beta Features may not
be complete, fully tested, or production-ready, and may contain bugs, errors,
defects, or inaccuracies that could affect performance, data integrity, or reliability;
(ii) Beta Features may not perform at the same level of accuracy, availability,
security, or functionality as generally available components of the Services; (iii)
Beta Features may be modified, suspended, deprecated, or discontinued by Veltrix
at any time, with or without notice, and Veltrix shall have no obligation to release a
generally available version of any Beta Feature; (iv) Customer's decision to access
and use any Beta Feature is voluntary and made with full knowledge of the
foregoing risks; and (v) Customer is solely responsible for evaluating the suitability
of any Beta Feature for its intended use and for independently verifying all results,
outputs, and data generated by or through any Beta Feature, including any AI
Output derived therefrom.
(c) Compensation for Participation. In Veltrix's sole discretion, Customer may be
eligible to receive compensation in connection with its participation in the Beta
Services Program ("Beta Compensation"). The form, amount, conditions, and
timing of any Beta Compensation will be determined by Veltrix in its sole discretion
and communicated to Customer in an applicable Beta Program Services
Agreement, and/or any associated Order Form, between the parties. Beta
Compensation may include, without limitation, service credits, fee discounts, direct
payments, or other forms of consideration as Veltrix may determine. Eligibility for
and continued receipt of Beta Compensation is contingent upon Customer's active
use of the applicable Beta Features and compliance with the Feedback obligations
set forth in Section 2.10(f). Veltrix reserves the right to modify, suspend, or
discontinue any Beta Compensation at any time upon written notice to Customer.
For the avoidance of doubt, Customer has no entitlement to receive Beta
Compensation unless and until Veltrix and customer have executed a Beta
Program Services Agreement with associated Order Form, and participation in the
Beta Services Program does not, by itself, guarantee any compensation.
(d) Scope of License. Customer's right to access and use Beta Features is subject
to the same license terms, use restrictions, and conduct restrictions set forth in
Sections 1.1, 2.1, and 2.2 of these Terms, as well as any additional limitations,
conditions, or usage parameters specified in the applicable Order or
communicated by Veltrix in writing. Veltrix may impose usage caps, feature
limitations, user restrictions, or other constraints on the Beta Services Program
that differ from those applicable to the generally available Services.
(e) Data and Customer Content. Customer Content submitted to or generated
through the use of Beta Features will be treated as Customer Content under
Section 2.4 of these Terms. Customer acknowledges that Beta Features may
process Customer Content in ways that differ from the generally available Services,
and that such processing may carry additional risks of data loss, corruption, or
inaccuracy. Veltrix will use commercially reasonable efforts to maintain the security
of Customer Content processed through the Beta Services Program in accordance
with Section 1.2, but Customer acknowledges that the protections available for
Beta Features may differ from those applicable to the generally available Services.
(f) Feedback on Beta Features. As a condition of participation in the Beta Services
Program, and as a condition of eligibility for any Beta Compensation, Customer
agrees to provide reasonable Feedback to Veltrix regarding its experience with the
Beta Features, including reports of bugs, errors, usability issues, and suggestions
for improvement. All such Feedback will be subject to Section 2.5 of these Terms,
and Veltrix will have the unrestricted right to use such Feedback to develop,
improve, and enhance its products and services without obligation to Customer.
(g) Disclaimer of Warranties for Beta Features. WITHOUT LIMITING THE
GENERALITY OF SECTION 5.2, CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL BETA FEATURES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VELTRIX MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO BETA FEATURES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR UNINTERRUPTED AVAILABILITY.
CUSTOMER ASSUMES ALL RISK ARISING FROM ITS USE OF BETA FEATURES AND
ACKNOWLEDGES THAT VELTRIX'S WILLINGNESS TO OFFER THE BETA SERVICES
PROGRAM IS CONDITIONED UPON THIS ASSUMPTION OF RISK.
(h) Limitation of Liability for Beta Features. Without limiting the generality of
Section 7, Veltrix's total aggregate liability for any and all claims arising out of or
relating to the Beta Services Program or any Beta Feature, whether in contract, tort
(including negligence), strict liability, or any other legal theory, will not exceed the
total amount of Beta Compensation actually paid or credited to Customer for the
applicable Beta Feature during the twelve-month period immediately preceding
the date on which the claim arose, or one thousand dollars ($1,000), whichever is
greater. IN NO EVENT WILL VELTRIX OR ANY VELTRIX REPRESENTATIVES BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES ARISING OUT OF OR RELATING TO CUSTOMER'S USE OF OR INABILITY
TO USE ANY BETA FEATURE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS,
DATA, OR USE, DATA INACCURACIES OR ERRORS, OR LOSSES RESULTING FROM
RELIANCE ON BETA FEATURES OR AI OUTPUT WITHOUT INDEPENDENT
VERIFICATION.
(i) Termination and Opt-Out. Customer may opt out of any Beta Feature at any
time by ceasing to use such Beta Feature. In addition to the termination rights set
forth in Section 8, Veltrix may terminate or suspend Customer's access to any or all
Beta Features, or discontinue the Beta Services Program in whole or in part, at any
time and for any reason upon thirty (30) days' written notice to Customer. Upon
termination or discontinuation of a Beta Feature or the Beta Services Program,
Veltrix's obligation to provide any Beta Compensation will cease as of the effective
date of such termination or discontinuation, and Customer will have no further
entitlement to Beta Compensation with respect to the terminated Beta Feature.
For the avoidance of doubt, any Beta Compensation earned by Customer prior to
the effective date of termination will remain payable in accordance with the terms
communicated by Veltrix.
(j) Beta Integrations. Where a Beta Feature includes or involves a third-party
platform Integration (a "Beta Integration"), the following additional terms will
apply:
(i) Beta Integrations are subject to both Section 2.9 (Third-Party Platform
Integrations) and this Section 2.10. In the event of any conflict between
Section 2.9 and this Section 2.10 with respect to a Beta Integration, this
Section 2.10 will control.
(ii) Customer acknowledges that a Beta Integration may access, retrieve,
ingest, or process data from a connected third-party platform in ways that
differ materially from a generally available Integration, including through
experimental APIs, untested data mappings, or preliminary data
normalization processes. Data received through a Beta Integration may
carry additional risks of error, incompleteness, duplication, misclassification,
corruption, or loss beyond those disclosed in Section 2.8(b) with respect to
generally available Integrations.
(iii) Customer's representations and warranties under Section 5.1(e) apply to
Beta Integrations.
(iv) Notwithstanding the data security acknowledgment in Section 2.10(e),
Veltrix will maintain data security protections for personal information of
third parties ingested through a Beta Integration that are no less protective
than the standards applicable to Customer Content under Section 1.2,
including with respect to technical and organizational measures designed to
protect against accidental or unlawful loss, access, or disclosure.
(v) Upon Customer's disconnection of a Beta Integration or discontinuation
of a Beta Feature involving a Beta Integration, Section 2.9(e) will apply to
data already collected and ingested through the Beta Integration. In
addition, Veltrix will, upon Customer's written request, use commercially
reasonable efforts to identify and delete any derivative data, interim
outputs, or processing artifacts generated solely through the Beta
Integration that would not have been created through a generally available
Integration, subject to Veltrix's right to retain de-identified and aggregated
Usage Data in accordance with Section 2.6.
(vi) Prior to Customer's initial authorization of a Beta Integration, Veltrix will
present Customer with a confirmation prompt or other reasonable
mechanism requiring Customer to affirmatively acknowledge that (A) the
Beta Integration is subject to the additional terms and conditions of this
Section 2.10(j), (B) the Beta Integration may access, retrieve, ingest, or
process data from a connected third-party platform in ways that differ
materially from a generally available Integration, and (C) Customer has
reviewed and accepted the risk disclosures set forth in Section 2.10(b) as
they relate to the Beta Integration. Customer's affirmative acknowledgment
pursuant to this Section 2.10(j)(vi) will be logged by Veltrix and will constitute
evidence of Customer's informed consent to the terms of this Section 2.10
with respect to the applicable Beta Integration. For the avoidance of doubt,
the opt-in mechanism described in Section 2.10(a) will not, by itself,
constitute sufficient authorization for a Beta Integration; the additional
acknowledgment required by this Section 2.10(j)(vi) must be obtained prior
to activation of any Beta Integration.
(k) Survival. The disclaimers, limitations of liability, and Customer
acknowledgments set forth in this Section 2.10 will survive any expiration or
termination of this Agreement or any applicable Order.
Customer will not, and will not encourage or assist third parties to: (i) reverse
engineer, decompile, disassemble, or otherwise attempt to discover the source
code, object code, or underlying structure, ideas, know-how, or algorithms relevant
to the Services (except to the extent such a restriction is impermissible under
applicable law); (ii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or
otherwise allow others to access or use the Services; (iii) copy, modify, create
derivative works of, or remove proprietary notices from the Services; or (iv) use the
Services for personal or other non-commercial purposes beyond the scope of the
license granted.
2.2. Conduct Restrictions. While using the Services, you may not:
(a) Damage, disable, override, interfere with, or circumvent any aspect of the
Services (including any safety, integrity, or privacy filters, instructions, controls,
safeguards, or other mechanisms offered by, as part of, or with the Services);
(b) Interfere with the Services operation (e.g., by exceeding or trying to exceed load
specifications or by using the Services to generate synthetic data) or anyone else’s
use of the Services;
(c) Test, penetrate, or scan the Services for security vulnerabilities or limitations;
(d) Impersonate anyone or misrepresent your connection with any person or
entity;
(e) Use the Services to compete with Veltrix, or copy any ideas, features, functions,
or graphics of the Services;
(f) Distribute any unwanted communication (e.g., using the Services to send spam);
(g) Access or use the Services in a manner intended to avoid incurring fees owed
(e.g. by repeatedly transferring a seat to and from the same user(s) to avoid paying
for the appropriate number of seats needed, or by sharing account credentials –
each user account is personal to the user to which it is issued);
(h) Scrape, data mine, or access the Services, or content (including third party
content made available through Veltrix) programmatically;
(i) Use a third party’s content without their permission (e.g., use stolen content);
(j) Deceive or mislead any person, including by indication, that any AI output was
solely human generated or modify, tamper with, remove, obscure, or otherwise
alter any metadata, digital signatures, or watermarks that identify AI output as
generated using a generative artificial intelligence model;
(k) Use the Services in a way that causes, or is intended to cause, bias, harm, or
discrimination against an individual or to make solely automated decisions about
individuals which could have a legal or similarly significant effect; or
(l) act in bad faith.
2.3. Account Management and Customer Data.
(a) As part of the registration process for business use of the Services, and if
consistent with an applicable Order form, Customer will appoint one or more
administrative users for Customer’s Veltrix account. Each administrative user has
the authority to manage Customer’s Veltrix account, add or remove Authorized
Users, approve purchases, and otherwise act on behalf of Customer for purposes
relating to the Services and these Terms
(b) Customer may enable Authorized Users to access and use the Services in
accordance with any user manuals, handbooks, and guides relating to the Services
(“Documentation”) provided by Veltrix to the Customer and any limitations
contained in these Terms or otherwise provided to Customer by Veltrix. Each
Authorized User’s account is personal to the Authorized User to which it is issued.
Account credentials may not be shared or used by anyone other than the
individual to whom they were provisioned. Customer is responsible for its
Authorized Users’ compliance with these Terms, and all activities of its Authorized
Users. We reserve the right to withdraw or amend the Services, and
Documentation and related products, websites, and platforms associated with the
Services, in our sole discretion without notice. We will not be liable if for any reason
all or any part of the Services is unavailable at any time or for any period. From
time to time, we may restrict access to some parts of the Service, or the entire
Service, to Customer and any users, including registered users.
(c) Customer is responsible for providing accurate and complete account
information and maintaining the accuracy and completeness of such information.
Customer is responsible for maintaining control over its Authorized Users’
accounts, including the confidentiality of usernames and passwords. Veltrix
supports login using two-factor authentication (“2FA”), which is known to reduce
the risk of unauthorized use of or access to secured platforms, such as the
Services. Veltrix will not be responsible for any damages, losses, or liability to
Customer, Authorized Users, or anyone else if any event leading to such damages,
losses, or liability would have been prevented by the use of 2FA.
(d) Customer also understands that it is responsible for which Authorized Users
have access to Customer Content, personal information, financial data, and any
other information uploaded by Customer or received by the Services through
authorized third-party platform Integrations (“Customer Data”) or access to
Customer’s account(s) and Customer is responsible for ensuring that only
sanctioned individuals have access to the Customer Data in any of Customer’s
accounts, which may include Customer Data that is otherwise outside of the user’s
access rights. Customer acknowledges that data received through Integrations
may include personal information, financial records, customer and contact data,
and other sensitive business information belonging to Customer or third parties,
and Customer is solely responsible for ensuring that appropriate access controls
are in place.
2.4 Customer Content. Customer authorizes Veltrix and its service providers
(including third-party artificial intelligence and machine learning service providers)
to use Customer Content for the purpose of providing the Services and performing
the activities contemplated by these Terms (such as maintaining, securing,
debugging, and otherwise performing quality control of the Services). For the
avoidance of doubt, Customer Content includes data received through authorized
third-party platform Integrations, and Customer's authorization under this Section
extends to the processing, ingestion, normalization, analysis, and use of such data
by the Services, including through artificial intelligence and machine learning
technologies (including both Veltrix’s own and third-party AI systems), for the
purpose of delivering and improving the Services.
2.5. Feedback. Customer may voluntarily provide Veltrix feedback, comments, or
suggestions concerning the Services (collectively, “Feedback”). To the extent
Customer provides Feedback, Customer hereby grants Veltrix a royalty-free,
worldwide, irrevocable, perpetual license to use, disclose, reproduce, license,
distribute, and exploit any Feedback, without restriction or obligation of any kind,
including with respect to confidential information or intellectual property rights, to
maintain, improve, develop, and enhance Veltrix’s products and services.
2.6. Usage Data. Veltrix will have the right to collect and analyze data and other
information relating to the access, use, and performance of the Services (“Usage
Data”) and Veltrix will be free (during and after the Order Term) to use Usage Data
in de-identified and aggregated form to maintain, improve, and enhance Veltrix’s
products or services. Examples of Usage Data include technical logs, metadata,
telemetry data, and usage information about Customer Content. The terms of this
Section 2.6 may be supplemented with respect to Beta Program participation
through a Beta Services Program Agreement.
2.7. Reservation of Rights. As between the parties, Veltrix owns all right, title, and
interest in the Services, Documentation, and any contents, features, and
functionality related to the Services, including any text, images, recommendations,
predictions, analysis, or other content generated, created, or returned by any
artificial intelligence technologies, including systems, software, or processes that
perform tasks or make decisions or predictions using machine learning, deep
learning, natural language processing, or other forms of algorithmic or automated
data analysis, as part of the Services (“AI Output”) generated as part of the
Services, and Customer owns all right, title, and interest in the Customer Content.
Except as expressly set forth in this Agreement, each party retains all right, title,
and interest in and to its intellectual property rights. All rights not expressly
granted are reserved, and no license, covenant, immunity, transfer, authorization,
or other right will be implied, by reason of statute, estoppel, or otherwise, under
this Agreement. If you print, copy, modify, download, or otherwise use or provide
any other person with access to any part of the Services in breach of these Terms,
your right to use the Services will stop immediately and you must, at our option,
return or destroy any copies of the materials you have made. No right, title, or
interest in or to the Services or any content on the Services is transferred to you,
and all rights not expressly granted are reserved by Veltrix. Any use of the Services
not expressly permitted by these Terms is a breach of these Terms and may violate
copyright, trademark, and other laws.
2.8. Reliance on Services. Customer acknowledges and agrees that:
(a) The information presented through the Services, including any AI Output,
dashboards, analytics, and conventional outputs, is made available solely for
general information purposes and does not constitute financial, accounting, tax,
investment, legal, or other professional advice. Customer must not rely on any
such information, including AI Output, as the sole basis for business, operational,
compliance, personal, and/or other decisions and should independently verify any
results and/or consult qualified professionals. Veltrix is not a registered investment
adviser, broker-dealer, tax advisor, certified public accountant, or licensed financial
professional, and nothing in the Services should be construed as creating a
fiduciary, advisory, or professional relationship between Veltrix and Customer.
(b) Customer acknowledges that data received through third-party platform
Integrations is ingested and processed through automated means, including
artificial intelligence technologies, and that such processing may introduce errors,
omissions, or inaccuracies, including but not limited to incorrect numerical values,
duplicated entries, omitted data, or misclassified transactions. Veltrix does not
independently verify the accuracy or completeness of data received through
Integrations and makes no representation or warranty regarding the accuracy,
completeness, or reliability of such data or any AI Output derived therefrom.
Customer is solely responsible for reviewing, verifying, and validating all data and
AI Output generated by the Services before relying on or acting upon such
information. We disclaim all liability and responsibility arising from any reliance
placed on such materials by the Customer, or by anyone who may be informed of
any of its contents.
2.9. Third-Party Platform Integrations. The Services may allow Customer to
connect third-party platforms and applications through application programming
interfaces ("APIs") or similar connection methods (each, an "Integration"). Available
Integrations may include, without limitation, accounting and financial
management platforms, project management tools, point-of-sale systems,
customer relationship management platforms, analytics tools, and other business
software applications. Customer acknowledges and agrees that:
(a) By authorizing an Integration, Customer directs the Services to access and
retrieve data from the connected third-party platform. The types and volume of
data collected will depend on the permissions granted and the capabilities of the
applicable third-party platform.
(b) Customer is solely responsible for reviewing and understanding the terms of
service, privacy policies, and other agreements governing Customer's use of any
third-party platform prior to authorizing an Integration. Veltrix is not a party to,
and has no responsibility or liability under, any agreement between Customer and
a third-party platform provider.
(c) Customer represents and warrants that it has all necessary rights, permissions,
licenses, and authority to authorize the Integration(s), to share and transmit data
from the third-party platform to the Services, and that doing so does not violate
any agreement between Customer and the applicable third-party platform
provider, or any applicable law or regulation.
(d) Veltrix does not control, endorse, or assume any responsibility for the
availability, accuracy, security, or functionality of any third-party platform. Third-
party platforms may modify, restrict, or discontinue their APIs or services at any
time without notice to Veltrix, and Veltrix shall have no liability for any interruption,
degradation, or loss of functionality of the Services resulting from changes to a
third-party platform.
(e) Customer may disconnect an Integration at any time through Customer’s
account settings. Disconnecting an Integration will stop the collection of new data
from the applicable third-party platform on a going-forward basis. However, data
that has already been collected and ingested into the Services, including data
reflected in dashboards, chat histories, and AI-generated outputs, will not be
automatically deleted upon disconnection. Customer must separately delete such
data through the Services or submit a deletion request in accordance with the
Privacy Policy.
(f) Beta Integrations. Where a third-party platform Integration is designated as a
Beta Feature or is otherwise made available as part of the Beta Services Program,
such Integration constitutes a "Beta Integration" and is subject to the additional
terms and conditions set forth in Section 2.10(j), in addition to this Section 2.9. In
the event of any conflict between this Section 2.9 and Section 2.10 with respect to a
Beta Integration, Section 2.10 will control. Customer acknowledges that Beta
Integrations may involve experimental APIs, untested data mappings, or
preliminary data normalization processes, and that the risks associated with Beta
Integrations may exceed those applicable to generally available Integrations as
described in this Section 2.9.
2.10. Beta Services Program.
(a) Description. Veltrix may, from time to time, make available to Customer certain
features, functionalities, tools, Integrations, or other components of the Services
that are designated as beta, pilot, preview, experimental, early access, or similarly
labeled offerings ("Beta Features"). Customer may opt into and participate in the
use of Beta Features by affirmatively accessing or using any such Beta Feature
within the Services (the "Beta Services Program"). Beta Features offered through
the Beta Services Program are distinct from the generally available Services and
may include features that are still under active development, testing, or evaluation.
(b) Informed Consent and Acknowledgment of Risk. By accessing or using any
Beta Feature, Customer acknowledges and agrees that:
(i) Beta Features may not
be complete, fully tested, or production-ready, and may contain bugs, errors,
defects, or inaccuracies that could affect performance, data integrity, or reliability;
(ii) Beta Features may not perform at the same level of accuracy, availability,
security, or functionality as generally available components of the Services; (iii)
Beta Features may be modified, suspended, deprecated, or discontinued by Veltrix
at any time, with or without notice, and Veltrix shall have no obligation to release a
generally available version of any Beta Feature; (iv) Customer's decision to access
and use any Beta Feature is voluntary and made with full knowledge of the
foregoing risks; and (v) Customer is solely responsible for evaluating the suitability
of any Beta Feature for its intended use and for independently verifying all results,
outputs, and data generated by or through any Beta Feature, including any AI
Output derived therefrom.
(c) Compensation for Participation. In Veltrix's sole discretion, Customer may be
eligible to receive compensation in connection with its participation in the Beta
Services Program ("Beta Compensation"). The form, amount, conditions, and
timing of any Beta Compensation will be determined by Veltrix in its sole discretion
and communicated to Customer in an applicable Beta Program Services
Agreement, and/or any associated Order Form, between the parties. Beta
Compensation may include, without limitation, service credits, fee discounts, direct
payments, or other forms of consideration as Veltrix may determine. Eligibility for
and continued receipt of Beta Compensation is contingent upon Customer's active
use of the applicable Beta Features and compliance with the Feedback obligations
set forth in Section 2.10(f). Veltrix reserves the right to modify, suspend, or
discontinue any Beta Compensation at any time upon written notice to Customer.
For the avoidance of doubt, Customer has no entitlement to receive Beta
Compensation unless and until Veltrix and customer have executed a Beta
Program Services Agreement with associated Order Form, and participation in the
Beta Services Program does not, by itself, guarantee any compensation.
(d) Scope of License. Customer's right to access and use Beta Features is subject
to the same license terms, use restrictions, and conduct restrictions set forth in
Sections 1.1, 2.1, and 2.2 of these Terms, as well as any additional limitations,
conditions, or usage parameters specified in the applicable Order or
communicated by Veltrix in writing. Veltrix may impose usage caps, feature
limitations, user restrictions, or other constraints on the Beta Services Program
that differ from those applicable to the generally available Services.
(e) Data and Customer Content. Customer Content submitted to or generated
through the use of Beta Features will be treated as Customer Content under
Section 2.4 of these Terms. Customer acknowledges that Beta Features may
process Customer Content in ways that differ from the generally available Services,
and that such processing may carry additional risks of data loss, corruption, or
inaccuracy. Veltrix will use commercially reasonable efforts to maintain the security
of Customer Content processed through the Beta Services Program in accordance
with Section 1.2, but Customer acknowledges that the protections available for
Beta Features may differ from those applicable to the generally available Services.
(f) Feedback on Beta Features. As a condition of participation in the Beta Services
Program, and as a condition of eligibility for any Beta Compensation, Customer
agrees to provide reasonable Feedback to Veltrix regarding its experience with the
Beta Features, including reports of bugs, errors, usability issues, and suggestions
for improvement. All such Feedback will be subject to Section 2.5 of these Terms,
and Veltrix will have the unrestricted right to use such Feedback to develop,
improve, and enhance its products and services without obligation to Customer.
(g) Disclaimer of Warranties for Beta Features. WITHOUT LIMITING THE
GENERALITY OF SECTION 5.2, CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL BETA FEATURES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VELTRIX MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO BETA FEATURES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR UNINTERRUPTED AVAILABILITY.
CUSTOMER ASSUMES ALL RISK ARISING FROM ITS USE OF BETA FEATURES AND
ACKNOWLEDGES THAT VELTRIX'S WILLINGNESS TO OFFER THE BETA SERVICES
PROGRAM IS CONDITIONED UPON THIS ASSUMPTION OF RISK.
(h) Limitation of Liability for Beta Features. Without limiting the generality of
Section 7, Veltrix's total aggregate liability for any and all claims arising out of or
relating to the Beta Services Program or any Beta Feature, whether in contract, tort
(including negligence), strict liability, or any other legal theory, will not exceed the
total amount of Beta Compensation actually paid or credited to Customer for the
applicable Beta Feature during the twelve-month period immediately preceding
the date on which the claim arose, or one thousand dollars ($1,000), whichever is
greater. IN NO EVENT WILL VELTRIX OR ANY VELTRIX REPRESENTATIVES BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES ARISING OUT OF OR RELATING TO CUSTOMER'S USE OF OR INABILITY
TO USE ANY BETA FEATURE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS,
DATA, OR USE, DATA INACCURACIES OR ERRORS, OR LOSSES RESULTING FROM
RELIANCE ON BETA FEATURES OR AI OUTPUT WITHOUT INDEPENDENT
VERIFICATION.
(i) Termination and Opt-Out. Customer may opt out of any Beta Feature at any
time by ceasing to use such Beta Feature. In addition to the termination rights set
forth in Section 8, Veltrix may terminate or suspend Customer's access to any or all
Beta Features, or discontinue the Beta Services Program in whole or in part, at any
time and for any reason upon thirty (30) days' written notice to Customer. Upon
termination or discontinuation of a Beta Feature or the Beta Services Program,
Veltrix's obligation to provide any Beta Compensation will cease as of the effective
date of such termination or discontinuation, and Customer will have no further
entitlement to Beta Compensation with respect to the terminated Beta Feature.
For the avoidance of doubt, any Beta Compensation earned by Customer prior to
the effective date of termination will remain payable in accordance with the terms
communicated by Veltrix.
(j) Beta Integrations. Where a Beta Feature includes or involves a third-party
platform Integration (a "Beta Integration"), the following additional terms will
apply:
(i) Beta Integrations are subject to both Section 2.9 (Third-Party Platform
Integrations) and this Section 2.10. In the event of any conflict between
Section 2.9 and this Section 2.10 with respect to a Beta Integration, this
Section 2.10 will control.
(ii) Customer acknowledges that a Beta Integration may access, retrieve,
ingest, or process data from a connected third-party platform in ways that
differ materially from a generally available Integration, including through
experimental APIs, untested data mappings, or preliminary data
normalization processes. Data received through a Beta Integration may
carry additional risks of error, incompleteness, duplication, misclassification,
corruption, or loss beyond those disclosed in Section 2.8(b) with respect to
generally available Integrations.
(iii) Customer's representations and warranties under Section 5.1(e) apply to
Beta Integrations.
(iv) Notwithstanding the data security acknowledgment in Section 2.10(e),
Veltrix will maintain data security protections for personal information of
third parties ingested through a Beta Integration that are no less protective
than the standards applicable to Customer Content under Section 1.2,
including with respect to technical and organizational measures designed to
protect against accidental or unlawful loss, access, or disclosure.
(v) Upon Customer's disconnection of a Beta Integration or discontinuation
of a Beta Feature involving a Beta Integration, Section 2.9(e) will apply to
data already collected and ingested through the Beta Integration. In
addition, Veltrix will, upon Customer's written request, use commercially
reasonable efforts to identify and delete any derivative data, interim
outputs, or processing artifacts generated solely through the Beta
Integration that would not have been created through a generally available
Integration, subject to Veltrix's right to retain de-identified and aggregated
Usage Data in accordance with Section 2.6.
(vi) Prior to Customer's initial authorization of a Beta Integration, Veltrix will
present Customer with a confirmation prompt or other reasonable
mechanism requiring Customer to affirmatively acknowledge that (A) the
Beta Integration is subject to the additional terms and conditions of this
Section 2.10(j), (B) the Beta Integration may access, retrieve, ingest, or
process data from a connected third-party platform in ways that differ
materially from a generally available Integration, and (C) Customer has
reviewed and accepted the risk disclosures set forth in Section 2.10(b) as
they relate to the Beta Integration. Customer's affirmative acknowledgment
pursuant to this Section 2.10(j)(vi) will be logged by Veltrix and will constitute
evidence of Customer's informed consent to the terms of this Section 2.10
with respect to the applicable Beta Integration. For the avoidance of doubt,
the opt-in mechanism described in Section 2.10(a) will not, by itself,
constitute sufficient authorization for a Beta Integration; the additional
acknowledgment required by this Section 2.10(j)(vi) must be obtained prior
to activation of any Beta Integration.
(k) Survival. The disclaimers, limitations of liability, and Customer
acknowledgments set forth in this Section 2.10 will survive any expiration or
termination of this Agreement or any applicable Order.
3. Charges and Payment.
3.1. Fees. Customer will pay Veltrix all fees described in an Order in accordance
with the terms therein. Unless otherwise specified herein or in an Order, (a) all fees
are stated and solely payable in U.S. Dollars, (b) payment obligations are non-
cancelable and not subject to setoff, (c) fees paid are non-refundable, and (d)
quantities purchased cannot be decreased during the relevant Order Term.
Customer is solely responsible for any bank fees, interest charges, finance charges,
overdraft charges, and any other fees Customer incurs as a result of the charges
billed by Veltrix. If the Order automatically renews, Veltrix may change the fees
applicable to a renewal by providing Customer at least 45 days’ written notice of
the new fees before the end of the then-current Order Term. For clarity, any
change in fees will not apply to the then-current Order Term.
For the avoidance of doubt, this Section 3 governs fees payable by Customer to
Veltrix and does not apply to Beta Compensation (as defined in Section 2.10(c)) that
may be payable by Veltrix to Customer in connection with the Beta Services
Program. The form, amount, conditions, timing, and payment mechanics of any
Beta Compensation will be governed solely by Section 2.10(c) and the applicable
Order or other written agreement between the parties, and will not be subject to
the invoicing, finance charge, or non-refundability provisions of this Section 3.
3.2. Payment. Unless otherwise specified in an Order or this Section, Customer will
be invoiced monthly or annually in advance, in accordance with the frequency and
timing as set forth in the applicable Order form, with full payment due 30 days
from the date of the applicable invoice. If Customer purchases its subscription
online, fees are due at the time of purchase. Unpaid amounts are subject to a
finance charge of 1.5% per month on any outstanding balance, or the maximum
permitted by law, whichever is lower. In the event that Customer fails to pay the full
amount owed under an Order, Veltrix may limit Customer’s access to the Services,
in addition to any other rights or remedies Veltrix may have.
3.3. Taxes. Fees do not include taxes. Each party is responsible for the payment of
all taxes (including any interest and penalties) in connection with this Agreement
that are imposed on that party by law. For Customer, such taxes may include
sales/use, gross receipts, value-added, GST, personal property, excise,
consumption, and other similar taxes or duties. Each party will be responsible for
its own income taxes, employment taxes, and real property taxes.
3.4. Withholding. All payments made by Customer to Veltrix under this Agreement
will exclude any deduction or withholding. If any such deduction or withholding
(including cross-border withholding taxes) is required by law, Customer will pay
such additional amounts as are necessary so that the net amount received by
Veltrix after such deduction or withholding will be equal to the full amount that
Veltrix would have received if no deduction or withholding had been required.
Each party will use commercially reasonable efforts to work with the other party to
help obtain, reduce, or eliminate any necessary withholding, deduction, or royalty
tax exemptions where applicable.
with the terms therein. Unless otherwise specified herein or in an Order, (a) all fees
are stated and solely payable in U.S. Dollars, (b) payment obligations are non-
cancelable and not subject to setoff, (c) fees paid are non-refundable, and (d)
quantities purchased cannot be decreased during the relevant Order Term.
Customer is solely responsible for any bank fees, interest charges, finance charges,
overdraft charges, and any other fees Customer incurs as a result of the charges
billed by Veltrix. If the Order automatically renews, Veltrix may change the fees
applicable to a renewal by providing Customer at least 45 days’ written notice of
the new fees before the end of the then-current Order Term. For clarity, any
change in fees will not apply to the then-current Order Term.
For the avoidance of doubt, this Section 3 governs fees payable by Customer to
Veltrix and does not apply to Beta Compensation (as defined in Section 2.10(c)) that
may be payable by Veltrix to Customer in connection with the Beta Services
Program. The form, amount, conditions, timing, and payment mechanics of any
Beta Compensation will be governed solely by Section 2.10(c) and the applicable
Order or other written agreement between the parties, and will not be subject to
the invoicing, finance charge, or non-refundability provisions of this Section 3.
3.2. Payment. Unless otherwise specified in an Order or this Section, Customer will
be invoiced monthly or annually in advance, in accordance with the frequency and
timing as set forth in the applicable Order form, with full payment due 30 days
from the date of the applicable invoice. If Customer purchases its subscription
online, fees are due at the time of purchase. Unpaid amounts are subject to a
finance charge of 1.5% per month on any outstanding balance, or the maximum
permitted by law, whichever is lower. In the event that Customer fails to pay the full
amount owed under an Order, Veltrix may limit Customer’s access to the Services,
in addition to any other rights or remedies Veltrix may have.
3.3. Taxes. Fees do not include taxes. Each party is responsible for the payment of
all taxes (including any interest and penalties) in connection with this Agreement
that are imposed on that party by law. For Customer, such taxes may include
sales/use, gross receipts, value-added, GST, personal property, excise,
consumption, and other similar taxes or duties. Each party will be responsible for
its own income taxes, employment taxes, and real property taxes.
3.4. Withholding. All payments made by Customer to Veltrix under this Agreement
will exclude any deduction or withholding. If any such deduction or withholding
(including cross-border withholding taxes) is required by law, Customer will pay
such additional amounts as are necessary so that the net amount received by
Veltrix after such deduction or withholding will be equal to the full amount that
Veltrix would have received if no deduction or withholding had been required.
Each party will use commercially reasonable efforts to work with the other party to
help obtain, reduce, or eliminate any necessary withholding, deduction, or royalty
tax exemptions where applicable.
4. Confidentiality.
4.1. Confidential Information. Veltrix may disclose proprietary or non-public,
confidential, or proprietary business, technical, financial, or other information in
anticipation of this Agreement or during the term of this Agreement (“Confidential
Information”) to the Customer. Confidential Information of Veltrix expressly
includes, but is not limited to, non-public information regarding features,
functionality, and performance of the Services and any other technologies,
business plans, technical information, software, trade secrets, and any other
similarly non-public information.
4.2. Obligations. Customer shall hold all Confidential Information in strict
confidence and shall not, without the prior written consent of Veltrix, disclose, use,
copy, or permit the use or disclosure of any Confidential Information for any
purpose other than as expressly authorized by Veltrix. Customer agrees to take all
reasonable measures to protect the confidentiality and avoid the unauthorized
disclosure of Veltrix’s Confidential Information. Customer will ensure that its
employees, contractors, Affiliates, agents, or professional advisors
(“Representatives”) are subject to confidentiality obligations that are no less
restrictive than those herein. Upon termination of this Agreement or upon Veltrix’s
request, Customer, and any Representatives and users on behalf of the Customer,
shall promptly return or destroy all materials containing Confidential Information,
including all copies, notes, or other embodiments thereof.
Customer acknowledges that any breach of this provision may cause irreparable
harm to Veltrix for which monetary damages may be inadequate, and Veltrix shall
be entitled to seek injunctive relief, in addition to any other remedies available at
law or in equity. With respect to each Order, the obligations set forth herein will
survive for the duration of the Order Term and five years following the expiration
or termination of such Order.
confidential, or proprietary business, technical, financial, or other information in
anticipation of this Agreement or during the term of this Agreement (“Confidential
Information”) to the Customer. Confidential Information of Veltrix expressly
includes, but is not limited to, non-public information regarding features,
functionality, and performance of the Services and any other technologies,
business plans, technical information, software, trade secrets, and any other
similarly non-public information.
4.2. Obligations. Customer shall hold all Confidential Information in strict
confidence and shall not, without the prior written consent of Veltrix, disclose, use,
copy, or permit the use or disclosure of any Confidential Information for any
purpose other than as expressly authorized by Veltrix. Customer agrees to take all
reasonable measures to protect the confidentiality and avoid the unauthorized
disclosure of Veltrix’s Confidential Information. Customer will ensure that its
employees, contractors, Affiliates, agents, or professional advisors
(“Representatives”) are subject to confidentiality obligations that are no less
restrictive than those herein. Upon termination of this Agreement or upon Veltrix’s
request, Customer, and any Representatives and users on behalf of the Customer,
shall promptly return or destroy all materials containing Confidential Information,
including all copies, notes, or other embodiments thereof.
Customer acknowledges that any breach of this provision may cause irreparable
harm to Veltrix for which monetary damages may be inadequate, and Veltrix shall
be entitled to seek injunctive relief, in addition to any other remedies available at
law or in equity. With respect to each Order, the obligations set forth herein will
survive for the duration of the Order Term and five years following the expiration
or termination of such Order.
5. Warranties.
5.1. Customer Warranties. Customer represents and warrants to the other that:
(a) this Agreement has been duly executed and delivered and constitutes a valid
and binding agreement enforceable against Customer in accordance with its
terms;
(b) the execution, delivery, and performance of this Agreement by Customer
does not violate the terms or conditions of any other agreement to which it is a
party or by which it is otherwise bound or require authorization or approval from
any third party;
(c) it will perform its rights and obligations under this Agreement in
accordance with applicable law;
(d) it owns or has obtained and will maintain all
rights, licenses, consents, and permissions necessary for Company’s lawful use,
hosting, processing, display, and distribution of Customer Content and Customer
Content does not and will not infringe, misappropriate, or violate any intellectual
property, privacy, publicity, or other rights of any third party; and (e) with respect
to each third-party platform Integration that Customer authorizes:
(i) Customer has all necessary rights, permissions, and authority under its agreements with the applicable third-party platform provider to authorize the Integration and to share and transmit data from such platform to the Services;
(ii) Customer's authorization of the Integration and Veltrix's receipt, processing, and use of data obtained through the Integration will not violate any applicable law, regulation, or third-party right, including any data protection, privacy, or information security law or regulation;
and (iii) to the extent that data obtained through an Integration
contains personal information of third parties (including Customer's own
customers, contacts, employees, or vendors), Customer has obtained all necessary
consents, authorizations, or legal bases for the disclosure of such personal
information to Veltrix through the Integration.
5.2. DISCLAIMER. VELTRIX MAKES NO REPRESENTATION OR WARRANTY OF ANY
KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW),
OR STATUTORY, AS TO ANY MATTER WHATSOEVER RELATING TO THIS AGREEMENT.
VELTRIX EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. APPLICATIONS AND MATERIALS THAT ARE DEVELOPED OR OTHERWISE PROVIDED BY A PARTY OTHER THAN VELTRIX, INCLUDING DESIGN FILES, PLUGINS, COMPONENT LIBRARIES, SERVICES, PRODUCTS, PLATFORMS, INTEGRATIONS, AND CODE COMPONENTS (“NON-VELTRIX RESOURCES”) ARE PROVIDED BY THIRD PARTIES, NOT VELTRIX, AND ANY USE OF NON-VELTRIX RESOURCES IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD-PARTY PROVIDER. VELTRIX DOES NOT WARRANT OR SUPPORT, AND WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY OF ANY KIND FOR, NON-VELTRIX RESOURCES. IF YOU DECIDE TO ACCESS ANY OF THE THIRD-PARTY RESOURCES LINKED TO THE SERVICES, YOU DO SO ENTIRELY AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF USE FOR SUCH THIRD-PARTY RESOURCES.
WITHOUT LIMITATION TO THE FOREGOING, VELTRIX PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE
APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED
RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VELTRIX MAKES NO
REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS,
TIMELINESS, OR RELIABILITY OF ANY DATA RECEIVED THROUGH THIRD-PARTY
PLATFORM INTEGRATIONS OR ANY AI OUTPUT, DASHBOARD, ANALYSIS,
VISUALIZATION, OR OTHER RESULT DERIVED FROM SUCH DATA. CUSTOMER
ACKNOWLEDGES THAT AUTOMATED DATA INGESTION AND PROCESSING MAY
INTRODUCE ERRORS, AND VELTRIX DISCLAIMS ALL LIABILITY FOR ANY LOSSES,
DAMAGES, OR DECISIONS ARISING FROM CUSTOMER'S RELIANCE ON SUCH DATA
OR OUTPUTS WITHOUT INDEPENDENT VERIFICATION.
WITHOUT LIMITING THE FOREGOING, BETA FEATURES MADE AVAILABLE THROUGH THE BETA SERVICES PROGRAM ARE SUBJECT TO THE ADDITIONAL DISCLAIMERS SET FORTH IN SECTION 2.10(g). IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION 5.2 AND SECTION 2.10(g) WITH RESPECT TO BETA FEATURES, THE MORE RESTRICTIVE DISCLAIMER WILL APPLY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON
IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY
RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND
LIMITATIONS MAY NOT APPLY TO YOU.
(a) this Agreement has been duly executed and delivered and constitutes a valid
and binding agreement enforceable against Customer in accordance with its
terms;
(b) the execution, delivery, and performance of this Agreement by Customer
does not violate the terms or conditions of any other agreement to which it is a
party or by which it is otherwise bound or require authorization or approval from
any third party;
(c) it will perform its rights and obligations under this Agreement in
accordance with applicable law;
(d) it owns or has obtained and will maintain all
rights, licenses, consents, and permissions necessary for Company’s lawful use,
hosting, processing, display, and distribution of Customer Content and Customer
Content does not and will not infringe, misappropriate, or violate any intellectual
property, privacy, publicity, or other rights of any third party; and (e) with respect
to each third-party platform Integration that Customer authorizes:
(i) Customer has all necessary rights, permissions, and authority under its agreements with the applicable third-party platform provider to authorize the Integration and to share and transmit data from such platform to the Services;
(ii) Customer's authorization of the Integration and Veltrix's receipt, processing, and use of data obtained through the Integration will not violate any applicable law, regulation, or third-party right, including any data protection, privacy, or information security law or regulation;
and (iii) to the extent that data obtained through an Integration
contains personal information of third parties (including Customer's own
customers, contacts, employees, or vendors), Customer has obtained all necessary
consents, authorizations, or legal bases for the disclosure of such personal
information to Veltrix through the Integration.
5.2. DISCLAIMER. VELTRIX MAKES NO REPRESENTATION OR WARRANTY OF ANY
KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW),
OR STATUTORY, AS TO ANY MATTER WHATSOEVER RELATING TO THIS AGREEMENT.
VELTRIX EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. APPLICATIONS AND MATERIALS THAT ARE DEVELOPED OR OTHERWISE PROVIDED BY A PARTY OTHER THAN VELTRIX, INCLUDING DESIGN FILES, PLUGINS, COMPONENT LIBRARIES, SERVICES, PRODUCTS, PLATFORMS, INTEGRATIONS, AND CODE COMPONENTS (“NON-VELTRIX RESOURCES”) ARE PROVIDED BY THIRD PARTIES, NOT VELTRIX, AND ANY USE OF NON-VELTRIX RESOURCES IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD-PARTY PROVIDER. VELTRIX DOES NOT WARRANT OR SUPPORT, AND WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY OF ANY KIND FOR, NON-VELTRIX RESOURCES. IF YOU DECIDE TO ACCESS ANY OF THE THIRD-PARTY RESOURCES LINKED TO THE SERVICES, YOU DO SO ENTIRELY AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF USE FOR SUCH THIRD-PARTY RESOURCES.
WITHOUT LIMITATION TO THE FOREGOING, VELTRIX PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE
APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED
RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VELTRIX MAKES NO
REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS,
TIMELINESS, OR RELIABILITY OF ANY DATA RECEIVED THROUGH THIRD-PARTY
PLATFORM INTEGRATIONS OR ANY AI OUTPUT, DASHBOARD, ANALYSIS,
VISUALIZATION, OR OTHER RESULT DERIVED FROM SUCH DATA. CUSTOMER
ACKNOWLEDGES THAT AUTOMATED DATA INGESTION AND PROCESSING MAY
INTRODUCE ERRORS, AND VELTRIX DISCLAIMS ALL LIABILITY FOR ANY LOSSES,
DAMAGES, OR DECISIONS ARISING FROM CUSTOMER'S RELIANCE ON SUCH DATA
OR OUTPUTS WITHOUT INDEPENDENT VERIFICATION.
WITHOUT LIMITING THE FOREGOING, BETA FEATURES MADE AVAILABLE THROUGH THE BETA SERVICES PROGRAM ARE SUBJECT TO THE ADDITIONAL DISCLAIMERS SET FORTH IN SECTION 2.10(g). IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION 5.2 AND SECTION 2.10(g) WITH RESPECT TO BETA FEATURES, THE MORE RESTRICTIVE DISCLAIMER WILL APPLY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON
IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY
RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND
LIMITATIONS MAY NOT APPLY TO YOU.
6. Indemnity.
6.1. Indemnification. Customer agrees to defend, indemnify, and hold harmless
Veltrix, its Affiliates, licensors, and service providers, and its and their respective
officers, directors, employees, contractors, agents, licensors, suppliers, successors,
and assigns from and against any claims, liabilities, damages, judgments, awards,
losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of
or relating to your violation of these Terms or a user that is using the Services on
behalf of a Customer, including, but not limited to, any use of the Service’s content,
services, and products other than as expressly authorized in these Terms, or your
use of any information obtained from the Services, including, without limitation,
(a) any claims arising from Customer's authorization, use, or management of third-
party platform Integrations,
(b) any claims by a third-party platform provider or any third party arising from Customer's sharing of data with the Services through
an Integration without adequate rights, consents, or authority, and
(c) any claims arising from Customer's reliance on data ingested through Integrations or AI Output derived therefrom without independent verification.
Veltrix, its Affiliates, licensors, and service providers, and its and their respective
officers, directors, employees, contractors, agents, licensors, suppliers, successors,
and assigns from and against any claims, liabilities, damages, judgments, awards,
losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of
or relating to your violation of these Terms or a user that is using the Services on
behalf of a Customer, including, but not limited to, any use of the Service’s content,
services, and products other than as expressly authorized in these Terms, or your
use of any information obtained from the Services, including, without limitation,
(a) any claims arising from Customer's authorization, use, or management of third-
party platform Integrations,
(b) any claims by a third-party platform provider or any third party arising from Customer's sharing of data with the Services through
an Integration without adequate rights, consents, or authority, and
(c) any claims arising from Customer's reliance on data ingested through Integrations or AI Output derived therefrom without independent verification.
7. Limitations of Liability.
7.1. Limitation on Indirect Liability. UNDER NO CIRCUMSTANCES, AND UNDER
NO LEGAL THEORY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY OF LIABILITY), WILL
VELTRIX, ITS AFFILIATES AND ITS OR THEIR CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS (COLLECTIVELY, ITS “VELTRIX REPRESENTATIVES”), BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, DATA, USE OR COST OF COVER, DATA INACCURACIES OR ERRORS ARISING FROM THIRD-PARTY PLATFORM INTEGRATIONS, OR LOSSES RESULTING FROM RELIANCE ON DATA INGESTION AND/OR AI OUTPUT WITHOUT INDEPENDENT VERIFICATION) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR THE INABILITY TO USE THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2. Limitationon Amount of Liability. UNDER NO CIRCUMSTANCES, AND UNDER
NO LEGAL THEORY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY OF LIABILITY), WILL
VELTRIX’S OR VELTRIX’S REPRESENTATIVES’ TOTAL LIABILITY FOR ANY AND ALL
DAMAGES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE USE OF OR THE INABILITY TO USE THE SERVICES, EXCEED, IN THE MAXIMUM AGGREGATE, THE FEES PAID AND PAYABLE TO VELTRIX UNDER THE CUSTOMER’S APPLICABLE ORDER IN THE TWELVE-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE DAMAGE OCCURRED.
Notwithstanding the foregoing, Veltrix's total aggregate liability for any and all
claims arising out of or relating to the Beta Services Program or any Beta Feature
will be subject to the separate limitation of liability set forth in Section 2.10(h), and
not the liability cap set forth in this Section 7.2. In the event of any conflict between
this Section 7.2 and Section 2.10(h) with respect to Beta Features, Section 2.10(h)
will control.
7.3. IN GENERAL. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A
LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF
DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY VELTRIX TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN
BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND
INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 7 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
NO LEGAL THEORY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY OF LIABILITY), WILL
VELTRIX, ITS AFFILIATES AND ITS OR THEIR CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS (COLLECTIVELY, ITS “VELTRIX REPRESENTATIVES”), BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, DATA, USE OR COST OF COVER, DATA INACCURACIES OR ERRORS ARISING FROM THIRD-PARTY PLATFORM INTEGRATIONS, OR LOSSES RESULTING FROM RELIANCE ON DATA INGESTION AND/OR AI OUTPUT WITHOUT INDEPENDENT VERIFICATION) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR THE INABILITY TO USE THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2. Limitationon Amount of Liability. UNDER NO CIRCUMSTANCES, AND UNDER
NO LEGAL THEORY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY OF LIABILITY), WILL
VELTRIX’S OR VELTRIX’S REPRESENTATIVES’ TOTAL LIABILITY FOR ANY AND ALL
DAMAGES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE USE OF OR THE INABILITY TO USE THE SERVICES, EXCEED, IN THE MAXIMUM AGGREGATE, THE FEES PAID AND PAYABLE TO VELTRIX UNDER THE CUSTOMER’S APPLICABLE ORDER IN THE TWELVE-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE DAMAGE OCCURRED.
Notwithstanding the foregoing, Veltrix's total aggregate liability for any and all
claims arising out of or relating to the Beta Services Program or any Beta Feature
will be subject to the separate limitation of liability set forth in Section 2.10(h), and
not the liability cap set forth in this Section 7.2. In the event of any conflict between
this Section 7.2 and Section 2.10(h) with respect to Beta Features, Section 2.10(h)
will control.
7.3. IN GENERAL. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A
LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF
DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY VELTRIX TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN
BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND
INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 7 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
8. Term and Termination.
8.1. Term. The term of this Agreement will commence on the Subscription Start
Date of the first Order entered into between the parties and will continue until all
Orders hereunder expire or until terminated in accordance with this Section 8,
whichever happens first.
8.2 Termination. Veltrix may terminate an individual Order or this Agreement
upon written notice to the Customer, if the Customer breaches this Agreement and
such breach is incapable of cure, or with respect to a breach capable of cure, the
breaching party does not cure such breach within 30 days of receiving notice of it.
Veltrix may terminate or suspend an individual Order or this Agreement upon
written notice to the Customer without a cure period if (a) the Customer breaches
any of the terms relating to such party’s intellectual property rights or Confidential
Information, or (b) if the Customer becomes the subject of a petition in bankruptcy
or any other proceeding relating to insolvency, receivership, liquidation, or
assignment for the benefit of creditors. In addition to the termination rights set
forth in this Section 8.2, the termination and opt-out rights specific to the Beta
Services Program are set forth in Section 2.10(i). To the extent of any conflict
between this Section 8.2 and Section 2.10(i) with respect to Beta Features, Section
2.10(i) will control.
8.3. Effect of Termination. Termination of this Agreement will result in
termination of all ongoing Orders; however, termination of a single Order will not
result in termination of this Agreement or any other ongoing Orders. If this
Agreement or any Order is terminated for a breach of this Agreement, Customer
will not receive a refund and will pay all fees as if the Order had not been
terminated. Upon any termination, to the extent permitted by applicable law,
Veltrix will make all Customer Content then held by Veltrix pursuant to the
applicable Order available to Customer for electronic retrieval for a period of 30
days, but thereafter Veltrix will delete or retain any stored Customer Content. For
the avoidance of doubt, Customer Content includes data received through
authorized third-party platform Integrations, and all Integrations will be
automatically disconnected upon termination. Customer is responsible for
disconnecting Integrations directly with the applicable third-party platform
providers to the extent required under Customer's agreements with such
providers. The following sections of this Agreement will survive any expiration or
termination of this Agreement: 2, 4, 5, and 7-9.
Date of the first Order entered into between the parties and will continue until all
Orders hereunder expire or until terminated in accordance with this Section 8,
whichever happens first.
8.2 Termination. Veltrix may terminate an individual Order or this Agreement
upon written notice to the Customer, if the Customer breaches this Agreement and
such breach is incapable of cure, or with respect to a breach capable of cure, the
breaching party does not cure such breach within 30 days of receiving notice of it.
Veltrix may terminate or suspend an individual Order or this Agreement upon
written notice to the Customer without a cure period if (a) the Customer breaches
any of the terms relating to such party’s intellectual property rights or Confidential
Information, or (b) if the Customer becomes the subject of a petition in bankruptcy
or any other proceeding relating to insolvency, receivership, liquidation, or
assignment for the benefit of creditors. In addition to the termination rights set
forth in this Section 8.2, the termination and opt-out rights specific to the Beta
Services Program are set forth in Section 2.10(i). To the extent of any conflict
between this Section 8.2 and Section 2.10(i) with respect to Beta Features, Section
2.10(i) will control.
8.3. Effect of Termination. Termination of this Agreement will result in
termination of all ongoing Orders; however, termination of a single Order will not
result in termination of this Agreement or any other ongoing Orders. If this
Agreement or any Order is terminated for a breach of this Agreement, Customer
will not receive a refund and will pay all fees as if the Order had not been
terminated. Upon any termination, to the extent permitted by applicable law,
Veltrix will make all Customer Content then held by Veltrix pursuant to the
applicable Order available to Customer for electronic retrieval for a period of 30
days, but thereafter Veltrix will delete or retain any stored Customer Content. For
the avoidance of doubt, Customer Content includes data received through
authorized third-party platform Integrations, and all Integrations will be
automatically disconnected upon termination. Customer is responsible for
disconnecting Integrations directly with the applicable third-party platform
providers to the extent required under Customer's agreements with such
providers. The following sections of this Agreement will survive any expiration or
termination of this Agreement: 2, 4, 5, and 7-9.
9. Miscellaneous.
9.1. Affiliates. A Customer Affiliate may enter into an Order under this Agreement
and, in such case, by entering into the Order, the Affiliate agrees to be bound by
the terms and conditions of this Agreement with respect to such Order and such
Affiliate will be considered to be a Customer, as such term is used herein, with
respect to such Order. This Agreement is intended for the benefit of the parties
who have entered into an Order under this Agreement and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other person.
9.2. Force Majeure. Neither party will have any liability for failures or delays
resulting from that party experiencing a Force Majeure Event. If a party
experiences a Force Majeure Event, such party will: (a) promptly notify the other
party of occurrence of the Force Majeure Event; and (b) use reasonable efforts to
limit damages to the other party and to resume its performance under this
Agreement. If a Force Majeure Event causes a party to fail to comply with its
obligations under this Agreement for 30 or more consecutive days, either party
may terminate this Agreement upon written notice, without liability. “Force
Majeure Event” means any event or circumstance (other than a party’s inability to
satisfy payment obligations) that is outside a party’s reasonable control, whether
or not foreseeable.
9.3. Notices. All notices, requests, consents, claims, demands, waivers, and other
communications under this Agreement (each, a “Notice”) must be in writing
(electronic mail sufficient) and sent to:
Veltrix: contact@netsky.ai
Customer: Contact identified in the Order
9.4. Severability. No Waiver. The invalidity or unenforceability of any provision of
this Agreement will not affect the validity or enforceability of any other provision
hereof and it is the intent and agreement of the parties that these Terms will be
deemed amended by modifying such provision to the extent necessary to render it
valid, legal, and enforceable while preserving its intent or, if such modification is
not possible, by substituting another provision that is legal and enforceable and
achieves the same objective. No failure or delay by either party in exercising any
right under the Terms will constitute a waiver of that right.
9.5. Assignment. This Agreement is not assignable or transferable by Customer
without Veltrix’s prior written consent. Veltrix may (without Customer’s prior
written consent) assign this Agreement, in whole, in connection with a merger,
acquisition, corporate reorganization, or sale of all or substantially all of such
party’s assets.
9.6. Service Providers. For the avoidance of doubt, Veltrix may engage third party
service providers to support its performance of this Agreement. Nevertheless,
Veltrix will remain responsible for compliance with this Agreement.
9.7. No Partnership. No agency, partnership, joint venture, or employment is
created as a result of this Agreement, and neither party has any authority of any
kind to bind the other party.
9.8. Governing Law and Dispute Resolution. These Terms and the Agreement as
a whole will be governed by the laws of the State of Delaware. All claims arising out
of or relating to these Terms or this Agreement will be brought exclusively in the
federal or state courts of Oakland County, Michigan, USA.
9.9. Anti-Corruption. Customer has not offered, promised, authorized, solicited, or
received any illegal or improper bribe, kickback, payment, gift, or thing of value
from an employee or agent of the other party in connection with this Agreement.
Reasonable gifts and entertainment provided in the ordinary course of business do
not violate the above restriction.
9.10. Entire Agreement. These Terms supersede all other agreements between
the parties relating to its subject matter. The parties expressly agree that any
different or additional terms set forth in any purchase order, vendor portal, code of
conduct, or other similar documentation provided by you will not apply between
the parties even if signed, acknowledged or accepted by Veltrix, unless Veltrix
specifically references this clause and waives its rights.
9.11. Changes to the Terms or Services. Veltrix may modify the Terms at any time,
at our sole discretion. If we do so, we will let you know either by posting the
modified Terms on our website or through other communications. If you continue
to use the Services after such change, you are indicating that you agree to the
modified Terms. We may also change or discontinue all or any part of the Services,
at any time and without notice or liability, at our sole discretion.
9.12. Contact. For questions, complaints, or claims you may have with regard to these Terms, contact us at contact@netsky.ai.
NetSky AI
838 Walker Road, Suite 21-2, Dover,
Kent County
19904 Delaware, United States
and, in such case, by entering into the Order, the Affiliate agrees to be bound by
the terms and conditions of this Agreement with respect to such Order and such
Affiliate will be considered to be a Customer, as such term is used herein, with
respect to such Order. This Agreement is intended for the benefit of the parties
who have entered into an Order under this Agreement and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other person.
9.2. Force Majeure. Neither party will have any liability for failures or delays
resulting from that party experiencing a Force Majeure Event. If a party
experiences a Force Majeure Event, such party will: (a) promptly notify the other
party of occurrence of the Force Majeure Event; and (b) use reasonable efforts to
limit damages to the other party and to resume its performance under this
Agreement. If a Force Majeure Event causes a party to fail to comply with its
obligations under this Agreement for 30 or more consecutive days, either party
may terminate this Agreement upon written notice, without liability. “Force
Majeure Event” means any event or circumstance (other than a party’s inability to
satisfy payment obligations) that is outside a party’s reasonable control, whether
or not foreseeable.
9.3. Notices. All notices, requests, consents, claims, demands, waivers, and other
communications under this Agreement (each, a “Notice”) must be in writing
(electronic mail sufficient) and sent to:
Veltrix: contact@netsky.ai
Customer: Contact identified in the Order
9.4. Severability. No Waiver. The invalidity or unenforceability of any provision of
this Agreement will not affect the validity or enforceability of any other provision
hereof and it is the intent and agreement of the parties that these Terms will be
deemed amended by modifying such provision to the extent necessary to render it
valid, legal, and enforceable while preserving its intent or, if such modification is
not possible, by substituting another provision that is legal and enforceable and
achieves the same objective. No failure or delay by either party in exercising any
right under the Terms will constitute a waiver of that right.
9.5. Assignment. This Agreement is not assignable or transferable by Customer
without Veltrix’s prior written consent. Veltrix may (without Customer’s prior
written consent) assign this Agreement, in whole, in connection with a merger,
acquisition, corporate reorganization, or sale of all or substantially all of such
party’s assets.
9.6. Service Providers. For the avoidance of doubt, Veltrix may engage third party
service providers to support its performance of this Agreement. Nevertheless,
Veltrix will remain responsible for compliance with this Agreement.
9.7. No Partnership. No agency, partnership, joint venture, or employment is
created as a result of this Agreement, and neither party has any authority of any
kind to bind the other party.
9.8. Governing Law and Dispute Resolution. These Terms and the Agreement as
a whole will be governed by the laws of the State of Delaware. All claims arising out
of or relating to these Terms or this Agreement will be brought exclusively in the
federal or state courts of Oakland County, Michigan, USA.
9.9. Anti-Corruption. Customer has not offered, promised, authorized, solicited, or
received any illegal or improper bribe, kickback, payment, gift, or thing of value
from an employee or agent of the other party in connection with this Agreement.
Reasonable gifts and entertainment provided in the ordinary course of business do
not violate the above restriction.
9.10. Entire Agreement. These Terms supersede all other agreements between
the parties relating to its subject matter. The parties expressly agree that any
different or additional terms set forth in any purchase order, vendor portal, code of
conduct, or other similar documentation provided by you will not apply between
the parties even if signed, acknowledged or accepted by Veltrix, unless Veltrix
specifically references this clause and waives its rights.
9.11. Changes to the Terms or Services. Veltrix may modify the Terms at any time,
at our sole discretion. If we do so, we will let you know either by posting the
modified Terms on our website or through other communications. If you continue
to use the Services after such change, you are indicating that you agree to the
modified Terms. We may also change or discontinue all or any part of the Services,
at any time and without notice or liability, at our sole discretion.
9.12. Contact. For questions, complaints, or claims you may have with regard to these Terms, contact us at contact@netsky.ai.
NetSky AI
838 Walker Road, Suite 21-2, Dover,
Kent County
19904 Delaware, United States
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