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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 theVeltrix product, and any products, tools, websites, and platforms associated with the product or Netsky,that leverages artificial intelligence technology for financial analyses and data visualization purposes(collectively, the “Services”).
By accepting these Terms, including by accessing, browsing, or otherwise using the Services, includingany products, websites, and platforms associated with the Services, you agree to the Terms, and anyother applicable policies applicable to your use of the Services, including the Privacy Policy, togetherwith any exhibits, addenda and any associated or accompanying ordering document or online order thatis entered into between you and Veltrix (“Order”) (collectively, “Agreement”), either on behalf of theentity for which you are acting (such as an employer) or, in the case of personal use of the Serviceswhere authorized, on behalf of yourself (“you,” “Customer”). You represent and warrant that you havefull legal authority to bind Customer to this Agreement and confirm Customer’s agreement to be party tothis 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 onbehalf of a Customer that is not yourself, your access is also subject to any additional agreementsbetween 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 UnitedStates or any of its territories or possessions. By accessing or using the Services, you represent andwarrant that you are of legal age to form a binding contract with the Company and meet all of theforegoing eligibility requirements. If you do not meet all of these requirements, you must not access oruse the Services.
By accepting these Terms, including by accessing, browsing, or otherwise using the Services, includingany products, websites, and platforms associated with the Services, you agree to the Terms, and anyother applicable policies applicable to your use of the Services, including the Privacy Policy, togetherwith any exhibits, addenda and any associated or accompanying ordering document or online order thatis entered into between you and Veltrix (“Order”) (collectively, “Agreement”), either on behalf of theentity for which you are acting (such as an employer) or, in the case of personal use of the Serviceswhere authorized, on behalf of yourself (“you,” “Customer”). You represent and warrant that you havefull legal authority to bind Customer to this Agreement and confirm Customer’s agreement to be party tothis 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 onbehalf of a Customer that is not yourself, your access is also subject to any additional agreementsbetween 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 UnitedStates or any of its territories or possessions. By accessing or using the Services, you represent andwarrant that you are of legal age to form a binding contract with the Company and meet all of theforegoing eligibility requirements. If you do not meet all of these requirements, you must not access oruse 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 subscriptionterm length set forth in the applicable Order or, with respect to early access features, the evaluationperiod set forth by Veltrix (“Order Term”), which, in the case of business use as authorized on anapplicable Order form, extends to employees, contractors, and other persons associated with theCustomer 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 applicableOrder 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 ormore intermediaries, controls, is controlled by, or under common control with such entity. As used in thisdefinition, “control” (including, with correlative meanings, “controlled by” or “under common controlwith”) means the possession, directly or indirectly, of the power to direct or cause the direction of themanagement and policies of such entity, whether through ownership of voting securities, by contract orotherwise.
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 itsAuthorized Users on the Services or uploaded to the Services by Customer or its Authorized Users(“Customer Content”) against accidental or unlawful loss, access, or disclosure, (b) identify reasonablyforeseeable and internal risks to security and unauthorized access, and (c) minimize security risks,including through regular risk assessments and testing
An Affiliate means, with respect to any entity, any other entity that, directly or indirectly through one ormore intermediaries, controls, is controlled by, or under common control with such entity. As used in thisdefinition, “control” (including, with correlative meanings, “controlled by” or “under common controlwith”) means the possession, directly or indirectly, of the power to direct or cause the direction of themanagement and policies of such entity, whether through ownership of voting securities, by contract orotherwise.
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 itsAuthorized Users on the Services or uploaded to the Services by Customer or its Authorized Users(“Customer Content”) against accidental or unlawful loss, access, or disclosure, (b) identify reasonablyforeseeable 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, andwill not encourage or assist third parties to: (i) reverse engineer, decompile, disassemble, or otherwiseattempt to discover the source code, object code, or underlying structure, ideas, know-how, oralgorithms relevant to the Services (except to the extent such a restriction is impermissible underapplicable law); (ii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise allowothers to access or use the Services; (iii) copy, modify, create derivative works of, or remove proprietarynotices from the Services; or (iv) use the Services for personal or other non-commercial purposesbeyond the scope of the license granted.
2.2. ConductRestrictions. While using the Services, you may not:
(a) Damage, disable, override, interfere with, or circumvent any aspect of the Services (including anysafety, integrity, or privacy filters, instructions, controls, safeguards, or other mechanisms offered by, aspart of, or with the Services);
(b) Interfere with the Services operation (e.g., by exceeding or trying to exceed load specifications or byusing 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 ofthe 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 repeatedlytransferring a seat to and from the same user(s) to avoid paying for the appropriate number of seatsneeded, or by sharing account credentials – each user account is personal to the user to whichit is issued);
(h) Scrape, data mine, or access the Services, or content (including third party content made availablethrough 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 humangenerated 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 anindividual or to make solely automated decisions about individuals which could have a legal or similarlysignificant effect; or
(l) act in bad faith.
2.3. AccountManagement and Customer Data.
(a) As part of the registration process for business use of the Services, and if consistent with anapplicable Order form, Customer will appoint one or more administrative users for Customer’s Veltrixaccount. Each administrative user has the authority to manage Customer’s Veltrix account, add orremove Authorized Users, approve purchases, and otherwise act on behalf of Customer for purposesrelating to the Services and these Terms
(b) Customer may enable Authorized Users to access and use the Services in accordance with any usermanuals, handbooks, and guides relating to the Services (“Documentation”) provided by Veltrix to theCustomer and any limitations in 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. Accountcredentials may not be shared or used by anyone other than the individual to whom they wereprovisioned. Customer is responsible for its Authorized Users’ compliance with these Terms, and allactivities of its Authorized Users. We reserve the right to withdraw or amend the Services, andDocumentation and related products, websites, and platforms associated with the Services, in our solediscretion without notice. We will not be liable if for any reason all or any part of the Services isunavailable at any time or for any period. From time to time, we may restrict access to some parts of theService, or the entire Service, to Customer and any users, including registered users.
(c) Customer is responsible for providing accurate and complete account information and maintainingthe accuracy and completeness of such information. Customer is responsible for maintaining controlover its Authorized Users’ accounts, including the confidentiality of usernames and passwords. Veltrixsupports login using two-factor authentication (“2FA”), which is known to reduce the risk ofunauthorized use of or access to secured platforms, such as the Services. Veltrix will not be responsiblefor any damages, losses, or liability to Customer, Authorized Users, or anyone else if any event leading tosuch 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 CustomerContent, personal information, financial data, and any other information uploaded by Customer(“Customer Data”) or access to Customer’s account(s) and Customer is responsible for ensuring that onlysanctioned individuals have access to the Customer Data in any of Customer’s accounts, which mayinclude Customer Data that is otherwise outside of the user’s access rights.
2.4 CustomerContent. Customer authorizes Veltrix and its service providers to use Customer Content forthe purpose of providing the Services and performing the activities contemplated by these Terms (suchas maintaining, securing, debugging, and otherwise performing quality control of the Services).
2.5. Feedback. Customer may voluntarily provide Veltrix feedback, comments, or suggestions concerningthe Services (collectively, “Feedback”). To the extent Customer provides Feedback, Customer herebygrants 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 withrespect to confidential information or intellectual property rights, to maintain, improve, develop, andenhance Veltrix’s products and services.
2.6. UsageData. Veltrix will have the right to collect and analyze data and other information relating tothe access, use, and performance of the Services (“Usage Data”) and Veltrix will be free (during and afterthe Order Term) to use Usage Data in de-identified and aggregated form to maintain, improve, andenhance Veltrix’s products or services. Examples of Usage Data include technical logs, metadata,telemetry data, and usage information about Customer Con
2.7. Reservation of Rights. As between the parties, Veltrix owns all right, title, and interest in theServices, Documentation, and any contents, features, and functionality related to the Services, includingany text, images, recommendations, predictions, analysis, or other content generated, created, orreturned by any artificial intelligence technologies, including systems, software, or processes thatperform tasks or make decisions or predictions using machine learning, deep learning, natural languageprocessing, or other forms of algorithmic or automated data analysis, as part of the Services (“AIOutput”) generated as part of the Services, and Customer owns all right, title, and interest in theCustomer Content. Except as expressly set forth in this Agreement, each party retains all right, title, andinterest in and to its intellectual property rights. All rights not expressly granted are reserved, and nolicense, 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 orprovide any other person with access to any part of the Services in breach of these Terms, your right touse the Services will stop immediately and you must, at our option, return or destroy any copies of thematerials you have made. No right, title, or interest in or to the Services or any content on the Services istransferred to you, and all rights not expressly granted are reserved by Veltrix. Any use of the Servicesnot expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark,and other laws.
2.8. Reliance on Services. The information presented through the Services, including any AI Output, ismade available solely for general information purposes. We do not warrant the accuracy, completeness,or usefulness of this information. Customer must not rely on AI Output as the sole basis for business,operational, compliance, personal, and/or other decisions and should independently verify any results.Customer acknowledges that it is solely responsible for evaluation of the AI Output provided as part ofthe Services and making informed business or personal decisions. We disclaim all liability andresponsibility arising from any reliance placed on such materials by the Customer, or by anyone who maybe informed of any of its contents.
2.2. ConductRestrictions. While using the Services, you may not:
(a) Damage, disable, override, interfere with, or circumvent any aspect of the Services (including anysafety, integrity, or privacy filters, instructions, controls, safeguards, or other mechanisms offered by, aspart of, or with the Services);
(b) Interfere with the Services operation (e.g., by exceeding or trying to exceed load specifications or byusing 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 ofthe 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 repeatedlytransferring a seat to and from the same user(s) to avoid paying for the appropriate number of seatsneeded, or by sharing account credentials – each user account is personal to the user to whichit is issued);
(h) Scrape, data mine, or access the Services, or content (including third party content made availablethrough 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 humangenerated 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 anindividual or to make solely automated decisions about individuals which could have a legal or similarlysignificant effect; or
(l) act in bad faith.
2.3. AccountManagement and Customer Data.
(a) As part of the registration process for business use of the Services, and if consistent with anapplicable Order form, Customer will appoint one or more administrative users for Customer’s Veltrixaccount. Each administrative user has the authority to manage Customer’s Veltrix account, add orremove Authorized Users, approve purchases, and otherwise act on behalf of Customer for purposesrelating to the Services and these Terms
(b) Customer may enable Authorized Users to access and use the Services in accordance with any usermanuals, handbooks, and guides relating to the Services (“Documentation”) provided by Veltrix to theCustomer and any limitations in 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. Accountcredentials may not be shared or used by anyone other than the individual to whom they wereprovisioned. Customer is responsible for its Authorized Users’ compliance with these Terms, and allactivities of its Authorized Users. We reserve the right to withdraw or amend the Services, andDocumentation and related products, websites, and platforms associated with the Services, in our solediscretion without notice. We will not be liable if for any reason all or any part of the Services isunavailable at any time or for any period. From time to time, we may restrict access to some parts of theService, or the entire Service, to Customer and any users, including registered users.
(c) Customer is responsible for providing accurate and complete account information and maintainingthe accuracy and completeness of such information. Customer is responsible for maintaining controlover its Authorized Users’ accounts, including the confidentiality of usernames and passwords. Veltrixsupports login using two-factor authentication (“2FA”), which is known to reduce the risk ofunauthorized use of or access to secured platforms, such as the Services. Veltrix will not be responsiblefor any damages, losses, or liability to Customer, Authorized Users, or anyone else if any event leading tosuch 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 CustomerContent, personal information, financial data, and any other information uploaded by Customer(“Customer Data”) or access to Customer’s account(s) and Customer is responsible for ensuring that onlysanctioned individuals have access to the Customer Data in any of Customer’s accounts, which mayinclude Customer Data that is otherwise outside of the user’s access rights.
2.4 CustomerContent. Customer authorizes Veltrix and its service providers to use Customer Content forthe purpose of providing the Services and performing the activities contemplated by these Terms (suchas maintaining, securing, debugging, and otherwise performing quality control of the Services).
2.5. Feedback. Customer may voluntarily provide Veltrix feedback, comments, or suggestions concerningthe Services (collectively, “Feedback”). To the extent Customer provides Feedback, Customer herebygrants 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 withrespect to confidential information or intellectual property rights, to maintain, improve, develop, andenhance Veltrix’s products and services.
2.6. UsageData. Veltrix will have the right to collect and analyze data and other information relating tothe access, use, and performance of the Services (“Usage Data”) and Veltrix will be free (during and afterthe Order Term) to use Usage Data in de-identified and aggregated form to maintain, improve, andenhance Veltrix’s products or services. Examples of Usage Data include technical logs, metadata,telemetry data, and usage information about Customer Con
2.7. Reservation of Rights. As between the parties, Veltrix owns all right, title, and interest in theServices, Documentation, and any contents, features, and functionality related to the Services, includingany text, images, recommendations, predictions, analysis, or other content generated, created, orreturned by any artificial intelligence technologies, including systems, software, or processes thatperform tasks or make decisions or predictions using machine learning, deep learning, natural languageprocessing, or other forms of algorithmic or automated data analysis, as part of the Services (“AIOutput”) generated as part of the Services, and Customer owns all right, title, and interest in theCustomer Content. Except as expressly set forth in this Agreement, each party retains all right, title, andinterest in and to its intellectual property rights. All rights not expressly granted are reserved, and nolicense, 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 orprovide any other person with access to any part of the Services in breach of these Terms, your right touse the Services will stop immediately and you must, at our option, return or destroy any copies of thematerials you have made. No right, title, or interest in or to the Services or any content on the Services istransferred to you, and all rights not expressly granted are reserved by Veltrix. Any use of the Servicesnot expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark,and other laws.
2.8. Reliance on Services. The information presented through the Services, including any AI Output, ismade available solely for general information purposes. We do not warrant the accuracy, completeness,or usefulness of this information. Customer must not rely on AI Output as the sole basis for business,operational, compliance, personal, and/or other decisions and should independently verify any results.Customer acknowledges that it is solely responsible for evaluation of the AI Output provided as part ofthe Services and making informed business or personal decisions. We disclaim all liability andresponsibility arising from any reliance placed on such materials by the Customer, or by anyone who maybe informed of any of its contents.
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 solelyresponsible for any bank fees, interest charges, finance charges, overdraft charges, and any other feesCustomer incurs as a result of the charges billed by Veltrix. If the Order automatically renews, Veltrix maychange the fees applicable to a renewal by providing Customer at least 45 days’ written notice of thenew fees before the end of the then-current Order Term. For clarity, any change in fees will not apply tothe then-current Order Term.
3.2. Payment. Unless otherwise specified in an Order or this Section, Customer will be invoiced monthlyor annually in advance, in accordance with the frequency and timing as set forth in the applicable Orderform, with full payment due 30 days from the date of the applicable invoice. If Customer purchases itssubscription online, fees are due at the time of purchase. Unpaid amounts are subject to a financecharge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever islower. In the event that Customer fails to pay the full amount owed under an Order, Veltrix may limitCustomer’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 anyinterest and penalties) in connection with this Agreement that are imposed on that party by law. ForCustomer, 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 anydeduction or withholding. If any such deduction or withholding (including cross-border withholdingtaxes) is required by law, Customer will pay such additional amounts as are necessary so that the netamount received by Veltrix after such deduction or withholding will be equal to the full amount thatVeltrix would have received if no deduction or withholding had been required. Each party will usecommercially reasonable efforts to work with the other party to help obtain, reduce, or eliminate anynecessary withholding, deduction, or royalty tax exemptions where applicable.
3.2. Payment. Unless otherwise specified in an Order or this Section, Customer will be invoiced monthlyor annually in advance, in accordance with the frequency and timing as set forth in the applicable Orderform, with full payment due 30 days from the date of the applicable invoice. If Customer purchases itssubscription online, fees are due at the time of purchase. Unpaid amounts are subject to a financecharge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever islower. In the event that Customer fails to pay the full amount owed under an Order, Veltrix may limitCustomer’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 anyinterest and penalties) in connection with this Agreement that are imposed on that party by law. ForCustomer, 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 anydeduction or withholding. If any such deduction or withholding (including cross-border withholdingtaxes) is required by law, Customer will pay such additional amounts as are necessary so that the netamount received by Veltrix after such deduction or withholding will be equal to the full amount thatVeltrix would have received if no deduction or withholding had been required. Each party will usecommercially reasonable efforts to work with the other party to help obtain, reduce, or eliminate anynecessary withholding, deduction, or royalty tax exemptions where applicable.
4. Confidentiality.
4.1. Confidential Information. Veltrix may disclose proprietary or non-public, confidential, or proprietarybusiness, technical, financial, or other information in anticipation of this Agreement or during the termof this Agreement (“Confidential Information”) to the Customer. Confidential Information of Veltrixexpressly includes, but is not limited to, non-public information regarding features, functionality, andperformance 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 anyConfidential Information for any purpose other than as expressly authorized by Veltrix. Customer agreesto take all reasonable measures to protect the confidentiality and avoid the unauthorized disclosure ofVeltrix’s Confidential Information. Customer will ensure that its employees, contractors, Affiliates,agents, or professional advisors (“Representatives”) are subject to confidentiality obligations that are noless 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 destroyall materials containing Confidential Information, including all copies, notes, or other embodimentsthereof.
Customer acknowledges that any breach of this provision may cause irreparable harm to Veltrix forwhich monetary damages may be inadequate, and Veltrix shall be entitled to seek injunctive relief, inaddition to any other remedies available at law or in equity. With respect to each Order, the obligationsset forth herein will survive for the duration of the Order Term and five years following the expiration ortermination of such Order.
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 anyConfidential Information for any purpose other than as expressly authorized by Veltrix. Customer agreesto take all reasonable measures to protect the confidentiality and avoid the unauthorized disclosure ofVeltrix’s Confidential Information. Customer will ensure that its employees, contractors, Affiliates,agents, or professional advisors (“Representatives”) are subject to confidentiality obligations that are noless 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 destroyall materials containing Confidential Information, including all copies, notes, or other embodimentsthereof.
Customer acknowledges that any breach of this provision may cause irreparable harm to Veltrix forwhich monetary damages may be inadequate, and Veltrix shall be entitled to seek injunctive relief, inaddition to any other remedies available at law or in equity. With respect to each Order, the obligationsset forth herein will survive for the duration of the Order Term and five years following the expiration ortermination of such Order.
5. Warranties.
5.1. Customer Warranties. Customer represents and warrants to the other that: (a) this Agreement hasbeen duly executed and delivered and constitutes a valid and binding agreement enforceable againstCustomer in accordance with its terms; (b) the execution, delivery, and performance of this Agreementby Customer does not violate the terms or conditions of any other agreement to which it is a party or bywhich it is otherwise bound or require authorization or approval from any third party; (c) it will performits rights and obligations under this Agreement in accordance with applicable law; and (d) it owns or hasobtained and will maintain all rights, licenses, consents, and permissions necessary for Company’s lawfuluse, hosting, processing, display, and distribution of Customer Content and Customer Content does notand will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or otherrights of any third party.
5.2. DISCLAIMER. VELTRIX MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHEREXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTERWHATSOEVER RELATING TO THIS AGREEMENT. VELTRIX EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIESOF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, ANDNON-INFRINGEMENT. APPLICATIONS AND MATERIALS THAT ARE DEVELOPED OR OTHERWISE PROVIDEDBY A PARTY OTHER THAN VELTRIX, INCLUDING DESIGN FILES, PLUGINS, COMPONENT LIBRARIES,SERVICES, PRODUCTS, PLATFORMS, INTEGRATIONS, AND CODE COMPONENTS (“NON-VELTRIXRESOURCES”) ARE PROVIDED BY THIRD PARTIES, NOT VELTRIX, AND ANY USE OF NON-VELTRIXRESOURCES IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD-PARTY PROVIDER. VELTRIXDOES NOT WARRANT OR SUPPORT, AND WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY OF ANY KINDFOR, NON-VELTRIX RESOURCES. IF YOU DECIDE TO ACCESS ANY OF THE THIRD-PARTY RESOURCES LINKEDTO THE SERVICES, YOU DO SO ENTIRELY AT YOUR OWN RISK AND SUBJECT TO THE TERMS ANDCONDITIONS OF USE FOR SUCH THIRD-PARTY RESOURCES.
WITHOUT LIMITATION TO THE FOREGOING, VELTRIX PROVIDES NO WARRANTY OR UNDERTAKING, ANDMAKES 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 PERFORMANCEOR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BECORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES ORTHE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THEABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
5.2. DISCLAIMER. VELTRIX MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHEREXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTERWHATSOEVER RELATING TO THIS AGREEMENT. VELTRIX EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIESOF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, ANDNON-INFRINGEMENT. APPLICATIONS AND MATERIALS THAT ARE DEVELOPED OR OTHERWISE PROVIDEDBY A PARTY OTHER THAN VELTRIX, INCLUDING DESIGN FILES, PLUGINS, COMPONENT LIBRARIES,SERVICES, PRODUCTS, PLATFORMS, INTEGRATIONS, AND CODE COMPONENTS (“NON-VELTRIXRESOURCES”) ARE PROVIDED BY THIRD PARTIES, NOT VELTRIX, AND ANY USE OF NON-VELTRIXRESOURCES IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD-PARTY PROVIDER. VELTRIXDOES NOT WARRANT OR SUPPORT, AND WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY OF ANY KINDFOR, NON-VELTRIX RESOURCES. IF YOU DECIDE TO ACCESS ANY OF THE THIRD-PARTY RESOURCES LINKEDTO THE SERVICES, YOU DO SO ENTIRELY AT YOUR OWN RISK AND SUBJECT TO THE TERMS ANDCONDITIONS OF USE FOR SUCH THIRD-PARTY RESOURCES.
WITHOUT LIMITATION TO THE FOREGOING, VELTRIX PROVIDES NO WARRANTY OR UNDERTAKING, ANDMAKES 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 PERFORMANCEOR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BECORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES ORTHE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THEABOVE 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 ofor relating to your violation of these Terms or an 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 asexpressly authorized in these Terms, or your use of any information obtained from the Services.
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 OTHERTHEORY OF LIABILITY), WILL VELTRIX, ITS AFFILIATES AND ITS OR THEIR CONTRACTORS, EMPLOYEES,AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS (COLLECTIVELY, ITS “VELTRIXREPRESENTATIVES”), BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OREXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR USE OR COST OF COVER) ARISING OUTOF OR RELATING TO THIS AGREEMENT OR THE USE OF OR THE INABILITY TO USE THE SERVICES, EVEN IFSUCH 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 OTHERTHEORY OF LIABILITY), WILL VELTRIX’S OR VELTRIX’S REPRESENTATIVES’ TOTAL LIABILITY FOR ANY ANDALL DAMAGES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USEOF OR THE INABILITY TO USE THE SERVICES, EXCEED, IN THE MAXIMUM AGGREGATE, THE FEES PAIDAND PAYABLE TO VELTRIX UNDER THE CUSTOMER’S APPLICABLE ORDER IN THE TWELVE-MONTH PERIODPRIOR TO THE DATE ON WHICH THE DAMAGE OCCURRED.
7.3. INGENERAL. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OFLIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THISAGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BYVELTRIX TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THEPARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OFTHIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 7 WILL APPLY TO THE MAXIMUM EXTENT NOTPROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITEDREMEDY IN THIS AGREEMENT.
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 OTHERTHEORY OF LIABILITY), WILL VELTRIX’S OR VELTRIX’S REPRESENTATIVES’ TOTAL LIABILITY FOR ANY ANDALL DAMAGES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USEOF OR THE INABILITY TO USE THE SERVICES, EXCEED, IN THE MAXIMUM AGGREGATE, THE FEES PAIDAND PAYABLE TO VELTRIX UNDER THE CUSTOMER’S APPLICABLE ORDER IN THE TWELVE-MONTH PERIODPRIOR TO THE DATE ON WHICH THE DAMAGE OCCURRED.
7.3. INGENERAL. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OFLIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THISAGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BYVELTRIX TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THEPARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OFTHIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 7 WILL APPLY TO THE MAXIMUM EXTENT NOTPROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITEDREMEDY 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 Orderentered into between the parties and will continue until all Orders hereunder expire or until terminatedin accordance with this Section 8, whichever happens first.
8.2 Termination. Veltrix may terminate an individual Order or this Agreement upon written notice to theCustomer, if the Customer breaches this Agreement and such breach is incapable of cure, or with respectto a breach capable of cure, the breaching party does not cure such breach within 30 days of receivingnotice of it. Veltrix may terminate or suspend an individual Order or this Agreement upon written noticeto the Customer without a cure period if (a) the Customer breaches any of the terms relating to suchparty’s intellectual property rights or Confidential Information, or (b) if the Customer becomes thesubject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership,liquidation, or assignment for the benefit of creditors.
8.3. Effectof 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 otherongoing Orders. If this Agreement or any Order is terminated for a breach of this Agreement, Customerwill not receive a refund and will pay all fees as if the Order had not been terminated. Upon anytermination, to the extent permitted by applicable law, Veltrix will make all Customer Content then heldby Veltrix pursuant to the applicable Order available to Customer for electronic retrieval for a period of30 days, but thereafter Veltrix will delete or retain any stored Customer Content. The following sectionsof this Agreement will survive any expiration or termination of this Agreement: 2, 4, 5.3, and 7-9.
8.2 Termination. Veltrix may terminate an individual Order or this Agreement upon written notice to theCustomer, if the Customer breaches this Agreement and such breach is incapable of cure, or with respectto a breach capable of cure, the breaching party does not cure such breach within 30 days of receivingnotice of it. Veltrix may terminate or suspend an individual Order or this Agreement upon written noticeto the Customer without a cure period if (a) the Customer breaches any of the terms relating to suchparty’s intellectual property rights or Confidential Information, or (b) if the Customer becomes thesubject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership,liquidation, or assignment for the benefit of creditors.
8.3. Effectof 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 otherongoing Orders. If this Agreement or any Order is terminated for a breach of this Agreement, Customerwill not receive a refund and will pay all fees as if the Order had not been terminated. Upon anytermination, to the extent permitted by applicable law, Veltrix will make all Customer Content then heldby Veltrix pursuant to the applicable Order available to Customer for electronic retrieval for a period of30 days, but thereafter Veltrix will delete or retain any stored Customer Content. The following sectionsof this Agreement will survive any expiration or termination of this Agreement: 2, 4, 5.3, and 7-9.
9. Miscellaneous.
9.1. Affiliates. A Customer Affiliate may enter into an Order under this Agreement and, in such case, byentering into the Order, the Affiliate agrees to be bound by the terms and conditions of this Agreementwith respect to such Order and such Affiliate will be considered to be a Customer, as such term is usedherein, with respect to such Order. This Agreement is intended for the benefit of the parties who haveentered into an Order under this Agreement and their respective permitted successors and assigns, andis 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 partyexperiencing 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 effortsto limit damages to the other party and to resume its performance under this Agreement. If a ForceMajeure Event causes a party to fail to comply with its obligations under this Agreement for 30 or moreconsecutive 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 satisfypayment 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 un enforceability 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 thisAgreement, 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 thisAgreement 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 supersedes 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
9.2. Force Majeure. Neither party will have any liability for failures or delays resulting from that partyexperiencing 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 effortsto limit damages to the other party and to resume its performance under this Agreement. If a ForceMajeure Event causes a party to fail to comply with its obligations under this Agreement for 30 or moreconsecutive 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 satisfypayment 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 un enforceability 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 thisAgreement, 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 thisAgreement 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 supersedes 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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