These terms and conditions (“Terms”) apply to your, or the business entity which you represent (“you” or “your”), (a) access to and use of our software-as-a-service products, including Veriato IRM (“SaaS Product”) and/or (b) access, use, and installation of our on-premise products, including Cerebral (“On-Premise Product”), each a “Service” and collectively, the “Services” made available by Veriato Inc. (“Veriato”, “we”, “our” or “us”).
THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU, AND/OR ANY OTHER AUTHORIZED USER (AS DEFINED BELOW) USING THE SERVICES. BY CLICKING “I ACCEPT” OR BY USING THE SERVICES, YOU AGREE TO THESE TERMS. YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS BEFORE USING THE SERVICES. THE INSTALLATION, ACCESS, OR USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT INSTALL, ACCESS, OR USE THE SERVICES.
We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Services, are hereby incorporated by reference, and, to the extent there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for the applicable Service.
Veriato reserves the right to make updates to these Terms at any time by publishing the revised terms on the Veriato websites. The revised terms will become effective within thirty (30) days of such publication, unless you expressly accept the revised terms earlier by agreeing to such revised terms. Your express acceptance or your continued use of the Services after expiry of the notice period of thirty (30) days, will constitute your acceptance to be bound by the terms and conditions of the updated terms. Veriato reserves the right to change any element of these Terms from time to time and such changes shall become effective either within thirty (30) days of publication of the revised version on the Veriato website (unless you expressly accept the revised terms earlier), or within the timeframe set out in the applicable terms, if different.
1 Eligibility and Use Restrictions
(a) Authorization. If you use our Services on behalf of another person or entity you represent that you are authorized to accept these Terms on that person’s or entity’s behalf.
(b) Jurisdiction. You may only use our Services in jurisdictions authorized by Veriato. Use of our Services is currently authorized only in the United States or as otherwise set forth in any Supplemental Terms.
(c) Use and Sharing. Our Services are provided to you only for your internal business use and not for the benefit or use of any third party. Veriato will enable you to designate authorized individuals (“Authorized Users”) to use our Services, and only Authorized Users may use our Services. You will be solely responsible for your Authorized Users and their activity in connection with the Services.
2 Your Information
You consent to providing certain information to Veriato in connection with your access or use of our Services, and our collection of certain information about you when you access or use our Services. You have collected all necessary rights and consents for Veriato to collect, access, and use such information. You agree to receive emails, SMS or text messages, and other types of communication from Veriato via the Services using the email address or other contact information you provide in connection with the Services.
For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.
3 Accounts
Authorized Users must create accounts in order to use some or all of our Services. You will ensure that your Authorized Users (a) do not share their account credentials, (b) provide accurate account information and promptly update this information if it changes, and (c) use a strong password for their account that is unique to our Services and not used by that Authorized User in any other website or online service. You will maintain the security of any accounts created by your Authorized Users. If you discover or suspect that someone has accessed the account of one of your Authorized Users without permission, you will promptly notify us. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.
To protect your account security, you must ensure that your Authorized Users log into their accounts at least once every thirty (30) days. If your Authorized Users do not log-in according to this minimum schedule, recording of your data will be temporarily suspended. Should recording of data be suspended, you can reactivate recording by logging-in to the web portal and reactivating service.
4 Prohibited Conduct
(a) You will not use our Services if you are not eligible to use our Services in accordance with Section 1 and will not use our Services other than for their intended purpose. Further, you will not and you will prohibit your Authorized Users from, in connection with our Services:
- Violating any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
- Engaging in any harassing, threatening, intimidating, predatory, or stalking conduct;
- Using or attempting to use another user’s account or information without authorization from that user and Veriato;
- Selling, transferring, distributing, or reselling our Services;
- Lending, renting, leasing or sub-licensing the Services, in any form, to any other third party for any purpose, unless authorized by these Terms;
- Copying, reproducing, distributing, publicly performing, or publicly displaying all or portions of our Services, except as expressly permitted by us or our licensors;
- Modifying our Services, removing any proprietary rights notices or markings, or otherwise making any derivative works based upon our Services;
- Using our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;
- Reverse engineering any aspect of our Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services or engage or participate with any third party to manufacture, duplicate, deliver, transfer, pirate, translate, decompile, disassemble, or otherwise reverse engineer the Services;
- Using any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services except in accordance with instructions contained in our robot.txt file and only to compile for search results, provided that Veriato grants to the operators of public search engines permission to use spiders to copy materials from the Services for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Veriato reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;
- Developing or using any applications or software that interact with our Services without our prior written consent;
- Sending, distributing, or posting spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
- Linking to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by Veriato; or
- Using our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
(b) Enforcement of this Section 4 is solely at Veriato’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.
5 Terms of Sale
All purchases or other transactions initiated through the Services are governed by the applicable quote or invoice, which will have been separately mutually-agreed upon between us and you (“Purchase Document”).
We will consider requests for refunds on a case by case basis and in accordance with the terms of our Refund Policy. We are not responsible if you experience an issue with the Services due to your anti-virus software. In such instances, we recommend contacting your anti-virus software provider for assistance.
6 Subscription
Your purchase of the Services may require enrollment in a payment plan involving automatic renewal (a “Recurring Subscription”). If you purchase such a Service, you authorize us to maintain your account information and charge that account automatically upon the renewal with no further action required by you. The length of your Recurring Subscription will be indicated on your Purchase Document. Your Recurring Subscription will automatically renew unless you cancel it. In the event that we are unable to charge your account as authorized by you when you enrolled in a Recurring Subscription, we may in our sole discretion (a) bill you for the Services provided and suspend your access to the Services until payment is received or (b) seek to update your account information through third-party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you. You may cancel your subscription through your account.
We may change the prices charged for Recurring Subscriptions at any time by posting updated pricing through the Services; provided, however, that the prices for your Recurring Subscription will remain in force for the duration of the subscription period for which you have paid. After that period ends, your use of the applicable Services will be charged at the then-current subscription price. If you do not agree to these price changes, you must cancel your Recurring Subscription at least ten days before the changes take effect. If you do not cancel, your Recurring Subscription will automatically renew at the then-current price at the time of renewal and for the same duration as the initial subscription term, and we will charge your on-file payment card or method on the first day of the renewal of the subscription term.
7 Ownership; Limited Access & License
(a) Ownership
The Services, including the text, graphics, images, photographs, videos, illustrations, software programs, whether in basic code or usable form, certificates of authenticity, security devices and associated documentation, regardless of form or media, are owned exclusively by Veriato or our licensors and are protected under both United States and foreign laws. You have no right or license with respect to the Services except as expressly licensed under this Section 7 or the applicable third-party license, in each case subject to your compliance with these Terms and your payment of all applicable fees. All other rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors.
(b) License Grant to SaaS Products
Subject to your compliance with these Terms and your payment of all applicable fees, you will have the right to access and use our SaaS Products solely for your benefit in the ordinary course of your business operations. Any use of the SaaS Products other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.
(c) License Grant to On-Premise Products
Subject to your compliance with these Terms and your payment of all applicable fees, Veriato hereby grants you a limited, nonexclusive, nontransferable, non-sublicensable (except as set forth below) license to reproduce, use, and modify our On-Premise Products on the number of devices set forth in your applicable Purchase Document, solely for your benefit in the ordinary course of your business operations. A valid license must be purchased for each device on which the On-Premise Products is installed.
Your installation and use of the On-Premise Products will be in accordance with all local, state and federal laws governing the monitoring of device activity and usage.
You will install the On-Premise Products ONLY on a device that is owned by you or on a device which you have been given explicit permission by the device owner for such installation.
(d) Services Requirements
YOU WILL INFORM ANY PERSON(S) WHO USE A DEVICE WITH THE SERVICES THAT THE SERVICES ARE IN USE ON SUCH DEVICE. FAILURE TO COMPLY MAY RESULT IN YOU BREAKING STATE AND FEDERAL LAWS. YOU UNDERSTAND AND AGREE THAT YOU WILL BE RESPONSIBLE FOR ANY LEGAL COSTS INCURRED BY VERIATO THAT RESULT FROM YOUR IMPROPER OR ILLEGAL USE OF THE SERVICES.
(e) Services Specifications
You may visit our help page for more information on the Services at http://help.veriato.com.
8 Audit Right & Obligations
Veriato reserves the right to audit your use of the Services from time to time, suspend service to any account if it reasonably suspects that you have breached these Terms, and audit your compliance with your obligations upon termination of these Terms set forth in Section 18 (Term and Termination). If Veriato suspends an account, Veriato reserves the right to assess an applicable fee for re-connection.
You will use all reasonable efforts to protect the Services from unauthorized use, modification, reproduction, distribution, or publication and to promptly report any unauthorized use, modification, reproduction, distribution, or publication to Veriato.
9 Trademarks
Veriato and our logos, product or service names, slogans, and the look and feel of the Services, including but not limited to Interguard, Laptop Cop, and Ransomsafe, are trademarks of Veriato and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
10 Feedback
You may voluntarily submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Veriato or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback or Services, or to improve or develop new products, services, or the Services in Veriato’s sole discretion. Veriato will exclusively own all improvements to, or new, Veriato products, services, or Services based on any Feedback. You understand that Veriato may treat Feedback as nonconfidential.
11 Third-Party Content
(a) Our Services rely on or interoperate with third-party products and services, including, without limitation, data storage services, communications technologies, IoT platforms, third-party app stores, and internet and mobile operators (collectively, “Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that, (i) the use and availability of the Services is dependent on third-party product vendors and service providers and (ii) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that our Services operate.
(b) Specifically, certain items of independent, third-party code may be utilized in connection with the Services that may be subject to open-source licenses (“Open-Source Software”). The Open-Source Software is licensed to us under the terms of the license that accompanies such Open-Source Software and may be licensed to you under the terms of the same license or through other terms. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software.
(c) We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.
(d) We have no obligation to monitor Third-Party Materials or Third-Party Content, and we may block or disable access to any Third-Party Materials or Third-Party Content (in whole or part) through our Services at any time. Your access to and use of such Third-Party Content or Third-Party Materials may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Materials). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.
12 Indemnification
To the fullest extent permitted by applicable law you will indemnify, defend and hold harmless us and our officers, directors, agents, partners, employees, and affiliates (individually and collectively, the “Veriato Parties”), at your expense, from and against any losses, liabilities, claims, demands, damages, expenses or costs resulting from a third-party claim, suit, action, or proceeding (each, an “Action“) arising out of or related to:
- use of the Services by you or your Affiliates,
- your or your affiliates’ noncompliance with or breach of these Terms,
- your or your Affiliates’ use of Third-Party Products or Third-Party Content,
- your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights), or
- the unauthorized use of the Services by any other person using your information.
We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
13 Warranty and Disclaimer of Warranties
(a) Performance Warranty
We warrant that: (i) the Services will be provided in a manner consistent with generally accepted industry standards, and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Services; provided however, this warranty does not apply to Services offered in beta or free of charge.
In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity (the “Remedy Period”), then either party may terminate these Terms by providing the other party written notice within thirty (30) days after the end of the Remedy Period. If you terminate these Terms for this reason, we will promptly refund any prepaid but unused fees covering use of the Services after termination in accordance with Section 18 (Term and Termination) of these Terms.
We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (x) any combination of the Services with any hardware, software, equipment, or data not provided by us, (y) modification of the Services by anyone other than us, or modification of the Services by us in accordance with specifications or instructions that you provided, or (z) use of the Services in violation of or outside the scope of these Terms.
THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
(b) DISCLAIMER OF WARRANTIES
EXCEPT AS SET FORTH IN THE ‘PERFORMANCE WARRANTY’ IN SECTION 13(A), WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICES AND ANY CONTENT OR MATERIALS PROVIDED THEREIN OR THEREWITH (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS), DATA SYNCED TO OR MADE AVAILABLE FROM THE SERVICES, VERIATO CONTENT. APPLICATION PROGRAMMING INTERFACES (APIS) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SERVICES, VERIATO CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS) ARE MADE FOR THE BENEFIT OF VERIATO, VERIATO PARTIES, AND VERIATO’S RESPECTIVE SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS, AS WELL AS THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
14 Limitation of Liability
(a) No Indirect Damages
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL VERIATO OR ITS AFFILIATES BE LIABLE UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOUR USE OF SERVICES OFFERED IN BETA OR FREE OF CHARGE.
(b) Limitation of Liability
IF VERIATO OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO YOU, YOUR AFFILIATES OR ANY THIRD PARTY, YOU AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
(c) Third Party Products
WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THESE TERMS.
(d) Agreement to Liability Limit
YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.
15 Modifying and Terminating Our Services
We reserve the right to modify our Services or to suspend or terminate providing all or part of our Services at any time; charge, modify, or waive any fees required to use the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. We are not responsible for any loss or harm related to your inability to access or use our Services. You are obligated to pay in full for your use of the Services up to and including the last day on which we provide the Services to you.
16 Storage of Recorded Data
The Services include the storage of data that is recorded following collection, as further described in the applicable help page. If you desire to have your data remain on Veriato’s servers for a longer period of time, you can purchase additional data storage at Veriato’s then-current prices. Should your data storage requirements exceed the amounts set forth in your applicable Purchase Document, Veriato reserves the right to, at Veriato’s discretion, bill you for your additional storage, or deleting excess data.
You agree that Veriato cannot be held liable in any way for the loss of recorded data.
17 Privacy
Veriato’s privacy obligations are set forth in the Data Protection Addendum attached hereto.
18 Term and Termination
These Terms will become effective upon the date that you receive the Services and shall remain in full force and effect for the duration of your use of the Services. You may terminate these Terms at any time by cancelling your Recurring Subscription from within your account, but you will be responsible for the payment obligations for the remaining term of your then-current Recurring Subscription. These Terms and your rights pursuant to the applicable license grant will terminate automatically without notice from Veriato if you fail to comply with any provision of these Terms. Upon termination for any reason, you agree to destroy or purge all copies of the Services and accompanying original materials. Veriato will automatically charge your payment information on file unless you have already cancelled or renewed your Recurring Subscription. If you opt to cancel your Recurring Subscription, these Terms will be terminated and your account will be canceled. Notwithstanding any termination of these Terms, the following sections of these Terms will remain in effect, as well as any other rights and obligations under these Terms which by their nature should survive: Sections 2, and 7 – 20.
19 Confidentiality
In the event that you and Veriato have entered into a non-disclosure agreement, the terms of such agreement will apply to any confidential information that is shared between the parties. If no such agreement has been entered into, the following confidentiality obligations will apply.
“Confidential Information” means all nonpublic information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party will: (a) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, (c) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Services and except for your Veriato Services partner bound by confidentiality obligations), and (d) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information.
Notwithstanding the foregoing, Veriato may generate, collect, store, use, transfer, and/or disclose to third parties information gathered, prepared, computed, originated, or stored by Veriato relating to the use or provision of the Services, including any automated logs relating to the use or provision of the Services (“Analytics Data”) to monitor, improve, and support the Services and for any other commercial purposes. Analytics Data may include information derived from or based on user data provided that any such data does not identify or cannot be used to identify a specific individual.
20 Miscellaneous
(a) Force Majeure
Veriato will not be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage; government restrictions; pandemic; or other event outside the reasonable control of Veriato. Veriato will use reasonable efforts to mitigate the effect of a force majeure event.
(b) Actions Permitted
Except for breach of your proprietary rights, no action, regardless of form, arising out of or relating to these Terms may be brought by you more than one (1) year after the cause of action has accrued.
(c) Compliance with Laws
We will comply with all U.S. state and federal laws (where applicable) in our provision of the Services and our obligations in the Data Protection Addendum. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
You will comply with all applicable laws in your use of the Services, including any applicable export laws.
You must comply with all applicable laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury in your use and receipt of the Subscription Service and Consulting Services.
You will not directly or indirectly export, re-export, or transfer the Services to prohibited countries or individuals or permit use of the Services by prohibited countries or individuals.
You acknowledge that, in certain countries or states, you may be required to inform any third party that the device they are using is installed with the Services and that their usage is subject to monitoring and recording. It is your responsibility to determine such applicable laws.
(d) Export Law Assurances
You may not use or otherwise export or re-export the Services except as authorized by United States and other countries’ laws. In particular, but without limitation, the Services may not be exported or re-exported (i) into (or to a national or resident of) any country subject to a United States embargo or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders. By using the Services, you represent and warrant that you are not located in, under control of, or a national or resident of any such country on any such list. In the event that Veriato receives information that the Services have been transferred to or are being used by an unauthorized third party, then Veriato will have the right to automatically and at its discretion terminate these Terms and your rights associated herein.
(e) Severability
If any part of these Terms is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.
(f) Notices To Veriato
Notices to Veriato will be sent to 700 South Rosemary Ave. Suite 204-144. West Palm Beach, FL 33401 and will be deemed delivered as of the date of actual receipt.
(g) Notices To you
We may give electronic notices by general notice via the Services and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Services. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
(h) Entire Agreement
These Terms including each Purchase Document is the entire agreement between you and us for the Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We hereby object to and reject any additional or different terms proposed by you, including those contained in any purchase order, acceptance, supplier portal, or website. Our obligations are not contingent on the delivery of any future functionality or features of the Services or dependent on any oral or written comments made by us regarding future functionality or features of the Services.
(i) Governing Law, Jurisdiction And Venue
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, notwithstanding any conflict of laws provisions to the contrary. Any controversy or claim arising out of or relating to these Terms with potential damages equal to or below the amount in controversy allowable in small claims court will be adjudicated in small claims court, provided that, if the controversy or claim could have damages in excess of the amounts allowable in small claims court, it will be subject to the arbitration process described in this Section. If the claim exceeds the limits of small claims, then resolution of a claim or controversy shall be limited to arbitration in accordance with the Arbitration Rules of the American Arbitration association or JAMS. The place of arbitration or the venue of any small claims court case shall be limited to the city of West Palm Beach, Florida and when applicable, use Delaware governing law. The prevailing party in any such legal claim, whether in a court or by arbitration, will be entitled to recover its full legal costs from the losing party. If any claim is filed outside of the city of West Palm Beach Florida, Veriato will be entitled to recover its full legal costs from you in order to transfer the case to the stated venue.
(j) Assignment
You will not assign or transfer these Terms without our prior written consent, except that you may assign these Terms to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign these Terms to any Veriato affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
(k) No Third Party Beneficiaries
Nothing in these Terms, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of these Terms.