End User Agreement
This “End User Agreement” or “Agreement” is made between Vero Technologies, Inc. (“Vero”) and the End User (defined below) and govern the End User’s use of the Services (each as defined below).
“End User” means a person or entity that accepts and agrees to this Agreement as of the earlier date (“Start Date”) where such person or entity either clicks a box indicating its acceptance of this Agreement or uses the Services.
Vero reserves the right to modify or update this Agreement in its sole discretion, the effective date of such updates and/or modifications will be the earlier of: (i) 30 days from the date of such update or modification; or (ii) End User’s continued use of the Services.
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES. THE SERVICES IS INTENDED FOR THE END USER AND ITS AUTHORIZED USERS ONLY AND ARE NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT AND THIS AGREEMENT APPLIES TO SUCH ENTITY WHICH IS DEEMED THE END USER.
If End User and Vero have executed a written agreement governing End User’s access to and use of the Services as an End User, then the terms of such signed agreement will govern and will supersede this Agreement.
Upon the Start Date, End User will connect the Services to at least one Agent service, via an API integration, in order to transfer End User Data to Vero for the purposes of making such End User Data available to End User's Service Provider (i.e., Vero's Customer).
DEFINITIONS
"Affiliate" means, with respect to an entity, any entity or person which directly or indirectly controls, is controlled by, or is under common control with that entity.
"Agent" means any third party with which End User has a license that transfers End User Data to Vero on behalf, or at the direction, of End User.
"Aggregated Statistics" means aggregate and anonymized data and information derived from Customer Data and/or End User Data that is used by Vero for internal business purposes including to provide, develop and improve the Services. Aggregated Statistics are not Customer Data or End User Data.
"API(s)" means any application programming interface.
"Beta Features" means any Services features, functionality or services which Vero may make available to Customer to try at no additional cost, and which is designated as beta, trial, non-production or another similar designation.
"Documentation" means the written or online user manuals, help files, specification sheets, or other documentation regarding the Services made available by Vero.
"End User Data" means any data transferred to Vero by End User itself via the Services for the benefit of Customer, and/or by Customer, acting on behalf of an End User, which may consist of, but is not limited to, End User Personal Data (including information received by Vero from Partner Applications licensed by End Users), User login information, names, e-mail addresses, phone numbers, physical or mailing addresses, transactional and account information.
"Vero Integration(s)" means any Vero API integration that integrates a Partner Application and Customer Application with the Services, which is made available by Vero during the Term to End Users and Customer.
"Partner" means a third-party accounting software solution provider used by End User.
"Service(s)" means Vero’s proprietary Software-as-a-Service solution for onboarding platforms and Vero’s proprietary Vero Wallet solution for user data security, which includes the Software, Documentation, and all modifications, updates, and upgrades as well as derivative works to each of the foregoing.
"Service provider" means End User’s vendor that requires access to End User Data in order to deliver its products or service to the End User.
"Software" means the software that Vero develops and maintains in order to provide the Service, and all modifications, updates, upgrades thereto and derivative works thereof.
"Term" means the period of time commencing on the Start Date and continuing for so long as the End User maintains at least one API connection between an Agent’s service and the Service.
"Users" means individuals or entities that are authorized by Customer to use the Service.
1. ACCESS TO AND USE OF THE SERVICE
1.1 Right to Access and Use Services. Vero grants End User a royalty-free, nonexclusive, nontransferable, worldwide right during the Term to internally use the Services in accordance with the Documentation and this Agreement.
1.2 Restrictions. End User will not: (i) access (or allow a third party to access) the Services in order to benchmark, or monitor the availability, security, performance, or functionality of the Services, for any competitive purposes without Veros express written consent; (ii) rent, lease or otherwise permit third parties (or other persons not authorized by this Agreement) to use the Services; (iii) use the Services to provide services to third parties (e.g., End User cannot use the Services as a service bureau); (iv) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Services, or any of their components; (v) circumvent or disable any security or other technological features or measures of the Services or use the Services in a manner that Vero reasonably believes poses a threat to the security of Vero-controlled computer systems; or (vi) use the Services to conduct any fraudulent, malicious, or illegal activities (each of (i) through (vi), a "Prohibited Use"). ").
1.3 Beta Features. Beta Features made available by Vero are provided to End User for testing purposes only. Vero makes no commitments to provide Beta Features in any future versions of the Services. End User is not obligated to use Beta Features. Vero may immediately and without notice remove Beta Features for any reason without liability to End User. Notwithstanding anything to the contrary in this Agreement, Vero does not provide Support for Beta Features. For clarity, all Beta Features are provided "AS IS" without warranty of any kind.
2. PARTY OBLIGATIONS
2.1 General. Vero is responsible for providing the Services in conformance with this Agreement and applicable Documentation. Vero Integrations chosen by End User integrate Agent applications with the Services via an API to enable the transfer of End User Data to Vero, and/or Agents, for processing by Vero for the mutual benefit of End User its Agents, all subject to this Agreement.
2.2 End User Obligations. End User will use the Services only in accordance with the Documentation and in compliance with all applicable laws, including procurement and maintenance of any applicable licenses and permits. End User will ensure that the Services is neither directly or indirectly exported, re-exported, or used to provide services in violation of the export laws or regulations of the United States or any other country. Vero reserves the right to suspend use of the Services operating in violation of the obligations of this Section 2(b), following written notice to End User (which may take the form of an email).
3. TERMINATION & SURVIVAL
3.1 VeroSuspension & Termination Rights. Vero may immediately suspend this Agreement upon notice to End User if Vero reasonably believes that End User has violated this Agreement. Vero may terminate this Agreement for cause upon 30 days written notice to the End User of a material breach if such breach remains uncured at the expiration of the 30-day period.
3.2 End User Termination Rights. End User may terminate this Agreement at any time, including by means of instructing a Services Provider to do so on End User’s behalf via the Services, or by severing all of its API connections to the Services and notifying Vero in writing of such termination.
3.3 Effect of Termination. Upon any termination by End User, or by Service Provider acting at the direction of End User, Vero will delete all End User Data from the Services by the date which is no later than 30 days from the date of such termination.
3.4 Survival. The following provisions will survive any expiration or termination of this Agreement: Sections 5; 6; and 8 through 10.
4. DATA LICENSE & PROTECTION
4.1 Data License. In connection with its use of the Service, End User, including its Users and Agents, will transfer End User Data to Vero. Vero uses End User Data in order to provide the Service and to create and develop Aggregated Statistics. End User grants Vero a limited license during the Term to use End User Data as provided for in this Section 4.1 and in accordance with this Agreement.
4.2 Security and Privacy. Vero maintains industry-standard physical, technical, and administrative safeguards in order to protect End User Data.
5. CONFIDENTIALITY
The parties acknowledge that either party may receive non-public information which is proprietary or confidential to the other party or its affiliated companies. Any and all such information shall be deemed confidential and proprietary. End User Data will be deemed and treated as confidential information. The parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purposes whatsoever, other than the activities directly related to this Agreement.
6. OWNERSHIP
6.1 Vero Property. As between the parties, Vero owns and retains all right, title, and interest in and to the Services and Feedback. Except for the limited license granted to End User in Section 1.1, Vero does not by means of this Agreement or otherwise transfer any rights in the Services to End User, and End User will take no action inconsistent with Vero’s intellectual property rights in the Services.
6.2 End User Property. As between the parties, End User owns and retains all right, title, and interest in and to the End User Data and does not by means of this Agreement or otherwise transfer any rights in the End User Data to Vero, except for the limited license set forth in Section 4.1.
6.3 Feedback. End User may provide comments, suggestions and recommendations to Vero with respect to the Services (including, without limitation, comments, suggestions and recommendations with respect to modifications, enhancements, improvements and other changes) (collectively, "Feedback"). In such event, Vero may freely use and exploit any such Feedback without any obligation to End User, unless otherwise agreed upon by the parties in writing. End User assigns to Vero any proprietary right that End User may have in or to the Feedback.
7. REPRESENTATIONS AND WARRANTIES
7.1 Mutual Representations and Warranties. Each party represents and warrants it has validly entered into this Agreement and has the legal power to do so.
7.2 End User Representations and Warranties. End User represents and warrants it: (a) is entitled to transfer, or enable the transfer of, all End User Data to Vero; (b) has all rights necessary to grant Vero the licenses set forth in this Agreement; and (c) has all licenses, permissions, consents and rights necessary for Vero to integrate the Service with each Agent.
7.3 Disclaimer. WITH THE EXCEPTION OF THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 7, THE SERVICES AND BETA FEATURES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. VERO AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, AND NON-INFRINGEMENT. VERO DOES NOT WARRANT THAT THE SERVICE OR BETA FEATURES (A) ARE ERROR-FREE, (B) WILL PERFORM UNINTERRUPTED, OR (C) WILL MEET END CUSTOMER’S REQUIREMENTS.
8. INDEMNIFICATION
8.1 By Vero. Vero will defend End User, and its Affiliates, including each of the foregoing’s officers, directors, employees and agents (collectively, “End User Indemnified Parties”), from any third-party claim, demand, dispute, suit or proceeding, and Vero will indemnify the End User Indemnified Parties from and against any related losses, liabilities, damages, costs or expenses (including, without limitation, attorneys’ fees), finally awarded against the End User Indemnified Parties to such third party, by a court of competent jurisdiction or agreed to in settlement, alleging that the Services including End User’s use of the Services infringes or misappropriates any patent, trademark or copyright of such third party.If Vero becomes, or in Vero’s opinion is likely to become, the subject of an infringement or misappropriation claim, Vero may, at its option and expense: (a) procure for End User the right to continue using the Services; (b) replace the Services (including any component part) with a non-infringing substitute subject to End User’s prior written approval; or (c) modify the Services so that it becomes non-infringing. If none of the foregoing alternatives are available, Vero shall notify End User, and End User may elect to terminate the license immediately pursuant to Section 3. Vero will not be obligated to defend or be liable for costs or damages solely to the extent the infringement or misappropriation is attributable to: (x) any unauthorized use, reproduction, or distribution of the Service or Vero’s intellectual property rights by the End User Indemnified Parties which is the subject of the claim; or (y) any unauthorized combination of, or modification to, the Services or Vero’s intellectual property rights, other than as expressly approved by Vero that causes the underlying claim where such claim would have not occurred but for such unauthorized act.
8.2 By End User. End User will defend Vero, and its Affiliates, including each of the foregoing’s officers, directors, employees and agents (collectively, "Vero Indemnified Parties"), from any third-party claim, demand, dispute, suit or proceeding, and End User will indemnify the Vero Indemnified Parties from and against any related losses, liabilities, damages, costs or expenses (including, without limitation, attorneys’ fees), finally awarded against the Vero related to: (a) End User or a User engaging in a Prohibited Use; (b) End User’s breach of Section 7.2 (End User Representations & Warranties); and (c) any allegation by a governmental body that use of the Services by End User, or Vero's processing of End User Data at End User’s direction and/or as permitted hereunder, has violated an applicable law.
8.3 Indemnification Process. The indemnified parties will: (i) give the indemnifying party prompt written notice of any claim, action or demand for which indemnity is claimed; (ii) give the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party will not settle any claim that involves the payment of money or acknowledgement of wrongdoing on the part of the indemnified parties without indemnified parties’ prior written approval such approval not to be unreasonably withheld, conditioned or delayed; and (iii) provide the indemnifying party with reasonable cooperation, at the indemnified parties’ expense, in connection with the defense and settlement of the claim.
9. LIMITATIONS OF LIABILITY
9.1 NEITHER PARTY, NOR ITS AFFILIATES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR REPRESENTATIVES OF ANY OF THEM, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, THAT MAY ARISE OUT OF THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
9.2 EXCEPT WITH RESPECT TO EXCLUDED CLAIMS AND UNCAPPED CLAIMS, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT, EXCEED $1,000. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE THE CLAIMANT’S SOLE AND EXCLUSIVE REMEDY.
9.3 “Excluded Claims” means any claim and/or liability associated with any breach by Vero of 4.2 including for clarity with respect to any claim of liability associated with its security protocols. Vero’s total, cumulative liability for all Excluded Claims will not exceed $10,000.
9.4 “Uncapped Claims” means any claim or liability associated with: (a) End User’s breach of Section 7.2 (End User Representations & Warranties); (b) either party’s breach of confidentiality (but not relating to any liability associated with Vero’s security obligations with respect to End User Data which remains subject to the Excluded Claims cap); (c) either party’s respective indemnification obligations under Section 8; or (d) any liability of a party which cannot be limited under applicable law, including gross negligence, recklessness, or intentional misconduct.
10. MISCELLANEOUS
This Agreement is the entire agreement between End User and Vero and supersede all prior agreements and understandings concerning the subject matter hereof. End User and Vero are independent contractors, and the Agreement will not establish any relationship of partnership, joint venture, or agency between End User and Vero. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. Any notice provided by one party to the other under this Agreement will be in writing and sent by overnight courier or certified mail (receipt requested) to the address above. If any provision of this Agreement is found unenforceable, this Agreement will be construed as if it had not been included.
This Agreement is governed by the laws of New York without reference to conflicts of law rules. If any dispute, controversy or claim cannot be settled by the parties within 30 days of written notice from either party to the other of such dispute, controversy or claim, then, except as set forth below, any dispute, controversy or claim arising under, out of or relating to this Agreement, will be finally determined by arbitration conducted by the JAMS by a single arbiter who will be fluent in written and spoken English. The place of such arbitration will be in New York, New York, U.S.A. The sole and exclusive language of arbitration will be English. The judgment of the arbitration will be final, non-appealable (to the extent not inconsistent with applicable law) and binding upon the parties, and judgment may be entered upon the arbital award in any court of competent jurisdiction. The foregoing does not limit or restrict either party from seeking injunctive or other equitable relief with respect to its intellectual property rights hereunder. Subject to the dispute resolution procedures above, any disputes arising out of or related to this Agreement will be subject to the jurisdiction of the state and federal courts of New York, New York, U.S.A.
Last Updated: May 17, 2023