TERMS & CONDITIONS
Agreement between User and veruna.com
Welcome to www.veruna.com. The www.veruna.com website (the “Site”) is comprised of various web pages operated by Veruna LLC www.veruna.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of www.veruna.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring the availability, performance or functionality of the Services, or for any other benchmarking or competitive purposes.
This Agreement was last updated on January 1, 2021. It is effective between You and Us as of the date of You accepting this Agreement or executing the Order Form.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Master Subscription Agreement, including any amendments, addenda, or exhibits thereto
“Applicable Law” means any and all laws, ordinances, constitutions, regulations, statutes, treaties, rules, codes, licenses, certificates, franchises, permits, principles of common law, requirements and orders adopted, enacted, implemented, promulgated, issued, entered or deemed applicable by or under the authority of any governmental body having jurisdiction over You or your customers or transactions.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful codes, files, scripts, agents or programs.
“Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between You and Us. By entering into an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party thereto.
“Services” means the products and services that are ordered by You under an Order Form and made available online by Us.
“Third Party Application” means any software application functionality that is provided by a third party, including any application that is developed by You, and interoperates with a Service.
“User” means an individual who is authorized by You to use a Service, for whom You have purchased a subscription, and who has been supplied a user identification and password by You (or by Us at Your request). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with whom You transact business.
“Term” means the period of subscription identified in the Order Form, including any renewal period.
“We,” “Us” or “Our” means Veruna, Inc. described in Section 11.6.
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity
“Your Data” means electronic data and information submitted by You to the Services.
- This Agreement sets forth the terms under which We will provide You with access to and use of certain Services identified in the Order Form. You agree that Your purchase hereunder is not contingent on the delivery of any future functionality or feature other than those identified in the Order Form.
- You are purchasing the Services as subscriptions, which You may add to during the Term at the same pricing as the underlying subscription. Any added subscription will terminate at the same date as the underlying subscription unless otherwise specified in an Order.
- USE OF SERVICE.
- The Services are subject to usage limits. Unless otherwise specified: (a) the Service may not be accessed by more than the number of Users specified in the Order Form; (b) a User’s password shall not be shared with any other individual; and (c) except as set forth in the Order Form, a User identification shall only be reassigned to a new individual replacing one who will no longer use the Services. If You desire to increase the usage limit, You may execute an Order Form for additional quantities.
- You will: (a) be responsible for Users’ compliance with this Agreement; (b) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and notify Us promptly of any unauthorized access or use; (d) use Services only in accordance with this Agreement, Order Forms and Applicable Law; and (e) comply with terms of service of any third-party applications.
- Data Storage: Subscriptions are allocated the greater of 1 GB or a per-user limit of 20MB per user. For example, an organization with 10 users receives 1 GB, because 10 users multiplied by 20 MB per user is 200 MB, which is less than the 1 GB minimum. Organizations with 100 users receive more than the 1 GB minimum, because 100 users multiplied by 20 MB per user is about 2 GB.
- File Storage: Subscriptions are allocated 1 TB of file (document) storage.
- You will not: (a) make any Service available to, or use any Service for the benefit of, anyone other than the Users; (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service; (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) Use the Service for any purpose competitive to Us, including building a competitive product or service, or copying any features, functions or graphics of the Services; (e) Modify, adapt, translate, or create derivative works of the Services in whole or in part or engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services; (f) use a Service to store or transmit Malicious Code or use any robot, spider, or other automated methods to interfere or attempt to interfere with the proper working of the Service; (g) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein; (h) attempt to gain unauthorized access to any Service or its related systems or networks; or (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services. Any use of the Services in breach of this Agreement or Order Forms may result in the immediate suspension of the Services, termination of your license in addition to all other remedies under Applicable Law.
- You represent, covenant, and warrant that You will use the Services only in compliance with Our and third party standard policies then in effect and all Applicable Law. You hereby agree to indemnify Us and hold Us harmless against any damages, losses, fees, costs, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing, violation of Applicable Law or otherwise from Your use of Services.
- You will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and other equipment. You shall also be responsible for maintaining the security of the equipment and ancillary services, Your account, passwords and files, and for all uses of Your account or the equipment with or without Your knowledge or consent.
- PAYMENT OF FEES.
- You will pay the fees described in the Order Forms. Fees are: (a) based on Service subscriptions purchased and not actual usage; and (b) non-cancelable and non-refundable. Quantities purchased cannot be decreased during the subscription term. You will be responsible for the payment of all taxes associated with Your purchase of the Services.
- We reserve the right to change the fees or charges and to institute new fees and charges at the end of the Term upon 30 days’ notice to Customer. If You believe that We have billed You incorrectly, You must contact Our customer support department no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
- You will provide Us with valid and updated ACH/wire transfer information, or a valid purchase order or alternative document reasonably acceptable to Us. If You provide ACH/wire transfer information, then We will charge such account for all Services listed in the Order Form for the duration of the subscription. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than ACH/wire transfer, We may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Us within 30 days after the mailing date of the invoice. Credit card payments may be made upon request. You are responsible for providing complete and accurate billing and contact information and notifying Us of any changes to such information.
- If any amount owed by You under this Agreement is not paid by the due date, then We may, at Our discretion: (a) impose a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower; and/or (b) condition future subscription renewals and Order Forms on shorter payment terms. If any amount owed by You under this Agreement is 30 or more days overdue, then We may, at Our discretion: (y) accelerate Your unpaid fee obligations so that all such obligations become immediately due and payable; (z) suspend Services until such amounts are paid in full. We will not exercise Our rights to accelerate payments or suspend Services if You are disputing the unpaid fees reasonably and in good faith and are cooperating diligently to resolve the dispute.
- PROPRIETARY RIGHTS.
5.1 Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all intellectual property rights. Except as expressly set forth herein, no rights are granted to You, including, but not limited to, any work to be performed under any Sales Order form or Statement of Work (SOW). Any and all work performed by Us, even if specifically described in an SOW, Work Order for Professional Services or Sales Order shall exclusively belong to Us.
5.2 If You or a third party acting on Your behalf or a User create applications or program codes using the Services, You grant Us a worldwide, royalty-free, perpetual, irrevocable, licensable, sub-licensable, license to host, copy, transmit, display and adapt such applications or program codes as reasonably necessary to provide the Services in accordance with this Agreement. Further, You grant to Us a worldwide, royalty-free, perpetual, irrevocable, licensable, sub-licensable, license to use and incorporate in the Services any suggestions, enhancements, customizations, requests, recommendations, corrections or other feedback provided by You, a third party acting on Your behalf or a User related to the operation of the Services. Other than the licenses granted herein, We acquire no right, title or interest from You to the applications, program codes and feedback provided by You.
5.3 You will own all right, title and interest in and to Your Data, as well as any data that is based on or derived from Your Data and provided to You as part of the Services. Notwithstanding the foregoing, We will have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Your Data and data derived therefrom), and We will be free (during and after the term hereof) to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other offerings, and (b) disclose such data solely in aggregate or other de-identified form in connection with Our business.
5.4 Respecting Third Party Applications, You will comply with the additional terms and conditions set forth in Exhibit A. By clicking a box indicating your acceptance of this Agreement or by signing an Order Form that references this Agreement, You confirm that You have read and will comply with the terms and conditions relating to the Third Party Applications set forth in Exhibit A. If We are required, or We determine that it is necessary, to replace or substitute any Third Party Application, We will use commercially reasonable efforts to offer replacement or substitute the Third Party Application with substantially equivalent functionality.
6.1 As used herein, “Confidential Information” means all confidential 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. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.
6.2 The Receiving Party shall use 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): (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, to 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 this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
6.3 The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
- WARRANTY AND DISCLAIMER.
7.1 Each party represents and warrants that it has validly entered into this Agreement and has the legal power to do so.
7.2 We warrant that: (a) the Services shall perform materially in accordance with the Order Form and this Agreement; (b) the functionality of the Services will not be materially decreased during a subscription term; and (c) We will not transmit Malicious Code to You, provided it is not a breach of this subpart c) if You or a User upload a file containing Malicious Code into the Services and later download that file containing Malicious Code. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 10.4, relating to payment upon termination of this Agreement for cause.
7.3 We will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Us or by third-party providers, or because of other causes beyond Our reasonable control, but We will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. We do not warrant that the Services will be uninterrupted or error free; nor do we make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7.4 We may, from time to time, invite You to try, at no charge, Our products or services that are not generally available to Our customers. You may accept or decline any such trial in Your sole discretion. Any such products or services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Such products or services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. SUCH PRODUCTS OR SERVICES ARE NOT CONSIDERED “SERVICES” HEREUNDER AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue such products or services at any time in Our sole discretion and may never make them generally available.
- MUTUAL INDEMNITY.
8.1 We will defend You and hold You harmless from liability to third parties resulting from infringement by the Service of any valid United States patent, and will indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, or for any amounts paid by You under a court-approved settlement of, a claim against You, provided that You: (a) promptly give Us written notice of the claim against You; (b) give Us sole control of the defense and settlement of the claim against You (provided that We may not settle any claim against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.
- You will defend Us and hold Us harmless from liability to third parties alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or the use of violates Applicable Law, and will indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a claim against Us, provided that We: (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the claim against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.
8.3 Our obligations to defend, indemnify and hold You harmless will not apply with respect to portions or components of the Service: (a) not supplied by Us; or (b) made in whole or in part in accordance with Your specifications. You will defend, indemnify and hold Us harmless with respect to portions or components of the Service: (w) that are modified by You, a third party on Your behalf or a User after delivery by Us; (x) combined by You with other products, processes or materials where the alleged infringement relates to such combination; (y) where You continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (z) where Your use of the Service is not strictly in accordance with this Agreement.
8.4 If a Service is claimed to infringe on a third party’s patent or copyright or misappropriate a third party’s trade secret, or We reasonably believe that such a claim will be made, We may, at Our sole option and expense: (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (b) obtain for You a license to continue using the Service; or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and provide You a refund of any prepaid, unused fees for the Service.
8.5 This Article 8 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Article 8.
- LIMITATION OF LIABILITY.
9.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL WE BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- TERM AND TERMINATION.
10.1 This Agreement shall commence on the date set forth on the Order Form and continue until all subscriptions have expired or have been terminated.
10.2 Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one year periods, unless either party gives the other notice of non-renewal at least 45 days before the end of the relevant subscription term. We may increase the pricing during any renewal term. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing without regard to the prior term’s per-unit pricing.
10.3 A party may terminate this Agreement for cause: (a) upon 45 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (c) violation of the Customer Code of Conduct.
10.4 If this Agreement is terminated by You in accordance with Section 10.3, We will refund You any prepaid fees covering the remainder of the term after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 10.3, You will pay any unpaid fees covering the remainder of the term. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
10.5 No Hostage Guarantee. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will provide You with a ONE-TIME extraction/decryption of Your Data and Documents at no cost. All data within SalesForce.com can be exported by You directly using SalesForce.com tools and all document images will be extracted/decrypted by Veruna. Any form templates, document annotations or non-essential items may be unable to be mass exported. After such 30-day period, We will have no obligation to maintain or provide any of Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.
11.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
11.2 This Agreement is not assignable, transferable or sublicensable by You except with Our prior written consent. We may transfer and assign any of Our rights and obligations under this Agreement without consent.
11.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
11.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Us in any respect whatsoever.
11.5 In any action or proceeding to enforce rights under this Agreement, the prevailing party in a final nonappeable adjudication of the dispute in a court of competent jurisdiction will be entitled to recover costs and attorneys’ fees.
11.6 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices may be sent to Veruna, Inc. Attn; Legal, 35 Parkwood Drive, Suite 100, Hopkinton, MA 01748 or such other address as we notify you of from time to time. We will notify you at the main address provided by you.
11.7 This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions.
Third Party Applications Terms and Conditions
Execution of the Order Form and Master Subscription Agreement (the “Agreement”) by You shall constitute acceptance and agreement of these Third Party Applications terms and conditions.
- We have acquired from one or more third parties the right to sublicense the Third Party Applications for use in conjunction with the Services. You acknowledge that We are a licensed user, and not the creator or developer, of the Third Party Applications.
- The Third Party Applications were created and developed entirely by third parties. All applicable rights to copyrights, trade secrets, patents, trademarks and other intellectual property rights in the Third Party Applications, and in any modifications or enhancements made thereto, shall remain with such third party. You will not sell, publish, disclose, display or otherwise make available the Third Party Applications, or copies thereof, to any third party. You will secure and protect the Third Party Applications in a manner consistent with the maintenance of the third party’s rights therein, and You will take appropriate action by instruction or agreement with Your employees, agents or consultants who are permitted access to the Third Party Applications to satisfy its obligations hereunder. You will not de-compile, disassemble, reverse engineer, copy, transfer or otherwise use the Third Party Applications except as expressly permitted in this Agreement. You will notify Us in writing of any violations or anticipated violations of this provision promptly after You becomes aware of such violation or anticipated violations.
- YOU ARE SOLELY RESPONSIBLE FOR THE FAILURE OF THE THIRD PARTY APPLICATIONS RESULTING FROM ACCIDENT, ABUSE, OR MISAPPLICATION OF THE THIRD PARTY APPLICATIONS, AND WE ASSUME NO LIABILITY AS A CONSEQUENCE OF SUCH EVENTS.
- WE MAKE, AND YOU RECEIVE, NO WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY ASPECT OF THE THIRD PARTY APPLICATIONS, AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED.
- WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE FUNCTIONS OR PERFORMANCE OF THE THIRD PARTY APPLICATIONS OR THE RESULTS THAT MAY BE OBTAINED BY USING THE THIRD PARTY APPLICATIONS. ACCORDINGLY, WITH THE EXCEPTION OF ANY WARRANTIES THAT WE ARE AUTHORIZED TO PASS THROUGH TO YOU DIRECTLY FROM THE APPLICABLE THIRD PARTY, THE THIRD PARTY APPLICATIONS ARE LICENSED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE THIRD PARTY APPLICATIONS.
- This Agreement incorporates by reference, and you agree to be bound by, the terms and conditions of Accounting Seed, Inc.’s Financial Suite Master Subscription Agreement, available at: http://www.accountingseed.com/legal.
- You agree to be bound by the following terms and conditions of ACORD Corporation:
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THIS PRODUCT INCORPORATES LICENSED COPYRIGHTED AND OTHER PROPRIETARY MATERIAL OF ACORD CORPORATION, INCLUDING ACORD STANDARDIZED FORMS. ACORD FORMS ARE LICENSED BY ACORD, NOT SOLD. YOU ACKNOWLEDGE AND AGREE THAT YOU MUST BE PARTY TO A WRITTEN LICENSE AGREEMENT DIRECTLY WITH ACORD CORPORATION IN ORDER TO USE THE ACORD FORMS CONTAINED IN THIS PRODUCT, AND REPRESENT AND WARRANT THAT YOU WILL OBTAIN SUCH A LICENSE PRIOR TO USING ACORD FORMS. NEITHER THE PROVIDER OF THIS PRODUCT, NOR ANY THIRD PARTY, CAN GRANT LICENSES TO USE ACORD FORMS. YOU CAN OBTAIN A LICENSE AGREEMENT PERMITTING YOU AND YOUR USERS TO USE ACORD FORMS, WHICH MAY REQUIRE YOU TO PAY FEES TO ACORD, BY CONTACTING ACORD AT+1-845-620-1700 OR THROUGH THE ADDITIONAL CONTACT INFORMATION AVAILABLE AT WWW.ACORD.ORG. ACORD FORMS ARE MODIFIED PERIODICALLY TO REFLECT CHANGING LEGAL, INDUSTRY AND OTHER REQUIREMENTS. THE ACORD FORMS CONTAINED IN THIS PRODUCT MAY NOT BE THE MOST CURRENT MATERIALS THAT ACORD PUBLISHES.
USING OUTDATED ACORD FORMS MAY BE PROHIBITED IN CERTAIN CASES BY GOVERNMENT REGULATORS AND INCREASES THE RISK OF LEGAL ACTION BY INSUREDS AND OTHER THIRD PARTIES. IT IS SOLELY YOUR RESPONSIBILITY TO CONFIRM THAT YOU ARE USING ONLY THE MOST CURRENT FORMS THAT ACORD PUBLISHES. YOU MAY DETERMINE THE CURRENCY OR NON-CURRENCY OF ACORD FORMS BY CONSULTING THE FORMS INFORMATION SECTION OF ACORD’S WEBSITE (WWW.ACORD.ORG).
ACORD is an intended third-party beneficiary of the above provisions. The above provisions are made expressly for the benefit of, and are enforceable by, ACORD. The name ACORD and the ACORD logo are registered marks of ACORD Corporation.
[END OF LANGUAGE REQUIRED BY ACORD CORPORATION]
- This Agreement incorporates by reference, and you agree to be bound by, the following terms and conditions of Salesforce.com, Inc.’s SFDC Service Agreement.
SFDC Service Agreement
“AppExchange” means the online directory of on-demand applications that work with the SFDC Service, located at http://www.appexchange.com or at any successor websites.
“Customer Data” means all electronic data or information submitted by You as and to the extent it resides in the Platform or SFDC Service.
“Platform” means the online, Web-based platform service provided by SFDC to Reseller in connection with Reseller’s provision of the Reseller Application to You.
“Reseller” means Veruna, Inc.
“Reseller Application” means Veruna, Inc.
“SFDC Service” means the online, Web-based service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding Third-Party Applications. For purposes of this SFDC Service Agreement, the SFDC Service does not include the Platform.
“SFDC” means, collectively, salesforce.com, inc. and its affiliates.
“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties and are identified as third-party applications, including but not limited to those listed on the AppExchange and the Reseller Application.
“Users” means Your employees, representatives, consultants, contractors, agents and third parties with whom You conduct business who are authorized to use the Platform subject to the terms of this SFDC Service Agreement as a result of a subscription to the Reseller Application having been purchased for such User, and have been supplied user identifications and passwords by You (or by SFDC or Reseller at Your request).
“You” and “Your” means the customer entity which has contracted to purchase subscriptions to use the Reseller Application subject to the conditions of this SFDC Service Agreement, together with any other terms required by Reseller.
- Use of Platform.
(a) Each User subscription to the Reseller Application shall entitle one User to use the Platform via the Reseller Application, subject to the terms of this SFDC Service Agreement, together with any other terms required by Reseller. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Platform). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service generally or to use it in connection with applications other than the Reseller Application. If You wish to use the SFDC Service or any of its functionalities or services other than those included in the Reseller Application, or to create or use additional custom objects beyond those which appear in the Reseller Application in the form that it has been provided to You by Your Reseller, visit www.salesforce.com to contract directly with SFDC for such services. In the event Your access to the Reseller Application provides You with access to the SFDC Service generally or access to any Platform or SFDC Service functionality within it that is in excess of the functionality described in the Reseller Application’s user guide, and You have not separately subscribed under a written contract with SFDC for such access, then You agree to not access or use such functionality, and You agree that Your use of such functionality, or Your creation or use of additional custom objects in the Reseller Application beyond that which appears in the Reseller Application in the form that it has been provided to You by your Reseller, would be a material breach of this Agreement.
(b) If Your subscription to use the Platform hereunder includes Salesforce Mobile, You understand that prior to purchasing Salesforce Mobile, You should refer to the Mobile Device list located at http://www.salesforce.com/mobile/devices/ for information on mobile devices that are supported by SFDC. You agree that SFDC will not provide any refunds, credits or other compensation or remedies in connection with Your purchase of Salesforce Mobile for any mobile devices that are not supported by SFDC. Third party mobile device, operating system and network connectivity providers may, at any time, cease distribution of, interrupt, deinstall and/or prevent use of Salesforce Mobile clients on supported mobile devices without entitling You to any refund, credit or other compensation or remedies.
(c) Notwithstanding any access You may have to the Platform or the SFDC Service via the Reseller Application, Reseller is the sole provider of the Reseller Application and You are entering into a contractual relationship solely with Reseller. In the event that Reseller ceases operations or otherwise ceases or fails to provide the Reseller Application, SFDC has no obligation to provide the Reseller Application or to refund You any fees paid by You to Reseller.
(d) You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the content of all Customer Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform and the SFDC Service, and shall notify Reseller or SFDC promptly of any such unauthorized use You become aware of; and (iv) shall comply with all applicable local, state, federal and foreign laws and regulations in using the Platform.
(e) You shall use the Platform and the SFDC Service solely for Your internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform or the SFDC Service available to any third party, other than to Users or as otherwise contemplated by this SFDC Service Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Platform or the SFDC Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Platform or the SFDC Service or its related systems or networks.
(f) You shall not (i) modify, copy or create derivative works based on the Platform or the SFDC Service: (ii) frame or mirror any content forming part of the Platform or the SFDC Service, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the Platform or the SFDC Service; or (iv) access the Platform or the SFDC Service in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Platform or the SFDC Service.
- Third-Party Providers. Reseller and other third-party providers, some of which may be listed on pages within SFDC’s website and including providers of Third-Party Applications, offer products and services related to the Platform, the SFDC Service, and/or the Reseller Application, including implementation, customization and other consulting services related to customers’ use of the Platform and/or the SFDC Service, and applications (both offline and online) that interoperate with the Platform and/or the SFDC Service such as by exchanging data with the Platform and/or the SFDC Service or by offering additional functionality within the user interface of the Platform and/or the SFDC Service through use of the Platform and/or SFDC Service’s application programming interface. SFDC does not warrant any such third-party providers or any of their products or services, including but not limited to the Reseller Application or any other product or service of Reseller, whether or not such products or services are designated by SFDC as “certified,” “validated” or otherwise. Any exchange of data or other interaction between You and a third-party provider, including but not limited to the Reseller Application, and any purchase by You of any product or service offered by such third-party provider, including but not limited to the Reseller Application, is solely between You and such third-party provider. In addition, from time to time, certain additional functionality (not defined as part of the Platform or SFDC Service) may be offered by SFDC or Reseller to You, for an additional fee, on a pass-through or OEM basis pursuant to terms specified by the licensor and agreed to by You in connection with a separate purchase by You of such additional functionality. Your use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of this SFDC Service Agreement.
- Integration with Third-Party Applications. If You install or enable Third-Party Applications for use with the Platform or SFDC Service, You acknowledge that SFDC may allow providers of those Third-Party Applications to access Customer Data as required for the interoperation of such Third Party Applications with the Platform or SFDC Service. SFDC shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by Third-Party Application providers. In addition, the Platform and SFDC Service may contain features designed to interoperate with Third-Party Applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding Platform or SFDC Service features on reasonable terms, SFDC may cease providing such Platform or SFDC Service features without entitling You to any refund, credit, or other compensation.
- Access by Reseller. To the extent Reseller serves as the administrator of the Reseller Application for You, You acknowledge that your use of the Reseller Application may be monitored by Reseller and Reseller may access Customer Data submitted to the SFDC Service or Reseller Application. By agreeing to this SFDC Service Agreement, you are consenting to such monitoring and access by Reseller.
- Return of Customer Data. You have thirty (30) days from the date of termination your Reseller Application subscription term in which to request a copy of Customer Data, which will be made available to You in a .csv format. Any modifications to such Customer Data made by the Reseller Application outside of the Platform (if any) will not be captured in Customer Data as returned and the return of any such modified data shall be the responsibility of Reseller.
- Proprietary Rights. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title and interest in and to the Platform and the SFDC Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in this SFDC Service Agreement. The Platform and the SFDC Service is deemed SFDC confidential information, and You will not use it or disclose it to any third party except as permitted in this SFDC Service Agreement.
- Compelled Disclosure. If either You or SFDC is compelled by law to disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.
- Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into any SFDC products or services any suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users relating to the operation of the Platform and/or the SFDC Service.
- Suspension and Termination. Your use of the Platform and the SFDC Service may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of this SFDC Service Agreement by You or any User, (b) the termination or expiration of Reseller’s agreement with SFDC pursuant to which Reseller is providing the Platform as part of the Reseller Application to You, and/or (c) a breach by Reseller of its obligations to SFDC with respect to the subscriptions it is providing to You in connection with this SFDC Service Agreement. If You use the Reseller Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the Reseller Application (a “Shared org”) You acknowledge and understand that (i) access to such Org, including the Reseller Application used in connection with such Org, may be suspended due to Your nonpayment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation.
- Subscriptions Non-Cancelable. Subscriptions for the Platform are non-cancelable during a subscription term, unless otherwise specified in Your agreement with Reseller.
- No Warranty. SFDC MAKES NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SFDC DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
- No Liability. IN NO EVENT SHALL SFDC HAVE ANY LIABILITY TO YOU OR ANY USER FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Further Contact. SFDC may contact You regarding new Platform and SFDC Service features and offerings.
- Third Party Beneficiary. SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to this SFDC Service Agreement.
- Applicability. The terms of this SFDC Service Agreement govern the Platform provided to You by Reseller in connection with Reseller’s provision of the Reseller Application to You. For clarity, the terms of this SFDC Service Agreement do not supersede any agreement between SFDC and You with respect to SFDC Services purchased by You directly from SFDC.
CHANGES TO TERMS
Veruna LLC reserves the right, in its sole discretion, to change the Terms under which www.veruna.com is offered. The most current version of the Terms will supersede all previous versions. Veruna LLC encourages you to periodically review the Terms to stay informed of our updates.
Veruna LLC welcomes your questions or comments regarding the Terms:
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Effective as of January 1, 2021