TERMS AND CONDITIONS
Last updated September 21, 2023
AGREEMENT TO OUR LEGAL TERMS
We are Veritic AG ("Company," "we," "us," "our"), a company registered in Switzerland at Dammstrasse 16 6300, Zug, Switzerland.
We operate the website https://www.veritic.com (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").
We provide a Platform with a Simple UX that Aggregates and Simplifies the process of interacting with Third-Party Services Providers such as (Gnosis) Safe, allowing you to enjoy Transparent Access Management, One-click deployment and upgrades of your smart contracts, and the possibility of creating and documenting comprehensive and human-readable audit trails for your project.
You can contact us by email at info@veritic.com or by mail to Dammstrasse 16 6300, Zug, Switzerland.
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Veritic AG, concerning your access to and use of the Services. By accessing or using any part of the Services, you represent that you have read, understood, and agreed to be bound by these Legal Terms, as well as any other guidelines, policies, and future modifications (collectively, the 'Agreement'). IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
These Terms and Conditions will be updated periodically without prior notice and the latest version of this document will apply to all projects initiated by the User. It will be the User's responsibility to review them before the start of any new project. In the case of projects or Smart Contracts that are being executed from a date prior to the last edition of these Terms and Conditions, the version that was in effect on the date the project was initiated will continue to apply unless stated otherwise.
The Services are intended solely for users who are 18 years of age or older. Persons under the age of 18 are not permitted to use or register for the Services. Any registration by, use of, or access to the Services by anyone under 18 is unauthorized, unlicensed, and in violation of these Legal Terms.
For your convenience and future reference, we recommend that you print and download a copy of these Legal terms.
TABLE OF CONTENTS
1. OUR SERVICES
2. INTELLECTUAL PROPERTY RIGHTS
3. USER REPRESENTATIONS
4. USER REGISTRATION
5. PURCHASES AND PAYMENT
6. CANCELLATION
7. PROHIBITED ACTIVITIES
8. USER GENERATED CONTRIBUTIONS
9. CONTRIBUTION LICENSE
10. THIRD-PARTY WEBSITES AND CONTENT
11. SERVICES MANAGEMENT
12. TERM AND TERMINATION
13. MODIFICATIONSAND INTERRUPTIONS
14. GOVERNING LAW
15. DISPUTE RESOLUTION
16. CORRECTIONS
17. DISCLAIMER
18. LIMITATIONS OF LIABILITY
19. INDEMNIFICATION
20. USER DATA
21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
22. CALIFORNIA USERS AND RESIDENTS
23. MISCELLANEOUS
24. CONTACT US
1. OUR SERVICES
The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
Unauthorized or illegal use of the Services will result in immediate termination of your access to the Services.
The Services are not designed or intended to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc. It is your sole responsibility to ensure that your use of the Services does not violate any applicable industry-specific regulations. If your interactions would be subjected to such laws, you are expressly prohibited from using the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
2. INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").
The Content and Marks are primarily protected by copyright and trademark laws of Switzerland, and may also enjoy protection under international treaties and the laws of other jurisdictions
The Content and Marks are provided in or through the Services "AS IS" "solely for your personal use or for internal business purposes that do not involve commercial exploitation of our Services..
Your use of our Services
Subject to your compliance with these Legal Terms, timely payment of all applicable Fees, and adherence to the 'PROHIBITED ACTIVITIES' section, we grant you a revocable, non-exclusive, non-transferable, non-sublicensable license to use the Services for your own business purposes to:
access the Services; and
download or print a copy of any portion of the Content to which you have properly gained access.
solely for your personal use or for internal business purposes that do not involve commercial exploitation of our Services..
Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks for purposes not expressly permitted by these Legal Terms, you must obtain our prior written permission by contacting us at info@veritic.com. Unauthorized use without express written permission is strictly prohibited. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately. Termination of your right to use our Services does not limit us from pursuing any other remedies available to us, including but not limited to legal action.
Your submissions
Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.
Submissions: By sending us any Submissions, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, publish, reproduce, modify, adapt, license, sublicense, distribute, and display the Submission in any form. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
You are responsible for what you post or upload: By sending us Submissions through any part of the Services you:
confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
to the extent permissible by applicable law, waive any and all moral rights to any such Submission;
warrant that any such Submission are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and
warrant and represent that your Submissions do not constitute confidential information.
You are solely responsible for your Submissions and you expressly agree to
reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law. We reserve the right, but are not obligated, to monitor Submissions and remove any content that we, in our sole discretion, find to be in violation of these terms or applicable law.
Other
The Services will be accessible in their then-current version, as described on our website. We reserve the right to update the Services at our discretion.You may not make the Services available to, or use the Services on behalf of, third parties without our prior written consent. For an additional fee, you may request additional features or services ('add-ons'). These add-ons may require or enable integration with third-party software. You agree to grant all necessary access rights for the use of such add-ons. We may provide an Application Programming Interface (API) for integration with third-party software. We reserve the right to set and enforce usage limits on the API at our sole discretion. Our Platform may provide recommendations based on the data you submit. You have the option to accept or reject these recommendations and are responsible for verifying their accuracy. We cannot be held responsible for the accuracy of these recommendations, as they are based on the data you provide.
3. USER REPRESENTATIONS
By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
You grant the Company the right to name you and/or the business you represent publicly as a reference and to use general information about the agreed contract in an appropriate manner for marketing and sales purposes, subject to any limitations provided by law or specific agreements between the Company and you.
4. USER REGISTRATION
To access and use certain features of the Services, you may be required to register for an account ("Account"). By registering for an Account, you represent and warrant that:
All required registration information you submit is accurate, up-to-date, and complete.
You will maintain the accuracy of such information and promptly update any details as necessary.
You are eligible to use the Services as per applicable law and any additional criteria outlined in these Terms & Conditions.
You are solely responsible for maintaining the confidentiality of your Account login information, including but not limited to your username and password. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your Account or any other breach of security known to you.
We are not liable for any loss or damage arising from your failure to comply with the obligations set forth in this section. You are solely responsible for all activities that occur under your Account, whether or not authorized by you.
We reserve the right, in our sole discretion, to:
Remove, reclaim, or change a username or other identifying information you have selected if we determine that such information is inappropriate, obscene, or otherwise objectionable.
Terminate, suspend, or restrict your access to the Services if you breach or violate any of the Terms & Conditions or policies, as determined by us in our sole discretion.
Require additional verification or information before accepting any registration.
By registering an Account, you agree that you will not create an account for anyone else or use the account of another without permission, nor will you create more than one Account for yourself without our prior written approval.
5. PURCHASES AND PAYMENT
5.1 Payment Methods and Currency
We accept Cryptocurrency and other forms of payment as may be expressly agreed upon with the user on a case-by-case basis. Unless otherwise agreed, all payments shall be made and accounted for in US Dollar.
5.2 User Responsibility for Purchase Information
You agree to provide current, complete, and accurate purchase and account information for all purchases made through our Platform. It is your responsibility to promptly update any changes to your payment information, including but not limited to, payment method, and payment card expiration date. Failure to maintain accurate information may result in transaction errors, delays, or cancellations.
5.3 Sales Tax and Additional Charges
Sales tax, value-added tax, or any other applicable taxes will be added to the total amount of your purchase as required by applicable law. All quoted Fees are exclusive of any applicable taxes unless expressly stated otherwise.
5.4 Price Adjustments
We reserve the right to modify our pricing at any time, without prior notice. Additionally, we reserve the right to correct any pricing errors or mistakes, even after payment has been requested or received.
5.5 Authorization and Payment
By completing a purchase, you agree to pay all charges at the prices then in effect, along with any applicable shipping or additional fees. You authorize us, or our designated payment processor, to charge your chosen payment provider for any such amounts upon confirming your order.
5.6 Order Restrictions and Cancellations
We reserve the right to refuse, limit, or cancel any order placed through our Services at our sole discretion. Limitations may apply to orders placed by or under the same customer account, using the same payment method, and/or shipping to the same billing or shipping address. We further reserve the right to restrict or prohibit orders that appear, in our sole judgment, to be placed by dealers, resellers, or distributors.
5.7 Non-Refundable Fees and Late Payments
Except as outlined in Section 6 ("CANCELLATION"), all Fees are non-refundable and non-cancellable. Fees are either invoiced on a monthly basis, directly debited to your credit card, or processed through another payment method as specified on our website. Invoices are payable within thirty (30) days from the invoice date, unless otherwise indicated. Payments overdue by more than thirty (30) days will be subject to an annual interest rate of eight percent (8%). Failure to make payments within this timeframe may result in account suspension or termination and the application of effective and reasonable debt collection fees.
6. CANCELLATION
6.1 Non-Refundable Policy
All purchases made through our Platform, including but not limited to subscription fees and one-time purchases, are non-refundable except as expressly provided in these Terms or as required by applicable law.
6.2 Cancellation Process
You may cancel your subscription at any time by logging into your account. Upon cancellation, your subscription will remain active until the end of the current billing cycle, and no additional charges will be incurred. You will not be entitled to any pro-rated or partial refunds for unused portions of your subscription.
6.3 Service Concerns
If you are dissatisfied with our Services for any reason, we encourage you to contact our support team at info@veritic.com. While we do not guarantee refunds, we will evaluate each request on a case-by-case basis.
7. PROHIBITED ACTIVITIES
7.1 Scope
You may not access or use the Services for any purpose other than those explicitly endorsed or approved by us. Below are activities that are strictly prohibited while using our Services:
7.2 Data and Content
Unauthorized retrieval, scraping, or compilation of data, content, or any other information from our Services is expressly prohibited unless consented to in writing by us. You are prohibite from uploading or transmitting (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1*1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "perns").
7.3 Security and Integrity
Attempts to break, hack, or otherwise compromise the security and integrity of Veritic are strictly prohibited. This includes attempts to circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein in particular in order to obtain sensitive account information. Attempt to bypass any measures designed to prevent or restrict access to the Services. Except as permitted by applicable law, reverse engineer any part of the Services. Any such attempt violating these Terms and Conditions may result in criminal and/or civil penalties.
7.4 Reputation and Community Standards
Disparagement or other activities that in our sole judgment harm us or the Services are strictly prohibited.
7.5 Unlawful Behavior and Harassment
You shall not use the Services in a manner inconsistent with any applicable laws or regulations. You shall not use the Services or information provided by the Services to harass, abuse, or harm another individual, or in any way that violates applicable laws or regulations. You shall not deceive or mislead other users, particularly in relation to approving transactions. You shall provide documentation and wording that accurately describes the behavior, functions, and parameters of smart contracts when interacting with our Services. You shall not make improper use of our support services or submit false reports of abuse or misconduct.
7.6 Third-Party Terms
Using our Platform for activities prohibited by third-party services integrated with our Platform, such as Safe and Rainbow, is not allowed. Please refer to their respective Terms and Conditions for further information.
7.7 Technological Misuse
You are prohibited from transmitting (or attempting to upload or to transmit) harmful or disruptive code, including but not limited to viruses and spam, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services. You are prohibited from employing automated systems, such as bots or scrapers, to interact with our Services.
7.8 Intellectual Property
Removing or tampering with any intellectual property notices within our Services is expressly forbidden. Copying or adapting the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code is expressly forbidden.
7.9 Unauthorized Access
Attempting unauthorized access to our Services or systems, including impersonation and the use of another user's account, is strictly prohibited.
7.10 Commercial and Competitive Use
You shall not use our Services for revenue-generating or commercial activities unless explicitly authorized by us. This includes but is not limited to advertising, selling goods or services, or transferring profiles.
7.4 Payment Activities
You shall not use a buying agent or purchasing agent to make purchases via the Services.
7.11 Liability for Breach
Failure to comply with any of these prohibitions constitutes a material breach of these Terms, and may result in immediate termination or suspension of your access to the Services, at our sole discretion, in addition to any other remedies we may have under applicable law.
8. USER GENERATED CONTRIBUTIONS
The Services does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions").
Contributions may be viewable by other users of the Services and through third-party websites. When you create or make available any Contributions, you thereby represent and warrant that:
The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.
Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people in a sexual or violent manner.
Your Contributions do not contain any information that poses or creates a privacy or security risk to any person.
Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.
9. CONTRIBUTION LICENSE
You agree that by providing us with information, suggestions, or other feedback related to the Services, whether in the form of Contributions or otherwise, we may use, store, process, and exploit this information for the enhancement, improvement, and commercialization of our Services, without any requirement to obtain your consent or provide you with any compensation.
By submitting any suggestions, ideas, or feedback about the Services, you grant us a non-exclusive, royalty-free, worldwide, sublicensable, irrevocable license to use, reproduce, publicly display, distribute, and adapt such feedback for any purpose, commercial or otherwise.
Although you retain full ownership of your Contributions and any intellectual property rights or other proprietary rights associated with them, by making a Contribution, you grant us a non-exclusive, transferable, sublicensable, royalty-free, and worldwide license to use, reproduce, modify, publicly perform, publicly display, and distribute your Contributions in any manner and through any media, formats, and channels now known or later developed without further notice to or consent from you, and without the requirement of payment to you or any third party. Although you grant us the rights specified above, we will only publish or publicly display your Contributions with your explicit consent.
You agree to waive any moral rights you may have in your Contributions so that we may use your Contributions in a manner consistent with the license granted above without any further notice or compensation to you.
You are solely responsible for your Contributions to the Services and expressly agree to hold us harmless from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
10. THIRD-PARTY WEBSITES AND CONTENT
The Services may offer links to external websites, platforms, software, or applications ("Third-Party Websites") and may include content, material, or information such as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other items belonging to or originating from third parties ("Third-Party Content"). We neither investigate, monitor, nor validate the accuracy, appropriateness, or completeness of any Third-Party Websites or Third-Party Content. As such, we disclaim all responsibility and liability related to Third-Party Websites and Third-Party Content. The inclusion of or linking to any Third-Party Websites or any Third-Party Content should not be construed as an endorsement or approval by us.
By using our Services, you acknowledge that your interactions with Third-Party Websites or Third-Party Content are solely between you and the respective third parties. You proceed at your own risk when leaving our Services to engage with Third-Party Websites or Third-Party Content, and our Legal Terms cease to apply at that point. It is your responsibility to review the terms and policies, including data and privacy policies, of any Third-Party Websites you visit or Third-Party Content you engage with.
We assume no liability for any transactions or interactions you have with Third-Party Websites, including but not limited to the quality, safety, or legality of the goods or services offered by such Third-Party Websites. You agree that we shall not be liable for any loss or damage incurred as the result of any such dealings or as the result of the presence of such Third-Party Content or Third-Party Websites accessible via our Services.
Should access rights be necessary for the use of any add-on, by purchasing the add-on, you expressly grant us and the applicable third parties all required access rights.
By using our Services, you hereby agree to indemnify us from any and all harm, loss, or damage that may occur as a result of your use of or reliance upon any Third-Party Websites or Third-Party Content, inlcuding purchases on Third-Party Websites.
11. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to undertake the following actions at our sole discretion and without prior notice:
Monitoring: Actively oversee the Services for violations of these Terms and compliance with applicable laws.
Legal Actions: Take appropriate measures against any user violating these Terms or the law, including reporting to law enforcement and full cooperation in ensuing investigations.
Access Control: Refuse, restrict, or limit access to any user or Contributions in violation of these Terms or that we deem inappropriate or potentially harmful.
Content Management: Remove or disable content that is excessive in size or burdensome to our systems, infringing on rights, or jeopardizing operational integrity.
System Maintenance: Execute preventive or corrective actions to protect the security and operability of our Services, including but not limited to maintenance, backup, and recovery measures.
Service Modification: Modify, limit, or discontinue any part or all of our Services, temporarily or permanently, for reasons including but not limited to maintenance, upgrades, or operational necessities.
By using our Services, you grant us all necessary permissions to enact the aforementioned actions.
12. TERM AND TERMINATION
These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IPADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. We also reserve the right to terminate or suspend inactive accounts at our sole discretion. If you wish to appeal the termination of your account, you may do so by contacting support@veritic.com, but decisions for reinstatement are solely at our discretion.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In such instances, we reserve the right to further restrict access to the Services, including through additional technical measures.
In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. We also reserve the right to notify affected third parties and relevant authorities if we deem it necessary for legal or safety reasons.
Provisions of these Legal Terms which by their nature should survive termination shall survive, including but not limited to intellectual property rights, disclaimers, and limitations of liability.
In the event that legal action is taken against you for violation of these Terms, you agree to reimburse us for any legal fees and costs associated with such action.
13. MODIFICATIONSAND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. We may also impose limits on certain features and Services or restrict your access to parts or all of the Services without notice or liability. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee the Services will be available at all times. We do not warrant that the Services will be uninterrupted, timely, error-free, nor do we make any warranties as to the results that may be obtained from use of the Services or its accuracy, reliability, or content. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Under no circumstances shall we be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including but not limited to, Internet failures, computer equipment failures, software bugs, telecommunication equipment failures, other equipment failures, or electrical power failures. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
14. GOVERNING LAW
These Legal Terms are governed by and interpreted following the laws of Switzerland, and the use of the United Nations Convention of Contracts for the International Sales of Goods is expressly excluded. Any conflict or discrepancy between the English version of these Legal Terms and any translation shall be resolved in favor of the English version. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law in your country to residence. Veritic AG and yourself both agree to submit to the non-exclusive jurisdiction of the courts of Zug, which means that you may make a claim to defend your consumer protection rights in regards to these Legal Terms in Switzerland, or in the EU country in which you reside. We reserve the right, however, to bring any suit, action, or proceeding against you for breach of these Legal Terms in your country of residence or any other relevant country at our sole discretion.
15. DISPUTE RESOLUTION
15.1 Binding Arbitration
Any dispute arising from the relationships between the Parties to these Legal Terms shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Zug, Switzerland. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of Switzerland. Each Party shall bear its own costs, fees, and expenses associated with the arbitration, unless the arbitrator directs otherwise.
15.2 Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. Any arbitration conducted pursuant to this clause shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
15.3 Exceptions to Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court. Any Dispute that is found to be illegal or unenforceable will be severed from this section, and the remaining provisions will remain in full force and effect. Notwithstanding the foregoing, either Party may seek preliminary judicial relief (such as a preliminary injunction) from any court of competent jurisdiction, in order to protect its rights pending arbitration.
15.4 Waiver of Jury Trial
To the extent permitted by applicable law, both Parties hereby waive their right to a jury trial for any disputes that are not submitted to arbitration pursuant to this section.
16. CORRECTIONS
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice. While we strive for accuracy, we make no warranties or representations about the completeness, reliability, or accuracy of the information provided. Your reliance on such information is at your own risk.
17. DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO VERIFY ANY CALCULATIONS, DATA OUTPUT, OR ANY OTHER INFORMATION ACCESSIBLE THROUGH THE SERVICES. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANYWAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of war, natural disasters, or other force majeure events.
18. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SPECIFIED IN THIS SECTION ARE INTEGRAL TO THE FEES CHARGED FOR ACCESS TO OUR SERVICES AND FORM THE BASIS OF THE BARGAIN BETWEEN YOU AND US AND THAT, WERE WE TO ASSUME FURTHER LIABILITY, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY YOU FOR THE USE OF THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. IN CASES WHERE APPLICABLE LAWS DO NOT ALLOW SUCH LIMITATIONS OR EXCLUSIONS, SOME OR ALL OF THE ABOVE MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR TORT (INCLUDING NEGLIGENCE). EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, LOST PROFITS, LOSS OF USE OF EQUIPMENT OR LOST CONTRACTS OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT.
19. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. (6) NEGLIGENCE OR WILLFUL MISCONDUCT BY YOU OR ANY THIRD PARTY ACCESSING THE SERVICES THROUGH YOUR ACCOUNT.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. FAILURE TO PROMPTLY NOTIFY YOU SHALL NOT MODIFY YOUR INDEMNIFICATION OBLIGATIONS UNLESS AND TO THE EXTENT THAT SUCH FAILURE MATERIALLY AND ADVERSELY AFFECTS YOUR ABILITY TO DEFEND THE CLAIM.
20. USER DATA
We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
You acknowledge that it is your responsibility to secure and back up your own data, and to ensure that your data complies with all applicable legal, regulatory, and contractual obligations, as well as any third-party terms of service when interacting through our Platform. Our data retention policies are in accordance with applicable laws and regulations, and we are not obligated to retain your data for any specific period beyond what is mandated by law.
21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
Unless otherwise stated in these Terms, you agree that any electronic communications will be provided to you at the email address you used during the registration process, and such communications are deemed received when sent, regardless of whether you continue to maintain or even regularly access that email address. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
22. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
The provision of this dispute resolution pathway does not constitute an admission that we are subject to the jurisdiction or laws of California, unless such jurisdiction or applicability of laws is mandated by applicable legislation.
23. MISCELLANEOUS
These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.
24. CONTACT US
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
Veritic AG
Dammstrasse 16
6300 Zug
Switzerland
info@veritic.com
Upon receiving your formal legal notice, we will aim to acknowledge it within 5 business days and resolve the complaint within 30 business days. A written response summarizing the outcome of your complaint will be sent to you at the conclusion of this process.