Verosint Terms of Use

By agreeing to an online sign-up or subscription flow that references these Terms of Service, or by registering for, accessing or using the Services (as defined below), you (“Customer”) accept and agree to be bound by these Terms of Service (this “Agreement”), and that this Agreement forms a binding contract entered into between Customer and Verosint, Inc., a Delaware corporation (“Verosint”).  By entering into this agreement on behalf of a company, organization or other legal entity, such as Customer’s employer, Customer represents that it has the authority to bind such entity and its affiliates to the terms of this Agreement, and, accordingly, "Customer" shall refer to such entity and its affiliates.  Customer and Verosint may be referred to herein individually as a “Party” or collectively as the “Parties”. 

If Customer does not agree to all of the terms of this Agreement, or does not have authority to enter into this Agreement, then Customer may not use the Services.

Please note that Verosint may modify the terms and conditions of this Agreement from time to time in accordance with Section 1.2.

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1. Services and Support
   1. Services. Verosint provides risk scoring services, which may include, without limitation, software, client applications, SDKs, APIs and hosted subscription services (collectively, the “Services”) to Customer. Subject to the terms and conditions of this Agreement, Verosint will use commercially reasonable efforts to provide Customer (i) the Services solely for Customer’s internal business operations in accordance with the terms, limitations and restrictions set forth herein, and (ii) reasonable support services in accordance with Verosint’s standard practices.
   2. Evaluation Services. From time to time, Customer may be invited to try certain services for a free trial or evaluation period or if such services are not generally available to customers (collectively, “Evaluation Services”). Evaluation Services will be designated as beta, pilot, evaluation, trial, limited release or the like. Evaluation Services are for Customer’s internal evaluation purposes only and are not for production use, are not considered “Services” under this Agreement, are not supported, are provided “as is,” “with all faults” and without warranty of any kind and may be subject to additional terms.  Unless otherwise stated, any Evaluation Services trial period will expire sixty (60) days from the trial start date.  Verosint may discontinue Evaluation Services at any time at its sole discretion and may never make Evaluation Services generally available.  Verosint will have no liability for any harm or damages arising out of or in connection with any Evaluation Services.
2. License and Restrictions 
   1. License. Subject to the terms and conditions set forth in this Agreement, Verosint hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable license to use the Services, including any applications, SDKs, APIs, documentation or data related to the Services and provided by Verosint in connection therewith (collectively, the “Software”) solely during the Term and solely internally in connection with the Services and for no other purpose. All information concerning the Services and Software constitutes Confidential Information (as defined herein) of Verosint and is subject to the terms of this Section 2 and Sections 3 and 4, including, without limitation, data provided in the course of use of the Services and documentation regarding the Services.
   2. Restrictions. Customer shall use the Services solely as expressly permitted herein. Customer shall not, directly or indirectly: 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 Software; modify, translate, or create derivative works based on the Services or Software (except to the extent expressly permitted by Verosint in writing or authorized within the Services); use (or disclose) the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; use or access the Services or any Software to develop a product or service that is competitive with the Services or engage in competitive analysis or benchmarking; remove any proprietary notices or labels; or modify, adapt or hack the Services, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. 
   3. Usage Monitoring. Although Verosint has no obligation to monitor Customer’s use of the Services, Verosint may do so and may prohibit any use of the Services, or disable content or data, it believes may be, or is alleged to be, in violation of the foregoing or any other term of this Agreement
3. Third Party Services

The Services may provide, or third parties may provide via the Services, links, integrations or other access to third party sites, services, content and resources (collectively, “Third Party Services”). Verosint has no control over any Third Party Services and Verosint is not responsible for, and does not endorse, any Third Party Services. Customer further acknowledges and agrees that (i) any dealings Customer has with any Third Party Services are solely between Customer and the relevant third party, and such dealings are subject to the relevant terms and privacy policies of such Third Party Services, and (ii) Verosint will not be, directly or indirectly, responsible or liable for, and Customer hereby agrees to hold Verosint harmless from and against, any damages, harm, liabilities, losses or expenses in any way arising from or relating to any Third Party Services or Customer’s use thereof.

4. Intellectual Property; Confidential Information; Feedback
   1. Verosint Intellectual Property. Customer acknowledges that, as between Customer and Verosint, Verosint owns all right, title, and interest, including all intellectual property rights, in and to the Services and the Software, and any and all intellectual property contained therein or provided to Customer in connection with the foregoing (collectively “Verosint IP”). For the avoidance of doubt, Verosint IP includes Anonymous Data (as defined below) and any information, data, or other content derived from Verosint’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data. 
   2. Confidentiality.
      1. Confidential Information.  “Confidential Information” means all information, including know-how and the subject matter of any unpublished invention, or any material in tangible form, in each case, that is disclosed or made available under this Agreement by the Disclosing Party (as defined herein) to the Receiving Party (as defined herein) and that is marked as “Confidential” as the time it is disclosed or delivered to the Receiving Party (or, if disclosed orally, is identified as confidential when disclosed) or would be readily recognized by a reasonable person to be confidential or proprietary to the Disclosing Party whether it was marked or identified as confidential or proprietary. For the avoidance of doubt, Verosint IP shall be Confidential Information.
      2. Restrictions on Use and Disclosure.  A Party (“Receiving Party”) receiving Confidential Information of the other Party (“Disclosing Party”) shall (i) keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it; (ii) not use such Confidential Information other than as expressly permitted under the terms of this Agreement; (iii) take all reasonable steps to prevent unauthorized disclosure or use of the Disclosing Party’s Confidential Information, and to prevent it from falling into the public domain or the possession of unauthorized persons; and (iv) disclose the Confidential Information only to those employees or agents of the party who need access to the Confidential Information for purposes of the Party meeting and carrying out its obligations hereunder and who have executed a confidentiality agreement which protects the Disclosing Party’s Confidential Information.  Without limiting the foregoing, each Party shall use at least the same degree of care which it uses to prevent the disclosure of its own Confidential Information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement.
      3. Exceptions.  The above confidentiality obligations shall not apply to information which, as can be established by the Receiving Party, (a) was communicated to the Receiving Party from a third party entitled to make such a disclosure; (b) was already in the public domain or subsequently entered the public domain through no fault of the Receiving Party; (c) was already known by the Receiving Party prior to disclosure from the Disclosing Party; or (d) is to be disclosed pursuant to any legal, regulatory or stock exchange requirement (but only to the extent such information needs to be disclosed).
      4. Remedies.  Unauthorized use by either Party of Confidential Information provided to it by the other Party hereunder will diminish the value to the other Party of such information.  Therefore, if either Party breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential Information hereunder, the other Party shall be entitled to equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages.
      5. Survival.  The obligations set forth in this Section 5 shall survive any expiration or termination of this Agreement and shall survive from the date of expiration or termination of this Agreement.  To the extent that any of the Confidential Information disclosed hereunder is a trade secret, the obligations set forth herein will survive the termination of this Agreement for so long as the information disclosed qualifies as a trade secret under the requirements of applicable laws.
   3. Customer Data. Verosint acknowledges that, as between Verosint and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services (“Customer Data”). Customer hereby grants to Verosint (i) a non-exclusive, royalty-free, worldwide license to reproduce, distribute and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Verosint to provide the Services to Customer during the Term; and (ii) a non-exclusive, royalty-free, irrevocable, worldwide license to use Customer Data to produce data and information related to Customer’s use of the Services that is maintained in de-identified, aggregated or otherwise anonymized manner, that does not identify Customer or any natural persons (“Anonymous Data”), that is used by Verosint to provide, operate and improve the Services, and which Anonymous Data may be modified, distributed or otherwise used by Verosint for any lawful purpose.
   4. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Verosint by mail, email, telephone or otherwise suggesting or recommending changes to the Services or Verosint IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions or the like (“Feedback”), Verosint is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Verosint on Customer’s behalf, and on behalf of its employees, contractors and agents, all right, title and interest in, and Verosint is free to use without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever; provided, however, that Verosint is not required to use any Feedback.
   5. Performance Data. Notwithstanding anything to the contrary, Verosint shall have the right to collect and analyze data and information relating to the use and performance of various aspects of the Services and related technologies (including Customer Data and data derived therefrom), and Verosint will be free (during and after the Term) to (i) use such information and data to provide, improve and enhance the Services and other Verosint products, services and other offerings, and (ii) otherwise use and disclose such data solely in aggregated or other de-identified form in connection with its business.
   6. Reservation of Rights. Verosint reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Verosint IP or Verosint’s Confidential Information.
5. Term and Termination; Suspension
   1. Term. Subject to earlier termination as provided herein, this Agreement shall continue in effect for so long as Customer continues their use of the Services or maintains their account as a user of the Services, whichever is later (the “Term”).
   2. Termination. Customer may terminate this Agreement, subject to the terms herein, at Customer’s discretion, by deleting Customer’s user account and ceasing all use of the Services.  Verosint may terminate this agreement, subject to the terms herein, at its discretion, upon fourteen (14) days’ prior written notice to Customer. 
   3. Immediate Termination or Suspension by Verosint. Notwithstanding anything to the contrary in this Agreement, Verosint may terminate or suspend Customer’s access to or use of any portion or all of the Services if: (i) Verosint reasonably determines that (a) Customer poses a threat to or causes an attack on the Services or means used to provide the Services, or any of the Verosint IP or Verosint’s Confidential Information; (b) Customer’s use of the Services disrupts or poses a security risk to the Services or means used to provide the Services, to Verosint IP or Verosint’s Confidential Information or to any other customer or vendor of Verosint; (c) Customer is using the Verosint IP or Verosint’s Confidential Information for unauthorized, fraudulent or illegal activities; (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (e) Verosint’s provision of the Services to Customer is prohibited by applicable law; (ii) any vendor of Verosint has suspended or terminated Verosint’s access to or use of any Third Party Services or third party products required to enable Customer to access the Services; or (iii) Customer breaches any obligations set forth in Section 2.2, this Section 4 or Section 7.2. Verosint shall use commercially reasonable efforts to provide written notice of any immediate termination or suspension of the Services pursuant to this Section 5.3. In the case of a suspension, Verosint shall use commercially reasonable efforts to provide updates regarding resumption of access to the Services and to resume providing access to the Services as soon as reasonably possible after the event giving rise to suspension is cured. Verosint will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of a termination or suspension pursuant to this Section 5.3.
   4. Effect of Expiration or Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Services, Verosint IP and Verosint’s Confidential Information and Customer shall delete, destroy or return, at Verosint’s sole discretion, all copies of the Verosint IP and Verosint’s Confidential Information and certify in writing to Verosint that all copies of Verosint IP and Verosint’s Confidential Information has been returned, deleted or destroyed, as applicable.
   5. Survival. This Section 5 and Sections 1, 3, 4, 6, 7, 8 and 9 shall survive any termination or expiration of this Agreement.
6. Indemnification
   1. Verosint Indemnification. Verosint shall indemnify, defend and hold harmless Customer from and against any and all losses, damages, liabilities and costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third party claim, suit, action or proceeding (“Third Party Claim”) alleging that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, provided that (i) Customer promptly notifies Verosint in writing of the claim, (ii) cooperates with Verosint in the defense of the claim, and (iii) allows Verosint sole authority to control the defense and settlement of such claim. If such a Third Party Claim is made or appears possible, Customer agrees to permit Verosint, at Verosint’s sole discretion, to (a) modify or replace the Services, or component or part thereof, to make it non-infringing, (b) obtain the right for Customer to continue use the Services, or (c) if Verosint determines that neither (a) nor (b) is reasonably available, Verosint may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 6.1 shall not apply to the extent that the alleged infringement arises from: (A) Customer’s use of the Services in combination with data or software not provided by Verosint or authorized by Verosint in writing; (B) modifications to the Services not made by Verosint; (C) portions or components of the Services made in whole or in part with Customer specifications; (D) Customer’s use of the Services in a manner not permitted by or not in accordance with this Agreement; or (E) Customer Data. 
   2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Verosint’s option, defend Verosint from and against any Losses resulting from any Third Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data or software not provided by Verosint or authorized by Verosint in writing; or (iv) modifications to the Services not made by Verosint, provided that Customer may not settle any Third Party Claim against Verosint unless Verosint consents to such settlement, and further provided that Verosint will have the right, at its option, to defend itself against any such Third Party Claim or to participate in the defense thereof by counsel of its own choice. 
   3. Sole Remedy. Customer acknowledges that this Agreement governs Customer’s use of a free version of the Services. As such, this Section 6 and Section 7 and 8 set forth Customer’s sole remedies and Verosint’s sole liability and obligation for any actual, threatened or alleged claims that the Services infringe, misappropriate or otherwise violate any intellectual property rights of any third party.  The Parties agree that the remedies of each against the other for breach of this Agreement shall be limited to enforcement of this Agreement and recovery of the amounts and remedies provided for herein, and in no event will Verosint be liable under this Agreement for any monetary damages for breach of this Agreement.
7. Limited Warranties and Disclaimers
   1. Verosint Limited Warranties.  Verosint shall 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 Verosint or by third party providers, or because of other causes beyond Verosint’s reasonable control, and in such cases, Verosint shall use reasonable efforts to provide advance notice of any scheduled service disruption. 
   2. Customer Warranties.  Customer represents, covenants and warrants that Customer and its end users will use the Services only in compliance with Verosint’s published policies and codes of conduct then in effect and all applicable laws and regulations (including, without limitation, those relevant to privacy, spam, intellectual property and the like).  
   3. Disclaimers. THE SERVICES ARE PROVIDED “AS IS” AND Verosint HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. Verosint SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Verosint MAKES NO WARRANTY OF ANY KIND THAT THE Verosint IP OR Verosint’S CONFIDENTIAL INFORMATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.
8. Limitation of Liability

IN NO EVENT WILL Verosint BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER Verosint WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL Verosint’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED ONE THOUSAND DOLLARS ($1,000). 

9. Miscellaneous
   1. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
   2. Marketing. Verosint shall have the right to use Customer’s name in a factual manner for marketing or promotional purposes on Verosint’s website(s), communications with existing or prospective or other customers or other marketing materials; provided that Verosint shall notify any such usage of Customer’s name to Customer for prior approval, which prior approval shall not be unreasonably withheld, conditioned or delayed by Customer.
   3. Entire Agreement. This Agreement, together with any modification and/or amendments, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements and representations and warranties, both written and oral, with respect to such subject matter. 
   4. Amendment and Modification; Waiver. Verosint reserves the right to change or modify portions of this Agreement at any time. If Verosint modifies this Agreement, it will update the Agreement on this page and indicate at the top of this page the date that this Agreement was last updated. Verosint will also notify Customer of changes to this Agreement via the Services or by other reasonable means (including, without limitation, by email). Any such changes will become effective upon the date this Agreement is updated. Customer’s continued use of the Services after the date any such changes become effective constitutes acceptance of this Agreement with any such changes or modifications. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
   5. Force Majeure. Notwithstanding anything to the contrary herein, in no event shall Verosint be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Verosint’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, epidemic, explosion, war, terrorism, interruption of national infrastructure operations, cybersecurity attack, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
   6. Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, Verosint shall modify this Agreement in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
   7. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in the City of Austin, Texas and Travis County, Texas and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. 
   8. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Verosint, which consent shall not be unreasonably withheld. Any purported assignment or delegation in violation of this Section 9.8 will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. 
   9. Subcontractors. Verosint may use subcontractors in the provisioning of the Services, and in its performance of its obligations and exercise of its rights hereunder; provided, however, that Verosint shall remain responsible for any such subcontractor’s performance hereunder.
   10. Export Regulation. Customer shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US. 

Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 7.2, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, injunction or any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.