Terms of usage

Authorized Use of Site

The Site is provided for your personal and non-commercial use and for informational purposes only. Any other use of the Site requires the prior written consent of VerusAI.


Unauthorized Usage of Site

You may not use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Site. Further, you may not use any such automated means to manipulate the Site, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt, the Site or any other visitor’s use of the Site, including, without limitation, via means of overloading, “flooding”, “mail-bombing” or “crashing” the Site, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under this Agreement. You may not resell use of, or access to, the Site to any third party without our prior written consent.


Grant and Use Rights

VerusAI hereby grants you a non-exclusive, non-transferable license, without rights to sublicense, to use the VerusAI Service (the “Service”) for your internal operations only for the time period (the” Subscription Term”) that you have paid/or agree to pay the applicable fees. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or Software, or any intellectual property rights. The Service is intended for your organization’s use only, and provided to you “as is”, and are subject to modification from time to time and at VerusAI’s sole discretion. All rights not expressly granted to you are reserved by VerusAI. Except as expressly set forth herein, VerusAI alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service and/or the Software, which are hereby assigned to VerusAI.


Privacy

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).

The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or © was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, VerusAI may collect data with respect to and report on aggregate measures of the Services’ performance and other measures to enhance the performance of the Services.

VerusAI agrees that all information and data generated, processed, or stored on the Service (as intended usage of the Service), including Customer’s log and machine-generated data produced by applications and systems are Customer’s Proprietary Information. Except for such Proprietary Information, Customer acknowledges that VerusAI does not wish to receive any Proprietary Information from Customer that is not necessary for VerusAI to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, VerusAI may reasonably presume that any unrelated information received from Customer is not confidential or Proprietary Information.

Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers. :


Password and Primary Contact

You are responsible for establishing a username and password (or any other means required by VerusAI) for verifying that only designated employees of You have access to any administrative functions of the Services. You will be responsible for maintaining the security of Your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Your account with or without Your knowledge or consent.

You will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). You may change the individual designated as Primary Contact at any time by providing written notice to VerusAI. VerusAI is not liable for any losses, damages, claims, demands, actions, costs and expenses (including reasonable attorneys’ fees and court costs) arising from or created by any of your acts or omissions related to the access or use of the Service.


Limitation of Liability

VerusAI, its clients, and their respective parent companies, subsidiaries, affiliates, directors, officers, investors, managers, employees, and agents (collectively, “Released Parties”) shall not be liable for any damages, special, consequential, or otherwise, arising out of, or in any way connected with your use of the Site. WHILE VerusAI USES REASONABLE EFFORTS TO INCLUDE UP-TO-DATE INFORMATION ON THE SITE, VERUSAI MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS. VERUSAI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT ON THE SITE. YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED “AS IS” AND VERUSAI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE SITE. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, VERUSAI DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VERUSAI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VERUSAI SHALL NOT BE LIABLE FOR THE USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. IN NO EVENT WILL VERUSAI BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY PART OF THESE WARRANTY DISCLAIMERS OR LIMITATIONS OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON OR IF WE ARE OTHERWISE FOUND TO BE LIABLE TO YOU IN ANY MANNER, THEN OUR AGGREGATE LIABILITY FOR ALL CLAIMS UNDER SUCH CIRCUMSTANCES FOR LIABILITIES SHALL NOT EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.


Indemnification

You agree to indemnify, defend, and hold harmless VerusAI, its affiliates and its Content Providers from and against any and all claims, liabilities, losses, costs (including, but not limited to, reasonable attorneys’ fees), and/or damages of any kind arising from or relating to: (i) your use of the Service; (ii) your breach of this Agreement; and (iii) any messages, information, or materials uploaded, posted, published, or transmitted by you in connection with the Service (including, without limitation, in any Discuss Area (as defined below) that may be made available as part of the Service).


Copyright and Trademarks

All materials included on the Site including but not limited to text, design, graphics, interfaces, or code and the selection and arrangements thereof is copyrighted as a collective work under the United States and other copyright laws, and is the intellectual property of VerusAI or its clients, unless otherwise noted or attributed. VerusAI and the VerusAI logo are trademarks and service marks of VerusAI. You may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit, distribute, modify, remove or create derivative works of any information from the Site in whole or in part without the prior written permission of VerusAI.


Third Party Sites

This Site may contain links to other third party websites not maintained by VerusAI. Other third party websites may also reference or link to our Site. We encourage you to be aware when you leave our Site and to read the terms and conditions and privacy statements of each and every website that you visit. We are not responsible and make no representations or warranties for the third party websites or any content that may be linked to through a third party hyperlink.


Waiver

The failure of VerusAI to partially or fully exercise any rights or the waiver of VerusAI of any breach of these Terms of Use by you shall not prevent a subsequent exercise of such right by VerusAI or be deemed a waiver by VerusAI of any subsequent breach by you of the same or any other term of these Terms of Use. The rights and remedies of VerusAI under these Terms of Use and any other applicable agreement between you and VerusAI shall be cumulative, and the exercise of any such right or remedy shall not limit VerusAI’s right to exercise any other right or remedy.


Governing Law

The laws of the State of New York shall govern these Terms of Use. Claims may not be resolved through any form of class action. YOU HEREBY EXPRESSLY CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE COURTS LOCATED IN NEW YORK COUNTY, NEW YORK FOR ALL MATTERS ARISING IN CONNECTION WITH THESE TERMS OR YOUR ACCESS OR USE OF THE SITE.


Changes

All information posted on the Site is subject to change without notice. In addition, these Terms of Use may be changed at any time without prior notice. We will make such changes by posting them on the Site. You should check the Site for such changes frequently. Your continued access of the Site after such changes conclusively demonstrates your acceptance of those changes.


Severability

If any part of these Terms of Use shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms of Use, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.


Entire Agreement

This Agreement shall constitute the entire agreement between you and VerusAI regarding the subject matter hereof and shall supersede any and all prior negotiations, representations, warranties, undertakings, or agreements, written or oral, between the parties regarding such subject matter.

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