IMPORTANT: BY CLICKING YOUR ACCEPTANCE TO THESE TERMS AND/ORACCESSING OR USING THE SERVICES (DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMSAND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTHHEREIN PLEASE DO NOT USE THE SERVICES.
1. Acceptance of Terms
We may unilaterally change or add to the terms of these Terms atany time. In the event of a material change, We shall notify you via email orby means of a prominent notice on the Services. You should check our Servicesperiodically and review changes to the Terms at the following URL: https://www.verto.ai/terms . Bycontinuing to use the Services following such modifications, you agree to bebound by such modifications.
Subject to the terms andconditions set forth herein and payment of all applicable fees, Company hereby grants to you, and you accept, a personal, non-exclusive,non-transferable, non-sublicensable, revocable, limited license, during theterm of these Terms, to: (i) access and use the Services only according to theterms of these Terms; and (ii) implement Company's API on user's websites thatwere approved by Company ("User's Websites") in order todisplay service output (“Subscription Products”) on User's Websites.
3. Limitations on Use
Except as explicitly permittedherein, you agree not to (i) post the Subscription Products on any websiteexcept for User's Websites; (ii) sell, license (or sub-license), lease, assign,transfer, pledge, or share your account, the Subscription Products and/or anyof your rights under these Terms with/to any third party; (iii) transfer,distribute, scrap or copy all or any part of the Services, the SubscriptionProducts and/or the Company IPR (as defined below) and/or use the Services as a servicebureau; (iv) syndicate any part of the Services or refer to the Services byuse of framing; (v) make use of the Services in any jurisdiction where same areillegal or which would subject Company or its affiliates to anyregistration requirement within such jurisdiction or country; (vi) use, or encourage,promote, facilitate or instruct others to use the Services for any illegal,harmful or offensive use; (vii) transmit or upload any viruses, spyware orother harmful, infringing, illegal, disruptive or destructive content or files;(viii) use the Services in a manner that is reasonably likely to bring anyperson or property into disrepute, including any use in advertising orpromoting illegal behavior, hostility or discrimination based on race,religion, ethnic background, sex, age, disability or sexual preference or anyother subject matter that would be reasonably likely to be offensive orunflattering to any such person or proper, (ix) access the Services through oruse with the Services any automated or unauthorized means, services or toolsincluding without limitation any data mining, robots, or any other automatedmeans or data gathering and extraction tools, including without limitation"deep-linking", "page-scrape", "robot","spider" or other automatic device, program, algorithm or methodology,or any similar or equivalent manual process in order to , access, acquire,copy, extract for re-utilization of, or monitor any parts of this Services; (x)perform any act that destabilizes, interrupts or encumbers the Services ortheir servers or use “load testers”, that enable sending more request messagesto the servers of the Services, in a given period of time, than a human canreasonably send in that time period by using the Services; (xi) copy, modify,translate, reverse engineer, decompile, disassemble (except to the extentapplicable laws specifically prohibit such restriction), make any attempt todiscover the source code of the Services and/or any other software available onthe Services or create derivative works thereof; (xii) attempt to interferewith, hack into or decipher any transmissions to or from the servers for theService; (xiii) download or otherwise export or re-export the Services or SubscriptionProducts or underlying information or technology (a) into (or to a national orresident of) Cuba, Iraq, Libya, North Korea, Lebanon, Iran, Syria or anyother country to which the U.S. and/or Israel has embargoed goods andservices; or (b) to anyone on the U.S. Treasury Department's list of SpeciallyDesignated Nationals or the U.S. Commerce Department's Table of Denial Orders.
You are solely responsible forobtaining, paying for, repairing and maintaining all the equipment, software,hardware and services required for getting access to and using the Services.
4. Ownership of Proprietary Rights
The Services, API, Analytics Data(defined below) and Subscription Products, including without limitation anyunderlying data, software, platforms, algorithms, technology, applicationdesign and look and feel, any information, services, texts, files, images,videos, organization, structure, specifications, Feedback (defined below), features andCompany's logos, trade-names and brands, and any enhancements, improvements andderivatives thereof and all Intellectual Property Rights related thereto("Company IPR") are the property of Company and/or its licensors who retain all right, title and interest inconnection therewith.
No transfer or grant of anyrights by Company is made or is to be implied by any provision of these Terms orby any other provision contained in the Services with respect to the Company IPR or otherwise, except for the limited license set forth inSection 2 above.
“Analytics Data” means any anonymous, aggregated and/ornon-identifiable information which is derived from the use of the Services.
"Intellectual Property Rights" means worldwide,whether registered or not (a) rights associated with works of authorship,designs, mask works and photography including copyrights; (b) trademarks,service marks, domain names, logos, trade names, trade dress, the right topublicity and goodwill rights; (c) patents, patent applications and industrialdesigns; (d) trade secrets; (e) rights analogous to those set forth herein andany other proprietary rights relating to intangible property; (f) divisions,continuations, renewals, reissues and extensions of the foregoing (asapplicable) now existing or hereafter filed, issued, or acquired.
5. Your Account
You are solely responsible forany actions performed in the Services under your credentials. Keeping your credentialssafe is your sole responsibility. If you have any reasons to suspect that your credentialswere discovered by any third party or that there was an unauthorized access toyour account you will immediately notify Company and modify your login information.The Services are intended for use by users at least eighteen (18) years old, you hereby declare that you are eighteen (18) years old or older and undertake to monitor your account toensure that no minor under that age has access to the Services.
We appreciate hearing from ourusers and welcome your comments regarding the Services. Notwithstanding anythingto the contrary herein, please be advised, however, that if you send us ideas,suggestions, inventions, or materials regarding the Services ("Feedback"),we shall: (i) own all right, title and interest in and to the Feedback withoutany restriction; (ii) not be subject to any obligation of confidentiality; and(iii) be entitled to unrestricted use of the Feedback for any purposewhatsoever, without compensation or credit to you or any other person.
Fees. The Services are subject topayment of fees according to Company’s then current price list and subscriptionterms ("Fees"). Company may, at its discretion, at any time,change the Fees and/or payment method. You will be charged the Fees that arisefrom such changes only after the change is displayed on the Services. Bycontinuing to use the Services following such notice, you agree to be bound bysuch modifications.
Taxes. The Fees are exclusive oftaxes, if any, which taxes will be borne by you. You are responsible for reportingand paying taxes in connection with the Services, along with any relatedpenalties or interest, as applicable to your purchase or country of purchase.In the event that you are required by law to deduct and/or withhold any amountfrom any payments made hereunder the Fees shall be deemed as grossed-up andincreased such that the actual net amount to be paid to Company shall be equalto the Fees that would have been due to Company without such deduction orwithholding.
7. User Warranties and Representations
You represent and warrant to Companythat: (a) you have, and will have at all times, all rights, licenses andconsents required for your use of the Services; (b) you, User’s Websites and youryour use of the Services will comply with all applicable laws, regulations,rules and standards; (c) you are not located in or a national or resident ofany of the countries or entities referred to in Section 3(xiii) above and/or any country or entity that is subject to aU.S. Government embargo, or that has been designated by the U.S. Government asa “terrorist supporting” country and are not listed on any U.S. Government listof prohibited or restricted parties.
YOU AGREE THAT YOUR USE OF THESERVICES AND/OR THE COMPANY IPR SHALL BEAT YOUR OWN RISK. THE SERVICES, INCLUDING WITHOUT LIMITATION THE SUBSCRIPTIONPRODUCTS, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KINDEITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TOAPPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDINGWITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT ANDFITNESS FOR A PARTICULAR PURPOSE.
COMPANY DOES NOT WARRANT THAT THE SUBSCRIPTION PRODUCTS AND/ORSERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THESE SERVICES OR THESERVER(S) THAT MAKES THESE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHERHARMFUL COMPONENTS. WE DO NOT WARRANT THE QUALITY OF THE 3D RENDERING OR THEDISPLAY OF THE SUBSCRIPTION PRODUCTS. WE DO NOT WARRANT THE RESPONSE TIME OFTHE SUBSCRIPTION PRODUCTS AND THE TIME IT TAKES SUBSCRIPTION PRODUCTSTO BEDISPLAYED.
The company will allocate limited resources for the syndicationof the Subscription Products (e.g. by number of concurrent users), as set forthin your subscription plan and/or our policies on the Services. If you exceedthe allocated resources performance may be affected significantly. It is your sole responsibility to manage theseresources properly.
THE TIMETABLES FOR THE CREATION OF THE SUBSCRIPTION PRODUCTS, ASPRESENTED ON THE SERVICES, ARE ONLY ESTIMATES. TIMETABLES MAY VARY, DEPENDINGON VARIOUS FACTORS, SUCH AS THE COMPLEXITY OF MODELING THE PRODUCT OR COMPANY'SWORKLOAD. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL CONFORM WITH THETIMETABLES SET FORTH IN THE SERVICES.
COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDINGTHE USE OR THE RESULTS OF THE USE OF THE COMPANY IPR, THE SUBSCRIPTION PRODUCTSOR SERVICES INCLUDING WITHOUT LIMITATION THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY,AVAILABILITY, TIMELINESS OR OTHERWISE. YOU ARE RESPONSIBLE FOR TAKING ALLPRECAUTIONS NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE,LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THESERVICES AND/OR ANY OF THE COMPANY IPR.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIEDWARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
10. Limitation of Liability
TO THE MAXIMUM PERMITTED UNDERLAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL COMPANY AND ITS AFFILIATES,PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS,SUBCONTRACTS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY,EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY,WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT,INCIDENTAL, CONSEQUENTIAL INCLUDING WITHOUT LIMITATION ANY LOST PROFITS ANDLOST BUSINESS OPPORTUNITIES, BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL,USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGESTHAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE SERVICES,SUBSCRIPTION PRODUCTS AND/OR COMPANY IPR, OR RELIANCE ON ANY OF THE FOREGOINGOR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANYOTHER FAILURE TO PERFORM BY COMPANY. WITHOUT DEROGATING FROM THE FOREGOING, IFDESPITE THE FOREGOING COMPANY WILL BE FOUND LIABLE OR RESPONSIBLE BY ACOMPETENT AUTHORITY, UNDER ANY LEGAL THEORY, COMPANY'S AGGREGATE LIABILITYSHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO COMPANY BY YOU IN THE PRECEDINGSIX (6) MONTHS PERIOD.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OFLIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THEABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS ANDLIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL BARGAINED FORBASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTEDIN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
You agree to defend, indemnifyand hold Company and anyone on its behalf, including but not limited to, all ofits owners, managers, officers, affiliates, employees, licensors and suppliersharmless against any losses, expenses, costs, claims, damages (includingattorneys' fees, expert fees' and other costs of litigation) arising from,incurred as a result of, or in any manner related to: (i) Your use of theServices; (ii) User’s Websites and/or (iii) any breach of these Terms.
12. Third Party Content
13. Notice And Takedown
In the event that you believethat any content included in the Services violates your Intellectual PropertyRights, right to privacy or is defamatory or otherwise illegal, inappropriateor offensive, please file a detailed notice of complaint to Company,identifying such content and detailing the facts basis of your complaint and wewill make reasonable efforts to remove the content. We will not be able toremove any content that was published outside the Services. You shall removeany of Your Content you shared, posted and/or reposted outside the Servicesupon Company's first demand.
You may terminate these Terms atany time by electing to end your subscription in your account on the Services,effective at the end of the then current month. Fees are non-refundable. We mayterminate these Terms and/or suspend your right to access or use any portion orall of the Services and/or Company IPR immediately (including withoutlimitations the license set forth in Section 2 above), at our sole discretion withoutnotice. Upon termination you shall: (i) immediately cease using the Services;(ii) pay all outstanding Fees; and (iii) the following Sections shall survive: 1,3,4, 6.2, and 7-15.
(i) These Terms shall be governedby and construed in accordance with the laws of Israel, without regard to theprinciples of conflict of law therein. The parties consent to the exclusivejurisdiction of the courts of Tel-Aviv. The application of the United NationsConvention of Contracts for the International Sale of Goods or otherinternational laws is expressly excluded; (ii) if any provision of these Termsis held to be unenforceable, such provision shall be reformed only to theextent necessary to make it enforceable and if such provision is determined tobe invalid or unenforceable nonetheless, the provision shall be deemed to beseverable from the remainder of these Terms and shall not cause the invalidityor unenforceability of the remainder of these Terms; (iii) You acknowledge andagree that Company has the right, at any time and for any reason, to redesignor modify the Company IPR and other elements of the Services or any partthereof; (iv) these Terms are the entire agreement between you and Company regarding the subject matterherein and these Terms shall not be modified except by a written instrumentexecuted by both parties; (v) Company may assign these Terms, in whole or in part, in its solediscretion. You are not entitled to assign or otherwise transfer the Terms, orany of your rights or obligations hereunder, to any third party without theprior written consent of Company. Any unauthorized assignment will be void and of no force oreffect; (vi) no provisions of these Terms are intended or shall beconstrued to confer upon or give to any person or entity other than you and Company any rights, remedies or otherbenefits under or by reason of these Terms; (vii) Company's failure to enforce any rightsgranted hereunder or to take action against you in the event of any breachhereunder shall not be deemed a waiver by Company as to subsequent enforcement ofrights or subsequent actions in the event of future breaches; (viii) allwaivers must be in writing. Any waiver or failure to enforce any provision ofthese Terms on one occasion will not be deemed a waiver of any other provisionor of such provision on any other occasion; (ix) ANY CAUSE OF ACTION INITIATEDBY YOU AND ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE(1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION ISPERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY CLAIM YOU MAY HAVE IN RESPECTTHEREOF.
If you have any further questions or require furtherclarification, please contact us by sending an e-mail to: firstname.lastname@example.org
Last updated March 30, 2022