Master Terms and Customer Agreement

This Master Terms and Customer Agreement is an agreement between Verito Technologies LLC (“VTL,” “Verito”, “we,” “us,” or “our”) and you or the entity you represent (“Customer” or “you”) and contains the terms and conditions that govern Customer’s access to and use of the Service. This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Service, or when VTL and you execute an Order, or such other date as specified in the Order, as applicable (“Effective Date”). You represent to VTL that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, you represent to VTL that you have legal authority to bind that entity. Capitalized terms will have the meaning given to them in this Agreement. VTL and you may be individually referred to as “Party” and collectively as “Parties”.

PARTIES NOW AGREE AS FOLLOWS:

1. General

1.1 General. You may access and use the Services in accordance with this Agreement. Service Level Agreements may apply to certain Services. You will adhere to all laws, rules, and regulations applicable to your use of the Services. You will also adhere to the Supplementary Service Terms and the Applicable Policies.

1.2 Amendments.

1.2.1.VTL may modify this Agreement (including any Applicable Policies) at any time by posting a revised version on the VTL Site or by otherwise notifying you in accordance with this Agreement.

1.2.2. VTL may change, discontinue, or deprecate any of the Services or change or remove features or functionality of the Services from time to time. VTL will notify you of any material change to or discontinuation of the Services. VTL may change, discontinue or add Service Level Agreements from time to time in accordance with this Agreement. VTL will, in accordance with the Applicable Policies and its internal policies, notify you in advance regarding adverse changes in the Service Level Agreements applicable to a Service.

1.2.3. Subject to the advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the VTL Site regularly for modifications to this Agreement.

1.3 Orders. You may order the Services through the VTL Site. You may also place an order by email or by phone (details provided on VTL Site and/or this Agreement), in which case Parties will execute an order form in VTL’s format (“Order”). Each Order is incorporated herein by reference. This Agreement will govern and supersede such Order.

1.4 Service. The description of each Service is provided on the VTL Site, including the corresponding Supplementary Service Terms and the Service Level Agreements. The Supplementary Service Terms and Service Level Agreements are incorporated in this Agreement by reference, but will always remain subject to the terms of this Agreement. You confirm that you have read the Service description and are satisfied with it. VTL may provide additional information about a Service upon reasonable request.

1.5 Acceptable Use and other Applicable Policies. A Service may be used only in accordance with the Acceptable Use Policy, which is incorporated in this Agreement by reference.

1.6 Connectivity. You will be responsible for all hardware, networks, internet connectivity, communication devices, and other technology necessary to enable Customer to access and/or use any Service provided hereunder.

1.7 Change request. Any change(s) to the nature or scope of any Service must be agreed in writing by authorized representatives of both Parties. Any such amendment will be incorporated into this Agreement and subject to the terms and conditions of the applicable Supplementary Service Terms.

1.8 Service Term. The Service you purchase will commence from its Commencement Date and will be rendered until its Service Term, unless terminated earlier in accordance with this Agreement. Upon expiry of the Service Term, you may renew a Service through the VTL Site. In case of an executed Order, the Parties may extend / renew its Service Term in writing.

1.9 Term. This Agreement will be valid for the Term, unless terminated earlier in accordance with this Agreement.

1.10 Precedence. In case of a conflict between the various parts of the Agreement, the following order of precedence shall apply in respect of such conflict:

1.10.1. this Master Terms and Customer Agreement

1.10.2. the Acceptable Use Policy

1.10.3. other Applicable Policies

1.10.4. the applicable Supplementary Service Terms

1.10.5. the applicable Service Level Agreements

1.10.6. any other terms and conditions on the VTL Site, or otherwise communicated to Customer in writing in any manner, including the Documentation

1.10.7. an executed Order
Provided that, in each case, a clause in any item in the above order of precedence (“Specific Clause”) may supersede a clause in an item with higher precedence above (“Higher Priority Clause”) only if it makes a specific reference to such Higher Priority Clause and states that such Higher Priority Clause is overridden by that Specific Clause. In case of a conflict, a Specific Clause shall not supersede a Higher Priority Clause by general interpretation, without such a specific reference and overriding statement (and if no such specific reference and overriding statement is made, the above order of precedence shall continue to apply), unless both Parties agree to such general interpretation.

2. Account

2.1 Account. To access a Service, you may be required create a VTL account associated with a valid e-mail address or any other such identification as may be required. Unless explicitly permitted by the Supplementary Service Terms, you may only create one account per email address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, VTL and its affiliates are not responsible for unauthorized access to your account. You will contact VTL immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You may terminate your account at any time in accordance with this Agreement. You agree to our use and processing of any Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics for the purposes of providing support, analytics, investigating fraud, violation of this Agreement.

3. Support

3.1 VTL will provide maintenance and/or support services as part of a particular Service if and as set out in the Supplementary Service Terms or the Order. If maintenance and/or support services are not listed in the Supplementary Service Terms or the Order, then VTL will not be responsible for providing any maintenance and/or support services in relation to that Service. Separate charges may apply for maintenance and/or support. You are responsible for providing customer service (if any) to End Users. VTL does not provide any support or services to End Users unless VTL has a separate agreement with you or an End User obligating VTL to provide support or services.

4. Third Party Material

4.1 Third Party Material, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because VTL may not have tested or screened the Third Party Material, your use of any Third Party Material along with or as part of the Service is at your sole risk. To the limited extent a third party license expressly supersedes this Agreement, that third party license governs your use of that Third Party Material.

5. Security and privacy

5.1 VTL will use commercially reasonable efforts to employ measures it deems appropriate to endeavor to mitigate security risks with respect to its Services, but does not guarantee that any Service, or the use thereof, or any Customer Material stored, transferred, disseminated or otherwise used through or using a Service, will be secure, including against accidental or unlawful loss, access or disclosure.

5.2 You consent to the storage of Customer Material in, and transfer of Customer Material into, the countries and regions you require. You further agree to comply with all applicable laws regarding your creation, storage, access, transfer, export, import, publishing and sharing of Customer Information (including in the use of the Services)

5.3 VTL will not access or use Customer Material except as necessary to maintain or provide the Services, or as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, VTL will give you notice of any legal requirement or order requiring the access or transfer. VTL will only use your Account Information in accordance with the Privacy Policy, and you consent to such usage. The Privacy Policy does not apply to Customer Material.

5.4 VTL may retain Customer Materials in order to provide the Service and enforce the terms of the Agreement.

6. Customer Materials

6.1 All Customer Material must be either owned or licensed by you. VTL has no control over the Customer Materials. You grant VTL permission to use the Customer Material in the provision of Services, including for example, the right to create backup of Customer Materials, technically modify your Customer Material to enable access or output in different formats, use information about Customer Material to organize them on your behalf, and access Customer Material to provide technical support.

6.2 VTL disclaims any and all liability in connection with the Customer Material. You agree that you, and not VTL, is entirely responsible for all of the Customer Material that you store, transmit, host, upload, post, or otherwise make available or use through the Services. You assume all risks associated with the Customer Material.

6.3 You will ensure that the Customer Material do not violate any applicable laws, this Agreement or any Applicable Policies, as updated from time to time.

6.4 You acknowledge and agree that you are responsible for knowing, protecting, and enforcing any intellectual property rights you hold in any Customer Material, and that VTL cannot do so on your behalf.

6.5 You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup (not on VTL servers) of Customer Material at your end, which may include the use of encryption technology to protect Customer Material from unauthorized access and routine archiving Customer Material. VTL log-in credentials and private keys, if any, generated by the Services are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.

6.6 Restrictions.

6.6.1. You agree not to use or encourage, or permit others to store, upload, modify, publish, transmit, update or share any information including Customer Material that:

a. belongs to another person or on behalf of another person and to which you do not have any right;
b. is grossly harmful, harassing, threatening, derogatory, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
c. harms minors in any way;
d. incites others to commit violence;
e. infringes any patent, trademark, copyright or other proprietary, publicity, privacy rights;
f. violates any law for the time being in force;
g. deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
h. results in impersonation of any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity;
i. is someone’s personally identifiable or sensitive financial information;
j. contains software viruses, bugs, trojan horses, spyware, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
k. threatens the unity, integrity, defence, security or sovereignty of U.S. or any other country, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation; or
l. makes available any Material in contravention of this Agreement, or any Material on which you do not have a right to make available under any law or contractual or fiduciary relationship or in violation of any licence or other agreement by which you are bound

6.6.2. Any violation by you of the foregoing may result in immediate suspension or termination of your access to the Services without any refund of fees, including denying you access to all Customer Material on the Services on a permanent basis, and may also entail civil or criminal penalties, or both.

6.6.3. You agree not to send spam or use your account or to help others send spam. Spam is unsolicited bulk email, postings or instant messages. You may not use the Services in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, account, or network. You may not enable access to the Services by unauthorized third-party applications.

6.6.4. You acknowledge that VTL is only an intermediary with respect to all Customer Material. On receipt of a complaint from anyone that Customer Material allegedly infringes the intellectual property rights of a third party, or violates the restrictions as stated in this Agreement, VTL may remove or disable access to Customer Material, with or without prior notice to you.

7. Use of the Services

7.1 Restrictions. You shall access and use the Services (and any Third Party Material or VTL Infrastructure in relation thereto) strictly in accordance with this Agreement, including the Applicable Policies, and more particularly, you shall not:

7.1.1. decompile, disassemble, reverse engineer or attempt to derive the source code of or in any manner decrypt the Services, VTL Infrastructure or any Third Party Material;

7.1.2. make any modification, adaptation or improvement, enhancement, or derivative work of or from the Service or VTL Infrastructure (including any software provided, accessed or used as part of the Service) or incorporate any portion of the Service or VTL Infrastructure into your own programs or compile any portion of it in combination with your own programs, transfer it for use with another service;

7.1.3. violate any applicable laws or regulations including but not limited to relating to intellectual property rights, import and export control laws and regulations in connection with your access or use of the Services or VTL Infrastructure;

7.1.4. use the Services for any high risk activities;

7.1.5. access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, resell or sublicense the Services

7.1.6. remove or obscure any proprietary notice (including any notice of copyright or trademark) forming a part of the Service or Third Party Material;

7.1.7. use the Services for any revenue generation endeavor, or any other purpose for which it is not designed or intended;

7.1.8. publish, copy, offer for sale or commercial rental, license or otherwise lend the Services or transfer the licenses or any rights to use or access the Services and Third Party Material;

7.1.9. use the Services for data mining, scraping, crawling, redirecting, or for any purpose not in accordance with the Agreement;

7.1.10. use the Service for undertaking any hacking activities like breaching or attempt to breach the security of another user or attempt to gain access to any other person’s computer, software or data without the knowledge and consent of such person;

7.1.11. use the Service for creating a service or software that is directly or indirectly, competitive with the Service;

7.1.12. derive any confidential information, processes, data or algorithms from the Service; or

7.1.13. circumvent the digital rights management mechanisms used by the Service (or Third Party Material) to access, reproduce, store, etc., any Material, in an unauthorized manner and access or attempt to access the Material by unauthorized means.

7.2 HIPAA. Unless otherwise specified in writing by VTL, VTL does not intend use of the Services to create obligations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and makes no representations that the Services satisfy HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, Customer will not use the Services for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) unless Customer has received prior written consent to such use from VTL.

8. End User violations

8.1 You are responsible for ensuring all End Users