Veritium Terms of Service
Version v1.2
Last updated: October 2024
By using Veritium’s Service Offerings, you agree to be bound by these Terms of Service (“Terms of
Service”) and the Service Offering Documentation, which together constitute the “Agreement.” If you do
not agree to any portion of the Agreement, you must not use Veritium’s Service Offerings. Veritium’s
Terms of Service apply only to the services Veritium provides. Veritium’s Service Offerings uses several
sub-services such as Amazon AWS, Microsoft Azure and Google GCP, as the underlying technology
platform for the solution offering. By utilizing this Veritium’s Service Offering, the Customer agrees to be
bound by the terms and conditions set forth in the sub-servicers Customer Agreement. The Customer
further acknowledges and agrees that Veritium shall not be held liable for any responsibilities or
obligations attributed to sub-servicer under the relevant sub-servicer Customer Agreement. This applies
to all sections of this document unless specifically detailed otherwise. The Agreement will remain in effect
during the relevant Subscription Term or until terminated as specified in the Agreement.
1. THE SERVICE OFFERING
1.1 You may use the Service Offering only for your own benefit and the benefit of your affiliates. You
may not resell or sublicense your entitlement to the Service Offering without explicit written permission
identified on a purchase order or quote.
1.2 You must not use the Service Offering (a) in a way prohibited by law or that would cause you or
us to be out of compliance with applicable law, (b) to violate the rights of others, (c) to try to gain
unauthorized access to, test the vulnerability of, or disrupt the Service Offering or any other service,
device, data, account, or network, (d) to distribute spam or malware, (e) in a way that could harm the
Service Offering or impair anyone else’s use of it, (f) in a way intended to work around the Service
Offering’s technical limitations, recurring fees calculation, or usage limits, or (g) for High Risk Activities.
1.3 You must not upload into the Service Offering any content that: (a) may create a risk of harm or
loss or damage to any person or property; (b) may constitute or contribute to a crime or a tort; (c) includes
any data that is illegal, unlawful, harmful, pornographic, defamatory, infringing, or invasive of personal
privacy or publicity rights; (d) contains any data that you do not have a right to upload into the Service
Offering or (e) is otherwise prohibited as specified in the Agreement.
1.4 If you are provided access to a Service Offering or to features or functionality of the Service
Offering free of charge, for evaluation, trial, proof of concept, or similar purposes (an “Evaluation
Service”), you must use the Evaluation Service appropriately in good faith for its intended purpose. Your
use of the Evaluation Service is only permitted for 30 days (unless we specify otherwise). Use of the
Evaluation Service with production data is at your own risk. Unless we agree, you will not have access to
the Evaluation Service or to any data in the Evaluation Service after your authorized use period ends. The
Evaluation Service is provided “AS IS” without indemnification, support, service level commitment, or
warranty of any kind, express or implied.
Veritium Terms of Service v1.2
2. INTELLECTUAL PROPERTY OWNERSHIP
2.1 Ownership of Service Offering. As between you and us, we retain all right, title, and interest in
and to the Service Offering, including all improvements, enhancements, modifications, and derivative
works thereof, and all related Intellectual Property Rights. If you provide any comments or suggestions,
we may use that feedback without restriction, and you irrevocably assign to us all right, title, and interest
in and to that feedback. Your rights to use the Service Offering are limited to those expressly granted in
the Agreement. No other rights are implied with respect to the Service Offering, any On-Premises
Software, or any related Intellectual Property Rights.
2.2 Ownership of Your Content. As between you and us, you retain all right, title and interest in and
to Your Content and all Intellectual Property Rights in Your Content.
3. YOUR CONTENT; YOUR SECURITY; OUR SECURITY.
3.1 You are solely responsible for Your Content. You are responsible for protecting the security of
Your Content, including any access to Your Content that you might provide to your employees, customers
or other third parties, and when it is in transit to and from the Service Offering. The Service Offering
provides you with certain software and functionality to help you protect Your Content from unauthorized
access. You must take and maintain appropriate steps regarding the security, protection and backup of
Your Content, which might include the use of encryption technology to protect Your Content from
unauthorized access. You are responsible for providing any necessary notices to Users and for obtaining
any legally-required consents from Users concerning their use of the Service Offering. You are responsible
for complying with any laws or regulations that might apply to Your Content. You are responsible for any
losses or other consequences arising from your failure to encrypt or back up Your Content including but
not limited to virus infections, hardware failures, software failures and software misconfiguration.
3.2 We are responsible for taking and maintaining steps to protect the confidentiality, integrity, and
security of the Service Offering. We will implement and maintain appropriate technical and organizational
security measures designed to protect against unauthorized access to, or destruction, loss, unavailability,
or alteration of Your Service. We will not access or disclose Your Content except as necessary to provide
the Service Offering, or pursuant to Section 9.5. We will not disclose Your Content to, or permit access to
Your Content by, an unauthorized third party. You acknowledge that uploading Your Content to the
Service Offering does not constitute a disclosure of Your Content to us. Unauthorized access to Your
Content is the reasonability of the Customer where and when a breach resulted from the
misconfiguration, mismanagement or otherwise failure of Customers Operating System, Identity provider
or Application settings and all other configuration managed by customer and out of scope of the Veritium
Service Offering. Any breach by us of the Agreement that results in a breach of Your content is subject to
Section 7 of this Terms of Service.
3.3 You are responsible for: (a) ensuring that the Service Offering and its security is appropriate for
Your Content and your intended use; (b) taking and maintaining appropriate steps to protect the
confidentiality, integrity, and security of Your Content; (c) any use of the Service Offering that occurs
under your Login Credentials; (d) Your Content; (e) your Users’ compliance with the Agreement; and (f)
providing any necessary notices to your Users and obtaining any legally required consents from your Users
regarding their use of the Service Offering.
3.4 If you become aware that Your Content or any use by a User violates the Agreement, you must
promptly remove or suspend use of that content, or suspend the User’s access to the Service Offering. If
you believe your account has been compromised, you must notify us as soon as possible by submitting a
Severity 1 Service Request. If we believe a problem with the Service Offering may be attributable to Your
Content or to your use of the Service Offering, you agree to cooperate with us to resolve the problem.
4.ORDERS, PAYMENT, AND TAXES
4.1Orders Generally
4.1.1 You must (a) set up an authorized account, (b) provide us with all information we need to process
your Order and provision the Service Offering for you, and (c) keep your registration information accurate
and complete during the term of the Agreement.
4.1.2 You must pay all charges you incur for your use of the Service Offering, which may include a
committed amount, charges for add-on features, and charges you incur based on actual usage of the
Service Offering. We may not require a purchase order to invoice you for any charges.
4.1.3 All Orders are subject to the Agreement and are not binding until we accept them. All Orders are
non-refundable and non-cancellable except as expressly provided in the Agreement. Any refunds to which
you are entitled under the Agreement will be remitted to you.
4.1.4 If a physical object is shipped in connection with the Service Offering, shipping and delivery terms
are determined by the OEM manufacture or Distribution partner.
4.1.5 If you pay for a Service Offering through a credit card, you will be subject to any additional terms
presented to you by our third-party credit card payment processor, which will be the merchant of record
for that transaction.
4.2 Direct Orders. This Section 4.2 applies only to Orders directly with Veritium. If you purchase an
entitlement to the Service Offering through a Veritium channel partner, different terms regarding
invoicing, payment, and taxes may apply.
4.2.1 Unless you and we agree otherwise in an Order, (a) charges you incur for using the Service Offering
will be governed by the applicable price list at the time of invoicing, and (b) you must pay all undisputed
charges no later than 30 days after the date of invoice. If you, in good faith, dispute any charges from
Veritium, you must provide Veritium with written notice of that dispute within 30 days of the date of the
applicable invoice. The notice must specify the basis of your dispute. We will negotiate with you in good
faith to resolve the dispute as soon as reasonably practicable. We will not suspend or terminate your
access to the Service Offering as a result of any unpaid disputed charges while you and we are negotiating
in good faith to resolve that dispute.
4.2.2 Service Offering fees are exclusive of Taxes. You must pay or reimburse us for all Taxes arising out
of the transactions contemplated by the Agreement. If you are required to withhold any Tax from your
payment to us, you must gross up your payment so that we receive all sums due in full and free of any
deductions. If you are required to pay any Taxes to a taxing authority, you must also provide
documentation to us showing that you paid those Taxes. Your contact information provided for the
Service Offering or your payment method will be deemed the place of supply for sales tax, income tax,
and VAT purposes.
5. WARRANTIES.
5.1 Limited Warranty: Duration and Remedy. We warrant that, during the Subscription Term, the
Service Offering will perform in accordance with the applicable Service Level Agreement, if any, provided
that the Service Offering has at all times been used in accordance with the Agreement. If we fail to meet
this limited warranty, your sole and exclusive remedy for that failure is as specified in the Service Level
Agreement.
5.2 Disclaimer. OTHER THAN THE LIMITED WARRANTY SET FORTH IN SECTION 5.1, TO THE MAXIMUM
EXTENT PERMITTED BY LAW, WE, FOR OURSELVES AND ON BEHALF OF OUR SUPPLIERS, DISCLAIM ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF
PERFORMANCE, RELATING TO THE SERVICE OFFERING AND TO ALL MATERIALS OR SERVICES PROVIDED
TO YOU UNDER THE AGREEMENT, INCLUDING ANY THIRD-PARTY CONTENT. WE AND OUR SUPPLIERS DO
NOT WARRANT THAT THE SERVICE OFFERING WILL BE UNINTERRUPTED OR FREE FROM DEFECTS OR
ERRORS, OR THAT THE SERVICE OFFERING WILL MEET (OR IS DESIGNED TO MEET) YOUR BUSINESS
REQUIREMENTS.
5.3 EXCLUSION OF FITNESS FOR A PARTICULAR PURPOSE COMMENTARY. Section 5.3 DISCLAIMER
applies to all Veritium Services including services which may provide migration or recommendations for
migration of existing Customer environments to the Veritium Service. Customer understands and
acknowledges that any such migration may not include like for like functionality and Customer is solely
responsible for the selection and verification of feature and functions of any Veritium Offering including
third-party solutions recommended by Veritium.
6. LIMITATION OF LIABILITY.
6.1 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL VERITIUM BE
LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE OF THE SERVICE OFFERING
FOR ANY REASON INCLUDING POWER OUTAGES, SYSTEM FAILURES, OR OTHER INTERRUPTIONS (SUBJECT
TO OUR OBLIGATIONS UNDER THE APPLICABLE SERVICE LEVEL AGREEMENT), LOSS OF YOUR CONTENT,
LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN
CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. THIS LIMITATION WILL APPLY
REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND
REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, THE FOREGOING LIMITATION MAY NOT APPLY.
6.2 Cap on Monetary Liability. IN NO EVENT SHALL VERITIUM’s AGGREGATE LIABILITY ARISING OUT
OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT,
TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS
PAID OR PAYABLE TO STG PURSUANT TO THIS AGREEMENT/PURSUANT TO THE APPLICABLE STATEMENT
OF WORK/IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
6.3 Neither party may bring a claim under the Agreement more than (30) thirty days after the cause
of action arises.
7. TERM; SUSPENSION; TERMINATION.
7.1 Term. You have the right to use the Service Offering during the Subscription Term. You are not
obligated to use the Service Offering, and you may stop using the Service Offering at any time, but you
will remain liable for all fees and charges otherwise due during the Subscription Term, whether or not you
use the Service Offering.
7.2 Temporary Suspension. We may suspend your use of any Service Offering if we believe that your
use of the Service Offering poses a security risk to the Service Offering or to other users of the Service
Offering, or if we suspect fraud or abuse related to the Service Offering. We will give you notice before
suspending your use of the Service Offering if permitted by law or unless we reasonably determine that
providing notice presents a risk of harm to the Service Offering, to other users of the Service Offering, or
to any person or property, in which case we will notify you as soon as feasible or permitted. We will
promptly reinstate your access to the Service Offering once the issue causing the suspension has been
resolved.
8.3 Termination.
8.3.1 Either you or we may terminate the Agreement with respect to the applicable Service Offering
effective immediately upon written notice to the other party if that party (a) commits a breach of the
Agreement and fails to cure within 30 days of notice of the breach, (b) commits a material breach of the
Agreement that cannot be cured, or (c) to comply with applicable law. If you terminate the Agreement
pursuant to this Section 8.3.1, we will refund any applicable prepaid Service Offering fees prorated as of
the effective termination date. If we terminate pursuant to this Section 8.3.1, you will be liable for all fees
due with respect to the applicable Service Offering for the remainder of the then-current Subscription
Term.
8.3.2 Either you or we may terminate the Agreement effective immediately upon sending the other
party notice if that party: (a) becomes insolvent, admits in writing its inability to pay its debts as they
mature, or makes an assignment for the benefit of creditors; or (b) becomes subject to control of a trustee,
receiver, or similar authority, or to any bankruptcy or insolvency proceeding; or (c) terminates or suspends
its business.
8.4 Effect of Termination.
8.4.1 Upon termination of your entitlement to the Service Offering for any reason you must stop using
the Service Offering. Deletion of any of Your Content remaining in the Service Offering will occur 30 days
after the termination date. You are responsible for ensuring that you have necessary copies of all Your
Content prior to the effective termination date.
8.4.2 Except to the extent you are permitted to terminate pursuant to Sections 8.3 or 9.4, or we are
permitted to terminate the Agreement pursuant to Section 6.1, termination of your entitlement to the
Service Offering will not entitle you to any refunds or credits, and you will be liable for all fees and charges
incurred as of the effective termination date.
9. OPERATION OF THE SERVICE OFFERING.
9.1 Support. We will provide support to you for the Service Offering in accordance with the Solution
Agreement. You are responsible for taking steps necessary to protect any sensitive information or
Personal Data that you provide to us to receive support. Those steps may include obfuscating or removing
that information or otherwise working with us at the time of submission to limit disclosure of that
information. We will not provide support for Your Content to your Users.
9.4 Modifications; End of Availability.
9.4.1 We may from time to time make commercially reasonable modifications to the Service Offering
and/or any part of the Service Offering Documentation. Any changes will become effective on the date
published or as we may notify you. We may also elect to cease providing a Service Offering, in which case
we will provide notice.
9.4.2 If we deprecate any material feature or functionality of a Service Offering or make a change that
has a material, detrimental impact on your use of the Service Offering, we will notify you prior to the
effective date of that change. If you elect to terminate your entitlement to the Service Offering because
of the material, detrimental change, you must notify us no later than 30 days after our notice date. Your
notice must state the effective termination date, which must not be more than 90 days after the date of
your notice, unless you and we agree to a longer period.
9.4.3. You will be responsible for all fees incurred prior to the effective termination date or end of
availability. We will refund any prepaid fees prorated as of the effective termination date, as your sole
and exclusive remedy under this Section 9.4.
9.5 Required Disclosures. If we are required by a subpoena, court order, agency action, or any other
legal or regulatory requirement to disclose any of Your Content (a “demand”), unless legally prohibited
from doing so, we will (i) provide you with notice and a copy of the demand as soon as practicable, (ii)
inform the relevant government authority that we are a service provider acting on your behalf and all
requests for access to Your Content should be directed in writing to the contact person you identify to us
(or if no contact is timely provided, we will direct the relevant governmental authority generally to your
legal department), and (iii) only provide access to Your Content with your authorization. If you request,
we will, at your expense, take reasonable steps to contest any demand. In the event Veritium is legally
prohibited from notifying you, Veritium will evaluate the demand for disclosure to determine whether it
is legally valid and binding, and will challenge the demand unless Veritium reasonably believes the
demand complies with applicable law. We will limit the scope of any disclosure to only the information
we are required to disclose and will disclose the information in accordance with applicable law.
9.6 CRITICAL VENDOR ATTESTATIONS. Customer acknowledges that Veritium does not constitute a
critical vendor even as the Veritium Service may rely on sub-services that Customer determines are critical
vendors. Veritium will use reasonable efforts to facilitate customer request for information and
attestations from sub-servicers to customer. Customer further acknowledges that Veritium has
established a standard attestation and vendor due diligence package available to Customer; and request
from Customer for additional attestations, reports or due diligence beyond Veritiums provided vendor
package may be denied. Denial of a customers request for additional due diligence material is not grounds
for breach of service or termination of fees for such service. Customer acknowlegdes that all available
Vendor due diligence was reviewed and satisfactory for customer prior to the commencement of the
Term.
10. CONFIDENTIAL INFORMATION.
10.1 Protection. Either party (the “recipient”) may use Confidential Information of the other party (the
“discloser”) disclosed to it in connection with the Agreement solely to exercise its rights and perform its
obligations under the Agreement or as otherwise permitted by the Agreement. You and we will each use
reasonable care to protect that Confidential Information in the same manner as we each protect our own
Confidential Information of a similar nature, but with no less than reasonable care. The recipient may
disclose the discloser’s Confidential Information only to the recipient’s employees or third parties who
have a need to know the Confidential Information for purposes of the Agreement, and who are under a
duty of confidentiality no less restrictive than as specified in this Section 10. Either party may disclose the
other party’s Confidential Information in response to a demand in accordance with the procedures set
forth in Section 9.5. Upon the discloser’s written request, or upon termination of your entitlement to the
Service Offering, the recipient will promptly return or destroy (and upon request certify such destruction)
any of the discloser’s Confidential Information in its possession or under its control (other than
information that must be retained pursuant to applicable law.)
10.2 Exceptions. The recipient’s obligations under Section 10.1 will terminate if the recipient can show
by written records that the information: (a) was, at the time of disclosure by the discloser, already
rightfully known to the recipient without any obligation of confidentiality; (b) was disclosed to the
recipient by a third party who had the right to make the disclosure without any confidentiality restrictions;
(c) at the time of disclosure is, or through no fault of the recipient has become, generally available to the
public; or (d) was independently developed by the recipient without access to or use of the discloser’s
Confidential Information.
10.3 Injunctive Relief. Nothing in the Agreement limits a party’s ability to seek equitable relief for
breaches of this Section 10.
11. GENERAL.
11.1 Assignment. You may not assign or transfer your entitlement to the Service Offering, or the
Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. Any
attempted assignment or transfer without our consent will be void and will be a breach of the Agreement.
Subject to these limitations, the Agreement will bind and inure to the benefit of the parties and their
respective successors and assigns.
11.2 Waiver. Waiver of a breach of any provision of the Agreement will not constitute a waiver of any
later breach of that provision, or waiver of a breach of any other provision.
11.3 Severability. If any provision of the Agreement is held to be invalid or unenforceable, the
remaining provisions of the Agreement will remain in force to the extent feasible.
11.4 Compliance with Laws. Each party must each comply with all laws applicable to the actions
contemplated by the Agreement.
11.5 Export Control. You acknowledge that the Service Offering is subject to the U.S. Export
Administration Regulations (including “deemed export” and “deemed re-export” regulations), and may
be subject to the export control laws of any other applicable country. You represent and warrant that: (a)
you, and any User, are not, and are not acting on behalf of, (i) any person who is a citizen, national, or
resident of, or who is controlled by, the government of any country to which the United States has
prohibited export transactions; or (ii) any person or entity listed on the U.S. Treasury Department list of
Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons
List or Entity List, or any similar designated persons list published for the jurisdiction in which the
applicable data center is located; (b) you, and any User, will not permit the Service Offering to be used for
any purposes prohibited by law, including any prohibited development, design, manufacture, or
production of missiles or nuclear, chemical, or biological weapons; (c) Your Content will not be classified
or listed on the United States Munitions list or similar list published for the jurisdiction in which the
applicable data center is located, or contain defense articles, defense services, or ITAR-related data; (d)
Your Content will not require an export license or is restricted under applicable export control laws from
export to any country where Veritium or Veritium’s service providers maintain facilities or personnel; and
(e) you, and any User, are not subject, either directly or indirectly, to any order issued by any agency of
the United States government revoking or denying, in whole or in part, your United States export
privileges. You must notify Veritium promptly if you or any User becomes subject to any order of that
type. For purposes of sales to government entities in the United States, any Service Offering and the
accompanying Service Offering Documentation are deemed to be “commercial computer software” and
“commercial computer software documentation”, respectively, pursuant to DFARS Section 227.7202 and
FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying,
or disclosure of any Service Offering or the Service Offering Documentation, by or for the U.S. Government
will be governed solely by the terms and conditions of the Agreement, in conjunction with statutes,
regulations, and the terms of the GSA Schedule, and in accordance with the provisions of Section 11.13.
11.6 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under
the Agreement, except for your payment obligations, due to any cause beyond the party’s reasonable
control, which may include labor disputes or other industrial disturbances, systemic electrical,
telecommunications or other utility failures, earthquakes, storms or other acts of nature, global
pandemic, embargoes, riots, acts or orders of government, acts of terrorism, or war.
11.7 Construction. The section headings in these Terms of Service are for convenience and are not for
use in interpreting these Terms of Service. As used in these Terms of Service, the word “including” means
“including but not limited to”.
11.8 Language. The Agreement is in English, and the English language version governs any conflict with
a translation into any other language.
11.9 Governing Law. If your billing address is in the United States, the Agreement is governed by the
laws of the State of Pennsylvania and the federal laws of the United States. If your billing address is outside
the United States, the Agreement is governed by the laws of Ireland. Conflict of law rules are expressly
disclaimed. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
11.10 Third Party Rights. Other than as expressly provided in the Agreement, the Agreement does not
create any rights for any person who is not a party to it, and only persons who are parties to the
Agreement may enforce any of its terms or rely on any exclusion or limitation contained in the Agreement.
11.11 Independent Parties. We and you are independent contracting parties, and the Agreement will
not be construed to create a partnership, joint venture, agency, or employment relationship between us.
Neither you nor Veritium, nor any of our respective affiliates, officers, directors, or employees, is an agent
of the other for any purpose, nor has the authority to bind the other.
11.12 Order of Precedence. The terms of the Agreement will supersede any conflicting or additional
terms and conditions of any purchase order or other purchasing-related document issued by you relating
to any Order for the Service Offering. If there is a conflict between these Terms of Service and the Service
Offering Documentation, then the Service Offering Documentation will control.
11.13 Entire Agreement. The Agreement is the entire agreement between you and Veritium regarding
its subject matter. The Agreement supersedes all prior or contemporaneous communications,
understandings, and agreements, whether written or oral, between you and Veritium regarding its subject
matter.
DEFINITIONS.
“Account Information” means information about you that you provide to us in connection with creation
or administration of your account, including names, usernames, phone numbers, email addresses, and
billing information associated with your account.
“Confidential Information” means your Login Credentials, and any non-public technical, business, or
other information or materials disclosed by either party to the other party regarding the Agreement or
the Service Offering, that are in tangible form and labeled “confidential” or the like, or are provided under
circumstances reasonably indicating confidentiality.
“High Risk Activities” means workloads or applications used to control or operate activities with a
likelihood of injury or death, which may include controlling aircraft or other modes of human mass
transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor
vehicles, weaponry systems, or any similar scenario where failure could lead to personal injury, death, or
environmental damage.
“Infringement Claim” means any claim by a third party that the Service Offering infringes any patent,
trademark, or copyright of that third party, or misappropriates a trade secret of that third party (but only
to the extent that the misappropriation is not a result of your actions), under the laws of: (a) the United
States, (b) Canada, (c) European Economic Area member states, (d) the United Kingdom, (e) Australia, (f)
New Zealand, (g) Japan, or (h) the People’s Republic of China, to the extent that your instance of the
Service Offering is provisioned in a data center located in the applicable country (e.g., the laws of Japan
would control regarding an Infringement Claim based on a Service Offering instance provisioned in a data
center located in Japan).
“Intellectual Property Rights” means all worldwide intellectual property rights, including copyrights,
trademarks, service marks, trade secrets, patents, patent applications, moral rights, and all other
proprietary rights, whether registered or unregistered.
“Login Credentials” means any passwords, authentication keys, or security credentials that enable your
access to and management of the Service Offering.
“On-Premises Software” means the Veritium or Third Party software included with the Service Offering
(if any) which is installed in a customer’s on-premises environment and is necessary to use or access the
Service Offering.
“Order” means the ordering document that evidences your purchase of an entitlement to the Service
Offering. If you use the Service Offering on an on-demand basis, “Order” means the applicable Veritium
web page(s) describing the Service Offering.
“Party” means either you or Veritium, and “parties” refers collectively to both you and Veritium.
“Service Level Agreement” means the then-current version of the Service Level Agreement for the
particular Service Offering, found in the Service Offering Documentation. Certain Service Offerings may
not have a Service Level Agreement.
“Service Offering” means the Veritium CloudScale service offering specified in your Order, and any
Evaluation Service.
“Subscription Term” means the initial term of your authorized use of the Service Offering, as set forth in
the applicable Order, together with any renewal terms (if applicable). The initial term begins on the earlier
of (a) the date on which you start using the Service Offering or (b) the date you complete the registration
process; or as otherwise specified in the Order or in the applicable provisions of the Cloud Scale Service
Offering Solution Guide For any Service Offering you use on an on-demand basis, “Subscription Term”
means the period during which you are using the Service Offering, for which you will be billed, as specified
in the applicable provisions of the Cloud Scale Service Offering Solution Guide.
“Support Policy” means the then-current version of the Veritium support policies found here
“Taxes” or “Tax” means any sales, VAT (value-added tax), GST (goods and services tax), use, gross receipts,
business and occupation, and other taxes (other than taxes on our income), export and import fees,
customs duties, and similar charges imposed by any government or other authority.
“Third-Party Claim” means any third-party claim or demand arising from or relating to (a) Your Content,
or (b) your use of any Service Offering, including an Evaluation Service, in violation of the Agreement.
“Third-Party Content” means content (including open source software) provided by a third party, that
interoperates with the Service Offering, but that is not part of the Service Offering. Third-Party Content is
used at your option, and is subject to the third-party terms accompanying the Third-Party Content. Third-
Party Content is not licensed by Veritium. Veritium and its suppliers may provide links to Third-Party
Content through the Service Offering, a marketplace, or otherwise. As an example, Third-Party Content
may include an application that is listed on a marketplace or in a catalog.
“User” means any person who is authorized to access or use the Service Offering or Your Content directly
under your Login Credentials, and may include your employees, contractors, service providers, and
affiliates.
“You” means you individually or the entity that you represent (and, as applicable, your Users). If you are
entering into the Agreement for an entity, you represent that you have the authority to bind that entity.
“Your Content” means content uploaded by you or any User into the Service Offering for processing,
storage, or hosting or provided to us as part of a support request, but does not include (a) Third-Party
Content, or (b) Account Information. For purposes of this definition, “content” means any data, including
all text, sound, video, or image files, and software (including machine images).
“Veritium”, “we”, or “us” means Veritium, Inc., a Wyoming corporation