Veritium Terms of Service
Version v1.8
Last updated: July 2025
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. Prior to using Veritium's Service Offering, the Customer agrees to be bound by the terms and conditions set forth in the sub-servicers Customer Agreement (i.e. AWA, Azure, Google). The Customer further acknowledges and agrees that Veritium shall not be held liable for any responsibilities or obligations directly 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 acrime 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.
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 represent and warrant that our service offering including, access and disposal or disclosure of Your Content does and will comply with all applicable federal and state laws, as well as all other applicable regulations and directives. We will not access or disclose Your Content except as necessary to provide the Service Offering, or pursuant to Section 9.3. 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 responsibility 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 We are responsible for ensuring the Service Offering complies with the Customer’s organizational security and operational requirements. Customer is required to ensure its security and operational requirements and ongoing changes to security and operational standards are communicated, documented and verified with Veritium. We share joint responsibility with the Customer for the sub-servicer’s cloud infrastructure configuration and to the data provided through the cloud construct. System access and data not readily accessible via the sub-servicer’s cloud construct is excluded from this joint responsibility.
3.5 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.
3.6 If we become aware of any unauthorized access to Your Content or a material computer security incident that has or is reasonably likely to disrupt your operations, we shall immediately notify the Customer. Such notification shall include the relevant details of the unauthorized access, disclosure, or computer security incident, an estimate of the impact on you and the remedial actions that we may take to mitigate losses resulting therefrom. We shall cooperate with you in any investigation or remedial action necessary to address such unauthorized access or incident.
4. ORDERS, PAYMENT, AND TAXES
4.1 Orders 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
4.2.1 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.
4.2.2 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.
4.2.3 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 EITHER PARTY 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 VERITIUM CLOUD SERVICES 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. (EXCLUDES THIRD PARTY CHARGES)
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. TERMINATION.
8.1.1 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.
8.1.2 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.
8.2 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 zero (0) 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.
8.3 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.
9.2 Modifications; End of Availability.
9.2.1 We may from time to time make commercially reasonable modifications to the Service Offering, Terms of Service 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.
9.2.2 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.
9.2.3. 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.
9.3 Required Disclosures.
9.3.1 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.
9.4 CRITICAL VENDOR ATTESTATIONS/AUDIT.
9.4.1 Customer acknowledges that Veritium does not constitute a critical vendor even as the Veritium Service may rely on sub-servicers 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 Veritium's provided vendor package may be denied. Denial of a Customer's request for additional due diligence material is not grounds for breach of service or termination of fees for such service. Customer acknowledges that all available Vendor due diligence was reviewed by Customer prior to the commencement of the Term. Additionally, during the term of this Agreement and for one (1) years thereafter, you and any Federal or State regulatory agency having authority with respect to your activities shall have the right to audit any aspect of our operations reasonably relating to compliance, risk or performance of this Agreement, and may include onsite visits. We will provide best reasonable efforts with all such audits under a time and material engagement leveraging Veritium’s current consulting rate at the time of request.
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 Commonwealth 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 unless specifically agreed to in writing in any Order executed by the parties. 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.
11.14 Indemnification. We shall, at our own expense, defend, and/or settle any third party claim brought against Customer during the term of the Agreement to the extent based on a claim arising solely out of the Service Offering, when used within the scope of this Agreement, infringes any patent or copyright, misappropriates any trade secret or otherwise infringes any proprietary or intellectual property right of such third party (“Indemnified Claim”) and shall pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by us in connection therewith. This Veritium obligation does not apply to any Infringement Claim solely attributable to Your Content or Customer data. This obligation is subject to Customer: (a) notifying us promptly in writing of the Indemnified Claim; (b) giving us the exclusive control of the defense and settlement thereof; and (c) providing reasonable assistance necessary for us to perform our obligations hereunder. If Customer’s use of the Service Offering in accordance with the rights and licenses granted under this Agreement, becomes or in our reasonable opinion is likely to become the subject of an infringement Claim, then we shall, at our own cost and expense, either: (a) procure for Customer the right to continue providing the Service Offering; (b) modify the process or procedure for providing the Service Offering to create an equally suitable, functionally equivalent, compatible non-infringing process; (c) if (a) or (b) are not practicable, terminate the service or such portion thereof as may be subject to such infringement Claim, and (d), to the extent an infringement Claim survives despite our efforts under (a), (b), and (c), provide the indemnification contemplated by this Section 11.14.
Each party (the “Indemnifying Party”) acknowledges and agrees that the other party (the “Indemnified Party”) has the right to participate, at its own expense, in the defense of any Claim against the Indemnified Party for which the Indemnifying Party shall indemnify the Indemnified Party under this Agreement. The Indemnifying Party may not, without the Indemnified Party's prior written consent, settle, compromise or consent to the entry of any judgment in any such commenced or threatened claim in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement, compromise or consent: (i) includes an unconditional release of such Indemnified Party from all liability arising out of such commenced or threatened Claim; (ii) does not include a statement as to, or an admission of fault, culpability or failure to act by or on behalf of such Indemnified Party; and (iii) does not exceed the amount for which the Indemnifying Party is obligated to indemnify the Indemnified Party under this Agreement.
11.15 Insurance. We shall maintain, at our own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M Best Rating of A- authorized to do business in the jurisdictions where the services are to be performed. Upon your written request, we shall provide a certificate of insurance evidencing the following coverages: (1) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $100,000 per accident/per employee; (2) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, and bodily injury, including death, with an aggregate limit of no less than $1,000,000; and (3) Professional Liability Errors & Omissions policy with a limit of no less than $1,000,000 per occurrence and in the aggregate.
11.16 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 Veritium Cloud Services (VCS) which includes all customer approved consulting and professional services residing within the clients selected sub-servicer’s (i.e., AWS, Azure, Google) cloud environments as more fully defined in an applicable Order.
“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 or Customer" 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.