Vertix IP Holdings, Inc., a Delaware corporation

Terms of Service

Effective Date: April 27, 2026 Last Updated: April 27, 2026

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement (the “Agreement”) between Vertix IP Holdings, Inc., a Delaware corporation (“Company,” “we,” “us,” or “our”), and the subscriber (“Subscriber,” “you,” or “your”).

These Terms govern access to and use of the Services, which means only those products and services expressly purchased, subscribed to, or otherwise provisioned to Subscriber, including Pre-Flight, Teams, Atticus, and any related offerings made available by Company (collectively, the “Services”).

By accessing or using the Services, Subscriber acknowledges that it has read, understood, and agrees to be bound by these Terms.

If Subscriber is entering into these Terms on behalf of an entity, the individual accepting these Terms represents and warrants that they have authority to bind that entity. In that case, “Subscriber” refers to that entity.

If Subscriber does not agree to these Terms or does not have such authority, Subscriber must not access or use the Services.

This Agreement governs Subscriber’s access to and use of the Services and applies to the exclusion of any other terms, including any terms contained in purchase orders, vendor onboarding documents, or other materials submitted by Subscriber, which shall have no force or effect unless expressly agreed in a formal written amendment to this Agreement.

Company reserves the right to suspend or terminate access to the Services at any time in the event of a violation of these Terms or misuse of the Services, as determined by Company in its reasonable discretion.

1.1 Order of Precedence

The documents expressly incorporated into these Terms, together with these Terms, form the Agreement.

In the event of any conflict or inconsistency between the documents comprising the Agreement, such conflict shall be resolved in the following order of precedence, from highest to lowest:

  1. These Terms, which constitute the single and controlling source of legal obligations between the parties
  2. Any formal written amendment to these Terms, executed by authorized representatives of both parties and expressly identified as an amendment to this Agreement
  3. The applicable Data Processing Agreement, solely with respect to data protection and privacy obligations required by applicable law
  4. Any applicable Order Form or Statement of Work, solely with respect to commercial terms and only to the extent it does not modify, expand, or override these Terms absent a formal written amendment to this Agreement
  5. The applicable Refund Policy, Privacy Policy, and any other policies expressly incorporated by reference, solely to the extent expressly stated in these Terms

For the avoidance of doubt, no Order Form, Statement of Work, Data Processing Agreement, policy, or other document shall modify, expand, or supersede these Terms except through a formal written amendment expressly identified as an amendment to this Agreement.

1.2 Modifications to Terms

Company may modify these Terms from time to time. For material changes, Company will provide at least thirty (30) days’ notice by posting the updated Terms on the Company website and, where applicable, by notifying Subscriber via the registered account email.

If Subscriber does not agree to the modified Terms, Subscriber must stop using the Services and may terminate the Services prior to the effective date of such changes. Continued use of the Services after the effective date constitutes acceptance of the modified Terms and the Agreement.

1.3 Access by Third Parties

The Services may be accessed only by Subscriber and its authorized individuals. Subscriber is responsible for all access to and use of the Services under its account or credentials, whether or not such access is authorized.

Company may, in its discretion, permit access to the Services through partners or third-party arrangements in the future. Any such access remains subject to these Terms, and no third party shall have authority to modify, amend, or waive these Terms unless expressly authorized in a formal written amendment.

1.4 Third-Party Services

The Services may interoperate with or rely on third-party services, including large language models, APIs, infrastructure providers, or other external systems (“Third-Party Services”).

Third-Party Services are not part of the Services unless expressly provisioned to Subscriber by Company. Company does not control and is not responsible for Third-Party Services, including their availability, performance, latency, accuracy, or outputs.

The Services may include outputs generated through Third-Party Services, including large language models, which are inherently non-deterministic and may be inaccurate, incomplete, unavailable, or delayed. Subscriber acknowledges and agrees that Company is not responsible for such outputs.

To the maximum extent permitted by law, Company disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to Third-Party Services and any outputs generated through such Third-Party Services, including any implied warranties of accuracy, reliability, merchantability, fitness for a particular purpose, or non-infringement.

2. Description of Services

2.1 Service Tiers

Company provides the following software-as-a-service offerings:

(a) Pre-Flight — A self-service offering providing prompt analysis, verification, and output review functionality, made available to Subscribers through Company’s platform.

(b) Teams — A collaboration and API-enabled offering providing expanded access, multi-user functionality, and additional governance controls.

(c) Atticus — An enterprise-tier offering providing advanced verification, audit, and governance capabilities. Use of Atticus is subject to the applicable Order Form or Statement of Work.

Specific features, functionality, and usage limitations applicable to each offering are described on Company’s website or in the applicable Order Form or Statement of Work.

2.2 License to Use Services

Subject to Subscriber’s compliance with these Terms and payment of applicable fees, Company grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable Subscription Term, which means:

(a) for Pre-Flight, the monthly or annual subscription period selected by Subscriber; and

(b) for Teams and Atticus, the subscription period specified in the applicable Order Form or Statement of Work.

Billing, renewal, cancellation, and refund treatment are governed by Sections 8, 9, and 10, the applicable Order Form or Statement of Work, and the Refund Policy, where applicable.

Subscriber shall not, and shall not permit any third party to:

A violation of this Section 2.2 may constitute a material breach of the Agreement. In the event of a violation, Company may, in its discretion, suspend or terminate access to the Services immediately or provide Subscriber an opportunity to cure, depending on the nature and severity of the breach.

Certain violations of this Section 2.2 are deemed non-curable and may result in immediate suspension or termination of access to the Services. Non-curable violations include, without limitation:

For the avoidance of doubt, violations of applicable law include misuse of the Services in connection with fraud, unlawful data processing, intellectual property infringement, or any activity that exposes Company to regulatory, civil, or criminal liability.

Company reserves the right to determine, in its reasonable discretion, whether a violation is non-curable based on the nature, severity, or potential impact of the violation, including for conduct not expressly listed above.

Violations of the AUP that are deemed non-curable breaches are not subject to refunds, credits, or warranties.

Company may monitor and analyze usage of the Services to maintain the security, integrity, and performance of the Services and to detect and prevent violations of this Agreement. Such monitoring may include automated measures to address misuse, including suspension or restriction of access where reasonably necessary.

All monitoring activities shall be conducted in accordance with applicable law and Company’s data protection and privacy obligations.

2.3 Service Modifications

Company may modify, suspend, or discontinue any part of the Services from time to time in its discretion, subject to this Section 2.3.

For material modifications that significantly reduce core functionality of the Services, Company will provide at least thirty (30) days’ advance notice, except where modifications are required to address security issues, prevent misuse, comply with legal obligations, or maintain the integrity of the Services.

Company may modify or replace underlying infrastructure, models, or Third-Party Services used to deliver the Services at any time without liability, provided that such changes do not materially reduce core functionality except as permitted above.

2.4 Beta and Pre-Release Services

Company may make available certain features or functionality designated as beta, preview, early access, or experimental (“Beta Services”).

Subscriber acknowledges and agrees that:

Subscriber shall not use Beta Services with production data, including Personal Information or other regulated data, unless expressly permitted by Company in writing and permitted under applicable law.

To the maximum extent permitted by law, Company shall have no liability for any loss, corruption, unauthorized access, or deletion of data in connection with Beta Services.

2.5 Third-Party Services

The availability of integrations or features that rely on Third-Party Services is subject to the continued availability of those Third-Party Services.

Company may modify, replace, or discontinue integrations with Third-Party Services at any time without liability and without entitling Subscriber to any refund, credit, or other compensation.

All Third-Party Services remain subject to Section 1.4.

3. AI Output Disclaimer

This Section 3 is a material provision of the Agreement and reflects the permitted use of the Services.

All outputs, analyses, verifications, scored results, and improved prompts provided through the Services (“Outputs”):

Subscriber is solely responsible for reviewing, verifying, and independently confirming any Outputs prior to use.

The Services are designed as a supplementary governance and verification tool and must not serve as the sole basis for any professional, regulatory, or decision-making activity.

Independent human review and verification are a required condition of appropriate use of the Services.

To the maximum extent permitted by law, and subject to the disclaimer and limitation-of-liability provisions of this Agreement, Company disclaims liability for any decision, action, omission, loss, or harm arising from Subscriber’s use of, or reliance on, any Outputs without independent professional review.

4. Account Registration and Responsibilities

4.1 Account Creation

To access and use certain features of the Services, Subscriber must register for an account. Subscriber agrees to provide true, accurate, current, and complete information during registration and to maintain and promptly update such information.

Company may suspend or terminate any account in the event that information provided is false, inaccurate, incomplete, or misleading.

4.2 Account Security

Subscriber is responsible for maintaining the confidentiality and security of account credentials, including usernames, passwords, and API keys, and for all activities that occur under Subscriber’s account, whether or not authorized.

Subscriber agrees to promptly notify Company of any unauthorized use of the account or any known or suspected security breach by emailing support@vertixiq.com.

To the maximum extent permitted by law, Company shall not be liable for any loss or damage arising from Subscriber’s failure to maintain account security.

Credential sharing outside Subscriber’s authorized users is prohibited. Company may suspend, disable, rotate, or revoke account credentials, API keys, or other access credentials that are suspected to be compromised or misused.

4.3 Administrative Users

Where Subscriber designates administrative users for its account, such administrative users are responsible for managing access, assigning permissions, and administering use of the Services.

Subscriber is responsible for all acts and omissions of its administrative users and any individuals accessing the Services under its account.

Administrative users represent and warrant that they have authority to act on behalf of Subscriber with respect to the Services.

4.4 Account Tiers and Usage Limitations

The Services are offered in different tiers, including Pre-Flight, Teams, and Atticus, each with varying features, functionality, and usage limitations as described on Company’s website or in the applicable Order Form or Statement of Work.

Use of the Services is subject to the scope, limits, and entitlements associated with Subscriber’s provisioned Services. Exceeding applicable usage limits may result in additional charges, service restrictions, suspension, or a requirement to upgrade to a higher tier.

4.5 Account Suspension and Termination

Company may suspend or terminate Subscriber’s account and access to the Services in accordance with this Agreement, including for material breach, non-curable breach, non-payment of fees, or violation of applicable law.

Upon termination, Subscriber’s right to access and use the Services ceases, subject to any limited access rights expressly provided elsewhere in this Agreement.

4.6 Subscriber Content and Operational Metadata

“Subscriber Content” means prompts, inputs, submissions, and other content provided by or on behalf of Subscriber to the Services, but does not include generated outputs once delivered through the Services unless expressly retained by Company.

“Operational Metadata” means account information, billing records, usage logs, telemetry, security records, diagnostic data, and other technical or administrative information generated or collected in connection with operation of the Services.

As of the Effective Date, Subscriber acknowledges that Company does not retain Subscriber Content following processing, except to the extent expressly stated elsewhere in this Agreement or required by applicable law.

Company may retain Operational Metadata as necessary to operate the Services, enforce this Agreement, comply with legal obligations, or protect the security and integrity of the Services.

Accordingly, following termination or expiration of the Subscription Term, Company may have no Subscriber Content available for export, retrieval, or recovery, and Company does not guarantee the availability of any data after termination.

5. Acceptable Use Policy

5.1 Compliance with Laws

Subscriber shall comply with all applicable local, state, federal, and international laws and regulations in connection with its access to and use of the Services.

Subscriber shall not use the Services in any manner that would cause Company to violate applicable law or assume regulatory obligations that it has not expressly agreed in writing to undertake.

5.2 Prohibited Activities

Subscriber shall not, and shall not permit any authorized individual or third party to:

5.3 Monitoring and Enforcement

Company may, but is not obligated to, monitor and analyze use of the Services to maintain the security, integrity, and performance of the Services and to detect and prevent violations of this Agreement.

If Company determines that Subscriber or any authorized individual has violated this Section 5 or otherwise misused the Services, Company may take appropriate action, including warning Subscriber, removing content, suspending or restricting access, terminating access, disabling credentials or API keys, or cooperating with law enforcement or regulatory authorities, as permitted by applicable law.

Nothing in this Section requires Company to monitor the Services or to detect, prevent, or remediate any particular misuse.

6. Intellectual Property

6.1 Company Intellectual Property

The Services, and all proprietary technology and materials embodied in, used to provide, or made available through the Services, including source code, underlying structure, logic, algorithms, proprietary models, prompts, prompt templates, prompt architectures, frameworks, workflows, methodologies, benchmarks, scoring logic, evaluation criteria, verification processes, governance processes, review processes, and related technical or operational materials, whether or not publicly disclosed by Company (collectively, the “Proprietary Technology and Materials”), are owned by Company or its licensors and are protected by applicable United States and international intellectual property laws, including copyright, trademark, patent, trade secret, and other proprietary rights laws.

Except for the limited rights expressly granted in this Agreement, no right, title, or interest in or to the Services or any Proprietary Technology and Materials is granted, transferred, or assigned to Subscriber.

Subscriber shall not use Company’s logos, product names, trademarks, service marks, or other branding except as expressly authorized by Company in writing.

6.2 Subscriber Content

As between the parties, Subscriber retains all right, title, and interest in and to Subscriber Content.

Subscriber grants Company a limited, non-exclusive, worldwide, royalty-free license to receive, process, transmit, and use Subscriber Content solely as necessary to provide the Services, comply with applicable law, enforce this Agreement, protect the Services, and as otherwise expressly permitted under this Agreement.

For the avoidance of doubt, generated outputs are not retained as Subscriber Content once delivered through the Services unless expressly retained by Company as set forth elsewhere in this Agreement.

6.3 Aggregated and Anonymized Data

Company may collect, generate, and use aggregated, anonymized, or de-identified data derived from Operational Metadata and use of the Services for its legitimate business purposes, including service improvement, analytics, security, operations, and product development, provided that such data does not identify Subscriber, any authorized individual, or any client of Subscriber, and cannot reasonably be used to do so.

6.4 Feedback

If Subscriber provides any feedback, suggestions, recommendations, enhancement requests, or feature requests relating to the Services (“Feedback”), Subscriber grants Company a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use, reproduce, modify, adapt, incorporate, and otherwise exploit such Feedback without restriction or obligation.

6.5 No Training on Subscriber Content

As of the Effective Date, Company will not use Subscriber Content to train, fine-tune, or improve any artificial intelligence or machine learning model operated by Company.

Company does not authorize any third party to use Subscriber Content submitted through the Services to train, fine-tune, or improve any artificial intelligence or machine learning model on Company’s behalf, except as expressly agreed in writing by Company and Subscriber.

7. Data Privacy and Security

7.1 Privacy Policy

Company’s Privacy Policy, available at vertixiq.com/privacy, describes how Company collects, uses, and discloses information in connection with the Services.

By accessing or using the Services, Subscriber acknowledges that Company may collect, use, and disclose information as described in the Privacy Policy, subject to applicable law and this Agreement.

7.2 Data Security

Company implements and maintains reasonable administrative, technical, and physical safeguards designed to protect Subscriber Content and Operational Metadata, as applicable, from unauthorized access, disclosure, use, alteration, or destruction.

Subscriber acknowledges that no method of transmission over the Internet or method of electronic storage is completely secure, and Company cannot guarantee absolute security.

7.3 High-Risk Data

“High-Risk Data” means any data or information requiring heightened legal, regulatory, or contractual protection, including, without limitation: (a) protected health information, medical records, or other information subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); (b) payment card data, cardholder data, or other information subject to the Payment Card Industry Data Security Standard (“PCI DSS”); (c) personally identifiable information (“PII”), Social Security numbers, driver’s license numbers, banking information, account numbers, routing information, or other sensitive personal information; (d) nonpublic personal information, customer financial information, or other information subject to the Gramm-Leach-Bliley Act (“GLBA”), Regulation P, or similar financial privacy laws; and (e) any other confidential, regulated, export-controlled, or highly sensitive information requiring heightened legal, regulatory, or contractual protection.

Unless Company has expressly agreed in writing to accept High-Risk Data and the associated compliance obligations, the Services are not intended for the submission, transmission, upload, storage, or processing of High-Risk Data.

If Subscriber submits, transmits, uploads, or otherwise makes available any High-Risk Data through the Services without Company’s prior written approval, Subscriber does so at its sole risk.

To the maximum extent permitted by law, Company disclaims all liability arising from or related to the submission, transmission, processing, exposure, loss, misuse, or unauthorized disclosure of High-Risk Data through the Services unless Company has expressly agreed in writing to accept such data and the associated compliance obligations.

7.4 Data Processing Agreement

If and to the extent Subscriber’s use of the Services requires a data processing agreement under applicable data protection law, Company will make available its standard Data Processing Agreement upon written request to privacy@vertixiq.com.

Any such Data Processing Agreement shall apply only to the extent required by applicable law, shall remain subject to Section 1.1 of this Agreement, and shall not be construed as Company’s acceptance of High-Risk Data unless expressly stated in writing.

7.5 AI Processing Disclosure

The Services use Third-Party Services, including artificial intelligence providers, to process, analyze, and transmit Subscriber Content in order to provide the Services.

Company may update or change its Third-Party Services from time to time in accordance with this Agreement. If Company maintains a current list of AI processing providers, Company may make it available upon written request to privacy@vertixiq.com.

7.6 Security Incident Notification

If Company becomes aware of a confirmed security incident involving Operational Metadata or any retained Subscriber Content, Company will provide notice to the affected Subscriber to the extent required by applicable law or where Company determines, in its reasonable discretion, that such notice is appropriate under the circumstances.

Company will take reasonable steps to investigate, contain, and mitigate the effects of such incident, consistent with the nature of the incident, the information involved, and Company’s obligations under applicable law.

7.7 Compliance

Each party will comply with applicable laws and regulations as they apply to such party’s activities under this Agreement, including applicable laws relating to data privacy, data security, and protection of personal information.

Company does not, by providing the Services, undertake any compliance obligation with respect to High-Risk Data unless expressly agreed in writing.

7.8 Subscriber Content and Operational Metadata

As of the Effective Date, Subscriber acknowledges that Company does not retain Subscriber Content following processing, except to the extent expressly stated elsewhere in this Agreement or required by applicable law.

Company may retain Operational Metadata as necessary to operate the Services, enforce this Agreement, comply with legal obligations, or protect the security and integrity of the Services.

8. Payment Terms

8.1 Fees

Subscriber agrees to pay all fees applicable to the Services selected by Subscriber at the time of purchase, enrollment, renewal, or as otherwise set forth in an applicable Order Form.

All fees are due in advance of the applicable subscription period unless otherwise specified in an applicable Order Form.

8.2 Subscription Tiers and Billing

(a) Pre-Flight: Fees are billed on a recurring monthly or annual basis, as selected by Subscriber at the time of subscription. Subscriber authorizes Company and its designated payment processors to charge Subscriber’s selected payment method for applicable fees and renewals in accordance with this Agreement.

(b) Teams and Atticus: Fees, billing frequency, and payment terms are as specified in the applicable Order Form.

8.3 Pricing Changes

Company may modify pricing for the Services from time to time. For changes affecting existing subscriptions, Company will provide at least thirty (30) days’ prior notice before updated pricing takes effect on Subscriber’s next renewal date.

If Subscriber does not agree to a pricing change, Subscriber may cancel prior to the renewal date in accordance with this Agreement. Continued use of the Services after the pricing change takes effect constitutes acceptance of the updated pricing.

8.4 Add-On Features and Premium Services

Company may make available additional features, integrations, or services (“Add-On Features”) for an additional fee. Any Add-On Features and applicable charges will be disclosed to Subscriber before Subscriber incurs such charges.

Subscriber will not be charged for any Add-On Feature without affirmative authorization. Company may modify, discontinue, or reprice Add-On Features from time to time upon reasonable notice.

8.5 Payment Authorization — Card

By providing credit or debit card information, Subscriber authorizes Company and its designated payment processor to charge the provided payment method for applicable fees, renewals, and any authorized additional charges under this Agreement.

Subscriber is responsible for maintaining current, complete, and valid payment information in its account.

Card data is stored and processed by Company’s designated payment processor in accordance with such processor’s applicable terms, privacy practices, and security standards. Company does not store full card numbers on its own systems.

8.6 Payment Authorization — ACH

By providing bank account information for ACH payments, Subscriber authorizes Vertix IP Holdings, Inc. to initiate recurring ACH debit entries, and where necessary credit entries or adjustments, to the designated bank account for applicable fees on scheduled billing dates.

This authorization remains in effect until Subscriber revokes it in writing and Company has had a reasonable opportunity to act on such revocation. Revocation requests must be submitted to billing@vertixiq.com.

Subscriber represents and warrants that it is authorized to use the designated bank account for such payments and agrees to be bound by the applicable NACHA rules governing ACH transactions.

8.7 Failed Payments and Dunning

If a payment attempt fails or any undisputed invoice, renewal charge, or other fee due under this Agreement remains unpaid by the applicable due date, Company may notify Subscriber and attempt to collect payment using its standard billing and dunning procedures.

Company may, in its discretion, suspend or restrict access to the Services immediately upon payment failure or at any time thereafter, or elect to provide Subscriber a notice or grace period to cure the payment default before further enforcement action.

8.8 Payment Disputes and Chargebacks

If Subscriber initiates a chargeback, payment reversal, or other payment dispute relating to fees due under this Agreement, Company may suspend or restrict access to the affected Services while the dispute is pending.

If the dispute is resolved in Company’s favor, Company may restore access upon payment of all outstanding amounts.

If the dispute is resolved in Subscriber’s favor, Company will have no obligation to continue providing the affected Services except as otherwise agreed in writing.

Nothing in this Section 8.8 limits either party’s rights under applicable law or applicable card network rules.

8.9 Late Payments

Undisputed invoiced amounts not received by Company by the due date may accrue late interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, if lower, from the due date until paid in full.

Subscriber will be responsible for all reasonable expenses, including attorneys’ fees, incurred by Company in collecting overdue amounts.

8.10 Taxes

Unless otherwise stated, Company’s fees do not include taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes (“Taxes”).

Subscriber is responsible for paying all applicable Taxes. If Company has a legal obligation to collect Taxes for which Subscriber is responsible, Company will invoice Subscriber for such Taxes.

8.11 Future Functionality

Subscriber’s purchases are not contingent on the delivery of any future functionality or features, or on any oral or written public statements made by Company regarding future functionality or features.

8.12 Electronic Communications Consent

By providing a telephone number and/or email address, Subscriber agrees that Company may provide billing, payment, renewal, service, and account-related communications electronically, including by call, text message, email, in-product notification, or other electronic means made available through the Services.

Electronic notices will be deemed received twenty-four (24) hours after sending, except where applicable law requires otherwise.

9. Free Trials

Company may offer free trials for certain Services or features from time to time in its discretion.

If Company offers a free trial, the applicable trial period, eligibility requirements, automatic conversion terms, applicable fees that will be charged after the trial ends, and the date of the first charge will be disclosed to Subscriber at the time of enrollment.

Subscriber may be required to provide a payment method to begin a free trial. If Subscriber does not cancel before the free trial period ends, the subscription will automatically convert to a paid subscription and Company or its designated payment processor may charge the applicable payment method for the fees disclosed at enrollment.

Subscriber may cancel a free trial before the trial period ends through any cancellation method made available by Company, including available account settings or by contacting support@vertixiq.com.

Company may determine free trial eligibility in its discretion and may limit, deny, revoke, or disqualify free trial eligibility based on account information, payment method, device signals, device fingerprinting, suspected abuse, repeated enrollments, or any other indicators of misuse or ineligibility.

Any automatic conversion from a free trial to a paid subscription remains subject to the cancellation and renewal provisions of this Agreement.

10. Renewal and Cancellation

10.1 Pre-Flight Renewal

Pre-Flight subscriptions renew automatically at the end of each applicable billing period unless canceled before the renewal date.

If Subscriber does not cancel before the renewal date, Subscriber authorizes Company or its designated payment processor to charge the applicable renewal fees to Subscriber’s pre-authorized payment method on file.

10.2 Cancellation Method

Subscriber may cancel a subscription through any cancellation method made available by Company, including available account settings or by emailing support@vertixiq.com. Company may require reasonable verification of account ownership prior to processing any cancellation request.

10.3 Effect of Cancellation

Upon cancellation, Subscriber retains access to the Services through the end of the then-current paid Subscription Term. Cancellations apply prospectively only and do not apply retroactively.

Except as expressly provided in this Agreement, all fees are non-refundable, and no prorated refunds, credits, or partial billing adjustments will be provided in connection with cancellation.

10.4 Teams and Atticus

Teams and Atticus renewals, cancellations, and any non-renewal requirements are governed by the applicable Order Form.

11. Confidentiality

11.1 Definition

“Confidential Information” means any non-public information disclosed or made available by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Company’s Confidential Information includes, without limitation, the Services, pricing, product roadmap, Proprietary Technology and Materials, non-public technical information, security information, and non-public business or product information.

Subscriber’s Confidential Information includes, without limitation, Subscriber Content to the extent retained by Company, non-public business information, and non-public information regarding Subscriber’s operations.

Non-public Proprietary Technology and Materials are Confidential Information. Proprietary Technology and Materials that are publicly disclosed by Company remain proprietary to Company but are not Confidential Information solely by reason of such public disclosure.

11.2 Obligations

The Receiving Party shall: (a) protect the Disclosing Party’s Confidential Information using at least reasonable care, and no less than the care it uses to protect its own confidential information of a similar nature; (b) use the Disclosing Party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement; and (c) disclose such Confidential Information only to its employees, contractors, advisors, auditors, lenders, financing sources, procurement personnel, and other representatives who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein.

The Receiving Party is responsible for any breach of this Section by any person to whom it discloses Confidential Information.

11.3 Exclusions

The obligations in this Section do not apply to information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party or its representatives; (b) was lawfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (c) is lawfully received by the Receiving Party from a third party without restriction and without breach of any duty owed to the Disclosing Party; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

11.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order, or governmental authority, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.

The Receiving Party shall disclose only that portion of the Confidential Information legally required to be disclosed.

11.5 Return or Destruction

Upon termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy the Disclosing Party’s Confidential Information in its possession or control, except to the extent retention is required by applicable law, for routine backup or archival purposes, as necessary to enforce this Agreement, or with respect to Operational Metadata retained for security, compliance, operational, or enforcement purposes.

Upon written request, the Receiving Party will certify such return or destruction in writing.

12. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

COMPANY DOES NOT WARRANT THAT ANY OUTPUTS, ANALYSES, VERIFICATIONS, SCORED RESULTS, OR OTHER MATERIALS GENERATED, PROVIDED, OR MADE AVAILABLE THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

THE SERVICES DO NOT CONSTITUTE LEGAL, FINANCIAL, MEDICAL, REGULATORY, OR OTHER PROFESSIONAL ADVICE, AND NO FIDUCIARY DUTY OR SIMILAR OBLIGATION IS CREATED BY THE SERVICES OR COMPANY’S PROVISION OF THE SERVICES.

ALL OUTPUTS REQUIRE INDEPENDENT PROFESSIONAL REVIEW AS A CONDITION OF APPROPRIATE USE.

13. Limitation of Liability

13.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Direct Damages

SUBJECT TO SECTION 13.3, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY SUBSCRIBER TO COMPANY FOR THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Exceptions

The limitations and exclusions in Sections 13.1 and 13.2 do not apply to:

13.4 Basis of the Bargain

THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES, FORM AN ESSENTIAL BASIS OF THE BARGAIN, AND THAT COMPANY WOULD NOT PROVIDE THE SERVICES WITHOUT THEM.

14. Indemnification

Subscriber shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the “Indemnified Parties”) from and against any third-party claims, actions, demands, suits, investigations, or proceedings (each, a “Claim”), and any resulting damages, losses, liabilities, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or related to:

14.1 Indemnification Procedure

Company shall give Subscriber prompt written notice of any Claim for which Company seeks indemnification under this Agreement, together with reasonable detail regarding the nature of the Claim and copies of material written notices and pleadings then available to Company; provided, however, that any failure or delay in giving such notice shall not relieve Subscriber of its indemnification obligations except to the extent Subscriber is actually and materially prejudiced thereby.

Subscriber may assume control of the defense of the Claim by giving written notice to Company within fifteen (15) days after receipt of Company’s notice of the Claim. If Subscriber assumes the defense, Subscriber shall do so at its sole cost and expense, through counsel reasonably satisfactory to Company, and shall defend the Claim diligently, in good faith, and in a manner reasonably designed to protect Company and the Indemnified Parties.

If Subscriber does not timely assume the defense, or after assuming the defense fails to defend the Claim diligently and in good faith, Company may assume or resume control of the defense of the Claim, and Subscriber shall remain responsible for all Losses and reasonable attorneys’ fees and costs incurred by Company in connection with the Claim to the extent subject to indemnification under this Agreement.

Company may participate in the defense of any Claim with counsel of its own choosing at its own expense. Notwithstanding the foregoing, if Company reasonably determines that (i) a conflict of interest exists between Company and Subscriber, (ii) the Claim seeks injunctive, equitable, or other non-monetary relief, (iii) the Claim involves a governmental, regulatory, or criminal inquiry, or (iv) the Claim could reasonably be expected to adversely affect Company or any Indemnified Party in a manner not fully addressed by a money damages settlement, then Company may retain separate counsel of its choosing, and Subscriber shall be responsible for the reasonable fees and expenses of such separate counsel to the extent arising from such circumstances and otherwise subject to indemnification under this Agreement.

Subscriber shall not settle, compromise, or consent to the entry of judgment with respect to any Claim without Company’s prior written consent, not to be unreasonably withheld, conditioned, or delayed; provided, however, that Company may withhold consent in its sole discretion to any proposed settlement that (A) admits fault, liability, or wrongdoing by Company or any Indemnified Party, (B) imposes any injunctive, equitable, operational, monitoring, compliance, or other non-monetary obligation on Company or any Indemnified Party, (C) does not include a full and unconditional release of Company and the Indemnified Parties from all liability arising out of the Claim, or (D) requires Company or any Indemnified Party to pay any amount or take or refrain from taking any action.

Company shall reasonably cooperate with Subscriber in the defense of any Claim at Subscriber’s expense.

15. Term and Termination

15.1 Term

This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement.

For Pre-Flight, the Subscription Term continues on a recurring basis unless and until canceled or terminated in accordance with this Agreement.

For Teams and Atticus, the term of the Services will be as specified in the applicable Order Form.

15.2 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.

Notwithstanding the foregoing, Company may suspend or restrict Subscriber’s access to the Services immediately upon any payment default or other non-curable breach, or may elect in its discretion to provide Subscriber a notice or grace period before taking such action.

If Subscriber fails to pay any undisputed invoice, renewal charge, or other fee due under this Agreement by the applicable due date, Company may, in its discretion, (a) suspend or restrict access to the Services immediately, (b) provide Subscriber a notice or grace period to cure the payment default, or (c) terminate this Agreement without further cure period if the payment default continues beyond any notice or grace period Company elects to provide.

Company may also suspend Subscriber’s access to the Services or terminate this Agreement immediately and without a cure period for any non-curable breach expressly identified in this Agreement, or for any other substantially similar conduct that Company reasonably determines poses an imminent and material legal, security, or regulatory risk to Company, the Services, or third parties.

15.3 Effect of Termination

Upon expiration or termination of this Agreement: (a) all rights and licenses granted to Subscriber under this Agreement immediately terminate, except as otherwise expressly stated herein; (b) Subscriber must immediately cease all access to and use of the Services; (c) Company’s obligations with respect to Subscriber Content and Operational Metadata will continue to be governed by Section 7.8; and (d) all amounts owed by Subscriber under this Agreement become immediately due and payable.

15.4 Survival

Any provision of this Agreement that by its nature should survive termination or expiration of this Agreement will survive, including Sections 3, 5, 6, 7, 11, 12, 13, 14, 15.3, 15.4, 16, 17, and 18.

16. Dispute Resolution

16.1 Arbitration

Except for Excluded Claims described in Section 16.4, any claim, dispute, or controversy arising out of or relating to this Agreement or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then-current Commercial Arbitration Rules.

Unless otherwise agreed by the parties or ordered by the arbitrator, the arbitration may be conducted telephonically, online, in person, and/or based on written submissions. The arbitrator shall have authority to permit such discovery and procedures as the arbitrator determines are appropriate in light of the nature and complexity of the dispute.

Any award shall be final and binding and may be entered and enforced in any court of competent jurisdiction.

16.2 No Class or Representative Actions

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO CLASS ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON SHALL BE PERMITTED IN ARBITRATION OR OTHERWISE.

16.3 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

16.4 Excluded Claims; Delaware Court Jurisdiction

Notwithstanding Section 16.1, Company may bring in the state or federal courts located in Delaware any claim arising out of or relating to:

(a) any actual or threatened infringement, misappropriation, unauthorized use, unauthorized disclosure, or other violation of Company’s intellectual property rights or Proprietary Technology and Materials;

(b) any actual or threatened breach of Section 11 (Confidentiality);

(c) any actual or threatened violation of Section 5 (Acceptable Use Policy); or

(d) any claim for injunctive relief, equitable relief, specific performance, temporary restraining order, preliminary injunction, permanent injunction, or any related damages or other relief arising from or connected to the foregoing.

For the avoidance of doubt, Excluded Claims are not subject to mandatory arbitration and may be brought exclusively in the courts specified in Section 16.5.

16.5 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

For any Excluded Claim, and for any action to enforce, confirm, vacate, or otherwise relate to any arbitration award or arbitration obligation under this Section 16, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

Venue shall lie exclusively in the United States District Court for the District of Delaware for federal matters and, if federal jurisdiction is unavailable, the state courts located in New Castle County, Delaware.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any applicable Order Form or Statement of Work, any applicable Data Processing Agreement, the Privacy Policy, the Refund Policy, and any other document expressly incorporated by reference in these Terms, constitute the entire agreement between the parties regarding the Services and supersede all prior and contemporaneous agreements, understandings, representations, and warranties relating to the Services.

For the avoidance of doubt, no purchase order, onboarding document, click-through term, procurement form, vendor portal term, or other document submitted by Subscriber will modify or supersede this Agreement unless expressly agreed in a formal written amendment to this Agreement.

17.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement shall remain in full force and effect.

17.3 Waiver

No waiver of any right or provision of this Agreement shall be effective unless in writing and signed by an authorized representative of Company.

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise of it.

17.4 Assignment

Subscriber may not assign, delegate, or transfer this Agreement or any rights or obligations under this Agreement without Company’s prior written consent.

Company may assign, delegate, or transfer this Agreement, in whole or in part, without Subscriber’s consent, including in connection with a merger, acquisition, corporate reorganization, financing transaction, or sale of all or substantially all of Company’s assets.

Any attempted assignment in violation of this Section shall be null and void.

17.5 Notices

Notices to Company under this Agreement shall be sent to legal@vertixiq.com.

Notices to Subscriber may be sent to the email address associated with Subscriber’s account or by other electronic means permitted under this Agreement.

Notices are effective when sent by email or other electronic means, unless otherwise required by applicable law.

17.6 Force Majeure

Neither party shall be liable for any delay or failure to perform under this Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, internet or telecommunications outages, power failures, pandemics, or failures of Third-Party Services or infrastructure.

A force majeure event does not relieve Subscriber of payment obligations accrued prior to the event.

17.7 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, fiduciary, agency, franchise, employment, or other similar relationship between the parties.

Neither party has authority to bind the other party or incur obligations on the other party’s behalf.

17.8 Headings

Headings and captions in this Agreement are for convenience only and do not affect interpretation.

18. Contact Information

Subscriber may contact Company regarding the Services or this Agreement using the following contact information:

Vertix IP Holdings, Inc.
Support: support@vertixiq.com
Billing: billing@vertixiq.com
Legal: legal@vertixiq.com
Privacy: privacy@vertixiq.com