These Terms of Service (this "Agreement") are entered into between Singleton Ventures LLC, a Utah limited liability company doing business as VerityOps ("Company," "we," "us," or "our"), and the entity or person accepting this Agreement ("Customer," "you," or "your"). This Agreement governs access to and use of the VerityOps service.
By clicking an acceptance box, creating an account, or using the Service, you accept this Agreement. If you accept on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" refers to that organization. If you do not have that authority, or you do not agree to this Agreement, do not use the Service.
If you are a Portal Visitor (defined below), your use of a Customer's trust portal is governed by Section 6 of this Agreement, in addition to any agreement you enter into directly with that Customer.
1. Definitions
1.1 "Agreement" means these Terms of Service, together with the documents incorporated by reference under Section 1.12.
1.2 "Service" means the VerityOps software-as-a-service offering made available at app.verityops.ai and associated domains, including the Questionnaires, Library, Portal, Deal Room, and (when available) Inbox capabilities, and any related software, tools, and documentation provided by Company. The Service does not include the Company's public marketing website at verityops.ai except where expressly stated.
1.3 "Customer" means the entity or person that accepts this Agreement and holds the account under which one or more Workspaces are provisioned.
1.4 "Workspace" means a logically isolated tenant environment within the Service provisioned for Customer, in which Customer Content is stored and Authorized Users operate. Depending on plan, Customer may have one or more Workspaces.
1.5 "Authorized User" means an individual who is authorized by Customer to access a Workspace under Customer's account and who authenticates to the Service through the Service's designated identity provider. Authorized Users may include Customer's employees, contractors, and agents.
1.6 "Portal Visitor" means an individual — typically a prospect, customer, auditor, or other counterparty of Customer — who accesses a Customer's public trust portal (currently served at /trust/[slug]) as invited or permitted by Customer. Portal Visitors are not Authorized Users, do not hold VerityOps accounts, and authenticate (where required) via email magic-link verification.
1.7 "Customer Content" means all data, documents, evidence files, canonical answers, questionnaire files, questionnaire answers, portal content, branding assets, and other materials that Customer or its Authorized Users upload to, submit to, or generate within the Service, including AI-generated draft answers and exports derived from Customer's materials. Customer Content does not include Usage Data.
1.8 "Usage Data" means aggregate, de-identified, or anonymized data derived from the operation and use of the Service (for example, feature usage statistics, performance metrics, and query volumes) that does not identify Customer, any Authorized User, any Portal Visitor, or any Customer Content.
1.9 "Order" means the plan selection, subscription term, and quantities Customer selects through the Service's self-serve checkout.
1.10 "Subprocessor" means a third-party service provider engaged by Company to process data on Company's behalf in delivering the Service, as further described in the Data Processing Addendum.
1.11 "AI Output" means content generated by artificial-intelligence features of the Service, including draft questionnaire answers and Portal AI Visitor Q&A responses.
1.12 Incorporated documents. The following are incorporated into this Agreement by reference: (a) the Data Processing Addendum, available at verityops.ai/dpa, which applies to the extent Customer Content includes personal data processed by Company on Customer's behalf; and (b) the plan descriptions, entitlements, and usage allotments published on the Company's pricing page as in effect at the time of the applicable Order.
1.13 Standard terms only; countersigned copy on request. Company offers this Agreement on a standard, non-negotiable basis for all customers. Where Customer's internal procurement process requires a countersigned document, Company will execute its standard Agreement Cover Page, which incorporates this Agreement and the Data Processing Addendum verbatim and without modification. Any addition, deletion, or modification to this Agreement — including terms contained in a Customer purchase order, procurement portal, or vendor-registration form, and even if signed or acknowledged by Company — is void and of no effect. Notwithstanding the foregoing, no addition, deletion, or modification to this Agreement is binding on Company unless set forth in a writing that expressly references this Section 1.13 and is signed (not merely acknowledged) by a Member of Singleton Ventures LLC. No employee, contractor, or support representative of Company other than a Member has authority to modify this Agreement, and Customer may not rely on any purported modification by any other person.
2. The Service
2.1 Provision of the Service. Subject to this Agreement and payment of applicable fees, Company grants Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for Customer's internal business purposes, through Authorized Users, in accordance with the plan and usage allotments in Customer's Order.
2.2 Service capabilities. The Service currently includes, subject to plan entitlements: (a) Questionnaires — AI-assisted drafting of answers to security questionnaires, grounded in Customer's uploaded evidence with citations; (b) Library — storage and indexing of Customer-uploaded evidence documents and canonical answers; (c) Portal — a Customer-branded, publicly reachable trust portal where Customer's Portal Visitors can view security information and, where enabled by Customer, gated documents; (d) Deal Room — per-prospect engagement views and shareable links; and (e) Inbox — inbound-email workflow capabilities, when and as made available. Feature availability varies by plan as described on the pricing page.
2.3 Modifications. Company may modify the Service, including adding, changing, or removing features, provided that Company will not materially reduce the core functionality of the Service purchased under an active Order during its then-current subscription term. Discontinuation of the Service as a whole is governed by Section 10.5.
2.4 Support. Company provides email support at the level described for Customer's plan on the pricing page. Support is provided via support@verityops.ai. Company does not provide telephone support. No specific response times or uptime levels are promised. No service-level agreement is offered for any plan, and none is promised unless and until Company expressly publishes one.
2.5 Beta and early-access features. Company may offer features identified as beta, preview, or early access. Such features are provided as is, may be modified or withdrawn at any time, and are excluded from any warranty, indemnification, support, and continuity commitments in this Agreement.
3. Accounts, Authorized Users, and Acceptable Use
3.1 Account registration. Customer must provide accurate and complete registration information and keep it current. Customer is responsible for maintaining the confidentiality of credentials used to access its Workspaces.
3.2 Authorized Users. Customer is responsible for (a) provisioning and deprovisioning its Authorized Users; (b) all activity occurring under its Authorized Users' accounts; and (c) ensuring its Authorized Users comply with this Agreement. Credentials are per-individual and may not be shared.
3.3 Acceptable use. Customer will not, and will not permit any Authorized User or third party to:
(a) use the Service to store or transmit content that is unlawful, infringing, or that Customer does not have the right to use; (b) reverse engineer, decompile, or otherwise attempt to derive the source code of the Service, except to the extent such restriction is prohibited by applicable law; (c) circumvent or attempt to circumvent usage limits, rate limits, plan entitlements, verification requirements, watermarking, or other technical controls; (d) probe, scan, or test the vulnerability of the Service without Company's prior written authorization; (e) use the Service to develop a competing product, or access the Service for benchmarking published without Company's consent; (f) resell, sublicense, or provide the Service to third parties as a service bureau, except that Customer may make its Portal available to Portal Visitors as contemplated by the Service's design; (g) use automated means to submit questionnaires, AI queries, or verification requests in volumes or patterns intended to abuse the Service, evade per-identity limits, or impose disproportionate cost on Company; or (h) upload malicious code or interfere with the integrity or performance of the Service or the data of other customers.
3.4 Abuse controls. Customer acknowledges that the Service enforces anti-abuse controls, including email verification for gated Portal features, rate limits, automated abuse detection, and file validation on questionnaire uploads, and that these controls may throttle or decline requests that trip them. Company may update these controls to protect the Service.
3.5 Suspension. Company may suspend access to the Service (in whole or in part, including a specific Workspace or Portal) if (a) Customer materially breaches this Agreement, including the acceptable-use terms or payment obligations, and fails to cure within a reasonable period after notice, or (b) immediately and without prior notice where reasonably necessary to prevent harm to the Service, other customers, or third parties, or to comply with law. Company will limit any suspension in scope and duration to what is reasonably necessary and will restore access promptly once the cause is resolved.
4. Plans, Fees, and Payment
4.1 Plans and pricing. The Service is offered on a free trial and on paid subscription plans, billed monthly or annually, with usage allotments (including monthly questionnaire volumes) that vary by plan. Current plans, prices, allotments, and entitlements are described on the Company's pricing page, which forms part of the applicable Order. Annual subscriptions are offered at a prepay discount as shown on the pricing page.
4.2 Free trial. The free trial permits processing of one questionnaire and limited Library use, without payment or credit card, and excludes Portal publication and other paid capabilities as described on the pricing page. Company may modify or terminate the trial offering at any time. Trial use is provided as is, without any warranty or support commitment and without any indemnification from Company under Section 13A.2; Sections 12, 13, and 13A.1 apply to it in full.
4.3 Overages — pre-authorized only. If Customer exhausts its plan's included questionnaire allotment in a billing cycle, Customer may purchase additional questionnaires at the per-unit overage rate published for its plan. Overages require Customer's explicit, per-occurrence authorization before processing. The Service will not process an over-allotment questionnaire, and Company will not charge an overage fee, unless Customer (through an Authorized User with appropriate permissions) approves that specific overage in the Service. There are no automatic or retroactive overage charges.
4.4 Payment processing. Fees are payable by credit card or other methods offered at checkout and are processed by Stripe, Inc. Company does not collect or store full payment card numbers; card data is handled by Stripe under its own terms and certifications. Customer authorizes recurring charges to its payment method for subscription fees and approved overages.
4.5 Renewal. Subscriptions renew automatically at the end of each billing period (monthly or annual, as selected) at the then-current rates for Customer's plan, unless Customer cancels before renewal under Section 10.2. Company will provide notice of any price increase applicable at renewal at least thirty (30) days before the renewal date of an annual subscription. For monthly subscriptions, Company may change prices effective as of a subsequent monthly billing period by providing at least thirty (30) days' prior notice; the change applies only to billing periods beginning after the notice period, and never retroactively or mid-period. If Customer does not wish to renew or continue at changed prices, Customer's remedy is to cancel under Section 10.2 before the change takes effect.
4.6 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, GST, and similar taxes, excluding taxes on Company's net income. Where Company is required to collect taxes, they will be added at checkout.
4.7 No refunds. Except as expressly stated in this Agreement (including Sections 10.3 and 10.5 and Section 9.3 of the Data Processing Addendum) or required by law, fees are non-refundable and there are no refunds or credits for partial billing periods, unused questionnaire allotments, downgrade, or unused subscription time following cancellation. Company may, in its sole discretion, issue a refund, credit, or other accommodation in a particular case; doing so does not waive this Section 4.7, is not a course of dealing, and does not obligate Company to do so in any other case.
4.8 Non-payment. If undisputed fees are overdue, Company may, after at least 10 days' notice, suspend the Service until amounts are paid. Suspension for non-payment does not relieve Customer of its payment obligations.
5. AI Features
5.1 AI-generated drafts. The Service's questionnaire-answering capability produces drafts. AI Output is generated by machine-learning models grounded in Customer's own uploaded evidence and canonical answers, with citations to the underlying sources where available. AI Output may nonetheless be inaccurate, incomplete, outdated relative to Customer's actual practices, or contextually wrong.
5.2 Customer review required. Customer must review AI Output before relying on it or transmitting it outside the Service. Customer is solely responsible for the accuracy, completeness, and appropriateness of any answer or document it approves, exports, publishes, or sends to its own customers, prospects, auditors, or any other party. Company is not responsible for decisions made, representations given, or contracts entered into by Customer or its counterparties in reliance on AI Output.
5.3 Portal AI Visitor Q&A. Where enabled by Customer, the Portal's AI Visitor Q&A feature answers Portal Visitor questions using only the content Customer has published to the applicable access tier of its Portal. Customer controls what content is published and is responsible for it. AI Visitor Q&A responses are AI Output and carry the qualifications in Section 5.1.
5.4 No training on Customer Content. Company does not use Customer Content to train artificial-intelligence models. AI inference is performed by cloud infrastructure Subprocessors — identified in the Data Processing Addendum's Subprocessor List — whose service terms prohibit retaining inference inputs or outputs or using them to train models. Company may use Usage Data (which excludes Customer Content) to operate and improve the Service per Section 8.3.
5.5 Output similarity. Because AI Output is generated per-customer from that customer's own content, Company does not warrant that AI Output is unique; similar prompts against similar content may yield similar output across customers.
6. Portal Visitors
This Section 6 governs access to and use of a Customer's Portal by Portal Visitors. If you are a Portal Visitor, the terms of this Section 6 (together with Sections 12–14 as applied to you) are the terms on which Company makes the Portal infrastructure available to you.
6.1 Access granted by the Customer, not Company. A Portal belongs to, and its content is controlled and published by, the Customer that operates it. Your permission to view a Portal, request gated documents, sign any non-disclosure or clickwrap agreement, or use AI Visitor Q&A is granted (and may be revoked) by that Customer. Company provides the platform; it does not sponsor, verify, or endorse any Customer's Portal content and is not a party to your dealings with the Customer.
6.2 Verification. Access to gated Portal features requires verification of your email address via a magic link. You agree to use a genuine, personal or corporate email address that you control, and not to use disposable addresses, shared credentials, or another person's identity. Verified sessions are maintained via a first-party session cookie. Before a verification link is issued, you will be asked to affirmatively accept the terms of this Section 6 (and Sections 12–14 as they apply to you); your acceptance is recorded. If you do not accept, do not request verification or access gated content.
6.3 NDA and clickwrap agreements. A Customer may condition access to gated documents on your acceptance of a non-disclosure agreement or other clickwrap terms. Any such agreement is between you (or your organization) and the Customer — not with Company. Company's role is limited to presenting the Customer's terms, recording your acceptance (including a cryptographic fingerprint of the accepted text and signature metadata), and enforcing the Customer's configured access rules.
6.4 Confidentiality and no redistribution. Gated documents made available to you through a Portal are the Customer's confidential material. Unless the Customer expressly authorizes otherwise, you agree to use gated documents solely to evaluate the Customer (for example, for vendor security review), to keep them confidential, and not to republish, redistribute, or share them outside your organization's need-to-know.
6.5 Watermarking and activity logging — disclosed. You are hereby notified that: (a) gated documents may be watermarked with your identity (such as your verified email address) and access timestamp; and (b) your Portal activity — including verification events, NDA acceptances, document views and downloads, and AI Visitor Q&A questions — is logged and disclosed to the Customer whose Portal you are visiting. Do not use a Portal if you do not consent to this.
6.6 Acceptable use for Portal Visitors. You will not use a Portal to (a) systematically extract, scrape, or reconstruct the Customer's knowledge base; (b) probe or attack the Service; (c) circumvent access tiers, rate limits, or verification; or (d) submit questionnaires or queries in bad faith or at abusive volume. Company and the Customer may each suspend or revoke your Portal access at any time.
6.7 Privacy. Company's handling of Portal Visitor personal information is described in the VerityOps Privacy Policy, available at verityops.ai/privacy. As between Company and the Customer, Company processes Portal Visitor data on the Customer's behalf as described in the Data Processing Addendum.
6.8 Customer responsibilities toward its Portal Visitors. Customer is responsible for the lawfulness and accuracy of its Portal content, the terms it imposes on its Portal Visitors, and its own compliance with laws applicable to its collection and use of Portal Visitor data disclosed to it under Section 6.5.
7. Customer Content
7.1 Ownership. As between the parties, Customer owns all Customer Content, including the questionnaire answers and exports generated from Customer's materials through the Service. Company acquires no rights in Customer Content except the limited license in Section 7.2.
7.2 License to Company. Customer grants Company a worldwide, non-exclusive license to host, store, process, transmit, display, and create derivative technical artifacts of (for example, indexes and embeddings of) Customer Content, solely as necessary to (a) provide and secure the Service, (b) perform Customer's instructions given through the Service (including publishing content Customer designates to its Portal and delivering documents to Portal Visitors Customer has permitted), and (c) comply with law. This license ends when Customer Content is deleted under Section 10.4, except for the residual backup period described there.
7.3 Customer responsibilities. Customer represents that it has all rights necessary to upload Customer Content to the Service and to grant the license in Section 7.2, and that Customer Content and its use in the Service do not violate law or third-party rights. Customer is responsible for the accuracy of evidence and answers it maintains in the Service and for configuring Portal access tiers appropriately for the sensitivity of each document.
7.4 Data protection. To the extent Customer Content includes personal data, the parties' data-protection obligations are set out in the Data Processing Addendum, available at verityops.ai/dpa, incorporated by reference.
8. Company Intellectual Property; Usage Data
8.1 The Service. Company and its licensors own all right, title, and interest in and to the Service, its software, models, interfaces, documentation, and all improvements and derivatives thereof, and all related intellectual-property rights. No rights are granted to Customer other than as expressly stated in this Agreement.
8.2 Feedback. If Customer or an Authorized User provides suggestions or feedback about the Service, Company may use it without restriction or obligation.
8.3 Usage Data. Company owns Usage Data and may use it to operate, secure, benchmark, and improve the Service, provided Usage Data is aggregate or de-identified and is never disclosed in a manner that identifies Customer, any individual, or any Customer Content.
9. Security; Continuity of Access
9.1 Security program. Company maintains administrative, technical, and physical safeguards designed to protect Customer Content, including: encryption in transit (TLS 1.2 or higher) and at rest (AES-256); tenant isolation enforced at the database level via row-level security; managed encryption-key infrastructure; and audit/activity logging. The Service is hosted in the United States. A fuller description of the security program appears in Annex II of the Data Processing Addendum.
9.2 Compliance posture. Company is pursuing SOC 2 Type II examination. Company does not represent that it currently holds SOC 2 or any other certification, and makes no compliance representations beyond those expressly stated in this Section 9.
9.3 Self-serve export. Customer may export its Customer Content from the Service at any time during the subscription term using the Service's built-in export capabilities, at no additional charge.
9.4 Continuity commitments. Company's post-termination export window, deletion timeline, and Service-discontinuation notice obligations are set out in Sections 10.4 and 10.5. These commitments survive termination.
10. Term, Cancellation, and Termination
10.1 Term. This Agreement takes effect when Customer accepts it and continues until all subscriptions have expired or been terminated and, for trial-only accounts, until the account is closed.
10.2 Cancellation by Customer. Customer may cancel any subscription at any time through the Service's billing settings. Cancellation takes effect at the end of the then-current billing period; the Service remains available until then, and no further renewal charges will be made. Section 4.7 (no refunds) applies.
10.3 Termination for cause. Either party may terminate this Agreement if the other party materially breaches it and fails to cure within 30 days after written notice. Company may also terminate immediately upon notice for a breach of Section 3.3 that, by its nature, is incapable of cure. If Customer terminates for Company's uncured material breach, Company will refund any prepaid fees covering the remainder of the terminated subscription term.
10.3A Termination for convenience by Company. Company may terminate this Agreement or any subscription for any reason or no reason upon at least thirty (30) days' prior notice, in which case Company will refund the pro-rata unearned portion of any prepaid fees for the period after the effective date of termination. Section 10.4 (export window and deletion) applies.
10.4 Effect of termination; export window and deletion. Upon expiration or termination of all subscriptions:
(a) 30-day export window. Customer may continue to access the Service in a limited, read-and-export mode for 30 days to export Customer Content. (b) Deletion. Company will delete Customer Content from the production Service within 30 days after the export window closes, except as retention is required by law or for the resolution of disputes. (c) Backups. Residual copies of Customer Content in Company's backup systems expire on a rolling basis in the ordinary course — in any event within no more than thirty-five (35) days — and are not restored to production. (d) Sections that by their nature should survive — including 1, 4 (for accrued fees), 5.2, 6.4, 7.1, 8, 9.4, 10.4, 10.5, 11, 12, 13, 13A, and 14 — survive termination. Section 11 survives for three (3) years after termination, and, for Customer Content, for as long as Company retains it.
10.5 Service discontinuation. If Company decides to discontinue the Service generally, Company will provide Customer at least 60 days' prior notice and reasonable export assistance, and will refund prepaid fees covering any period after the discontinuation date.
11. Confidentiality
11.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other under this Agreement that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances. Customer Content is Customer's Confidential Information; the Service's non-public features, security details, and pricing not published on the pricing page are Company's Confidential Information.
11.2 Obligations. The receiving party will (a) use Confidential Information only to perform under or exercise rights granted by this Agreement, (b) protect it with at least reasonable care, and (c) not disclose it except to employees, contractors, and (for Company) Subprocessors who need it and are bound by comparable obligations. These obligations do not apply to information that is or becomes public without breach, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party.
11.3 Compelled disclosure. A party may disclose Confidential Information to the extent required by law, provided it gives the other party prior notice where legally permitted and reasonable cooperation to contest or limit the disclosure.
12. Warranties and Disclaimers
12.1 Mutual warranties. Each party represents that it has the legal power to enter into this Agreement.
12.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE, ALL AI OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR QUESTIONNAIRE, AUDIT, OR TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS; IN THAT CASE, EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED.
12.3 No professional advice. The Service and AI Output do not constitute legal, compliance, audit, or security-consulting advice. Customer's security and compliance representations to its own counterparties remain Customer's own.
13. Limitation of Liability
13.1 Exclusion of consequential damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA (EXCEPT AS RESULTING FROM COMPANY'S BREACH OF SECTION 10.4), OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. FOR TRIAL-ONLY OR OTHERWISE UNPAID USE, EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
13.3 Carve-outs. Nothing in Section 13.1 or 13.2 (including the trial/unpaid-use cap) limits or excludes liability for: (a) a party's fraud, gross negligence, or willful misconduct; (b) Customer's payment obligations under Section 4; (c) Customer's breach of Section 3.3 (Acceptable Use) or a Portal Visitor's breach of Section 6.6; (d) infringement or misappropriation of the other party's intellectual-property rights; or (e) a party's indemnification obligations under Section 13A. Notwithstanding Section 13.2, each party's total aggregate liability for breach of Section 11 (Confidentiality) or of the Data Processing Addendum will not exceed two (2) times the cap otherwise applicable under Section 13.2.
13.4 Allocation of risk. The limitations in this Section 13 reflect the allocation of risk between the parties, form an essential basis of the bargain, and apply notwithstanding the failure of essential purpose of any limited remedy.
13A. Indemnification
13A.1 By Customer. Customer will defend Company against any third-party claim arising from (a) Customer Content, including any claim that it infringes or misappropriates third-party rights or violates law; (b) Customer's or an Authorized User's breach of Section 3.3; (c) Customer's Portal content, the terms Customer imposes on its Portal Visitors, or Customer's use of information disclosed to it under Section 6.5; or (d) representations Customer makes to its own customers, prospects, or auditors (including via exported AI Output) — and will indemnify Company for damages, penalties, and reasonable attorneys' fees finally awarded or agreed in settlement of such claim.
13A.2 By Company. Company will defend Customer against any third-party claim that the Service, as provided by Company and used as permitted under this Agreement, infringes a United States patent, copyright, or trademark, or misappropriates a trade secret, and will indemnify Customer for damages and reasonable attorneys' fees finally awarded or agreed in settlement. This obligation does not apply to claims arising from (a) Customer Content or AI Output to the extent derived from Customer Content; (b) combination of the Service with items not provided by Company; (c) modification of the Service by anyone other than Company; or (d) use in breach of this Agreement. If the Service is, or in Company's opinion is likely to become, subject to such a claim, Company may procure the right to continue providing it, modify or replace it with functional equivalence, or terminate the affected subscription and refund prepaid fees for the unused remainder of the term. This Section 13A.2 states Customer's exclusive remedy and Company's entire liability for third-party infringement claims.
13A.3 Procedure. The indemnified party must give prompt written notice of the claim, allow the indemnifying party sole control of the defense and settlement (provided any settlement fully releases the indemnified party without admission of fault by it), and provide reasonable cooperation at the indemnifying party's expense.
14. General Terms
14.1 Governing law and venue. This Agreement is governed by the laws of the State of Utah, without regard to its conflict-of-laws rules, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah for any dispute arising out of or relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Before filing any claim arising out of or relating to this Agreement, the party asserting the claim will send the other party written notice describing the dispute and a proposed resolution, and the parties will attempt in good faith to resolve it for sixty (60) days from receipt; this paragraph does not apply to claims for injunctive relief or to collection of undisputed fees.
14.2 United States offering. The Service is offered and directed to businesses located in the United States, and Customer represents that it is such a business. Company may make the Service available elsewhere in the future; until then, use from outside the United States is at Customer's initiative and risk, and Customer remains responsible for compliance with its local laws.
14.3 Notices. Company may give notice to Customer via the Service, the email address on Customer's account, or the account billing contact. Customer must give legal notices to Company by email to legal@verityops.ai. Notices are deemed given upon receipt (for email, when sent without a delivery failure). Customer consents to receiving notices and communications from Company electronically, and agrees that electronic notices satisfy any legal requirement that a communication be in writing.
14.4 Publicity. Neither party will use the other party's name or logo publicly without the other party's prior written (email) consent.
14.5 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign it in its entirety, on notice, in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any other attempted assignment is void.
14.6 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet or utility failures, or acts of government.
14.7 Export and sanctions. Customer represents that it and its Authorized Users are not located in, and Customer will not permit access to the Service from, any jurisdiction subject to comprehensive U.S. sanctions, and are not on any U.S. government restricted-party list. Each party will comply with applicable export-control and sanctions laws.
14.8 U.S. Government use. If Customer is a U.S. Government entity or acquires the Service with government funds, the Service is a "commercial product" consisting of "commercial computer software" and "commercial computer software documentation" as defined in FAR 2.101 and DFARS 252.227-7014, and all government rights in the Service are limited to the rights granted to all other customers under this Agreement, consistent with FAR 12.212 and DFARS 227.7202.
14.9 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or fiduciary relationship. There are no third-party beneficiaries to this Agreement, except that (a) Company may enforce the Portal Visitor obligations in Section 6 directly against the applicable Portal Visitor, and (b) the Customer whose Portal is accessed is an intended third-party beneficiary of Sections 6.3–6.4 and may enforce them directly. No Portal Visitor is a third-party beneficiary of this Agreement.
14.10 Amendments; changes to these terms. Company may update this Agreement from time to time. For material changes, Company will provide at least 30 days' notice via the Service or email, and the updated terms take effect at Customer's next renewal following the notice period (or on the stated effective date for new customers and trial accounts). If Customer objects to a material change, Customer may cancel under Section 10.2 before it takes effect. Continued use after the effective date constitutes acceptance.
14.11 Waiver; severability. A waiver must be in writing and signed by the waiving party. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will remain in effect.
14.12 Entire agreement. This Agreement, together with the documents incorporated by reference in Section 1.12 and any Order, constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, proposals, and representations on that subject. Terms in a Customer purchase order or vendor-registration portal are void and of no effect, even if signed or acknowledged after the Order.
15. Contact
- Legal notices:
legal@verityops.ai - Support:
support@verityops.ai - Privacy requests: see the VerityOps Privacy Policy, available at verityops.ai/privacy
Singleton Ventures LLC, d/b/a VerityOps — a Utah limited liability company.