Terms & Conditions

Last update on

Jan 30, 2024

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.


1. Acceptance of the Terms of Use

By accessing or using the vettify.io Website (the “Website”, “Marketplace”, or “Platform”), you are entering into an agreement with Vettify Inc. (“Company”, “Vettify”, “vettify”, “we”, “us”, or “our”) and agreeing to abide by the Terms of Use outlined herein. These Terms of Use, along with any incorporated documents, govern your use of the Website and its content, functionality, and services. We strongly advise you to carefully read and review these Terms of Use and the Privacy Policy before using the Website.

Your use of the Website constitutes your acceptance and legal agreement to be bound by these Terms of Use and our Privacy Policy, available at https://www.vettify.io/legal/privacy. If you do not agree to these terms or the Privacy Policy, please refrain from accessing or using the Website. Please note that the Website is intended for individuals who are 16 years of age or older. By using the Website, you confirm that you are of legal age and meet the eligibility requirements. If you do not meet these criteria, you are not authorized to access or use the Website.


2. Definitions

The following terms shall have the meaning given to them in this section. Any other capitalized term not included in this section or any other section of this Terms of Use shall have the meaning given to it in the respective document that references this Terms of Use. For clarity, any reference to the singular also includes the plural, and every reference to a gender also includes any other gender.

Affiliate means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than fifty (50) % of the voting interests of the subject entity, or otherwise having the power to govern the financial and the operating policies or to appoint the management of the subject entity.

API means Application Programming Interface.

CDN means Content Delivery Network.

Customer means the legal entity or organization entering into the Agreement with Vettify.

Customer Data means all data and content of Customer that are uploaded by the Users to the Vettify Website and its Services and/or created using the Vettify platform.

Customer Personnel means the employees, independent contractors, agents, or sub-contractors of Customer and/or its Affiliates, and any other third party engaged by Customer and/or its Affiliates.

Content or Information or Materials refers to all data provided by any User through the Platform. This can encompass a wide range of details such as personal information, business information, financial data, budgetary considerations, pricing information relating to an individual or a company, as well as other relevant information like URLs and contact details. It serves as a comprehensive collection of data that users may submit to the Platform.

Documentation means manuals, instructions, or other documents or materials provided by Vettify and made available to Customer describing the functionality, components, features, or requirements of the Vettify Services.

Extension Period means the subscription term following the end of the Standard Period for which the Agreement is renewed.

Force Majeure means an unforeseeable event beyond the control of Vettify that cannot be remedied or avoided by the exercise of reasonable diligence, including without limitation: (i) acts of God; (ii) acts of government; (iii) earthquakes; (iv) pandemics; (v) civil unrest; (vi) acts of terror; (vii) strikes; (viii) computer, telecommunications, internet service provider, or hosting facility failures; (ix) delays involving hardware, software, or power systems not within Vettify possession or reasonable control; and (x) denial of service attacks.

Offer means the commercial arrangement between Vettify and Customer providing details of the services and products purchased, including the relevant Fees. The Offer constitutes an integral part of the Agreement.

Party means Vettify or Customer taken individually, whereas “Parties” means Vettify and Customer taken collectively.

Permitted Use means that Customer is entitled to use the Vettify Services exclusively for the exercise of its commercial or independent professional activity and strictly in accordance with the terms of the Agreement.

Sensitive Personal Data means the categories of sensitive personal data as defined in Art. 9 GDPR and any other applicable data protection legislation, even in cases such legislation uses a different terminology that encompasses a meaning substantially similar to that of Sensitive Personal Data as defined in the GDPR, including but not limited to any personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation.

Service Level Agreement (“SLA”) means the valid version of the Service Level Agreement between Vettify and Customer, which forms an integral part of the Agreement.

Service Level Package means the applicable SLA package made available to Customer under the SLA.

Standard Period means the initial twelve (12) months subscription term for which the Agreement is concluded between the Customer and Vettify.

Subscription Fees means the annual subscription fees owed and paid by the Customer to Vettify during the entire duration of the chosen Subscription Plan. The Fees may, in particular, comprise a one-time setup fee, a fixed monthly basic fee (e.g., for products purchased, support, hosting, and maintenance services), and a monthly usage fee depending on the Usage Units purchased by Customer.

Subscription Plans refer to the different levels of services that Vettify offers, which are billed to the Customer on a recurring basis. The Subscription Plan is defined by the Standard Period and extended by the Extension Period.

Third-Party Products and Services means independent third-party products and services not licensed directly by Vettify, including but not limited to web-based, mobile, offline, or other software functionalities that interoperate with the Vettify Services, that are provided by Customer or a third party, and that Customer can enable to extend the experience and functionality of the Vettify Services.

Trial Period refers to a limited period of time during which you may use our Services for free. The purpose of the Trial Period is to allow new users to try the Services before committing to a Subscription Plan.

User means the natural person authorized by the Customer to use the Vettify Services and who has created an account and obtained the credentials to access the Vettify platform. Users may include but are not limited to, Customer Personnel.

Vettify means Vettify Inc.

Vettify.io platform refers to the software supplied by Vettify to Customer for use via the Internet, namely the web-based digital asset management SaaS solution, the mobile app, and the desktop app offered by Vettify.

Vettify Services refers to the services offered by Vettify and purchased by Customer, both currently and in the future, including the subscription to the Vettify Platform.


3. Vettify Services

3.1 Usage

During the term of the agreement, Vettify offers to the Customer and its Affiliates a restricted, non-exclusive, non-transferrable right to access, utilize, and gain benefits from the Vettify Services as outlined in the Offer, in compliance with the provisions of the Agreement (“User Rights”). The Customer and its Affiliates hold no further rights related to the Vettify Services, including ownership, copyright, patent, trademark, or other usage rights unless explicitly granted under the Agreement.

Vettify operates the Vettify Platform using the infrastructure of a reliable cloud hosting provider. The Customer is responsible for establishing an internet connection to access and use the Vettify Services and ensuring the necessary hardware and software are in place (e.g., PC, network connection, browser). Any sub-licensing or further licensing of the Vettify Platform is prohibited without Vettify’s prior written consent.

The Customer is not entitled to a copy and thus has no right to a backup copy of the source code of the Vettify Platform. All rights in the Vettify Services exceeding the Right of Use defined under the Agreement remain entirely with Vettify.

The Trademarks associated with Vettify, including its name, logos, product and service names, designs, and slogans, are owned by Vettify, its affiliates, or licensors. The use of these trademarks without the prior written permission of Vettify is strictly prohibited. Any other names, logos, product and service names, designs, and slogans displayed on the Platform belong to their respective owners and are protected trademarks.

3.2 Prohibited Uses

Your use of the Website must be in compliance with applicable laws and these Terms of Use. It is prohibited to use the Website in the following ways:

  • Violating any federal, state, local, or international laws or regulations, including those governing data or software exportation to or from the United States or other countries.

  • Exploiting or causing harm to minors by exposing them to inappropriate content, soliciting personally identifiable information, or engaging in any other harmful activities.

  • Sending, receiving, uploading, downloading, using, or reusing any material that does not comply with the Content Standards outlined in these Terms of Use. • Transmitting or soliciting the sending of any advertising, promotional materials, spam, junk mail, or similar solicitations.

  • Impersonating an Organization, a company, its employees, other users, or any other person or entity by using their email addresses, screen names, or other identifiers.

  • Engaging in conduct that restricts or inhibits the use or enjoyment of the Website by others, as determined by us, or that may harm the Company, users of the Website, or expose them to liability.

Furthermore, you agree not to:

  • Use the Website in a manner that could disable, overburden, damage, or impair the site, or interfere with others’ use of the Website, including their real-time activities on the site.

  • Employ any automated means, such as robots or spiders, to access the Website for any purpose, including monitoring or copying its content, without our prior written consent.

  • Use any manual process to monitor or copy the Website’s content without our authorization, or for any other purpose not expressly permitted in these Terms of Use.

  • Use any device, software, or routine that disrupts the proper functioning of the Website.

  • Introduce any viruses, trojan horses, worms, logic bombs, or other malicious or harmful material.

  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Website, its server, or any connected server, computer, or database.

  • Launch a denial-of-service attack or a distributed denial-of-service attack against the Website.

  • Engage in any activity that attempts to interfere with the proper functioning of the Website.

3.3 User Contributions

The Website may include Interactive Services where users can post content or materials (referred to as “User Contributions”) on or through message boards, chat rooms, personal web pages, profiles, forums, or boards.

All User Contributions must adhere to the Content Standards outlined in these Terms of Use.

By posting a User Contribution on the Website, you acknowledge that it will be non-confidential and non-proprietary. You grant us, our affiliates, service providers, and respective licensees, successors, and assigns the right to use, modify, display, distribute, and disclose such material to third parties according to your account settings.

You represent and warrant that:

  • You have the necessary rights to grant the license to us and our affiliates, service providers, and respective licensees, successors, and assigns.

  • All your User Contributions comply with these Terms of Use.

  • You are solely responsible for the legality, reliability, accuracy, and appropriateness of your User Contributions.

We are not responsible or liable for the content or accuracy of any User Contributions posted by you or other users of the Website, and we are not liable to any third party regarding such contributions.

3.4 Monitoring and Enforcement; Termination

We reserve the right to:

  • Remove or reject any User Contributions at our sole discretion, without providing a reason.

  • Take necessary actions regarding any User Contribution that violates the Terms of Use, including the Content Standards. This may include infringing intellectual property rights, posing a threat to personal safety, or creating potential liability for Vettify.

  • Disclose your identity or other information to any third party asserting rights infringement or privacy violation due to material posted by you.

  • Initiate legal action, including involving law enforcement, against any unauthorized or illegal use of the Website.

  • Terminate or suspend your access to the Website, in part or in full, for any reason, including violation of these Terms of Use.

Furthermore, we may cooperate fully with law enforcement or court orders, disclosing identities or information as required. YOU HOLD HARMLESS AND WAIVE ANY CLAIMS AGAINST THE COMPANY, ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS ARISING FROM ACTIONS TAKEN DURING OR RESULTING FROM INVESTIGATIONS BY THESE PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Please note that while we strive to review material before posting and promptly remove objectionable content, we cannot guarantee immediate action. As a result, we assume no liability for the actions or inactions concerning user or third-party content. We bear no responsibility to any party regarding the activities described in this section.

3.5 Content Standards for User Contributions and Interactive Services

User Contributions and the use of Interactive Services are subject to these content standards. User Contributions must fully comply with all applicable laws and regulations at the federal, state, local, and international levels. Specifically, User Contributions must not:

  • Contain defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable material.

  • Promote sexually explicit or pornographic content, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

  • Infringe upon the intellectual property or other rights of any other person, including patents, trademarks, trade secrets, copyrights, or any other intellectual property rights.

  • Violate the legal rights, including rights of publicity and privacy, of others or include material that could lead to civil or criminal liability under applicable laws or regulations, or conflict with our Terms of Use and Privacy Policy.

  • Mislead or deceive any person.

  • Promote illegal activities or provide assistance in unlawful acts.

  • Cause annoyance, inconvenience, needless anxiety, or distress to any person.

  • Impersonate any person or misrepresent your identity or affiliation with any person or organization.

  • Involve commercial activities or sales, such as contests, sweepstakes, promotions, bartering, or advertising.

  • Create a false impression of being endorsed by us or any other person or entity.

Please note that these standards apply to all User Contributions and the use of Interactive Services.

3.6 Content Standards for User Contributions and Interactive Services

Throughout the term of the Agreement, Vettify grants the Customer and its Affiliates a limited, non-exclusive, non-assignable, non-transferrable, revocable license to access and use the API and the CDN offered by Vettify and to build integrations between them, the Vettify Services, and Third-Party Products and Services to enhance the Customer’s experience in using the Vettify Services. This license is subject to the limitations set forth in these GTCs, including the use in accordance with the Permitted Use.

The Customer and its Affiliates have the right to use the API and the CDN free of charge up to a maximum of three (3) terabytes per month. Vettify will monitor the use of API and CDN and contact the Customer if usage exceeds such limits. In this case, the Customer has the right to increase the maximum available limit of usable monthly terabytes by paying additional Fees or should reduce its usage to stay within the limit of three (3) terabytes per month.

Assuming the Customer hasn’t purchased additional terabytes and the service usage of the API and CDN has exceeded such limits for more than three (3) months within one (1) subscription year of the Basic Period or any Extension Period, Vettify will take corrective action, including automatically invoicing additional costs to the Customer or, if the Customer does not accept any additional charge for the increasing usage of the API and CDN license, Vettify has the right to throttle the bandwidth of the service API, temporarily suspend the API and CDN service or, in the absence of any other available option, terminate the Customer’s API and CDN license.

3.7 Operations

Vettify will implement suitable measures, conforming to industry standards for similar products and services, to ensure Users experience the Vettify Services as uninterrupted as possible. Vettify cannot assure continuous availability of the Vettify Services or absence of other disruptions and interruptions to the operation of the Vettify Platform but will strive to provide the Vettify Services in accordance with the relevant Service Level Package.

The Customer should immediately inform Vettify about any disturbances to the Vettify Platform and offer information and specifics about the issue’s circumstances. Vettify will address such interruption in line with the resolution period specified in the pertinent Service Level Package. Vettify retains the right to sidestep platform disruptions through a workaround solution, assuming that the cause of the interruption itself would incur undue expenses to resolve, and the usability of the Vettify Services is not significantly compromised under this workaround solution.

The Customer accepts and agrees that during the Agreement, Vettify may reach out to the Customer or its Users for research and development activities, such as using their feedback on current and future functionalities of the Vettify Services in a collective and anonymous manner. The Customer and Users can provide feedback to Vettify about the Vettify Services (e.g., technical support input, suggestions, or enhancement requests) and generate usage analytics (e.g., non-identifiable technical data and metadata from the use of the Vettify Services). Vettify reserves the right to utilize any suggestion, enhancement request, recommendation, idea, or other feedback offered by the Customer or its Users, and compile statistical and other data related to the performance, operation, and use of the Vettify Services for (i) security and operations management; (ii) improving the Vettify Services; and (iii) research and development purposes or other business purposes. The Customer assigns all rights, titles, and interests to the feedback and any ideas or suggestions within it to Vettify.

3.8 Beta Services

Occasionally, Vettify may grant the Customer access to “alpha,” “beta,” or other “early-stage” Vettify Services, (collectively referred to as “Beta Services”), which are optional to use. These Beta Services are not generally available and may contain bugs, errors, defects, or harmful components. Vettify doesn’t provide any indemnities, security commitments, service level commitments, or warranties, either express or implied, including warranties of merchantability, title, non-infringement, and fitness for a specific purpose, concerning the Beta Services. Vettify holds no liability for any damage or harm caused by or in connection with the Beta Services. Additional terms may govern Beta Services which may supplement but not replace the terms in the Agreement. Either the Customer or Vettify can end the Customer’s access to Beta Services at any point. The Beta Services, including without limitation the Customer’s evaluation or feedback of any Beta Services, are deemed Confidential Information of Vettify.

3.9 Support

Upon the Basic Period’s onset, Vettify will designate a dedicated customer success team to the Customer, responsible for liaising with the Customer for the Agreement’s entire duration.

Vettify will supply the Customer with an onboarding plan intended to guide and educate Users about the functionalities of the Vettify Platform. This plan will encompass access to Documentation, and training to guide Users through the configuration, adoption, and implementation of the Vettify Platform.

As a fundamental part of the Vettify Services, Vettify will provide online support as per the SLA standards. However, this support does not cover training, configuration, or implementation services, provision of customer-specific documentation, or individualized alteration of the Vettify Platform.

3.10 Changes to the Vettify platform

The content on this Website may be updated periodically, but it may not always be complete or up to date. Any material on the Website may be outdated, and we are not obligated to update such material.

The information on the Website is provided for general purposes only and may not be accurate, complete, or reliable. Any reliance on this information is at your own risk. We disclaim all liability for any reliance placed on such materials by you or any other visitor to the Website, or by anyone informed of its contents.


4. Third Parties

The Website may contain content from third parties, including users, bloggers, and licensors. The opinions expressed in these materials are solely those of the individuals or entities providing them and do not necessarily reflect our opinion. We are not responsible for the content or accuracy of materials provided by third parties.

Vettify may incorporate third-party subcontractors with the aim of fulfilling its contractual commitments to the Customer and its Affiliates, this includes but is not limited to, provision of hosting services. As far as legally permissible, Vettify shall take responsibility for the actions of its subcontractors, however, only to the degree that Vettify would be accountable for its own conduct per the terms of these Terms of Use. Vettify makes no assertions or guarantees and negates any liability relating to any detrimental effect on the usability of the Vettify Services that might occur from a request by the Customer to disable certain features provided by third parties.

The use of Third-Party Products and Services by the Customer will be solely governed by the terms and conditions applicable to such Third-Party Products and Services, as agreed between the Customer and the Third-Party Products and Service provider. Vettify does not provide assurance, endorsement, or support, is not liable for, and disclaims all responsibility concerning Third-Party Products and Services, inclusive of their privacy practices, data security processes, and other related policies. Customer agrees to relinquish any claim against Vettify regarding any Third-Party Products and Services. Customer may allow integrations between the Vettify Services and Third-Party Products and Services (each, an “Integration”). By enabling an Integration, Customer is instructing Vettify to share any information or data given to Vettify by or on behalf of the Customer in relation to the Vettify Services, which is necessary to enable the Integration. Customer holds the responsibility for providing all instructions to any Third-Party Products and Service provider in relation to the Customer’s Data or information. Third-Party Products and Service providers are not subcontractors of Vettify.


5. Subscription Plans and Payment Terms

5.1 Subscription Plans and Billing

For the utilization of the Vettify Services throughout the entire tenure of the Agreement, Customer is obligated to pay Vettify the Subscription Fees, which shall be paid in advance as per the terms of the Agreement. The Customer must provide Vettify with complete and accurate billing contact details, including a valid email address.

Vettify’s invoices shall be due for payment within a thirty (30) days term, strictly net from the invoice date, barring Fees that are subject to a reasonable and good faith dispute.

Except otherwise specified in the Agreement, all Fees are non-refundable, and no refunds shall be provided for partial use or non-use of the Vettify Services. Vettify reserves the right to revise the prices of the applicable Charges at the commencement of each Extension Period.

Vettify offers three subscription pricing plans: Starter, Business, and Enterprise, depicted on the Pricing page of the Platform. Upon the completion of the trial period, customers are required to select one of these plans, binding them to an annual subscription, which can be paid on a monthly or annual basis.

5.2 Increase or Decrease of Vettify Services

Any expansion of the Usage Units and/or the addition of products that extend the scope of the Vettify Services is feasible at any time. The Charges for additional Usage Units and/or for additional products shall be billed on a pro-rata basis in the event of an increase within the Standard Period or any Extension Period. The prices may be revised by Vettify at any time, in its sole discretion. The Customer will be informed of this revision by Vettify by writing, at least 30 (thirty) days before the entry into force of the new prices.

The Customer who does not accept the new prices must cancel its Subscription according to the provisions set out in article “Term”. The Customer which continues to use the Services after the entry into force of the new prices shall be deemed to have accepted them.
A decrease in Usage Units and/or products can take effect at the end of the Standard Period or any Extension Period, or earlier, with the agreement of Vettify.

Customer is accountable for updating the number of Users via the Vettify Platform. Vettify will assist the Customer in reviewing the number of Users. Prior to the commencement of the Standard Period and periodically during the entire tenure of the Agreement, Vettify will aid the Customer in calculating the correct number of Users the Customer needs to operate their subscription.

5.3 Payment Delinquency

Customer will be in default upon the expiration of this payment term. Vettify has the right to impose a default interest rate of five percent (5 %) p.a. calculated daily and compounded monthly or, if lower, the highest rate permissible under relevant law.

Except for Charges subject to a reasonable and good faith dispute, if an invoice remains unpaid for more than twenty (20) days following the expiry of the payment term and Vettify has issued at least ten (10) days’ written notice to the Customer, Vettify may suspend access to the Vettify Platform until the payment deficiency is resolved and/or extraordinarily terminate the Agreement as per section 13.2 (“Extraordinary Termination”), without being liable to the Customer. Vettify shall promptly reinstate access once the reason for default ceases. Non-payment of the Charges is a material breach of the Agreement; therefore, the remedial actions outlined in this section shall not be seen as limiting the Customer’s liability under the Agreement.

5.4 Taxes

The Charges do not include any taxes, such as local, state, provincial, federal, or foreign taxes, withholding taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, use, goods and services taxes, consumption taxes, or similar taxes (collectively “Taxes”). If applicable, the Customer is responsible for all Taxes except for any taxes imposed on Vettify’s income.

If the Customer is based in Switzerland, the value-added tax will be paid by Vettify directly to the competent authority. Therefore, in such a case, Customer shall pay the amount corresponding to the value-added tax to Vettify. If the Customer is based outside Switzerland, and if applicable, the reverse charge mechanism shall apply with regard to the value-added tax.


6. Ownership of Intellectual Property

6.1 Customer's Intellectual Property

The Customer will hold and maintain all rights, ownership, and interests in the Customer Data uploaded into the Vettify Platform and any other Customer Data produced or created in association with the Customer’s and its Users’ utilization of the Vettify Platform.
Throughout the entire Standard Period of the Agreement, the Customer provides Vettify with a non-exclusive, global, royalty-free, non-transferable, irrevocable privilege to utilize the Customer Data as required or beneficial for enforcing its rights under the Agreement and executing Vettify Services and all associated obligations, such as but not restricted to (i) providing, monitoring, enhancing, and improving the Vettify Services according to this Agreement or where mandated or permitted by law, and (ii) supplying and offering customer support services.

This section shall remain effective post termination or expiration of the Agreement.

6.2 Vettify's Intellectual Property

Vettify will hold and maintain all rights, ownership, and interests, including any intellectual property rights, without limitation, in (i) the Vettify Services; (ii) any software, applications, inventions, or other technology created in relation to Vettify Services; (iii) the name, logo, or other marks of Vettify (“Vettify Marks”); (iv) all Documentation; and (v) all changes, enhancements, improvements, derivative works, and upgrades pertinent to the above. It is clarified, the intellectual property of Vettify shall not encompass any Customer Data.

The Customer agrees that it will not use or register any mark, trade name, domain name, or social media account name that incorporates in whole or in part the Vettify Marks.

This section will continue to be effective post termination or expiration of the Agreement.


7. Data Protection

Both parties affirm and pledge that the use and processing of Customer Data containing personal data (“Customer Personal Data”) will comply with all relevant applicable data protection laws, including but not limited to the Federal Act on Data Protection (“FADP”) and the EU General Data Protection Regulation (“GDPR”).

Vettify will process Customer Personal Data solely on the instructions of the Customer and solely to fulfill its contractual obligations to provide the Vettify Services. Vettify will not sell any Customer Personal Data to third parties. Customer Personal Data is treated according to Vettify’s Privacy Policy (vettify.com/legal/privacy) and the applicable Data Processing Agreement (“DPA”). The Customer continues to be responsible for the legality of the collection, processing, and use of Customer Personal Data under any applicable data protection law.


8. Publicity

Throughout the entire Standard Period of the Agreement, the Customer provides Vettify with permission to utilize the Customer’s name and logo for marketing and sales purposes, in line with the Customer’s brand guidelines.
Vettify will use the Customer’s name and logo only for its own marketing and sales activities, and under no circumstances will it sell Customer Data to third parties for their marketing purposes. Any additional reference rights agreed between Customer and Vettify will be specified in the Agreement.


9. Indemnification

9.1 Vettify's Indemnification

The Customer agrees to protect, indemnify, and prevent Vettify, its Affiliates, employees, and subcontractors from any damages, losses, liabilities, settlements, and expenses (including, but not limited to, legal expenses and attorneys’ fees) that may arise from (i) any illegal usage of the Vettify Services by the Customer or its Affiliates or, with the Customer’s consent, by third parties; (ii) any actual or suspected violation of data protection laws or intellectual property rights by the Customer or its Affiliates; or (iii) any other legal disputes connected to the use of Vettify Services by the Customer or its Affiliates, which is contrary to Permitted Use or breaches the terms of the Agreement.
In the event of any third-party claims related to any of the indemnification obligations mentioned above (“Claims”), Vettify will promptly inform the Customer in writing and provide reasonable assistance, allowing the Customer to take exclusive control over the defense and settlement. If Vettify determines or suspects that a Claim may be legitimate, Vettify reserves the right to suspend access to the Vettify Platform for the Customer and its Users, giving prior written notice (an email will suffice). Once the Claim has been resolved or the grounds for suspicion no longer exist, access to the Vettify Platform will be restored. Any compensation claims against Vettify and any liabilities due to the suspension of the Vettify Platform, as asserted by the Customer, are excluded.


9.2 Customer's Indemnification

The Customer shall protect, indemnify, and prevent Vettify from any third-party liabilities arising from the misappropriation of any trade secret or infringement by the Vettify Services of any intellectual property rights, including but not limited to any patent or any copyright, provided that Vettify is promptly notified of any threats, claims, and proceedings and is given reasonable assistance and the opportunity to assume sole control over defense and settlement. The Customer will not be responsible for any settlement that it does not approve in writing.

The obligations mentioned above shall not apply to portions or components of the Vettify Services (i) not supplied directly by Vettify, including but not limited to any Third-Party Products and Services; (ii) made in whole or in part according to Customer specifications; (iii) modified by Customer, Customer’s Affiliate or Customer’s Personnel after being delivered by Vettify; (iv) combined with other products, processes or materials including Integrations, where the alleged infringement is caused by such combination and/or the Integration; (v) where the Customer continues to engage in any activity violating the provisions of the Agreement or applicable law after being notified or informed of reasonable modifications that could have prevented the violation; or (vi) where the Customer’s use of the Vettify Services, including the license of the API and CDN, does not comply strictly with the Permitted Use.

If the Vettify Services are deemed to infringe or are believed by Vettify to infringe, Vettify may, at its discretion and expense, (i) modify or replace the Vettify Services so that they do not infringe, ensuring that the modification or replacement has essentially similar features and functionality; (ii) secure for the Customer a license to continue using the Vettify Service; or (iii) if neither of the above is commercially feasible, terminate the Agreement and the Customer’s rights under it and refund the Customer any prepaid, unused Fees for the Vettify Service.


10. Liability

Regardless of anything to the contrary, Vettify, its Affiliates, and subcontractors shall not be accountable or liable concerning any subject matter of the Agreement under any contract, negligence, strict liability, or other theories (i) for errors or interruption of use, loss, alteration, destruction, damage, corruption, or recovery of Customer Data; (ii) for any indirect, exemplary, incidental, punitive, special or consequential damages, such as the cost of procuring substitute goods, services or technology, or loss of business; (iii) for damages caused by Force Majeure; or (iv) for any amounts that, along with amounts associated with all other claims, exceed the Fee paid or payable by the Customer in the previous twelve (12) months from when the first claim was made. In each instance, this holds whether or not Vettify has been informed of the possibility of such damages.
The exclusions and limitations mentioned above will not apply to any claims, damages, or other liabilities related to or resulting from the death and/or personal injury of a person, fraud, gross negligence, and/or deliberate misconduct.

10.1 Copyright Infringement

To report any copyright infringement in User Contributions, please send a notice to [email protected]. The Company has a policy to terminate the accounts of users who repeatedly infringe on copyrights.


11. Guarantees

11.1 Vettify's guarantees​

Vettify guarantees that:

  • it has the requisite rights and authority to enter into and fulfill the obligations outlined in the Agreement.

Vettify either owns or has all necessary rights, titles, and interests to the Vettify Services.

upon launching the Vettify Platform, Vettify will not deliberately incorporate any virus, worm, back door, Trojan horse, time bombs, software locks, or other similar harmful, destructive, or disruptive code and will adhere to industry standards to avoid introducing such codes into the Vettify Platform.

throughout the whole duration of the Agreement, Vettify will uphold the insurance coverage as per these Terms of Use.

Apart from as established above, the Vettify Services are supplied “as is”. Vettify gives no additional warranties, either express or implied, and hereby rejects all implied warranties, inclusive of any warranty of salability, suitability for a specific purpose, as well as any warranty of the Vettify Platform’s compatibility with specific hardware, software, and browsers, and that the Vettify Platform will remain clear of any harmful, destructive, or disruptive code, or will function without interruption or errors. Vettify Services don’t replace the necessity for the Customer to regularly backup data or maintain redundant data archives. Vettify also gives no guarantee or warranties of any type for Third-Party Products and Services.


11.2 Customer's guarantees​

Customer guarantees that:

  • it possesses the right and authority to enter into and execute its responsibilities under the Agreement.

throughout the full term of the Agreement, Customer, inclusive of its Affiliates and Customer’s Personnel, will abide by the obligations under the Agreement and will not utilize the Vettify Services other than in accordance with the Permitted Use.

Customer Data will not misappropriate, or otherwise infringe any intellectual property right or any other rights of a third party.

when entering into the Agreement, Customer is not insolvent and knows of no circumstances which would authorize any creditor to appoint a receiver (or other insolvency practitioner), petition for winding-up, or exercise any other rights over or against its asset.


12. Insurance

For the duration of the Agreement, Vettify will maintain adequate insurance coverage to fulfill its obligations towards Customer and the governing law. Vettify will maintain the insurance policy solely at its own cost and expense. This insurance coverage should at least include a worker’s compensation liability coverage, comprehensive general liability coverage, including contractual liability for bodily injury, including death and property damage, professional liability coverage, and cyber liability coverage.
Neither the existence nor the agreement by Customer to the types or limits of insurance carried by Vettify will be regarded as a waiver or release of Vettify’s liability or obligations under the Agreement.


13. Duration and Termination

13.1 Duration and regular termination

The Website provides information on how to terminate your account. The Agreement is arranged for the Standard Period specified between Vettify and Customer. Your order form may include an automatic renewal provision, unless either party gives notice of termination at least thirty (60) days before the next renewal term or an Extension Period begins. The termination will become effective on the first calendar day following the expiration of the Standard Period or an Extension Period.


13.2 Special termination

Either Party may terminate the Agreement for just cause at any time and with immediate effect. Just cause entitling a Party to special termination shall include:

  • If a Party significantly breaches its contractual obligations as far as the breach was not rectified by the breaching Party within twenty (20) days following the prior written warning by the other Party;

  • If insolvency proceedings are initiated against the other Party; or

for Vettify, if Customer defaults on the payment of Fees and the Fees are not paid within thirty (30) days after written notice by Vettify.


13.3 Customer data at the end of the agreement

Upon termination of the Agreement and upon written request by Customer, Vettify will supply a copy of Customer Data on a standard data carrier or via electronic transfer in a format agreed between Customer and Vettify.

Ninety (90) days after the effective date of the termination of the Agreement or upon Customer’s request already prior to this date, Vettify will delete all Customer Data except as otherwise required under statutory retention obligations.

Vettify is not obligated to provide Customer Data to Customer in deviation to these provisions (in particular relating to time, format, or migration). Any deviating provision of Customer Data will require the prior written consent of Vettify as well as separate remuneration by Customer.


14. Confidential information

In this context, “Confidential Information” represents all data shared by one Party (“Sharing Party”) to the other Party (“Recipient Party”), either verbally or documented, that is tagged as confidential or that logically should be identified as confidential based on the type of data and the conditions of its sharing. Confidential Information incorporates, but is not restricted to, Customer Data, the Vettify Services, the Agreement’s terms and conditions, and business and marketing strategies, technological and technical data, product blueprints and designs, business processes, and any additional data explicitly identified as confidential in this Terms of Use. Nevertheless, Proprietary Information does not cover any data that (i) was publicly accessible at the time of its sharing or becomes publicly accessible without a breach of this provision by the Recipient Party; (ii) was already known by the Recipient Party without exposure to the Confidential Information; (iii) Recipient Party justifiably acquires from a third party with no limitations on its usage and sharing; (iv) is developed independently by the Recipient Party without using the Proprietary Information; or (v) is relieved of confidentiality through the Sharing Party’s prior written approval.

The Recipient Party must preserve the confidential nature of the Confidential Information by employing at least the same level of caution as it utilizes to safeguard its own Proprietary Information from unauthorized usage, access, or disclosure, but in no case less than reasonable care. The Recipient Party may disclose the Confidential Information to its employees or its Affiliates, independent contractors, or sub-contractors on a strict need-to-know basis and only if they are bound by confidentiality obligations as robust as those stated in this section. If the Recipient Party is obligated by law or a court, government, or agency order to reveal Proprietary Information, it shall provide the Sharing Party with prior notice of such obligated disclosure (to the extent legally permissible) and shall adhere to any relevant protective order or equivalent pertaining to such disclosure.

The Recipient Party shall be answerable to the Sharing Party for any violation of the Recipient Party’s obligations to maintain confidentiality and for any breach by any individual or entity to whom the Recipient Party is allowed to share the Proprietary Information. The Parties accept that legal remedies may be inadequate to safeguard the Sharing Party in the event of any real or potential breach of this Agreement’s provisions and that the Sharing Party shall be entitled to equitable relief, including in the form of injunctions and specific performance orders (in each case, without proof of actual damages), in addition to all other remedies accessible to the Sharing Party at law or in equity as a remedy for any such breach or threatened breach.

This section replaces and supersedes any confidentiality agreement previously signed between the Parties. The confidentiality obligations in this section shall persist even after the end of the contractual relationship as long as there is a justifiable interest therein.


15. Final Provisions

15.1 Disclaimer of Warranties

By using this Website, you understand and agree that We cannot guarantee that the Website will be free from viruses or other destructive code. It is your responsibility to implement appropriate measures for antivirus protection and data accuracy, as well as maintain a backup system for any lost data. We will not be held liable for any loss or damage caused by distributed denial-of-service attacks, viruses, or other harmful materials that may infect your computer equipment, software, data, or other proprietary materials due to your use of the Website or any services or content obtained from it.

Your use of the Website, its content, and any services or items obtained through the Website is at your own risk. The Website, its content, and any services or items obtained through the Website are provided on an “as is” and “as available” basis, without any warranties of any kind, whether express or implied. Neither the Company nor any associated person makes any warranty or representation regarding the completeness, security, reliability, quality, accuracy, or availability of the Website. Additionally, neither the Company nor anyone associated with the Company represents or warrants that the Website, its content, or any services or items obtained through the Website will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that the Website or its server are free of viruses or other harmful components, or that the Website or any services or items obtained through the Website will meet your needs or expectations.

The Company disclaims all warranties, whether express or implied, statutory, or otherwise, including but not limited to warranties of merchantability, non-infringement, and fitness for a particular purpose.

The above disclaimer does not affect any warranties that cannot be excluded or limited under applicable law.


15.2 Limitation on Liability

To the fullest extent permitted by law, the Company, its affiliates, licensors, service providers, employees, agents, officers, and directors will not be liable for any damages of any kind, under any legal theory, arising out of or in connection with your use or inability to use the Website, any linked websites, any content on the Website or other websites, or any services or items obtained through the Website or other websites. This includes direct, indirect, special, incidental, consequential, or punitive damages, such as personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, and loss of data, whether caused by tort (including negligence), breach of contract, or otherwise, even if such damages were foreseeable.
The above limitation of liability does not affect any liability that cannot be excluded or limited under applicable law.


15.3 Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of, relating to, or in connection with your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website. 


15.4 Place of Fulfilment

The place of fulfilment shall be the registered office of Vettify in Wilmington, DE, United States.


15.5 Clause of Severability

If single provisions of the Agreement turn out to be invalid or incomplete or if performance is impossible, it will not negatively affect the rest of the Agreement’s provisions. Invalid provisions shall be substituted with a permissible, valid provision that aligns as closely as possible with the original’s intent.


15.6 Additional Points

The Agreement, its appendices, any amendments, and addenda, as well as all auxiliary and subsequent agreements, shall be drafted and signed by both Parties to be valid. These formal requirements can only be waived through a written agreement.

The Parties acknowledge that signatures delivered by electronic means (scanned and sent via e-mail or signed by an electronic signature service) will be considered original signatures. The Parties agree to conduct business via electronic transactions and recognize the validity, enforceability, and admissibility of any electronic signature created in connection with this Agreement.

The Customer recognizes and consents that Vettify may occasionally update this Terms of Use. Vettify will strive to notify the Customer of such updates before their enactment. Any updated version of the Terms of Use shall supersede the previous version and be binding upon the Parties from the commencement of the following applicable Standard Period.


16. Governing Law and Jurisdiction

All matters concerning the Website and these Terms of Use, including any disputes or claims arising from or related to them (including non-contractual disputes or claims), will be governed by and interpreted in accordance with the internal laws of the State of Delaware (in the United States of America), without giving effect to any choice or conflict of law provisions or rules of the United States of America or any other jurisdiction.

Any legal action, suit, or proceeding arising from or related to these Terms of Use or the Website shall be exclusively brought in the federal courts of the United States or the courts of the State of Delaware, specifically located in the city of Wilmington. However, we reserve the right to initiate legal action against you for breaching these Terms of Use in your country of residence or any other relevant country. By accepting these Terms of Use, you waive any objections to the jurisdiction and venue of such courts.


17. Arbitration

At the Company’s discretion, it may require you to resolve any disputes arising from these Terms of Use or the use of the Website, including disputes related to their interpretation, violation, invalidity, non-performance, or termination, through final and binding arbitration in accordance with the Rules of Arbitration of the American Arbitration Association, applying Delaware law.


18. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.


19. Waiver and Severability

No waiver by the Company of any term or condition stated in these Terms of Use shall be considered a continuing or further waiver of that term or condition or any other term or condition. The Company’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is deemed invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision will be modified or limited to the minimum extent necessary so that the remaining provisions of these Terms of Use remain in full force and effect.


20. Entire Agreement

The Terms of Use, along with our Privacy Policy, constitute the complete and exclusive agreement between you and the Company regarding the Website, superseding all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.


21. Your Comments, Questions and Concerns

Vettify Inc. is the company operates this Website.

For any notices of copyright infringement, feedback, comments, requests for technical support, or other communications regarding the Website, please contact us at [email protected] and our physical address:

Vettify Inc.

1007 N Orange St. 4th Floor

Wilmington DE, 19801

United States of America.