Vera Terms of Service

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Last Updated: May 2nd 2025

Effective Date: January 1st 2025

These terms of service (“Terms” or “Terms of Service”) are provided on behalf of Vance Tech, Inc. d/b/a Vera (“Vera”, “we”, “us”, “our”). “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. By using https://www.hirevera.com/ (the “Site”), including any related products and services provided by Vera through the Site or otherwise (collectively, the “Services”), you signify that you have read, understand and agree to be bound by these Terms, regardless of whether you are a registered member of the Service. Please read them very carefully. If you do not wish to be bound by these Terms, you should not access or use the Site or the Services. In addition to these Terms, you may enter into other agreements with us that will govern your use of certain specific products or services, or of certain features included therein. If there is any contradiction between these Terms and such other agreement, then the other agreement will take precedence as it applies to the specific product, service, or feature.

Supplemental terms or documents posted on the Services are hereby incorporated by reference. We reserve the right to change or modify these Terms at any time for any reason. We will update the “Last updated” date accordingly. It is your responsibility to review these Legal Terms periodically.

These Terms take effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Services (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

• Definitions.
  
  1. “Account” means the account you register and open on the Site in order to access and use the Services.
  2. “Account Information” means information about you Vera account and information that you and your users provide to Vera in connection with the creation or administration of your account.  For example, Account Information includes names, usernames, passwords, email addresses, and billing information.
  3. “Authorized User” means any individual you authorize to access and use the Services under your Account, including (as applicable) your employees, Business Users, Partner Users, and their respective personnel; and (ii) if you are an individual using the Services on your own behalf, you.
  4. “Business User” means an individual or entity who uses the Services to upload, transmit, and manage their own information and documents, either directly or through its Authorized Users.
  5. “Feedback” means feedback, comments, ideas, proposals, and suggestions for improvements, along with associated context related to the Services.
  6. “Partner User” means an accounting, financial, legal, or other services professional who uses the Services to collect information from Business Users with whom they have an existing client relationship. A Partner User may act individually or through its Authorized Users.
  7. “Third-Party Services” means any third-party service, connection, site, platform, application, software, or integration that interoperates with the Service.
  8. “Your Content” means any information, content, or materials that you or any Authorized User transfers to us, or that is transferred to us from Third-Party Services, for processing in connection with your Account and any computational results that you or any Authorized User derive from the foregoing through the use of the Services.
  9. “Usage Information” means analytics data, including metadata, relating to the provision, use, and performance of various aspects of the Services, Third-Party Services integrations, and related systems and technologies. This includes information concerning your use of the various features and functionality of the Service and your Account, analytics derived therefrom, and configuration data (e.g., field mapping/naming, actions, steps, and structures of products and functionalities). For clarity, Usage Information is aggregated and/or de-identified such that it does not identify you, your organization, or any individual.

• Account Registration and Responsibilities.
  
  1. Account Registration and Use License. In order to use the Services, you must register for an Account that includes a username and a password. You must provide and maintain accurate, current, and complete Account Information. Upon your proper registering for an Account and subject to these Terms, Vera will make the Services available in accordance with the applicable Order (as defined below), solely for your own internal business purposes or such that you may provide your services to your own customers. Authorized Users that are part of an organization utilizing the Services acknowledge and agree that such organization is entitled to: (a) manage its Authorized Users’ Account Information, reset their passwords, and suspend or cancel their Accounts; (b) view its Authorized Users’ usage and profile data, including how and when their Accounts are used; and (c) read or store any content that is uploaded to the Site or that is generated using the Services. Authorized Users may include Business Users or Partner Users, each of whom may access and use the Services in accordance with the scope of access and permissions granted to them. Partner Users may initiate document requests and configure checklists, while Business Users may provide data and grant access to specific content.
  2. Eligibility.  In order to open and maintain your Account, you hereby represent, warrant, and covenant that you have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside.
  3. Responsibilities.  You are responsible for maintaining the confidentiality of your Account credentials. You agree to immediately notify Vera of any suspected or actual unauthorized use of your Account. You agree that you will be responsible and liable for all uses of the Services under your Account, including without limitation, compliance with all applicable laws, regulations, and third-party terms. You further agree that Vera will not be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your Account or your Third-Party Login credentials.

• Subscription Access to Services; Renewals; Payment Terms.
  
  1. Access to the Services (or certain features or modules within the Services) may be provided (a) under a subscription plan with periodic or transaction-based billing (a “Subscription Plan”), or (b) on a consumption-based model tied to your actual use or completion of specific activities (“Consumption-Based Access”). The terms relating to your Subscription Plan or other Consumption-Based Access will be further stated in the applicable order, in the applicable online portal, or as noted in your Account through the Site (“Order”). Except as otherwise specified in your Order, unless either party cancels your Subscription Plan prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal through the means we designate, which may include account settings in the Site or contacting our support team. Cancelling your Subscription Plan in accordance with these instructions means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable Service continuing to be offered and will be charged at the then-current rates. All consumption-based pricing is subject to change at Vera’s discretion, with any changes communicated to you in advance through the Site, your Account, or other reasonable means.
  2. You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If the Order does not specify payment terms, then fees will be due (i) within thirty (30) days from the invoice date, (ii) in U.S. Dollars, and (iii) are non-refundable. Fees are fixed for the duration of each Subscription Plan. Vera may increase fees for any additional Subscription Plan or introduce fees for Services (or specific features or modules) that were previously provided at no charge. Past due amounts will accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, until paid in full. If any payment owed by you under this or any other agreement with Vera is more than thirty (30) days overdue, Vera may, without limiting its other rights and remedies, (a) accelerate all unpaid fee obligations so they become immediately due and payable, and (b) suspend your access to the Services until all overdue amounts are paid, provided that Vera gives you at least ten (10) days’ prior notice of the suspension. All fees are exclusive of any taxes, levies, or duties imposed by taxing authorities, including sales, value added, use, goods and services, excise, or property taxes (“Taxes”). You are responsible for paying all such Taxes, except for taxes based on Vera’s net income. You will not withhold any Taxes from payments to Vera.
  3. Access to a Service that is provided to you free of charge will continue until terminated by Vera, in its sole discretion. Such termination to a free of charge Service may occur without any prior notice and you acknowledge and agree that Vera is not liable to you or any third-party for such termination.
  4. You may add users, increase storage limits, or otherwise increase your use of the Service by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, we will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term.

1. Term, Termination, and Fees.
   
   1. Term. Your Term commences on the Effective Date (defined above) and continues until all Subscription Terms hereunder have expired or the Services specified in your Order have otherwise been completed.
   2. Termination. A party may terminate these Terms for cause: (i) upon thirty days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If these Terms are terminated by Vera for cause as described in this Section, you will pay any unpaid fees covering the remainder of the Subscription Plan or as otherwise set forth in your Order to the extent permitted by applicable law. In no event will termination relieve you of your obligation to pay any fees payable to Vera for the period prior to the effective date of termination.
   3. Effect of Termination. Once you delete your Account, neither your Account nor Your Content can be restored or recovered in any way. If you do not log in to your Account for twenty-four (24) or more months, we reserve the right to designate your Account as "inactive" and delete the Account and/or all the data associated with it. Vera is not responsible for notifying Partner Users of any Business User’s deletion of their Account or revocation of access to Services or integrations. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms. All sections of these Terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

• Use and Restrictions.
  
  1. Account and Use of Service. You may use your Account and the Services only (i) for lawful purposes; (ii) in accordance with these Terms; and (iii) in your role as a Business User or Partner User, solely within the scope of functionality applicable to your role. Partner Users represent and warrant that they have obtained appropriate authorization from Business Users prior to initiating document requests, accessing Business User content, or configuring checklists that may retrieve such content.
  2. Restrictions.  You will not and will not permit anyone else to: (i) sell, sublicense, distribute, transfer, or rent the Service (in whole or part), grant non-users access to the Services or use the Services to provide a hosted or managed service to others; (ii) reverse engineer, decompile or seek to access the source code of the Service; (iii) copy, modify, create derivative works of or remove proprietary notices from the Services; (iv) conduct security or vulnerability tests of the Services, interfere with its operation or circumvent its access restrictions; (v) use the Services to develop a product or Service competitive to Vera; (vi) submit content that in our judgment is objectionable, such as content that is harmful, threatening, inflammatory, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or otherwise objectionable, or which restricts or inhibits any other person from using or enjoying the Site, or which may expose us or our users to any harm or liability of any type; (vii) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity; (viii) use the Site or our products and Services in any manner that could damage, disable, overburden or impair the Site; (ix) submit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (x) otherwise use the Services outside of the scope of the rights expressly granted herein; or (xi) use any automated system, including without limitation “robots,” “spiders,” or “offline readers,” to access the Service in a manner that sends more request messages to Vera servers than a human can reasonably produce in the same period of time by using a conventional online web browser.
  3. Enforcement. We reserve the right, but do not undertake the obligation, to monitor the Services, investigate, and take appropriate action against any party that uses the Services in violation of applicable law or these Terms, including but not limited to, the right to remove, or delete any of Your Content. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions could endanger the operation of the Service or other users, we may suspend your access or remove your Customer Content immediately without notice. We have no liability to you for accepting, removing, or deleting your Customer Content.
  4. Export Controls. You hereby represent, warrant, and covenant that: (i) you understand and acknowledge that components of the Service may be subject to export, re-export, and import restrictions under applicable law; (ii) you will not use the Service in a manner that violates applicable U.S. export laws or U.S. Department of Commerce regulations; and (iii) you are not located in, under the control of, or a national or resident of any country against which the United States currently has sanctions.

• Privacy and Security.
  
  1. Data Privacy Policy.  Vera’s Privacy Policy available here: https://www.hirevera.com/privacy is hereby incorporated and made a part of these Terms herein.
  2. Security.  We have implemented and maintain physical, technical, and administrative security measures designed to protect the Services and Customer Content from unauthorized access, destruction, use, modification, or disclosure. These security measures are further described in the Privacy Policy, the Order, or such other materials as may be provided to you or otherwise described on the Site.
  3. Usage Tracking. You acknowledge and agree that Vera may track all interactions with the Services, including each action taken, feature used, document submitted, and integration completed, along with corresponding timestamps and metadata, for audit, security, and product improvement purposes.

• Your Content.
  
  1. Your Content. You retain ownership of Your Content, including content from Business Users authorized by you as a Partner User, or from accounts with Third-Party Services that are transmitted, processed, and/or stored as part of the Services. By transmitting, processing, and/or storing Your Content as part of the Services, you hereby grant Vera a worldwide, non-exclusive, and limited-term license to access, use, process, copy, store, distribute, perform, transmit, export, and display Your Content and to access your Account, as reasonably necessary: (i) to provide, maintain, operate, improve, and update the Services; (ii) to prevent or address service, security, support, or technical issues; and (iii) as required by law. You acknowledge that Vera may create non-human-readable summaries and vectorized representations of Your Content, including emails and documents, for purposes of indexing, search, and retrieval. These representations may be stored even if you do not submit the related full documents. You further acknowledge that once you grant access to certain integrations (e.g., QuickBooks, Gmail, Google Drive), Vera may continue to index incoming data from those sources in real time and allow permitted Partner Users to retrieve that content on an ongoing basis, including new documents added after the initial grant of access, until access is modified or revoked. You may revoke integration access or folder-level access at any time through your account settings or by contacting Vera support.
  2. Obligations. You shall be solely responsible for the accuracy, quality, content, and legality of Your Content, and any actions triggered by Your Content. You represent and warrant that: (a) you or your licensors own all right, title, and interest in and to Your Content; (b) you have obtained all necessary rights, releases, and permissions to transmit Your Content through the Services and to otherwise use, process, and/or store Your Content as part of the Services; and (c) Your Content, and its transmission, processing, storage, and use as you authorize in these Terms or through your Account will not violate any laws or regulations, these Terms, the rights of any third-party, or the terms of any applicable Third-Party Service.

• Reservation of Rights and Improvements.
  
  1. Services. The Services are made available on a limited access basis, and no ownership rights are conveyed to you. Notwithstanding anything to the contrary in these Terms, we and our licensors have and retain all right, title, and interest, including all intellectual property rights, in and to the Services, including all modifications, updates, upgrades, extensions, components, Usage Information, and all derivative works to the Services. All our rights not expressly granted under these Terms are hereby retained.
  2. Improvements. If you provide Feedback, we may use it without restriction or compensation to you. Notwithstanding anything to the contrary set forth herein or otherwise, (i) Vera may collect, analyze, and use Usage Information, to operate, enhance, improve, and develop Vera products or services, including through model training, and otherwise in connection with our business; and (ii) Vera may derive de-identified data from Your Content (“Derived Data”) and may use such Derived Data to operate, enhance, improve, and develop Vera products or services, including through model training in accordance with our Privacy Policy. Derived Data will not include any personally identifiable information or data that could reasonably identify you. Vera does not currently use Your Content or Usage Information to train machine learning models. If that changes, Vera will notify users and may offer opt-out rights where required by law.
  3. Trademarks.  Nothing in these Terms shall be construed as granting any license or right to use any Vera or third-party trademark without the applicable prior written consent of Vera or the owner of the third-party trademark. You hereby grant Vera the right to identify you as a customer of Vera and to use your logos and/or trademarks for that purpose.

1. Third Party Services.
   
   1. No Liability for Third-Party Services. The Services may contain, or otherwise enable, links to and integrations with Third-Party Services, whether located within the Services or on separate Third-Party Service websites that connect back to the Service. Vera provides and/or enables such links to and integrations solely as a convenience, has no responsibility for the content, functionality, or availability of such Third-Party Services, and does not endorse such Third-Party Services (or any products or other services associated therewith). Access to any Third-Party Services linked to the Service is at your own risk, and Vera is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Third-Party Services. If you choose to grant a Third-Party Service any access to your Account, you are solely responsible for that Third-Party Service having access to your data, including Customer Content, and connections contained therein, and for any/all actions that the Third-Party Service may take on behalf of your Account or Customer Content. Your use of any Third-Party Service is subject to the terms applicable to such Third-Party Service. You may not post a link that directs users to any content or information that would constitute a violation of these Terms or any terms applicable to such Third-Party Service.
   2. Linking to Third-Party Services. You acknowledge and agree that your Account Information and Usage Information regarding your use of a Third-Party Service integration through your Vera Account may be shared with that Third-Party Service. Pursuant to your configuration and usage of the Service, Your Content will be transmitted to and from your Vera Account by you or your Authorized Users, including (as applicable) Business Users or Partner Users to one or more Third-Party Service(s) you’ve linked with your Vera Account. We may also share your Your Content with a specific Third-Party Service that you linked to your Vera Account in order to prevent or resolve service, security, support, or technical issues related to that Third-Party Service.

• Confidential Information.
  
  1. Confidential Information. Each party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”) in connection with the Service. Confidential Information is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. If something is labeled “Confidential,” that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to Disclosing Party’s Confidential Information.
  2. Protection and Use of Confidential Information. The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Service, provided, they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.
  3. Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

• Warranties; Disclaimers.
  
  1. Service Warranty. If you are a paying subscriber to the Service, Vera warrants to you that we will provide the Service during the applicable Term as described in the Order under normal use. In the event of any breach of this warranty, your exclusive remedy will be our reperformance of the deficient Service or, if we do not reperform such deficient Service as warranted, you may terminate your Account as set forth above and we will refund a prorated portion of your prepayment. You must notify us in writing of any warranty deficiency within ten (10) days from receipt of the deficient Service in order to receive the foregoing warranty remedy.
  2. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IMMEDIATELY ABOVE, THE SERVICE IS PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND VERA MAKES NO WARRANTY THAT THE SERVICE IS COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, VERA HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES WITH RESPECT TO THE SERVICE OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SERVICE RESTS WITH YOU. VERA AND ITS LICENSORS WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY MATERIAL CONTAINED IN THE SERVICE. VERA MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SERVICE WILL BE UNINTERRUPTED, THAT THE SERVICE WILL BE ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
  3. AI Output Disclaimer. Some Services may include features powered by artificial intelligence (AI) or machine learning. These features may provide outputs such as responses, summaries, classifications, or recommendations based on indexed content or external integrations. You acknowledge that these outputs are generated by a language model, may not be reviewed by humans, and should not be solely relied upon without independent verification. Vera disclaims any warranties regarding the accuracy, currency, completeness, or usefulness of AI-generated outputs.

• Indemnification; Limitation of Liability.
  
  1. Indemnification by You.  You agree to defend Vera, its affiliates, directors, officers, employees, and agents (“Vera Indemnified Parties”) against any claim, demand, suit, or proceeding, hold harmless Vera Indemnified Parties, and indemnify Vera Indemnified Parties from and against any and all loss, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your or any Authorized Users’ use of the Services (including any activities under your Account and use by your employees and personnel); (b) a breach of this Terms or violation of applicable law by you or your Authorized Users; (c) a dispute between you and any Authorized User; (d) Your Content, or your use of Your Content with the Services; (e) any access to or use of a Third-Party Service by you or any Authorized User (including Business Users or Partner Users), or any claim arising from your configuration or sharing of data via such Third-Party Services, including any dispute between you and an Authorized User regarding Third-Party Service data; or (f) your relationship with any Business User or Partner User, including any claims arising from the exchange, handling, or use of their data.
  2. Indemnification by Vera.  Vera will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement. The foregoing shall not apply to any claim based upon or arising from (a) any use of the Service outside the scope of these Terms; (b) Your Content; or (c) a combination of the Service with any content or other technology not provided by Vera. If Vera believes that the Service may infringe upon a third party's intellectual property rights, then Vera may, at its sole option and expense (x) obtain a license that permits you to continue using the Service; (y) modify the Service to make the Service non-infringing without materially reducing its functionality; or (z) replace the Service with a non-infringing, functionally similar alternative. If none of the foregoing are commercially reasonable, in Vera’s sole discretion, Vera may terminate the applicable Service and issue you a pro-rata refund of fees for a Service not provided.  Without affecting either party's termination rights, this Section states your sole and exclusive remedy under these Terms for any third-party allegations and claims covered by this section.
  3. Limitation of Liability.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, VERA NOR ITS LICENSORS SHALL BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, OR (B) AMOUNTS IN THE AGGREGATE THAT EXCEED THE ACTUAL FEES PAID BY YOU TO VERA DURING YOUR CURRENT SUBSCRIPTION TERM.  The parties agree that the waivers and limitations specified in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

• Modifications. Vera may revise these Terms from time to time by posting a modified version of the Terms including their effective date. If we make material changes to the Terms, we will provide you with reasonable notice prior to the new Terms taking effect. If you do not agree to the modified Terms, your sole remedy is to cease using the Services. By continuing to access or use the Service after the posting of any modified Terms, you agree to be bound by such modified Term.

• Miscellaneous.
  
  1. Jury Trial Waiver. You acknowledge that by agreeing to these Terms, you and Vera each waive the right by trial by jury.
  2. Class Action and Multi-Party Action Waiver. You acknowledge and agree that you may not bring any claim against Vera as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). You further agree you waive any right to participate in or be represented in any Class Action or other representative action brought against Vera.
  3. Dispute Resolution; Binding Arbitration. Before initiating formal dispute resolution, you agree to first contact us at [email protected] to attempt to resolve the dispute informally. Most concerns can be resolved without formal proceedings. If the parties are unable to resolve a dispute through informal negotiation within thirty (30) days, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, “Disputes”) shall be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator in New York, New York, unless the parties mutually agree to another location. Judgment on the arbitral award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court located in New York, New York, to protect its intellectual property rights or confidential information, without first engaging in arbitration or the informal dispute resolution process above. For the avoidance of doubt, any dispute seeking monetary damages shall be resolved exclusively through binding arbitration as set forth in this section.
  4. Notice.
     1. Notice to You.  Vera may provide you with notices through the Service portal or by electronic mail to your email address on record in your Account. You are responsible for ensuring that your contact information is both current and accurate in your Account.
     2. Notice to Vera.  If you have a dispute with Vera, wish to provide a notice under these Terms, or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to Vera at:

Vance Tech Inc., dba Vera

169 Madison Ave, STE 11265,

New York, NY 10016, United States

Email: [email protected]

1. Force Majeure. Neither Vera nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
2. Assignment. Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
3. Severability; Waiver. If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms.
4. No Third-Party Beneficiaries. These Terms do not create any right in favor of any third party.
5. Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of laws principles.
6. Entire Agreement. These Terms and the policies or terms expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in (i) the form of purchase order; (ii) vendor registration form or registration portal; or (iii) other document used by you to place orders or otherwise effect transactions hereunder (excluding as applicable a Vera Order Form), which such terms are hereby rejected and shall not be considered an amendment to these Terms. These Terms supersede all prior or contemporaneous discussions, proposals, and agreements between you and Vera relating to the subject matter hereof.
7. Data Retention. Unless otherwise required by law or agreed with you in writing, Vera retains indexed summaries and embedding vectors for a period of up to five (5) years. Vera will only index or retrieve data from a Third-Party Service that was created within the five (5) years preceding the integration date. Indexed data will be retained for as long as your Account remains active, and the applicable integration remains enabled. You may request deletion of your Account and associated content by contacting Vera support at [email protected]. Deletion requests will be manually processed and may take up to thirty (30) days to complete. You may revoke integration access or disconnect linked accounts at any time to stop additional indexing. Business Users retain control over which integrations and content Partner Users may access and may modify or revoke such access at any time.
   

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