These User Terms of Service (the “User Terms”) govern your access and use of Vertex’s software (“Software”) and services (the “Services”).
Please read these User Terms fully and carefully before using the Software or Services and any services, features, content, or applications made available by Vertex Software, LLC and its affiliates (collectively “Vertex”). These User Terms set forth the legally binding terms and conditions for your use of the Software and Services.
By clicking on the “Accept,” “Sign Up Free,” or equivalent access, agreement, or purchasing button, you and the company or entity that you represent (“you,” “your,” or “yours”) are consenting to be bound by and are becoming a party to this Agreement. You are also representing and warranting that the individual clicking on the button is authorized to enter into this agreement and bind such entity. Your continued use of any portion of the Software or Services shall also constitute assent to the terms of this Agreement. If you are using the Software or Services on behalf of a company or other entity, then all references to “you,” “your,” or “yours” herein shall refer to both the individual and the entity.
If you do not unconditionally agree to all of the terms of this Agreement, you will have no right to use the Software or Services (and you should immediately cease all such use). If these terms are considered an offer, acceptance is expressly limited to these terms to the exclusion of all other terms.
1.0 Authorized Use
1.1 You are a user on a subscription account (“Subscription Account”) controlled by a “Customer”. An organization or other third party that Vertex refers to in these User Terms as “Customer” has invited you to use Services under the Customer’s Subscription Account. Customer has separately agreed to Vertex’s Master Subscription and Services Agreement or entered into a written agreement with Vertex (in either case, the “Master Agreement”) that permits Customer to send an invite to persons who are external to Customer’s organization to access the Customer’s Subscription Account so that you and others can join (each such person external to Customer’s organization who is so granted access to the Software, including you, is a “User”). The Master Agreement contains our commitment to provide access to the Software and Services to Customer, who may then invite Users to join its Subscription Account. Pursuant to the Master Agreement, when a User (including you) or any other authorized user of Customer, submits content or information to the Services, such as messages, files, models, or any data generated or submitted to the Software or Services (“Customer Data”), Customer has many choices and control over that Customer Data. For example, Customer may provision or deprovision access to the Software or Services, enable or disable third party integrations, manage permissions, retention and export settings, and transfer or assign Users, and these choices and instructions may result in the access, use, disclosure, modification, or deletion of certain or all Customer Data. You acknowledge and agree that all Customer Data is owned by Customer. In the event that more than one Customer invites you to use Services under a Customer’s Subscription Account the terms of this Agreement shall govern your access to each Subscription Account. In addition, if, at any time, you enter into a separate Master Agreement with Vertex and thereby become a direct Customer of Vertex, (a) your access to and use of the Software and Services through your Subscription Account will be governed by such Master Agreement, and (b) your access to and use of the Software and Services through any other Customer’s Subscription Account shall remain subject to these User Terms.
1.2 AS BETWEEN VERTEX AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY OTHER USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY OTHER USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. VERTEX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SOFTWARE OR SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.
1.3 To the extent prohibited by applicable law, the Software or Services are not intended for and should not be used by anyone under the age of eighteen.
1.4 Your access to Customer’s Subscription Account remains effective until Customer or Vertex revokes your access to the Subscription Account. These User Terms remain effective until your access to the Software or Services has been terminated by you or Vertex. Please contact Customer or Vertex if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms.
1.5 By submitting your contact information you consent to Vertex using the information to send you User-related notices and promotional content.
2.0 Privacy and Data Security
2.1 Each party will comply with applicable local, state, federal and international law, and regulations applicable to it hereunder, including without limitation those related to data privacy.
3.1 “Confidential Information” means all information of the disclosing party disclosed to the receiving party that is marked or identified as confidential or disclosed in circumstances that would lead a reasonable person to believe such information is confidential. Whether or not marked as such, Vertex’s Confidential Information shall include but not be limited to the Software, Services, and Vertex’s pricing, business plans, marketing plans, technology information, technical information, product plans, product designs, business processes, and security documents.
3.2 The party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) shall not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and shall disclose the Confidential Information of the Disclosing Party only to the employees, independent contractors, or agents of the Receiving Party who have a need to know such Confidential Information for purposes of these User Terms and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party shall protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
3.3 The Receiving Party’s obligations under Section 3.2 above with respect to any Confidential Information of the Disclosing Party shall not apply to any information that the Receiving Party can document: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under these User Terms in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party, if legally permitted, notifies the Disclosing Party of such required disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
3.4 Neither party will (a) acquire any right in or assert any lien against the Confidential Information of the other, or (b) sell, assign, lease, or otherwise commercially exploit the Confidential Information (or any derivative works thereof) of the other party. Neither party may withhold the Confidential Information of the other party or refuse for any reason (including due to the other party’s actual or alleged breach of this Agreement) to promptly return to the other party its Confidential Information (including copies thereof) if requested to do so. Upon expiration or termination of these User Terms and completion of a party’s obligations under these User Terms, each party will (except as otherwise provided in these User Terms) return or destroy, as the other party may direct, all Confidential Information of the other party, including any documentation in any medium that contains or refers to the other party’s Confidential Information. Subject to the foregoing confidentiality obligations, either party may retain copies of the Confidential Information of the other party to the extent required to document its performance or for compliance with applicable laws or regulations, but subject to a continuing confidentiality obligation hereunder.
4.0 Ownership; Restrictions.
4.1 As between you, Vertex, and Customer, Customer owns its Customer Data. You grant to Vertex, its affiliates, and applicable contractors a royalty-free, fully-paid up, non-exclusive license to use and process Customer Data and other data provided by you as necessary to provide the Services as provided in the Master Agreement (and as otherwise instructed by Customer). With the exception of the license granted to Vertex to use the Customer Data as set forth herein, and subject to Section 4.2, Vertex acquires no right, title, or interest from Customer or its Users to Customer Data, including any intellectual property rights therein.
4.2 Vertex owns the statistical usage data derived from the operation of the Software and Services, including but not limited to, configurations, log data, and the performance results for the Services (“Usage Data”). Nothing herein shall be construed as prohibiting Vertex from utilizing the Usage Data to optimize and improve the Services or otherwise in connection with the operation of Vertex’s business; provided that if Vertex provides Usage Data to third parties, such Usage Data shall be de-identified and presented in the aggregate so that it will not disclose the identity of Customer or any User(s) to any third party.
4.3 You acknowledge and agree that Vertex shall own all right, title, and interest in and to the Software and Services, including any modifications, derivative works, changes, expansions, or improvements, without any other or subordinate right whatsoever being held by you. Vertex shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Software or Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other User related to the features, functionality, or operation of the Software or Services (“Feedback”), without any payment obligation or other obligation to you. Vertex shall have no obligation to use Feedback, and you shall have no obligation to provide Feedback.
4.4 You may not and will not permit any third party to: (i) use the Software or Services for any other purposes than your or Customer’s internal purposes (including for any competitive analysis, commercial, professional, or other for-profit purposes); (ii) copy the Software or Services; (iii) modify, adapt, or create derivative works of the Software or Services; (iv) decompile, disassemble, or reverse-engineer the Software or Services or otherwise attempt to derive the Software source code, algorithms, methods, or techniques used or embodied in the Software or Services; (v) disclose to any third party the results of any benchmark tests or other evaluation of the Software or Services, or (viii) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels, or markings from or on the Software or Services.
5.0 Warranties and Disclaimers
5.1 THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND VERTEX, ITS LICENSORS, AND SERVICE PROVIDERS DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND VERTEX EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES.
6.0 Limitation of Liability.
6.1 IN NO EVENT WILL VERTEX BE LIABLE TO YOU FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES IN CONNECTION WITH THESE USER TERMS OR THE SOFTWARE, SERVICES, OR THE PERFORMANCE OR NONPERFORMANCE OF SERVICES OR ANY ORDER, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF VERTEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VERTEX BE LIABLE TO YOU FOR ANY LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA ARISING OUT OF YOUR MISUSE OF, OR INABILITY TO USE, THE SOFTWARE OR SERVICE IN ACCORDANCE WITH THE DOCUMENTATION, OR THE PERFORMANCE OR NONPERFORMANCE OF VERTEX SOFTWARE OR SERVICES. VERTEX’S MAXIMUM LIABILITY UNDER THESE USER TERMS IS LIMITED TO ONE HUNDRED DOLLARS ($100).
7.1 All notices, demands, requests, or other communications given under these User Terms shall be in writing and be given by confirmed electronic transmission.
7.2 Governing Law. These User Terms and disputes arising under these User Terms shall be governed solely by, and construed solely in accordance with, the laws of the State of Iowa, excluding conflicts of law principles. Any action or proceeding brought by either party in connection with these User Terms will be under the exclusive jurisdiction of the state and federal courts situated in Story County, Iowa, USA and irrevocably waives its right to jury trial with respect thereto.
7.3 Independent Contractor. The parties shall be independent contractors under these User Terms. Nothing contained herein shall be construed to constitute the parties as partners, joint venturers, or agents of the other.
7.4 Assignment. This Agreement may not be assigned by you (whether expressly or by operation of law) without the prior written consent of Vertex.
7.5 Government End User. Vertex provides the Software and Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Software or Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data-Commercial Items) and DFAR 227.7202-03 (Rights in Commercial Computer Software or Computer Software Documentation). If any portion of the Software or Services is deemed “non-commercial,” the Software and Services are licensed under the terms hereof and under the RESTRICTED RIGHTS set forth in the applicable FARs and DFARs (and the government’s use, duplication and disclosure rights are restricted as set forth therein). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Vertex to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
7.6 Miscellaneous. These User Terms represent the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and/or contemporaneous agreements and understandings, including any non-disclosure agreements, between the parties with respect to the subject matter hereof. Vertex may change the User Terms. Vertex will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Software or Services. Any material revisions to these User Terms will become effective on the date set forth in the notice and all other changes will become effective on the date Vertex publishes the change. If you use the Software or Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions. The application of your general terms and conditions in any vendor acknowledgement or your other general purchasing conditions are hereby expressly excluded and objected to by Vertex. If any provision or portion of these User Terms is held to be unenforceable, such provision or portion shall be enforced to the maximum extent permissible consistent with the terms hereof, and the remainder of these User Terms shall continue in full force and effect. These User Terms are a collaborative drafting effort and the provisions of these User Terms will not be construed against a party as the purported drafter.