VERITRAN PLATFORM

TERMS OF USE

 

1.  DEFINITIONS

2. INTRODUCTION.

3. ACCEPTANCE.

4. MODIFICATION OF TERMS.

5. SUBSCRIPTION.

6. ADITIONAL SERVICES.

7. CLOUD COMPUTING.

8. YOUR ACCOUNT AND ACCESS TO THE PLATFORM.

9. FEES & PAYMENTS.

10. SUBSCRIPTION PERIOD.

11. APPLICATIONS.

12. CONTENT IN THE CLOUD.

13. SUSPENSION AND TERMINATION OF USE OF THE PLATFORM.

14. ACCEPTABLE USE.

15. UPDATES TO THE PLATFORM.

16. WARRANTIES.

17. SUBSCRIBER INDEMNIFICATION.

18. LIMITATION OF LIABILITY.

19. DATA COLLECTION AND USE PRACTICES

20. CLIENTS PRIVATE INFORMATION; SUBSCRIBER OBLIGATIONS

21. CONFIDENTIALITY AGREEMENT.

22. NOTICES.

23. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.

24. MISCELLANEOUS.

25. INTELLECTUAL PROPERTY NOTICES.

26.  MARKETING.

27. CONTRACTING PARTY; GOVERNING LAW; LOCATION FOR RESOLVING DISPUTES.

 

1. DEFINITIONS

Fees The fees applicable for the Platform or any software or services obtained via the Platform that are available on the Platform at the time of purchase or at the link mentioned in Section 9 of these Platform Terms of Use.
Grace Period Will have the meaning given in Section 9. “H” of these Platform Terms of Use.
Market Place VeriTran’s Market Place, where VeriTran provides and makes available to all consumers, different application templates, features and specific services or software, developed by VeriTran itself or by third party providers, to integrate the Subscriber’s applications created through its account.
Platform Collectively, this electronic platform, and the software and service components developed that are made available to the Subscriber via the following interface: https://www.veritran.com/plataform/ by VeriTran.
Platform Terms of Use These terms and conditions that will govern the business relationship between the Subscriber and VeriTran.
Policies Collectively, the Platform Terms of Use, any particular term and condition of the service or product provided (if applicable), VeriTran Privacy Policy, the Website Terms of Use, any other digital document incorporated to them the laws and decrees in force regarding prevention and control of money laundering and financing of terrorism, and any other legislation applicable to VeriTran’s activity or to the use given by the Subscriber to the Platform.
Registration Data Any information provided by the Subscriber as requested by the Platform’s registration form. For better reference, please see Section 8 below.
Service Analysis The results obtained by VeriTran for its: (i) collection of statistical or other information relating to the performance, operation and use of the Platform, and (ii) use of the foregoing data in aggregate form for the management of operations and security, to create statistical analyses, and for research and development purposes. For better reference, please see Section 24 “E” below.
Software Means VeriTran’s software, including its updates, upgrades, platform as a service and documentation.
Subscriber or You (indistinctly) Means the one who subscribes to these terms and conditions for the use of the Platform.  If the Subscriber is using the Platform on behalf of an organization or more than one organization, these terms will refer to that organization as well.
Subscription Consists of the right to access and use the Platform for a specified period in exchange for a periodic fee so as to develop applications to incorporate in its regular business activities
VeriTran, we, us or our, (indistinctly) VeriTran Holding Limited BVI (a company incorporated and existing under the laws of the British Virgin Islands, registered with REGISTRAR OF CORPORATE AFFAIRS under the number 1929129 pursuant to the BVI Business Companies Act., 2004, with domicile at Level 1, Palm Grove House, Wickham´s Cay 1, Road Town, Tortola along with its parent company, all related companies and their respective subsidiaries. For the purpose of this definition, ‘related company’ shall mean any company that directly or indirectly controls, or is controlled by, or is under common control with VeriTran Holding Limited BVI or any of its subsidiaries. For the purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

 


2. INTRODUCTION
.

The Platform is developed and is made available to you via this interface, https://www.veritran.com/plataform/ by VeriTran, engaged in the provision of IT consulting services and the supply of IT programs and goods. The access and use of the Platform and all the services and software provided therein are subject to these Platform Terms of Use, set forth in the Website Terms of Use https://www.veritran.com/website-terms-of-use/ which were expressly accepted by You, together with VeriTran Privacy Policy https://www.veritran.com/privacypolicy/  as a condition for accessing and using the Platform.

 

It is recalled that access to the Platform is only available to individuals over eighteen (18) years of age, with legal capacity to contract, who meet the requirements of VeriTran.

The present Platform Terms of Use are a legal commitment between the Subscriber and VeriTran, especially, but not limited to the subscription request from the Subscriber to VeriTran. The Subscriber understands and acknowledges that requesting or obtaining any service or product through the Platform implies recognition and acceptance of the Policies.

In addition, the Subscriber understands and acknowledges that requesting or obtaining the Platform from VeriTran implies its statement under oath that the data entered on the Platform and/or provided to VeriTran are true and up to date on the date of the subscription and that the sole and exclusive destination of the Platform and the services and software provided therein will be the development and construction of mobile applications for lawful purposes and to be implemented in its usual commercial activity, as reported through the subscription, and that any service or product will not be given any other destination.

The Subscriber acknowledges that VeriTran is empowered to require all necessary information to comply with national and international standards on prevention of money laundering and financing of terrorism. Consequently, the Subscriber expressly undertakes to collaborate with VeriTran if necessary, by providing information, documentation and reports, as well as the provision of all data that are necessary and/or convenient to complete compliance with the standards mentioned.

If You are using the Platform on behalf of an organization or more than one organization, You are agreeing to the Policies for each such organization and warranting and representing to VeriTran that You have the authority to bind each such organization to the Policies. You may use the Platform only in compliance with the Policies and only if You are not barred under any applicable laws from doing so.

 

3. ACCEPTANCE.

These Platform Terms of Use are agreed upon on the basis of good contractual faith and the duty of collaboration between parties. To this effect, the Subscriber declares to have an electronic support and/or adequate and necessary technology to carry out the operations described herein through the Platform. Before accepting the Platform Terms of Use, the Subscriber has taken full knowledge of them, has had them in sight and read them carefully and has a digital copy of them at his disposal, being able to save it on his computer or print it.

 

4. MODIFICATION OF TERMS.

VeriTran reserves the right to revise and amend (if necessary) the Policies at any time. We will date and post the most current version of the Policies on the Platform website. Any changes will be effective upon posting the revised version of the Policies (or such later effective date as may be indicated at the top of the revised Terms). If in our sole discretion we deem a revision to the Policies to be material, we will notify You via the Platform and/or by email to the email address associated with your account. Your continued access or use of any portion of the Platform constitutes your acceptance of any change made by VeriTran to the Policies. If You don’t agree to any of the changes, we’re not obligated to keep providing any service, and You must cancel and stop using the Platform.

 

5. SUBSCRIPTION.

The Platform consists of a standard-based application development platform to build, deploy, and manage applications, it provides a cloud-based environment with everything required to support the complete lifecycle of building and delivering applications.

The present subscription consists of the right to access and use such Platform (Platform as a Service) for a specified period (as mentioned in Section 10 below) in exchange for a periodic fee (established in Section 9 below) so as to develop applications to incorporate in its regular business activities.

The Subscription will also enable You to access VeriTran’s Market Place, where VeriTran provides and makes available to all consumers, different application templates, features and specific services or software, developed by VeriTran itself or by third party providers, to integrate the Subscriber’s applications created through its account.  In this respect, the Subscriber understands and acknowledges that the templates, features and specific services or software, may or may not be certified by VeriTran. If VeriTran’s certification has not been given to the template, feature, service or software that the Subscriber wishes to incorporate in its environment or application, VeriTran shall not be held responsible for any of its content, and You irrevocably waive any claim against VeriTran with respect to such third-party content. VeriTran shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Platform. Should you have any problems resulting from your use of any third party content, or should you suffer data loss or other losses as a result of problems with any third-party provider or its content, we will not be responsible unless the problem was the direct result of our breaches.

VeriTran shall only provide support and assistance to the Subscriber regarding the Platform or any template, feature or software developed by VeriTran. VeriTran will not provide support and/or assistance to the Subscriber regarding any template, feature or software developed by a third party.

The Subscriber acknowledges and accepts that third party developers may eliminate or take down any template, feature and/or specific service or software developed by them from the Market Place. If a third party developer wishes to take down its template, feature and/or specific service or software from the Market Place, VeriTran will notify this to the Subscriber so that he may acquire a different template, feature and/or specific service or software in its place.

Furthermore, the Subscriber acknowledges and accepts that if the third party developer makes available a new version of the template, feature or software acquired by the Subscriber, he may no longer provide support with respect to the previous version.

 

6. ADITIONAL SERVICES.

The Subscriber may request VeriTran – in addition to the Subscription – the development of specific applications and/or the provision of training services for the Subscriber and its staff to develop its own application with the Platform. Such additional services must be requested through the web site or by e-mail to the following address: info@veritran.com, and will be governed by the specific terms and conditions to be set forth by VeriTran.

 

7. CLOUD COMPUTING.

The Subscriber understands and acknowledges that the Platform is a cloud-based service, fully deployed in the cloud and all parts of the application run in the cloud.  The Subscriber hereby acknowledges and accepts that the choice of cloud is exclusive to VeriTran who may modify it at its sole discretion without prior notice to the Subscriber.

 

8. YOUR ACCOUNT AND ACCESS TO THE PLATFORM.

  • You may use the Platform, on a non- exclusive basis, solely in strict compliance with the Policies and all applicable laws.
  • To obtain access to the Platform, You may be required to obtain an account with VeriTran (become a registered user), by completing a registration form and designating a user ID and password. Until You apply for and are approved for an account your access to the Platform will be limited to the areas of the Platform, if any, that VeriTran makes available to the general public.

When registering with the Platform You must:

  • provide true, accurate, current and complete information about yourself as requested by the Platform’s registration form (such information being the «Registration Data«); and
  • maintain and promptly update the Registration Data to keep it true, accurate, current and complete. VeriTran may deny approval or withdraw such approval at any time in its sole discretion, with or without cause. The Platform may make Internet connections to remote servers to authenticate that You are a registered user.

Only You may use your VeriTran account. In this regard, You must keep your account and passwords confidential and not authorize any third party to access or use the Platform on your behalf, unless we provide an approved mechanism for such use. VeriTran will not be liable for any loss or damage arising from any unauthorized use of your accounts.

  • If a third party such as an employer gave You your account, that party has rights to your account and may: manage your account, reset your password, or suspend or cancel your account; view your account’s usage and profile data, including how and when your account is used; and read or store content in your account.
  • If VeriTran grants the Subscriber with a Grace Period, the Subscriber must – once said period has elapsed – finish its registration process in VeriTran’s website by completing its billing account information and selecting a payment method (credit card or bank transfer). Failing this, VeriTran is not obligated to hold or keep any of the information provided by the Subscriber into the Platform nor maintain available for the Subscriber any application developed through the Platform.

 

9. FEES & PAYMENTS.

  • The fees applicable for the Platform or any software or services obtained via the Platform are available on the Platform at the time of purchase or at the following: https://www.veritran.com/platform/pricing/ . The Subscriber acknowledges and accepts that the Fees are established taking into consideration the amount of clients/end-users of the Subscriber that use any of the applications developed by the Subscriber through the Platform. The price stated for the Platform excludes all taxes and charges, unless stated otherwise. You’re responsible for any taxes and for all other charges incidental to using the Platform (for example, data charges and currency exchange settlements). Therefore, all payments made to VeriTran must be done free of all applicable taxes or charges. You will pay the Fees in any currency requested to VeriTran and quoted for your account. Still, VeriTran reserves the right to change the quoted currency at any time.
  • If the Subscriber wishes to incorporate in its applications developed through the Platform any feature, template, service or software developed by VeriTran or a third party developer, provided through the Market Place, additional fees will be charged following the applicable fees: https://marketplace.veritran.cloud
  • We’ll notify You in advance, either through the Platform or to the email address You have most recently provided to us, if we change the price of the Platform. If You don’t agree to these changes, You must cancel and stop using the Platform no later than thirty (30) days prior to the conclusion of your current monthly payment term. If You cancel, your Platform ends at the end of your current Platform period or payment period. If You fail to cancel in accordance with these Platform Terms of Use, we will automatically renew the Platform at the then-current price and for the same subscription period and will charge your credit card on file with us commencing on the first day of the renewal of the subscription period.
  • The Subscription must be paid on a subscription period overdue basis. Each Subscription fee must be paid within 10 (ten) calendar days from the date the corresponding invoice is sent by VeriTran.
  • The Subscriber acknowledges and accepts that the Subscription fees and/or any other expense due to VeriTran may be charged and billed by any company included in the definition of VeriTran. Meaning, VeriTran Holding Limited BVI, its parent company, all related companies and their respective subsidiaries. Please see Section 1 above for better reference.
  • Payments may be made by credit card or bank transfer to the bank account indicated on the invoice issued by VeriTran at the sole discretion of the Subscriber.
  • You must be authorized to use the credit card that You enter when You create a billing account. Unless instructed otherwise, You authorize us to charge You for the Platform using your credit card and for any paid feature of the Platform that You choose to sign up for or use while these Platform Terms of Use are in force. Also, we may charge You up to the amount you’ve incurred, and we’ll notify You in advance of the difference for recurring subscription Platform. We may bill You simultaneously for more than one of your prior billing periods. We may automatically renew your Platform and charge You for any renewal term. All paid accounts are due the date the invoice is posted on your account. Except as specifically set forth in this section, all Fees are non-refundable. This includes accounts that are renewed.
  • You must keep all information in your billing account current. You can access and modify your billing account information using VeriTran’s web site. You may change your payment method at any time. If You tell us to stop using your payment method and we no longer receive payment from You for the Subscription, we may cancel your Subscription. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.
  • Except as prohibited by law, we may assess a late charge if You do not pay on time. You must pay these late charges when we bill You for them. The late charge will be 1% of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your access to the Platform if You fail to pay in full on time.
  • Notwithstanding the above mentioned, VeriTran may waive a new Subscriber of the applicable fees for a specific amount of time or for a specific amount of clients/end-users of the Subscriber that use any of the applications developed by the Subscriber through the Platform, as mentioned in VeriTran’s website (the “Grace Period”). Once the Grace Period has elapsed – following any of the conditions mentioned – VeriTran will start charging the Subscriber with the applicable fees as mentioned in the above paragraphs. The Subscriber herby acknowledges and accepts that, once the Grace Period has elapsed, the Subscriber must renew its Subscription – as indicated in Section 8 above – and pay the corresponding fees. After 6 (six) months of the expiration of the Grace Period, if the Subscriber does not renew its Subscription or complete its billing information in order to be charged for the use of the Platform, VeriTran is not obligated to hold or keep any of the information loaded into the Platform by the Subscriber nor maintain any application developed by the Subscriber through the Platform.

 

10. SUBSCRIPTION PERIOD.

The subscription period will be 1 (one) month and will automatically renew unless it is cancelled by the Subscriber at least 30 (thirty) days prior to the renewal date.

 

11. APPLICATIONS.

  • Except for material that we license to you, we don’t claim any ownership of Application(s) that You develop and publish using the Platform or any software or services purchased from the Platform. You will: (i) be solely responsible for the nature and quality (including the storage or transmission thereof) of your Application(s); (ii) ensure that your Application(s) complies with these Platform Terms of Use and any and all applicable laws and regulations including those laws and regulations designed to protect against the unauthorized use and disclosure of personally identifiable information; (iii) promptly handle and resolve any notices and claims relating to your Application(s); (iv) maintain appropriate security, protection and backup copies of your Application(s). VeriTran will have no liability of any kind for or as a result of your Application(s).
  • You hereby grant VeriTran and its contractors the right to publish, transmit, and disclose your Application solely to the extent necessary to provide the Platform, as otherwise permitted by these Platform Terms of Use, or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required by law, or to respond to an emergency which VeriTran believes in good faith requires VeriTran to disclose information to assist in preventing the death or serious bodily injury of any person.

 

12. CONTENT IN THE CLOUD.

Except for material that we license to you, we don’t claim ownership of any content that is transmitted, stored, or processed in your account(s) or by your Application(s) in the Cloud. We also don’t control, verify, or endorse the content that You and others make available on the Platform, in the Cloud or via your Application.

You hereby grant VeriTran and its contractors the right to transmit, use and disclose your content solely to the extent necessary to provide the Platform, as otherwise permitted by these Platform Terms of Use, or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required by law, or to respond to an emergency which VeriTran believes in good faith requires VeriTran to disclose information to assist in preventing the death or serious bodily injury of any person.

You represent and warrant that: (a) You have all the rights in the content necessary for You to use the Platform and to grant the rights in this Section; and (b) the storage, use or transmission of the content doesn’t violate any law or these Platform Terms of Use. You will: (a) be solely responsible for the nature, quality and accuracy of the content; (b) ensure that the content (including the storage or transmission thereof) complies with these Platform Terms of Use and any and all applicable laws and regulations including those laws and regulations designed to protect against the unauthorized use and disclosure of personally identifiable information; (c) promptly handle and resolve any notices and claims relating to the content, including any notices sent to You by any person claiming that any content violates any person’s rights, such as take-down notices pursuant to the Digital Millennium Copyright Act or the Argentine Personal Data Protection Act and any other notices; and (d) maintain appropriate security, protection and backup copies of the content, which may include, your use of additional encryption technology to protect the content from unauthorized access. VeriTran will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any content.

You must immediately notify VeriTran in writing of any unauthorized use of: (a) any content (b) any account or (c) the Platform that comes to your attention. In the event of any such unauthorized use by any third party that obtained unauthorized access through you, You will take all steps necessary to terminate such unauthorized use. You will provide VeriTran with such cooperation and assistance related to any such unauthorized use as VeriTran may reasonably request.

 

13. SUSPENSION AND TERMINATION OF USE OF THE PLATFORM.

We reserve the right, to temporarily suspend or terminate your access to the Platform at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Platform for: (a) non-payment (b) the actual or suspected violation of these Platform Terms of Use; (c) the use of the Platform in a manner that may cause VeriTran to have legal liability or disrupt others’ use of the Platform; (d) the suspicion or detection of any malicious code, virus or other harmful code by You or in your account; (e) scheduled downtime and recurring downtime; (f) use of excessive storage capacity, APIs, or bandwidth;  (g) unplanned technical problems and outages; or (h) in the event of non-use of the Platform for a period of 6 (six) months. For the purposes of this document, «non-use» of the Platform shall be considered if the Subscriber does not develop an application in its environment within a period of 6 (six) months (or engage in any activity) or if the application developed is not made available to its customers in an equal period.

If, in VeriTran’s determination, the suspension might be indefinite and/or VeriTran has elected to terminate your access to the Platform, VeriTran will use commercially reasonable efforts to notify You through the Platform and/or by email to the email address associated with your account. You acknowledge that if your access to the Platform is suspended or terminated, You may no longer have access to the content that is stored with the Platform.

You must remove all of your content before expiration of your Subscription. Otherwise, any content You have stored with the Platform or accessed by your Application(s) will not be retrievable, and we will have no obligation to maintain any data stored in your account.

The Subscriber understands and acknowledges that if the termination is a result of non-use (pursuant to point (g) above), any content You may have stored will be lost.

 

14. ACCEPTABLE USE.

The Subscriber herby declares and guarantees that the use given to the Platform and the subscriptions requested through it will have as their sole purpose the development and construction of mobile applications for lawful purposes and to be implemented in its usual commercial activity. Specifically, the Subscriber declares:

  • Not to use the Platform to harm others or to create applications to harm others or the Platform itself (for example, to harm, threaten, or harass another person, organization, or VeriTran and/or to build a similar service).
  • Not to damage, disable, overburden, or impair the Platform (or any network connected to the Platform); resell or redistribute the Platform or any part of it; use any unauthorized means to modify, reroute, or gain access to the Platform or attempt to carry out these activities; or use any automated process or Platform (such as a bot, a spider, or periodic caching of information stored by VeriTran) to access or use the Platform.
  • Not to use or permit use of the Software and Platform to display, store, process or transmit any content, that may (i) menace or harass any person or cause damage or injury to any person or property, (ii) involve the publication of any material that is false, defamatory, harassing or obscene, (iii) violate privacy rights or promote bigotry, racism, hatred or harm, (iv) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (v) constitute an infringement of intellectual property or other proprietary rights, or (vi) otherwise violate applicable laws, ordinances or regulations.
  • Not to and not to encourage or assist any third party to:
    • modify, alter, tamper with, repair or otherwise create derivative works of any software of the Platform or liked to it;
    • reverse engineer, disassemble or decompile the software used to provide or access the Platform, or attempt to discover or recreate the source code used to provide or access the Platform, except and only to the extent that the applicable law expressly permits doing so;
    • use the Platform in any manner or for any purpose other than as expressly permitted by the Policies;
    • sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to You with respect to the Platform to any third party;
    • remove, obscure or alter any proprietary rights notice pertaining to the Platform; access or use the Platform in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
    • use the Platform in connection with any situations in which the failure of the Platform could lead to death, personal injury, or physical property or environmental damage;
    • use the Platform to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate content, such as content: (a) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (b) containing any material that encourages conduct that could constitute a criminal offense, or (c) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (iv) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
    • interfere with or disrupt servers or networks used by VeriTran to provide the Platform or used by other users’ to access the Platform, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any software or the Platform;
    • access or attempt to access VeriTran’s other accounts, computer systems or networks not covered by the Policies, through password mining or any other means;
    • cause, in VeriTran’s sole discretion, inordinate burden on the Platform or VeriTran’s system resources or capacity; or
    • share passwords or other access information or devices or otherwise authorize any third party to access or use the Platform.

VeriTran reserves the right, in its sole discretion, to deactivate, change and/or require You to change your VeriTran user ID and any custom or vanity URLs, custom links, or vanity domains You may obtain through the Platform for any reason or for no reason. VeriTran may exercise such right at any time, with or without prior notice. We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any content.

 

15. UPDATES TO THE PLATFORM.

VeriTran reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Platform at any time. We may add or remove functionalities or features, and we may suspend or stop a Platform altogether. All updates will be licensed pursuant to these Platform Terms of Use. The Platform may make Internet connections to remote servers to check for updates.

 

16. WARRANTIES.

Unless otherwise stated, VeriTran provides the platform and the content therein «as is», «with all faults» and «as available». To the maximum extent permitted by applicable law, VeriTran makes no (and specifically disclaims all) representations or warranties of any kind, whether express, implied, statutory or otherwise, including, without limitation, any warranty that the platform will be uninterrupted, error-free or free of harmful components, that the content will be secure or not otherwise lost or damaged, or any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement, and any warranty arising out of any course of performance, course of dealing or usage of trade. Some jurisdictions do not allow the foregoing exclusions. In such an event such exclusion will not apply solely to the extent prohibited by applicable law.

 

17. SUBSCRIBER INDEMNIFICATION.

To the extent permitted by law, You will defend VeriTran against any cost, loss, damage, or other liability arising from any third party demand or claim that any content provided by you, Application(s) created by you, or your use of the Platform in breach of these Platform Terms of Use: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of VeriTran’s actions); or (b) violates applicable law or these Platform Terms of Use. VeriTran will reasonably notify You of any such claim or demand that is subject to your indemnification obligation.

 

18. LIMITATION OF LIABILITY.

To the fullest extent permitted by law, in no event will VeriTran, its affiliates, officers, employees, agents, suppliers, licensors, or third party providers of software or services via the portal, be liable for (a): any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, goodwill, use or content) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, negligence or otherwise, even if VeriTran has been advised as to the possibility of such damages. To the maximum extent permitted by applicable law, the aggregate liability of VeriTran and its affiliates, officers, employees, agents, suppliers or licensors, relating to the platform will be limited to the greater of an amount equal to three months of your subscription fee for the platform, or the amount paid by You to VeriTran for the software giving rise to the liability and downloaded from the platform during the immediately preceding 12 months. The limitations and exclusions also apply if this remedy does not fully compensate You for any losses or fails of its essential purpose. Some jurisdictions do not allow the limitation of incidental, consequential or other damages. In such an event this limitation will not apply to You to the extent prohibited by law.

 

19. DATA COLLECTION AND USE PRACTICES.

The Subscriber herby acknowledges and accepts VeriTran Privacy Policy available at the following https://www.veritran.com/privacypolicy/ in which we describe the manner in which data is collected, used and disclosed.

In order to operate and provide the Platform, we, or third party contractors and licensors, collect certain information about You and your application(s). As part of the Platform, we or contractors or licensors may also automatically upload information about your application(s), computer or device, your use of the Platform, and Platform performance. We use and protect that information as described in VeriTran Privacy Policy, as well as the data collection provisions set forth in these Platform Terms of Use. You further acknowledge and agree that we may access or disclose information about you, including the content, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of VeriTran or our customers, including the enforcement of our agreements or policies governing your use of the Platform; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of VeriTran employees, customers, or the public.

We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Platform as part of our efforts to protect the Platform, protect our customers, or stop You from breaching these Platform Terms of Use.

 

20. CLIENTS PRIVATE INFORMATION; SUBSCRIBER OBLIGATIONS.

The Subscriber understands and agrees, and therefore is obligated to:

  • Obtain the express consent and authorization of its clients or any end user of the applications generated by the use of the Platform so that all information and personal data provided by them to the Subscriber may be transferred by the Subscriber to VeriTran and/or any related company, through the use of appropriate and effective techniques, and in accordance with any regulations in force on the matter, in order to confirm that the authorization obtained is valid and enforceable; and
  • Deliver to VeriTran, on a monthly basis, all digital information and documentation that supports compliance with the obligations established in this Section. This obligation shall be deemed to have been fulfilled by digital transfer to VeriTran in batch mode, provided that such transfer is made with an adequate, efficient and sufficient interface for the complete fulfillment of this obligation.

 

21. CONFIDENTIALITY AGREEMENT.

 

  • You agree that You shall maintain strictly confidential, and shall not reveal nor by any means transfer to a third party, or use any and all information related to the services, products, materials, and prototypes, and any technical documentation that forms part of the Know-how of VeriTran, or that it has received from third parties, or any other information to which You have access by virtue of accepting these Platform Terms of Use.
  • You shall not make unauthorized copies of magnetic support or of product manuals relating to software products with belong to VeriTran, or which have been supplied to it by third parties.
  • You accept that VeriTran shall be the owner of any and all copyright or patent, or any other Intellectual Property right related to, and resulting from your access to VeriTran information, whatever the nature or form this may take, whether developed alone or in conjunction with VeriTran, or with any other entity or individual, in relation to commercial, professional or research activities, organized by VeriTran.

 

22. NOTICES.

We may send you, in electronic form, information about the Platform, additional information, and information the law requires us to provide. We may provide required information to You by email at the address You specified when You signed up for the Platform or by access to a website that we identify. Notices emailed to You will be deemed given and received when the email is sent. If You don’t consent to receive notices electronically, You must stop using the Platform. You may provide legal notices to the following address: legal@veritran.com. Any such notice, in either case, must specifically reference that it is a notice given under these Platform Terms of Use.

 

23. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.

By registering with VeriTran, You understand that We, or third party licensors from whom You license products, may send You communications or data regarding the Platform, including but not limited to: (a) notices about your use of the Platform, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding VeriTran’s products and services, via electronic mail. We give You the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.

 

24. MISCELLANEOUS.

  • Severability; Entire Agreement

These Platform Terms of Use apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Platform Terms of Use as written, You and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Platform Terms of Use will remain in effect. This is the entire contract between You and us regarding the Platform. It supersedes any prior contract or oral or written statements regarding your use of the Platform.

  • Assignment and transfer

We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Platform.

  • Independent Contractors; No third-party beneficiaries

VeriTran and You are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.

  • Waiver

The failure of either party to insist upon or enforce strict performance of any of the provisions of these Platform Terms of Use or to exercise any rights or remedies under these Platform Terms of Use will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.

  • Service Analysis

VeriTran can: (i) collect statistical or other information relating to the performance, operation and use of the Platform, and (ii) use the foregoing data in aggregate form for the management of operations and security, to create statistical analyses, and for research and development purposes (the «Service Analysis«). VeriTran may make the Service Analysis public; however, they will not incorporate your content or confidential information in a manner that can identify You or any natural person and the Service Analysis do not constitute personal data.

 

25. INTELLECTUAL PROPERTY NOTICES.

VeriTran retains all right, title, and interest in and to its Platform, services and the software (and any copies thereof), and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. You are not granted any rights to any trademarks or service marks of VeriTran. Nothing in these Platform Terms of Use shall be interpreted to grant (by implication or otherwise) any license or rights to You except as expressly stated herein. You hereby grant to VeriTran a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into their software, services and/or in the Platform any suggestions, enhancement requests, recommendations or other feedback provided by You to VeriTran, relating to their software, services and/or the Platform. Any rights not expressly granted herein are reserved.

VeriTran and the VeriTran logo are registered trademarks of VeriTran. For any information regarding trademarks contact us.

 

26. MARKETING.

You agree that VeriTran may use your pre-approved name and logos for marketing and promotional materials. You grant VeriTran the right to link to your website. You agree to use reasonable efforts to arrange for appropriate personnel to be available to serve as references for the Platform and VeriTran in the event of an inquiry from any member of the press, any industry analysts or any potential customer. You agree to reasonably cooperate with VeriTran to prepare a case study/reference testimonial about the Platform.

 

27. CONTRACTING PARTY; GOVERNING LAW; LOCATION FOR RESOLVING DISPUTES.

The laws of the British Virgin Islands shall govern the interpretation of these Platform Terms of Use and apply to claims for breach of these Platform Terms of Use, regardless of conflict of laws principles. The Subscriber and VeriTran irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts of Florida, U.S., for all disputes arising out of or relating to these Platform Terms of Use.