Terms of Service

Vertiqa is an operations and follow-through system designed to help businesses capture activity, organize information, manage workflows, prepare drafts, and reduce missed follow-ups.

The Service is not legal, financial, medical, tax, compliance, or other professional advice and is not a substitute for qualified professional judgment or human decision-making. You remain responsible for decisions, instructions, communications, and actions taken using the Service.

You must be at least 18 and legally able to enter these Terms. You agree to provide accurate account information and keep it current.

You are responsible for:

• protecting login credentials and promptly reporting suspected misuse;
• activity by users you authorize, including their permissions and access; and
• using the Service in accordance with law and these Terms.

Self-serve accounts may begin with a 30-day free trial. No credit card is required to start the trial, and the trial does not automatically convert into a paid subscription or charge you. You must choose a paid plan and provide billing information before any subscription fee is charged.

Paid plans, included features, usage allowances, and billing frequency are shown when you subscribe or in an order form. Unless otherwise stated:

• subscription fees are billed in advance on a recurring basis;
• fees exclude applicable taxes, which you are responsible for paying;
• fees are non-refundable except as required by law; and
• pricing changes apply prospectively after reasonable advance notice and do not change fees already paid for the current billing period.

You may cancel a paid subscription through available account controls or by contacting us. Cancellation takes effect at the end of the current paid period unless applicable law or an order form says otherwise.

Our Privacy Policy describes our privacy practices. If the parties sign a data processing addendum, that addendum controls over these Terms for a conflict about covered processing.

AI-assisted features may create drafts, summaries, recommendations, or other outputs based on your instructions and Customer Data. Outputs can be incomplete, inaccurate, or unsuitable for a particular purpose. You must review outputs before relying on them or using them externally.

Vertiqa does not use Customer Data to train generalized models. We may process the information needed for an AI request through commercial AI providers to deliver, secure, evaluate, and support the enabled feature, as described in our Privacy Policy.

Unless Vertiqa expressly identifies a feature as operating differently, the Service prepares or recommends external communications for human review and does not authorize the AI to make consequential decisions on your behalf.

If you use the Service to contact others, schedule communications, record engagement, or connect a communication provider, you are responsible for:

• recipient notices, permissions, and consents required by law;
• honoring opt-outs, do-not-contact requests, and applicable calling rules;
• the content, timing, audience, and accuracy of communications; and
• the terms and charges of connected communication providers.

Vertiqa may apply safety controls or refuse instructions that appear unlawful, abusive, deceptive, or inconsistent with these Terms.

You may not:

• use the Service for unlawful, fraudulent, deceptive, or abusive activity;
• harass others, send unlawful spam, or distribute malicious content;
• access accounts, systems, or data without authorization or bypass security controls;
• disrupt or overload the Service, introduce malware, or probe for vulnerabilities without written permission;
• reverse engineer the Service except to the limited extent a restriction is prohibited by law; or
• use the Service or its output to violate another person's privacy, intellectual property, or other rights.

The Service may integrate with or depend on third-party products such as email, messaging, telephony, calendar, file, payment, or AI services. Your use of a third-party product is governed by its own terms and privacy practices.

Vertiqa is not responsible for third-party products, content, pricing, changes, or outages. We will use reasonable efforts to manage our own integrations, but we cannot guarantee that a third-party service will remain available or compatible.

Vertiqa and its licensors own the Service, including its software, design, documentation, trademarks, and improvements, excluding Customer Data. Subject to these Terms and payment of applicable fees, Vertiqa grants you a limited, non-exclusive, non-transferable right to use the Service during your subscription for your internal business purposes.

If you provide feedback, you allow Vertiqa to use it without restriction or payment, provided we do not identify you publicly as the source without permission.

Each party may receive non-public information that a reasonable person would understand to be confidential. Each party will use reasonable care to protect the other party's confidential information and will use it only to provide or receive the Service and exercise rights under these Terms.

Confidential information does not include information that is public through no breach, independently developed without use of the confidential information, or lawfully received without a confidentiality duty. A party may disclose information when legally required after giving notice where permitted.

We work to keep the Service reliable and secure, but maintenance, incidents, third-party failures, and changes may affect availability. We may modify or discontinue features and will provide reasonable notice of material reductions when practical.

To the maximum extent permitted by law, the Service is provided “as is” and “as available.” Vertiqa disclaims implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not promise uninterrupted or error-free operation or that the Service will meet every requirement.

These disclaimers do not limit warranties or rights that cannot lawfully be excluded.

To the maximum extent permitted by law, neither party will be liable under these Terms for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or business opportunity, even if advised that those damages were possible.

To the maximum extent permitted by law, Vertiqa's total liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the fees you paid Vertiqa for the Service during the twelve months before the event giving rise to the claim or (b) $100.

These limits apply regardless of the legal theory and do not apply where applicable law does not allow the liability to be limited or excluded.

You will defend Vertiqa and its officers, directors, employees, and affiliates against a third-party claim, and indemnify them for resulting damages and reasonable costs finally awarded or agreed in settlement, to the extent the claim arises from:

• Customer Data that infringes or violates a third party's rights;
• your unlawful use of the Service or violation of Sections 6 or 7; or
• your material breach of the representation that you have the rights and permissions needed for Customer Data.

Vertiqa must provide prompt notice, reasonable cooperation at your expense, and control of the defense and settlement. You may not settle a claim in a way that admits fault by or imposes an obligation on Vertiqa without our written consent, which will not be unreasonably withheld.

You may stop using the Service at any time and may cancel a paid subscription as described in Section 3.

We may suspend or terminate access for nonpayment, a material breach of these Terms, an urgent security or legal risk, or conduct that threatens the Service or others. When practical, we will give notice and a reasonable opportunity to cure before suspension or termination. We may act immediately when delay could cause harm or violate law.

During an active account, available features may allow you to export certain Customer Data. You should export needed data before termination. After termination, we retain and delete information in accordance with the Privacy Policy, customer instructions, and any applicable order form or data processing addendum.

Provisions that by their nature should survive termination remain effective, including ownership, confidentiality, disclaimers, liability limits, indemnification, and governing law.

We may update these Terms as the Service or law changes. We will post the updated Terms and revise the “Last Updated” date. For material changes, we will provide additional notice when required and reasonable advance notice when practical. Changes apply prospectively from their effective date.

If you do not agree to revised Terms, you must stop using the Service before they take effect. Continued use after the effective date constitutes acceptance of the revised Terms.

These Terms, together with any applicable order form and data processing addendum, are the agreement between you and Vertiqa about the Service. An order form controls over these Terms for a direct conflict about commercial terms, and a data processing addendum controls for a direct conflict about covered processing.

You may not assign these Terms without our written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets. Vertiqa may assign these Terms as part of a merger, reorganization, financing, or sale of the business or relevant assets.

If a provision is unenforceable, it will be modified to the minimum extent needed and the remaining provisions will continue. A failure to enforce a provision is not a waiver. The parties are independent contractors. These Terms do not create third-party beneficiary rights.

Georgia law governs these Terms without regard to conflict-of-law principles. Any action arising from these Terms or the Service must be brought in the state or federal courts located in Fulton County, Georgia, and each party consents to their jurisdiction, except where applicable consumer law requires otherwise.

If you have questions about these Terms, contact us at: