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Terms of Service

Last Revised: May 9, 2024

THESE TERMS OF SERVICE (THESE “TERMS) GOVERN THE USE AND ACCESS OF THE SERVICE BY THE PARTY IDENTIFIED AS THE CUSTOMER IN AN ORDER FORM (“CUSTOMER”). BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS (AN “ORDER FORM”), CUSTOMER HEREBY ACCEPTS TO BE BOUND TO THESE TERMS. THESE TERMS TOGETHER WITH ANY ORDER FORMS OR SOWS (AS DEFINED BELOW) CONSTITUTE THIS “AGREEMENT” AND SHALL FORM A BINDING AGREEMENT BETWEEN CUSTOMER AND VIOLET LABS, INC. (THE “COMPANY”). IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACTING ON BEHALF OF AN ENTITY, SUCH ENTITY SHALL BE CUSTOMER HEREUNDER AND SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND SUCH ENTITY.

  1. DEFINITIONS
    1. “Authorized User” means any employee of Customer, in each case who is authorized by Customer to access and use the Service. Any individual using Customer’s access credentials or creating an account from an invitation sent by Customer will be presumed to be authorized by Customer unless Customer notifies the Company that such individual is not authorized.
    2. “Confidential Information” means all business, technical or third party information of a party, including trade secrets, know-how, processes, pricing and financial data, software and documentation, which are provided, disclosed, or made available to the other party under this Agreement that is either identified, orally or in writing, as confidential or would be understood to be confidential by a reasonable person under the circumstances.
    3. “Service” means the website available at violetlabs.com (or any successor site) and the web platform subscribed to by Customer as set forth in an Order Form, together with all tools, functionalities and technologies available thereon (including any API, software or other service offered by the Company in connection therewith) and all updates and upgrades thereto.
  2. SERVICE ACCESS; RESTRICTIONS
    • Implementation. In order for the Service to integrate third party software engineering tools and platforms and aggregate data from Customer’s accounts with such third party tools, Customer shall be responsible for granting the Company all necessary permissions and authorizations for the Company to create the applicable integrations. The Company will be excused from meeting specified deadlines or performing specified responsibilities to the extent the Company’s delays or failures are caused by Customer’s delays or failures in providing the Company with reasonable cooperation or access to information or documentation necessary for the performance of the Company’s implementation services.
    • Provision of Service. Subject to Customer’s compliance with the terms and conditions of this Agreement, the Company hereby agrees to provide Customer and its Authorized Users access to the Service solely for Customer’s internal business purposes.
    • Restrictions. Customer will not, and will not permit its Authorized Users or any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, or underlying structure, ideas, know-how or algorithms relevant to the Service (except to the extent such restrictions are contrary to applicable law); (b) modify, translate, copy, or create derivative works based on the Service; (c) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party (other than Authorized Users); (d) use the Service to create or develop a competitive product or service; (e) attempt to gain unauthorized access to the Service or make the Service available to anyone other than its Authorized Users; (f) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs through the Service; (g) interfere with or disrupt the integrity or performance of the Service; (h) circumvent, remove, alter or thwart any technological measure or content protections of the Service; (i) use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service; (j) remove any proprietary notices or labels displayed on the Service; (k) use the Service for illegal, harassing, unethical, or disruptive purposes; or (l) otherwise use the Service except as expressly permitted herein.
    • Modifications. The Company may modify, amend, alter, supplement or replace the Service from time to time, in whole or in part, without any notice to Customer; provided that the Company will use reasonable efforts to provide Customer written notice if the Company believes that any modification, amendment, alteration, supplement or replacement will cause a material adverse effect on Customer’s access or use of the Service. Customer agrees that its entry into this Agreement is not contingent on the Company developing, delivering or otherwise making available any future functionality or features of the Service, or dependent on any oral or written public comments made by the Company regarding future functionality or features of the Service.
    • Authorized Users. Customer agrees that it is responsible for ensuring that it and its Authorized Users maintain the confidentiality of their account information and its Authorized Users comply with this Agreement. Customer acknowledges that it is solely responsible for any liabilities arising from (a) an Authorized User’s non-compliance with this Agreement and (b) any activity that occurs through an Authorized User’s account. Although the Company has no obligation to monitor Customer’s use of the Service, the Company may do so and may prohibit any use of the Service it believes may be in violation of this Agreement.
    • Third Party Services. The Service contains certain features and functionalities that integrate and/or interoperate with certain third party products, services or applications, including any software engineering tools and platforms that Customer elects to integrate with the Service (the “Third Party Services”). All use of Third Party Services are subject to the applicable terms of the provider of such Third Party Service. The Company is not responsible for any Third Party Service, including for the availability or reliability of a Third Party Service, or the accuracy or completeness of information shared by or available through such Third Party Service, or the privacy practices of the provider of such Third Party Service.
    • Service Availability. The Company will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week except for any unavailability due to (a) emergency or planned downtime, (b) force majeure events or other circumstances beyond the Company’s reasonable control or (c) a Third Party Service.
    • Professional Services. If Customer desires to engage the Company to perform additional services in the future, such as developing or implementing any customizations or otherwise modifying certain Service functionalities (such additional services, “Professional Services”), the parties will enter into a Statement of Work (“SOW”). The SOW will set forth, among other things, applicable fees due for the Professional Services.
  3. CUSTOMER DATA
    • Customer Data. Customer is solely responsible for all data, information, text, code, content and other materials that are uploaded, posted, delivered, provided or otherwise transmitted or stored by or on behalf of Customer in connection with or relating to the Service (“Customer Data”). Customer hereby grants the Company a non-exclusive, royalty-free, fully-paid worldwide license (with the right to sublicense) to access, use, reproduce and create derivative works of the Customer Data (a) to provide the Service and to fulfill the Company’s obligations under this Agreement and (b) to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings. The term of the license in clause (a) of the preceding sentence will be for the Term and the term of the license granted in clause (b) of the preceding sentence will be perpetual. Furthermore, the Company shall have the right to collect and analyze data and other information relating to the Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Company will be free (during and after the Term) to use such information and data in connection with the Company’s conduct of its business, provided that any disclosure of Customer Data shall be solely in aggregate or other de-identified form such that the identity of Customer cannot be determined by such third parties.
    • Personal Data. If any Customer data includes personal information, the Company will handle such information in accordance with its Privacy Policy.
    • Security. The Company employs a number of commercially reasonable technical, organizational and physical safeguards, informed by and incorporating elements of recognized industry standards, designed to protect the Customer Data from accidental or unauthorized loss, destruction, modification, disclosure, or access. These safeguards include, but are not limited to: (a) encryption of Customer Data in transit and at rest; (b) access controls informed by the principle of “least privilege”; (c) network security employing a defense-in-depth approach utilizing commercially available equipment; and (d) secure data destruction procedures. The Company contractually requires subcontractors with access to Customer Data to maintain appropriate safeguards for such Customer Data. The Company enters into confidentiality arrangements with Company personnel with access to Customer Data and provides security training to such personnel designed to educate them on information security standards and best practices. However, no security measures are failsafe and the Company cannot guarantee the security of the Customer Data. Accordingly, Customer acknowledges that it bears sole responsibility for adequate security, protection and backup of the Customer Data.
    • Security Incidents. The Company shall (a) report any confirmed accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data (“Security Incident”) to Customer without undue delay after the Company determines a Security Incident has occurred, and (b) take commercially reasonable measures to address the Security Incident, including measures designed to mitigate any material adverse effects resulting from the Security Incident. The Company shall take reasonable steps to provide Customer with updates regarding any Security Incident as necessary for Customer to assess and comply with its legal obligations regarding such Security Incident.
  4. PROPRIETARY RIGHTS
    • Company Rights. The Company shall own and retain all right, title and interest in and to the Service, all improvements, enhancements or modifications thereto and all intellectual property rights related to any of the foregoing. All rights to the Service not expressly granted under this Agreement are reserved by the Company.
    • Feedback. Customer acknowledges that all suggestions for corrections, changes, additions or modifications to the Service, and any other feedback provided by Customer (collectively, “Feedback”) are the exclusive property of the Company and Customer hereby assigns all rights in and to any Feedback to the Company.
    • Customer Rights. As between the parties, subject to the Company’s rights under Section 3.1, Customer owns all right, title and interest in and to the Customer Data including all websites, apps and other web services developed, built or managed through the Service.
  5. PAYMENT OF FEES
    • Fees. Customer shall pay the fees specified in each Order Form (collectively, the “Fees”). All Fees are non-refundable The Fees may be increased after the Initial Term upon 45 days’ advance written notice. If Customer does not send the Company written notice of its intent not to renew in accordance with Section 7.1 below, then Customer will be responsible for paying the revised Fees for the subsequent renewal terms.
    • Payment. Customer agrees that the Fees shall be made through automated clearing house (ACH) transfers from the Customer’s designated operating account to the Company. Customer shall deliver to the Company an authorization agreement for direct payments to the Company for all Fees due hereunder. Customer shall be responsible for all taxes associated with its use of the Service other than taxes based on the Company’s net income.
  6. CONFIDENTIALITY
    • Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose Confidential Information. Confidential Information of the Company includes non-public information regarding features, functionality and performance of the Service. The Receiving Party agrees: (a) to use at least the same care and precaution in protecting the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its own proprietary information and trade secrets, but in no event less than a reasonable degree of care and (b) not to use or disclose to any third person any of Disclosing Party’s Proprietary Information except for the Receiving Party’s employees, attorneys, advisors and potential investors who are bound to keep such information confidential.
    • Exceptions. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.
    • Disclosure by Law. Notwithstanding this Section 6, the Receiving Party may disclose the Confidential Information of the Disclosing Party in the event that the Receiving Party receives a subpoena or other government process that purports to require the production of Confidential Information of the Disclosing Party for use in an action or proceeding, provided that the Receiving Party shall (a) promptly inform the entity issuing such subpoena or other government process of the existence of this Agreement, (b) promptly inform the Disclosing Party of the receipt of such subpoena or other government process and (c) not oppose any effort by the Disclosing Party to quash or limit any such subpoena or other government process. In the event the Disclosing Party fails to intervene to quash or limit such subpoena or other government process after being given notice and a reasonable opportunity to do so or such intervention fails or is denied by a court of competent jurisdiction, such Confidential Information may be produced; provided, that such Confidential Information shall not lose its confidential status through such use and the Receiving Party shall take all reasonable and necessary steps to maintain the confidentiality of such Confidential Information during such use.
    • Return of Confidential Information. Upon the request of either party, copies and embodiments of such party’s Confidential Information shall be promptly returned to such party by the Receiving Party or destroyed by the Receiving Party, and the Receiving Party agrees to certify such destruction in writing.
  7. TERM AND TERMINATION
    • Term. Subject to earlier termination as provided below, the term of this Agreement will commence on the Effective Date and continue for the Initial Term as specified on the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Term (collectively, the “Term”), unless either party provides the other with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
    • Termination for Breach. Either party may terminate this Agreement upon thirty (30) days’ notice, if the other party materially breaches any of the terms or conditions of this Agreement.
    • Suspension. Without limiting the Company’s other rights under this Agreement or at law, the Company may immediately suspend access to the Service without notice or liability for any reason, including if Customer breaches this Agreement until such breach is cured.
    • Effects of Termination. Any outstanding amounts becomes immediately due and payable upon suspension or termination of the Service for any reason. Upon termination of this Agreement, the Company will have no obligation to maintain or provide any Customer Data, and may delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, except where prohibited by applicable law. Customer is solely responsible for exporting all Customer Data prior to the termination of this Agreement. No termination of this Agreement shall affect any rights or liabilities of a party that accrued prior to the date of termination, including any Fees accrued or payable to the Company prior to the effective date of termination.
    • Survival. The provisions of Sections 1, 3.1, 4, 5, 6, 7.4, 7.5, 8, 9, 10, 11, 12, 13, and 14 shall survive any termination of this Agreement.
  8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
    • By Both Parties. Each party represents and warrants to the other party that: (a) it has full right and power to enter into this Agreement and to perform fully all of its obligations hereunder; and (b) there are no other agreements, written or oral, with any third party in conflict herewith.
    • By the Company. The Company represents and warrants that the Service will operate in material conformity with any documentation provided by Company. In the event of a breach of the warranty in this Section 8.2, Customer shall notify the Company in writing of the alleged issue, providing details of the problems, and upon confirmation of the issue by the Company, the Company will use commercially reasonable efforts to promptly correct any identified problem or provide work-arounds that address the identified issue to enable the Service to perform in accordance with this limited warranty. If the Company is unable to correct any identified problem, the Company shall notify Customer and Customer have the right to terminate this Agreement upon thirty (30) days’ written notice to the Company and the Company will refund Customer any pre-paid amounts for usage not used as of the date of termination. The foregoing shall be the Company’s sole obligation and exclusive liability, and Customer’s sole and exclusive remedy, for any breach of the warranty in this Section 8.2.
    • By Customer. Customer represents and warrants that Customer has provided all necessary and appropriate notices and opt-outs, and has obtained all necessary and appropriate consents, approvals and rights to collect, process, use, store, enhance and disclose the Customer Data and allow the Company to use, store, disclose and otherwise process such Customer Data as contemplated by this Agreement.
    • DISCLAIMER. EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS SECTION 8, THE SERVICE AND ALL OTHER SERVICES PROVIDED BY THE COMPANY ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE.
  9. INDEMNIFICATION. Customer will indemnify, defend and hold harmless the Company from any damages, losses, expenses, costs or liabilities incurred by the Company in connection with any claim, action, suit or proceeding brought against the Company by a third party arising from or related to (a) the Company’s use of the Customer Data in accordance with the terms of this Agreement, (b) Customer’s violation of any applicable law, (c) Customer’s use of the Service, and (d) Customer’s breach of the terms of this Agreement.
  10. LIMITATION OF LIABILITY

    TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR EITHER PARTY’S BREACH OF SECTION 6, AND CUSTOMER’S BREACH OF SECTION 2.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY PARTY CLAIMING THROUGH THE OTHER PARTY FOR (A) ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS AGREEMENT OR ANY DELAY OR INABILITY TO USE THE SERVICE OR (B) EXCEPT FOR AMOUNTS PAYABLE BY CUSTOMER, ANY DAMAGES IN EXCESS OF THE AGGREGATE FEES PAID OR PAYABLE TO THE COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CLAIM FIRST AROSE, IN EACH CASE WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

  11. TRADE CONTROL LAWS; GOVERNMENT MATTERS. Company and Customer acknowledge that this Agreement and the Service identified herein are subject to trade, import, export control and economic sanctions laws and regulations, including, without limitation, the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, the laws, statutes, regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and all other applicable trade, import, export control and economic sanctions laws and regulations imposed, administered or enforced by any other country in which the parties operate or conduct business (collectively, the “Trade Control Laws”). Company and Customer agree to comply with all applicable Trade Control Laws in the performance of this Agreement. For the avoidance of doubt, Customer acknowledges that it is solely responsible for compliance with all applicable Trade Control Laws in its use of the Service, including the provision, transfer, or access of Customer Data to Customer’s end users, and agrees not to (i) export, reexport, distribute, sell, lease, transfer, assign or otherwise dispose of the Service, or any Customer Data related thereto, in, to, or for the benefit of any individual, entity, country, region or territory in violation of Trade Control Laws; or (ii) otherwise engage in any transaction, act, dealing or practice in connection with or relating to the Service that would violate, cause Company to violate or expose Company to adverse consequences under Trade Control Laws. Customer represents and warrants that it is not (i) identified on any list of prohibited or restricted parties promulgated under Trade Control Laws, including the OFAC Specially Designated Nationals and Blocked Persons List; (ii) located, operating, organized or resident in any country, region or territory that is the subject or target of comprehensive economic sanctions or embargoes under Trade Control Laws, including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR) regions of Ukraine; or (iii) owned or controlled by, or otherwise acting for or on behalf of, any of the foregoing. As defined in FAR section 2.101, the Service (including the software, documentation and data related thereto) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
  12. AMENDMENTS. The Company reserves the right, at its sole discretion, to change or modify portions of this Agreement at any time. If the Company does this, it will post the changes on this page and will update the “Last Revised” date at the top of the page of this Agreement. The most current version of this Agreement is available at any time at https://www.violetlabs.com/terms-of-service/. The Company will also use commercially reasonable efforts to notify Customer of any material changes thirty (30) days prior to any such material changes taking effect, either through the Service user interface, or email via the email address associated with Customer’s account, or through other reasonable means. Customer’s continued use of the Service after the date any such changes become effective constitutes Customer’s acceptance of the new Terms of Service. If any change to this Agreement is not acceptable to Customer, Customer’s only remedy is stop using the Service.
  13. MISCELLANEOUS. Neither party will have the right to assign this Agreement, except that either party may assign its rights and obligations without consent of the other party in connection with a merger or sale of all or substantially all of such party’s assets or stock. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between Customer and the Company governing your access and use of the Service, and supersede any prior agreements. In the event of a conflict between the provisions of these Terms and any Order Form or SOW, these Terms shall govern. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof. All disputes arising out of or in connection with this Agreement shall be settled by arbitration in San Francisco, California before a neutral single arbitrator, whose decision will be final and binding and the arbitral proceedings will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. Notwithstanding the foregoing, either party hereto shall be entitled to seek injunctive or equitable relief from a court of competent jurisdiction without the necessity of posting bond or proving actual damages. As part of the Company’s sales and marketing efforts, the Company may publicly identify Customer by name as a customer and may describe the services provided to Customer in general and Customer hereby grants the Company a non-exclusive license to use and reproduce Customer’s name, logos and trademarks as part of the Company’s such sales and marketing efforts. Without limiting anything herein, and except for Customer’s payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, epidemics, pandemics and power failures. For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. Any notices in connection with this Agreement will be in writing and sent, if to Customer, to the address specified on the Order Form and if to the Company, to the address set forth in Section 14 below, or, in each case, such other address as may be properly specified by written notice hereunder.
  14. CONTACT. Please contact the Company at admin@violetlabs.com and 2261 Market Street, #5187, San Francisco, CA 94114 to report any violations of this Agreement or to pose any questions regarding this Agreement or the Service.