Terms of Service

1. Definitions

"Cloud Account" means the cloud-provider account, subscription, project, or equivalent that Customer owns or controls, in which a BYOC Deployment runs.

"Customer Data" means data, content, records, files, prompts, configurations, and other materials that Customer or its Users submit to, store in, or process through the Platform, including data that resides in a BYOC Deployment.

"BYOC Deployment" means a deployment of the Platform in Customer's Cloud Account and, where applicable, on Customer's domain.

"Hosted Access" means access to an environment that Verma operates for evaluation, demonstration, onboarding, or as otherwise agreed in an Order.

"Operational Grant" means the credentials, roles, or other access Customer provides so that Verma can deploy, update, monitor, and operate the Platform in Customer's Cloud Account.

"Software" means the vermadev software, infrastructure-as-code, container images, documentation, and related materials Verma provides.

"Users" means individuals Customer authorizes to use the Platform under Customer's organization.

2. Eligibility and accounts

The Platform is offered for business use. Customer must not use the Platform as a consumer. Each User must be at least 18 years old.

Customer is responsible for: (a) the accuracy of registration information; (b) all activity under Customer's organization and User accounts; (c) keeping credentials confidential and using reasonable access controls, including multi-factor authentication where available; (d) promptly revoking access when a User should no longer have it; and (e) notifying Verma if Customer suspects unauthorized access to Verma-controlled systems or the Operational Grant.

Customer must not share a single login across people where the Platform provides per-user accounts. Customer will not circumvent authentication, organization boundaries, or permission controls.

3. The service

The Platform is a data-management product. Depending on Customer's configuration and Order, it may include no-code records and schema, CRM and CMS features, reporting, integrations, and optional AI features.

Verma may modify the Platform, provided that a modification does not materially reduce the core functionality of a paid subscription during the then-current paid term, except where required by law, a third-party provider, or a security issue. Preview, beta, and evaluation features may be changed or withdrawn at any time and are provided as-is.

Verma does not guarantee any particular uptime. Availability of a BYOC Deployment depends on Customer's Cloud Account, Customer's cloud provider, Customer's network, and Customer's configuration. Cloud-provider service levels, if any, are between Customer and that provider.

4. Bring your own cloud

In a BYOC Deployment, the Platform runs in Customer's Cloud Account and, where configured, on Customer's domain. Customer owns and controls the Cloud Account, including billing with the cloud provider, identity and access management, networking, encryption keys that Customer holds, domains, DNS, and related infrastructure.

Customer is solely responsible for cloud-provider fees, quotas, region choice, backups Customer configures, and the security of Customer's Cloud Account except for Verma's obligations under the Operational Grant described below.

Customer will not withhold cloud-provider access that is reasonably required for Verma to perform contracted operations, then claim Verma failed to operate the Platform.

5. Operational access; no custody

Customer may grant Verma an Operational Grant so that Verma can build, deploy, migrate, monitor, and operate the Platform. The Operational Grant must be limited to what is reasonably required for that work. Customer may revoke the Operational Grant at any time. Revocation may prevent Verma from updating, supporting, or operating the Platform; Verma is not in breach for consequences that reasonably follow from revocation.

Verma will use the Operational Grant only to provide the Platform and related support, and will not use it to copy Customer Data out of Customer's Cloud Account except: (a) as Customer expressly requests (for example, a troubleshooting extract Customer asks for); (b) as required by law; or (c) transiently as technically necessary to perform a requested operation, after which Verma will not retain a copy.

Verma does not take custody of Customer Data in a BYOC Deployment. Verma does not promise to keep a backup of Customer Data on Verma's own systems. Customer is responsible for backups, snapshots, and disaster-recovery arrangements in the Cloud Account.

If Customer uses Hosted Access, Customer Data in that environment is processed so Verma can provide that environment. Hosted Access is not a substitute for a BYOC Deployment and may be withdrawn according to the Order or, if none, on reasonable notice.

6. Customer Data

As between the parties, Customer owns Customer Data. Verma does not claim ownership of Customer Data.

Customer grants Verma a limited, non-exclusive license to process Customer Data solely as needed to provide, operate, secure, and support the Platform, to prevent or address service, security, or technical issues, and to comply with law. That license ends when Verma no longer needs the data for those purposes.

Customer represents that Customer has all rights, notices, and lawful bases required for Customer Data to be used with the Platform, including personal data of Customer's personnel, customers, and other individuals.

Verma may use de-identified or aggregated operational metrics (for example, error rates or feature usage that cannot reasonably identify Customer or an individual) to improve the Platform. Verma will not use Customer Data to train foundation models for other customers unless Customer agrees in an Order.

7. Data protection

For Customer Data, Customer is the controller (or analogous role under applicable law). Verma processes Customer Data as a processor (or analogous role) only to the extent Verma actually processes it — which, in a BYOC Deployment, is limited to operations under the Operational Grant and any Account Data described below.

"Account Data" means information about Customer's organization and Users that Verma collects to provide the relationship: names, business contact details, authentication identifiers, billing status, support communications, and similar records. Verma is an independent controller of Account Data and uses it to contract, bill, authenticate, secure, and communicate about the Platform.

If a data processing agreement is required by law, the parties will execute one on request. Until then, this section states the processing instructions: process Customer Data only to provide the Platform; apply reasonable technical and organizational measures; not subcontract processing of Customer Data outside Customer's Cloud Account except as Customer authorizes or as needed for Verma's own Account Data systems; and notify Customer without undue delay after Verma becomes aware of a personal-data breach affecting Customer Data that Verma actually processes.

Customer is responsible for responding to data-subject requests, data-protection impact assessments, and records of processing that concern Customer Data in Customer's Cloud Account. Verma will provide reasonable cooperation for data Verma actually processes.

8. Artificial intelligence

Optional AI features may generate, retrieve, summarize, or act on Customer Data. Outputs can be wrong, incomplete, biased, or non-unique. Customer is responsible for reviewing outputs before relying on them, for the prompts and instructions Users submit, and for whether Customer's use is lawful (including copyright, privacy, employment, and professional-regulation rules).

In a BYOC Deployment, inference is intended to run against Customer Data in Customer's boundary according to Customer's model configuration. Customer is responsible for the models, keys, and providers Customer chooses, including those providers' terms. Verma is not the provider of third-party models.

Customer must not use AI features to develop competing foundation models, to attempt to extract model weights, or to submit data Customer is not allowed to process. Customer must not represent AI output as human-generated where the law requires disclosure.

9. Acceptable use

Customer and Users must not: (a) use the Platform in violation of law, including export, sanctions, privacy, and intellectual-property law; (b) upload or process malware, or content that is unlawful, or that they do not have rights to use; (c) attempt unauthorized access to the Platform, other customers, or Verma systems; (d) probe, scan, or load-test except as agreed in writing; (e) interfere with or disrupt the Platform; (f) reverse engineer, decompile, or circumvent technical limits except to the extent applicable law allows and only after written notice to Verma so Verma can provide interoperability information if required; (g) resell, sublicense, or provide the Platform to third parties as a service except as an Order allows; (h) use the Platform to send spam or to build a competing general-purpose data platform by copying substantial non-public features; (i) misrepresent identity or affiliation; or (j) use the Platform in any High-Risk Activity (defined in Section 20).

Verma may suspend access (including the Operational Grant) if Verma reasonably believes there is a material risk of harm, legal exposure, or non-payment. Where practicable, Verma will notify Customer and limit the suspension to what is needed.

10. Customer responsibilities

Customer is responsible for: (a) Customer's Users and their compliance; (b) Customer Data and Customer integrations; (c) deciding whether the Platform is suitable for Customer's industry and regulators; (d) configuring roles and permissions inside the Platform; (e) maintaining Customer's own legal notices to Customer's end customers where Customer uses the Platform as part of Customer's business; and (f) cooperating reasonably so Verma can perform operations.

If Customer connects third-party products (identity providers, object storage, email, payment, AI, or others), Customer authorizes Verma to exchange data with those products as the integration requires. Those products are not Verma's, and their terms apply between Customer and the third party.

11. Fees and taxes

Paid features, subscription terms, and prices are as stated at purchase or in an Order. Fees are exclusive of taxes. Customer is responsible for taxes other than taxes on Verma's net income.

Unless an Order says otherwise, fees are billed in advance, are non-cancellable and non-refundable except as these Terms or mandatory law require, and must be paid by the stated due date.

If Customer fails to pay undisputed amounts after notice, Verma may suspend operational services, updates, and Hosted Access. Suspension does not delete Customer Data in Customer's Cloud Account, and Verma has no obligation (and typically no independent right) to delete that data. Verma is not required to continue operating the Platform while fees are unpaid.

Usage of Customer's Cloud Account that generates cloud-provider charges is Customer's cost, not a Verma fee.

12. Intellectual property and license

Verma and its licensors own the Software, the Platform, trademarks, documentation, and all improvements, including those suggested by Customer feedback. Customer assigns to Verma (or licenses exclusively, if assignment is not possible) worldwide rights in feedback so Verma can use it without restriction. Customer is not owed compensation for feedback.

Subject to these Terms and payment of applicable fees, Verma grants Customer a limited, non-exclusive, non-transferable (except as Section 21 allows), non-sublicensable license during the term to use the Software and Platform for Customer's internal business purposes.

Customer must not: remove proprietary notices; use Verma's marks except as Verma permits in writing; or claim ownership of the Software.

Open-source components are licensed under their own licenses, which control as to those components.

13. Confidentiality

Each party may receive non-public information of the other ("Confidential Information"). The Software, pricing not made public, Operational Grant details, and non-public product information are Verma's Confidential Information. Customer Data and Customer's non-public business information are Customer's Confidential Information.

The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and contractors who need it and are bound by confidentiality obligations at least as protective, or as required by law (with notice if legally permitted).

Confidentiality does not apply to information that is or becomes public without breach, was already known without duty, is independently developed, or is rightfully received from a third party.

14. Security

Verma will use commercially reasonable technical and organizational measures appropriate to the access Verma actually has. No method of transmission or storage is completely secure. Verma does not warrant that the Platform will be error-free, uninterrupted, or immune from unauthorized access.

Customer is responsible for security of Customer's Cloud Account, User devices, Customer-held keys, and Customer-configured network controls. Customer should not grant the Operational Grant broader access than needed.

15. Warranties and disclaimers

Verma warrants that it has the right to grant the licenses in these Terms. If Verma breaches this warranty, Customer's exclusive remedy is, at Verma's option: repair, replacement, or termination of the affected service with a refund of prepaid unused fees for the affected portion.

Except as expressly stated, the Platform, Software, support, and all outputs (including AI outputs) are provided "as is" and "as available." To the maximum extent permitted by law, Verma disclaims all other warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement. Verma does not warrant that the Platform will meet Customer's requirements, that results will be accurate, or that third-party services will continue to be available.

16. Indemnity

Customer will defend, indemnify, and hold harmless Verma and its personnel from third-party claims, damages, and reasonable costs (including legal fees) arising out of: (a) Customer Data; (b) Customer's or Users' use of the Platform in breach of these Terms or law; (c) Customer's Cloud Account, including misconfiguration, inadequate backups, or cloud-provider acts; (d) Customer's combination of the Platform with items Verma did not provide; and (e) a dispute among Customer, its Users, and Customer's own customers.

Verma will defend Customer against a third-party claim that the Software, as provided by Verma and used by Customer in accordance with these Terms, directly infringes a patent, copyright, or trademark, or misappropriates a trade secret, and will pay damages and costs finally awarded, or a settlement Verma approves. Verma has no obligation for claims arising from: Customer Data; Customer's modification; combination with items Verma did not provide; use after Verma notifies Customer to stop because of a claim; or free, evaluation, or beta use. If such a claim is brought or threatened, Verma may procure the right for Customer to keep using the Software, modify or replace it, or terminate the affected license and refund prepaid unused fees for the affected portion. This Section 16 is Customer's exclusive remedy for intellectual-property infringement claims against the Software.

The indemnified party must give prompt notice (delay excuses the indemnifying party only to the extent it is prejudiced), reasonable cooperation, and sole control of the defense and settlement (a settlement may not admit fault or impose non-monetary obligations on the indemnified party without consent, not to be unreasonably withheld).

17. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill, business interruption, or replacement costs, even if advised of the possibility, and whether in contract, tort, or otherwise.

Except for Excluded Claims, each party's total liability arising out of or related to these Terms is limited to the fees Customer actually paid to Verma for the Platform in the twelve (12) months before the claim (or, if none, one hundred US dollars or the equivalent). Multiple claims do not enlarge this cap.

"Excluded Claims" means: (a) Customer's payment obligations; (b) Customer's indemnification obligations; (c) a party's fraud or willful misconduct; and (d) liability that cannot be limited under applicable law (including liability for death or personal injury caused by negligence, where such limitation is prohibited).

These limits are an agreed allocation of risk and a basis of the bargain. They apply even if a remedy fails of its essential purpose.

18. Term, suspension, termination, and exit

These Terms start when Customer first accepts them or uses the Platform and continue until terminated.

Either party may terminate: (a) for convenience at the end of a paid term, or on thirty (30) days' notice if there is no paid term, unless an Order says otherwise; (b) immediately if the other party materially breaches and does not cure within thirty (30) days after notice (or immediately if the breach cannot reasonably be cured); or (c) immediately if the other party becomes insolvent or ceases business.

On termination of Verma's operational services: (i) Verma will withdraw the Operational Grant, pipelines, and Verma-controlled credentials; (ii) Customer's license to receive updates, support, and new versions ends; (iii) Customer retains the Cloud Account, infrastructure in that account, and Customer Data; (iv) Customer may continue to run the then-deployed instance in the Cloud Account at Customer's sole risk and expense, without Verma's involvement, unless an Order or a third-party license forbids it; and (v) Verma has no obligation to keep a copy of Customer Data, to export it, or to continue operating the Platform.

Customer should export anything it needs before Hosted Access ends. Verma may delete Hosted Access data after termination on a commercially reasonable schedule, unless law requires longer retention of Account Data.

Sections that by their nature should survive (including 6, 7, 11 through 17, 18(iii) through (v), and 20 through 22) survive termination.

19. Changes

Verma may update these Terms. For material changes, Verma will give at least thirty (30) days' notice via the Platform, the vermadev.com website, or another contact channel Customer has used with Verma. The updated Terms take effect on the stated date. Customer's continued use after that date is acceptance. If Customer objects to a material change, Customer's exclusive remedy is to stop using the Platform and terminate as provided in Section 18 before the change takes effect. Changes required by law may take effect on shorter notice.

An Order is changed only by a writing signed by both parties.

20. Export, sanctions, and high-risk use

Customer will comply with export-control and sanctions laws. Customer represents that it is not a prohibited party and is not located in a comprehensively sanctioned jurisdiction, and that it will not permit Users to use the Platform in violation of those laws.

The Platform is not designed for High-Risk Activity: use where failure could lead to death, personal injury, or severe environmental or property damage (including operation of nuclear facilities, air traffic, life-support, or similar). Customer must not use it for High-Risk Activity. Verma is not liable for such use.

21. General

Neither party is liable for delay or failure caused by events beyond its reasonable control, including cloud-provider outages, utility failures, internet disturbances, acts of government, war, labor disputes, or denial-of-service attacks (force majeure). This does not excuse payment of amounts already owed.

Customer may not assign these Terms without Verma's prior written consent, except to an affiliate or a successor to substantially all of Customer's business, provided the assignee is not a Verma competitor and assumes the obligations. Verma may assign these Terms to an affiliate or in connection with a merger, financing, or sale of assets. Any other attempted assignment is void.

These Terms, together with any Order, are the entire agreement and supersede prior discussions relating to the Platform. They do not create a partnership, joint venture, or employment relationship. Third parties have no rights to enforce these Terms except indemnified persons under Section 16.

If a provision is unenforceable, it will be modified to the minimum extent needed to make it enforceable, and the rest remains in effect. A waiver must be in writing and applies only to the instance stated. Failure to enforce is not a waiver.

Notices to Verma may be sent using the contact control on vermadev.com or the in-app support channel. Notices to Customer may be sent to an administrator User or the contact on an Order.

Nothing in these Terms limits rights that cannot be waived under applicable law.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22. Governing law and disputes

These Terms are governed by the laws of the State of California, United States, excluding conflict-of-law rules.

The state and federal courts located in California have exclusive jurisdiction over disputes arising out of or related to these Terms, except that Verma may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or the security of the Platform. Each party consents to that venue.

To the extent permitted by law, Customer and Verma waive any right to a jury trial and any right to participate in a class, collective, or representative action. This waiver does not apply where prohibited.

If a dispute cannot be resolved informally within thirty (30) days after written notice, either party may proceed in the courts described above.

23. Contact

Questions about these Terms may be sent using the contact control on vermadev.com or through the in-app support channel. Do not rely on marketing copy as a change to these Terms.

By creating an account, creating an organization, or using the Platform, Customer acknowledges that it has read, understood, and agrees to be bound by these Terms.