These Terms of Service ("Terms") govern your access to and use of the Vertalo platform, products, and services ("Platform") provided by Vertalo, Inc. ("Vertalo," "we," "us," or "our"), a company incorporated in Texas with offices at 1515 East Cesar Chavez St, Austin, TX 78702.
By creating an account, accessing the Platform, or clicking "I Agree," you confirm that you have read, understood, and agree to be bound by these Terms. If you are acting on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
If you do not agree to these Terms, do not access or use the Platform.
Vertalo grants you a limited, non-exclusive, non-transferable right to access and use the Platform solely for your authorized business purposes, subject to these Terms and any applicable service agreement.
Authorized Users: Access to the Platform is restricted to individuals and entities who have been granted credentials by Vertalo or an authorized Vertalo client. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.
Prohibited Conduct: You agree not to:
Vertalo reserves the right to suspend or terminate access for any violation of these Terms, at our sole discretion and without prior notice where circumstances warrant.
Vertalo is a registered Transfer Agent with the U.S. Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934. Use of the Platform in connection with securities transactions is subject to applicable federal and state securities laws. Users are solely responsible for ensuring their use of the Platform complies with all laws and regulations applicable to their activities.
All software, technology, user interfaces, designs, content, trademarks, and trade secrets comprising or embodied in the Platform are the exclusive property of Vertalo, Inc. or its licensors. Nothing in these Terms grants you any ownership interest in or to the Platform or Vertalo's intellectual property.
You retain ownership of data you submit to the Platform ("Your Data"). By submitting Your Data, you grant Vertalo a limited license to process and store it solely as necessary to provide services under these Terms. Vertalo will not use Your Data for any other purpose without your consent.
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Platform. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law or regulatory process. Confidentiality obligations survive termination of these Terms for a period of three (3) years.
The Platform is provided "as is" and "as available." To the fullest extent permitted by applicable law, Vertalo disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Vertalo does not warrant that the Platform will be uninterrupted, error-free, or free of harmful components.
Nothing in this section limits Vertalo's obligations as an SEC-registered Transfer Agent under applicable securities regulations.
To the maximum extent permitted by law, Vertalo's total liability to you for any claims arising out of or related to these Terms or the Platform shall not exceed the fees paid by you to Vertalo in the twelve (12) months preceding the claim.
In no event shall Vertalo be liable for indirect, incidental, consequential, special, or punitive damages — including loss of data, loss of revenue, or business interruption — regardless of the theory of liability and even if Vertalo has been advised of the possibility of such damages.
You agree to indemnify and hold harmless Vertalo, its officers, directors, employees, and agents from any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Platform in violation of these Terms; (b) your violation of applicable law; or (c) your infringement of any third-party rights.
Either party may terminate access to the Platform upon written notice. Vertalo may terminate or suspend access immediately if you breach these Terms or if required to do so by law or regulatory order. Upon termination, your right to access the Platform ceases immediately. Sections 4, 5, 6, 7, 8, and 10 survive termination.
These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any dispute arising from or related to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas.
For any dispute, the parties agree to first attempt resolution through good-faith negotiation before initiating formal proceedings.
Vertalo may update these Terms from time to time. Material changes will be communicated with reasonable advance notice. Continued use of the Platform after the effective date of updated Terms constitutes your acceptance of the changes.