THIS AGREEMENT GOVERNS YOUR ORGANIZATION’S ACQUISITION AND USE OF THE SOFTWARE SERVICES PROVIDED BY CARKETA, INC. (HEREAFTER “CARKETA”), INCLUDING THE PRODUCT COMMERCIALLY KNOWN AS VELOCIFI. FOR THE PURPOSES OF THIS AGREEMENT, THE TERMS “CARKETA,” “VELOCIFI,” AND “COMPANY” ARE USED INTERCHANGEABLY TO REFER TO THE SERVICE PROVIDER AND ITS UNDERLYING TECHNOLOGY PLATFORM.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY.
You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services, except with our prior written consent, for purposes of monitoring their availability, performance or functionality.
Your use of the Services constitutes your agreement to these terms. It is effective between you (or the legal entity you represent) and Carketa as of the date you sign an Order or you first use the Services, whichever is earlier.
1.1 Scope. This Agreement sets forth the terms under which Carketa will provide the Service (VelociFI) to Customer. Capitalized terms used in this Agreement are defined in Appendix 1.
1.2 Ordering. During the Term, Customer may order Subscriptions to the Service via an Order. Each Order is incorporated into this Agreement by reference. In the event of a conflict between an Order and this Agreement, the Order shall prevail regarding commercial terms (pricing/tiers), while this Agreement shall prevail regarding legal protections.
2.1 Subscriptions. Customer may add additional Subscriptions during a Subscription Term at the same price as found in the applicable Order. Additional Subscriptions will be co-terminated with existing subscriptions and fees pro-rated.
2.2 Service Evolution. Carketa reserves the right to modify, update, or upgrade VelociFI, its features, and its user interface at its sole discretion. Customer agrees that its purchase is based solely upon features and functions currently available and not in expectation of any future functionality.
2.3 Usage Controls. Access to VelociFI with an individual User’s credentials is limited to two (2) devices at any given time. Credential sharing between Users (including co-workers, contractors, or third parties) is strictly prohibited. Each User must have a unique login account. Any attempt to circumvent the access control measures (e.g., rotating credentials, use of shared accounts) may result in suspension of access, additional fees, or termination of service at Carketa’s discretion. If Customer exceeds the limitations of a Subscription, Customer’s Payment Method will be automatically charged beginning on the next billing cycle for the applicable price and or inventory tier unless otherwise defined in the applicable Order, or as otherwise arranged in writing among the Parties. If Customer does not have an automatic Payment Method available with Carketa, and Customer exceeds the limitations of a Subscription, upon Carketa’s request, Customer will promptly execute an Order, and pay Carketa’s invoice, or authorize Customer’s Payment Method, to allow for sufficient additional Inventory to comply with the Agreement. A Subscription may be rearranged subject to written permission by Carketa. Carketa reserves the right to back-bill the Customer for any period in which the Customer’s usage exceeded their contracted tier.
3.1 Interoperability. The Service may contain features designed to interoperate with Connected Applications. Carketa provides such interoperability as a convenience and not as a core part of the Service. Carketa may terminate interoperability with any Connected Application at any time in its sole discretion without notice.
3.2 Connectivity and Data Disclaimer. Carketa makes no representation or warranty regarding the continuous availability, connectivity, or performance of any integration with a Connected Application. Carketa shall have no liability for:
3.3 Third-Party Relationship. Any acquisition or exchange of data between Customer and a Connected Application provider is solely between Customer and the applicable third-party provider. Carketa does not warrant or support Connected Applications.
4.1 Restrictions on Use. Customer shall not: (a) Resell or sublicense the Service; (b) Modify or create derivative works; (c) Reverse-engineer or attempt to derive source code; (d) Access the Service to build a competitive product; (e) Share access credentials; or (f) Remove proprietary rights notices.
4.2 Personnel Non-Solicitation. During the Term and for twelve (12) months thereafter, Customer shall not, directly or indirectly, solicit for employment or hire any employee or contractor of Carketa who was involved in the performance of this Agreement, without Carketa’s prior written consent.
5.1 Responsibility. Customer is exclusively responsible for the accuracy and legality of Customer Data.
5.2 Excluded Data. Customer shall not provide Carketa with data subject to heightened security requirements (e.g., HIPAA, PCI-DSS). Carketa shall have no liability for “Excluded Data.” Customer acknowledges that no method of electronic storage is 100% secure.
6.1 Reservation of Rights. Carketa reserves all rights, title, and interest in the Service.
6.2 Ownership of Customer Data. With the exception of Personal Information, Carketa shall retain all right, title, and interest in all Customer Data stored in the Service. Carketa grants Customer a non-exclusive right to use such data during the Term.
6.3 Feedback Ownership. Customer grants Carketa a perpetual, irrevocable, royalty-free license to use any feedback provided by Customer. Carketa shall own all intellectual property rights in any features developed based on such Feedback.
6.4 Aggregated Data. Carketa may collect and use anonymized Aggregated Data for business monitoring and product improvement.
7.1 Fees. All fees are due in advance, are non-cancelable, and are non-refundable.
7.2 Non-Payment. Carketa may suspend Service if any undisputed invoice is thirty (30) days past due. Late payments accrue interest at 1.5% per month.
Each party agrees to protect the other party’s Confidential Information and use it only for the purposes of performing this Agreement. This obligation survives termination.
9.1 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS”. CARKETA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.2 Limitation of Liability. EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY’S AGGREGATE LIABILITY SHALL EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.1 Renewal. Subscriptions automatically renew unless notice of non-renewal is provided at least thirty (30) days before the end of the term.
10.2 Effect of Termination. Upon termination, all access to VelociFI ceases. Carketa shall have the right to permanently delete all Customer Data thirty (30) days after termination.
11.1 Assignment. Carketa may freely assign this Agreement.
11.2 Governing Law. his Agreement is governed by the laws of the State of Utah. Exclusive jurisdiction shall be the courts of Salt Lake County, Utah. Each party waives the right to trial by jury.
11.3 Statute of Limitations. No claim may be brought more than one (1) year after the basis for the claim was known or should have been known.
11.4 Publicity. Customer agrees Carketa/VelociFI may use Customer’s name and logo for marketing purposes.
11.5 Compliance and Export Control. Each party will comply with all applicable export-control, privacy, and anti-corruption laws. Customer represents and warrants that it is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and that Customer is not listed on any U.S. Government list of prohibited or restricted parties.
11.6 Future Features. Customer agrees it is purchasing based on features currently available at the time a Service Order is executed, and not in expectation of future functions.
11.7 Notices. Notices must be in writing and sent to the addresses identified in the Agreement.
11.8 Relationship. No agency, partnership, or joint venture is created by this Agreement.
11.9 Force Majeure. Force majeure events (Acts of God, war, pandemic, etc.) excuse the affected party from performance while the event continues.
11.10 Publicity. Customer agrees Carketa may use Customer’s name and logo on its website and marketing materials, subject to guidelines provided by Customer.
11.11 Entire Agreement. This Agreement and applicable Orders constitute the entire agreement. It may be executed in counterparts and via electronic signature.
11.12 Consent to Communications. By using the services, Customer agrees Carketa may contact them via email, text (SMS), or phone for service, billing, and promotional purposes.
11.13 Opt-Out. Customer may opt out of promotional communications, but service-related communications may still be required to utilize the Service.
11.14 Non-Solicitation. During the Term and for a period of twelve (12) months thereafter, Customer shall not, directly or indirectly, solicit for employment or hire any employee or contractor of Carketa who was involved in the performance of this Agreement.
