Enrich Layer - Data API for People and Companies

# Terms of Use _Last Updated: 2025-06-09_ Welcome to Enrich Layer, a product provided by Vertical Int, Inc., a Wyoming corporation ("Vertical Int," "we," "us," or "our"). These Terms of Service ("Terms" or "Agreement") govern your access to and use of our data products, services, platforms, websites, APIs, software, and related content (collectively, the "Services"). Enrich Layer offers APIs and tools for accessing and enriching publicly available and enterprise-authorized business information. These Terms apply to all users of the Services, including both free and paid accounts. Please read these Terms carefully. By accessing or using any part of the Services, you (“you,” “your,” or “User”) agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, you may not access or use the Services. ## **1. Acceptance of Terms** By accessing, using, registering for, or purchasing any part of the Services, you agree to these Terms and our Privacy Policy. If you do not agree, you may not use the Services. If you are using the Services on behalf of a company, organization, or other legal entity (an “Entity”), you represent and warrant that you are authorized to bind that Entity to these Terms. In that case, “you” and “your” refer to the Entity. If you are not authorized, or do not accept these Terms, you must not access or use the Services. You acknowledge that these Terms constitute a contract between you and Vertical Int, even though it is electronic and is not physically signed by you and Vertical Int. ## **2. Definitions** For purposes of these Terms, the following capitalized terms shall have the meanings set forth below. Other terms may be defined contextually within these Terms. “**Affiliate**” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that entity, whether through ownership of voting securities, by contract, or otherwise. “**Claim**” means any demand, claim, legal proceeding, action, or suit (whether in court, arbitration, or otherwise) brought by a third party. “**Confidential Information**” means any non-public information disclosed by one party (“**Disclosing Party**”) to the other party (“**Receiving Party**”) that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, Vertical Int Data, pricing, product roadmaps, and any non-public terms of use. “**Customer**” means the individual or legal entity that registers for, subscribes to, or otherwise uses the Services. “You” and “your” refer to the Customer unless otherwise specified. “**Data Processing Agreement**” or “**DPA**” means a separate written agreement between the parties governing the processing of personal data, when required under applicable data protection laws such as the GDPR or CCPA. “**Documentation**” means the user guides, API reference materials, onboarding instructions, or other materials made available by Vertical Int that describe the functionality or proper use of the Services. “**Force Majeure Event**” means any event beyond a party’s reasonable control, including but not limited to natural disasters, war, terrorism, labor disputes, utility or internet outages, governmental actions, pandemics, or any similar disruptive event that prevents performance of contractual obligations. “**Indemnitees**” means, with respect to a party, its affiliates, directors, officers, employees, agents, and licensors. “**Order Form**” means any ordering document, checkout interface, or other agreement that references these Terms and sets forth pricing, usage limits, subscription term, and commercial details for the Services. “**Personal Identifying Information**” or “**PII**” means information that identifies or could reasonably be linked to an individual person, including but not limited to name, email, address, phone number, government-issued IDs, IP addresses, or any similar identifier, as defined under Wyoming law, GDPR, CCPA, and other applicable privacy laws. “**Platform**” means any user-facing software, dashboard, API interface, website, or application through which the Services are accessed or delivered. “**Services**” means all products, APIs, software, analytics tools, enrichment capabilities, data, platforms, and related features provided by Vertical Int under these Terms, including Enrich Layer. “**Subscription Plan**” means the pricing tier, usage limits, and Service entitlements applicable to a Customer as specified in their Order Form or account settings. “**Terms**” means these Terms of Service and all documents and policies incorporated by reference. “**Third-Party Provider**” means any authorized data supplier, infrastructure partner, or service vendor used by Vertical Int in connection with delivering the Services. “**User Data**” means any data, content, or information uploaded, transmitted, submitted, or otherwise made available by or on behalf of you through your use of the Services, including any associated PII. User Data does not include Vertical Int Data. “**Vertical Int**” means Vertical Int, Inc., a Wyoming corporation, and its successors or assigns. “**Vertical Int Data**” means any data, reports, profiles, analytics, or derived outputs made available through the Services, whether created by Vertical Int or licensed from authorized third-party providers. Vertical Int Data excludes User Data. ## **3. Description of Services** Vertical Int, through its product Enrich Layer, provides a range of data-centric Services, which may include, but are not limited to, data enrichment, business intelligence, market analysis, lead generation, company and contact information databases, API access to specific datasets, data verification, and analytics platforms. The specific Services available to you may depend on your subscription plan or agreement with Vertical Int. Vertical Int continuously strives to improve its Services. We reserve the right to update, modify, enhance, or discontinue features or functionalities of the Services, or the Services in their entirety, at our sole discretion, with or without notice, unless otherwise required by applicable law or your specific agreement with us. We will endeavor to provide reasonable notice of any material deprecation or discontinuation of Services. You acknowledge that the Services, including Vertical Int Data, are based on information aggregated from public sources and authorized third-party providers. While Vertical Int employs commercially reasonable efforts to ensure the accuracy, completeness, and timeliness of the Vertical Int Data, we do not guarantee that the Vertical Int Data will be error-free, complete, or entirely up-to-date at all times. The Services are provided for informational purposes, and you are responsible for determining the suitability of the Services and Vertical Int Data for your intended use. ## **4. User Accounts & Responsibilities** **4.1. Account Creation**: To access certain features of the Services, you may be required to register for an account. You must be at least 18 years of age and have the legal capacity to enter into this Agreement. When creating an account, you agree to provide and maintain true, accurate, current, and complete information as prompted by the registration process. You agree to maintain and promptly update this information to keep it true, accurate, current, and complete. **4.2. Account Security**: You are solely responsible for maintaining the confidentiality of your account credentials, including your username, password, and any API keys provided to you. You are solely responsible for all activities that occur under your account or through the use of your credentials, whether or not authorized by you. You agree to notify Vertical Int immediately of any unauthorized use of your account, credentials, or any other breach of security. Vertical Int disclaims liability for any loss or damage resulting from your failure to meet these obligations. **4.3. Accurate Information**: You represent and warrant that all information you provide to Vertical Int, including but not limited to contact information (email address, phone number, physical address) and billing information, is and will remain accurate, complete, and current. Your failure to maintain accurate, complete, and current information, including a valid email address for notices, constitutes a material breach of these Terms. **4.4. User Conduct (General)**: You agree to use the Services only for lawful purposes and in compliance with these Terms, all applicable local, state, national, and international laws and regulations, and any associated documentation or policies provided by Vertical Int. ## **5. Acceptable Use Policy (AUP)** You agree not to use, nor permit any third party to use, the Services in any manner that: 1. Is illegal, fraudulent, or promotes any illegal, fraudulent, or harmful activity or enterprise. 2. Infringes upon or violates the Intellectual Property Rights, privacy rights, publicity rights, or any other rights of Vertical Int or any third party. 3. Transmits, stores, or distributes any viruses, worms, Trojan horses, malware, ransomware, or any other malicious or harmful code, files, or programs. 4. Attempts to gain unauthorized access to, disrupts, or interferes with the Services, Vertical Int's systems, networks, or infrastructure, or the accounts or data of other Users. 5. Involves scraping, data mining, data harvesting, or any other form of automated data extraction from the Services or Vertical Int Data using bots, spiders, or other automated means, except as expressly permitted via Vertical Int’s official APIs and in accordance with applicable API terms. 6. Places an unreasonable or disproportionately large load on Vertical Int's infrastructure, or otherwise interferes with the proper working of the Services. 7. Constitutes, promotes, or is used for the purpose of sending spam, unsolicited bulk email, or other unsolicited commercial communications. 8. Is defamatory, libelous, harassing, abusive, threatening, obscene, pornographic, or otherwise objectionable in Vertical Int's reasonable discretion. 9. Uses the Services or Vertical Int Data for any discriminatory purpose, including but not limited to discrimination based on race, color, religion, sex, national origin, age, disability, or any other protected characteristic. 10. Involves reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code or underlying ideas or algorithms of any part of the Services or Vertical Int Data, except to the extent such restriction is expressly prohibited by applicable law. 11. Involves reselling, sublicensing, distributing, or otherwise making the Services or Vertical Int Data available to any third party, except as expressly permitted by your subscription plan or a separate written agreement with Vertical Int. 12. Violates any applicable export control laws or regulations. You acknowledge and agree that your use of the Services must comply with all applicable data protection and privacy laws, including, where applicable, the General Data Protection Regulation (“GDPR”), the UK GDPR, the California Consumer Privacy Act (“CCPA”), and any other relevant data protection regulations. Our use of your personal data is governed by our Privacy Policy, which is incorporated by reference into these Terms. Vertical Int reserves the right, but does not assume the obligation, to investigate any actual or suspected violation of this AUP. In the event of a violation, Vertical Int may, in its sole discretion and without prior notice (unless required by law), take one or more of the following actions: (i) issue a warning; (ii) suspend or restrict your access to the Services; (iii) terminate your account and this Agreement; (iv) report the activity to law enforcement or other authorities; and/or (v) pursue any other remedy it deems appropriate. ## **6. Data Rights, Ownership, and Intellectual Property** **6.1. Vertical Int's Intellectual Property**: You acknowledge and agree that the Services, Vertical Int Data, and all underlying technology, software, algorithms, designs, user interfaces, branding (including trademarks, service marks, logos, and trade names), documentation, and content provided by Vertical Int as part of the Services, are and will remain the exclusive property of Vertical Int and its licensors. These are protected by copyright, trademark, patent, trade secret, and other Intellectual Property Rights laws in the United States and other countries. Except for the limited rights expressly granted to you under these Terms, Vertical Int and its licensors retain all right, title, and interest in and to the Services and Vertical Int Data. **6.2. License to User**: Subject to your compliance with these Terms and payment of any applicable fees, Vertical Int grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Services and Vertical Int Data solely for your internal business purposes, as contemplated by your specific subscription plan or order form. This license does not grant you any rights to: (i) sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Services or Vertical Int Data in any way, unless expressly permitted; (ii) modify, adapt, or create derivative works of the Services or Vertical Int Data, unless the specific Service feature allows for such modification (e.g., data enrichment); (iii) use the Services or Vertical Int Data to develop a competing product or service; or (iv) remove or alter any proprietary notices or labels on or in the Services or Vertical Int Data. All rights not expressly granted to you are reserved by Vertical Int. **6.3. User Data Ownership**: As between you and Vertical Int, you retain all right, title, and interest in and to your User Data. Vertical Int does not claim any ownership rights in your User Data. **6.4. License from User to Vertical Int**: You grant Vertical Int and its Affiliates a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (to its service providers and subcontractors who assist in providing the Services) license to host, store, access, use, process, reproduce, modify (e.g., to format for display or to enhance data), transmit, display, and distribute your User Data solely for the following purposes: (i) providing, maintaining, supporting, and improving the Services for you; (ii) preventing or addressing service, security, support, or technical issues; (iii) as required by law or legal process; and (iv) as otherwise expressly permitted by you in writing or as set forth in our Privacy Policy. This license survives termination only as long as your User Data remains on our systems and solely to the extent necessary to meet legal obligations, perform residual backups, or support limited service improvements as described herein. **6.5. Feedback**: If you provide Vertical Int with any feedback, suggestions, ideas, improvements, or recommendations regarding the Services ("Feedback"), you hereby grant Vertical Int a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and otherwise exploit such Feedback in any manner and for any purpose, without any obligation, attribution, or compensation to you. ## **7. Fees, Payments, and Subscriptions (If Applicable)** This section applies if you purchase access to paid Services or subscription plans. **7.1. Fees**: You agree to pay all fees specified in the applicable order form, subscription agreement, or on our website for the Services you select ("Fees"). Fees are quoted in U.S. Dollars unless otherwise stated. Except as otherwise specified herein or in an order form, (i) Fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable, and (iii) Fees paid are non-refundable. **7.2. Billing and Payment**: You will provide Vertical Int with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Vertical Int. If you provide credit card information, you authorize Vertical Int to charge such credit card for all Services listed in the order form for the initial subscription term and any renewal subscription term(s) as set forth in Section 7.4. (Subscription Renewals). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable order form. If the order form specifies that payment will be by a method other than a credit card, Vertical Int will invoice you in advance and otherwise in accordance with the relevant order form. Unless otherwise stated in the order form, invoiced charges are due net 30 days from the invoice date. All payments must be made in full without set-off, counterclaim, or deduction. **7.3. Late Payments**: If any invoiced amount is not received by Vertical Int by the due date, then without limiting our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) we may condition future subscription renewals and order forms on payment terms shorter than those specified in Section 7.2.. Failure to make timely payments is a material breach of these Terms, and Vertical Int may suspend or terminate your access to the Services. **7.4. Subscription Renewals**: If you purchase a subscription, your subscription will automatically renew for successive periods equal in length to the initial term (e.g., monthly or annually) unless you cancel your subscription through your account settings or by providing written notice to Vertical Int at least 60 days before the end of the then-current term. The renewal Fee will be the then-current Fee for your subscription plan unless otherwise agreed. **7.5. Taxes**: Our Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If Vertical Int has the legal obligation to pay or collect Taxes for which you are responsible under this section, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. Vertical Int is solely responsible for taxes assessable against it based on its own income, property, and employees. **7.6. Refund Policy**: All Fees are non-refundable unless expressly stated otherwise in these Terms, your specific order form, or as required by applicable law. Vertical Int does not provide refunds or credits for any partial subscription periods or unused Services. **7.7. Price Changes**: Vertical Int reserves the right to change the Fees or applicable charges and to institute new charges for the Services at any time, upon at least 60 days' prior notice to you (which may be sent by email or posted on our website). Your continued use of the Services after the effective date of any such changes constitutes your agreement to the updated pricing. ## **8. Privacy and Data Protection** **8.1. Privacy Policy**: Vertical Int's collection, use, disclosure, and protection of personal data, including any Personal Identifying Information (PII), is governed by our Privacy Policy. The Privacy Policy is incorporated by reference into these Terms. You acknowledge that you have read and understood the Privacy Policy. **8.2. User Data Security**: Vertical Int will implement and maintain reasonable and appropriate technical, administrative, and organizational measures designed to protect User Data, including any PII within User Data, against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. These measures shall be appropriate to the nature, scope, and risks of processing User Data. Further details about our practices are outlined in our Privacy Policy. **8.3. Data Processing Agreement (DPA)**: If your use of the Services involves Vertical Int processing PII on your behalf where you are the data controller (or equivalent term under applicable data protection law) and Vertical Int is the data processor (or equivalent), and such processing is subject to laws like the General Data Protection Regulation (GDPR) or the California Consumer Privacy Act (CCPA), you may be required to enter into a Data Processing Agreement (DPA) with Vertical Int. Please contact us at [[email protected]](mailto:[email protected]) to request our standard DPA. **8.4. Wyoming Data Breach Notification Compliance**: Vertical Int is committed to complying with applicable laws regarding the security of PII. In accordance with Wyoming Statute § 40-12-502, if Vertical Int becomes aware of a "breach of the security of the system" (as defined in W.S. § 40-12-502) that it determines has resulted in or is reasonably likely to result in the misuse of PII about a Wyoming resident, Vertical Int will: 1. Conduct in good faith a reasonable and prompt investigation to determine the likelihood that PII has been or will be misused. 2. If such misuse has occurred or is reasonably likely to occur, provide notice to the affected Wyoming resident(s) as soon as possible and without unreasonable delay, consistent with the legitimate needs of law enforcement and any measures necessary to determine the scope of the breach and to restore the reasonable integrity of the data system. 3. Such notice will be clear and conspicuous and provided in a manner consistent with W.S. § 40-12-502(d) (e.g., written notice, electronic mail notice, or substitute notice if applicable thresholds are met). The notice will include, at a minimum, the information required by W.S. § 40-12-502(e), such as a toll-free number to contact Vertical Int, the types of PII believed to be subject to the breach, a general description of the breach, the approximate date of the breach (if determinable), and a general description of actions taken by Vertical Int to protect the system from further breaches. **8.5. User's Responsibilities for Data**: You are solely responsible for your User Data, including ensuring that: (i) you have all necessary rights, consents, and permissions to collect, use, and share User Data in connection with the Services; (ii) your collection, use, and sharing of User Data complies with all applicable privacy and data protection laws, rules, and regulations (including, if applicable, providing necessary notices and obtaining consents from individuals whose PII you provide to Vertical Int or manage through the Services); and (iii) User Data does not infringe or violate the rights of any third party. Vertical Int is not responsible for the legality of your User Data collection or processing activities. ## **9. Confidentiality** **9.1. Definition of Confidential Information**: "Confidential Information" is defined in Section 2. Additionally, the terms of any non-public agreement between you and Vertical Int, and any non-public information exchanged in connection with support or services, will be considered Confidential Information. **9.2. Obligations**: Each party (as a "Receiving Party") agrees to: (i) hold the other party's (the "Disclosing Party") Confidential Information in strict confidence; (ii) use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms; and (iii) not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent, except as expressly permitted herein. The Receiving Party will use the same degree of care to protect the Confidential Information as it uses for its own information of a similar nature, but in no event less than reasonable care. **9.3. Permitted Disclosures**: The Receiving Party may disclose Confidential Information to its employees, officers, directors, agents, contractors, and legal or financial advisors (collectively, "Representatives") who have a legitimate need to know such information for purposes consistent with this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein. The Receiving Party will be responsible for any breach of these confidentiality provisions by its Representatives. **9.4. Exceptions**: The obligations of confidentiality will not apply to any information that the Receiving Party can demonstrate: (i) was already lawfully known to the Receiving Party at the time of disclosure, free of any obligation of confidentiality; (ii) was or becomes generally available to the public through no wrongful act of the Receiving Party; (iii) was rightfully received by the Receiving Party from a third party who was not under any obligation of confidentiality; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. **9.5. Compelled Disclosure**: If the Receiving Party is compelled by law, regulation, or court order to disclose any Confidential Information of the Disclosing Party, it will (if legally permitted) provide the Disclosing Party with prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the Receiving Party will furnish only that portion of the Confidential Information which it is legally required to disclose and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. **9.6. Duration of Obligations**: The obligations of confidentiality set forth herein will survive the termination or expiration of this Agreement and will continue for a period of five (5) years thereafter; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, the obligations of confidentiality will continue for as long as such information remains a trade secret. ## **10. Term and Termination** **10.1. Term**: This Agreement commences on the date you first accept these Terms (as described in the Preamble and Section 1) and will continue in effect until terminated as set forth herein (the "Term"). If you have subscribed to a specific Service for a defined period (e.g., monthly or annually), the initial term of your subscription will be as specified in your order form or account settings. **10.2. Termination by User**: You may terminate this Agreement and your account at any time by following the account cancellation procedures provided within the Services or by providing written notice to Vertical Int at [[email protected]](mailto:[email protected]). Termination will be effective upon Vertical Int's processing of your request, or at the end of your then-current prepaid subscription term, if applicable. No refunds will be provided for any prepaid Fees unless expressly stated in these Terms or in your order form. **10.3. Termination or Suspension by Vertical Int**: Vertical Int may terminate this Agreement and your account, or suspend your access to all or part of the Services, with or without notice, for any of the following reasons: 1. For Cause: Immediately, if you materially breach any provision of these Terms (including, without limitation, failure to pay applicable Fees, violation of the AUP (Section 5), or breach of confidentiality obligations (Section 9)). 2. For Insolvency: Immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. 3. For Convenience (for unpaid services or general service discontinuation): For Users of free Services, Vertical Int may terminate or suspend access at any time for any reason. For paid Services, Vertical Int may decide to discontinue the Services in their entirety or a material part thereof, in which case Vertical Int will endeavor to provide you with at least 30 days' prior written notice and may, in its discretion, offer a pro-rata refund for any prepaid, unused Fees for the discontinued Service. Vertical Int also reserves the right to suspend access to the Services if it reasonably believes that your activity is harming the Services, Vertical Int, or other users, or to investigate suspected violations of these Terms. **10.4. Effect of Termination**: Upon termination or expiration of this Agreement for any reason: 1. All rights and licenses granted to you under this Agreement will immediately cease. 2. You must immediately cease all use of the Services and Vertical Int Data. 3. You will remain liable for all outstanding Fees accrued prior to the effective date of termination, which will become immediately due and payable. 4. Data Handling: You are responsible for exporting any User Data to which you desire continued access prior to termination. Vertical Int will have no obligation to maintain or provide your User Data after 30 days following termination, and may thereafter, unless legally prohibited, delete all User Data in its systems or otherwise in its possession or under its control, in accordance with its data retention policies and applicable law. Specific data retention and deletion practices are further detailed in our Privacy Policy. 5. Survival: The following Sections will survive any termination or expiration of this Agreement: 2 (Definitions), 6.1. (Vertical Int's Intellectual Property), 6.3. (User Data Ownership, as to retained rights), 6.5. (Feedback), 7 (Fees, Payments, and Subscriptions, for amounts due), 8 (Privacy and Data Protection, as to ongoing obligations), 9 (Confidentiality), 10.4. (Effect of Termination), 11 (Disclaimers and Limitation of Liability), 12 (Indemnification), 13 (Governing Law and Dispute Resolution), 14 (Compliance with Laws, as to ongoing obligations), 16 (Notices and Contact Information, for post-termination notices), and 17 (Miscellaneous Provisions). ## **11. Disclaimers and Limitation of Liability** **11.1. "AS IS" AND "AS AVAILABLE" DISCLAIMER**: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL VERTICAL INT DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VERTICAL INT AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE. VERTICAL INT DOES NOT WARRANT THAT THE SERVICES OR VERTICAL INT DATA WILL BE ACCURATE, COMPLETE, CURRENT, UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES AND VERTICAL INT DATA IS AT YOUR SOLE RISK. **11.2. LIMITATION OF LIABILITY (MONETARY CAP)**: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERTICAL INT, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY AGGREGATE AMOUNT EXCEEDING THE GREATER OF (I) THE TOTAL FEES ACTUALLY PAID BY YOU TO VERTICAL INT FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, OR (II) ONE HUNDRED U.S. DOLLARS ($100.00) IF NO FEES WERE PAID. THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF VERTICAL INT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. **11.3. EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES**: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERTICAL INT, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR VERTICAL INT DATA, EVEN IF VERTICAL INT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. **11.4. BASIS OF THE BARGAIN**: THE PARTIES ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS OF WARRANTIES AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION XI ARE FUNDAMENTAL AND ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND VERTICAL INT WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON AN ECONOMICALLY REASONABLE BASIS WITHOUT SUCH LIMITATIONS. **11.5. ACKNOWLEDGEMENT AND WAIVER REGARDING DATA ACQUISITION**: YOU ACKNOWLEDGE THAT VERTICAL INT DATA IS COMPILED AND AGGREGATED FROM A VARIETY OF THIRD-PARTY PUBLIC SOURCES AND AUTHORIZED PROVIDERS. VERTICAL INT PRIMARILY LICENSES DATA FROM OTHER BUSINESSES AND PUBLIC RECORDS AND DOES NOT ENGAGE IN UNAUTHORIZED COLLECTION FROM PRIVATE OR RESTRICTED PLATFORMS, INCLUDING WEB SCRAPING OF LOGIN-PROTECTED OR NON-PUBLIC WEBSITES, OR DIRECT OUTREACH TO INDIVIDUALS FOR THE PURPOSE OF PERSONAL DATA COLLECTION. YOU UNDERSTAND AND AGREE THAT THE SPECIFIC METHODS AND SOURCES OF DATA ACQUISITION BEYOND THE GENERAL DESCRIPTIONS PROVIDED ARE PROPRIETARY AND CONSTITUTE CONFIDENTIAL INFORMATION OF VERTICAL INT. BY LICENSING AND USING VERTICAL INT DATA, YOU ACCEPT SUCH DATA "AS IS" WITH RESPECT TO ITS ORIGINS AND THE MANNER OF ITS ACQUISITION. YOU HEREBY WAIVE AND AGREE NOT TO ASSERT ANY CLAIM, CAUSE OF ACTION, OR DEMAND AGAINST VERTICAL INT OR ITS AFFILIATES ARISING FROM OR RELATING TO THE METHODS OR SOURCES OF DATA ACQUISITION, EXCEPT TO THE EXTENT A CLAIM IS BASED SOLELY AND DIRECTLY ON VERTICAL INT’S ADJUDICATED GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR MATERIAL VIOLATION OF APPLICABLE LAW OR ITS PUBLISHED PRIVACY POLICY IN CONNECTION WITH SUCH DATA ACQUISITION. YOU AGREE THAT YOU ARE NOT RELYING ON ANY REPRESENTATION BY VERTICAL INT REGARDING THE SPECIFIC SOURCES OR METHODS OF DATA ACQUISITION BEYOND WHAT IS EXPRESSLY STATED IN THESE TERMS OR THE PRIVACY POLICY. **11.6. JURISDICTIONAL EXCEPTIONS**: SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW. ## **12. Indemnification** You agree to indemnify, defend, and hold harmless Vertical Int, its Affiliates, and their respective officers, directors, employees, agents, and licensors (collectively, the "Vertical Int Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and expenses) (collectively, "Claims") arising out of or relating to: 1. Your access to or use of the Services or Vertical Int Data in violation of these Terms or applicable law; 2. Your User Data, including but not limited to any Claim that your User Data, or Vertical Int’s use of such data in accordance with these Terms, infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, or other right of any third party, or violates any applicable law or regulation; 3. Your violation of any provision of these Terms; 4. Your violation of any applicable law, rule, or regulation; or 5. Your gross negligence or willful misconduct. Vertical Int agrees to provide you with prompt written notice of any Claim for which indemnification is sought; provided, however, that failure to provide prompt notice will not relieve you of your obligations except to the extent you are materially prejudiced by such failure. Vertical Int reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with Vertical Int’s defense of such Claims. You may not settle any Claim subject to indemnification without Vertical Int’s prior written consent, which will not be unreasonably withheld, if the proposed settlement (i) imposes any monetary or injunctive obligation on a Vertical Int Indemnitee, (ii) includes any admission of liability, or (iii) requires a Vertical Int Indemnitee to take or refrain from taking any action. ## **13. Governing Law and Dispute Resolution** **13.1. Governing Law**: These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your relationship with Vertical Int (whether in contract, tort, statute, or otherwise) will be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. **13.2. Informal Dispute Resolution**: Vertical Int is committed to customer satisfaction. If you have a dispute or concern, we encourage you to first contact our support team at [[email protected]](mailto:[email protected]) to attempt to resolve the issue informally before pursuing formal legal action. Most disputes can be resolved this way. **13.3. Mandatory Arbitration**: 1. Agreement to Arbitrate: Except for disputes that qualify for small claims court or disputes relating to the enforcement or validity of Vertical Int's Intellectual Property Rights (as set forth in Section 13.5.), you and Vertical Int agree that any and all disputes, claims, or controversies arising out of or relating to these Terms, the Services, or your relationship with Vertical Int shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 13. 2. Arbitration Procedures: The arbitration will be conducted by a single, neutral arbitrator selected in accordance with the AAA Rules. The arbitration will be held in Cheyenne, Laramie County, Wyoming, or another location mutually agreed upon by the parties. The arbitrator's decision will be final and binding, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator may grant any remedy available in court, subject to the limitations in these Terms. 3. Arbitration Fees: Filing, administration, and arbitrator fees will be governed by the AAA Rules. Vertical Int will reimburse these fees for claims under $10,000, unless the arbitrator finds the claim to be frivolous. For claims over $10,000, fees will be allocated as determined by the arbitrator. 4. Confidentiality: The arbitration proceedings (including all documents, filings, testimony, and the award) will remain confidential, except where disclosure is required to enforce the award or by applicable law. **13.4. Class Action Waiver**: YOU AND VERTICAL INT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND VERTICAL INT AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE, THIS ENTIRE ARBITRATION CLAUSE (SECTION 13.3.) WILL BE DEEMED NULL AND VOID. **13.5. Exceptions to Arbitration**: Notwithstanding the foregoing, either party may bring an individual action in small claims court if the claim qualifies. Nothing in this Section limits either party’s right to seek injunctive or equitable relief from a court of competent jurisdiction in cases involving actual or threatened infringement, misappropriation, or violation of that party’s intellectual property rights. **13.6. Venue for Permitted Litigation**: If the agreement to arbitrate is found not to apply to you or your claim, or if any dispute proceeds in court rather than arbitration for any reason, you and Vertical Int agree that any such legal suit, action, or proceeding shall be instituted exclusively in the state or federal courts located in Laramie County, Wyoming. You and Vertical Int waive any objection to venue or jurisdiction in those courts. ## **14. Compliance with Laws** **14.1. General Compliance**: You agree to access and use the Services in compliance with all applicable local, state, national, and international laws, rules, and regulations. This includes, but is not limited to, laws related to data privacy and protection, information security, intellectual property, export controls (e.g., U.S. Export Administration Regulations), anti-spam laws (e.g., the CAN-SPAM Act), and anti-bribery or anti-corruption statutes (e.g., the U.S. Foreign Corrupt Practices Act). **14.2. Vertical Int's Compliance**: Vertical Int will comply with all applicable laws and regulations in its provision of the Services. **14.3. Jurisdictional Use**: The Services are controlled and operated by Vertical Int from its offices within the United States. Vertical Int makes no representation that the Services are appropriate or available for use in other locations. Those who choose to access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law, if and to the extent local laws are applicable. Access to the Services from jurisdictions where such use is unlawful, unauthorized, or restricted is strictly prohibited. **14.4. Commitment to Fair Practices**: These Terms are intended to be fair and transparent. Vertical Int is committed to conducting its business in a manner consistent with the principles of consumer protection, including those reflected in the Wyoming Consumer Protection Act (W.S. § 40-12-101 et seq.). This includes a commitment to avoiding misleading statements, deceptive practices, or unfair contract terms in connection with the Services. ## **15. Modifications to Terms** Vertical Int reserves the right, in its sole discretion, to modify, amend, or update these Terms at any time. If we make material changes to these Terms, we will provide you with notice of such changes, such as by sending an email to the address associated with your account, by posting a notice on our website, or by providing a notice through the Services. Non-material changes may take effect immediately upon being posted. For material changes, the modifications will become effective thirty (30) days after we provide notice, or upon your express acceptance of the modified Terms, whichever occurs first. Your continued access to or use of the Services after the effective date constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, your sole and exclusive remedy is to terminate your account and cease all use of the Services. It is your responsibility to review these Terms periodically. The “Last Updated” date at the top of these Terms reflects the most recent changes. ## **16. Notices and Contact Information** **16.1. Notices to Vertical Int**: Any legal notices or other formal communications required or permitted under these Terms must be in writing and sent to Vertical Int at the following address: Vertical Int, Inc. Attn: Legal Department 61G Avenida de Orinda Orinda, California 94563 USA [[email protected]](mailto:[email protected]) Notices will be deemed received upon actual receipt by Vertical Int if delivered by nationally recognized overnight courier or certified mail (return receipt requested); or upon confirmation of receipt by Vertical Int via email (excluding automated replies). General support inquiries should be sent to [[email protected]](mailto:[email protected]). **16.2. Notices to User**: Vertical Int may provide notices to you under these Terms by: (i) posting a notice on the Vertical Int website; (ii) sending a message to the email address then associated with your account; or (iii) providing a notification through the Services. Notices posted on our website will be deemed given on the date of posting. Notices sent by email will be deemed given at the time sent by Vertical Int, regardless of whether you open or read the message. It is your responsibility to keep your contact details, including your email address, accurate and up to date. **16.3. Vertical Int Contact Information**: Vertical Int, Inc. 61G Avenida de Orinda Orinda, California 94563 USA General inquiries: [[email protected]](mailto:[email protected]) Legal inquiries: [[email protected]](mailto:[email protected]) Privacy inquiries: [[email protected]](mailto:[email protected]) ## **17. Miscellaneous Provisions** **17.1. Entire Agreement**: These Terms, together with our Privacy Policy, any applicable order forms or subscription agreements, any Data Processing Agreement (if applicable), and any other documents expressly incorporated by reference herein, constitute the entire agreement between you and Vertical Int with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, communications, representations, and proposals, whether oral or written, between you and Vertical Int. **17.2. Severability**: If any provision of these Terms is found by a court of competent jurisdiction or an arbitrator to be unenforceable or invalid, that provision will be limited or modified to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The remaining provisions of these Terms will continue in full force and effect. **17.3. Waiver**: No waiver of any term or condition of these Terms by Vertical Int shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure to enforce a provision shall not constitute a waiver unless expressly stated in writing and signed by an authorized representative. **17.4. Assignment**: You may not assign or transfer this Agreement or any of your rights or obligations hereunder, whether by operation of law or otherwise, without Vertical Int's prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. Vertical Int may freely assign or transfer this Agreement, or any of its rights and obligations hereunder, without your consent, in connection with a merger, acquisition, reorganization, consolidation, sale of all or substantially all of its assets, or other similar transaction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns. **17.5. Force Majeure**: Neither party will be liable for any failure or delay in the performance of its obligations under these Terms (except for payment obligations) if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, pandemics, epidemics, or shortages of transportation facilities, fuel, energy, labor, or materials ("Force Majeure Event"). The affected party will provide prompt notice to the other party of the Force Majeure Event and will use commercially reasonable efforts to resume performance as soon as practicable. **17.6. Headings**: The section headings and titles in these Terms are for convenience only and shall not affect their interpretation. **17.7. No Agency, Partnership, or Joint Venture**: No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and neither party has any authority of any kind to bind the other party in any respect whatsoever. **17.8. Third-Party Beneficiaries**: Except as expressly provided herein (e.g., Vertical Int Indemnitees in Section 12), there are no third-party beneficiaries to this Agreement. **17.9. Language**: These Terms are written in the English language. Vertical Int may provide translations of these Terms for convenience. In the event of any conflict or discrepancy between the English version and any translated version, the English version shall prevail and be controlling. **17.10. Construction**: The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" is not exclusive. **17.11. No Estoppel by Vertical Int**: No conduct or delay by Vertical Int in exercising any right or remedy shall be deemed an estoppel or waiver. Any such waiver must be in writing and signed by an authorized representative. No single or partial exercise of a right shall preclude further exercise of that right or any other right. **17.12. No Claims for Permitted Use**: You acknowledge and agree that by accessing, subscribing to, or otherwise using the Services, including any Vertical Int Data, you are expressly authorizing and paying for such use. To the maximum extent permitted by law, you waive and release any claim, demand, or cause of action against Vertical Int (and its affiliates, officers, directors, and employees) arising out of or related to the same use, purpose, or outcome for which you obtained the Services. You further agree that you will not assert any claim against Vertical Int based on the authorized use of the Services or Vertical Int Data, where such use was expressly permitted or contemplated under your subscription or agreement.