Your Access, Guided by Clarity and Confidence
At V3 Cybersecurity, we delivers clarity through our End User Subscription Agreement, giving you straightforward terms that protect, empower, and simplify the Minerva journey.
End User Subscription Agreement
Last Updated: 09/26/25
This End User License Agreement (the “Agreement”), effective as of the last signature date below (the “Effective Date”), is between V3 Cybersecurity, Inc., a Florida corporation with principal address at 9838 Old Baymeadows Rd #335, Jacksonville, FL 32256 (“V3”), and the customer identified on the signature page or applicable Order (“Customer”).
This End User License Agreement (the “Agreement”), effective as of the last signature date below (the “Effective Date”), is between V3 Cybersecurity, Inc., a Florida corporation with principal address at 9838 Old Baymeadows Rd #335, Jacksonville, FL 32256 (“V3”), and the customer identified on the signature page or applicable Order (“Customer”).
Scope; Orders; Online Terms
Scope.
This Agreement governs Customer’s purchase, access, and use of V3 products and services, including software-as-a-service (“SaaS”), software (“Software”), hardware (“Hardware”), deployment or professional services (“Services”), support (“Support Services”), and any updates or enhancements (collectively, the “Products”). If V3 Cybersecurity, Inc. introduces new Products in the future, such Products will be governed by this Agreement.
Orders.
Customer and its Affiliates may order Products via V3-approved order forms, SOWs, quotes, or purchase orders referencing this Agreement (each, an “Order”). No Products are provided until V3 accepts an Order.
Click-Through Acceptance.
If Customer proceeds to install, download, access, deploy, or use any Product, Customer agrees to this Agreement and represents it is authorized to bind Customer.
Updates.
V3 may update this Agreement from time to time at https://v3cybersecurity.com/eusa. For active Subscription Terms, material adverse changes will apply on the next renewal unless earlier agreed.
Order of Precedence.
In case of conflict: Order (including any agreed SOW-specific terms) > this Agreement > Product Sheets/Policies referenced herein.
This Agreement governs Customer’s purchase, access, and use of V3 products and services, including software-as-a-service (“SaaS”), software (“Software”), hardware (“Hardware”), deployment or professional services (“Services”), support (“Support Services”), and any updates or enhancements (collectively, the “Products”). If V3 Cybersecurity, Inc. introduces new Products in the future, such Products will be governed by this Agreement.
Orders.
Customer and its Affiliates may order Products via V3-approved order forms, SOWs, quotes, or purchase orders referencing this Agreement (each, an “Order”). No Products are provided until V3 accepts an Order.
Click-Through Acceptance.
If Customer proceeds to install, download, access, deploy, or use any Product, Customer agrees to this Agreement and represents it is authorized to bind Customer.
Updates.
V3 may update this Agreement from time to time at https://v3cybersecurity.com/eusa. For active Subscription Terms, material adverse changes will apply on the next renewal unless earlier agreed.
Order of Precedence.
In case of conflict: Order (including any agreed SOW-specific terms) > this Agreement > Product Sheets/Policies referenced herein.
1. Definitions
“Affiliate” means any entity controlling, controlled by, or under common control with a party, where “control” means ownership or control of >50% of voting interests or management power.
“Aggregated Data” means Customer Data that has been (i) de-identified to remove personal identifiers and (ii) combined with other data so it cannot reasonably identify Customer or an individual.
“Anonymized” means processed to irreversibly prevent identification of a natural person, consistent with applicable law.
“Confidential Information” means information disclosed by a party that is identified as confidential or should reasonably be understood to be confidential, including Customer Data, Personal Data, Product information, security reports, pricing, and terms.
“Customer Data” means data or information (including configurations, logs, uploads, ticket content) that Customer or Customer Users submit to or generate within the Products.
“Customer User” means an employee, contractor, or other person authorized by Customer to use the Products under Customer’s account.
“Documentation” means V3’s then-current user guides, runbooks, and policies for the Products.
“Evaluation Products” means Products provided solely for proof-of-concept, beta, trial, interactive demo, or other time-limited evaluation.
“Fees” means any fees paid or to be paid for Products under an Order (SOW or Quote).
“Force Majeure Event” means an event which is unforeseeable, beyond the control of the party affected, and cannot be remedied by the exercise of reasonable diligence, including without limitation: acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes; computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within V3 Cybersecurity, Inc.’s possession or reasonable control; and denial of service attacks.
“Infrastructure” means the V3 Cybersecurity, Inc.-provided infrastructure including hardware, software, and third-party hosting used to connect to the SaaS, as further described in the Product Sheets.
“Intellectual Property Rights” means all national and worldwide intellectual property rights, including patents, copyrights, trade secrets, trademarks, moral rights, and related interests.
“Order” means a written order form/sales proposal, purchase order, or similar ordering document for Products submitted to, and approved, by V3 Cybersecurity, Inc. and/or Partner.
“Personal Data” means information relating to an identified or identifiable natural person processed by V3 on Customer’s behalf.
“Product Sheets” means the pages at https://www.v3cybersecurity.com describing specific Products, service levels, Support, technical and use limitations, and any Product-specific terms.
“SaaS” means the subscription cloud-based service provided by V3 Cybersecurity, Inc. for the Subscription Term set forth in the Order, or as further described in the Product Sheets.
“Subscription Term” means the Initial Subscription Term and any Renewal Subscription Terms stated in the Order.
“Usage Data” means telemetry, analytics, and log data generated by the Products about configuration, performance, security events, and usage (excluding the substance of Customer Data).
“V3 Materials” means V3 Technology, Documentation, templates, reports, know-how, methods, and other materials furnished or displayed by V3.
“V3 Technology” means the Products and underlying technology (in object/source code), infrastructure, algorithms, models, and architectures.
“Aggregated Data” means Customer Data that has been (i) de-identified to remove personal identifiers and (ii) combined with other data so it cannot reasonably identify Customer or an individual.
“Anonymized” means processed to irreversibly prevent identification of a natural person, consistent with applicable law.
“Confidential Information” means information disclosed by a party that is identified as confidential or should reasonably be understood to be confidential, including Customer Data, Personal Data, Product information, security reports, pricing, and terms.
“Customer Data” means data or information (including configurations, logs, uploads, ticket content) that Customer or Customer Users submit to or generate within the Products.
“Customer User” means an employee, contractor, or other person authorized by Customer to use the Products under Customer’s account.
“Documentation” means V3’s then-current user guides, runbooks, and policies for the Products.
“Evaluation Products” means Products provided solely for proof-of-concept, beta, trial, interactive demo, or other time-limited evaluation.
“Fees” means any fees paid or to be paid for Products under an Order (SOW or Quote).
“Force Majeure Event” means an event which is unforeseeable, beyond the control of the party affected, and cannot be remedied by the exercise of reasonable diligence, including without limitation: acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes; computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within V3 Cybersecurity, Inc.’s possession or reasonable control; and denial of service attacks.
“Infrastructure” means the V3 Cybersecurity, Inc.-provided infrastructure including hardware, software, and third-party hosting used to connect to the SaaS, as further described in the Product Sheets.
“Intellectual Property Rights” means all national and worldwide intellectual property rights, including patents, copyrights, trade secrets, trademarks, moral rights, and related interests.
“Order” means a written order form/sales proposal, purchase order, or similar ordering document for Products submitted to, and approved, by V3 Cybersecurity, Inc. and/or Partner.
“Personal Data” means information relating to an identified or identifiable natural person processed by V3 on Customer’s behalf.
“Product Sheets” means the pages at https://www.v3cybersecurity.com describing specific Products, service levels, Support, technical and use limitations, and any Product-specific terms.
“SaaS” means the subscription cloud-based service provided by V3 Cybersecurity, Inc. for the Subscription Term set forth in the Order, or as further described in the Product Sheets.
“Subscription Term” means the Initial Subscription Term and any Renewal Subscription Terms stated in the Order.
“Usage Data” means telemetry, analytics, and log data generated by the Products about configuration, performance, security events, and usage (excluding the substance of Customer Data).
“V3 Materials” means V3 Technology, Documentation, templates, reports, know-how, methods, and other materials furnished or displayed by V3.
“V3 Technology” means the Products and underlying technology (in object/source code), infrastructure, algorithms, models, and architectures.
2. Rights; Restrictions
2.1 SaaS Access. Subject to this Agreement and the Order, V3 grants Customer a non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the SaaS solely for Customer’s internal business purposes and in accordance with the Documentation and seat/tenant/scope limitations in the Order.
2.2 Software License. If the Order includes Software, V3 grants a non-exclusive, non-transferable, revocable license during the Subscription Term (or if expressly perpetual in the Order, then perpetual for that build) to install and use the object code solely with the SaaS or as described in the Documentation. Customer and any Customer Affiliate agrees that its purchase of any Products is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by V3 Cybersecurity, Inc. with respect to any future functionality or features.
2.3 Services. V3 will perform Services and Support Services as described in the applicable SOW or Product Sheets in a professional manner consistent with industry standards.
2.4 Evaluation/Beta. Evaluation Products are provided solely for non-production internal evaluation for up to thirty (30) days (or as stated in writing). Trials may be on a shared instance. Evaluation Products are provided AS IS and without warranties; V3 may disable access at trial end. Customer must delete related Software and Documentation at trial end. Sections 7 (Confidentiality), 9.6 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnity), 12 (Privacy), 13 (Export), and 15 (General) survive with respect to Evaluation Products.
2.5 Acceptable Use & Technical Restrictions. Customer shall not, and shall not permit any third party to:
2.6 AI/ML- Acceptable Use. With respect to any AI-enabled features or model-driven functionality in the Products (“AI Features”), Customer shall not:
2.7 AI Outputs; Responsibility. AI Features may generate outputs based on patterns and inputs (“AI Output”). Subject to Section 6 and third-party rights, as between the parties and to the extent permitted by law, V3 assigns to Customer its right, title, and interest in AI Output generated for Customer. Customer is responsible for independently reviewing AI Output for accuracy, bias, and fitness; AI Output is not legal, medical, financial, or compliance advice.
2.8 Open Source & Third-Party Components. The Products may include third-party and open source components subject to their licenses, which are incorporated by reference; V3 will make applicable notices available upon request.
2.2 Software License. If the Order includes Software, V3 grants a non-exclusive, non-transferable, revocable license during the Subscription Term (or if expressly perpetual in the Order, then perpetual for that build) to install and use the object code solely with the SaaS or as described in the Documentation. Customer and any Customer Affiliate agrees that its purchase of any Products is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by V3 Cybersecurity, Inc. with respect to any future functionality or features.
2.3 Services. V3 will perform Services and Support Services as described in the applicable SOW or Product Sheets in a professional manner consistent with industry standards.
2.4 Evaluation/Beta. Evaluation Products are provided solely for non-production internal evaluation for up to thirty (30) days (or as stated in writing). Trials may be on a shared instance. Evaluation Products are provided AS IS and without warranties; V3 may disable access at trial end. Customer must delete related Software and Documentation at trial end. Sections 7 (Confidentiality), 9.6 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnity), 12 (Privacy), 13 (Export), and 15 (General) survive with respect to Evaluation Products.
2.5 Acceptable Use & Technical Restrictions. Customer shall not, and shall not permit any third party to:
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copy, modify, translate, or create derivative works of the Products or V3 Materials;
- reverse engineer, decompile, or attempt to access source code except to the extent such restriction is prohibited by law;
- access the Products to build a competitive product or for benchmarking or comparisons intended for public dissemination without V3’s prior written consent (regulatory disclosures excepted);
- interfere with or disrupt the Products; upload malware; perform unapproved penetration/load testing;
- send spam or unlawful content; violate export/sanctions laws; or access from embargoed territories;
- exceed authorized scope, seats, or metrics; share credentials; or circumvent technical controls.
2.6 AI/ML- Acceptable Use. With respect to any AI-enabled features or model-driven functionality in the Products (“AI Features”), Customer shall not:
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use AI Features to train, fine-tune, or improve competing foundation or generative models (directly or via prompts, scraping, or bulk export), except as expressly permitted in an Order;
- attempt to re-identify anonymized data, infer sensitive attributes, or generate synthetic PII;
- create or disseminate content that is unlawful, deceptive impersonation/deepfakes, exploitative, or reasonably likely to cause physical, financial, or reputational harm;
- use AI Features for autonomous decisioning on high-risk critical functions (e.g., physical safety systems, medical diagnosis, or credit decisions) without appropriate human review and documented controls;
- use prompt injection, jailbreaks, or other adversarial techniques to bypass safeguards;
- upload or process biometric identifiers (e.g., faceprints, voiceprints) unless expressly authorized in writing and compliant with applicable law;
- submit third-party data without a lawful basis and required notices/consents.
2.7 AI Outputs; Responsibility. AI Features may generate outputs based on patterns and inputs (“AI Output”). Subject to Section 6 and third-party rights, as between the parties and to the extent permitted by law, V3 assigns to Customer its right, title, and interest in AI Output generated for Customer. Customer is responsible for independently reviewing AI Output for accuracy, bias, and fitness; AI Output is not legal, medical, financial, or compliance advice.
2.8 Open Source & Third-Party Components. The Products may include third-party and open source components subject to their licenses, which are incorporated by reference; V3 will make applicable notices available upon request.
3. Term; Renewal; Suspension
3.1 Agreement Term. This Agreement starts on the Effective Date and continues until terminated as provided herein.
3.2 Subscription Term. Each Order specifies the Initial Subscription Term and any renewals. Unless otherwise stated, subscriptions renew for successive one-year terms at then-current rates (subject to a maximum annual increase of 7% over the immediately preceding term) unless either party gives non-renewal notice at least thirty (30) days before the end of the then-current term.
3.3 Suspension. V3 may suspend access immediately upon notice if:
3.2 Subscription Term. Each Order specifies the Initial Subscription Term and any renewals. Unless otherwise stated, subscriptions renew for successive one-year terms at then-current rates (subject to a maximum annual increase of 7% over the immediately preceding term) unless either party gives non-renewal notice at least thirty (30) days before the end of the then-current term.
3.3 Suspension. V3 may suspend access immediately upon notice if:
- undisputed fees are more than 10 days past due;
- Customer breaches Sections 2.5 or 2.6; or
- suspension is needed to address a security, legal, or operational risk.
4. Customer Obligations; Audit
4.1 Customer Responsibilities. Customer will:
- provide timely information and cooperation reasonably required for the Products;
- maintain the confidentiality and security of credentials;
- use the Products in accordance with Documentation and law.
4.2 Environment & Access. Customer will communicate applicable site, data, and security rules where V3 performs on-prem work. Customer remains responsible for its systems, networks, and third-party tools not provided by V3.
4.3 Audit of Fees/Use. No more than once annually and on 30 days’ notice, V3 may request (or Customer may engage an independent auditor bound by confidentiality to provide) reasonable records to verify compliance with scope/metrics and fees. Over/under-usage will be reconciled consistent with Order metrics.
4.4 Entitlement. Annualized Services must be used each year during the term of the applicable SOW and such Services cannot be used and/or credited in subsequent years. Any Services not used within such timeframes shall be forfeited unless jointly agreed to in writing by authorized parties.
5. Fees; Taxes; Invoicing
5.1 Fees. Fees are as stated in the Order or SOW. Unless otherwise stated, travel and expenses are additional at cost and pre-approved.
5.2 Invoicing & Payment. Unless otherwise stated, fees are invoiced upon Order execution (subscriptions) or as Services milestones complete, and are due net 30 days from invoice date. Fees for purchased Hardware are due upon Order.
5.3 Late Payments. Undisputed overdue amounts accrue interest at 1.5% per month (or the maximum permitted by law), and V3 may recover reasonable collection costs. Invoices not disputed in 10 days (replacing prior 5 days for practicality) are deemed accepted.
5.4 Taxes & Shipping. Fees exclude taxes; Customer is responsible for all taxes except those on V3’s net income. Shipping terms: U.S. shipments F.O.B. Shipping Point (Freight Prepaid and Added); non-U.S. EXW (Incoterms 2010). Title and risk of loss to purchased Hardware pass on shipment. Title to Software and any CPE remains with V3.
5.2 Invoicing & Payment. Unless otherwise stated, fees are invoiced upon Order execution (subscriptions) or as Services milestones complete, and are due net 30 days from invoice date. Fees for purchased Hardware are due upon Order.
5.3 Late Payments. Undisputed overdue amounts accrue interest at 1.5% per month (or the maximum permitted by law), and V3 may recover reasonable collection costs. Invoices not disputed in 10 days (replacing prior 5 days for practicality) are deemed accepted.
5.4 Taxes & Shipping. Fees exclude taxes; Customer is responsible for all taxes except those on V3’s net income. Shipping terms: U.S. shipments F.O.B. Shipping Point (Freight Prepaid and Added); non-U.S. EXW (Incoterms 2010). Title and risk of loss to purchased Hardware pass on shipment. Title to Software and any CPE remains with V3.
6. Intellectual Property; Data; Feedback
6.1 V3 Ownership. V3 and its licensors own all right, title, and interest in the V3 Technology, V3 Materials, and all modifications and derivatives thereof.
6.2 Customer Ownership. Customer owns Customer Data and, as provided in Section 2.7, the AI Output as between the parties (subject to third-party rights and law).
6.3 Data Use. V3 may process Customer Data and Personal Data to provide the Products and Support, comply with law, and prevent fraud/security incidents. V3 may use Usage Data and Aggregated Data to maintain, secure, and improve the Products, develop new features, and generate benchmarks or insights, provided such data does not identify Customer or individuals.
6.4 Model Training: V3 may use anonymized Customer Data (including prompts or content) to train foundation or generative models that are private, but made available to other customers. Customer may opt-out by written agreement to allow specified de-identified data categories for limited model improvement. This may impact the ability to utilize certain features and capabilities of the software. By opting-out, you are agreeing to forfeit the ability to take advantage of the impacted features.
6.5 Feedback. If Customer provides suggestions, V3 may use them without restriction or obligation.
6.6 Publicity. Neither party may use the other’s name or marks without prior written consent. With consent (email sufficient), V3 may list Customer’s name and logo in a general customer list.
7. Confidentiality
7.1 Obligations. The receiving party will (a) use Confidential Information solely to perform under this Agreement; (b) protect it with at least the same care used for its own similar information (not less than reasonable care); and (c) limit access to personnel, advisors, and auditors who have a need to know and are bound by confidentiality.
7.2 Exclusions. Information is not confidential if it is or becomes public through no fault, was known without obligation, is independently developed, or is rightfully received without duty.
7.3 Compelled Disclosure. If legally required to disclose, the receiving party will provide prompt notice (if lawful) and reasonable cooperation to seek protective treatment.
7.4 Injunctive Relief. Breach may cause irreparable harm; the disclosing party may seek equitable relief.
7.2 Exclusions. Information is not confidential if it is or becomes public through no fault, was known without obligation, is independently developed, or is rightfully received without duty.
7.3 Compelled Disclosure. If legally required to disclose, the receiving party will provide prompt notice (if lawful) and reasonable cooperation to seek protective treatment.
7.4 Injunctive Relief. Breach may cause irreparable harm; the disclosing party may seek equitable relief.
8. Privacy, Security, and Data Processing
8.1 Compliance. Each party will comply with applicable privacy, data security, and breach-notification laws, including GDPR and CCPA/CPRA to the extent applicable. For K–12 education data, V3 will support Customer’s obligations under FERPA where applicable. HIPAA: V3 is not a Business Associate unless the parties execute a Business Associate Agreement (BAA); if executed, the BAA governs PHI processing.
8.2 Security Program. V3 maintains an information security program aligned with industry standards (e.g., NIST/ISO-27001-informed controls), including access controls, vulnerability management, encryption in transit and at rest (for supported data stores), and security testing.
8.3 Subprocessors. V3 may use vetted subprocessors with appropriate contracts; a current list will be provided upon request. V3 remains responsible for subprocessors’ performance.
8.4 Incident Notice. V3 will notify Customer without undue delay (and no later than 72 hours after confirmation) of a Security Incident leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data. V3 will provide available details, mitigation steps, and cooperate in Customer’s lawful notifications.
8.5 Data Retention & Deletion. During the Subscription Term, Customer may export Customer Data via available tools. Upon termination or expiration, V3 will delete or return Customer Data per the DPA and standard retention schedules, subject to legal holds and backup constraints.
8.2 Security Program. V3 maintains an information security program aligned with industry standards (e.g., NIST/ISO-27001-informed controls), including access controls, vulnerability management, encryption in transit and at rest (for supported data stores), and security testing.
8.3 Subprocessors. V3 may use vetted subprocessors with appropriate contracts; a current list will be provided upon request. V3 remains responsible for subprocessors’ performance.
8.4 Incident Notice. V3 will notify Customer without undue delay (and no later than 72 hours after confirmation) of a Security Incident leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data. V3 will provide available details, mitigation steps, and cooperate in Customer’s lawful notifications.
8.5 Data Retention & Deletion. During the Subscription Term, Customer may export Customer Data via available tools. Upon termination or expiration, V3 will delete or return Customer Data per the DPA and standard retention schedules, subject to legal holds and backup constraints.
9. Warranties; Disclaimers
9.1 Authority. Each party warrants it has the right and authority to enter this Agreement.
9.2 SaaS/Software. V3 warrants that the SaaS and Software will substantially conform to the Documentation under normal use during the applicable Subscription Term. Customer must notify V3 within 30 days of discovery of a breach; V3 will correct non-conformities or provide a workaround.
9.3 Services. V3 warrants Services will be performed in a professional manner consistent with industry standards. Customer must notify V3 within 30 days; V3 will re-perform non-conforming Services.
9.4 Exclusions. Warranties do not apply to non-V3 components, misuse, modifications not made by V3, or use contrary to Documentation.
9.5 AI Transparency. AI Features are probabilistic and may generate inaccurate or incomplete outputs. V3 does not warrant that AI Output will be free of errors or fit for a particular legal/regulatory purpose. Customer remains responsible for human review and final decisions.
9.6 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE PRODUCTS AND V3 MATERIALS ARE PROVIDED “AS IS” AND V3 DISCLAIMS ALL WARRANTIES (EXPRESS, IMPLIED, STATUTORY), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND NON-INTERRUPTION.
9.2 SaaS/Software. V3 warrants that the SaaS and Software will substantially conform to the Documentation under normal use during the applicable Subscription Term. Customer must notify V3 within 30 days of discovery of a breach; V3 will correct non-conformities or provide a workaround.
9.3 Services. V3 warrants Services will be performed in a professional manner consistent with industry standards. Customer must notify V3 within 30 days; V3 will re-perform non-conforming Services.
9.4 Exclusions. Warranties do not apply to non-V3 components, misuse, modifications not made by V3, or use contrary to Documentation.
9.5 AI Transparency. AI Features are probabilistic and may generate inaccurate or incomplete outputs. V3 does not warrant that AI Output will be free of errors or fit for a particular legal/regulatory purpose. Customer remains responsible for human review and final decisions.
9.6 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE PRODUCTS AND V3 MATERIALS ARE PROVIDED “AS IS” AND V3 DISCLAIMS ALL WARRANTIES (EXPRESS, IMPLIED, STATUTORY), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND NON-INTERRUPTION.
10. Indemnification
10.1 IP Claims (by V3). V3 will defend Customer against third-party claims alleging that the Products, as provided by V3 and used per this Agreement, infringe a U.S. patent, copyright, trademark, or trade secret, and will pay damages and costs finally awarded or agreed in settlement. If a claim arises, V3 may (a) procure continued use, (b) modify or replace the Product to be non-infringing, or (c) if (a) and (b) are not commercially reasonable, terminate the affected Order and refund prepaid fees for the unused remainder. V3 has no obligation for claims arising from: (i) combinations with non-V3 items where the claim would not exist but for such combination; (ii) modifications not made by V3; (iii) use outside Documentation or scope.
10.2 Customer Indemnity. Customer will defend V3 against third-party claims arising from (a) Customer Data or content, (b) use of the Products in violation of Sections 2.5 or 2.6 (including AI misuse, unlawful processing, or re-identification attempts), or (c) Customer’s breach of law, and will pay damages and costs finally awarded or agreed in settlement.
10.3 Process. The indemnified party must provide prompt notice, reasonable cooperation, and sole control of defense/settlement (settlements must release the indemnified party of all liability).
10.2 Customer Indemnity. Customer will defend V3 against third-party claims arising from (a) Customer Data or content, (b) use of the Products in violation of Sections 2.5 or 2.6 (including AI misuse, unlawful processing, or re-identification attempts), or (c) Customer’s breach of law, and will pay damages and costs finally awarded or agreed in settlement.
10.3 Process. The indemnified party must provide prompt notice, reasonable cooperation, and sole control of defense/settlement (settlements must release the indemnified party of all liability).
11. Limitation of Liability
11.1 No Indirect Damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE, ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
11.2 Cap. EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED BY LAW AND EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED PRODUCT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
11.3 Enhanced Cap for Data Breach. For direct damages arising solely from V3’s confirmed failure to maintain security controls resulting in a reportable breach of Customer Personal Data, the cap in 11.2 is increased to two (2) times such 12-month fees. (If undesired, strike this sentence.)
12. Export; Government Use; Anti-Corruption
12.1 Export. Products may be subject to U.S. and foreign export/sanctions laws. Customer will comply with all such laws and will not export or permit access contrary to those laws.
12.2 U.S. Government. The Products and Documentation are “commercial items,” “commercial computer software,” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. Government use is subject to this Agreement.
12.3 Anti-Corruption. Each party will comply with applicable anti-bribery and anti-corruption laws (e.g., FCPA, UK Bribery Act).
12.2 U.S. Government. The Products and Documentation are “commercial items,” “commercial computer software,” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. Government use is subject to this Agreement.
12.3 Anti-Corruption. Each party will comply with applicable anti-bribery and anti-corruption laws (e.g., FCPA, UK Bribery Act).
13. Terms for Portal-Based Services
Customer’s access to V3 portals, reports, and scanning solutions is limited to internal use for purposes stated in the Order and Documentation, subject to confidentiality and technical restrictions. Customer shall not decompile, modify, or remove proprietary notices without V3 written approval from an authorized party.
14. Termination
14.1 For Cause. Either party may terminate this Agreement or an Order for material breach not cured within 30 days after written notice, or upon bankruptcy/insolvency events.
14.2 Effect. Upon termination/expiration, all rights to access the Products cease, and each party will return or destroy the other’s Confidential Information (except as required for legal/backup). Sections intended to survive (including Fees due, IP, Confidentiality, Privacy/DPA, Disclaimers, Indemnity, Liability Limits, Export, and General) will survive.
14.2 Effect. Upon termination/expiration, all rights to access the Products cease, and each party will return or destroy the other’s Confidential Information (except as required for legal/backup). Sections intended to survive (including Fees due, IP, Confidentiality, Privacy/DPA, Disclaimers, Indemnity, Liability Limits, Export, and General) will survive.
15. General
15.1 Relationship. The parties are independent contractors.
15.2 Assignment. Neither party may assign this Agreement without the other’s consent, except either party may assign to an Affiliate or as part of a merger, acquisition, or sale of substantially all assets (not to a direct competitor without consent). Any non-permitted assignment is void.
15.3 Notices. Notices must be in writing and sent to the contacts listed on the Order (cc: Legal). Notices are effective when received; if mailed first-class, on the fifth business day after posting.
15.4 Waiver; Severability. Failure to enforce is not a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary to be valid, and the remainder remains in effect.
15.5 Governing Law; Venue. Florida law governs, excluding conflicts rules and the CISG/UCITA. The parties consent to exclusive jurisdiction and venue in state or federal courts located in Duval County, Florida.
15.6 Entire Agreement. This Agreement, together with Orders, Product Sheets, DPA/BAA (if applicable), and any incorporated policies, is the entire agreement and supersedes prior agreements on the subject. No terms on Customer’s purchase orders will modify this Agreement.
15.2 Assignment. Neither party may assign this Agreement without the other’s consent, except either party may assign to an Affiliate or as part of a merger, acquisition, or sale of substantially all assets (not to a direct competitor without consent). Any non-permitted assignment is void.
15.3 Notices. Notices must be in writing and sent to the contacts listed on the Order (cc: Legal). Notices are effective when received; if mailed first-class, on the fifth business day after posting.
15.4 Waiver; Severability. Failure to enforce is not a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary to be valid, and the remainder remains in effect.
15.5 Governing Law; Venue. Florida law governs, excluding conflicts rules and the CISG/UCITA. The parties consent to exclusive jurisdiction and venue in state or federal courts located in Duval County, Florida.
15.6 Entire Agreement. This Agreement, together with Orders, Product Sheets, DPA/BAA (if applicable), and any incorporated policies, is the entire agreement and supersedes prior agreements on the subject. No terms on Customer’s purchase orders will modify this Agreement.