EXPIRES MAY 10, 2018 VeriCite® Terms of Service v5.0.3
The VeriCite® Terms of Service (“Terms”) are between VeriCite, Inc. (“We,” “Us,” or “Our”) and the Entity You represent (“You”). The Terms define conditions that govern access to and use of the VeriCite Service by You, Your Agents or Your End Users whether in connection with a paid subscription to the VeriCite Service or a free trial of the VeriCite Service. By using the VeriCite Service, You agree to be bound by the terms of service detailed in this agreement (“Agreement”). Your subscription begins as soon as You subscribe (the “Effective Date”). You represent to Us that You have legal authority to bind the Entity that You represent. If the Entity You represent wishes to request any modification to the terms of the Agreement, You must email an addendum (example here) with proposed overriding terms to email@example.com for Our written approval, pending which the Effective Date shall be suspended.
Please see Section 13 for definitions of certain capitalized terms
1.1. Our responsibilities
1.1.1. We will grant You a limited, revocable, non-exclusive, non-assignable, non-transferrable worldwide right to access and use the VeriCite Service solely in accordance with the terms of this Agreement. You agree that VeriCite retains all right, title, and interest in and to the VeriCite Service, including without limitation all software used to provide the VeriCite Service and all graphics, user interfaces, logos, and trademarks reproduced through the VeriCite Service. This Agreement does not grant You any intellectual property license or rights in or to the VeriCite Service or any of its components. You recognize that the VeriCite Service and its components are protected by copyright and other laws.
1.1.2. We will provide the information required for You to access securely the current release of the VeriCite Service.
1.1.3. We will adhere to the VeriCite Security and Privacy Policies (Section 12) with respect to Your Confidential Information and Your Covered Content.
1.1.4. We will store all Your Covered Content separately and privately so that submitted documents can only be accessed and compared for plagiarism within Your user community.
1.1.5. We will provide access and control so You retain Your ownership rights over Your Covered Content, including the right to download submissions at any time and to remove Your Covered Content if services are terminated for any reason.
1.1.6. We will assist with installation and integration of the client components of the VeriCite Service as needed, up to one (1) hour of effort at no charge, and at specified hourly rates thereafter (see Subscription Fees).
1.1.7. We will provide online Documentation to support use of the VeriCite Service by You, Your Agents and Your End Users.
1.1.8. We will provide technical support to You or Your Agents only through emailed (firstname.lastname@example.org) and web-filed (https://support.vericite.com) support tickets with a target response time of one business day (UTC-4).
1.1.9. We reserve the right to suspend Your access to the VeriCite Service if You use the VeriCite Service in a manner that is inconsistent with the specifications of the pricing tier of Your subscription, if Your subscription payment obligations are delinquent for more than fifteen (15) calendar days, if You allow unauthorized access to the VeriCite Service or if You violate any of the VeriCite Acceptable Use, Security or Privacy Policies (Section 12).
1.1.10. We reserve the right to add, change or remove features, functionality and pricing of the VeriCite Service from time to time. We will publish routine changes at the VeriCite Service website and will email notices to the primary contact of all active subscribers about substantive changes.
1.2. Your responsibilities
1.2.1. You are responsible for providing support service to Your Agents and Your End Users. Other than End User documentation, We do not provide any support directly to Your End Users unless We have a separate agreement with You to provide end user support services.
1.2.2. You will incorporate the VeriCite Service into Your campus systems using only Our approved integration code for the VeriCite Service.
1.2.3. VeriCite is a teaching and learning service that identifies and provides means of inspecting potentially plagiarized writing. You will not use VeriCite as the sole and authoritative tool for prosecuting any instance(s) of plagiarism in a judicial proceeding or sanction.
1.2.4. You grant Us a royalty-free right and license to use and incorporate into the VeriCite Service any suggestion, enhancement, testimonial or other feedback that You provide.
1.2.5. You will not access or use the VeriCite Service to build a competing product or service.
2. Points of contact for Us, designated client contacts
2.1. You will provide and keep current one authorized point of contact for all communications regarding the management of Your VeriCite Service subscription. All business matters will be sent by email to email@example.com. In addition, you will provide and keep current one authorized point of contact for receiving all technical communications regarding Your VeriCite Service subscription. Technical support requests will be sent by email to firstname.lastname@example.org by up to ten of Your Agents who in turn support Your End Users.
3. Subscription fees
3.1. You may be provided with access to the VeriCite Service for a single and limited period of time at no charge to support Your evaluation of the VeriCite Service. Only one free period of service may be provided for any Entity. You may cancel Your subscription at any time during the first thirty (30) days of Your subscription as determined by the Effective Date.
3.2. Current fees are published at www.vericite.com and are subject to change up to 5% per year. Fees are based on total number of student full-time equivalents (FTE) in the LMS as reported to US NCES, or on total number of students (headcount) in the LMS if FTE is not available. Prices quoted are exclusive of any taxes, duties and withholding, all of which are Your responsibility. Payment terms are on receipt for credit card or ACH purchases and net 30 days for subscriptions authorized by invoice or purchase order.
3.3. Subscriptions may be paid online through secure credit card or ACH processing, or offline by check in US funds based on automated invoices which We provide and/or purchase orders which You provide.
4. Suspension of services
4.1. We may temporarily suspend upon notice to You Your access to the VeriCite Service if You are delinquent on Your payment obligations for more than thirty (30) calendar days. We will not delete any of Your Covered Content as a result of Your suspension, except as specified elsewhere in this Agreement. If suspended, You remain responsible for all fees and charges You have incurred through the date of suspension.
4.2. We may temporarily suspend upon notice to You Your access to the VeriCite Service according to ¶ 5.3.1 Termination for cause if Your use of the VeriCite Service is inconsistent with the specifications of the pricing tier of Your subscription, is inconsistent with the intended purpose of the VeriCite Service, or You allow unauthorized access to the VeriCite Service.
4.3. The temporary suspension will be lifted and services restored promptly if the issue causing the suspension is fully resolved to Our satisfaction. A reactivation fee may be applied in order to restore services following a suspension.
5. Term and termination
5.1.1. The Term of this Agreement will commence on the Effective Date. Annual subscriptions renew automatically prior to expiration unless terminated as provided for herein:
5.2.Termination for convenience
5.2.1. You may terminate Your subscription to the VeriCite Service by notifying Us by email at email@example.com or by not paying the annual fee which is due in advance. Your services will be automatically terminated thirty (30) days after non-payment. A reactivation fee may be applied in order to restore services.
5.2.2. No refunds will be made on pre-paid subscription fees upon termination for convenience.
5.3. Termination for cause
5.3.1. Either party may terminate this Agreement for cause upon fifteen (15) days’ advance written notice to the other party if there is any material default or breach of these terms by the other party, unless the defaulting party has cured the material default or breach within the 15-day notice period.
5.3.3. We may also terminate this Agreement (a) if a third party license of technology used by the VeriCite Service expires, or is terminated, or if the licensor thereof requires Us to change the way We provide the licensed technology as part of the VeriCite Service, (b) if We believe providing the VeriCite Service services could create a substantial economic or technical burden or material security risk for Us, (c) in order to comply with the law or requests of governmental entities, or (d) if We determine Your use of or Our provision of the VeriCite Service to You has become impractical or unfeasible for any legal or regulatory reason.
5.3.4. If terminated for cause by either party, pre-paid subscription fees will be refunded on a prorated basis based on the Termination Date provided that all of Your financial obligations to Us have been met.
5.4. Upon termination:
5.4.1. We will securely transfer to You or You may securely retrieve (at Our choice) a complete copy of Your Covered Content in an industry- standard compressed format if You have paid all subscription fees payable as of the Termination Date.
5.4.2. We will completely expunge Your Covered Content from the VeriCite Service servers within 30 days after the Termination Date. You may request by email to firstname.lastname@example.org to have Your Covered Content removed sooner. Within the aforesaid 30-day period, You may request an audit by an independent third party approved by Us; all expenses related to the audit incurred by You, Us and the third party are your responsibility.
6. Proprietary Rights
6.1. You or Your Agents or Your End Users own and reserve all right, title, and interest in and to Your Covered Content. Except as provided in this section (Proprietary Rights), We obtain no rights under this Agreement from You, Your Agents or Your End users to Your Covered Content, including any related intellectual property rights or copyrights. You consent to Our use and disclosure of Your Covered Content solely to provide the VeriCite Service to You, Your Agents and Your End Users or to comply with any order of a court, or an administrative body, or a government agency; provided that any such disclosure shall comply with applicable law, including without limitation FERPA.
6.2. You represent and warrant to us that: (a) You, Your Agents or Your End users own all right, title, and interest in and to Your Covered Content, or are duly licensed to use the Covered Content as contemplated by this Agreement; (b) You have all rights in Your Covered Content necessary to grant the rights contemplated by this Agreement; and (c) none of Your Covered Content, or Your Agents’ or Your End Users’ use of Your Covered Content or the VeriCite Service will violate the VeriCite Acceptable Use Policy. For the avoidance of doubt, the parties acknowledge and agree that the foregoing does not apply to Covered Content that plagiarizes or infringes the copyright of a third party and which it is the purpose of the VeriCite service to detect. For the avoidance of doubt, the parties acknowledge and agree that the foregoing does not apply to Covered Content that plagiarizes or infringes the copyright of a third party and which it is the purpose of the VeriCite Service to detect.
6.3. We own and reserve all right, title, and interest in and to the VeriCite Service. We grant You a limited, revocable, non-exclusive, non-assignable, non-transferrable worldwide right to do the following during the Term: (a) access and use the VeriCite Service solely in accordance with this Agreement; and (b) copy and use the VeriCite Service documentation solely in connection with Your permitted use of the VeriCite Service. Except as provided in this section (Proprietary Rights), You obtain no rights under this Agreement from Us to the VeriCite Service, including any related intellectual property rights.
6.4. Neither You nor any of Your Agents or Your End Users may use the VeriCite Service in any manner or for any purpose other than as expressly permitted by this Agreement. Neither You nor any of Your Agents or Your End Users may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the VeriCite Service, (b) reverse engineer, disassemble, or decompile the VeriCite Service or apply any other process or procedure to derive the source code of any software included in the VeriCite Service, (c) access or use the VeriCite Service in a way intended to avoid incurring fees or exceeding usage limits or quotas. All rights and licenses granted to You in this Agreement are conditional on Your continued compliance with this Agreement, and will immediately and automatically terminate if You do not comply with any condition of this Agreement. No refund of fees will be made as a result of termination for non-compliance. During and after the Term, You will not assert, nor will You authorize, assist, or encourage any third party to assert, against Us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding the VeriCite Service.
7.1. To the extent allowed by law, the parties agree to defend, indemnify, and hold each other harmless from and against any loss, claim, or damage to the extent it arises from the negligent acts or omissions of their respective officers, employees, students, or agents in the performance of this Agreement.
8. Warranty and disclaimer
8.1. YOU ACCEPT THE VERICITE SERVICE “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) VERICITE DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (b) VERICITE DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT VERICITE DATA WILL REMAIN PRIVATE OR SECURE.
9. Limitations of liability
9.1. Neither party will be liable to the other for direct, special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the performance of VeriCite’s Work, or intellectual property or privacy claims, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Both party’s total liability under this Agreement with respect to the Work, regardless of cause or theory of recovery, will be limited to the amount You actually have paid to Us under this Agreement for the VeriCite Service during the three months preceding the claim.
10. Service Level Agreement
10.1 Technical support service level
For routine support tickets that are entered into the VeriCite ticketing system, either by email to email@example.com or entered through web forms at https://support.vericite.com, the target first response time is one business day (Monday through Friday, 8AM ET to 6PM ET). Time to problem resolution depends on the complexity of the reported issue.
Routine support tickets relate to minor product issues that do not significantly affect Your use of VeriCite. By example, routine support includes problems for which there is a workaround, questions about product functionality, questions about VeriCite scores and report results, feedback on features, inquiries about documentation or training, and business concerns.
10.2 Hosted services uptime
You can confirm the system-wide nature of urgent support tickets at http://status.vericite.com, and then submit a report by telephone. Urgent requests submitted solely by email may or may not be treated as urgent. Our target for a first response to urgent support requests is one hour (24x7).
Urgent support tickets relate to VeriCite being inaccessible or unresponsive in such a manner as to impact a relatively large number of Your End Users. By example, urgent support tickets should be filed when submissions to VeriCite from multiple courses produce VeriCite error messages. Access to VeriCite depends on the performance of Your systems into which VeriCite is integrated. You agree to check on the status of Your local systems as well as the VeriCite status page before filing an urgent support ticket.
The VeriCite Service uptime track record for the past year exceeds 99.9% and is published in detail at http://status.vericite.com. We guarantee best efforts to maintain this level of reliability.
11.1. Confidentiality and Publicity
We may use Your Confidential Information only in connection with Your use of the VeriCite Service as permitted under this Agreement. Neither party will disclose the other party’s Confidential Information during the Term or at any time during the one-year period following the end of the Term unless disclosure is required by law. Both parties will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of all Confidential Information, including, at a minimum, those measures You and We take to protect our own confidential information of a similar nature. You agree to the use of Your Entity’s name and logo on our website and in VeriCite promotional materials. We may disclose You as a customer of VeriCite.
11.2. Force Majeure
We will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
11.3. No Third Party Beneficiaries.
This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
11.4. Independent Contractors
We and You are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
11.5.1. Any legal notice required or permitted to be given by either party under this Agreement must be in writing, must be sent to the addresses provided (or as a part may change from time to time using the procedures of this section), and must use one of the following methods of delivery; (a) personal delivery; (b) registered or certified mail, in each case, return receipt request and postage prepaid; (c) nationally recognized courier service (e.g., FedEx), with all fees prepaid; or (d) email. A notice is effective upon receipt, and a notice is deemed to have been received as follows: (i) if a notice is delivered in person, or sent by registered or certified mail, or by couriers, upon receipt as indicated by the dat on the signed receipt; and (ii) if a notice is sent by email, upon the receiving party’s acknowledgement by email. In additional to the foregoing, VeriCite may provide notifications with respect to technical or operational matters relating to the VeriCite Service by posting such notification at the VeriCite website or by email, and such notification will be deemed received upon posting or sending, respectively.
VeriCite, Inc., 10475 Crosspoint Blvd, Suite 200, Box 2581, Indianapolis, IN 46256-3387 USA; firstname.lastname@example.org . Your mailing and email addresses are those provided when completing the subscription and/or payment processes for the VeriCite Service.
11.5.3. Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
11.6.1. You agree not to assign any of Your rights or delegate any of your obligations hereunder without Our prior written consent, including pursuant to Your Change of Control. We may assign any of Our rights or delegate any of Our obligations hereunder to Our affiliate or successor by means of our Change of Control. For purposes hereof, “Change of Control” means (a) a merger, reorganization, arrangement, share exchange, consolidation, private purchase, business combination, recapitalization or other transaction involving either party hereto as a result of which (i) the stockholders or owners of such party immediately preceding such transaction would hold less than 50% of the outstanding shares of, or less than 50% of the outstanding voting power of, the ultimate company resulting from such transaction immediately after consummation thereof; or (ii) any person or group would hold 50% or more of the outstanding shares or voting power of the ultimate company resulting from such transaction immediately after the consummation thereof; (b) the direct or indirect acquisition by any person or group of beneficial ownership, or the right to acquire beneficial ownership, or formation of any group which beneficially owns or has the right to acquire beneficial ownership, of more than 50% of either the outstanding voting power or the outstanding shares of such party, in each case on a fully diluted basis; or (c) the adoption of a plan relating to the liquidation or dissolution of such party.
11.6.2. Our prior written consent is required for any membership-based clients or resellers to delegate or sublicense Your rights under this Agreement.
11.7. No Waivers
The failure by either party to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit a party's right to enforce such provision at a later time. All waivers must be in writing and signed by a party's authorized agent to be effective.
11.8. Changes to this Agreement
If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect the purpose and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
The laws of the State of Delaware, USA, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between You and Us. Any dispute relating in any way to the VeriCite Service will be adjudicated in any state or federal court in Indianapolis, Indiana. You consent to exclusive jurisdiction and venue in those courts. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Our, Our affiliates, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
11.11. Entire Agreement; English Language.
11.11.1. This Agreement consists of the VeriCite Terms of Service, the Security, Privacy and Acceptable Use Policies accessible on the VeriCite website, and any addendum of overriding terms that You prepare and We accept, and constitutes the entire agreement between You and Us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between You and Us, whether written or verbal, regarding the subject matter of this Agreement.
11.11.2. Unless specifically approved in writing by Us, We will not be bound by any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by You in any order, receipt, acceptance, confirmation, correspondence or other document.
11.11.3. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. If We provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
11.12. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the services under this Agreement. The VeriCite software is not on the US Commerce Control list and therefore is assigned an ECCN of EAR99. You agree that such export control laws govern your use of the services (including technical data) and any services or deliverables provided under this Agreement, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
We certify, to the best of Our knowledge and belief, that We and Our principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by a federal department or agency.
(b) Have not, within the preceding five-year period, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property.
(c) Are not presently indicted or otherwise criminally charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in the preceding paragraph (b).
(d) Have not within the preceding five-year period had one or more public transactions (federal, state or local) terminated for cause or default.
We agree to notify You within 30 days after the occurrence of any of the events, actions, debarments, proposals, declarations, exclusions, convictions, judgments, indictments, information, or terminations as described in paragraphs (a) (d) above, with respect to Us.
12. Security, Privacy and Acceptable Use Policies
The security and privacy of Our clients’ data is paramount. In the course of providing services, We receive, store and manage data that may contain personally identifiable information that may be restricted from disclosure under one or more provisions such as FERPA (US Family Educational Rights and Privacy Act), or HIPAA (US Health Insurance Portability and Accountability Act) or rules such as COPPA (US FTC’s Child Online Privacy Protection Act). We treat ALL information from our clients as confidential. We protect client information with the same measures We use to protect our own information. We do not share any client information with anyone without express written permission from You.
Our Security Policy is presented online at http://vericite.com/security
Our Acceptable Use Policy is presented online at http://vericite.com/aup
These policies may be updated from time to time. Updates will become effective as soon as they are published at these website addresses. If there are any material changes to these policies, You will be notified by email prior to the change being published and becoming effective. Your continued use of VeriCite Services or websites constitutes your agreement to be bound by such changes to the policy. Your only remedy, if you do not accept the updated terms of a VeriCite policy, is to discontinue use of the VeriCite Service and VeriCite websites.
Confidential Information: means the information that You and We have exchanged as part of the contracting or purchasing process. By example, this would include names, addresses, email addresses, phone numbers, account numbers, purchase orders, and other information that is not included in Your Covered Content. Confidential Information would also include the terms and pricing of the VeriCite Service under this Agreement, Your Covered Content and all information clearly identified as confidential at the time of its disclosure.
Documentation: means the technical and functional guides to using the VeriCite Service, including the full product guide, integration guides, quick start guides, video tutorials and any other materials, both online and in print, that support the use of the VeriCite Service by You, Your Agents or Your End Users.
Effective Date: means the date that a service key is generated and emailed to You in response to (a) Your request for a trial subscription to the VeriCite Service, (b) Your initiation of the purchase process based on a paid subscription to the VeriCite Service or (c) a mutually agreed upon date.
End Users: means anyone associated with the Entity who accesses the VeriCite Service in a role as instructor, teacher, teaching assistant, student, learner or similar role.
Entity: means the organization that has entered into this Agreement for purposes of evaluating or subscribing to the VeriCite Service.
Service: means the suite of functions provided by the VeriCite Service software.
Service key: means the digital access code that is used to grant access to the VeriCite Service.
Termination Date: means the date that VeriCite Services are no longer accessed by the subscribing Entity (termination for convenience) or are made inaccessible to the subscribing Entity (termination for cause).
Us, We, Our: means the company named VeriCite, Inc. who developed and hosts the service of the same name, as represented by Our employees
VeriCite Service: means the software and online service developed and hosted by Us for detecting plagiarized text in documents submitted through Your learning management system
Term: means the period of time between the Effective Date and the date of termination of this Agreement, regardless of the reason for termination.
You, Your: means the Entity entering into this Agreement as represented by the individual who accepted the terms of the Agreement, whether online or in print. By example, You would mean the college, school district, university or company whose Agents and End Users access the VeriCite Service.
Your Agents: means the employees or subcontractors who work on behalf of the Entity to support Your End Users’ use of the VeriCite Service. By example, Your Agents would include helpdesk staff, IT support staff or library staff.
Your Covered Content: means all VeriCite service data that You, Your Agents or Your End Users provide to Us as part of the process of detecting and reporting plagiarism. By example, this would include student submissions, course rosters, grades, comments and annotations that may be attached to report results.
Last updated November 15, 2017.