Terms of Service

1. Agreement to these Terms

These Terms of Service ("Terms") govern your access to and use of the websites, platform, and services provided by Vertocol Inc. ("Vertocol," "we," "us," or "our"), including vertocol.ai and vertocol.com (the "Sites"). By accessing the Sites or using our services, you agree to these Terms. If you do not agree, do not use our services.

2. Services

Vertocol provides regulatory intelligence software for AI-built software (the "Vertocol Platform") and related professional and software development services for regulated software teams, starting with medtech and health IT.

Specific terms for Platform access, service scope, deliverables, pricing, and timelines are set out in separate Order Forms, Statements of Work, or Master Service Agreements between Vertocol and each client ("Service Agreements"). If these Terms conflict with a Service Agreement, the Service Agreement controls.

3. Early access, design partners, and preview features

We may offer early access, a design partner program, or features that are still in development ("Preview Features"). Preview Features are provided "as is," may change or be discontinued at any time, and may not be as reliable as generally available features. Participation in the design partner program is governed by a separate design partner agreement.

4. Eligibility

You must be at least 18 years old and able to enter into binding contracts to use our services. If you use our services on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to that organization.

5. Account registration

Access to the Vertocol Platform requires an account. You are responsible for keeping your credentials confidential and for all activity under your account. Notify us immediately at legal@vertocol.com if you learn of any unauthorized access or use.

6. Acceptable use

You agree not to:

• Use our services in violation of any applicable law or regulation.
• Submit Protected Health Information or other patient information through our website forms.
• Attempt to gain unauthorized access to our systems or another user's account.
• Reverse engineer, decompile, or attempt to extract the source code of the Vertocol Platform, except where the law expressly allows it.
• Use our services to build a competing product or service.
• Scrape, copy, or systematically extract content from the Platform or the Vertocol Library.
• Transmit malware, viruses, or other harmful code.
• Interfere with or disrupt the integrity or performance of our services.

7. Not legal or regulatory advice; your responsibilities

Vertocol helps regulated software teams identify regulations that may apply, map requirements, and organize evidence. Mappings may be reviewed by your regulatory SME or by a Vertocol regulatory SME. Our services do not constitute legal advice, and Vertocol is not your regulatory counsel.

Parts of the Platform use AI to suggest matches, summaries, and build instructions. These outputs can contain errors. You are responsible for reviewing them before relying on them, and you remain responsible for your final regulatory determinations, submissions, product safety, and compliance.

8. Intellectual property

Vertocol's property. The Vertocol Platform, the Vertocol Library, and their underlying methodology, software, documentation, and all related intellectual property are owned exclusively by Vertocol Inc. Patents are pending on the Vertocol Platform. Nothing in these Terms gives you any ownership interest in our intellectual property.

Your materials. You keep ownership of the content, data, and materials you provide to us ("Client Materials"). You grant Vertocol a limited license to use Client Materials only to deliver the services you have requested. We do not use Client Materials to train AI models, and we do not add them to the Vertocol Library.

The Vertocol Library. When regulatory SMEs confirm or reject regulatory mappings, Vertocol may use those regulatory interpretations to improve the Vertocol Library and its recommendations for all customers. We do this only in a de-identified form that does not include your Client Materials or Confidential Information.

Deliverables. Deliverables created for you under a Service Agreement are governed by the intellectual property terms in that agreement. If there is no such agreement, deliverables are owned by Vertocol and licensed to you for your internal use.

Feedback. If you send us suggestions or feedback, we may use them without obligation to you.

9. Third-party tools and trademarks

The Vertocol Platform works with third-party tools such as AI coding assistants and code repositories. Your use of those tools is governed by their own terms, and we are not responsible for them. Third-party names and logos shown on the Sites belong to their owners and are used only to identify compatible tools. Their use does not imply any partnership with or endorsement by those companies.

10. Confidentiality

Each party will keep confidential any non-public information received from the other party that is marked as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). This obligation does not apply to information that is publicly known through no fault of the receiving party, independently developed, rightfully received from a third party without restriction, or required to be disclosed by law.

11. Disclaimer of warranties

THE VERTOCOL PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VERTOCOL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Vertocol's compliance infrastructure is designed to support your regulatory compliance efforts. Vertocol does not guarantee regulatory approval of any product, submission, or audit outcome. Compliance is ultimately the responsibility of the regulated entity.

12. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VERTOCOL OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VERTOCOL'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO VERTOCOL IN THE TWELVE (12) MONTHS BEFORE THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

13. Indemnification

You agree to indemnify, defend, and hold harmless Vertocol and its officers, directors, employees, and agents from any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your use of our services, your violation of these Terms, or your infringement of any third-party rights.

14. Term and termination

These Terms remain in effect until terminated. You may stop using our services at any time. We may suspend or terminate your access to our services at any time, with or without cause or notice, subject to any Service Agreement. When access ends, your right to use the services ends immediately. Provisions that by their nature should survive (including intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution) will survive.

15. Governing law and dispute resolution

These Terms are governed by the laws of the State of California, without regard to its conflict of law principles.

Before starting any formal proceeding, each party agrees to try to resolve the dispute informally by written notice and good-faith discussion for at least thirty (30) days.

Any dispute that is not resolved informally will be settled by binding arbitration in San Diego, California, administered by the American Arbitration Association under its Commercial Arbitration Rules. Claims will be brought only on an individual basis and not as part of a class or representative action. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.

16. Export and sanctions compliance

You agree to comply with all applicable U.S. export control and sanctions laws. You may not use our services if you are located in, or are a resident of, a country or region subject to comprehensive U.S. sanctions, or if you are on a U.S. government restricted-party list.

17. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms on the Sites with a new effective date, and where the changes are material and we have your contact details, we will also let you know by email. Your continued use of our services after the effective date means you accept the updated Terms.

18. General

These Terms, together with any applicable Service Agreements and our Privacy Policy, are the entire agreement between you and Vertocol about their subject matter. If any provision is found unenforceable, the remaining provisions stay in full force. Our failure to enforce any provision is not a waiver of it. You may not assign these Terms without our prior written consent. We may assign these Terms freely, including to an acquirer or successor. Neither party is liable for delays caused by events beyond its reasonable control.

19. Contact us

Questions about these Terms? Contact us:

Vertocol Inc.
6977 Navajo Rd. Suite 104, San Diego, CA 92119
legal@vertocol.com