Terms of Service

1. Agreement to Terms

This End User License Agreement ("Agreement") is a binding legal agreement between you (either an individual or a legal entity, "Customer," "you," or "your") and Verex ("Verex," "we," "us," or "our") governing your use of the Verex Excel Add-in software ("Add-in" or "Service").

By installing, accessing, or using the Verex Add-in, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, do not install or use the Add-in.

2. License Grant

2.1 Enterprise License

Subject to your compliance with this Agreement, Verex grants you a limited, non-exclusive, non-transferable, revocable license to:

• Install and use the Add-in within your organization for internal business purposes
• Access AI-powered spreadsheet verification features during your subscription period
• Receive updates and support as described in this Agreement

2.2 License Restrictions

You may not:

• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Add-in
• Modify, adapt, translate, or create derivative works of the Add-in
• Sublicense, rent, lease, sell, or distribute the Add-in to third parties
• Remove, alter, or obscure any proprietary notices or labels on the Add-in
• Use the Add-in for any unlawful, fraudulent, or malicious purpose
• Exceed usage limits or quotas defined in your subscription plan
• Attempt to gain unauthorized access to our systems or networks

3. Acceptable Use Policy

3.1 Permitted Use

The Add-in is intended for:

• Enterprise business use for spreadsheet verification and validation
• Internal financial modeling, data analysis, and quality assurance
• Professional use within your organization or on behalf of clients

3.2 Prohibited Use

You agree not to:

• Process data containing illegal content, malicious code, or content that violates third-party rights
• Use the Add-in to develop competing products or services
• Overload, interfere with, or disrupt the Service or its infrastructure
• Violate any applicable laws, regulations, or third-party rights
• Submit false, misleading, or fraudulent information

4. Data Processing and AI Integration

4.1 Data Transmission

You acknowledge and consent that when you use the verification feature, your spreadsheet data will be transmitted to third-party AI service providers (including Google Cloud Vertex AI) for processing. This transmission is essential for the Add-in's functionality.

4.2 Data Responsibility

You are solely responsible for:

• The accuracy, quality, and legality of data you submit for verification
• Ensuring you have necessary rights and permissions to process the data
• Compliance with data protection laws applicable to your data
• Reviewing and validating all AI-generated verification results

4.3 Privacy and Security

Our data handling practices are detailed in our Privacy Policy at tryverex.com/privacy. Key protections include encryption in transit, no model training on your data, and automatic data deletion after verification.

5. Intellectual Property Rights

5.1 Verex Ownership

The Add-in, including all software, algorithms, user interfaces, documentation, and related intellectual property, is and remains the exclusive property of Verex. This Agreement does not transfer any ownership rights to you.

5.2 Customer Data

You retain all rights, title, and interest in your spreadsheet data. Verex claims no ownership over your data. We process your data solely to provide the Service as described in our Privacy Policy.

5.3 Feedback

If you provide suggestions, feedback, or ideas about the Add-in, you grant Verex a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into our products without any obligation to you.

6. Disclaimers and Limitations of Liability

6.1 Service Availability

THE ADD-IN IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VEREX IS IN EARLY DEVELOPMENT STAGE (MVP). WE DO NOT GUARANTEE UNINTERRUPTED, ERROR-FREE, OR SECURE OPERATION.

6.2 AI Accuracy Disclaimer

AI-GENERATED VERIFICATION RESULTS ARE PROBABILISTIC AND MAY CONTAIN ERRORS, INACCURACIES, OR OMISSIONS. YOU MUST INDEPENDENTLY VERIFY ALL RESULTS. VEREX IS NOT RESPONSIBLE FOR DECISIONS MADE BASED ON AI-GENERATED CONTENT.

6.3 No Warranties

Verex disclaims all warranties including but not limited to:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement
• Accuracy, reliability, or completeness of verification results
• Compatibility with all Excel versions or operating systems
• Continuous availability or uptime guarantees

6.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VEREX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING FROM YOUR USE OF OR INABILITY TO USE THE ADD-IN.

IN NO EVENT SHALL VEREX'S TOTAL LIABILITY EXCEED THE AMOUNT YOU PAID FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE CLAIM.

6.5 Force Majeure

Verex is not liable for delays or failures in performance resulting from circumstances beyond our reasonable control, including third-party AI service outages, internet disruptions, or acts of God.

7. Term and Termination

7.1 Agreement Duration

This Agreement begins when you first install or use the Add-in and continues until terminated by either party.

7.2 Termination by Customer

You may terminate this Agreement at any time by uninstalling the Add-in and ceasing all use of the Service.

7.3 Termination by Verex

Verex may terminate or suspend your access immediately if you:

• Breach any provision of this Agreement
• Engage in prohibited or unlawful use
• Fail to pay applicable fees (when subscription model is implemented)
• Pose a security or legal risk to Verex or other users

7.4 Effect of Termination

Upon termination:

• Your license to use the Add-in immediately ceases
• You must uninstall the Add-in from all devices
• Verex will delete your session data as described in our Privacy Policy
• Provisions regarding intellectual property, disclaimers, and liability survive termination

8. Updates and Modifications

8.1 Service Updates

Verex may update, modify, or discontinue the Add-in or any features at any time without prior notice. We are not obligated to provide updates, but when we do, they may be automatically applied to your installation.

8.2 Agreement Changes

We reserve the right to modify this Agreement at any time. Material changes will be communicated through the Add-in interface or AppSource listing. Continued use after changes constitutes acceptance of the modified Agreement.

9. Compliance and Legal Requirements

9.1 Regulatory Compliance

You agree to comply with all applicable laws and regulations including:

• Data protection and privacy laws (GDPR, CCPA, etc.)
• Export control and sanctions regulations
• Industry-specific regulations applicable to your business
• Microsoft AppSource and Office Add-in policies

9.2 Indemnification

You agree to indemnify and hold Verex harmless from any claims, damages, or expenses arising from: (a) your use of the Add-in, (b) your violation of this Agreement, or (c) your violation of any rights of third parties.

10. Governing Law and Dispute Resolution

10.1 Governing Law

This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of law principles.

10.2 Dispute Resolution

Any disputes arising from this Agreement shall be resolved in the courts of competent jurisdiction in Ontario, Canada, except that either party may seek injunctive relief in court for intellectual property matters.

10.3 Class Action Waiver

You agree that disputes will be resolved on an individual basis only. You waive any right to participate in class action lawsuits or class-wide arbitration.

11. General Provisions

11.1 Entire Agreement

This Agreement, together with our Privacy Policy, constitutes the entire agreement between you and Verex regarding the Add-in and supersedes all prior agreements and understandings.

11.2 Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

11.3 No Waiver

Verex's failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

11.4 Assignment

You may not assign or transfer this Agreement without Verex's prior written consent. Verex may assign this Agreement without restriction.

11.5 Contact for Legal Matters

For questions about this Agreement, contact: support@tryverex.com

12. Microsoft Office Integration

12.1 Third-Party Platform

The Add-in operates on the Microsoft Office platform and is subject to Microsoft's terms and policies. Verex is an independent service provider and is not affiliated with, endorsed by, or sponsored by Microsoft Corporation.

12.2 Office Add-in Requirements

You acknowledge that use of the Add-in requires a compatible version of Microsoft Excel and that Verex is not responsible for Excel compatibility issues, Microsoft service outages, or changes to the Office Add-in platform.