Enterprise Terms and Conditions

Vercel's Representations and Warranties. Vercel represents and warrants to you that the Services when used for their intended purpose and in accordance with Vercel's instructions, will materially conform to the Documentation for a period of thirty (30) calendar days from the date you are first permitted to access and use the Services. Your sole and exclusive remedy, and Vercel's sole and exclusive liability for any breach of this warranty will be, at Vercel's sole discretion, to either fix the Services to remedy the defect or refund the applicable subscription Fees paid by you for the Services, in each case, provided that you promptly notify Vercel in writing of any alleged breach of this warranty within such thirty (30) day period. This warranty is null and void to the extent the Services: (i) fail to conform with this warranty as a result of its use with any third-party hardware or software; (ii) is used for an unintended purpose, is used other than in accordance with its Documentation, or your use is otherwise in breach of this Agreement, or (iii) fail due to any defect in or misconfigurations of your projects or deployments, or Your Content.

Your Representations and Warranties. You represent and warrant that (i) you own all Your Content, or have obtained all permissions, releases, rights or licenses required to engage in Posting and other activities (and allow Vercel to perform its obligations) in connection with the Services without obtaining any further releases or consents; (ii) Your Content and Your other actions taken in connection with the Services, and Vercel's exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, privacy, publicity, or other personal or proprietary right and Your Content is not defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iii) you will use the Services only in compliance with Vercel's codes of conduct and policies (available at: https://vercel.com/legal), Documentation, and all applicable laws and regulations.

Mutual Representations and Warranties. Each party represents and warrants to the other that it has full right and power to enter into and perform under this Agreement, without any third-party consents or conflicts with any other agreement.

Your Indemnity. You hereby agree to indemnify and hold Vercel harmless against any third-party claims, actions or demands (including without limitation reasonable legal and accounting fees) arising or resulting from (a) your breach of this Agreement, (b) any claim of infringement, misappropriation, or violation of other proprietary or privacy right arising out of Your Content, or (c) your other access, contribution to, use or misuse of the Services. Vercel shall promptly notify you of any and all threats, claims and proceedings related thereto and give you reasonable assistance and the opportunity to assume sole control over defense and settlement; you will not be responsible for any settlement you do not approve, such approval not to be unreasonably withheld or delayed.

Vercel's Indemnity. Vercel hereby agrees to indemnify and hold you harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any third party claim or action that arises from (a) any injury to person or tangible property caused by Vercel while at your facilities for an onsite training, if applicable; or (b) any infringement or misappropriation of a third party's rights based on your use of the Services, including, without limitation, any actual or alleged infringement or misappropriation of a third party's copyright, trade secret, patent, trademark or other proprietary right provided that Vercel is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; provided, further, that Vercel will not be responsible for any settlement it does not approve, such approval not to be unreasonably withheld or delayed. The foregoing obligations do not apply with respect to the Services or portions or components thereof (a) not created by Vercel, (b) that are modified by someone other than Vercel after delivery to you, (c) combined with other products, processes or materials where the alleged infringement relates to such combination, (d) where you continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (e) where your use of such Services is not strictly in accordance herewith. In the event of a claim or if Vercel believes a claim is likely, Vercel may modify the Services, obtain a license for you or if the foregoing are not accomplished, terminate this Agreement.

Confidentiality. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, product or financial information or data relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). For the avoidance of doubt, Proprietary Information of Vercel includes non-public information regarding features, functionality and performance of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without confidentiality restrictions by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party as evidenced by its internal files. If a Receiving Party is required by law or a governmental agency to disclose the Disclosing Party's Confidential Information, the Receiving Party must provide reasonable notice to the Disclosing Party of such required disclosure so as to permit the Disclosing Party a reasonable period of time to seek a protective order or limit the amount of Confidential Information to be disclosed.

Company Ownership. Vercel shall own and retain all right, title and interest in and to (a) the Services, including all improvements, enhancements or modifications thereto and (b) all intellectual property rights related to any of the foregoing.

Feedback. To the extent you or any of your users provide any suggestions to Vercel regarding the functioning, features, and other characteristics of the Services, Documentation, or other material or services provided or made available by Vercel ("Feedback"), you hereby grant Vercel a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully transferable, worldwide license (with rights to sublicense through multiple tiers of sublicenses) under all of your intellectual property rights in such Feedback, for Vercel to use and exploit in any manner and for any purpose.

Customer Name. During the term of this Agreement, you grant Vercel a non-exclusive, royalty-free, fully-paid up license to use and reproduce your trademarks, tradenames and logos in Vercel's marketing materials and website(s) and to indicate that you are a Vercel customer. Vercel will abide by any written trademark usage guidelines provided by you. All goodwill arising out of the use of your trademarks, tradenames and logos shall inure to your benefit.

DPA; Privacy Policy. To the extent that Your Content or System Data (as defined below) is subject to any applicable data protection or privacy law, as defined in Vercel's Data Processing Agreement ("DPA"), and is processed and/or stored by Vercel on your behalf in connection with the Services, you agree to the terms of Vercel's Data Processing Agreement and consent to its processing in accordance with Vercel's Privacy Notice (each, as incorporated by reference). In addition, if Your Content is subject to the Health Insurance Portability and Accountability Act, you agree to Vercel's Business Associate Agreement as provided in the Order Form.

System Data. Vercel may collect, and retains all right, title, and interest in, data or information created, analyzed, generated, or derived in connection with the provision, use, and performance of the Services, including traffic data, logs generated from the Services, usage statistics, or aggregations or analyses thereof (in all cases, excluding Your Content) ("System Data"), and may use System Data for purposes of providing, maintaining, developing, and improving the Services.

PCI Compliance. Vercel is not a payment processor. To the extent that you are subject to the Payment Card Industry Data Security Standards (PCI DSS), you acknowledge that you are responsible for maintaining and monitoring compliance with PCI DSS requirements as prescribed by the PCI Security Standards Council as may be amended from time to time. You agree to comply with Vercel's Documentation on appropriate implementation of the Services for processing payments.

Fees. You will pay Vercel the then applicable fees described in the Order Form and/or Statement of Work for the Services set forth therein in accordance with the terms therein (collectively, the "Fees") and as follows:

Fees for subscription-based Services and Service Capacity shall be paid in advance on an annual basis as set forth in the Order Form. At any time during the term of your subscription, you may submit an Order Form to increase the Service Capacity of the Services and, upon Vercel's acceptance of such Order Form, you shall pay the Subscription Fees for such increased capacity, pro-rated for the remainder of your then-current term, and such Order Form shall renew concurrently with your then-current subscription for a period equal to your initial term.

Fees for additional usage, including usage fees incurred in excess of Service Capacity, shall be paid in arrears within thirty (30) days of the invoice date, or as set forth in the Order Form.

Fees for Professional Services as set forth in a Statement of Work shall be paid within thirty (30) days of the invoice date.

Payment Information. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate suspension of Services upon written notice to you of late payment.

You represent and warrant to Vercel that all of your payment information is true and that you are authorized to use the payment instrument. You will promptly update your Account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. All fees are non-refundable, except as otherwise expressly stated in this Agreement.

Currency; Taxes. All payments shall be made in the currency of, and within the borders of the United States. Fees do not include taxes and you will pay all applicable taxes, duties, withholdings, backup withholding and the like, other than U.S. taxes based on Vercel's net income; when Vercel has the legal obligation to pay or collect such taxes, the appropriate amount shall be paid by you directly to Vercel. If all or any part of any payment owed to Vercel under this Agreement is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the U.S. and any such country, such payment shall be increased by the amount necessary to result in a net payment to Vercel of the amounts otherwise payable under this Agreement. You will reimburse Vercel any pre-approved and agreed upon costs. Vercel may change its Fees and payment terms at its discretion; provided however, that such changes will not take effect for you until the start of the next Order Form or Statement of Work, as applicable. Vercel will provide written notice to you for any changes to the Fees that affect the Services purchased by you. Your continued use of the Services after the change becomes effective constitutes your agreement to pay the changed amount.

Term. Subject to earlier termination as provided below, the term of this Agreement will commence on acceptance of this Agreement and will continue for as long as the Services are being provided to you under this Agreement. The term of each Order Form shall automatically renew for successive terms equal in duration to the initial subscription term unless either party notifies the other party in writing, and, at least sixty (60) calendar days before the expiration of the then-current subscription term, that such party does not wish to renew the Services for an additional subscription term.

Termination. Either party may terminate this Agreement for the other party's material breach of this Agreement on thirty (30) days prior written notice if the breach (if curable) remains uncured within such time period, except that Vercel also may terminate this Agreement on fifteen (15) days' prior written notice if you exceed any Service Capacity and do not pay for such use.

Modification. Vercel may make commercially reasonable updates and improvements to the Services and Documentation from time to time. Vercel may sunset, retire, or replace any Service or feature thereof at any time, provided that Vercel makes a substantially similar Service or feature available to you for the remainder of your Order Form term. If Vercel is unable or unwilling to provide a substantially similar Service or feature, then Vercel will issue you a credit for the unused portion of any prepaid Fees attributable to the discontinued Service or feature. This Section shall not apply to modifications to Services or features made by Vercel to comply with applicable law or address a material security risk.

Effect of Termination. Upon the termination of this Agreement for any reason: (i) the licenses granted under this Agreement in respect of the Services shall immediately terminate and you and your users shall cease use of the Services; (ii) Vercel's obligations to perform Support Services and/or Professional Services shall immediately terminate; (iii) you shall pay to Vercel the full amount of any outstanding fees and committed amounts in Order Forms due hereunder; and (iv) within fourteen (14) calendar days of such termination, each party shall destroy or return all Proprietary Information of the other party in its possession or control, and will not make or retain any copies of such information in any form, except that the receiving party may retain one (1) archival copy of such information solely for purposes of ensuring compliance with this Agreement. All of Your Content on the Services (if any) may be permanently deleted by Vercel, in its sole discretion, upon any termination of your Account. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, Section 13, and accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

Limitation of Liability and Waiver of Consequential Damages. EXCEPT FOR EITHER PARTY'S BREACH OF SECTIONS 4, 6, 11, AND 13, OR YOUR INDEMNITY OBLIGATIONS, NEITHER PARTY NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR (C) FOR ANY DIRECT DAMAGES, COSTS, LOSSES, OF LIABILITIES IN AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE SUBSCRIPTION FEES PAID BY YOU TO VERCEL FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER THIS AGREEMENT.

Limits. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, VERCEL'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Law. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions and the parties agree to the exclusive jurisdiction of the state and federal courts in San Francisco county.

Binding Contract. You acknowledge that this Agreement is a contract between you and Vercel, even though it is electronic and is not physically signed by you and Vercel, and it governs your use of the Services.

Arbitration. Certain portions of this Section are deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act ("FAA"). You and Vercel expressly agree and intend that this Section satisfies the "writing" requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement. For purposes of this Section, "Claims" means collectively, and without limitation, any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys' fees, whether incurred pre-litigation, pre-trial, at trial, on appeal, or otherwise), damages of any kind whatsoever (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, non-asserted, fixed, conditional, or contingent) that arise from or relate to (i) the Services, including any and all contents, materials and software related thereto, and/or (ii) your use of the Services.

Informal Dispute Resolution. If any Claim arises out of or relates to the Services or this Agreement, other than as may be provided herein, then you and Vercel agree to send notice to the other providing a reasonable description of the Claim, along with a proposed resolution of it. Vercel's notice to you will be sent based on the most recent contact information that you provided Vercel. If no such information exists or if such information is not current, Vercel has no obligation under this Section. For a period of sixty (60) days from the date of receipt of notice from the other party, you and Vercel will engage in a dialog to attempt to resolve the Claim, though nothing will require either you or Vercel to resolve the Claim on terms with respect to which you and Vercel, in each of the parties' sole discretion, is not comfortable.

Applicable Law. If you and Vercel cannot resolve a Claim, within sixty (60) days of the receipt of the notice, then you agrees that that any such Claim and all other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement is void or voidable, or whether a claim is subject to arbitration relating to your use of the Services, will be resolved by binding arbitration, rather than in court. The FAA, not state law, shall govern the arbitrability of such disputes, including the class action waiver below. However, you and Vercel agree that California state law or United States federal law shall apply to, and govern, as appropriate, any and all Claims or disputes arising between you and Vercel regarding this Agreement and the Services, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to choice of law principles. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator must follow the terms of this Agreement as a court would. THIS SECTION, INCLUDING THE PROVISIONS ON BINDING ARBITRATION AND CLASS ACTION WAIVER, SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT, YOUR ACCOUNT OR THE SERVICE.

Arbitration Request. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Vercel at 440 N Barranca Ave #4133, Covina, CA 91723. The arbitration will be conducted by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Payment of all filing, administration and arbitrator fees will be governed by JAMS's rules. The arbitration shall take place in San Francisco, California or at such other venue (and pursuant to such procedures) as is mutually agreed upon. You can obtain JAMS procedures, rules, and fee information as follows: JAMS: 800.352.5267 and https://www.jamsadr.com.

Fees. You and Vercel will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Vercel to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then Vercel will have the right to elect to pay the fees and costs and proceed to arbitration. Arbitration rules may permit Vercel to recover attorneys' fees. Vercel will not seek to recover attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

Class Action Waiver. YOU AND VERCEL EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. You and Vercel each agree that such proceeding shall take solely by means of judicial reference pursuant to California Code of Civil Procedure section 638.

Exceptions. Notwithstanding the agreement to resolve all disputes through arbitration, you or Vercel may bring suit in court to enjoin infringement or other misuse of intellectual property rights (including patents, copyrights, trademarks, trade secrets, and moral rights, but not including privacy rights). You or Vercel may also seek relief in small claims court for Claims within the scope of that court's jurisdiction. In the event that the arbitration provisions above are found not to apply to you or to a particular Claim, either as a result of your decision to opt-out of the arbitration provisions or as a result of a decision by the arbitrator or a court order, you agree that the exclusive venue for any such Claim or dispute is set forth in Section 18. You and Vercel agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such Claims or any other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement or your use of the Services in the event that the arbitration provisions are found not to apply. In such a case, should Vercel prevail in litigation against you to enforce its rights under this Agreement, Vercel shall be entitled to its costs, expenses, and reasonable attorneys' fees (whether incurred at or in preparation for trial, appeal or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which Vercel may be entitled.

Restrictions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR VERCEL WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR VERCEL MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH HEREIN) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED. "Commencing" means, as applicable: (i) by delivery of written notice as set forth herein; (ii) filing for arbitration with JAMS as set forth herein; or (iii) filing an action in state or federal court. This provision will not apply to any legal action taken by Vercel to seek an injunction or other equitable relief in connection with any losses (or potential losses) relating to the Services, intellectual property rights of Vercel, and/or Vercel's provision of the Services.

Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to: legalnotices@vercel.com with the subject line "COMPANY ARBITRATION AND CLASS ACTION WAIVER OPT-OUT". The notice must be sent within thirty (30) days of your first use of the Services, otherwise you shall be bound to arbitrate any disputes in accordance with this Agreement providing for binding arbitration. If you opt-out of these arbitration provisions, Vercel also will not be bound by them.

Beta Features. Vercel may elect to provide certain Beta Features from time to time. Beta Features are provided "AS-IS", "WITH ALL FAULTS", and "AS AVAILABLE". Vercel's warranties, indemnities and SLA terms do not apply to Beta Features and Support Services are not provided for Beta Features. Vercel may change, discontinue or terminate your use of Beta Features at any time without notice. "Beta Features" means Services, releases, features, or functionality provided for preview, pre-release, evaluation, demonstration, or similar purposes.

Third-Party Services. The Services may contain links to, or be used in connection with, at your sole discretion, certain interoperable third-party products and services, including but not limited to integrations made available through the Services or other third-party products or services that you connect to your Account (collectively, "Third-Party Services"). Third-Party Services are solely governed by their third-party provider's respective terms of service, end user license agreement, privacy notices, and/or any other applicable terms or policies as disclosed or made available within the Services or the Notices and License Information; and made available by Vercel on an "AS IS" and "AS AVAILABLE" basis. Vercel does not make any representations, warranties, or guarantees regarding Third-Party Services, their providers, their availability, or their conformity to your security or compliance requirements and will not be liable, directly or indirectly, in any manner for any losses, special or consequential damages, or claims arising out of or in connection with Third-Party Services.