Terms and Conditions of Use
Date Published: 09.02.2025
Welcome to Vee!
Thanks for visiting Vee, a unique state-of-the-art digital platform available in the form of Software as a Service (SaaS), designed to assist non-profit organizations with their day-to-day operations (the “Platform”). The Platform is operated by and proprietary to Vee Inc., a private Company limited by shares, incorporated under the laws of the State of Delaware, USA, with registered offices located at 2916 N. Miami Ave, Miami, FL, and/or Affiliated entities thereof, as shall be designated by Us from time to time (“Vee”, “We”, “Us” or “Our”).
These Terms and Conditions of Use (the ”Terms”) collectively with an executed Subscription Form, and along with any other terms and policies (as amended and supplemented from time to time), provided to you in writing (including via electronic mail or via the electronic notices via the Platform) or published on one of Our Associated Properties (all of which are hereby incorporated by reference and form an integral part hereof), govern your access to, and use of the Platform and the Services, and constitute a legally binding agreement between Vee and you (“You”, “Your” or the “Customer”, or the “User” as the context dictates), effective as of the Effective Date (as defined below).
Notwithstanding the foregoing, in case you are entering into these Terms on behalf of another legal entity, such other legal entity shall be considered and referred to herein as the “Customer”, while you shall be considered and referred to herein as “You” or as a “User”. In such circumstances, (A) You hereby represent that (i) You have the power and authority to execute these Terms on behalf of and in the name of the Customer; (ii) You are a User as defined in the Subscription Form executed by the Admin; and that (iii) You shall comply with these Terms and adhere thereto as a User and as an authorized representative of the Customer; and (B) any representations or undertakings made by You, or that refer to You, shall be deemed as representations or undertakings that are also made by the Customer, or in respect of the Customer (as the case may be), unless explicitly provided otherwise.
These Terms govern (i) Your visit and use of Vee’s websites (currently vee.com), mobile applications, or other Associated Properties; and (ii) the use of the Platforms or Vee applicable Services directly through such Associated Properties, or through any Affiliates, business partners or third parties with which We engage from time to time.
Acceptance of Terms and Conditions of Use
By selecting the box “I Agree”, executing a Subscription Form which references these Terms, or otherwise by accessing Vee’s Associated Properties and/or by using the Services, as applicable, You agree to be bound by these Terms, and these Terms shall be effective upon the Effective Date, and You hereby:
(a) Acknowledge that You, on Your behalf as an individual (and to the extent applicable also on behalf of the Customer), have read, understood, and agree to comply with these Terms as well as with the [Privacy Policy and Cookie Policy], and that You are entering into a binding legal agreement with Us based on the provisions thereof;
(b) Acknowledge that there may be specific terms or conditions applicable to You as a User or as the Customer in a given jurisdiction, as detailed herein, and that You have read them carefully and agree to comply with them to the extent such terms and conditions apply to You;
(c) Represent and warrant that (i) You are at least 18 years or older, or if the legal age of majority where You reside is of an older age – such older age (“Legal Age”); (ii) You have full legal power and capacity (according to the laws applicable at the jurisdiction in which You reside or the laws governing these Terms), to enter these Terms; (iii) You are entering into these Terms and You are using the Services for a legitimate and lawful purposes; and (iv) You have not previously been suspended or removed from using Our Services;
(d) If You are entering into these Terms on behalf of Your employer or another legal entity, You hereby represent that You have full authority to bind said employer or other legal entity to these Terms, and all users who access the Associated Properties or Services through the Account; and
(d) Waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law (please feel free to print and keep a copy of these Terms, but please understand that We reserve the right to change any provisions thereof at any time).
Acceptance of Changes to the Terms and Conditions of Use
You further agree and understand that by visiting the Associated Properties or by logging into the Account or authenticating to our application programming interface (“API”) with your API key (“API Authenticating” or “API Authentication”) following any change to these Terms, Your login or API Authentication, as applicable, shall constitute Your agreement to the amended Terms by and between You and Vee, and You agree to be legally bound by its terms and conditions as amended. Among other things, this means that transactions that You have already undertaken and benefits that You or others have already earned could be affected by the amended Terms. You should, therefore, read these Terms from time to time. You agree and understand that We have the right to request Your affirmative assent and continuing acceptance of these Terms from time to time, as a condition of You accessing or using any Services, logging into Your Account, as applicable.
CHAPTER A: DEFINITIONS; INTERPRETATION; APPLICABLE LAWS AND REGULATIONS
- Definitions. Unless explicitly provided otherwise, in these Terms, the following capital terms shall have the meaning ascribed to them below, or in the referenced sections:
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- “Account” shall have the meaning ascribed to it in Section 12.3.
- “Account Credentials” shall have the meaning ascribed to it in Section 16.2.
- “Admin” shall mean the first User set out in the Subscription Form.
- “Affiliate” shall mean, with respect to any Person, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity; where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a party, whether through ownership of voting securities, by contract or otherwise.
- “AI Technologies” or “AI” shall mean artificial intelligence systems, models or methodologies, including but not limited to machine learning, deep learning, neural networks, Large Language Models and other natural language processing, computer vision, and other data-driver algorithmic approaches, trained on massive amounts of data and designed to simulate or augment human intelligence and capabilities in understanding, generating, translating, and interpreting complex data forms such as human language, images, and other sensory inputs, as well as capable of pattern recognition, predictive analytics, autonomous decision-making, and adaptive learning.
- “API” means an authenticating programming interface.
- “API Authenticating” or “API Authentication” means Your API key to the Account.
- “Applicable Laws and Regulations” shall mean state and federal laws of the State of [Delaware], as well as rules of any jurisdictions and governmental or regulatory authorities of any foreign jurisdiction in which You, the User, other Users and/or the Customer reside, registered or active, or to which any of you are subject by force of law, including, but not limited to: (i) the Computer Fraud and Abuse Act (CFAA); (ii) the Electronic Communications Privacy Act (ECPA); (iii) the Children’s Online Privacy Protection Act (COPPA); (iv) the California Consumer Privacy Act (CCPA) and other applicable state privacy laws; (v) the Americans with Disabilities Act (ADA); (vi) Federal and state consumer protection laws; (vii) Federal and state data breach notification laws; (viii) the CAN-SPAM Act; (ix) laws, regulations, and rules of relevant tax authorities; (x) Anti-Money Laundering (“AML”) and Counter Terrorist Financing (“CTF”) provisions as mandated by the Bank Secrecy Act, USA PATRIOT Act, other applicable federal and state laws, or similar laws in other jurisdictions; (xi) rules, regulations, and operating guidelines issued by payment service providers, card payment schemes or other third-parties which regulate or are responsible for processing any payment method (other than card payments) that enables Vee to accept payments.
- “Associated Properties” shall mean any website or other online point of presence, mobile application, service or feature, through which the Platform, products or services available, are syndicated, offered, merchandised, advertised, or described.
- “Auto-Posting Mode” shall have the meaning ascribed to it in Section 55.2.1.
- “Automated Activity” shall have the meaning ascribed to it in Section 44.1.
- ”Automated Submission Mode” shall have the meaning ascribed to it in Section 41.2.
- “Billing Frequency” shall mean the recurring interval at which the Subscription Fees are invoiced and charged to the Customer, as specified in the Subscription Form; the Billing Frequency may be monthly, quarterly, annually, or as otherwise determined by Vee and as detailed in the Subscription Form.
- “Business Day” shall mean any day other than Friday, Saturday, Sunday, and federal holidays in the United States, in which banks in Florida are open for business.
- “Business Hours” shall mean Our standard support hours from Monday to Friday, from 9:00 AM to 5:00 PM Eastern Time, excluding holidays.
- “Confidential Information” shall mean any non-public information of a party hereto, in whatever form, whenever furnished, whether disclosed verbally, electronically, or in writing, and whether or not marked as “confidential” or “proprietary”, which, given the totality of circumstances, a reasonable person knew or should have known to be proprietary, confidential, or competitively sensitive, including, without limitation, the provisions of these Terms, and any information relating to the business, services, processes, practices, products, customers, payment terms and plans, accounts, financial or contractual arrangements, Intellectual Property Right, or other information that is directly or indirectly disclosed by a party hereunder to the other party, whether in writing, orally or by way of access or inspection. Confidential Information shall not include information which, as can be evidenced by written records: (i) was known to The Receiving Party or was in its possession at the time of disclosure, without breach of confidentiality obligations; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) to the extent otherwise made available to a party by a third party without breach of confidentiality obligations; or (iv) is independently developed without use of or reference to the Confidential Information.
- “Customer Assets” shall mean the Social Media Accounts, Email Accounts and/or the Online Portal Access Account (as the case may be).
- “Customer Data” shall have the meaning ascribed to it in Section 13.4.
- “Customer Marks” shall have the meaning ascribed to it in Section 56.5.
- “Data Deletion Period” shall have the meaning ascribed to it in Section 27.
- “Disclosing Party” shall have the meaning ascribed to it in Section 57.1.
- “Effective Date” shall mean the earlier of (i) date of the execution of a Subscription Form; or (ii) the date on which You start using the Services.
- “Email Account” shall mean the email account You or the Customer grant Vee access to for the provision of the Services.
- “Equipment” shall mean any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like.
- “Export Controls” shall have the meaning ascribed to it in Section 60.
- “Feedback” shall have the meaning ascribed to it in Section 56.3.
- “Force Majeure Event” shall mean, in relation to any person, any event or circumstances beyond the reasonable control of such person including, without limitation, earthquakes, floods, fires, storms (including hurricanes, typhoons, and blizzards), droughts, volcanic eruptions, or other extreme weather conditions or natural catastrophes; epidemics, pandemics, public health emergencies, quarantines, or biological contamination incidents; war (declared or undeclared), acts or states of war, military actions, invasions, insurrections, rebellions, riots, civil unrest, terrorism, vandalism, or sabotage; compliance with applicable laws, regulations, directives, or governmental orders (including emergency orders), changes in law (including AI, data, and automation regulations), sanctions, embargoes, or export/import restrictions; strikes, lockouts, work stoppages, labour disputes, industrial or union actions, or other labour-related disruptions; failures or shortages in electricity, water, fuel, or other essential utilities; disruptions or failures in transportation, logistics, or supply chains; failures, outages, or interruptions in communications networks, internet connectivity, cloud infrastructure, or power supply to servers or data centres; cyberattacks (including denial-of-service attacks, malware, ransomware, or other unauthorized intrusions), data breaches, or other significant information security incidents; failures or disruptions caused by third-party vendors, service providers, payment processors, card schemes, hosting platforms, or financial institutions; failures or malfunctions in third-party APIs, system integrations, or external data sources critical to the performance of the Services; AI or software-specific failures, including algorithmic errors, AI model limitations or instability, training data corruption or bias, or issues in automated or machine learning systems; any other event or circumstance beyond the reasonable control of Vee that prevents or delays the performance of its obligations under these Terms.
- “Generated Content” shall have the meaning ascribed to it in Section 30.
- “Grant” shall mean Our grant search and application AI-generated agent as further detailed in Section 5.
- “Grant Application Form” shall mean a Selected Grant application form submitted by the Customer via the use of Grant whether through the Manual Submission Mode, the Online Submission Mode or any method of submission offered by Grant from time to time.
- “Grantor” shall mean an individual, foundation, corporation, or other donor entity that provides funds, grants, or other financial support to a non-profit organization for the purpose of supporting specific projects, operations, or public benefit missions which Grant has assigned as a Matched Grant Opportunity and the Customer subsequently pursued as a Selected Grant.
- “Intellectual Property Rights” shall mean any and all tangible or intangible rights, titles and interests of any nature, whether registered, registerable or otherwise, whether foreign or domestic, in and to any intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic, including, without limitation, patents, utility models, trademarks, registered designs, domain names, trade or business names, goodwill, copyrights, trade secrets, rights in databases, moral rights, know-how and any other intellectual property rights subsisting in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures, marketing methods and procedures and advertising literature, including the “look-and-feel” of any websites, and in each case all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these that may subsist anywhere in the world, whether arising by operation of law, contract, license, or otherwise; and all registrations, applications, renewals, extensions, continuations, division or reissues now or hereafter in force.
- “Legal Age” shall have the meaning ascribed to it in the Preamble.
- “Maggie” shall mean Our social media campaign management AI-generated agent as further detailed in Section 5.
- “Manual Application Form” shall have the meaning ascribed to it in Section 41.2.
- “Manual Submission Mode” shall have the meaning ascribed to it in Section 41.2.
- “Matched Grant Opportunity” shall have the meaning ascribed to it in Section 31.
- “Notice” shall have the meaning ascribed to it in Section 75.2.
- “Online Submission Mode” shall have the meaning ascribed to it in Section 41.3.
- “Open-Source Components” shall have the meaning ascribed to it in Section 56.2.
- ”Open-Source Terms” shall have the meaning ascribed to it in Section 56.2.
- “Our IP” shall have the meaning ascribed to it in Section 56.1.
- “Person” shall mean any individual, corporation, company, partnership, limited liability company, association, trust, joint venture, governmental authority, or other legal or juridical entity, whether acting in an individual, representative, or fiduciary capacity.
- “Platform” shall have the meaning ascribed to it in the Preamble.
- “Pre-Posting Approval Mode” shall have the meaning ascribed to it in Section 55.1.
- “Receiving Party” shall have the meaning ascribed to it in Section 57.1.
- “Sanctioned Person” shall mean a person subject to sanctions or otherwise designated on any list of prohibited or restricted countries, organizations or individuals as detailed in Section 4.5.
- “Selected Grant” shall have the meaning ascribed to it in Section 31.
- “Services” shall have the meaning ascribed to it in Section 5.
- “Social Media Account” shall mean any account registered by You or the Customer on a social networking platform, including but not limited to Facebook, Instagram, LinkedIn, and similar platforms, and that is connected to the Service as provided under these Terms.
- “Software” shall mean source code, object code or underlying structure of, ideas, know how, or algorithms relevant to, the Services, or future services, and any documentation or data related thereto, or any components thereof.
- “Subscription” shall have the meaning ascribed to it in Section 17.1.
- “Subscription Fees” shall mean the consideration for the provision of the Services which the Customer shall pay Vee per the purchased Subscription, as set forth in the applicable Subscription Form.
- “Subscription Form” shall mean a physical and/or electronic form completed by the Customer from time to time, setting out specific commercial and other terms and conditions of the subscription to use the Services, initially being the electronic form populated by the first User upon its subscription to the Services referencing to these Terms; each such form may be completed and placed in various ways, among which, an online form or in-product screens or any other mutually agreed upon offline form delivered by Vee to the Customer, including via mail, email or any other electronic or physical delivery mechanism, and shall include, at the least, a description of the Services ordered, the Subscription Plan, Subscription Term, Subscription Fees and the Billing Frequency.
- “Subscription Plan” shall mean the plan which the Customer has elected to subscribe to when registering with Vee and which includes the Services provided as detailed and described in the Subscription Form.
- “Subscription Upgrades” shall have the meaning ascribed to it in Section 25.
- “Subscription Term” shall mean the term during which the Services under the Subscription Plan shall be available, as specified in the Subscription Form.
- “Taxes” shall have the meaning ascribed to it in Section 24.
- ”Terms” shall have the meaning ascribed to it in the Preamble.
- “Third-Party Platforms” shall have the meaning ascribed to it in Section 38.
- “Third Party Service Provider” shall mean a verified third-party technologies and/or service providers, including artificial intelligence and automation platforms, by or through which We deliver, execute, promote or support Our Services.
- “User Submission” shall have the meaning ascribed to it in Section 30.
- “You”, “Your” or the “Customer”, or the “User” shall have the meaning ascribed to it in the Preamble.
- Interpretation.
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- The headings used in these Terms are for convenience only and shall in no case be considered in construing them. Each schedule, appendix, form or other instrument or document that is attached hereto or referenced thereby is incorporated herein by reference and constitutes an integral part thereof.
- These Terms set forth the entire understanding and agreement between You and/or the Customer and Vee regarding the subject matter hereof and supersede any previous discussions, agreements, and understandings of any kind (including, without limitation, any prior versions of this Agreement) and any financial relationships between You and Vee.
- Certain Services may be subject to additional terms and conditions, as shall be separately provided by Vee at its sole discretion, which terms and conditions shall be in force and effect upon the use of such Services. In such an event, such additional terms shall be interpreted as supplementary to the provisions of these Terms. In the event of any inconsistencies between such terms and the provisions of these Terms, these Terms shall prevail unless explicitly stated otherwise in writing by Vee.
- Our Services may also integrate with other services on several platforms provided by third parties, including payment processors. Please be aware that Your activities on each of these platforms may be subject to additional terms of service for that particular platform.
- Applicable Laws and Regulations. These Terms and Your conduct on Vee’s Associated Properties and any Service are subject to Applicable Laws and Regulations. You unequivocally agree and understand that by signing up to Vee and opening an Account and using Our Services in any capacity, You agree to act in compliance with and be legally bound by these Terms as well as the Applicable Laws and Regulations.
CHAPTER B: GENERAL REPRESENTATIONS
4. You represent, warrant and undertake that:
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- You are of Legal Age and have full power, capacity and authority to enter into these Terms and use the Services in any capacity;
- The Customer is a duly organized, validly existing entity and in good standing under the laws of the jurisdiction in which it is incorporated or operates, and that it is registering for the Service(s) within a jurisdiction in which it operates and is in compliance with all applicable laws and regulations of that jurisdiction;
- The Customer has, and will maintain throughout its engagement with Vee, all requisite right, power and authority to enter into these Terms, perform its obligations thereunder, and that You are authorized and empowered to act on behalf of the Customer, including, but not limited to, engage in these Terms and provide Vee with User Submissions, submit Grant Application Forms, and make representations to Grantors;
- Any information provided or made available by You or otherwise by the Customer is at all times accurate, complete, and not misappropriated or misleading;
- Neither You, the Customer, nor any of Customer other Users or respective directors, officers, employees, or beneficial owners are (and during their engagement with Us shall not be): (i) subject to sanctions or otherwise designated on any list of prohibited or restricted countries, organizations or individuals (each a “Sanctioned Person”) or owned or controlled by any of the foregoing (including but not limited to the lists maintained by the United Nations Security Council, the US Government (including the US Department of the Treasury’s Specially Designated Nationals List, Foreign Sanctions Evaders List, the US Department of Commerce’s Entity List and the US Department of State Directorate of Defense Trade Control restricted list), the Israeli Ministry of Defence’s Defence Exports Control Agency (DECA) restricted lists, the European Union or its member states, or other applicable government authority; (ii) located, organized, or resident in a country or territory that is the subject of comprehensive sanctions (including, as of the Effective Date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions); (iii) directly or indirectly engaged in any dealings or transactions with any person or entity described in (i) or (ii) above, use, transfer, provide access to, export or re-export the Services to or for the benefit of any Sanctioned Person; (iv) otherwise in violation of any applicable export control laws including without limitation, the US Export Administration Regulations, or the US International Traffic in Arms Regulations; or (v) any other applicable government authority (and You shall notify Us immediately upon becoming aware of any of the foregoing);
- The operations carried out by the Customer are legitimate and lawful and the Customer shall conduct its operations in accordance with all Applicable Laws and Regulations;
- The User and the Customer comply, and will comply, with these Terms, any Applicable Laws and Regulations, and any applicable Third-Party Platform terms of service.
CHAPTER C: THE SERVICES
5. Scope. Through Our unique, state-of-the-art digital platform (which is available in the form of Software as a Service (SaaS)), We provide a suite of digital tools, functionalities, products, virtual agents, and content features designed primarily for non-profit organizations (though Vee reserves the right to offer services to other types of organizations at its sole discretion, nor make any guarantees about results or outcomes from use of our Services) in various capacities, including, but not limited to, using AI Technologies and search engines (i) to assist in managing and optimizing the non-profit organizations’ presence and activities on social networks through authorized APIs and in compliance with each platform’s terms of service, inter alia by helping create, prepare and publish tailored content and posts for pre-agreed social media pages (subject to recommended review practices set out in these Terms), increasing donor engagement, and providing a social media calendar and other management features; and (ii) to continuously research identify and evaluate appropriate grants for which non-profit organizations can apply, based on information provided by the Customer or otherwise collected by Us, and upon Customer’s approval, assisting in the grant application and submission process, by preparing, editing, populating and amending the application forms and additional relevant documents whether by providing manual submission form or populating an online submission form, as further detailed in, and subject to the provisions of Section 41.3 of these Terms (the “Services”). The Services may include any third-party applications, integrations or services that may interact with or be accessible through Vee’s Services unless expressly excluded in this Agreement.
6. Provision of the Services.
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- Subject to Your and the Customer’s compliance with the provisions of these Terms (including subscription requirements and establishment of an Account), as well as the full payment of applicable Fees, We shall use commercially reasonable efforts to provide You and the Customer with the Services in accordance these Terms, or the service terms set out in the Subscription Form, if any.
- You agree: (i) to cooperate with Us in order to allow Us providing the Services, including by complying with all applicable export control and sanctions laws and regulations and not accessing or using the Services from any jurisdiction subject to comprehensive sanctions; (ii) to comply with instructions We may provide to You from time to time in connection with the provision of the Services; (iii) to provide Us with accurate and complete access credentials for Customer Assets, keep such credentials updated, and allow us necessary access through official platform APIs and authorized integration methods, in compliance with each platform’s terms of service and pursuant to Applicable Laws and Regulations; (iv) to explicitly authorize Us to access and operate within Customer Assets using AI Technologies for the purposes specified in these Terms; (iv) to ensure that Your use of the Services, including any content or media You provide, complies with all Applicable Laws Regulations, these Terms, policies and guidelines; (v) to maintain appropriate security measures for the Account and Customer Assets and immediately notify Us of any security breaches; (vi) to review and approve all Generated Content before publication or submission (or review and de-publish any infringing publications in the event that You or the Customer have elected Autonomous Posting Mode (as hereinafter provided) and You acknowledge and agree that You are solely responsible for any content published or submitted through the Services, whether manually or through auto-submissions; and (vii) to indemnify, defend, and hold Us harmless from any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising from: (i) Our authorized use of Customer’s Assets; (ii) User Submissions and Generated Content generated based on information with which We were provided or independently collected; (iii) incorrect or incomplete information provided by You; (iv) Your violation of any third-party terms of service or platform policies; or (v) Your use of the Services in violation of these Terms or Applicable Laws and Regulations.
7. Modification or Discontinuation of the Services. We may add, modify or discontinue any feature, functionality or any other tool, within the Services, at Our sole discretion and without prior notice, provided, however, that if We make any materially adverse change to the core functionality of the Services or to these Terms, We will use reasonable efforts to notify the Customer of such changes at least 45 (forty five) days prior to such changes taking effect. We reserve the right to make immediate changes when necessary for security, legal compliance or technical reasons without prior notice.
8. No Contingency on Future Releases and Improvements. You hereby acknowledge and agree that the purchase of the Services is not contingent on the delivery by Us of any future release of any functionality or feature of the Services, including, but not limited to, the continuance of: (i) a certain Service beyond its current Subscription Term; or (ii) Third Party Services; or (iii) dependent on any public comments We make, orally or in writing, regarding any future functionality or feature of the Services.
9. Support and Maintenance.
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- Support. Subject to the terms hereof and payment of all applicable fees, We will provide Customer’s Users with reasonable technical support services in accordance with Our standard practice, which may be modified from time to time at Our sole discretion. Users may request support through the following channels: email: support@vee.com, phone: (+_____), or our online ticket system cont.vee.com. We shall remain solely responsible for providing support regarding Our Services. Our support services do not include custom development, integration with third-party software not provided by Us, on-site support, support for issues arising from misuse or modification of the Services, or support for Third-Party Platforms or services that integrate with our Services. Any support services beyond the scope of standard support are subject to Our sole discretion, and may be subject to additional fees.
- Support Time and Response Times. Our standard support hours are Monday through Friday, 9:00 AM to 5:00 PM Eastern Time, excluding holidays. During these hours, our support team will be available to respond to Customer or User inquiries and address reported issues. [For critically severe issues, We offer 24/7 support]. The Services themselves are designed to be available 24/7, subject to scheduled maintenance windows and unforeseen outages. We will respond to support requests based on the following severity levels and maximum response times: – Critical (Service unavailable): [1 business hour] – High (Major functionality impaired): [4 business hours] – Medium (Minor functionality issues): [8 business hours] – Low (General inquiries): [24 business hours]. These response times are measured from the time we receive the Customer’s or the User’s support request through our designated support channels.
- Scheduled Maintenance. We generally update the Services on a continuous integration/continuous deployment basis, without requiring scheduled downtime or maintenance and without disrupting or altering existing functionality. However, we may at times perform routine maintenance on the Services during scheduled maintenance windows, which will typically occur between 10:00 PM and 2:00 AM EST on any given night. In such an event, we will provide at least 48 hours advance notice for any scheduled maintenance that may result in Service interruption. For any emergency maintenance, We will make reasonable efforts to notify the Customer as soon as practicable.
- Third-Party Services and Links.
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- You hereby acknowledge and agree that We may utilize certain Third-Party Service Providers. Hence (i) the continued availability and functionality of Our Services may be dependent upon the availability and performance of such Third-Party Service Providers; (ii) Your use of the Services may be subject to such Third-Party Service Providers terms and conditions of use. You acknowledge that We shall have no liability for any disruption or termination of such Third-Party Service Providers beyond Our reasonable control, nor shall We be liable for any claims of breach of such Third-Party Service Providers terms and conditions of use.
- Our Services may include hyperlinks or references to third-party websites or services that are not owned, controlled, or operated by Us. We do not endorse, monitor or have any control over the content, privacy practices or policies of such third-party websites or services. Accordingly, We disclaim all liability in connection therewith. You hereby acknowledge and agree that: (i) You are solely responsible for Your use of any third-party websites or services and any data or content submitted thereto; and (ii) You expressly release Us from any and all liability arising from Your, or any of Users’ use of any such websites or services. You are encouraged to carefully review the applicable terms and privacy policies of any third-party websites or services You choose to access.
- Our Services may use or refer to data or content collected or generated from third-party websites or services, and it may be subject to separate intellectual property rights or usage restrictions. Generated Content, or Matched Grant Opportunities generated by the Services may be based on or incorporate data or content collected or generated from third-party websites or services. Accordingly, We do not claim ownership over such third-party data or content, and We disclaim all liability in connection therewith or the use thereof. You hereby acknowledge and agree that: (i) You are solely responsible for ensuring that any use of such data or content complies with applicable terms and intellectual property rights of any third-party website or services having right over such content; and (ii) You expressly release Us from any and all liability arising from Your, or any of Users’ use of any such data or content, whether independently or through Our Service. You are encouraged to carefully review the applicable terms and intellectual property rights of any data or content collected or generated from third-party websites or services.
CHAPTER D: ACCESSING THE SERVICES
- Technical Conditions for Accessing Services.
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- The correct operation of the Associated Properties and the Services requires a device with access to the Internet and a browser (e.g. Mozilla, Opera, Chrome) that supports JavaScript and cookies. Be advised that using an outdated browser may cause a malfunction of certain Associated Properties and interruptions to the Services. The use of any external applications, overlays, or plug-ins to access the Services is at the exclusive risk of the User, for which We cannot be held responsible.
- You shall be responsible for (i) obtaining and maintaining any Equipment; (ii) ensuring technical compatibility between Your Equipment and the Associated Properties; (iii) establishing and maintaining their Social Media Accounts in compliance with each platform’s terms of service; and (iv) maintaining the security of the Equipment, including Your passwords, codes, keys, and files. Vee reserves the right to monitor service access and usage patterns for security purposes and to ensure compliance with these Terms. Our monitoring activities may include automated systems and AI agents, and You hereby consent to such monitoring and acknowledge that any data collected may be used to improve our Services and ensure compliance with these Terms.
- Legal Conditions for Accessing Services.
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- Our Services are only intended for individuals of Legal Age. We reserve the right to request proof of age at any stage during the Term and thereafter, as may be required by law, so that We may verify compliance with this requirement. Failure to comply shall grant Us the right to suspend or cancel the Account and/or terminate our engagement with You.
- The right to use some of the Services may be illegal in certain jurisdictions. It is Your responsibility to determine whether the use of the Services is compliant with applicable laws in Your jurisdiction, and You warrant to Us that the use of Our Services is not illegal in the territory where You are currently located, and You agree to comply with Applicable Laws and Regulations regarding the Associated Properties and the Services.
- There may be situations where, because of the legal framework in which You reside or operate, it could be possible to not have permission to use certain Services or features of Services. We are not responsible if, for several reasons, you cannot access such Services or features.
12.The Account.
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- General. Other than for general browsing of the Associated Properties, to access the Platform and use any of the Services, the Customer must first subscribe to the Services.
- Application. To begin the subscription process, the Admin must apply by populating and submitting a Subscription Form, whether electronically through one of the Associated Properties or with the assistance of one of Our sales representatives. The submission of a duly executed Subscription Form shall be deemed an application to register an Account, which application shall be reviewed and approved by Us.
- Creation of the Account. Upon the successful submission of the Subscription Form, a single dedicated account will be created for the Customer (the “Account”) to which the first User shall be granted access.
The Account shall be available to You on a preliminary and temporary basis only until We complete the processing of the Customer’s application and the collection of further information and documentation as provided below. The Account shall be maintained, and the registration details must be kept up to date through all Customer engagement with Us.
- Processing Time. Following the creation of the Account, Customer shall be required to provide information, documentation, objectives and preferences, which may affect Our ability to provide the Services, all as further detailed below. The verification process may take time, and We will make Our best efforts to complete it within 2 (two) Business Days from the day You shall successfully provide Us with all information We shall require.
- Rejection; Termination. We reserve the right to verify the information and documentation provided in the Subscription Form and thereafter during the registration process and reject the creation of an Account or terminate it, at Our sole discretion and without any obligation to provide reasons for such rejection.
- One Account Per Customer. Unless otherwise approved in writing by Vee and subject to any undertakings Vee may require at its sole discretion, each Customer shall have one Account associated with it, which Account shall be administered by the Admin, and by each additional User granted access thereafter (first by the Admin and thereafter by any other Users) by circulating unique Account Credentials. You, and such other Users (as authorized representatives of the Customer), may access and use such Account. You agree that You will not allow any unauthorized person to access or use the Account, shall not register such person as a User, nor allow such person to log in through Your User. You undertake to promptly notify Us in writing of any unauthorized access or use of the Account. You acknowledge that You shall be held liable for any act or omission that would constitute a breach of these Terms, as if such acts or omissions were made by You.
- Cross Default. To the extent that more than one Account per Customer is approved by Vee, in the event of (a) any breach of these Terms by a particular Account or any User acting through that Account, or (b) any unauthorized access or use, or unauthorized attempt to access or use, with respect to a particular Account, We shall be entitled, in Our sole discretion and in addition to any other remedies available, to suspend, close, restrict, or terminate such Account and any and all other Accounts to which such Customer has access, notwithstanding that no breach may have occurred under such other Account(s). Any remedy, enforcement, sanctions, restriction and/or right available to Vee in respect to such Account shall apply and be valid in respect to any other such Accounts held by Customer.
13.Information and Documents Required for Enrolling to the Services.
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- Mandatory. To apply to register an Account, the Admin shall be required to provide Us ((or any third party on Our behalf), in the Subscription Form (as well as in other forms and questionnaires delivered to it prior to or following the submission of the Subscription Form), Admin’s and Customer’s full name, email, and certain other information and documentation that We may require at Our sole discretion, such as documentation demonstrating the User’s authority to bind or otherwise act on behalf of the Customer. Admin shall also be required to provide the above information with respect to any person You contemplate registering as a User of the Account.
- Additional Information. In addition, in the Subscription Form and, in other forms and questionnaires delivered to the Admin prior to or following the submission of the Subscription Form, the Admin may be required to provide Us (or any Third Party Service Provider), in respect of the Customer and/or the Admin and/or any User and/or any officer or other member of the Customer’s leadership, with (i) registered and/or physical and/or mailing addresses, phone numbers; (ii) identity and/or passport and/or corporate and/or tax identification numbers; (iii) information on the nature and purpose of the charitable cause promoted by the Customer, including a detailed description of the nature of the Customer’s activities (including the charitable cause promoted thereby).
- Documentation. In addition, You and Customer may be required to provide Us with documents and certificates in respect of the Customer and/or the Admin and/or any User and/or any officer or other member of the Customer’s leadership, all at Our sole discretion, including but not limited to: (i) utility bills or other documents acceptable to Us proving place of residence; (ii) a valid proof of identification (ID, passport), a certificate of Incorporation or a certificate of Good Standing. We may require that the foregoing documents and/or certificates be translated, notarized and/or apostilled. We may also ask the Admin to deliver a photograph of an identity document showing the Admin’s and other Users’ faces and documents in the same frame (selfie) or we may ask to schedule a call over the telephone or a video communicator (e.g. Google Meet, Zoom, etc.).
- Service Specific Information and Documentation. Depending on the Services the User elects to use, User may be required to provide Us with information and documentation relating to (i) locations and populations Customer serves, geographic locations of Customer’s audience, the history of the Customer and any achievement since its inception, Customer’s Mission Statement and Statement of Need, Customer’s goals and objectives, details of specific plans; (ii) the effectiveness of Customer’s activities and how it is measured; (iii) the financial affairs of the Customer and its activities, including but not limited to, previous grants and/or donations for which the Customer has applied, whether or not approved (including details of donors), main contact person for grant applications, other sources of income, Customer’s annual revenue, expenses and contributions, annual operating budget, program budget, audited or reviewed financial statements, W9 and/or W8 or any other forms; (iv) compliance with Applicable Laws and Regulations; (v) the existence of certifications or approvals that establish eligibility for tax deductions, tax credits and other tax benefits on donations, under the jurisdictions in which it operates (i.e 501(c)(3) Determination Letter or any other similar certificates or letters of other jurisdictions) and compliance with the foregoing; (vii) the Customer’s logo, brand color and fonts, marketing materials, textual materials, brand guide; (viii) the Customer’s website, Customer Assets, as well as access information to such Customer Assets; (ix) the target audience on social media, social media manager (including contact details); (x) the desired goals for our Services, Customer preferences relating to execution of our Services (focus on certain posts, grant manager or writer, special or specific dates for generating posts; (xi) certain other information and documentation that We may require at Our sole discretion (the “Customer Data”). Notwithstanding the aforementioned, the Customer shall bear sole responsibility for obtaining, preparing, and providing any physical documentation – whether original, certified, notarized, apostilled, or otherwise authenticated – at the Customer’s own expense as may be required by any Third-Party Platform or Grantor in connection with the submission of any Grant Application Form or any other matter related to the Services.
- Accuracy. We assume, and You represent and warrant that, the information and documentation provided by You, and or by any other User is accurate, genuine, complete and current at all times, and acknowledge that any breach of this warranty shall constitute a material breach of these Terms entitling Vee to immediate termination and damages, and You shall indemnify and hold Vee harmless from any claims, damages, or losses arising from inaccurate or incomplete information provided by You or other Users. The Customer’s failure to provide information, or the provision of inaccurate, incomplete, fake, or obsolete information, may result in the immediate suspension or termination of the Account. Without derogating from the generality of the foregoing, the User acknowledges that the accuracy, completeness, genuineness of the information and documentation provided to Us directly affect the efficiency and effectiveness of the Services provided by Us and that the more accurate, comprehensive, and up-to-date the information and documentation submitted is, the better the Services can be tailored to meet the Customer’s needs.
- To ensure proper verification and analysis of the User and/or the Customer, We have the right to scan open information sources available on the Internet and to perform metadata analysis.
14. Manner of Delivering Documents. Unless specifically instructed otherwise, any requested documents should be delivered to Us in the form of a JPG or PNG scan or image sent by means of a form on the Associated Properties. The scan or image of the identity document must meet the following requirements: the data and information on the document must be clear, all edges of the document must be visible, and none of them may be obscured. The file must show no trace of any digital processing (e.g. no removal of any element from the image with a graphic editing program).
15. Changes Following Registration. User must promptly notify Us and update the foregoing information and documentation, particularly regarding (i) changes in the nature or purpose of the Customer activities, goals, mission statement; (ii) any bankruptcy, insolvency application, petition or proceeding, receivership, or similar action initiated or threatened against the Customer, or any circumstances that may lead thereto; (iii) any circumstances that may impair donors’ eligibility for tax deductions or benefits on donations. From time to time, We may also ask You to provide additional information as a condition to continue the use of Our Services.
16. Account Credentials Security and Current Contact Information.
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- Access to the Platform and the Services shall be authenticated through a one-time password mechanism. Following entry of the User’s email address on the Platform, the User will receive an email containing both (i) a click-to-login link for direct access to the Platform and the Services and (ii) a one-time password to be entered in the Platform in order to complete the login process, or through OAuth 2.0 authorization mechanisms (or the equivalent authorization mechanism as may be altered or upgraded from time to time by Vee).
- You are, and shall remain, solely responsible for maintaining the security and proper control of any ID and all IDs, passwords, login details, information, personal identification numbers (PINs) or any other codes that You use to access the Services (the “Account Credentials”). Any loss or compromise of the above information and/or personal information can result in unauthorized access to the Account by third parties. You are responsible for keeping up to date Your email address in your Account to receive any notifications or alerts that We send.
- We shall not be liable for any loss or damage, whether direct, indirect, special, incidental, or consequential, caused by failure to comply with rules protecting account information or failure to follow or take note of any notifications or alerts that We send, and You and the Customer agree to indemnify and hold Us harmless from any such losses or damages. If You feel that Account Credentials or other information has been compromised, contact us as soon as possible. The Customer will be solely responsible and liable for any losses, damages, liability, and expenses incurred by Us or any third party due to any unauthorized usage of the Account by either You or any other user or third party on Your behalf.
- You must notify us immediately upon becoming aware of any breach of security or unauthorized use of the Account.
- We do not have any responsibility for any damage or disruptions caused by computer viruses, spyware, or other malware that can harm Your computer or other equipment, or any phishing, spoofing, or other attacks. Regular use of reliable antivirus and malware screening and prevention software is strongly advised. If in doubt about the authenticity of communication from Vee, You need to connect to the Account through the Associated Properties and not by clicking on links contained in emails.
CHAPTER E: SUBSCRIPTION; FEES; BILLING
17. Subscription Plans.
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- The Services are provided on a subscription basis for the Subscription Term specified in the Subscription Form, in accordance with the respective Subscription Plan purchased thereunder (the ”Subscription”).
- Certain Subscription Plans offered by us are available at vee.com. Notwithstanding the foregoing, We reserve the right to propose additional subscription plans to any individual or group, without any obligation to publish these plans on Our Associated Properties. Furthermore, We may alter the proposed plans at any time, at Our sole discretion, which may include changes in pricing, terms, and the Services included.
18. Subscription Fees.
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- In consideration for the provision of the Services, the Customer shall pay Vee the fees per the purchased Subscription, as set forth in the applicable Subscription Form (the ”Subscription Fees”). Unless indicated otherwise, the Subscription Fees are stated in US Dollars.
- Unless explicitly provided otherwise in the applicable Subscription Form, the minimum Subscription Term of all our Subscription Plans is 12 (twelve) months. The Subscription Fees for the Services will be invoiced according to the billing frequency set out in the applicable Subscription Form and paid by the Customer as per the Payment Terms outlined in the set Subscription Form. In the absence of a specific billing frequency outlined in the Subscription Form, payment shall be made in a single cash instalment upon the submission of the Subscription Form. In the absence of specific payment terms, each payment shall be paid on the due date according to the foregoing billing frequency.
19. Billing. As part of registering to the Services, Customer agrees to provide us with updated, accurate, and complete billing information of a payment method acceptable to Us, as set out in the Subscription Form. The Customer authorizes Us (either directly or through our Affiliates, subsidiaries or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from the Customer’s payment method or designated banking account, and to make any inquiries that We may consider necessary to validate the Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from the Customer’s credit card company or banking account (e.g. updated expiry date or card number as may be provided to us by the Customer’s credit card company).
20. Non-Cancellable and Non-Refundable Fees. All Subscription Fees are non-cancellable and non-refundable, except in the event of (i) early termination by the Customer due to a material breach by Vee that remains uncured for 60 (sixty) days after receiving written notice of such material breach from the Customer; or (ii) termination by Vee due to illegality in the provision of substantially all the Services. In such cases, Vee shall refund any prepaid Subscription Fees for Services not yet delivered as of the termination date.
21. Disputed Payments. In the absence of any disputes or amounts mandatorily withheld by law, all payments must be settled in full by the Customer in accordance with these Terms. To dispute any amount of the Subscription Fees, the Customer must notify Us in writing within 7 (seven) days of the date on which the amount became due, providing a clear explanation of the dispute. We shall review and consider the dispute in good faith and provide a written determination within a reasonable timeframe. Any undisputed portion of the Subscription Fee must still be paid by the due date.
22. Failure to Pay. In the event of failure to collect the Subscription Fees owed by the Customer, or if We believe such may happen, We shall have the right, but not the obligation, at Our sole discretion, to collect the Subscription Fees at a later time, suspend or cancel the Account, without prior notice. Late payments shall incur interest at the maximum rate allowed by law, calculated from the due date until payment is made in full, including the period where the Parties are engaged in dispute resolution through mediation or court. We may also cancel the Account or condition the continuation of the Services if the Customer (i) ceases, or We believe that the Customer may cease, its operations; (ii) fails, or We believe that the Customer may fail, to pay any amounts due to Us; or (iii) becomes, or We believe that the Customer may become, subject to insolvency proceedings.
23. Changes in Payment Terms. We reserve the right to change or amend the Subscription Fees from time to time. We shall provide the Customer with a notice as appropriate under the circumstances, for example, only by displaying a prominent notice on the Associated Properties or by sending the Customer an email. Other than Subscription Plans under which the Customer has prepaid the Subscription Fees for the entire Subscription Term in advance, the amended Subscription Fee shall apply upon the lapse of the notice period provided, and the Customer’s continued use of the Services after the Subscription Fees have been amended will constitute Customer’s irrevocable acceptance of the said Subscription Fees. With respect to Customers who had paid Subscription Fees in advance as provided above, the amended Subscription Fee shall apply upon the lapse of the Subscription Term under their Subscription Plan.
24. Taxes. The Subscription Fees are exclusive of any and all taxes, levies, duties or similar governmental charges (including without limitation, value added tax), sales tax or goods and service tax which may be imposed in respect of these Terms and the purchase or sale of the Services hereunder (the ”Taxes”), except for Taxes imposed on Vee’s income. The Customer shall notify Vee promptly and in writing if the Customer is located in a jurisdiction that requires the Customer to deduct or withhold Taxes or any other amounts due to Vee. Under such circumstances, the Customer shall bear the sole responsibility and liability to pay such Tax, and such Tax shall be deemed as being added on top of the Subscription Fees payable by the Customer.
25. Subscription Upgrade. During the Subscription Term, Customer may upgrade its Subscription Plan by either: (i) upgrading to a higher type of Subscription Plan; (ii) adding add-on features and functionalities; and/or (iii) upgrading to a longer Subscription Term (collectively, the “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term, and some will not, as indicated within the Service and/or the Subscription Form. Upon a Subscription Upgrade, the Customer will be billed for the applicable increased amount of the Subscription Fees, at Our then-current rates (unless indicated otherwise in the Subscription Form), either: (i) prorated for the remainder of the then-current Subscription Term; or (ii) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by the Customer will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by the Customer upon the date on which the Subscription Upgrade was made.
26. Subscription Auto-Renewal.
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- In order to ensure the continuity of the Services and avoid unnecessary interruptions or loss of access to the Services, the Customer’s Subscription shall automatically renew itself upon the end of the then-applicable Subscription Term, for a period equal to the original Subscription Term. The Customer affirmatively consents to the automatic renewal terms and acknowledges that it has been clearly and conspicuously disclosed to it. The Customer may cancel auto-renewal at any time through their Account settings or by contacting support@vee.com.
- If the Customer’s current Subscription Plan is no longer available at the time of renewal, the Subscription will be converted to the most comparable available plan in terms of services and features at Our sole discretion. Unless otherwise notified to the Customer, renewal will be at the then-applicable price published by Us on our Associated Properties for the new Subscription Plan, subject to applicable tax adjustments and excluding any discount or other promotional offer provided for the first Subscription Term. We will provide at least 45 (forty five) days’ notice of any price changes via email to the Customer’s Email Account and through prominent notice on the Platform, as required by applicable U.S. state auto-renewal laws.
- Accordingly, unless either the Customer or Vee cancels the Subscription prior to its expiration, We will attempt to automatically charge the Customer for the applicable Subscription Fees upon or immediately prior to the expiration of the then-applicable Subscription Term.
- If the Customer does not wish to renew the Subscription Term, the Customer shall notify Vee of its intention not to renew the Subscription prior to its expiration by accessing the Account settings and selecting the appropriate options or by contacting Vee at the following email address: support@vee.com.
- Except as expressly set forth in these Terms, in the event that the Customer cancels its Subscription before the Subscription Term, the Subscription will not be renewed automatically as set forth herein. For the avoidance of doubt, in the event of Early Termination, the Customer will not be refunded any payment or credited for any unused period of the Subscription Term.
- Unless expressly stated otherwise in a separate legally binding agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of its Subscription, Vee will renew such Subscription at the full applicable Subscription Fee at the time of renewal.
27. Effect of Termination of Service. Upon termination or expiration of the Subscription Term, your Subscription and all rights granted to you hereunder shall terminate. The Customer will have access to the Account for a period of fifteen (15) days after termination or expiration solely for the limited purpose of retrieving Customer Data in its then-current format. Upon the lapse of such fifteen (15) days (the “Data Deletion Period”), We shall be permitted to delete all Customer Data from the Account, unless retention of such data is required, at Our discretion, by applicable law. In the event that the Customer did not request return of the Customer Data within the Data Deletion Period, Vee may continue to store and host it until Vee, at our sole discretion, deletes such Customer Data. Vee is not under any obligation to maintain any kind of Customer Data beyond the Data Deletion Period, and Vee reserves the right to delete it whenever under termination of the Services, subject to the foregoing. Customer acknowledges the foregoing, and it is solely responsible for exporting, requesting the return or deletion of the Customer Data before the termination or expiration of the Data Deletion Period, and therefore, Vee shall not have any liability to Customer or any third party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of these Terms shall not relieve the Customer from its obligation to pay due Subscription Fees.
CHAPTER F: USING THE SERVICES
28. License to Access and Use.
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- Upon Our final approval of Your application, which may be granted or withheld at Our sole discretion, and for as long as You are in full compliance with the provisions of these Terms (including, without limitation, full and timely payment of the Subscription Fees by the Customer to Us), and with the provision of any Applicable Laws and Regulations, Vee grants You a personal, non-exclusive, non-transferable, non-sublicensable, and non-assignable, limited and fully revocable right to access the Platform, and use the Services set out in the Subscription Form, or purchased from time to time thereafter through the Platform, solely for the Customer’s internal purposes, and subject to the limitations and restrictions provided herein or in any policies, guidelines or instructions provided or published by Us.
- Notwithstanding the foregoing, Vee reserves the right to suspend, terminate, or revoke, at its sole discretion and without notice or liability, Your access to the Services or any parts or features thereof, and shall not be responsible for any losses or damages resulting from such suspension, termination, or revocation, (i) if We believe, at Our sole discretion, it is required by any Applicable Laws and Regulations; (ii) if We suspect, at Our sole discretion, You or any third-party are using the Services in breach of these Terms, Applicable Laws and Regulations, provisions relating to Sanctioned Persons or Export Controls; or (iii) for any other reason at Our sole discretion.
29. Restrictions on Use.
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- Infringing Use. You may not, and shall not allow any other party to: (i) circumvent, disable or otherwise interfere with security-related features of the Services or its features, prevent or restrict use or copying of any content or enforce limitations on the use of the Services; (ii) violate or abuse password protections governing access to the Services; (iii) allow any third party to use the Services; (iv) give, sell, rent, lease, license, sublicense, timeshare, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute the Services, or any portion thereof to any third party (including any Your or Customer’s Affiliates), or use the Services in any service bureau arrangement or otherwise for the benefit of a third party; (v) copy, modify, reverse engineer, decompile, disassemble or derive, or otherwise attempt to decrypt, discover or derive, the Software; (vi) use the Services for competitive purposes, including to develop or enhance a competing service or product or in combination with any other products, process, equipment or software; (vii) use any robot, spider, scraper, AI agent or other automated means to access, collect data from, or interact with, the Services for any purpose, unless explicitly authorized in writing by Vee; (viii) upload to, or transmit from, the Services any data, file, software, or link that contains, or redirects to, a virus, Trojan horse, worm, scripting exploits, bots or other harmful component or a technology that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component, or that may otherwise interfere or attempt to interfere with the integrity or proper working of the Services, or any related activities; (ix) remove, deface, obscure, or alter the Vee’s, or any third parties’, copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services, or use or display logos differing from those of Vee; and/or (x) take any action that imposes or may impose (at Vee’s sole discretion) an unreasonable or disproportionately large load on Our infrastructure, or misuse or otherwise use the Services in an excessive manner compared to the anticipated standard use (examined at Vee’s sole discretion); (xi) use the Service to send unsolicited or unauthorized commercial communications; or (xii) use the Services in breach of these Terms; (xiii) exceed any technical limitations, usage caps, or other restrictions specified in the Subscription Plan or as otherwise communicated by Vee.
- Unlawful Use. You implicitly acknowledge and undertake that:
- You shall not engage directly or indirectly in, and that no causes promoted, or services rendered, by You or the Customer, for which the Services are provided, are, or shall, constitute, or be associated with, directly or indirectly, (i) any illegal, unlawful, illicit, unfair, immoral, deceptive or fraudulent activities or activities that violates the rules of community life; (ii) could damage the goodwill or the reputation of Vee or its Affiliates, partners or service providers (including among others sale of prescription or non-prescription drugs, pornographic content or services, illegal downloads, illegal games, illegal gambling, goods or services that infringe third party Intellectual Property Rights, tobacco products, alcohol, firearms, ammunition, or explosives, Ponzi schemes or similar fraudulent investment operations, goods or services prohibited by Applicable Laws and Regulations (or that are prohibited in those countries in which You or the Customer reside, or operates);
- You shall not use the Services, or encourage or assist any third party, to use the Services: (i) for deceptive commercial practices or any other illegal or deceptive activities; (ii) to violate the privacy of others, including posting private and confidential information of others without their express permission; or (iii) to perform or encourage others to perform any activities that are defamatory, libellous or threatening, constitute hate speech, harassment, or stalking;
- The Customer is the sole authorized and beneficial owner of the Account, and You and the Customer bind yourselves to bear the losses and any other legal consequences involved with the Customer’s conduct.
- You undertake to comply with all Applicable Laws and Regulations relating in any way to Your use of, and to Customer’s business activity and use of, the Services, including, without limitation, with any legislation, regulations and directives and/or guidelines pertaining to data privacy, anti-money laundering, payment processing (including any directives and/or guidelines of any applicable or competent card or payment scheme or regulatory or governmental authority), export laws and regulations to ensure that neither the Service nor any technical data related thereto are used in breach of such laws, or used for any purposes prohibited by, such laws and regulations.
- You will not directly or indirectly use our Services to take part in or enable the support of individuals, corporations, organizations, or entities subject to sanctions or embargoes administered by the United Nations, US Departments of State, Treasury, or Commerce (including but not limited to OFAC sanctions programs), the European Union, or any other applicable government authority with competent jurisdiction over the Customer, its Users or over Us.
- It is hereby clarified that We are not, and shall not be, responsible for any activities for which the Customer retains Our Services. We provide the Services to the Customer but have no way of knowing any of the particular nature and consequences of the Customer’s activities, and You shall fully indemnify, defend and hold Us harmless from and against any loss, liability, claim, damages, expenses of any kind (including reasonable legal and professional costs) suffered or incurred in relation to Your and the Customer’s actions or omissions.
- Prohibited Access Methods. You may not: (i) access or collect data from the Services using automated means (including but not limited to bots, scripts, AI agents or or use of Our API without Our approval) without Vee’s prior written permission; (ii) share Account Credentials or give access to the Account to others (including AI agents or automated systems); (iii) create accounts through automated means or under false or fraudulent pretenses; or (iv) use or develop any third-party applications that interact with the Services or other users’ content without Vee’s prior written authorization. Any violation of these restrictions shall constitute a material breach of these Terms.
- You acknowledge and agree that Vee reserves the right to monitor Your usage of the Services to ensure compliance with these Terms and Applicable Laws and Regulations.
CHAPTER G: USER SUBMISSIONS
30. General. For Us to be able to provide the Services to the Customer, Users may be required to upload to the Platform and/or otherwise submit to Us or Our Affiliates information data, files, attachments, certificates, texts, images, reports, documents, descriptions, graphics, photos, logos, drawings, designs, sounds, videos, interactive features, completing and submitting questionnaires, documentation, financial statements, and other relevant materials or content (each a “User Submission”). Such User Submissions shall be hosted, collected, stored and may be processed, altered, modified, transmitted, or used by Us or by any of Our Affiliates on the Customer’s behalf, including through AI Technologies, for: (i) the provision of the Services; (ii) creating and optimizing advertising campaigns; (iii) identifying and matching relevant grant opportunities and filing grant applications; and (iv) generating reformatting, altering, re-designing, modify, embedding, making derivative works based on such User Submissions (each a “Generated Content”).
31. Data Processing and Matching. In respect the Services provided through Grant, upon receipt of the User Submissions, the data shall be processed and entered into Our internal systems, including Our CRM (customer relationship management) and other analytical tools. Grant shall then perform an automated analysis of the Customer’s profile and funding needs and cross-reference it with relevant available funding opportunities (including grants and donors), assigning each a relevance and suitability score (the “Matched Grant Opportunity”). Based on such scoring, Grant shall present to You a curated list of Matching Grant Opportunities, and You shall select which Matched Grant Opportunity to pursue (the “Selected Grant”) and apply in accordance with the submission and authorization mechanisms detailed herein. Without derogating from the above, You expressly acknowledge, agree, and undertake that Grant’s ability to analyze, identify, score, and match suitable funding opportunities depends on the timely and accurate submission of such User Submissions by You or other Users.
32. No Liability. We assume no responsibility or liability whatsoever, and You shall be solely and exclusively responsible and liable for (i) User Submission and any Generated Content generated based thereon, (ii) any and all consequences of submitting them to Us, the disclosing, storing, transmitting, and publishing thereof through the Services by You, other Users or Us (even if We have been advised of the possibility of such consequences), regardless of the cause or form of action.
We shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages or losses arising from
33. No Duty to Monitor. It is hereby clarified that Vee shall not be obliged to monitor and/or moderate User Submissions, and there shall be no claim against Vee for not acting so. We have the right but not the obligation, in Our sole discretion and without further notice to You, to censor, edit, remove, delete, and/or remove any and all User Submission submitted by You at any time and for any reason. Without limiting the foregoing, We have the right to delete any User Submission that, in Our sole discretion, violates, or may violate, these Terms or any Applicable Laws and Regulations.
34. No Guarantee of Use. User Submissions as well as the Generated Content may be shared, transmitted, published, or delivered by Us or by any of Our Affiliates with and through third parties in connection with the Services. We have complete discretion whether to use, process, or publish any User Submissions.
35. Disclaimers. Whether or not such User Submissions or Generated Content, or any derivatives thereof, are published, You acknowledge, agree and undertake that: (i) any information submitted may become public or be disclosed to third parties and that We make no guarantee of confidentiality with respect to any User Submissions, Generated Content or derivatives thereof; (ii) We expressly disclaim any and all warranties or representations, whether express or implied, regarding the quality, accuracy, reliability, completeness, or fitness for any particular purpose of the User Submissions or Generated Content; (iii) You are solely and exclusively responsible and liable for any User Submissions (for details regarding Your liability regarding Generated Content or its derivatives or the use of Grant please refer to Section 47); (iv) You agree to indemnify and hold Us harmless from any claims, damages, or expenses arising from Your failure to comply, or enforcing compliance of User Submissions and Generated Content with all Applicable Laws and Regulations (including without limitation, privacy laws, intellectual property laws, content regulations, customer protection laws, laws and regulations that apply to advertising or publications) and the terms of any platform on or through which they may be published or transmitted; and (v) to the maximum extent permitted by Applicable Laws and Regulations, We shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages or losses arising from Your use of the User Submissions or Generated Content, even if We have been advised of the possibility of such damages.
36. Representations. You represent and warrant that: (i) You and/or the Customer have or have obtained all Intellectual Property Rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any User Submissions that You submit, post or display on or through the Service; (ii) such User Submission is in compliance with, and subject to, the Restrictions on Use (as described in Section 29 above); and (iii) any User Submissions You submit, Your use thereof, and Our use thereof, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy, data transfer and exportation, export controls, and economic sanctions; (c) violate any of third party’s policies and terms governing the User Submission.
37. Ownership; License. You or the Customer (as the case may be) retain ownership rights in and to the User Submissions submitted by You, subject to the licenses granted herein. However, by submitting the User Submissions, You hereby grant Us and Our Affiliates a worldwide, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, process, reproduce, copy, distribute, prepare derivative works of display, perform, export, transmit, submit, display the User Submissions and Generated Content, in connection with the Services, including without limitation the right to process User Submissions through artificial intelligence and machine learning systems for creating advertising campaigns, identifying grant opportunities, and generating derivative content, including without limitation, for redistributing part or all of the User Submission (and derivative works thereof) in any media formats and through any media channels and You hereby waive any moral rights in Your User Submission, to the extent permitted by law. The afore-mentioned license includes, but is not limited to: (i) maintaining and providing You the Services; (ii) preventing or addressing technical or security issues and resolving support requests; (iii) investigating when We have a good faith belief, or have received a complaint alleging, that such User Submission is in violation of these Terms or any Applicable Laws and Regulations; (iv) complying with a valid legal subpoena, request, or other lawful process; and (v) as expressly permitted in writing by You.
CHAPTER H: INTEGRATIONS WITH CUSTOMER ASSETS
38. General. In order for Us to be able to provide you the Services through Maggie, and/or through Grant, You hereby authorize and permit Us and/or Our Affiliates to access, manage, read, and act upon Customer Assets, whether directly or through any third-parties acting on their behalf. Such access shall be made (i) in respect of Maggie – as a third-party service provider, and (ii) in respect of Grant – by providing us direct access to Customer Email Accounts. Such authorization shall be effected in accordance with each such platform service provider’s (“Third-Party Platforms”) applicable terms of service, data privacy policies, and security protocols, as set by such Third-Party Platform’s operators, as may be in effect from time to time.
39. Power of Attorney. You hereby grant Us, on behalf of the Customer, a limited, non-exclusive, worldwide, royalty free, license and power of attorney, solely for the duration of the Subscription Term, to: (i) access, control, manage, operate the applicable Customer Assets, as designated by You and /or the Customer, for and on behalf of the Customer; (ii) generate, read, create, schedule, upload, host, save, store, post, transmit, deliver, distribute, display, publish any content on, and through, the applicable Customer Assets; (iii) upload media, links, files, information, documents, any forms of User Submissions and/or Generated Content; (iv) interact with any third-party content (e.g. replies, comments, shares, likes) on behalf of You and/or the Customer; and (v) perform such other actions at any time, and to any person, audience or platform as determined by Us and/or by Customer’s preferences if, and as provided to Us in writing upon Customer’s enrolment to the respective Services.
40. Maggie Enrolment Procedure. Our access to the Customer’s Social Media Accounts and the performance of the Services therethrough shall be executed solely via each Third-Party Platforms’ officially supported API’s and/or other authorized and supported means, utilizing encrypted communication channels and security protocols (as and to the extent shall be required by the applicable Third-Party Platform). Therefore, in order for us to be able to provide you with the Services:
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- You hereby agree to authenticate via the relevant Third-Party Platform and grant Us the necessary permissions, including, where applicable, reading account data, publishing content, and managing associated pages or business profiles. You expressly acknowledge, agree, and undertake to take any action (including upgrading Customer’s Social Media Accounts) as You may be required in order to allow and facilitate Maggie’s authorization to access and use the Customer’s Social Media Accounts.
- You hereby agree and undertake to approve and follow each Social Media Account and its applicable Third-Party Platform’s official OAuth 2.0 authorization mechanism (or the equivalent authorization mechanism as may be altered or upgraded from time to time by the Third-Party Platforms). You hereby acknowledge that any failure to provide Us with all permissions and authorizations required by Us may adversely affect the quality of the Services provided by Us, and/or our ability to provide the Customer with the Services, in whole or in part. In any such event, We shall not be able to guarantee, and shall not be liable for any disruptions in the provision of the Services, or in their functionality, integrity, or effectiveness of the Services, nor shall We be able to refund the Customer with any Subscription Fees under these circumstances.
- Upon successful authorization (as determined by the applicable Third-Party Platform), such Third-Party Platform shall generate an access token allowing the automated interaction between Maggie and the applicable Customer’s Social Media Accounts, in accordance with the settings and within the scope determined and authorized by You. We shall not access or use any information or perform any actions beyond the permissions expressly granted to Us, and/or beyond any such platform-specific limitations, to the extent applicable.
- Access tokens are time-limited, and the terms governing their use vary from one Third-Party Platform to another. The issuance, renewal, and revocation of such tokens are governed exclusively by the applicable Third-Party Platform’s terms of use and authorization processes, and the Customer is required to follow any renewal instructions and make sure that We are provided with all the permissions and authorizations that are required for the provision of the Services.
- Notwithstanding the aforementioned, You may revoke or refrain from renewing authorization at any time via the applicable Customer’s Social Media Account settings, upon which We will immediately cease accessing such account. However, please note that We shall not be able to guarantee, and shall not be liable for any disruptions in the provision of the Services, or in their functionality, integrity, or effectiveness, resulting from the revocation, expiration, or invalidation of such tokens, including but not limited to cases where such revocation constitutes a material breach of these Terms, nor shall We be able to refund the Customer with any Subscription Fees under these circumstances.
41. Grant Enrolment Procedures.
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- Overview. With Your Subscription to the Services, Grant will begin to browse and analyze the User Submissions in order to present You with Matched Grant Opportunities which You shall have the choice to either select or reject at Your sole discretion. Each Grantor controls the mechanisms and processes through which to apply for a Selected Grant. Depending on the Submission Mode determined by a Grantor and the procedure through which to apply for the Selected Grant, Our access to the Customer’s data and the performance of the Services via Grant shall be executed in accordance with secure and authorized means of data transfer and processing as detailed herein.
- Manual Submission by the Customer. In the Manual Submission Mode, Grant shall generate an application form for the Selected Grant which is submitted manually by You (“Manual Application Form”) in PDF format based on the grant funding requirements and requirements of the Selected Grant and send it to You for review and manual submission via Your Email Account. We shall not transmit any such content on Your behalf. In the event that access to the Email Account is facilitated (i) through OAuth 2.0 authorization mechanisms (or any equivalent authorization mechanism, as may be modified or upgraded from time to time by such Email Account), all terms, procedures, representations, undertakings, and limitations set forth in Section 40 shall apply mutatis mutandis to the use of the Services via Grant; (ii) through a different ‘hooking’ method, all terms, procedures, representations, undertakings, and limitations set forth in Section 43 and 44 shall apply mutatis mutandis to the use of the Services via Grant; or (iii) through the provision of the Email Account credentials, usernames, passwords, and the like, all terms, procedures, representations, undertakings, and limitations set forth in Section 42.1. In the future, an Automated Submission Mode will allow Grant to prepare and submit the Grant Application Form directly to the Grantor by accessing, managing, and sending emails from Your Email Account using the secure methods described herein. Without derogating from Section 55 herein, You shall bear full and exclusive responsibility for reviewing, approving, editing, and submitting such content, including ensuring its accuracy, completeness, and compliance with applicable Grantor terms and deadlines.
- Online Submission. Where the Selected Grant application is submitted through a third-party website online portal (respectively, the “Online Submission Mode” and the “Online Portal”), You shall create a user account on the applicable platform and provide Us with the access to the Online Portal in order for Grant to directly access the said user account and apply for the Selected Grant. In the event that access to the Online Portal and the said user account is facilitated (i) through OAuth 2.0 authorization mechanisms (or any equivalent authorization mechanism, as may be modified or upgraded from time to time by such Online Portal), all terms, procedures, representations, undertakings, and limitations set forth in Section 40 shall apply mutatis mutandis to the use of the Services via Grant; (ii) through a different ‘hooking’ method, all terms, procedures, representations, undertakings, and limitations set forth in Section 43 and 44 shall apply mutatis mutandis to the use of the Services via Grant; or (iii) through the provision of the Online Portal credentials, usernames, passwords, and the like, all terms, procedures, representations, undertakings, and limitations set forth in Section 42.1. You hereby authorize and permit Us to access and use such account solely for the purpose of completing and submitting the application on Your behalf. Without derogating from Section 55 herein, You acknowledge that (i) You remain responsible for ensuring the legality, accuracy, and suitability of the submitted materials, and for complying with the applicable Grantor’s platform rules and technical requirements; (ii) Grant shall operate under Your instructions; (iii) We shall not seek Your prior review or approval before submission; and (iv) all risks associated with the submission (including errors, disqualifications, or regulatory consequences) shall be borne by You.
42. Third-Party Platform’s Terms and Policies.
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- You hereby acknowledge and agree that the use of Third-Party Platforms and their services shall be governed by their respective terms and privacy policies, which are independent of these Terms. You hereby agree to be fully responsible and liable for any and all actions taken by Us on Your behalf through the Third-Party Platforms in accordance with these Terms and Your instructions. You hereby represent and warrant that: (i) the authorization granted by You to Us to access Third-Party Platforms does not and shall not constitute a breach of any contractual, statutory, or other legal obligation owed by You to such Third-Party Platforms; (ii) such authorization and any resulting access shall not be deemed to constitute unauthorized access to any computer system or network, under the Computer Fraud and Abuse Act (18 U.S.C. § 1030) or any other applicable within the meaning of Applicable Laws and Regulations; (iii) the access authorized by You to Us is not intended to and shall not be construed as an attempt to circumvent, bypass, disable, or otherwise interfere with any security features, access controls, or technological protection measures employed by the Third-Party Platform. We shall not be liable for any consequences arising from such breaches, unauthorized access or circumvention aforementioned, including any suspension, ban, penalty, monetization loss, reputational harm, any damage or disruptions caused by computer viruses, spyware, or other malware that can harm the Customer Assets or other equipment, or any phishing, spoofing, cyberattacks, or other adverse outcome which may arise from granting Maggie and/or Grant access to the Customer Assets, and the Customer shall not be entitled to a refund or cancellation of any Subscription Fees.
- By using Maggie and/or Grant, You hereby acknowledge, represent, and warrant that You have reviewed, understood, and agreed to the terms of use, privacy policies, community standards, and applicable policies of all Third-Party Platforms on which our Services operate. You further acknowledge, represent and warrant that Your use of Our Services does not, and will not, violate such terms of use, community standards, and applicable policies and that You hold all necessary rights and authorizations to permit Our access to the Customer Assets through the Services and any automations of Your and/or the Customer’s actions and/or omissions through such Customer Assets.
- You hereby acknowledge and agree that Third-Party Platforms, APIs, terms of service, acceptable use policies, and content guidelines are subject to change from time to time, and without notice. Such changes may materially impair, restrict, or prohibit the continued use of Our Services or render some features of Our Services inoperative. We shall not be liable for any consequences arising from such changes, including system downtime, feature loss, or functionality limitations, and We shall not be able to provide You with any refund in such event.
- You hereby acknowledge and agree that Third-Party Platforms have the sole and absolute discretion to modify their terms, impose restrictions, suspend or terminate accounts, or otherwise enforce rules that may directly or indirectly affect the functionality of Our Services, in whole or in part. We have no influence over such enforcement decisions and shall bear no responsibility for any suspension, ban, penalty, monetization loss, reputational harm, or other adverse outcome arising from Your use of the Services. Although We may monitor compliance from time to time, We shall not be obliged to do so, and You shall bear the sole responsibility for monitoring compliance with Third-Party Platform requirements.
- We shall not be liable for: (i) the availability, security, or continued operability of Third-Party Platforms; (ii) modifications to their policies, APIs, or permission protocols; or (iii) any content moderation or enforcement action taken by such Third-Party Platforms against the User or the respective Customer Assets.
43. Impersonation; Identity Theft.
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- The Services provided on Your behalf through the use of Maggie and/or Grant are automated and subject to Third-Party Platforms’ APIs, terms of service, acceptable use policies, and content guidelines. You hereby acknowledge that such Services may, among others, may be deemed or classified (currently or prospectively) by laws of certain jurisdictions to which You, other Users, Customer, Third-Party Platforms or Us may be subject to, constitute impersonation, identity theft, unauthorized access, misrepresentation, or other deceptive or unlawful conduct, whether civil or criminal in nature.
- You hereby irrevocably acknowledge, agree and assume all risks and liability resulting from such interpretation of the Services by any such jurisdiction. We do not provide any present or future review or monitoring of such legal interpretations and do not warranty compliance with such.
- For the avoidance of doubt, You hereby further acknowledge that such Services may not be recognized as constituting the valid and lawful result of an agency relationship under certain jurisdictions which may have jurisdiction over You, the Customer, the Third-Party Platforms or Us. In such cases, and as a condition of using the Services, You expressly grant Us full, irrevocable permission to access and use the Third-Party Platforms for the limited purpose of performing Services through Maggie or Grant as technical tools internally used and moderated by You. To the extent that such actions are not recognized under such jurisdictions as being valid way to provide the Services, You hereby release Us from any and all claims in respect of Our activity and shall indemnify Us from any damages We shall sustain. In this respect, You hereby waive any rights or claims contradictory to the foregoing.
- As such, You hereby irrevocably waive any claim, demand, or cause of action against Us arising from or related to such legal interpretations and acknowledge that no refund or compensation shall be due in connection to the interruption or revocation of access to the Third-Party Platforms and the ensuing provision of the Services through Maggie or Grant.
44. Automation, Anti-Spam Compliance, and Third-Party Restrictions.
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- Automated Activity, Bots, Scripts. Maggie and Grant are AI-powered tools designed to perform automated tasks, including but not limited to generating content, posting, commenting, liking, sharing, following, unfollowing, messaging, and other engagements with third-parties (i) with respect to Maggie – with other users on third-party social media platforms, and (ii) with respect to Grant – with various parties associated with potential grants and donations opportunities (collectively, the “Automated Activity”). Although We perform the Services in respect of Maggie – through Third-Party Platforms officially supported protocols (as provided above), and with respect of Grant – through authorized direct access, such Automated Activity may, either currently or prospectively, fall within the scope of prohibited or restricted conduct under the terms of use and/or community guidelines of such platforms and/or under Applicable Laws and Regulations. Vee does not control, nor does it guarantee the continued availability or permissibility of such Automated Activity. You hereby irrevocably acknowledge, agree and assume all risks and liability associated with the use of Automated Activity on Customer Assets, and waive any claims against Us related to such activities, including, without limitation, blocking, flagging, blacklisting, suspension, limitation, or termination of such Customer Assets. You further assume all liability for Your conduct through Our Services, approve that any actions or omissions taken by Us in or through Customer Assets (including the creation and transmit of any content), shall be deemed solely Your and/or Customer actions and/or omissions, waive any claims to the contrary, and confirm that You assume the risk of any proceedings in respect thereof, including any third-party intellectual property infringements claims. You hereby acknowledge that in such circumstances, the Customer shall not be entitled to a refund or cancellation of any Subscription Fees.
- Anti-Spam Safeguards and Limitations. While Maggie and Grant are programmed to adhere to posting thresholds and behavioral guidelines consistent with industry norms and available platform policies, We make no warranty or representation whatsoever, express or implied, that such safeguards and throttling mechanisms will prevent instances of flagged or restricted behavior, and You acknowledge that You are solely responsible for any consequences thereof by Third-Party Platform, search engines, email services, anti-spam or other filtering services, etc. You hereby acknowledge and agree that third-parties may mistakenly identify Your activity via Our Services, and other legitimate user activity as spam, abusive, or otherwise as violating its rules or that enforcement actions may occur by such third-party to punish, restrict, or regulate such activity and/or Customer’s Assets when it believes its terms, guidelines, or policies have been violated, or to the extent they are otherwise triggered. We expressly disclaim any liability for actions taken by Third-Party Platforms or other third-parties based on Our Services, their volume, timing, frequency, or format, whether in respect of User Submission or Generated Content.
- Regulatory Obligations. You shall be solely and exclusively responsible for ensuring that Customer’s use of our Services complies with all Applicable Laws and Regulations, including but not limited to U.S. Computer Fraud and Abuse Act, U.S federal and State data protection laws, U.S spam and communications laws (including CAN-SPAM Act), U.S intellectual property rights, U.S consumer protection laws, and platform-specific obligations, or any similar laws of other jurisdictions that may apply to You, other Users and the Customer. You specifically acknowledge that unauthorized access or exceeding authorized access to computer systems may constitute criminal offenses under these laws. We make no representation that the use of Our Services complies with any legal standard or third-party requirement.
- Assumption of Contractual Obligations. You further acknowledge and agree that the submission of any Grant Application Form may involve making express or implied representations or certifications, undertakings vis-a- vis the Grantor, including but not limited to those relating to financial information, regulatory compliance (such as anti-fraud, anti-corruption, and anti-money laundering laws), and other statutory or contractual obligations. You further understand that by submitting Grant Application Forms, You may become subject to binding legal obligations imposed by the Grantor, which may vary depending on the specific terms and conditions of each Matched Grant Opportunity or Selected Grant. Failure to comply with such requirements may result in full loss of your Grant demand by the Grantor to return any amounts disbursed to you in respect thereof.
- Marketing Content and Consumer Protection Compliance. You acknowledge and agree that all Generated Content produced or disseminated by Maggie or Grant may be subject to advertising and marketing laws and regulations, including truth-in-advertising standards, disclosure requirements for endorsements or promotions, opt-out, and jurisdiction-specific consumer protection frameworks, rules relating to generated engagements. We make no representation or warranty whatsoever regarding the legality, truthfulness, accuracy, or compliance of any content generated by the Services. All responsibility for compliance with applicable marketing and consumer protection laws resides exclusively with You. We expressly disclaim any liability for claims, enforcement actions, fines, or penalties arising out of or relating to such content. You shall bear sole responsibility for ensuring that all such content complies with applicable advertising standards, including without limitation the Federal Trade Commission Guidelines and other applicable US federal and state laws and regulations. While We may provide features to assist with international compliance (such as with GDPR), You remain solely responsible for ensuring compliance with laws in any jurisdiction where You or the Customer operate.
- User Indemnification. You shall indemnify, defend, and hold harmless Vee, its officers, directors, employees, agents, Affiliates, and licensors from and against any and all claims, liabilities, damages, losses, penalties, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) Your use of Our Services; (b) any content generated, distributed, or promoted through our Services; (c) alleged or actual violations of any law or regulation or the terms of any Third-Party Platforms, including as described under Sections 27 through 43 of these Terms; or (d) any breach of these Terms.
CHAPTER G: GENERATIVE ARTIFICIAL INTELLIGENCE RELATED LIABILITY
45. General. As previously noted, our Services involve, and are mainly comprised of, Generated Content that is generated, conceived and published on the basis of User Submissions, but not only, by using AI Technologies. You hereby further acknowledge that such AI-generated content may, among others, (i) contain factual, textual inaccuracies, bias, or unintended language; and/or (ii) be unlawful, defamatory, misleading, infringing on third-party rights, harassing, obscene, or considered spam. You are hereby advised and acknowledge that Vee makes no warranties or guarantees regarding accuracy, sensitivity, compliance, or fitness for any particular purpose of such content, and expressly disclaims all liability or responsibility for the aforementioned. You agree it is Your sole responsibility to review, verify, and approve all content generated by Us prior to use or publication.
46. No Legal Advice. The Services provided are not intended to constitute legal advice or legal representation. For the avoidance of doubt, any Generated Content by Grant, including grant language, Grant Application Forms, or application materials, is provided for informational purposes only and must be reviewed by You. We are not a law firm and do not provide any legal opinion, services or consulting regarding the databases used by Grant to find Matched Grant Opportunities, Your eligibility for such Matched Grant Opportunities or Selected Grants, the success of such applications, the legal standing of Grantors, any legal risk, liability or lack thereof.
47. No Guarantee of Success. Grant is an AI-based tool, which may utilize patterns identified in open-source or publicly available data, designed to assist in identifying, scoring, and preparing grant applications and streamlining the decision-making process of the Customer. While We strive to match You with relevant opportunities, We do not guarantee the identification of all grants You may be eligible to apply for, the success of any Grant Application Form, approval of funding, or any other result related to the Services provided. You further acknowledge that the final decisions to accept or reject a Grant Application Form are made solely by the relevant Grantors, and We have no control over such outcomes. Additionally, due to the increasing use of AI technologies, there is a possibility that Grant Application Forms generated by or with the assistance of AI may share similarities with applications submitted by other organizations. Vee expressly disclaims any liability for any reduction in the likelihood of grant success or any adverse outcomes resulting from such similarity, including but not limited to the use of similar language, structure, or content in Grant Application Forms. The Customer assumes all risks associated with the use of Generated Content for Grant Application Forms and acknowledges that Vee does not guarantee the uniqueness of any Grant Application Form.
48. Ineligible or Incorrect Submissions. We do not verify eligibility criteria for each Matched Grant Opportunity and Selected Grant. It is Your responsibility to ensure that You meet the relevant requirements before submitting an application. We disclaim all liability for any ineligibility, errors, or deficiencies in submitted materials, including but not limited to formatting issues, factual inaccuracies, or unsupported claims.
49. Automated Output; Human Oversight Required. All Generated Content by Grant is produced using AI-based processes and is dependent on the User Submissions provided. Such content may require further review, customization, or supplementation by You. We make no representations as to the completeness, suitability, or legal sufficiency of any document generated by Grant.
50. Missed Deadlines; Timing Delays. You are solely responsible for tracking deadlines and submission windows for Matched Grant Opportunities and Selected Grants. We are not liable for any missed deadlines, technical submission errors, or platform-related issues that may prevent or delay the timely delivery of an application, including in the Fully Automated Mode.
51. Compliance with Grant Regulations. By submitting or authorizing the submission of any Grant Application Form, You represent and warrant that (i) You are in compliance with all applicable laws, grant application rules, and funding criteria; (ii) all information provided is accurate, complete, and truthful to the best of Your knowledge; (iii) You are not in breach of any requirements set by the applicable Grantor; (iv) the use of AI Technologies or Generated Content in connection with the Services is at Your sole discretion and responsibility; (v) any Generated Content complies with all applicable disclosure obligations concerning AI-generated material, if any, and that submission of such content does not violate any rules or requirements of the relevant Grantor. Vee does not disclose or indicate whether any part of the Generated Content, Grant Application Forms or related materials was generated or assisted by AI, and shall bear no liability for any claims, damages, penalties, or disputes arising from such use or from any failure to disclose the use of AI where required.
52. Reporting of Content. You hereby undertake to promptly report to Us of any content You believe violates Applicable Laws and Regulations, platform terms, or personal or organizational standards, and We may, at Our sole discretion, take reasonable steps to remove or disable such content from the Customer Assets where technically feasible. In the event that We will not be able or authorized to lawfully remove or disable such content within a reasonable time, We shall notify You and You shall henceforth be solely responsible for the removal of such content from the Customer Assets.
53. No Warranties Regarding Authenticity or Accuracy. We hereby make no warranties, expressed or implied, and assume no responsibility regarding the authenticity, accuracy, legality, completeness, or appropriateness of any Generated Content by and through Our Services, including misrepresentations which may be submitted in the Grant Application Forms. All content is provided on an “as-is,” “as-available” basis, and may be subject to changes, hallucinations, misinterpretations, or errors. You expressly assume all risks associated with the use, reliance upon, dissemination of Generated Content by Us, or the submission of Grant Application Forms and any subsequent consequence or liability resulting from or connected to such Generated Content, or the submission of Grant Application Forms. To the fullest extent permitted by applicable law, We hereby disclaim any warranty of merchantability, fitness for a particular purpose, or non-infringement as to the Generated Content by Our Services, or the submission of Grant Application Forms.
54. Waiver and Indemnification for Claims Arising from User Submissions and Generated Content.
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- To the fullest extent permitted by Applicable Law and Regulations, You hereby irrevocably and unconditionally waive, release and discharge Vee and its Affiliates, directors, officers, employees, agents, contractors and licensors from any and all claims, liabilities, damages, losses, or expenses of any nature whatsoever, including, but not limited, to any cessation or suspension of the Services resulting from such circumstances, whether known or unknown, suspected or unsuspected, direct, indirect or consequential, arising out of or related to content created, generated or distributed by Us or through Our Services, electronic mail or other communications.
- Without limiting the generality of the foregoing, You hereby agree and undertake to indemnify, defend, and hold harmless Vee and its Affiliates, directors, officers, employees, and licensors against any claims, liabilities, penalties, costs, or expenses (including reasonable attorneys’ fees) resulting from (i) defamatory, offensive, or false statements made in the Generated Content; (ii) copyright, trademark, plagiarism and intellectual property infringements, publicity, or privacy right infringement; (iii) violations of applicable advertising, consumer protection, or commercial communication laws; (iv) breach of third-party platform terms of service; (v) regulatory actions, investigations or fines arising from non-compliant content; or (vi) any other claims, damages, losses, liabilities or expenses arising from or related to the use of our Services or any content generated through them. This indemnity shall survive the Termination of the User’s Account or the discontinuation of use of the Services.
- To the fullest extent permitted by law, You agree to defend, indemnify, and hold harmless Vee, its Affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:
- any content generated, published, or disseminated by Maggie, including but not limited to claims of infringement of intellectual property rights, defamation, libel, violation of privacy or publicity rights, or the publication of unlawful, misleading, or offensive material;
- any alleged or actual violation of Third-Party Platform terms of service, community guidelines, or acceptable use policies resulting from Maggie’s automated activities, including posting, commenting, liking, sharing, messaging, or other engagements on social media accounts;
- any alleged or actual actions by Maggie that are classified as spam, unsolicited communications, or otherwise in violation of anti-spam or marketing laws and regulations;
- any enforcement actions, penalties, account suspensions, content takedowns, or other measures imposed by Third-Party Platforms as a result of Maggie’s activities;
- any alleged or actual impersonation, misrepresentation, or unauthorized access claims arising from Maggie acting on behalf of the Customer on social media or other Third-Party Platforms;
- any alleged or actual loss of business, reputation, goodwill, or other consequential damages resulting from Maggie’s or Grant’s activities or Generated Content;
- any alleged or actual technical errors, malfunctions, or unintended consequences arising from the integration or operation of Maggie with Customer Assets or Third-Party Platforms;
- any application, letter of intent, or communication submitted using Grant on Your behalf (whether manually, via portal access, or fully automated);
- any allegation that information provided was inaccurate, incomplete, misleading, or in violation of Grantor requirements;
- any alleged or actual violation of applicable laws, Third-Party Platform terms, or grant funding conditions;
- Your failure to review, approve, amend or remove content prior to submission where applicable, including when Auto-Posting Mode is enabled;
- Your use of third-party credentials or access provided to Us for submission on Your behalf; and
- any claims based on reliance by a third-party (including a grantor or regulator) on information transmitted through the Services.
- You further agree that We are not, and shall not be, liable for any indirect, incidental, special, consequential, or punitive damages arising from the use of Maggie or Grant or the unavailability, modification, or inaccuracy of its output.
55. Recommended Monitoring Practices. Given the sensitivity of using AI and AI-generated content and engaging with third parties, and in an effort to assist Customers and Users in mitigating their risks, including as described above, We recommend, and have voluntarily established, monitoring procedures that help the Users to control the Generated Content published as well as some other Automatic Activities made by AI-generated technologies.
- Pre-Posting Approval Mode.
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- Unless expressly reconfigured by the User within the account settings, the default configuration of the Services shall (i) in relation to Maggie – generate content but refrain from publishing it on the Social Media Accounts or post it through Email Accounts; or (ii) in relation to Grant – generate a Grant Application Form but refrain from submitting it to the Grantor through the Manual Submission Mode, the Online Submission Mode or the Automated Submission Mode as applicable in each case, without a User’s prior express approval (“Pre-Posting Approval Mode”).
- When a Pre-Posting Approval Mode is active, each User associated with the Account shall receive a notification (via an in-app interface, email, platform pop-up, dashboard, control panel, or any other method Vee reasonably determines) to review the User Submission, Generated Content or Grant Application Form prior to its publication, posting or submission as applicable.
- Upon receipt of the notification, each User may either (i) explicitly authorize Maggie or Grant to publish, post or submit (as the case may be) the Generated Content, User Submission or Grant Application Form ‘as-is’ on the proposed Customer Assets; (ii) decline the publication, in which case the content will not be published on all the proposed Customer Assets until further instructions are delivered; or (iii) request modifications by submitting a request through the available interface for such content to be regenerated or revised, based on keywords, tone guidance, or free-text comments and instructions.
- You hereby acknowledge and agree that failure to respond within the designated review period (as determined by the Platform or the Account settings) may result in one of the following outcomes, as determined by Vee in its sole discretion: (i) auto-publication or auto-submission, as the case may be, of the content draft (if permitted); (ii) expiration of the content draft; or (iii) continued hold pending review. Vee shall not be liable for any consequences or losses resulting from Your failure to review content within the designated period.
- Upon receiving a response by the first User, Maggie or Grant as the case may be, shall (i) publish, post or submit the content; (ii) cancel the publication, the posting or the submission of the content permanently; or (iii) regenerate the content according to the instructions provided and repeat the steps in accordance with this Section 55.1.5. Vee reserves the right to limit the number of content regenerations at its sole discretion.
- Fully Autonomous Posting Mode.
- Any User may change the default configuration of the Services to authorize Maggie to generate and publish content on Customer’s Assets and/or Grant to submit Grant Application Forms, both as automated agents without prior review, modification, or approval by a User (“Auto-Posting Mode”). Such authorization constitutes express permission under applicable computer and automated systems laws for the AI agents to access and operate the designated accounts and platforms on the Customer’s behalf. In such a mode, We may provide You with notifications immediately following the content posting, delivery or submission, allowing You the opportunity to remove the post or attempt to recall the email posted or the submission.
- By enabling and/or continuing to use the Auto-Posting Mode configuration, the User selecting such mode and the Customer hereby (i) acknowledge, agree, approve and assume full risk and liability to any and all content, whether User Submissions, Generated Content generated or published or Grant Application Forms submitted, as well as the timing, location, and allocation of the publications of such content or Grant Application Forms submitted, as applicable, among or via Customer Assets; (ii) approve and assume full liability for the compliance of such publication with any Applicable Laws and Regulations, these Terms (and specifically with Sections 37 through 47 hereof); and (iii) assume full and sole responsibility for any and all content disseminated via the Customer Assets and any connected Third-Party Platforms, including but not limited to its accuracy, lawfulness, originality, ethical compliance, and adherence to community or platform standards.
- You fully understand and are aware that once content is posted or submitted on Customer’s Accounts or a connected Third-Party Platform, it may be subject to independent enforcement action, public visibility, or distribution beyond Our control or review. We hereby expressly disclaim all responsibility and liability for the substance, consequences, or legal compliance of any content posted by Maggie or submitted by Grant under the Default Posting Mode.
- Declaration Upon Submission. As part of each submission workflow initiated through Grant (including the Manual, Online, or Automated Modes), the Platform shall display a pop-up or equivalent on-screen notification prompting the Customer (or the User) to acknowledge, confirm and declare that (i) the Customer has reviewed, understood, and confirmed compliance with the eligibility criteria, policies, conditions, and terms of the Selected Grant; (ii) You authorize Us to submit the Grant Application Form, letters of intent, and related communications on Your behalf, solely within the scope of the permissions granted to Us and based on the Submission Mode You selected; and (iii) any misrepresentation, inaccuracy, or noncompliance may result in disqualification from the grant process, cancellation of an awarded grant, and exposure to all applicable penalties under law, including civil, regulatory, and criminal consequences.
- Retention of Certifications. Vee may log and retain technical records of such certifications (including time stamps, user ID, and response) solely for compliance and evidentiary purposes, subject to its Privacy Policy and Applicable Laws and Regulations.
CHAPTER I: INTELLECTUAL PROPERTY; CONFIDENTIALITY; DATA PRIVACY AND SECURITY
56. Intellectual Property and Proprietary Rights.
- Ownership of Our IP. These Terms are service subscription terms for accessing Services, and not an agreement for sale. You acknowledge that You are obtaining only a limited right to use the Services on a hosted basis and acknowledge that We and Our licensors, Affiliates and partners (as the case may be), retain all Intellectual Property Rights, title and interest of any nature in and to the Associated Properties, the Services, the Software, any tradenames, logos, trademarks, service marks, technology, any content related thereto or generated by the Services, including all modifications, enhancements, upgrades, customizations and derivative works, and any copies thereof, whether now existing or developed in the future (collectively, “Our IP”). Our IP is protected by copyright, trade secret, patent, and other intellectual property laws, regulations and treaties, and all rights in Our IP not expressly granted to You under these Terms are reserved, and except as expressly set forth herein, nothing in these Terms shall be construed as transferring any Intellectual Property Rights, title or interests to You or to any third-party.
- Open-Source Components within Our Services. Our Services may include third-party components (such as software, codes, and files) that are subject to third-party open-source license terms (respectively, the ”Open-Source Components” and the ”Open-Source Terms”). Your or the Customer’s right to use the Open-Source Components as part of, or in connection with, Our Services is subject to any applicable acknowledgements and license terms accompanying such Open-Source Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Open-Source Components and these Terms, the licensing terms of the Open-Source Components shall prevail in connection with the related Open-Source Components. These Terms do not apply to any Open-Source Components accompanying or contained in Our Services, and Vee disclaims all liability related thereto. You hereby acknowledge that Vee is not the author, owner, or licensor of any Open-Source Components, and that Vee makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Open-Source Components. Under no circumstances shall Our Services or any portion thereof (except for the Open-Source Components contained therein) be deemed to be “open source” or “publicly available” software.
- Users Feedback. If Customer or User submit to Us any feedback, suggestions, feature requests, or other input relating to Our Services or Our IP (collectively, “Feedback”), such Feedback shall be deemed the sole and exclusive property of Vee. Customer and User hereby (i) represent and warrant that such Feedback is accurate and does not infringe the rights of any third party; (ii) irrevocably assigns to Vee all rights, title, and interest in and to such Feedback; and (iii) waives any and all claims relating to past, present, or future moral rights or similar rights worldwide in connection with such Feedback. Vee shall be entitled to use, implement, or reject any Feedback at its sole discretion without any obligation to Customer or User.
- License to Use Our Services. Subject to these Terms and Your continued compliance, You are granted a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to electronically access and use Our Services and Our IP only in the manner described in these Terms, during the applicable Subscription Term, solely for Customer’s internal business purposes. This license explicitly excludes any automated access to or interaction with Third-Party Platforms unless such access has been expressly authorized by the applicable third-party, in which case the use of each such Third-Party Platforms shall be regulated by the terms of use provided thereby. Without derogating from the provisions of Section 29 [Restrictions on Use], it is strictly forbidden to copy, reproduce, alter, modify, republish, reverse engineer, decompile, transmit, distribute, collect, or make available to others, directly or indirectly, any part of Our IP. The usage of materials from the Associated Properties on any other website or other networked computer environments (not through the Services) for any purpose is strictly prohibited. Any such unauthorized use, violates copyrights, trademarks or other laws may bring civil or criminal sanctions.
- Use of Customer Name and Logo. You hereby grant Vee an irrevocable, royalty-free, worldwide, non-exclusive right and license, for the duration of the Subscription Term, to use Your name and Customer’s name and logo (the “Customer Marks”) solely for the purpose of identifying You and the Customer as a customers and users of the Services and inclusion in instructional, advertising, and/or promotional materials with respect to the Services through any media. This includes, without limitation, the use of the Associated Properties, in marketing materials, and in public announcements, as well as in instructional, advertising, and promotional materials in any media or format now known or hereafter developed. By approving these Terms, you hereby irrevocably agree to Vee sending instructional, advertising, and/or promotional materials, and You warrant that you have all necessary rights and permissions to receive such materials. You may revoke your consent in the manner specified in each correspondence or by notifying Vee of your decision to revoke your consent at the following email address: support@vee.com.
- We shall not modify or alter the Customer Marks and shall use them in accordance with any reasonable trademark usage guidelines that You may provide in writing from time to time.
- You acknowledge and agree that You shall not use Vee’s name, trademarks, logos, or other brand assets for any purpose without Our prior written consent. Any such permitted use must comply with Our then-current brand guidelines, and Vee may revoke such permission at any time at its sole discretion.
57. Confidentiality.
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- In connection with these Terms and Our Services each Party (a “Disclosing Party”) may disclose to the other Party (a “Receiving Party”) certain Confidential Information. Without derogating from the provisions of Section 30 [User Submissions], Each Receiving Party undertakes not to disclose or use the Confidential Information of the Disclosing Parties without such other party’s prior written consent.
- The Receiving Party shall: (i) implement reasonable safeguards to prevent unauthorized disclosure or use of Confidential Information, including preventing any prohibited automated access or scraping of data; (ii) restrict access to the Confidential Information to its employees, contractors, agents, or Affiliates on a need-to-know basis; and (iii) use the Confidential Information solely for purposes of fulfilling its obligations under these Terms.
- If the Receiving Party is legally compelled by court order, governmental authority of a competent jurisdiction, to disclose any Confidential Information, it may do so provided that (i) to the extent permitted by Applicable Laws and Regulations of such jurisdiction, it gives the Disclosing Party prompt written notice and cooperates, at the Disclosing Party’s expense, in any effort to obtain a protective order or otherwise limit such disclosure and (ii) such disclosure shall be made to the minimum extent required.
- All right, title, and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party.
58. Data Privacy.
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- Privacy Policy. In connection with Your access to and use of Our Services, We may collect, access, use, and share certain information relating to You, the Customer, other users and third parties with whom You interact, as well as by using cookies, all as further described in Vee’s Privacy Policy. By using Our Services, You acknowledge and agree to the practices described therein.
- Anonymous Information. We may collect, use or disclose statistical, aggregated, or otherwise de-identified data that does not identify any individual for any business purpose, including for improving and promoting Our Services. Such anonymous information is and shall remain the sole property of Vee, and We may use it without restriction.
59. Use of Data for Training AI Technology.
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- While We implement and maintain safeguards to protect Customer Data, You acknowledge and agree that We may, at Our sole discretion, use Customer Data to improve and train Our AI Technologies, provided that such use is strictly within a closed and controlled environment. For the avoidance of doubt, We shall not disclose, share, or make available any Customer Data to any other customer, user, or third-party.
- We recognize that Grant Application Forms may include sensitive strategic, financial, and intellectual content. Our systems are designed to prevent exposure of Customer Data into public training sets and risk disclosure to third-parties. Nevertheless, You acknowledge that any use of AI Technologies, including closed systems, carries inherent confidentiality and data protection risks. We take commercially reasonable measures to prevent any inadvertent use or repurposing of Customer Data that could breach donor privacy, confidentiality agreements, or regulatory commitments.
60. Export Controls. The Services, including its AI components and automated systems, may be subject to U.S. (or otherwise in violation of any applicable export control laws including without limitation, the U.S. Export Administration Regulations, or the U.S. International Traffic in Arms Regulations), or foreign export controls, trade sanctions, computer laws, AI regulations, and other laws and regulations (collectively, the “Export Controls”). The Customer hereby acknowledges, agrees and undertakes that (i) it shall not access or use the Services, directly or indirectly, in or for the benefit of any sanctioned jurisdiction or restricted party; or (ii) Customer is solely responsible for complying with all applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use, export, re-export or import of the Services and/or the Customer Data.
CHAPTER J: WARRANTIES AND INDEMNIFICATION
61. Warranty Disclaimers.
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
- EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES SOFTWARE, PLATFORM, SUPPORT AND MAINTENANCE ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER STATUTORY, EXPRESS OR IMPLIED, AND USER HEREBY ASSUMES ALL RESPONSIBILITY FOR THE SELECTION THEREOF TO ACHIEVE THEIR INTENDED RESULTS.
- VEE AND ITS AFFILIATES, SUBCONTRACTORS, THIRD PARTY SERVICE PROVIDERS, AND AGENTS HEREBY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AND/OR REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY US OR OBTAINED BY ANY USER FROM OR THROUGH THE SERVICES – WHETHER FROM DIRECTLY OR THROGUH AFFILIATE OR THIRD-PARTY SERVICE PROVIDER, AND WHETHER ORAL OR WRITTEN – CREATES OR IMPLIES ANY WARRANTY FROM VEE OR ANOTHER AFFILIATE OR THIRD-PARTY SERVICE PROVIDER TO THE USER OR CUSTOMER.
- VEE AND ITS RELATED PARTIES DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE SERVICE, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WILL NOT BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. VEE AND ITS RELATED PARTIES FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER THAT ARE BEYOND OUR CONTROL. CUSTOMERS’ USE OF AND RELIANCE UPON THE SERVICE ARE ENTIRELY AT ITS SOLE DISCRETION AND RISK, AND WE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO CUSTOMER IN CONNECTION WITH ANY OF THE FOREGOING.
- WITHOUT IN ANY WAY LIMITING ANY TERMS SET FORTH IN THE AGREEMENTS, YOU AGREE AND ACKNOWLEDGE THAT VEE AND ITS RELATED PARTIES DO NOT MAKE ANY GUARANTEES OR REPRESENTATIONS ABOUT THE OUTCOME OF THE SERVICES, INCLUDING WHETHER YOU ARE ELIGIBLE TO SUBMIT A GRANT, A GRANT SUBMISSION WILL BE SUCCESSFUL, APPLIED FOR WITHIN THE DEADLINE REQUIRED BY THE GRANTOR, YOU ARE FIT OR SUITABLE FOR ANY SPECIFIC GRANT OPPORTUNITY OR ITS ELIGIBILITY CRITERIA, OR ANY OTHER USE OF THE SERVICE BY YOU. YOU ACKNOWLEDGE THAT THE SERVICES MAY UTILIZE ARTIFICIAL INTELLIGENCE AND AUTOMATED SYSTEMS, AND YOU UNDERSTAND AND ACCEPT THE INHERENT LIMITATIONS AND POTENTIAL RISKS ASSOCIATED WITH TECHNOLOGIES. YOU AGREE AND ACKNOWLEDGE THAT YOU USE THE SERVICE IS AT YOUR OWN RISK, AND THAT NEITHER VEE NOR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS WILL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY IF YOU FAIL TO OBTAIN ANY GRANT OPPORTUNITIES IDENTIFIED VIA THE SERVICES OR FOR ANY AUTOMATED DECISIONS MADE BY THE SYSTEM.
- YOU CONFIRM, ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR: (A) ANY CONSEQUENCES THAT MAY RESULT FROM ANY TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS; AND/OR (B) ANY ISSUE THAT IS ATTRIBUTABLE TO YOUR HARDWARE OR SOFTWARE OR OUR INTERNET OR DATA SERVICE PROVIDER.
- YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
62.Limitation of Liability.
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- NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IN NO EVENT SHALL EITHER PARTY HERETO AND ITS AFFILIATES, EMPLOYEES, SUBCONTRACTORS, AND AGENTS (INCLUDING, THE THIRD-PARTY SERVICE PROVIDERS), BE RESPONSIBLE OR LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OR OTHERWISE, IN CONNECTION WITH THESE TERMS FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES THAT ARISE UNDER THE AGREEMENT OR THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) ANY LOSS OF INCOME, PROFITS, COSTS, ANTICIPATED SAVINGS; (III) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, LOSS OF, OR DAMAGE OR CURRUPTION TO DATA, USE, BUSINESS, REPUTATION, CREDIBILITY, TRUST, REVENUE OR GOODWILL; (IV) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; AND/OR (V) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- EXCEPT FOR THE INDEMNITY OBLIGATIONS UNDER SECTION 44.6 [USER INDEMNIFICATION], SECTION 54 [WAIVER AND INDEMNIFICATION FOR CLAIMS ARISING FROM GENERATED CONTENT], SECTION 64 [INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION] HEREIN, YOUR PAYMENT OBLIGATIONS HEREUNDER OR BREACH OF THE USE RESTRICTIONS BY YOU, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF VEE, ITS AFFILIATES, SUBCONTRACTORS, AND AGENTS (INCLUDING, ITS THIRD-PARTY SERVICE PROVIDERS), UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SERVICES), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) DURING THE 3 CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
63. Specific Laws; Reasonable Allocation of Risks.
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- Specific Laws. Except as expressly stated in these Terms, Vee makes no representations or warranties that your use of the Service is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable Laws, as applicable to your use of the Service.
- Reasonable Allocation of Risks. You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by and the Parties find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both You and We have relied on these limitations and risk allocation in determining whether to enter these Terms.
64. Intellectual Property Infringement Indemnification. Customer hereby agrees and undertakes to indemnify, defend and hold harmless Vee and its Affiliates, officers, directors, employees and/or agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses (including reasonable attorneys’ fees) or costs incurred as a result of any third party claim (i) arising from Customer’s violation of these Terms or any applicable law; and/or (ii) alleging that the Services, as provided by Vee and used by Customer in accordance with these Terms, Customer Data, including the use of Customer Data by Vee and/or its Affiliates, officers, directors, employees and/or agents, directly infringe any patent, copyright, or trademark, or misappropriate any intellectual property, privacy and/or publicity rights or trade secret of a third-party.
CHAPTER K: GENERAL PROVISIONS
65. General Termination and Suspension Authority. Without derogating from Our suspension and termination rights above, We may, at Our sole discretion, immediately suspend or restrict or terminate access to the Account and/or Our Services if We believe, at Our sole discretion, that (i) You or any third-party, are using the Services in a manner that may impose a security risk, may cause harm to Us or any third-party, and/or may raise any liability for Us or any third-party; (ii) Customer’s or a User’s breach of Section 29 [Restrictions on Use], infringement of Our IP or third party’s Intellectual Property Right. The aforementioned suspension rights are in addition to any remedies that may be available to Us in accordance with these Terms and/or Applicable Laws and Regulations.
66. Complaints Procedure.
- Whenever a User finds that Our Services are not provided in line with Applicable Laws and Regulations, such User may file a complaint in writing to [physical address], or in electronic form by sending an e-mail to: [_______]; Such complaint must include (i) the User’s and Customer’ full name and log-in details which identifies the User on the Site; (ii) a reasonable description of the subject matter, circumstance which justifies the complaint, as well as any supporting evidence; and (iii) a proposed way of settling the complaint.
- Complaints are handled in the order in which they are lodged but not later than within 30 (thirty) days. Whenever a complaint does not contain information necessary for its examination, We shall ask the User to add such information, and the 30 (thirty) day period will start running on the day on which the additional information is delivered to Us in good order. We may extend the time of examining the complaint by an additional 14 (fourteen) days and the person submitting the complaint will be notified of this fact. Whenever Services provided by external entities are involved, the complaint handling time may be extended by the expected time of handling the complaint by that entity, about which the User will be informed.
- You will be informed about the way of resolving the complaint in the same form in which it was submitted. You will have the right to appeal against Our decision regarding the complaint, according to the provisions of these Terms relating to disputes resolution.
- We may keep records of complaints and measures taken for complaint resolution, for internal purposes, inter alia, ensure the fair and consistent dealing with User complaints whilst striving to provide the highest level of customer service.
67. Relationship of the Parties; No Third-Party Beneficiaries. The Parties are independent contractors. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, joint venture, agency, fiduciary, employment relationship, or other form of legal association between the Parties. Neither Party shall have any authority to bind or obligate the other Party in any manner unless expressly agreed in writing. There are no third-party beneficiaries to these Terms.
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68. Non-Assignment. These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by Customer without Vee’s prior written approval. The prospective assignee shall agree in writing to assume all of Customer’s obligations under these Terms. Vee may assign, transfer, delegate or otherwise dispose of its rights, obligations, and/or title in the Services, in whole or in part, to any Affiliate or Third Part Service Providers, without Customer’s consent or prior notice. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the Parties, their respective successors, and permitted assignees. Any assignment not authorized under these Terms shall be null and void.
69. No Waiver. No failure or delay by either Party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the Party being deemed to have granted the waiver.
70. Governing Law and Venue [Dispute Resolution Mechanism].
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- Governing Law. Any disputes or claims arising out of or in connection with these Terms and/or the Services will be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict of law principles. The United Nations Convention for the International Sale of Goods shall not apply.
- Venue. In the event of any dispute arising out of the Agreement, each party agrees to cooperate and negotiate in good faith with the other party in an effort to amicably resolve said dispute. The Parties irrevocably agree that the state and federal courts located in Delaware shall have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with these Terms and/or the Services. Each Party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these Terms. Notwithstanding the foregoing, Vee may seek injunctive or other equitable relief in any jurisdiction in order to protect its Intellectual Property Rights.
- Service Process. Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address. Nothing in the Agreement will affect the right of any party to serve process in any other manner permitted by Applicable Laws and Regulations.
- Class Waiver. To the fullest extent permitted by Law, You agree that any dispute arising out of or in connection with these Terms, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action.
71. Force Majeure. We will not be considered in breach of this Agreement if a failure or delay in meeting Our obligations is caused by a Force Majeure Event, and shall not be required to provide refunds or credits for service interruptions caused by such events. We shall be excused from the performance of Our obligations during the period of the Force Majeure Event and for the amount of time the Force Majeure Event has lasted for thereafter.
72. Entire Agreement. These Terms (including all attachments, exhibits, addendums, any Subscription Form(s) and any polices referred to herein), constitute the entire agreement between the Parties regarding the use of the Services, and supersede any previous arrangements, understandings, representations, warranties, conditions, duties obligations or agreements between the Parties, written or oral, relating thereto. To the extent of any conflict or inconsistency between the provisions of the Terms and any Order Form or other document, the Terms shall prevail unless explicitly stated otherwise in writing and signed by an authorized representative of Vee.
73. Severability. These Terms shall be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law or public policy, unenforceable, invalid, or otherwise beyond the scope permitted by law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.
74. Survival. The rights and obligations of the Parties under these Terms that by their nature or context are intended to survive termination or expiration of these Terms will remain in effect, including but not limited to Sections related to Section 17 [Subscription Plan], Section 18 [Subscription Fees] in respect of unpaid Subscription Fees, Section 20 [Non-Cancellable and Non-Refundable Fees], Section 26 [Subscription Auto-Renewal], Section 29 [Restrictions on Use], Section 56 [Intellectual Property and Propriety Rights], Section 57 [Confidentiality], Section 58 [Data Privacy and Security], Section 61 [Warranty Disclaimers], Section 62 [Limitations of Liability] Section 65, [General Termination and Suspension Authority], and Chapter K [General Provisions].
75. Disclosures and Notices; Electronic Signature Consent.
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- Any required or permitted notices hereunder by You must be given in writing by a human representative (and not through any automated means by e-mail to the following address: support@vee.com or by registered mail or by a nationally recognized private express courier; such notices will be deemed received within five (5) business days from the delivery date.
- You hereby consent to electronic provision of all disclosures and notices from Us (“Notices”), including those required by Law. You further agree that its electronic consent will have the same legal effect as a physical signature.
- You agree that We can provide Notices regarding the Services to You through the Associated Properties or through the Account’s user interface, or by mailing Notices to the email or physical addresses identified in the Account. Notices may include notifications about the Account, changes to the Services, or other information We are required or wish to provide to You. You further agree that electronic delivery of a Notice has the same legal effect as delivery of a physical copy. We will consider a Notice to have been received by You within 24 hours of the time a Notice is either posted to our website or emailed to you.
- You authorize Us to provide Notices via text message to allow Us to verify Your control over the Account (such as through two-step verification), and to provide You with other critical information about the Account. Standard text or data charges may apply to such Notices.
- You may choose to withdraw its consent to receive Notices electronically by terminating its Merchant Account.