1. Introduction

These Terms of Service ("Terms") form a binding contract between you and the operator of vermarkty ("vermarkty," "we," "us," or "our"), and govern your access to and use of the vermarkty platform, including our website at vermarkty.com, the dashboard, and all related services and APIs (collectively, the "Service"). By creating an account, clicking "I agree," or otherwise accessing or using the Service, you accept these Terms. If you do not agree, you may not use the Service.

If you are entering into these Terms on behalf of a company or other entity, you represent that you have the authority to bind that entity, and "you" and "your" refer to that entity. Otherwise, "you" and "your" refer to you individually.

Our Privacy Policy is incorporated into these Terms by reference.

2. Definitions

"Customer" means a business or other entity that signs up for the Service to create marketing content for its brand.
"Customer User" means an individual who accesses the Service under a Customer's account, including staff with roles of Admin or User.
"Brand Assets" means the brand guidelines, reference images, logos, fonts, colors, and related materials that a Customer configures or uploads to the Service.
"Your Data" means all data, content, and materials that you or your Customer Users submit to, upload to, or generate through the Service, including Brand Assets, prompts, generated assets, documents, and configuration data.
"Output" means any content produced by the Service from Your Data, including AI-generated pictures and marketing copy and help-assistant responses.

3. Eligibility

You must be at least 18 years old, have the legal authority to enter into these Terms, and be an individual or entity permitted to use the Service under applicable law. You represent and warrant that:

You meet the requirements above;
You are not located in, organized under the laws of, or a resident of any country or territory subject to a comprehensive U.S. embargo or other applicable sanctions;
You are not listed on the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals list or any equivalent restricted-party list;
Your use of the Service will comply with all applicable U.S. export-control and sanctions laws.

4. Account Registration

To use the Service you must create an account with accurate, complete, and current information, and keep that information up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, including activity by Customer Users you authorize. You agree to notify us promptly of any unauthorized use of your account or any other security incident. We recommend enabling multi-factor authentication.

You are responsible for ensuring that each Customer User has agreed to comply with these Terms. You may suspend or remove Customer Users at your discretion through the Service.

5. Description of Service

vermarkty is a cloud-based AI marketing-content platform that helps Customers define brand guidelines (voice and tone, colors, fonts, logos, and dos and don'ts), upload reference images, and generate on-brand social-media pictures and marketing copy. Features include role-based access control, Brand Asset management, generation history, contextual help, and an AI help assistant.

We may add, modify, remove, or replace features of the Service at any time. For changes that materially reduce core functionality, we will use reasonable efforts to provide advance notice.

6. Customer Data and License Grant

Ownership. As between you and vermarkty, you retain all right, title, and interest in and to Your Data.

License to vermarkty. You hereby grant vermarkty a non-exclusive, worldwide, royalty-free license, during the term of these Terms (and as needed for the limited purposes described in Section 20), to host, store, copy, transmit, display, perform, process, index, embed, analyze, and create derivative works of Your Data, solely for the purposes of: (a) providing, securing, maintaining, and improving the Service; (b) creating backups and ensuring redundancy; (c) generating Outputs that you request, including AI-generated pictures and copy; (d) producing aggregated and de-identified statistics that do not identify you or any individual; and (e) complying with applicable law and lawful government requests.

Your representations. You represent and warrant that (i) you have the right to submit Your Data to the Service and to grant the license above; (ii) Your Data does not infringe any third-party right; and (iii) you have obtained any consents and given any notices required under applicable data-protection and privacy laws, including with respect to any individual whose likeness or personal information appears in reference images or other materials you upload.

No model training on customer data. vermarkty does not use Your Data to train AI models, and we do not authorize our subprocessors or AI providers to do so on our behalf.

7. Acceptable Use

You agree to use the Service only for lawful purposes and in compliance with these Terms. You shall not, and shall not permit any Customer User to:

Violate any applicable law or regulation, including intellectual-property, advertising, marketing, anti-spam, consumer-protection, and data-protection laws;
Generate, upload, or distribute content that is unlawful, defamatory, deceptive, fraudulent, hateful, harassing, or that depicts or sexualizes minors;
Generate content that impersonates a real person or brand, or that uses a third party's name, likeness, trademark, or copyrighted work without authorization;
Upload or transmit viruses, malware, ransomware, or any harmful or destructive code;
Attempt to gain unauthorized access to the Service, to other Customer accounts, or to any systems or networks connected to the Service;
Upload or transmit content that infringes, misappropriates, or violates any third-party intellectual property, privacy, publicity, or other right;
Use the Service to send spam or unsolicited bulk communications to any recipients;
Scrape, crawl, or otherwise extract data from the Service through automated means except through an authorized API and with appropriate credentials;
Interfere with or disrupt the integrity, security, or performance of the Service;
Share account credentials with any unauthorized third party, or grant access to the Service to any party that has not agreed to these Terms;
Sell, resell, rent, lease, sublicense, white-label, or otherwise commercialize the Service or access to the Service without our prior written consent;
Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law;
Use the Service, Outputs, or any data derived from the Service to develop, train, or improve any product, model, or service that competes with vermarkty, including any AI/ML model trained on Outputs;
Benchmark or perform competitive analysis on the Service without our prior written consent.

We may investigate suspected violations and take appropriate action, including suspending or terminating access. See Section 20.

8. Generated Assets and Ownership

As between you and vermarkty, you own the Brand Assets you upload, and—subject to your compliance with these Terms, your payment of applicable fees, and the terms of the third-party AI providers described in Section 10—the pictures and copy you generate through the Service ("Generated Assets") are yours to use for your own marketing purposes.

Because AI Outputs are generated probabilistically, similar or identical Generated Assets may be produced for other Customers, and we make no representation that any Generated Asset is unique or that you can obtain trademark or copyright protection for it. You are solely responsible for reviewing each Generated Asset before use and for ensuring that your use complies with applicable law and does not infringe any third-party right.

9. AI Features

The Service includes AI-assisted features, including content generation and an in-product help assistant. By using these features:

You acknowledge that the prompts, brand guidelines, and reference images you submit for generation, and the questions and context you submit to the help assistant, are transmitted to a third-party AI service for processing;
You represent that you have the right to submit those materials and that doing so does not violate any third-party right or applicable law;
You understand that AI Outputs may be incomplete, inaccurate, off-brand, or contain errors, and that you are responsible for reviewing and verifying any AI Output before relying on or publishing it;
You acknowledge that AI Outputs do not constitute legal, advertising-compliance, or other professional advice.

10. Third-Party AI Providers

The Service relies on third-party foundation-model providers to generate pictures and copy and to power the help assistant. When you use these features, the relevant prompts, brand guidelines, and reference images are transmitted to those providers for processing, subject to their terms and to our Privacy Policy. As described in Section 6, vermarkty does not use Your Data to train AI models and does not authorize its providers to do so on its behalf. The availability, behavior, and output quality of generative models may change over time, and a given model may be updated, deprecated, or replaced.

11. Payment Terms and Taxes

Fees. The Service is provided on a subscription basis. Pricing is communicated to you at signup and through your account, and may include per-seat, per-plan, usage-based, or other components. We may change pricing on at least thirty (30) days' prior notice; price changes take effect at the start of the next billing cycle following the notice period.

Billing and auto-renewal. Subscriptions renew automatically for successive periods of the same length as your current term unless cancelled before the renewal date. You may cancel auto-renewal at any time through your account or by contacting us through the contact form (subject: Account / Billing). Cancellation takes effect at the end of the current billing period; you remain responsible for fees through the end of that period.

Taxes. Fees are exclusive of all taxes, levies, and duties, including any applicable sales, use, value-added, or similar taxes. You are responsible for all such taxes, except for taxes imposed on vermarkty's net income. Where we are required by law to collect a tax from you, we will add it to your invoice and remit it to the relevant authority.

Late payment. Fees not paid by the due date may bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend or terminate access to the Service for non-payment after reasonable notice.

No refunds. Except where required by law or as expressly stated in these Terms, fees are non-refundable.

12. Service Availability and Modifications

We will use commercially reasonable efforts to make the Service available, but we do not guarantee uninterrupted access. The Service may be temporarily unavailable due to scheduled maintenance, emergency maintenance, infrastructure-provider outages, security incidents, or other circumstances beyond our control. We will use reasonable efforts to provide advance notice of scheduled maintenance and to minimize disruption.

Beta, preview, or "early access" features are provided "as is" and may be discontinued, withdrawn, or made generally available at any time without notice.

13. Intellectual Property

The Service, including all software, algorithms, content, designs, trademarks, logos, and documentation, is the exclusive property of vermarkty and its licensors and is protected by intellectual-property laws. Subject to your compliance with these Terms, vermarkty grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes during the term of these Terms. These Terms grant you no other rights in the Service, and all rights not expressly granted are reserved.

You may not use any vermarkty trademark, logo, brand name, or other identifier without our prior written consent.

14. Feedback

If you provide us with any suggestions, ideas, feedback, or recommendations regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate that Feedback into the Service or any other product or service, without restriction or compensation.

15. Privacy

Our collection and processing of personal information is described in our Privacy Policy, which is part of these Terms.

You are responsible for ensuring that your use of the Service complies with applicable data-protection and privacy laws, including providing required notices to and obtaining required consents from any individual whose likeness or personal information appears in reference images or other materials you store in the Service. You remain responsible for that personal information; vermarkty handles it on your behalf and only as needed to provide the Service.

16. Copyright Complaints

vermarkty respects intellectual-property rights and will review and respond to notices of alleged copyright infringement.

How to submit a notice. If you believe content on the Service infringes your copyright, please submit a notice through our contact form using the subject "DMCA / Copyright Notice." So that we can act on your notice, please include:

Your physical or electronic signature;
Identification of the copyrighted work you claim has been infringed;
Identification of the material you claim is infringing and information reasonably sufficient to permit us to locate it;
Your contact information (name, address, telephone number, and email);
A statement that you have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law;
A statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on the owner's behalf.

If we remove your content. If you believe content you uploaded was removed in error, you may tell us through the same contact form (subject: "DMCA / Copyright Notice"; include "counter-notice" in the message), explaining why you believe the removal was mistaken. We will review the explanation and may restore the content.

Repeat infringers. We will, in appropriate circumstances, suspend or terminate accounts of users who are repeat infringers.

17. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. VERMARKTY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VERMARKTY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY OUTPUTS WILL BE ACCURATE, ON-BRAND, OR COMPLETE.

OUTPUTS, INCLUDING AI-GENERATED PICTURES, COPY, AND HELP RESPONSES, ARE PROVIDED FOR YOUR CONVENIENCE AND DO NOT CONSTITUTE LEGAL, ADVERTISING-COMPLIANCE, OR OTHER PROFESSIONAL ADVICE.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the foregoing disclaimers apply only to the maximum extent permitted by law.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERMARKTY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR USE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND EVEN IF VERMARKTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VERMARKTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO VERMARKTY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

The limitations in this Section do not apply to a party's liability for: (i) fraud or willful misconduct; (ii) gross negligence to the extent such limitation is prohibited by law; or (iii) indemnification obligations expressly stated in these Terms.

19. Indemnification

You will defend, indemnify, and hold harmless vermarkty and its affiliates, officers, directors, employees, and agents from and against any third-party claim, demand, action, or proceeding, and any losses, damages, liabilities, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your Data, including any claim that Your Data or a Generated Asset infringes a third-party right or violates a third-party's privacy or publicity rights; (b) your collection, use, or disclosure of personal information (including the likeness of any individual appearing in reference images) through the Service; (c) your violation of these Terms or applicable law (including intellectual-property, advertising, and consumer-protection laws); or (d) your gross negligence or willful misconduct.

We will: (i) promptly notify you of any claim subject to indemnification; (ii) give you sole control of the defense and settlement, provided that you may not settle any claim that imposes any obligation or liability on us without our prior written consent; and (iii) provide reasonable cooperation at your expense.

20. Term, Suspension, and Termination

These Terms become effective when you first accept them and continue until terminated. Either party may terminate at any time as described below.

Termination by you. You may terminate by cancelling your subscription through your account or by submitting a request through the contact form (subject: Account / Billing). Termination is effective at the end of your current billing period.

Suspension or termination by us. We may suspend or terminate your access to the Service immediately if: (a) you materially breach these Terms and fail to cure the breach within ten (10) days of notice (or immediately, if the breach is incapable of cure); (b) you fail to pay fees when due after reasonable notice; (c) we reasonably believe your use of the Service poses a security, legal, or operational risk to vermarkty, other Customers, or the public; or (d) we are required to do so by law.

Effect of termination. Upon termination, your right to use the Service ceases immediately. For thirty (30) days after termination, we will make Your Data available for export through the Service or upon reasonable request. After that period, we may delete or anonymize Your Data, subject to the retention rules in our Privacy Policy, including tax-law retention of billing records.

Survival. Sections 2 (Definitions), 6 (Customer Data and License Grant — only as required for retained records and aggregated or de-identified data), 13 (Intellectual Property), 14 (Feedback), 15 (Privacy), 17 (Disclaimer of Warranties), 18 (Limitation of Liability), 19 (Indemnification), 20 (Effect of Termination), 22 (Dispute Resolution), and 23 (General Provisions), together with any accrued payment obligations, survive termination.

21. Modifications to These Terms

We may update these Terms from time to time. We will post the updated Terms with a new effective date and, for material changes, will provide notice by email and/or through the Service before the change takes effect. If you do not agree to the updated Terms, you may terminate your subscription before the effective date as described in Section 20; your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

22. Dispute Resolution

Pre-litigation notice. Before filing a claim, each party agrees to first send a written notice describing the dispute to the other party through the contact form (subject: Legal Notice) or, in the case of notices to a Customer, to the email address on file. The parties will use good-faith efforts to resolve the dispute informally for at least thirty (30) days following the notice.

Non-waivable rights. Nothing in this Section limits any non-waivable rights you may have under the consumer-protection laws of your state or country of residence, or the right of either party to seek injunctive or equitable relief in any court of competent jurisdiction.

23. General Provisions

Entire agreement. These Terms, together with the Privacy Policy and any order form or written agreement signed by both parties, constitute the entire agreement between you and vermarkty regarding the Service and supersede all prior agreements on the subject.

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.

No waiver. Our failure to enforce any right or provision will not constitute a waiver of that right or provision.

Assignment. You may not assign these Terms, in whole or in part, without our prior written consent, except that you may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of your assets to a successor that agrees in writing to be bound by these Terms. We may assign these Terms freely. Any prohibited assignment is void.

Force majeure. Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, acts of government, war, terrorism, civil unrest, natural disasters, pandemics, internet or infrastructure-provider outages, and labor disputes.

Independent contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship.

No third-party beneficiaries. These Terms do not confer any rights on any person other than you and vermarkty.

Notices to you. We may give you notices through the Service, by email to the address associated with your account, or by posting to vermarkty.com.

Notices to vermarkty. Notices to vermarkty must be sent through the contact form (subject: Legal Notice).

Headings. Section headings are for convenience only and do not affect interpretation.

Conflict. If there is a conflict between these Terms and the Privacy Policy, these Terms govern with respect to use of the Service, and the Privacy Policy governs with respect to personal information.

24. Contact

For questions about these Terms or to submit a notice, please use our contact form with the appropriate subject:

General questions: Other
Account or billing: Account / Billing
Privacy request: Privacy Request
DMCA notice or counter-notice: DMCA / Copyright Notice
Legal notice: Legal Notice