Terms of Service

1. Eligibility

You must be at least 18 years of age and have the legal capacity to enter into a binding agreement to use our Services. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. The organization agrees to be bound by these Terms, and "you" refers to both you individually and the organization.

2. Account Registration

To access certain features of our Services, you must create an account. You agree to: (a) provide accurate, current, and complete information during registration; (b) maintain the security of your password and account credentials; (c) promptly update your information if it changes; and (d) accept responsibility for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account at security@verticomply.com.

3. Description of Services

VertiComply provides an AI-powered platform for generating healthcare application source code with built-in compliance frameworks. Our Services include: (a) AI-assisted code generation for healthcare applications; (b) compliance analysis and checking tools (HIPAA, GDPR, FDA, SOC 2); (c) project management and workflow tools; (d) application preview and design systems; and (e) code editing and export capabilities. The Services are provided "as is" and are intended to assist in development — they do not replace professional legal, medical, or compliance advice.

4. Subscription Plans and Payment

4.1 Plans

We offer multiple subscription plans (Free, Pro, Enterprise) with varying features, token limits, and project limits. Plan details and pricing are displayed on our Pricing page and may be updated from time to time. Changes to pricing will not affect your current billing period.

4.2 Payment

Paid subscriptions are billed in advance on a monthly basis. Payments are processed securely through Razorpay. By subscribing to a paid plan, you authorize us to charge your selected payment method for the applicable fees. All fees are stated in the currency indicated at the time of purchase and are exclusive of applicable taxes unless stated otherwise.

4.3 Refunds

We offer a 30-day money-back guarantee on all paid plans. If you are not satisfied with our Services, you may request a full refund within 30 days of your initial payment by contacting billing@verticomply.com. Refunds after 30 days are provided at our sole discretion. Refunds for partial billing periods are not available.

4.4 Cancellation

You may cancel your subscription at any time through your account settings or by contacting us. Upon cancellation, your paid plan features will remain active until the end of your current billing period. After that, your account will revert to the Free plan.

5. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party right, including HIPAA, CCPA, or GDPR
• Generate code intended for malicious purposes, including malware, ransomware, or unauthorized access tools
• Upload, transmit, or store actual patient data or Protected Health Information (PHI) unless covered by a signed Business Associate Agreement
• Attempt to reverse-engineer, decompile, or disassemble our AI models or proprietary systems
• Use automated tools (bots, scrapers) to access the Services beyond normal usage, or circumvent rate limits
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Interfere with or disrupt the integrity or performance of the Services or related systems
• Resell, sublicense, or redistribute the Services or generated code to third parties as a competing service

We reserve the right to suspend or terminate your account for violations of this Section, with or without prior notice, depending on the severity of the violation.

6. Intellectual Property

6.1 Our Intellectual Property

The Services, including but not limited to our website, platform, AI models, templates, documentation, logos, and trademarks, are owned by or licensed to VertiComply and are protected by United States and international intellectual property laws. Nothing in these Terms grants you any right to use our trademarks, service marks, or trade dress without prior written consent.

6.2 Your Content and Generated Code

You retain ownership of all project data, descriptions, and content you provide to the Services ("Your Content"). You grant us a limited, non-exclusive, worldwide license to use Your Content solely to provide the Services to you.

Code generated by our AI for your projects ("Generated Code") is licensed to you. On paid plans, you receive a perpetual, non-exclusive, worldwide license to use, modify, and distribute the Generated Code for any lawful purpose, including commercial use. On the Free plan, the same license applies, subject to the attribution requirement of including "Generated with VertiComply" in your project documentation.

6.3 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Services, you grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully paid-up license to use such feedback for any purpose without compensation or attribution to you.

7. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. WE DO NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) GENERATED CODE WILL BE FREE OF DEFECTS, VULNERABILITIES, OR ERRORS; (C) THE SERVICES WILL MEET YOUR SPECIFIC COMPLIANCE REQUIREMENTS; OR (D) ANY ERRORS WILL BE CORRECTED.

VERTICOMPLY PROVIDES COMPLIANCE TOOLS AND CODE GENERATION ASSISTANCE BUT DOES NOT PROVIDE LEGAL, MEDICAL, OR REGULATORY ADVICE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR APPLICATIONS COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. WE STRONGLY RECOMMEND ENGAGING QUALIFIED LEGAL AND COMPLIANCE PROFESSIONALS TO REVIEW YOUR APPLICATIONS BEFORE DEPLOYMENT IN PRODUCTION HEALTHCARE ENVIRONMENTS.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERTICOMPLY, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR (D) ANY OTHER MATTER RELATING TO THE SERVICES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100). THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED.

9. Indemnification

You agree to indemnify, defend, and hold harmless VertiComply and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property, privacy, or HIPAA-related right; (d) any claim that Your Content or your use of Generated Code caused damage to a third party; or (e) any healthcare application you develop, deploy, or distribute using the Services.

10. HIPAA and Healthcare Compliance

VertiComply generates code that includes HIPAA-compliant patterns and safeguards. However, compliance is a shared responsibility. You acknowledge that: (a) generated code must be reviewed, tested, and validated by qualified professionals before deployment; (b) VertiComply does not serve as your Covered Entity, Business Associate, or legal counsel unless a separate BAA is executed; (c) you are responsible for conducting your own risk assessments and maintaining required documentation; and (d) regulatory requirements may change, and you are responsible for keeping your applications up to date with current regulations.

If you require a Business Associate Agreement for your use of the Services, please contact compliance@verticomply.com.

11. Dispute Resolution and Governing Law

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict-of-law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in San Francisco, California, and be conducted in English. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

11.3 Class Action Waiver

YOU AND VERTICOMPLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

11.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights.

12. Termination

We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination: (a) your right to use the Services will immediately cease; (b) we may delete your account data after 30 days (except where retention is required by law); and (c) provisions that by their nature should survive termination will survive, including Sections 6, 7, 8, 9, 11, and 14.

13. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. For material changes that adversely affect your rights, we will provide at least 30 days' notice via email. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services and close your account.

14. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and any applicable BAA, constitute the entire agreement between you and VertiComply regarding the Services.
• Severability: If any provision of these Terms is held to be unenforceable or invalid, that provision will be modified to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Force Majeure: We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including natural disasters, pandemics, government actions, or internet disruptions.
• Electronic Communications: By using the Services, you consent to receiving electronic communications from us. You agree that all agreements, notices, and disclosures provided electronically satisfy any legal requirement that such communications be in writing.
• Export Compliance: You agree to comply with all applicable U.S. export control laws and regulations. You may not use the Services in any country subject to U.S. sanctions or by any person on the U.S. Treasury Department's list of Specially Designated Nationals.

15. Contact Us

If you have any questions about these Terms, please contact us: