1. Who we are
Vertirite is offered by Teamsmith Enterprises LLC, an Alabama limited liability company doing business as SurgeXi Business Intelligence ("SurgeXi", "we", "us"). "You" means the organization that requests, evaluates, pilots or subscribes to Vertirite, and the person accepting these terms for it, who confirms they have authority to bind it.
2. What these terms cover
These terms govern the vertirite.com website, the Vertirite Demo, Pilot and Subscription. Use of the Vertirite software is also governed by the Vertirite Software License. If an order form you sign conflicts with these terms, the order form controls.
3. The offerings
- Demo. A hosted, read-only demonstration environment containing sample data only. You can view the console, sample discovery results, and a sample approval queue and audit trail. You cannot configure policies, gate actions or connect your own systems. Access requires a request that we approve. Your demo login expires after 7 days, and we may end it at any time. Do not enter real or confidential information into the Demo.
- Pilot. A paid program of 60 days in which we help you deploy Vertirite on your own hardware on a scoped segment of your systems, with gating enabled, including setup assistance, a coverage map of your environment, agreed written success criteria, and an audit evidence report. The Pilot fee is $5,000, paid in advance. If you sign a Subscription within 30 days after the Pilot ends, the full Pilot fee is credited toward your first year.
- Subscription. An annual license to run Vertirite on your own hardware for the number of protected systems in your order form, with support and updates.
There is no free tier and no free download. The Vertirite software is delivered only to Pilot and Subscription customers. Gating features (the approval gate, policies, containment and mode authority) operate only under a paid license. Viewing our public website, documentation or GitHub repository does not grant any right to use the Vertirite software.
One Pilot per organization. Each organization may have one Pilot in any 36-month period, and one Demo in any 12-month period. "Organization" includes your parent companies, subsidiaries, affiliates, successors, and anyone requesting on your behalf or for your benefit, such as a contractor, consultant or reseller. A further Pilot is available only if we agree in writing, and it earns no credit. Before we approve a Demo or issue a Pilot invoice, we check eligibility using the organization's name and email domain, billing and payment details, the IP addresses and network ranges requests come from, and license and installation identifiers. We may decline any request that matches an earlier Demo or Pilot. If we find that a Pilot was obtained in breach of this section, including under a different name, entity or network, we may end it immediately without refund or credit, and the software license for it ends with it.
Our right to refuse or cancel. We may, at our discretion, refuse, decline, cancel or not renew any Demo, Pilot, Subscription, order, license or download request for any organization or person, including where we believe there has been or may be a violation of these terms, the Vertirite Software License, our policies or the one-Pilot rule; a payment, purchase or eligibility violation (including false, incomplete or misleading request or order information, payment disputes or chargebacks, or attempts to obtain a Demo or Pilot under another name, entity or network); a security concern (including attempts to probe, test, bypass or reverse engineer Vertirite or our systems without written permission); or a legal, export-control or sanctions requirement. We are not required to give a reason. If we refuse an order before delivery, we refund any fee paid for it. If we cancel for a violation, section 11 (Term and termination) and the one-Pilot rule apply, and no credit is earned. We do not refuse service on any basis prohibited by law.
4. Requests and approvals
We approve or decline Demo requests at our discretion. You agree that the information in your request (name, organization, role, email and purpose) is accurate. Each approval is for the named organization only.
5. Acceptable use
You agree not to: attempt to circumvent, tamper with or disable the audit log, the mode authority, the capability registry or the license check; reverse-engineer, decompile or disassemble the software except to the extent applicable law permits despite this restriction; use Vertirite to build or offer a competing product or service; test against systems you do not own or are not authorized to test; or violate any applicable law. A material breach is grounds for immediate suspension.
6. Your data
Vertirite runs on your hardware. Your audit records, action payloads, capability registries and operator decisions stay on your infrastructure, and we do not receive them unless you send them to us (for example, in a support request). You own your data. We never train AI models on your data and never sell it. The information we do handle (requests, accounts, licenses, billing) is described in our Privacy Policy.
6A. Your control and your responsibility
You decide whether to install Vertirite and on which hardware, which systems it covers, which actions it gates, who may approve them, the approval deadlines, and when to change modes. Vertirite acts only on your configuration and on your operators' decisions. It does not decide on its own to gate, allow, delay or deny any action, and it is installed on your hardware only by you. You are responsible for your configuration, for your operators' decisions (including approvals, denials, and requests denied because no one answered before the deadline), and for any fallback or override procedures your operations require. To the maximum extent permitted by law, SurgeXi has no liability for any loss arising from an action that was gated, allowed, delayed or denied under your configuration or your operators' decisions.
7. License check
Each copy of Vertirite carries a signed license file stating your organization, edition, limits and expiry date. The software checks this file on your hardware. It does not contact us, and it sends us no usage data. As expiry approaches the console shows a notice. After expiry there is a 14-day grace period, after which the software enters Expired mode: policies already in force keep being enforced so your systems are not left ungoverned, audit records can still be read and exported, and configuration is locked. We will never disable your copy remotely. To stop using Vertirite, follow the uninstall instructions in the documentation.
8. Confidentiality
Each party will protect the other's non-public technical, business and customer information with at least reasonable care, use it only for this relationship, and keep it confidential for three years after termination, or for as long as it remains a trade secret. Source code we make available for security review is our confidential information.
9. Fees and payment
Pilot and Subscription fees are stated in your order form and invoiced through our payment processors (Stripe or PayPal). Pilot fees are due before the Pilot starts. Other invoices are due within 30 days. Fees are non-refundable except as these terms state. You are responsible for taxes other than taxes on our income. If you exceed your protected-system count, we invoice the difference prorated for the rest of the term; we never shut systems off mid-term for an overage.
10. Support
Subscription: support by email with a first response within one business day (US Central time). Pilot: a named contact for the Pilot. Demo: best-effort email support. Enterprise terms are set in the order form.
11. Term and termination
Demo access ends automatically at its expiry. Pilots end at the end of the Pilot term; if no Subscription follows, you must stop using the software and uninstall it. Subscriptions run for one year and renew annually unless either party gives 60 days' notice. Either party may terminate for a material breach not cured within 30 days of written notice. We may suspend immediately for a breach of section 5, or for non-payment more than 30 days overdue. If we terminate for cause when you are not in breach, we refund prepaid fees for the unused term. On termination you must stop using and uninstall the software, and you may export your audit records first.
12. Warranties
For a Pilot or Subscription, we warrant that the software will perform materially as described in its documentation; your remedy is that we fix the problem or, if we cannot, refund fees paid for the affected period. The Demo is provided as-is. EXCEPT AS STATED ABOVE, VERTIRITE IS PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
13. Indemnification
Each party will defend the other against third-party claims caused by its breach of these terms, gross negligence or wilful misconduct, and pay damages finally awarded. You will defend SurgeXi against third-party claims arising from your configuration of Vertirite or your operators' decisions under section 6A. The indemnified party gives prompt notice, control of the defense and reasonable cooperation.
14. Limitation of liability
EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS OR WILFUL MISCONDUCT, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS. EACH PARTY'S TOTAL LIABILITY IS LIMITED TO THE FEES PAID TO US IN THE 12 MONTHS BEFORE THE CLAIM, OR US$100 FOR THE DEMO. THIS CAP IS IN ADDITION TO, AND DOES NOT LIMIT, SECTION 6A.
15. Governing law
These terms are governed by the laws of the State of Alabama, without regard to conflict-of-law rules. The state and federal courts located in Jefferson County, Alabama have exclusive jurisdiction.
16. General
We may assign these terms to an affiliate or a successor, including SurgeXi's corporation on its formation. We may update these terms; material changes take effect 30 days after notice to your registered contact, with a dated summary of changes at the top of this page. Contact: [email protected].