The contract, plainly written.

Acceptance

You accept these terms when you sign an order form referencing them, or when you use the Vertirite service in any tier. If you accept on behalf of a company, you represent that you have authority to bind that company. If you do not accept, do not use the service.

The service

“Vertirite” means the SurgeXi Business Intelligence control plane for automated actors: the broker, the per-system agent (surge-agentd), the capability registry, the mode authority, the append-only audit log, and the operator console. Each tier includes a defined slice:

• Open Source (when shipped) — self-host the agent and audit log under our source-available licence; no SLA, no managed-service rights.
• Team — hosted broker, up to ten protected systems, thirty-day audit retention, email support.
• Business — multi-fleet up to one hundred protected systems, full-retention audit, SSO, approval workflows (web, CLI, webhook), monthly compliance report.
• Enterprise — self-host or dedicated tenant, custom capability registries, dedicated solutions engineer, BAA available, MSA negotiable. See the pricing page for the current tier matrix.

The order form you sign controls if it conflicts with this page.

Acceptable use

You agree not to use Vertirite to:

• run automated actions you would not want recorded in an append-only, cryptographically attributed audit log;
• attempt to circumvent, tamper with, or corrupt the audit log, the mode authority, or the capability registry;
• stage attacks against systems you do not own or do not have written permission to test;
• reverse-engineer the broker for the purpose of standing up a competing managed service (the source-available licence forbids this; this clause restates it);
• violate any applicable law, or any other customer’s rights under these terms.

A material breach of acceptable use is grounds for immediate suspension; see §8.

Tenant data ownership

You own your tenant data — the audit-log content, the action payloads, the capability registries you author, the operator decisions you record. Vertirite is granted a limited, worldwide, royalty-free licence to host, transmit, display, and process that data solely to operate the service for you and to perform our obligations under these terms.

Vertirite never trains AI models on tenant data. Vertirite never sells, rents, or shares tenant data with third parties for marketing purposes. See our privacy policy for the data-handling detail.

Confidentiality

Each party agrees to protect the other’s confidential information with the same care it uses to protect its own (and at minimum, reasonable care). Confidential information includes non-public technical, business, and customer information. The obligation survives termination for three years; trade secrets are protected for as long as they remain trade secrets under applicable law.

Service-level agreement

• Team — best-effort. We monitor uptime and respond to support requests during US business hours; no credits.
• Business — twenty-four-hour first response on support tickets during business days. Service credits for qualifying outages per the SLA exhibit available on request.
• Enterprise — per the SLA in your order form. Typical commitments are 99.9% uptime on the hosted control plane, defined response and resolution windows by severity, and named contacts on both sides. See vertirite.com/pricing and your contract for specifics.

Scheduled maintenance is announced in advance through the operator console and to the registered technical contact.

Fees and billing

• Team and Business are billed monthly or annually through Stripe. Annual saves approximately seventeen-percent. Charges are non-refundable except as expressly provided.
• Enterprise is invoiced annually (or per the schedule on the order form). Net-thirty payment terms unless otherwise agreed.
• Taxes are your responsibility, except for taxes on Vertirite’s net income.
• Overages — if you exceed your protected-system count mid-cycle, we prorate the difference and bump you up at the next renewal. We do not shut systems off mid-term.

Termination

• Sixty-day pilots — no commitment to renew. If you do not sign a follow-on contract by the end of the pilot, access ends and we delete tenant data per the privacy policy.
• Business and above — either party may terminate for convenience with thirty days’ written notice, effective at the end of the next billing cycle.
• For cause — either party may terminate immediately for material breach if the breach is not cured within thirty days of written notice. Vertirite may suspend or terminate immediately, without cure period, for security breaches under §3, non-payment for more than thirty days, or insolvency proceedings against the other party. On termination by Vertirite for cause where you are not in breach, we will refund any prepaid fees for the unused portion of the term, prorated to the day.
• On termination — your access to the service ends. We make tenant data available for export for thirty days, then delete per the privacy policy.

Warranties and disclaimers

Vertirite warrants that the service will perform materially in accordance with the documentation. Vertirite further warrants the security commitments set out in the Data Processing Addendum and, where executed, the Business Associate Agreement.

Except as expressly stated above, the service is provided “as is” and Vertirite disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

Indemnification

Each party will defend the other against third-party claims to the extent caused by that party’s breach of these terms, gross negligence, or wilful misconduct, and will indemnify the other for damages and costs finally awarded. The indemnified party will provide prompt written notice, sole control of defence and settlement, and reasonable cooperation. The indemnifying party will not settle without consent if settlement requires the indemnified party to admit liability or pay money.

Limitation of liability

Except for breaches of confidentiality, indemnification obligations, or a party’s wilful misconduct, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues. Each party’s aggregate liability under these terms is capped at the fees you paid Vertirite in the twelve months preceding the event giving rise to the claim.

Governing law and venue

These terms are governed by the laws of the State of Delaware, United States, without reference to conflict-of-law principles. Exclusive jurisdiction and venue rest in the state and federal courts located in New Castle County, Delaware. Each party waives any objection to personal jurisdiction or venue in those courts.

Changes to these terms

We may revise these terms from time to time. Material changes carry thirty days’ notice via email to the registered billing contact and a posted version diff at the top of this page. If you do not accept a material change, you may terminate your subscription before the change takes effect; we will refund any prepaid fees for the unused portion of the current term.

Contact

Contract and legal questions: [email protected]. Sales: [email protected]. Privacy and data-subject requests: [email protected].