What we owe each other.

You accept these terms by clicking to create an account. Nobody is bound by browsing the site. If you accept for a company, you confirm that you may bind it. We record which version you accepted, when, and which account accepted it.

We may change these terms. If we change them in a way that matters, we will tell you at least thirty days before it takes effect. Your continued use after that notice is your acceptance of the new version. Two kinds of change do not work that way, because continuing to use something is not agreement to pay more for it or to be owed less: a change that raises the price you pay, and a change that narrows clause 10, clause 11 or clause 12, each take effect only when you accept them the same way you accepted these terms. Until you do, the version you accepted governs.

Your company holds the account. You add the people who work in it, and what they do there, they do for you.

Keep credentials to the one person or system they were issued to.

You are responsible for everything done under your credentials. Tell us at hello@verastaged.com as soon as you think one has been lost or taken.

Customer Data belongs to your company. We act on it only to run the Service for you.

You give us the licence we need to do that and no more: to store, process, transmit and display Customer Data in order to operate the Service for you, and to do the same when you ask for support. That licence ends when the data is deleted.

We do not train models on Customer Data, pool it into any benchmark, index or market report, sell it, or give it to a data broker or advertising network.

Our privacy page at verastaged.com/privacy sets out what we hold, who else processes it, and what happens to it if you leave. It is part of this agreement.

Do not use the Service to break the law, to store content you have no right to store, or to harm anyone. Do not resell or sublicense access to it. Do not use it to track individual people.

We apply usage limits. If your use puts the Service at risk for others, we may limit or suspend it, and we will tell you why.

You may connect your own AI to the Service, including ChatGPT, Claude, or anything else.

A write made by your AI under your credentials is your write. The Service carries it out the same way it carries out an instruction typed by one of your people, and records that an agent made it and which of your people it was acting for. You are responsible for what you connect, for what you let it do, and for what it does.

The AI you connect is yours: you choose it, you give it access to your records, and you can take that access away. Your agreement with that provider governs your relationship with it, including what it sees when your agent reads your records.

The Service includes an approvals feature. You can require that writes proposed by an agent or an integration wait for one of your people to allow them. It is off unless you turn it on. It does what you set it to do, and it does not catch a bad instruction you told it to allow.

Nothing is billed during the beta.

After the beta, the Service costs $99 per month for your company: everyone you add and everything the Service does, with nothing counted or charged separately.

Before the beta ends we will give you at least thirty days notice, and again in the week before it ends. We will not convert your account to a paid one unless you expressly agree at that point to the price and the renewal terms. If you do not agree, you are not charged and you may export your data and leave.

On a paid plan the subscription runs month to month and renews automatically until you cancel. You can cancel at any time by the same means you used to sign up for it. Cancelling stops the next renewal and does not refund the month you are in.

We may change the price on at least thirty days notice. Fees do not include sales, use or similar taxes, which are yours to pay.

The Service is in open public beta, and features may change, move or be withdrawn. There is no uptime commitment and no service level agreement. We may end the beta on notice to you.

If you tell us what broke or what you would change, we may use that without owing you anything and without restriction. This gives us no right to your Customer Data, which clause 3 governs.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted or free of errors, that it will meet your requirements, or that the records it holds are accurate.

Nothing in this clause limits what we owe you under clause 10 or clause 11.

NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA OR BUSINESS INTERRUPTION, EVEN IF TOLD THAT SUCH DAMAGES WERE POSSIBLE.

Each party's total liability arising out of or relating to this agreement is limited to the greater of: (a) the fees you paid us in the twelve months before the event giving rise to the claim, and (b) one hundred United States dollars.

Neither that exclusion nor that cap applies to:

• gross negligence or willful misconduct;
• either party's obligations under clause 16 (indemnity);
• a breach of clause 14 (confidentiality);
• your obligation to pay fees you owe;
• our breach of clause 10 (security) or clause 11 (breach notification), for which the cap is the greater of twelve times the monthly fee in force when the event happened and ten thousand United States dollars, and the exclusion of lost data does not apply; or
• anything a court holds cannot be limited by contract.

These limits do not reduce or excuse our obligations under clause 10 (security) or clause 11 (breach notification).

We will use commercially reasonable technical and organisational measures to protect Customer Data against access, disclosure or alteration by anyone who should not have it.

Today those measures include: encryption of data in transit; photographs and other files kept in private storage and served only through links that expire within the hour; tenant isolation enforced by the database, so that one company's records are not reachable from another company's session; interface credentials stored only as hashes; and an append-only record of who made every material change.

The database can be restored to any moment in the last seven days. We hold no security certification.

This clause is an obligation we owe you. It is not limited by clause 8, and clause 9 limits what can be recovered for breaching it only as clause 9 itself says.

If we become aware of a security breach affecting your Customer Data, we will investigate straight away and tell you without unreasonable delay once we have confirmed it.

We will tell you what we know, what we are doing about it, and what we do not yet know, and we will cooperate with you in meeting any notification obligation you have to your staff, your clients or a regulator.

This clause survives termination. It is not limited by clause 8, clause 9 limits what can be recovered for breaching it only as clause 9 itself says, and nothing in this agreement waives any duty we have under applicable breach notification law.

Export is yours to run. Everything you put into the Service can be read back out through the same interface, at any time, by your own AI or by a script.

Deletion works on your company as a whole. Write to hello@verastaged.com and we will remove your company's records, including its history, within thirty days. It is done by hand today; there is no button for it. Asking during the retrieval window in clause 15 ends that window early, because deleting your records is what you asked for. Deletion is not reversible, so export first.

Individual history entries cannot be deleted on their own, by you or by us: the record of who moved what, and when, is append-only. The same holds for a person who leaves your company, whose account is suspended rather than deleted.

If one of your realtors or clients asks you to remove their details, you can amend or merge that contact record. The record of what happened stays.

We use other companies to run the Service. Each is named here and on our privacy page:

• Render, in Oregon, runs the application and the website and holds the database. It sees requests in transit, including the contents of interface calls while they are being served.
• Supabase, in us-east-1, holds the photographs and the accounts people sign in with.
• Resend sends the confirmation codes and password resets that go to your own staff, so it sees the address signing in and the code it was sent. That is the only mail the Service sends by itself, and nothing here writes to your clients or realtors on your behalf.
• Whichever AI you connect sees whatever your agent reads. You chose it and you gave it access, and that relationship is yours under clause 5.
• Google Workspace holds hello@verastaged.com, so anything you write to us sits in that mailbox and is read there.

We will give you at least thirty days notice before we add a sub-processor we appoint. If you object within those thirty days on reasonable data protection grounds, we will work with you to find another way. If we cannot, you may terminate the affected part of the Service without penalty and without paying for anything after the termination date. The AI you connect is yours to add and yours to remove.

Each of us may learn things about the other that are not public. Each will use them only to perform this agreement, and will protect them at least as carefully as its own.

Customer Data is your confidential information because of what it is, not because somebody marked it.

We may give Customer Data to the sub-processors named in clause 13 for the work described there, and each is bound to protect it at least as carefully as this clause requires. Each of us may also share the other's confidential information with its own people who need it for this agreement and who are under obligations at least as protective.

This does not cover information already public through no fault of the receiving party, already known to it, or independently developed by it. Either of us may disclose where the law requires it, after telling the other party if we are allowed to. These obligations survive termination.

This agreement runs from the day you accept it until either of us ends it. You can end it at any time by telling us at hello@verastaged.com. We can end it for convenience on at least thirty days notice to you. Either of us can end it on written notice if the other materially breaches these terms and has not fixed the breach within thirty days of being told about it.

We may suspend your access if you do not pay when payment is due, or if your use breaches clause 4. We will tell you first where it is practical to do so, and we will restore access once the cause is resolved.

If we end this agreement for convenience, or you end it because we materially breached, we refund the unused part of any fees you have already paid. If you end it for convenience, or we end it because you materially breached, fees already paid are not refunded. Fees that had already fallen due are still owed either way.

After termination, your Customer Data stays retrievable for thirty days. After that we delete it. If you want it gone sooner, ask us under clause 12.

Clauses 3, 8, 9, 10, 11, 12, 14, 16, 17, 18 and 19 survive termination, and so does any obligation to pay fees that had already fallen due. Clause 10 survives for as long as we still hold your Customer Data.

You will defend us against third-party claims arising from your Customer Data or your use of the Service, including anything your connected AI does under your credentials, and will pay the damages, costs and reasonable attorneys' fees finally awarded or agreed in settlement.

We will defend you against third-party claims that the Service itself infringes that party's intellectual property rights, and we will pay the damages, costs and reasonable attorneys' fees finally awarded or agreed in settlement. This does not cover a claim arising from your Customer Data, from anything your connected AI produced or instructed, from use of the Service these terms do not permit, or from anything you combined it with. If a claim like this is made, we may at our own cost obtain the right for you to keep using the Service, change it so it stops infringing, or, if neither is reasonably available to us, end this agreement on notice and refund the unused part of any fees you have paid. That is the whole of what we owe you for a claim that the Service infringes.

Either way, the party seeking indemnity must tell the other promptly, let it control the defence, and cooperate. A late notice reduces the indemnifying party's obligation only so far as the delay actually harmed its defence. The indemnifying party may not settle in a way that admits fault by the other or requires it to pay, without that party's agreement.

Idaho law governs this agreement, without regard to its conflict of laws rules. Subject to clause 18, the state and federal courts sitting in Ada County, Idaho have exclusive jurisdiction, and both of us consent to that venue.

Read this clause. It changes how a dispute between us is decided, and it gives up the right to a jury and to a class action.

If a dispute arises out of this agreement or the Service and we cannot settle it between us within thirty days of one of us writing to the other about it, it is resolved by binding arbitration rather than in court, before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat is Ada County, Idaho. The Federal Arbitration Act governs this clause. The arbitrator decides everything except whether this clause itself is enforceable, which a court decides. Judgment on the award may be entered in any court with jurisdiction. Each of us bears its own attorneys' fees unless a statute or these terms say otherwise.

Each of us brings claims only on its own behalf. Neither of us may bring a claim as a class representative or class member, in a consolidated or representative proceeding, or as a private attorney general. The arbitrator has no power to hear a claim on behalf of anyone who is not a party. If this paragraph is held unenforceable as to a particular claim, that claim leaves arbitration and goes to the courts named in clause 17, and the rest of this clause still governs everything else.

Two things stay outside arbitration either way. Either of us may bring a claim in small claims court if it qualifies there. And either of us may ask a court for an injunction to stop misuse of confidential information or of intellectual property while an arbitration is pending, without waiving anything in this clause.

You can opt out. Write to hello@verastaged.com within thirty days of first accepting these terms, saying that you opt out of arbitration and naming your company. Opting out costs you nothing else in this agreement: everything else here still applies, and disputes go to the courts named in clause 17 instead. If we later change this clause, the thirty days runs again from the day that change takes effect.

Assignment. Neither of us may assign this agreement without the other's written agreement, except whole to a successor in a merger or a sale of substantially all its business, on notice.

Force majeure. Neither of us is liable for failing to perform because of something outside its reasonable control, other than the obligation to pay money.

Notices. Write to us at hello@verastaged.com. We will write to the addresses on your account, and a notice is given when we send it.

Severability. If a court finds part of this agreement unenforceable, the rest stays in force and that part is narrowed to what the court will enforce.

No waiver. If either of us does not enforce something once, that is not a decision to give it up permanently.

Entire agreement. These terms and the privacy page at verastaged.com/privacy are the whole agreement between us about the Service, and replace anything said before, except a separate written arrangement between us that we have both agreed and that says it stands alongside these terms. Where such an arrangement and these terms differ, that arrangement governs for what it covers. If these terms and the privacy page conflict, this document governs.

Relationship. Nothing here makes either of us the other's partner, agent or employee.

Questions go to hello@verastaged.com.