License and Commercial Terms

License and Commercial Terms

These License and Commercial Terms (the "Commercial Terms") set out the licensing scope, entitlement model, Plans, prices and commercial mechanics under which Virtik USA, Inc., a Delaware corporation with its business address at 113 N San Vicente Blvd, Beverly Hills, CA 90211, United States ("Virtik"), makes the Virtik platform available. They are accepted together with, and form part of, the Terms of Service and Online SaaS Subscription Agreement (LEG-001) (the "Terms"). Capitalized terms not defined here have the meanings given in the Terms.

What this document does. The Terms contain the general contract: acceptance, use, data, AI, liability and termination. These Commercial Terms state what a Customer is licensed to use, in what quantities and at what prices, and how each Subscription type is renewed, changed and ended. An Order Form (LEG-012) or a Master Services Agreement (LEG-011) incorporates these Commercial Terms where a Subscription is sold rather than self-served. This document avoids repeating the Terms, and refers to them where they already state a rule.

Acceptance. An individual who places an Online Order accepts these Commercial Terms, with the Terms, on behalf of Customer, in the version that was published when the order was placed. Sections 2.4 to 2.6 of the Terms (acceptance record, acceptance before purchase and re-acceptance) apply to this document.

1. License Grant and Scope

1.1 Subscription license. Subject to payment of the applicable Fees and to compliance with the Agreement, Virtik grants Customer a non-exclusive, non-transferable, non-sublicensable license, revocable only as the Agreement permits, during the Subscription Term to access and use the Service, within the entitlements of the Plan purchased, for Customer's internal business and operational security purposes.

1.2 Organization license. The license is granted to Customer's Organization. It extends to the Organization's Authorized Users, who may use the Service only on Customer's behalf and within Customer's entitlements, and to no one else. A license to one Organization does not extend to any other Organization, affiliate or customer of Customer, including a tenant that Customer operates for a third party, except as an Order Form or an approved Security Provider Order expressly provides.

1.3 Licensed, not sold. The Service is licensed, not sold. No ownership passes. Virtik reserves all rights not expressly granted, and the reservations and restrictions in Sections 6.2 and 6.3 of the Terms apply in full to this license.

1.4 The license is bounded by entitlement, not only by conduct. Access beyond a purchased entitlement is outside the license even where the Service does not technically prevent it. A technical limit that fails to enforce a commercial limit does not expand the license. Use beyond an entitlement that Customer cures or purchases within 30 days after Virtik's notice is not a material breach of Section 6.3 of the Terms.

1.5 Authorized Users. Authorized Users are individuals, not shared accounts. Customer must not allow one credential to be used by several individuals, or allow anyone who is not an Authorized User to use the Service. Where Customer permits a security services provider, integrator or managed service provider to operate the Service on its behalf, that party acts under Customer's license, counts against Customer's entitlements, and Customer remains responsible for it under Section 4.4 of the Terms.

1.6 License restrictions. In addition to Section 6.3 of the Terms, Customer must not use the Service for any purpose or in any quantity outside the license granted, must not use the Service to provide services to a third party, and must not combine entitlements of several Organizations to appear to be one.

1.7 No transfer. The license and any entitlement purchased cannot be assigned, transferred or moved to another Organization or entity, except as Section 26.2 of the Terms permits a successor to take the Agreement as a whole.

1.8 No sublicensing, and no resale except through the approved Security Provider program. Customer may not sublicense, resell, white-label or make the Service available to a third party, except that an approved Security Provider may provide Virtik-powered managed-site and customer deployments to its customers under Section 11 and a Provider Order.

2. Entitlement Model

2.1 Entitlements. An entitlement is a metered or bounded right attached to a Plan. Where a Plan states an entitlement, that entitlement is the commercial boundary of the license for that dimension.

2.2 Dimensions. The Service is licensed along these dimensions:

A "Virtik AI hour" is the unit in which the Service records consumption of AI Features, as the Documentation describes it.

2.3 Plan entitlements. The entitlements of each Plan are stated in Schedule 1. They apply to the Organization as a whole across all of its licensed Sites, and are not multiplied by the number of Sites unless Schedule 1 says so.

2.4 Cameras and devices. The camera and device entitlement is a limit on the number of cameras and devices that may be connected to the Organization at one time. Virtik does not supply cameras, sensors or other hardware, and a connected device counts against the entitlement whether or not it is generating data.

2.5 Support. Support is provided as the applicable Order Form or Order states and otherwise on a reasonable-efforts basis. These Commercial Terms create no support hours, response times or escalation commitment. The Support Policy (LEG-017) is informational and is not part of the Agreement unless an Order Form incorporates it. Any support hours or response times shown on a pricing page or in the Service are targets or service objectives, not commitments, unless an executed Order Form expressly commits to them.

2.6 Order Forms. Where an Order Form states an entitlement, the Order Form governs for that Subscription. For an Online Order, the entitlements are those in Schedule 1 in the version accepted at purchase.

3. Sites, Site Licenses and Quantity Enforcement

3.1 Licensed Sites. A Site may be created and operated in the Service only if it is within Customer's licensed Site quantity. Customer's licensed Site quantity is the Site entitlement of its Plan, plus any Additional Sites it has purchased, subject to the site cap of the Plan.

3.2 Included Site. Each Essential and Professional Subscription includes one Site (the "Included Site"). A Free Plan Organization has one Site.

3.3 Additional Site licenses. An Essential or Professional Customer on an Annual Subscription may license Additional Sites (as Section 1.18 of the Terms defines them) at the annual Additional Site price in Schedule 2. Additional Sites are available only on an Annual Subscription, are co-terminous with the Annual Subscription Term, and are billed annually in advance with it. Virtik offers no monthly Additional Site price, and a Monthly Flex Subscription cannot include Additional Sites.

3.4 Direct site caps. The most Sites that an Organization may license directly is three on the Essential Plan and ten on the Professional Plan, counting the included Site. A larger estate, or an estate that mixes capability levels across Sites, requires an Enterprise Order Form.

3.5 Enterprise portfolio and Site Licenses. An Enterprise Organization fee includes an Organization-level portfolio of up to 25 portfolio slots ("Portfolio Slots"). A Portfolio Slot is the capacity to designate one Site within the Enterprise Organization; a Site may be used only if it holds a site license ("Site License") at the Essential, Professional or Enterprise tier. Site Licenses are licensed separately from the Organization fee, are priced per Site as stated in Schedule 2 or the Order Form, and the Organization fee does not include them. Unless an executed Order Form expressly states otherwise, Site Licenses are billed annually in advance as Section 10.4 states. Governance of the Organization, which the Enterprise fee covers, is separate from the licensed Sites. A Site License tier states the capability level for which a Site is licensed. Unless the Documentation states that a capability is technically differentiated by tier, the Service may make Organization-level capabilities available across the Organization, and technical availability of a capability to a Site does not enlarge the tier for which that Site is licensed. More than 25 Portfolio Slots requires an amendment to the Order Form.

3.6 Quantity enforcement. The Service enforces licensed Site quantities and may refuse to create, or may deactivate, a Site that exceeds them. Customer must keep its Sites within its licensed quantity. Where Customer reduces its licensed quantity, Sites above the new quantity must be archived or removed before the reduction takes effect.

3.7 Metering. Virtik measures use of each entitlement using the metering and records that the Service maintains for that entitlement. Where Customer disputes a measurement, Section 7.4 of the Terms applies.

3.8 Excess use and overages. The Service does not bill usage-based overages. Where use reaches an entitlement, Section 7.5 of the Terms applies: Virtik may restrict further use of the limited resource until Customer purchases additional entitlements or reduces use, may require an upgrade, or may apply a true-up that an Order Form expressly provides. Virtik will not retroactively invoice excess use for a period already invoiced except where an Order Form provides for a true-up.

3.9 Fair use. Entitlements exist to define commercial scope and to protect platform stability and tenant isolation. Virtik may apply rate limiting and fair-use controls where usage threatens availability for other customers, and doing so is not a reduction of the license.

4. Fees, Currency and Taxes

4.1 Fees. Customer will pay the Fees for its Plan. The list prices for each Plan, cadence and market on the date of this version are in Schedule 2. The price that applies to a Subscription is the price shown at checkout and accepted in the Online Order, or the price in the Order Form. A later change to Schedule 2 does not change the price of a Subscription Term that has been purchased.

4.2 Billing country and market. Virtik determines the market, and therefore the currency and price list, from Customer's billing country: the United States market is priced in United States dollars, and the Europe market, which comprises the member states of the European Economic Area, is priced in euros. A market stated in a link, a quotation request or a checkout request is not itself a selection of market. Where it differs from the market that Customer's billing country determines, the purchase is not processed and no price from another market is applied.

4.3 Currency. Fees are charged in the currency of the market that applies. Virtik does not convert prices between currencies, and the euro price list is an independent price list and not a conversion of the dollar price list.

4.4 Taxes. Fees exclude taxes. Section 16.3 of the Terms applies. Where Virtik is required to collect value added or similar tax, it will add the tax to the amount charged, and Customer will provide any valid tax identification it wishes to rely on.

4.5 Refunds. Fees are non-refundable and non-creditable except as Section 16.6 of the Terms provides: where applicable law requires, as the warranty remedy or the intellectual property remedy provides, to correct a billing error, on Customer's termination for Virtik's uncured material breach (Sections 16.6(f) and 16.19 of the Terms), after an unresolved objection to a new or replacement Material Subprocessor (Section 16.6(g) of the Terms and Section 8.4 of the DPA), or where an applicable Order Form expressly provides otherwise. Virtik does not provide prorated refunds or credits generally.

4.6 Non-payment. Where an amount is overdue, Virtik may suspend under Section 17 of the Terms after notice and a reasonable opportunity to cure, as Section 16.8 of the Terms provides. Suspension for non-payment does not terminate the Subscription Term and does not relieve Customer of Fees for the suspended period. Interest on overdue invoiced amounts is as Section 16.8 of the Terms states: the lesser of one percent per month and the maximum rate permitted by applicable law, applied only to amounts that are lawfully collectible.

4.7 Price changes. Section 16.7 of the Terms applies. Virtik may change prices on at least 30 days' prior notice. For a Subscription Term that has begun and is paid or committed, an increase applies no earlier than the next renewal term, unless Customer expressly agrees otherwise, an Order Form provides otherwise, or the change results from a tax or another charge that the Agreement separately permits Virtik to add. Virtik does not increase the Fees for a committed term mid-term in any other way.

4.8 Payment. For an Online Order, Fees are due at checkout and at each renewal through the checkout and payment flow of the Payment Processor. For an Enterprise or other invoiced Order, Fees are payable within 30 days of the invoice date unless the Order Form states otherwise. Section 16.2 of the Terms applies. Site License fees are billed annually in advance as Section 10.4 states.

5. Term, Renewal and Cancellation

5.1 Subscription Term. The Subscription Term is stated in the Order Form or, for an Online Order, is 12 months for an Annual Subscription and one month for a Monthly Flex Subscription, in each case from the date the Subscription is provisioned.

5.2 Renewal. Unless the Order Form states otherwise, a Subscription renews automatically for a successive term of the same length as the term then ending, at the then-current price under Section 4.7, until it is cancelled. This restates Section 16.4 of the Terms and does not vary it. The charge for each renewal is authorized when the Subscription is purchased. Section 16.5 of the Terms states when Virtik gives notice of renewal and that Customer is responsible for noting the renewal date stated in the Order or presented at purchase.

5.3 Annual commitment. An Annual Subscription is a commitment to the whole 12-month Subscription Term and to its Additional Sites. Cancellation of an Annual Subscription prevents the next renewal. It does not terminate, shorten or retroactively eliminate the Subscription Term then in progress, and the Fees for that term remain payable and are neither refundable nor creditable, except where applicable law requires otherwise or this Agreement or an applicable Order Form expressly provides otherwise. Access continues until the term ends. Sections 16.6(f) and 16.19 of the Terms state the refund and release on a termination for Virtik's uncured material breach.

5.4 Monthly Flex. A Monthly Flex Subscription is a month-to-month recurring Subscription for a single Site, and is available only on the Essential and Professional Plans. It has no minimum term beyond the monthly period already purchased. An Administrator may cancel future renewal at any time through the Service. Cancellation prevents the next monthly renewal, and access continues through the end of the monthly period already paid unless applicable law requires otherwise. No general prorated refund is made for the current month. A Monthly Flex Subscription is not a commitment to any further period. Monthly Flex is a distinct Subscription type: it is not available on the Enterprise Plan and is not the same thing as monthly installments of a committed Subscription.

5.5 Enterprise installment commitments. An Enterprise Order Form may provide for the Organization fee to be paid in monthly installments. Monthly installments are not Monthly Flex, and are not cancel-anytime. They are the monthly payment of a minimum contractual commitment of 12 months. They are not cancellable at will, and the installments for the whole committed term are due even if Customer stops using the Service, unless the Order Form states otherwise. The monthly installment applies to the Organization fee only: Site Licenses are not paid in installments and are billed annually in advance as Section 10.4 states. Unless the Order Form states otherwise, the commitment renews for successive 12-month commitment terms, with the Organization fee billed in monthly installments and Site Licenses billed annually in advance, unless Customer gives notice of non-renewal before 11:59 p.m. Pacific Time on the day before the renewal date (as Section 16.5 of the Terms defines it). Where Customer validly terminates for Virtik's uncured material breach, Section 16.19 of the Terms applies, and on a termination under Section 20.7 or Section 22.5 of the Terms or under Section 8.4 of the DPA the installments and other Fees allocable to the period after the effective termination date are not due, and prepaid Fees allocable to that period, including prepaid Site License fees, are refunded, as Section 16.13 of the Terms provides.

5.6 Cancellation. An Administrator may cancel renewal through the subscription management interface of the Service, or as an Order Form provides. Cancellation does not itself delete Customer Data, and Section 10.7 of the Terms governs export and deletion after the Subscription ends.

5.7 Effect of cancellation. The effect of cancellation for each type of Subscription is that stated in Sections 5.3 to 5.5 and in the table in Section 16.10 of the Terms.

6. Plans

6.1 Free. The Free Plan is provided at no charge, in the entitlements in Schedule 1, AS IS and with no service level or availability commitment. It is activated through the Service and is not purchased through Stripe checkout. Virtik may modify the Free Plan prospectively, as Section 5.5 of the Terms provides.

6.2 Evaluation. An evaluation is a time-limited commercial state and is not the Free Plan or a Plan of its own. Section 5.6 of the Terms applies: the evaluation period is 120 days from activation unless the Service states a different period at activation, it provides the capabilities of the Plan that the Service designates for evaluation at activation, and at its end the Organization continues on the purchased Plan if a paid Subscription exists, and otherwise moves to the Free Plan. An evaluation confers no license beyond the evaluation period and is provided AS IS.

6.3 Essential. The Essential Plan is available on an Annual Subscription or a Monthly Flex Subscription. An Annual Subscription includes one Site and may license up to two Additional Sites, for a total of three Sites. A Monthly Flex Subscription covers one Site.

6.4 Professional. The Professional Plan is available on an Annual Subscription or a Monthly Flex Subscription. An Annual Subscription includes one Site and may license up to nine Additional Sites, for a total of ten Sites. A Monthly Flex Subscription covers one Site.

6.5 Enterprise. The Enterprise Plan is sales-led and is provided only under an Order Form. It is not offered through an Online Order or self-service checkout. An Enterprise Organization is licensed under Section 3.5 and Section 10, and may be paid annually or, for the Organization fee only, in monthly installments under a minimum commitment as Section 5.5 states. Site Licenses are billed annually in advance as Section 10.4 states.

6.6 Security Provider. The Security Provider Plan is an eligibility-gated program for approved providers of managed security services. It is available only to a provider that Virtik has approved and verified under Section 11, and is provided under a Provider Order that Virtik has executed (Section 11.1).

6.7 Government, Public Safety and Federal. Virtik offers Government, Public Safety and Federal or regulated customers terms by quotation only. These Plans are not purchased online, and Virtik publishes no list price for them. They are provided under a separate Order Form or agreement, and may be subject to any government or public-safety addendum executed by both parties. Section 24.4 of the Terms applies: Virtik makes no representation that it holds FedRAMP authorization, CJIS certification, StateRAMP authorization or any other government or public-safety certification, and a customer is responsible for determining whether the Service meets its requirements.

7. Plan Changes

7.1 Upgrades. Section 16.14 of the Terms applies. Customer may upgrade from Essential to Professional, and add Additional Sites within the site cap, at any time. An upgrade takes effect when provisioned, a charge for the difference may be made for the remainder of the current billing period, and an upgrade does not restart or extend a committed Subscription Term unless Virtik states otherwise.

7.2 Downgrades. Section 16.15 of the Terms applies. A downgrade or a reduction in licensed Sites takes effect at the end of the then-current Subscription Term or, for a Monthly Flex Subscription, at the end of the then-current monthly billing period, and not earlier. For an Annual Subscription or an Enterprise Installment Subscription, a monthly installment period is not a billing period for this purpose. It is not available while Customer's use exceeds the entitlements of the lower Plan, and Customer must reduce its use first. Customer's current Plan, and the capabilities that depend on it, remain in effect until the downgrade takes effect.

7.3 Additional Sites during a term. Additional Sites purchased during an Annual Subscription Term are co-terminous with that term, and are charged for the remainder of the term, pro rated by day, on the basis presented at the time of purchase.

7.4 Changes of cadence. A change between an Annual Subscription and a Monthly Flex Subscription is not available through the Service and requires Virtik's agreement. An Enterprise installment arrangement may be changed only by an amendment to the Order Form.

7.5 No carry-over. A change of Plan does not carry forward consumed metered entitlement unless the Order Form says so. Where a change alters the modules available, Customer is responsible for reviewing any configuration that depended on a module it no longer has, and Virtik does not preserve configuration for an entitlement that has lapsed.

8. Territory and Markets

8.1 The Service is offered only where Virtik makes it available. Section 26.13 of the Terms applies: Virtik offers self-service subscriptions to Organizations in the United States market and the Europe market where the Service offers online purchase for that market, and may make the Service available elsewhere by Order Form.

8.2 Customer must not access or make the Service available in breach of export control or sanctions law. Section 24 of the Terms applies.

8.3 Territory for the intellectual property indemnity. The territory in which Virtik's indemnity under Section 22.2 of the Terms applies is the territory that the applicable Order Form specifies under "Territory for IP indemnity" and, where no Order Form specifies one, the United States. Sections 8.1 and 8.2 do not extend that territory.

9. What This License Does Not Include

Stated as exclusions because each is a thing customers reasonably assume is included and none of it is.

9.1 No professional services. Configuration, installation, integration, migration, training delivery and consulting are not included in a Subscription and are provided only under separately agreed Professional Services Terms (LEG-016).

9.2 No availability commitment. These Commercial Terms create no uptime, availability or performance commitment. Any such commitment exists only in a Service Level Agreement (LEG-014) or an executed Order Form that expressly states it. Section 20.5 of the Terms says the same thing and is not varied here.

9.3 No support entitlement beyond the Order Form. Support is provided as the applicable Order Form or Order states and otherwise as Section 2.5 states. The Support Policy (LEG-017) is informational and is not part of the Agreement unless an Order Form incorporates it.

9.4 No hardware. Cameras, sensors, network equipment, radios and mobile devices are Customer Systems. Virtik neither supplies nor warrants them, and Section 9 of the Terms allocates that responsibility to Customer.

9.5 No emergency, monitoring or dispatch service. Section 14 of the Terms applies in full and is material to the commercial bargain in these Commercial Terms.

9.6 No certification. Virtik does not currently hold SOC 2 attestation, ISO 27001 certification, HIPAA compliance certification, or FedRAMP authorization, and no Fee paid under these Commercial Terms purchases one. Where Customer's obligations require a certification that Virtik does not hold, Customer is responsible for determining whether the Service is appropriate for its use.

9.7 No automated provider activation. The Service does not currently provide automated onboarding, activation or metering of Security Provider programs. Section 11 applies.

10. Enterprise Orders

10.1 Order Form. An Enterprise Subscription is created by an Order Form, which states: the Organization fee and its cadence (annual, or monthly installments under a minimum commitment, which apply to the Organization fee only); the Site Licenses by tier and quantity, which are billed annually in advance unless the Order Form expressly states otherwise; the Portfolio Slots; the territory for the intellectual property indemnity (Section 8.3); the Subscription Term and minimum commitment; the currency and market; the payment terms; and any Master Services Agreement, Data Processing Addendum, Service Level Agreement, Security Addendum or negotiated terms that apply.

10.2 Relationship to the Agreement. An Enterprise Order Form operates within the Agreement. Section 5.3 of the Terms applies: an Order Form modifies the Agreement only to the extent it expressly identifies the provision it modifies, a conflict between an Order Form and the Agreement does not displace the rest of the Agreement, and the Order Form supersedes the Agreement as a whole only if it says so in express terms. Customer's acceptance of the Terms and these Commercial Terms through the Service remains effective unless the Order Form states that it replaces them.

10.3 Installments. Where an Enterprise Order Form provides for monthly installments, Section 5.5 applies. The installments apply to the Organization fee only, are not Monthly Flex, are not cancel-anytime, and are due for the whole minimum commitment, except as Section 16.19 of the Terms provides on a termination for Virtik's uncured material breach, and except on a termination under Section 20.7 or Section 22.5 of the Terms or under Section 8.4 of the DPA, on which the Fees allocable to the period after the effective termination date are not due and Fees already paid for that period are refunded as Section 16.13 of the Terms provides.

10.4 Site Licenses: annual prepayment and co-terminous term. Unless an executed Order Form expressly states otherwise, Site License fees are billed annually in advance, are co-terminous with the Subscription Term for the Organization subscription, and are non-cancellable except as the Agreement expressly provides. A Site License added during a term is billed in advance for the remainder of that term, pro rated by day, at the annual price in Schedule 2 or the Order Form. The monthly installment under Section 5.5 applies to the Organization fee only. On Customer's valid termination for Virtik's uncured material breach, prepaid Site License fees allocable to the period after the effective termination date are refunded under Sections 16.6(f) and 16.19 of the Terms, and no Site License fee for that period is unpaid.

10.5 Portfolio. Section 3.5 applies. Each licensed Site holds a Site License tier, and the Organization may hold up to 25 Portfolio Slots unless the Order Form provides otherwise.

10.6 Not self-service. Enterprise is not offered through checkout. Virtik may decline any Enterprise request.

11. Security Provider Program and Provider Verification

11.1 Approval required. Security Provider rights require Virtik's prior written approval. An ordinary Customer may not resell or sublicense the Service. An approved Security Provider ("Provider") may receive separate managed-site and customer deployment rights under a Provider order or program agreement ("Provider Order") that both Virtik and the Provider sign. A Provider Order is a negotiated security-provider agreement for the purposes of Section 26.11 of the Terms. Security Provider commercial activation requires Virtik's prior written approval and a Provider Order that Virtik has executed. Virtik does not represent that a Provider Order template, an application process or automated activation exists, and unless and until a Provider Order has been executed no Security Provider commercial terms (resale, volume pricing or Provider-managed Sites) apply. Section 5.8 of the Terms applies.

11.2 Provider Verification. Virtik grants Provider status only after it verifies the Provider's eligibility. Provider Verification is a decision made by Virtik and recorded in Virtik's own systems. A checkout, a payment, a billing record, a Stripe object, a metadata field or any statement made by the Provider does not itself confer or evidence Provider status, and Virtik may withdraw Provider status at any time under the Provider Order. Provider Verification is an internal eligibility decision by Virtik. It is not a certification, endorsement or assessment of the Provider's licensing or legal compliance, and no person may rely on it.

11.3 Provider Workspace. After approval, the Provider Workspace is provided at no charge (US$0 or EUR 0). Fees arise for the managed sites that the Provider operates, at the volume rates in Schedule 2 or the Provider Order.

11.4 Volume pricing. Provider managed-site Fees are priced per active managed site per month. The rate is selected by the total number of active managed sites, and the selected rate applies to all of the Provider's active managed sites in the billing period; the rates are not applied in graduated steps. The rate bands are in Schedule 2.

11.5 Counting and invoicing. The Service does not currently provide automated metering of active managed sites or automated adjustment of billed quantities. Active managed sites are determined from Virtik's records and from the Provider's reports where the Provider Order requires them, and Virtik will invoice on the basis the Provider Order states. Virtik does not represent that provider activation, managed-site counting or invoicing is automated.

11.6 Provider responsibility. A Provider remains responsible to Virtik for its customers' use of the Service, for flowing down terms to its customers that are no less protective of Virtik than the Agreement, and for compliance with the Agreement, the Acceptable Use Policy, the AI Use and Human Oversight Terms and the DPA. A Provider's customers are not parties to the Agreement unless a Provider Order states otherwise.

11.7 No authority. A Provider has no authority to bind Virtik, to make representations about the Service other than those in the Documentation, or to grant any rights in the Service.

11.8 Provider's customers. A Provider will: (a) contract with each of its customers in writing on terms that give the customer no right or remedy against Virtik, disclaim Virtik's liability to the customer to at least the extent that Sections 14, 20 and 21 of the Terms limit Virtik's liability to the Provider, name Virtik as an intended beneficiary of those limitations, and require the customer to comply with the Acceptable Use Policy and the AI Use and Human Oversight Terms; (b) not describe Virtik or the Service as an alarm-monitoring, dispatch, guard or emergency service, or as guaranteeing detection or response, it being understood that a Provider that is itself licensed to provide such services does so on its own account and not as Virtik's agent; (c) hold and maintain every license and registration that applicable law requires for the services it provides; (d) where its customer is a controller of Personal Data, ensure that the customer's instructions to the Provider are passed to Virtik on terms consistent with the DPA; and (e) indemnify Virtik under Section 22.1 of the Terms for claims by its customers and their personnel, which are claims arising from the Provider's decisions, services and deployment for the purposes of Section 22.1(b) and (e) of the Terms.

12. API and Integration Rights

12.1 The Service may be accessed programmatically through application programming interfaces and connectors that Virtik makes available, subject to the Plan, the Documentation, authentication requirements and rate limits.

12.2 API credentials and authorizations belong to Customer's Organization. Customer is responsible for their security and for every action taken with them.

12.3 Customer may connect third-party applications, including AI assistants that use connector interfaces published by Virtik, to its Organization through the authorization flow of the Service. Customer is responsible for what it authorizes, and data that Customer shares with a third-party application is governed by that application's terms. Section 15 of the Terms applies.

12.4 API and integration rights are granted for Customer's own use. They do not permit Customer to build a competing product, to provide the Service to a third party, or to circumvent an entitlement or a rate limit.

12.5 Virtik may modify or deprecate an interface on reasonable notice and may apply rate limits to protect the Service.

13. Commercial Restrictions and Intellectual Property

13.1 Customer must not resell, white-label, rebrand or bundle the Service, or offer it as a hosted or managed service, except as an approved Provider under Section 11, and must not use the Service to benchmark for, or to build, a competing product.

13.2 Virtik and its licensors own all intellectual property in the Service and in these Commercial Terms. No intellectual property is transferred by the Agreement. Sections 6.2 and 10.1 of the Terms apply to ownership, and Section 12 of the Terms applies to Feedback.

13.3 Customer retains ownership of Customer Data as Section 10 of the Terms provides.

14. Verification of Entitlement Use

14.1 Virtik may verify Customer's use against its entitlements using the metering and records that the Service maintains for each entitlement. Virtik does not require access to Customer Systems for this purpose.

14.2 Where verification shows use beyond entitlement, Section 3.8 applies. Virtik will raise the discrepancy with Customer before applying any restriction, except where the excess threatens platform stability or tenant isolation.

14.3 For a Provider, Virtik may also request reasonable records supporting the reported count of active managed sites, and the Provider will provide them. Virtik may also request reasonable information from any Customer that permits a third party to operate its Organization, to confirm that the third party is not providing the Service to others without approval.

14.4 This Section is an entitlement check, not a security audit right and not a right of access to Customer Data. Audit rights concerning personal data are in Section 14 of the DPA (LEG-010) and are unaffected.

15. Suspension

15.1 Section 17 of the Terms applies. Virtik may also restrict the creation or use of Sites, users, devices or other resources that exceed Customer's licensed quantity, and may suspend for non-payment as Section 4.6 provides.

15.2 Suspension does not terminate the Subscription Term and does not reduce the Fees, except as Section 17.3 of the Terms provides.

16. Termination, Effect of Termination and Survival

16.1 Section 23 of the Terms applies to termination of a Subscription.

16.2 On termination or expiry, the license and every Site License and Additional Site license end with the Subscription. Customer must stop using the Service, and Section 10.7 of the Terms governs export and deletion of Customer Data.

16.3 Where Virtik terminates a Subscription for Customer's breach, the Fees for the remainder of the committed Subscription Term become due, as Section 23.5 of the Terms states. A Subscription that carries a minimum commitment cannot otherwise be ended by Customer before the committed term ends, except by termination for Virtik's uncured material breach or insolvency under Section 23 of the Terms (on which Sections 16.6(f) and 16.19 of the Terms provide a refund and release for uncured material breach, and none for insolvency), under the remedy in Section 20.7 or Section 22.5 of the Terms, after an unresolved Material Subprocessor objection under Section 8.4 of the DPA, or on switching under Section 16.18 of the Terms where the Data Act applies (which does not by itself release the committed Fees, as Section 16.18(h) of the Terms states). Customer is not entitled to a refund of prepaid Fees except as Section 16.6 of the Terms provides.

16.4 Sections 1.3, 1.4, 1.7, 1.8, 3.4, 4.5, 4.6, 5.3, 5.5, 9, 11.6, 11.8, 12.2, 13, 14.4, 16, 17 and 20, and any accrued payment obligation, survive termination or expiry, together with the Sections of the Terms that Section 23.7 of the Terms lists.

16.5 Switching under the EU Data Act. Section 16.18 of the Terms applies where Regulation (EU) 2023/2854 applies to the Service and to Customer. It states the switching, notice, transition, retrieval and Fee rules, and a Subscription that carries a minimum commitment is subject to it to that extent.

17. Liability Allocation

17.1 The limitations, exclusions and caps in Section 21 of the Terms apply to these Commercial Terms, and a claim under these Commercial Terms is a claim under the Agreement for the purposes of the General Cap and the Enhanced Cap. Fees paid and payable under these Commercial Terms are counted in the calculation of those caps in accordance with Section 21 of the Terms. The General Cap is the Fees paid and payable for the Service in the 12 months before the first event giving rise to liability, but never less than US$100 (EUR 100 where Fees are charged in euros), and the Enhanced Cap is two times the General Cap, as Sections 21.2 and 21.3 of the Terms state.

17.2 Customer acknowledges that the Fees reflect the allocation of risk in Section 21 of the Terms and in Section 14 of the Terms, and that Virtik would not license the Service on these terms without them.

17.3 Nothing in these Commercial Terms creates liability that Section 21 of the Terms excludes or limits.

18. Relationship to the Rest of the Contract Stack; Order of Precedence

18.1 These Commercial Terms supplement and do not replace the Terms (LEG-001), the Acceptable Use Policy (LEG-006), the AI Use and Human Oversight Terms (LEG-007) or the DPA (LEG-010).

18.2 The order of precedence is stated once, in Section 26.11 of the Terms, and applies to these Commercial Terms without variation. Under it, these Commercial Terms govern license scope, Plans, entitlements, prices and commercial mechanics, as Section 18.3 states.

18.3 As to license scope, Plans, entitlements, prices and commercial mechanics, these Commercial Terms prevail over the Terms. As to anything else, the Terms prevail over these Commercial Terms.

18.4 A conflict between an Order Form and these Commercial Terms is resolved under Section 5.3 of the Terms and Section 10.2: the Order Form prevails to the extent it expressly identifies the provision it varies, and these Commercial Terms otherwise continue to apply.

18.5 Master Services Agreement customers. Where Customer and Virtik have executed a Master Services Agreement, Section 26.15 of the Terms applies: each reference in these Commercial Terms to the Terms, or to a Section of the Terms, is a reference to the Terms or that Section as incorporated into the Master Services Agreement, and the Sections of the Terms that Section 26.15 of the Terms lists (the only list of those Sections) apply to the Master Services Agreement as if set out in full, unless the Master Services Agreement or an Order Form expressly provides otherwise. Capitalized terms not defined in the Master Services Agreement have the meanings given in Section 1 of the Terms. A reference in these Commercial Terms to a Section of the Terms that Section 26.15 of the Terms does not list is, for a Master Services Agreement customer, a reference to the corresponding provision of the Master Services Agreement where there is one and otherwise has no effect.

19. Changes, Version and Effective Date

19.1 Virtik may update these Commercial Terms. Section 25 of the Terms applies, including notice, the designation of a version as requiring re-acceptance, and the availability of prior versions.

19.2 A version that changes a Plan, an entitlement or a price is published as a new version. A price or entitlement change does not affect a Subscription Term already purchased, and a change that materially reduces a purchased entitlement during a paid Subscription Term does not take effect for that term.

19.3 Where an Order Form incorporates a specific version of these Commercial Terms, that version continues to govern that Order Form for its stated term.

19.4 These Commercial Terms take effect for a Customer on the date the Customer accepts them, in the version that was current and published on that date. A version is effective only once it has been approved, published and given an effective date in Virtik's publication record; this draft is not effective. Acceptance records bind to the exact version and content hash that Customer was shown.

20. Governing Law and Disputes

20.1 Section 26.9 of the Terms (governing law and venue) and Section 26.10 of the Terms (dispute resolution) apply to these Commercial Terms. In summary, these Commercial Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, United States of America, without regard to conflict-of-laws principles, and after 30 days of good-faith resolution the state and federal courts located in Delaware have exclusive jurisdiction and venue, to which each party consents. The Terms govern in the event of any difference of wording.

20.2 This document contains no arbitration agreement and no class action waiver.

21. Contact

Legal notices: legal@virtik.ai. Postal address: Virtik USA, Inc., Attention: Legal, 113 N San Vicente Blvd, Beverly Hills, CA 90211, United States. Sections 26.1 and 27 of the Terms apply.

Language. These Commercial Terms are drafted in English. Translations are provided for convenience. In the event of a conflict, the English version controls, except where applicable law requires otherwise.

Schedule 1 — Plan Entitlements

Entitlements apply to the Organization as a whole. "GB" means 1,000,000,000 bytes and "GiB" means 1,073,741,824 bytes.

The Security Provider Plan, and the Government, Public Safety and Federal Plans, have entitlements that are stated in the Provider Order or the Order Form.

Schedule 2 — List Prices

Prices exclude taxes. The price that applies to a Subscription is the price shown at checkout and accepted in the Online Order, or the price in the Order Form (Section 4.1). "Per month equivalent" is a statement of an annual price divided by twelve; an Annual Subscription is billed once a year, and an Enterprise Site License is billed annually in advance unless an executed Order Form expressly states otherwise.

United States market (United States dollars)

Europe market (euros)

Security Provider (approved Providers only)

The Provider Workspace is provided at no charge after approval. Managed-site Fees are per active managed site per month, at the rate for the band that contains the Provider's total number of active managed sites, applied to all of those sites (Section 11.4).

For example, a Provider with 8 active managed sites in the United States market pays $59 for each of the 8 sites, and a Provider with 100 active managed sites pays $39 for each of the 100 sites. The same Provider with 9 sites pays $59 for each of 9 sites, and with 10 sites pays $49 for each of 10 sites.

Government, Public Safety and Federal

Offered by quotation only. No list price is published.

Version history

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