These Terms and Conditions ("Terms") constitute a legally binding agreement between you (either an individual or the entity you represent) and the operator of Vertex CRM ("we," "us," or "our") governing your access to and use of the Vertex CRM platform, including the web application, APIs, documentation, and any related services (collectively, the "Service"). By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Service.
If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and your organization will be responsible for the acts and omissions of its users. References to "you" in these Terms include both the individual user and, where applicable, the organization.
Vertex CRM is a customer relationship management platform that provides tools for managing accounts, contacts, leads, opportunities, activities, tasks, products, cases, campaigns, and reports. The Service may be offered as a hosted solution, an on-premises deployment, or under other arrangements as specified in an order form or agreement.
Subject to your compliance with these Terms and any applicable order or agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the term of your subscription or deployment. This license does not include the right to sublicense, resell, or use the Service for the benefit of third parties except as expressly permitted (e.g., managing your own customers and prospects). You may not copy, modify, distribute, reverse engineer, or create derivative works of the Service or its underlying software except as permitted by applicable law or separate written agreement.
You must provide accurate, current, and complete information when registering or when information is requested by your administrator or us. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must promptly notify your administrator or us of any unauthorized use or breach of security. We are not liable for any loss or damage arising from your failure to protect your credentials or from unauthorized access to your account.
Accounts may be created by an administrator within your organization or by us in accordance with your deployment model. We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe pose a security or legal risk.
You agree to use the Service only for lawful purposes and in accordance with these Terms and any applicable laws and regulations. You must not use the Service to:
We may suspend or terminate your access and remove content that we reasonably believe violates these Terms or poses a risk to the Service or others. Repeated violations may result in permanent termination and referral to law enforcement where appropriate.
You retain all right, title, and interest in and to the data you or your users submit to the Service ("Your Data"). You grant us a limited license to use, store, process, and display Your Data solely as necessary to provide, support, and improve the Service and to comply with our legal obligations. We do not use Your Data for advertising or for training AI/ML models on your content except where explicitly agreed in a separate agreement.
Our collection, use, and disclosure of personal information are described in our Privacy Policy. By using the Service, you consent to such processing in accordance with the Privacy Policy and applicable law. You are responsible for ensuring that you have a lawful basis to input any personal data into the Service and that your use complies with applicable data protection laws (e.g., GDPR, CCPA).
We and our licensors own all right, title, and interest in and to the Service, including the software, design, text, graphics, and other content we provide (excluding Your Data). Our name, logos, and product names are our trademarks. You may not use them without our prior written consent. Nothing in these Terms grants you any right to our intellectual property except the limited license to use the Service as described herein.
THE SERVICE IS 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, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. YOU USE THE SERVICE AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN SUCH CASES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL) ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (USD 100), WHICHEVER IS GREATER. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES; IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You agree to indemnify, defend, and hold harmless us and our affiliates, officers, directors, employees, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) Your Data or any content you submit; (c) your violation of these Terms or any applicable law; or (d) your violation of any third-party right. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense.
These Terms remain in effect while you use the Service. We or your organization's administrator may suspend or terminate your access at any time for convenience or for breach of these Terms. Upon termination, your right to use the Service ceases immediately. Provisions that by their nature should survive (including ownership, disclaimers, limitation of liability, indemnification, and governing law) will survive termination.
Upon request or upon termination, we may provide a reasonable opportunity to export Your Data in a standard format, subject to our data retention and backup policies and applicable law.
These Terms shall be governed by and construed in accordance with the laws of the jurisdiction specified in your order form or agreement, or, in the absence thereof, the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the Service shall be resolved exclusively in the state or federal courts located in that jurisdiction, and you consent to the personal jurisdiction of such courts. Nothing in these Terms limits either party's right to seek injunctive or other equitable relief in any court of competent jurisdiction.
These Terms, together with the Privacy Policy, Terms of Usage, and any order form or written agreement referencing these Terms, constitute the entire agreement between you and us regarding the Service and supersede any prior agreements. If any provision is held to be unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision shall not constitute a waiver of such right or provision. You may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets. Notices under these Terms may be given by email or through the Service and are deemed given when sent or displayed.
For questions about these Terms and Conditions, please contact your organization's Vertex CRM administrator or the contact designated in your agreement or on the Support page.
Last updated: 2025. These Terms are designed for production use. Organizations should have them reviewed by legal counsel to ensure they meet their specific requirements and jurisdiction.