1. Agreement to Terms

These Terms of Service are an agreement between you and Sunrise Platform, Inc., a Delaware corporation, 131 Continental Drive, Suite 305, Newark, DE 19713, USA ("Vervana", "we", "us"). By accessing or using Vervana's services, including this website, you agree to be bound by these Terms and acknowledge our Privacy Policy. If you use the services for a company, you confirm you are authorized to bind it. If you do not agree, do not use the services.

Business use only. Our services are intended for businesses and professionals acting in the course of their trade or profession. They are not offered to consumers, and you confirm you are not using them for personal, family or household purposes.

These Terms apply to customers in the United States. Customers elsewhere contract with Tarida Capital GmbH dba Sunrise, Switzerland.

Signed agreements control. These Terms are the standard terms for self-service sign-ups, free tools and website use. If you (or your company) have signed an Order Form with us, the Order Form, the Master Subscription & License Agreement (MSLA) it attaches and, for personal data, the Data Processing Agreement (DPA) are your agreement and control over these Terms. In a conflict they prevail, and these Terms apply only to matters they do not address. Among the signed documents, the DPA governs personal-data processing, the Order Form governs commercial terms (price, term, plan, payment), and the MSLA governs general terms of access and use. Changes to these Terms do not amend a signed agreement, and a purchase order or customer-supplied terms have no effect unless the Order Form expressly accepts them.

2. Services

Vervana Pro provides operational intelligence software for regulated markets, including Pro and Observer tiers, Sandbox, and free tools and demos on this website. We continuously work to improve the services and may change, add or retire features; we will not materially reduce the core functionality of a paid plan during its paid term without notice.

AI output and demos. Insights, recommendations and chat answers are generated by software, may be incomplete or inaccurate, and are not legal, financial, medical or regulatory advice. You are responsible for reviewing them before relying on them. Free tools, Sandbox and the demo chat are provided for evaluation; do not enter personal, confidential or sensitive information into the demo chat. You may use outputs for your internal business purposes; similar inputs may produce similar outputs for different customers.

Regulated markets. Vervana provides software for analytics, integration and decision support. We do not manufacture, distribute, sell, broker, transport or take possession of regulated products (such as cannabis or medicines), we do not provide legal, medical, regulatory, tax or other professional advice, and your own systems remain your systems of record. You are solely responsible for your licenses, regulated activities, advertising, product, quality and compliance decisions, and for human review and approval before acting on outputs such as order, price or purchasing recommendations. Onboarding and support help you configure the service; bespoke implementation, data cleanup, migration or validation work is not included unless agreed in writing.

Third-party services. If you connect third-party services (for example Google Workspace, Microsoft 365 or Stripe), their own terms apply, and you are responsible for having the right to connect them.

3. Accounts and Your Responsibilities

Provide accurate account information and keep it up to date
Maintain the security of your account credentials and tell us promptly of any unauthorized use
Ensure you have the rights and, where required, legal bases and notices needed for data you connect to our services
Comply with all applicable laws and regulations
Use our services only for lawful purposes and in line with the Acceptable Use rules below

4. Acceptable Use

You will not, and will not allow others to:

use the services unlawfully, or to infringe or misappropriate others' rights, or to send unlawful, harmful or deceptive content
attempt to gain unauthorized access, probe, scan or test the security of the services, or interfere with or overload them
reverse engineer, decompile or copy the services, except where the law does not allow this restriction
scrape or bulk-extract data from the services by automated means, other than through interfaces we provide
resell or provide the services to third parties, or use them or their output to build a competing product or to train AI models
upload malware, or data you have no right to use

5. Subscriptions, Billing and Renewal

Paid subscriptions are billed monthly or annually in advance, at the prices shown at checkout or in your Order Form, plus applicable taxes. Fees are due in advance: the first payment on sign-up, then on the first day of each month for monthly plans, or annually in advance for annual commitments. Fees exclude VAT, sales and similar taxes and withholding taxes, which you bear (other than taxes on our net income). Payments are processed by Stripe or another designated payment collection agent, which may issue invoices and receipts on our behalf; paying it discharges your payment obligation to us, but it does not become your contracting party or the provider of the services. We do not receive or store full card numbers. Overdue amounts may accrue interest at 1.5% per month (or the legal maximum, if lower), and you are responsible for reasonable collection costs.

Automatic renewal. Unless your Order Form says otherwise, subscriptions renew automatically for successive periods of the same length until either party gives notice of non-renewal before the renewal date. For self-service sign-ups, we will tell you at least 30 days in advance of any price increase, and you may cancel by writing to support@vervana.pro or, where available, in your account. A monthly plan can be cancelled at any time, effective at the end of the current month. An annual commitment runs for its full year; give notice of non-renewal before the renewal date to avoid the next year's charge. If you end an annual commitment early (for convenience or non-payment), we may true up the months already used to the then-current month-to-month rate and withdraw the annual discount going forward; this is not an early-termination fee. If you have a signed Order Form, the fees in it apply for its term.

Refunds. Fees are non-refundable except as stated here, in your Order Form, or where the law requires. If we cannot correct a material non-conformity of a paid service with its documentation, you may terminate the affected service and receive a pro rata refund of prepaid unused fees for it; the same applies if we end an affected service because of an infringement claim. If a payment fails we may notify you and, after reasonable notice, suspend the paid features.

6. Data Protection and Hosting

Processing of client personal data in Vervana Pro is governed by our Data Processing Agreement (DPA), which is incorporated into these Terms and available on request at support@vervana.pro. For that data, you are the controller and Vervana is the processor. US client data in Vervana Pro is hosted and processed in the United States. We do not use client personal data to train models for our own or third-party benefit. We maintain a written information security program and notify you of security incidents as the DPA requires; processing by approved sub-processors, payment providers and integrations you approve may occur outside the hosting location. See our Privacy Policy for how we handle account, website and billing data.

7. Intellectual Property and Feedback

Vervana and its services are owned by Sunrise Platform, Inc. and its licensors. We grant you a limited, non-exclusive, non-transferable, non-sublicensable right to use the services during your subscription (or, for free tools, as offered) for your internal business purposes, subject to these Terms. All rights not granted are reserved. You retain ownership of your data and grant us the limited right to host, process and display it only as needed to provide the services to you, as set out in the DPA. We retain ownership of our software, workflows, models, algorithms, know-how and improvements, and of usage and diagnostic data and aggregated, anonymized insights that cannot identify you or any individual. If you give us feedback or suggestions, we may use them without obligation to you.

8. Confidentiality

Each party will use the other's non-public information that is marked confidential or reasonably understood to be confidential (including your data, pricing, security information, credentials and our non-public product architecture and source code) only to perform or receive the services, protect it with at least reasonable care, and share it only with personnel, advisors, contractors and sub-processors who need it and are bound by confidentiality duties. This does not cover information that is public without breach, already known, independently developed or lawfully received from a third party, and a party may disclose it where required by law after prompt notice where permitted. Duties last five years after disclosure, and for as long as the information remains non-public for your data, security information, credentials, source code and product architecture.

9. Suspension and Termination

You may stop using the services or cancel at any time (see Billing). We may suspend access, to the extent reasonably necessary, if you materially breach these Terms or the Acceptable Use rules, if an overdue payment is not cured after notice, if your use creates a security, legal, regulatory or operational risk or threatens the integrity or availability of the services, if you use them unlawfully or abusively, or if the law or a third-party provider requires. We will limit suspension to the affected account, feature or data where reasonable, give notice where practicable and restore access once the issue is resolved. Either party may terminate for the other's material breach not cured within 30 days of written notice, or immediately if the other becomes insolvent or ceases business. We may terminate immediately for unlawful use, misuse of our intellectual property, security abuse or regulated-use violations. We may also end free tools, Sandbox and demos at any time.

On termination, your right to use the services ends and unpaid fees become due. You may export your data during the term and for 30 days after it (unless we ended access for security, unlawful use or legal risk). Client data is returned or deleted within 30 days as set out in the DPA, and backups roll off within 35 days. Sections that by their nature should survive (including Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, Indemnity and Governing Law) survive termination.

10. Disclaimers

For paid subscriptions, we warrant that the services will materially conform to our documentation during the paid term; your sole remedy is correction of the non-conformity or, if we cannot correct it, the pro rata refund described under Billing. Each party confirms it has authority to enter these Terms and will comply with the laws that apply to its performance. Otherwise, to the fullest extent permitted by law, the services (including outputs, free tools, Sandbox and preview features) are provided "as is" and "as available", and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the services will be uninterrupted or error-free, or that insights and recommendations are accurate or complete. You remain responsible for your business decisions.

11. Limitation of Liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, arising out of these Terms or the services. Each party's total liability arising out of or related to these Terms is limited to the fees paid or payable by you for the services in the 12 months before the event giving rise to the claim. Our liability for breach of confidentiality, breach of the DPA, or a security incident caused by our breach of our security obligations is limited to two times that amount. Where you pay no fees (free, beta or preview services), our total liability is limited to USD 100. These limits do not apply to your payment obligations, your breach of the usage restrictions, your misuse of our intellectual property, your unlawful regulated use, or your indemnity obligations for your data, regulated products, advertising or medical claims, or illegal activity.

Nothing in these Terms limits or excludes liability that cannot be limited under applicable law, including liability for fraud, willful misconduct or gross negligence, or bodily injury. Some jurisdictions do not allow certain limits, so parts of this section may not apply to you.

12. Indemnity

For paid subscriptions, we will defend you against a third-party claim that your authorized use of the services infringes that party's intellectual property rights and pay final damages awarded or amounts agreed in settlement, subject to the limits above. This does not cover claims arising from your data, instructions or configurations, use in breach of these Terms, modifications or combinations not made or provided by us, free or preview features, open-source components or third-party services. If infringement is alleged we may obtain the right to continue, modify or replace the affected service, or end it and refund prepaid unused fees for that portion.

You will defend and indemnify us, our affiliates and personnel against third-party and regulatory claims, penalties, damages and costs arising from your data; your products, licenses, regulated activities, sales, shipments, recalls, advertising or regulatory submissions; your use of outputs, including for medical, legal, financial, employment, credit or insurance decisions; your breach of law or these Terms; or claims that your data, content, instructions or configurations infringe third-party rights. The indemnified party must give prompt notice and reasonable cooperation and let the indemnifying party control the defense; the indemnifying party may not settle in a way that admits fault or imposes non-monetary obligations on the indemnified party without consent.

13. Changes to these Terms

We may update these Terms. We will update the "Last updated" date and, for material changes, give customers at least 30 days' notice by email or in the product. Changes never amend a signed Order Form or MSLA. Changes apply to continued use after the notice period; if you do not agree to a material change you may cancel before it takes effect. Changes required by law may apply sooner.

14. General

Neither party is liable for delay caused by events beyond its reasonable control. Neither party may assign these Terms without the other's consent, except to an affiliate or a successor in a merger, reorganization, change of control or sale of the relevant business that assumes the obligations. We will identify you as a customer publicly only with your prior written consent. If a provision is unenforceable, the rest remains in effect. Failure to enforce a right is not a waiver. For self-service sign-ups, these Terms, together with any Order Form and the DPA, are the entire agreement on their subject; if you have signed an Order Form and MSLA, those documents and the DPA are the entire agreement, as set out above. Notices to us go to support@vervana.pro; we may notify you by email at your account address or in the product. You will comply with applicable export control and sanctions laws.

15. Governing Law and Venue

These Terms, and a signed Order Form and MSLA with Sunrise Platform, Inc. unless the Order Form says otherwise, are governed by the laws of the State of Delaware, USA, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The state and federal courts located in Delaware have exclusive jurisdiction.

16. Contact

Sunrise Platform, Inc., a Delaware corporation, 131 Continental Drive, Suite 305, Newark, DE 19713, USA. Questions about these terms? Contact us at support@vervana.pro