Terms of Service

7.1 General

You shall configure Your Content, including any of your projects or deployments, such that the transmission, storage, or use in any way will not expose personal data or personal information without proper consent from individuals as determined by applicable law. You shall configure the Services in accordance with the Documentation and properly implement encryption as set forth in the Documentation. Vercel implements regular backups of Your Content and you shall also maintain its own backups of Your Content. Vercel will have no liability to you for any unauthorized access or use of any of Your Content or any corruption, deletion, destruction or loss of any Your Content to the extent that is attributable, in whole or in part, to your misconfigurations or an insecurity in your website or project, malware or malicious content in your website, Your Content or project. If any actual or suspected security incident, vulnerabilities, violations of this Section 7, or issue related to the Services are identified, you shall immediately report it to security@vercel.com.

7.2 PCI Compliance

Vercel is not a payment processor. To the extent that Your Content or Your Data (as defined below) is subject to the Payment Card Industry Data Security Standards (PCI DSS), you acknowledge that you are responsible for maintaining and monitoring compliance with PCI DSS requirements as prescribed by the PCI Security Standards Council as may be amended from time to time. You agree to comply with Vercel's Documentation on appropriate implementation of the Services for processing payments.

7.3 HIPAA Compliance

You shall not use the Services to host any Protected Health Information or information that is subject to the Health Insurance Portability and Accountability Act (HIPAA), unless you first obtain Vercel's prior written approval.

8.1 International Transfers of Data

To the extent that Your Content or Your Data (as defined below) is subject to any applicable data protection or privacy law, as defined in Vercel's Data Processing Addendum ("DPA"), and is processed and/or stored by Vercel on your behalf in connection with the Services, you agree to the terms of the DPA.

8.2 Use of Your Data

You shall own and retain all right, title and interest in and to Your Data. Vercel may use and disclose Your Data solely to the extent necessary to provide the Services to you and for security to protect the Services and third parties from fraud, illegal activities, abuse, malware, malicious files or content, viruses and the like and for no other purpose. Otherwise, Vercel will not sell, disclose, or share any Your Data (or any part or product thereof) with anyone else. Vercel will implement and maintain reasonable information security policies and processes (including technical, administrative and physical safeguards) that are designed to prevent unauthorized access to or use or disclosure of the Services or any Your Data.

8.3 Aggregate Data

Vercel shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (excluding Your Data and data derived therefrom), and Vercel will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Vercel offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

12.1. Representations

You represent and warrant that (i) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in posting and other activities (and allow Vercel to perform its obligations) in connection with the Services without obtaining any further releases or consents; (ii) Your Content and other activities in connection with the Services, and Vercel's exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy, or publicity, or other personal or proprietary right and Your Content is not defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iii) you will use the Services only in compliance with Vercel's standard published policies and documentation then in effect and all applicable laws and regulations.

12.2. Mutual Warranty

Each party represents and warrants to the other that it has full right and power to enter into and perform under this Agreement, without any third-party consents or conflicts with any other agreement.

14.1. Confidentiality

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, product or financial information or data relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Vercel includes non-public information regarding features, functionality and performance of the Services. Your Proprietary Information includes non-public personal data provided by you to Vercel to enable the provision of the Services and that you upload to the Services (collectively, "Your Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without confidentiality restrictions by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party as evidenced by its internal files. If a Receiving Party is required by law or a governmental agency to disclose the Disclosing Party's Proprietary Information, the Receiving Party must provide reasonable notice to the Disclosing Party of such required disclosure so as to permit the Disclosing Party a reasonable period of time to seek a protective order or limit the amount of Proprietary Information to be disclosed.

14.2. Company Ownership

Vercel shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto and (b) all intellectual property rights related to any of the foregoing.

14.3. Feedback

To the extent you or any of your users provide any suggestions to Vercel regarding the functioning, features, and other characteristics of the Services, documentation, or other material or services provided or made available by Vercel ("Feedback"), you hereby grant Vercel a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully transferable, worldwide license (with rights to sublicense through multiple tiers of sublicenses) under all of your intellectual property rights, for Vercel to use and exploit in any manner and for any purpose.

14.4. Customer Name

During the term of this Agreement, you grant Vercel a non-exclusive, royalty-free, fully-paid up license to use and reproduce your trademarks, tradenames and logos in Vercel's marketing materials and website(s) and to indicate that you are a Vercel customer. Vercel will abide by any written trademark usage guidelines provided by you. All goodwill arising out of the use of your trademarks, tradenames and logos shall inure to your benefit.

15.1. Plans

The Services will be provided according to the plan level you select. There is a free hobby plan and there are paid self-service subscription plans ("self-service subscriptions"). For an enterprise license, you may contact Vercel separately. You may opt to upgrade or downgrade to any other plan level that Vercel offers at any time during the period of your plan; provided that a downgrade will not be effective until the next renewal date. For self-service subscriptions, additional Services added to your self-service subscription, and domain registrations, you will be charged a fee and any applicable tax. Fees will be billed to the credit card or other payment account you provide in accordance with the billing terms in effect at the time a fee or charge is due and payable. You acknowledge and agree that Vercel will automatically charge your credit card or other payment account on record with Vercel in connection with your use of the Services: (i) in advance of each self-service subscription term, for the self-service subscription you have selected and any additional Services added to your self-service subscription; (ii) in arrears for any additional Services you have used or added to your self-service subscription during the prior self-service subscription term; and (iii) on purchase of any domain registration and up to thirty (30) days prior to each annual anniversary of your purchase. The self-service subscription and any additional Services added to your self-service subscription will automatically-renew for the same term as the initial term. You represent and warrant to Vercel that all of your payment information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. If payment is not received or cannot be charged to your credit card or other payment account for any reason in advance, Vercel reserves the right to either suspend or terminate your access to the Services and terminate this Agreement and for domain registrations, Vercel may not register the domain or may allow the domain registration to expire. All fees are non-refundable, except as expressly stated otherwise in this Agreement.

15.2. Payments

All payments shall be made in the currency of, and within the borders of the United States. You will pay all applicable taxes, duties, withholdings, backup withholding and the like; when Vercel has the legal obligation to pay or collect such taxes, the appropriate amount shall be paid by you directly to Vercel. If all or any part of any payment owed to Vercel under this Agreement is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the U.S. and any such country, such payment shall be increased by the amount necessary to result in a net payment to Vercel of the amounts otherwise payable under this Agreement. You will reimburse Vercel any pre-approved and agreed upon costs. Vercel may change its fees and payment terms at its discretion; provided however, that such changes will not take effect for you until the start of the next payment period. Vercel will provide written notice to you for any changes to the fees that affect the Services purchased by you. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount.

16.1. Term

Subject to earlier termination as provided below, the term of this Agreement will commence on your acceptance of this Agreement and will continue for as long as the Services are being provided to you under this Agreement. The term of your hobby plan, self-service subscription, and any Services purchased or added to your self-service subscription, shall automatically renew for successive terms equal in duration to the initial term unless you cancel your hobby plan or self-service subscription in advance of the renewal date. You have the right to terminate your account (or downgrade your Pro account to a hobby account) at any time by sending a cancellation request to Vercel Support via the Help page provided that such termination will be effective at the start of the next renewal period. Subject to earlier termination as provided below, Vercel may terminate your account and this Agreement at any time by providing thirty (30) days prior notice to the administrative email address associated with your account. In addition to any other remedies Vercel may have, Vercel may also terminate this Agreement upon ten (10) days' notice (or two (2) days in the case of nonpayment), if you breach any of the terms or conditions of this Agreement. Vercel may terminate your account and this Agreement immediately if you exceed any Vercel limits concerning use of the Services, including without limitation, the maximum period of time that data, code or other content will be retained by the Services, the maximum storage space that will be allotted on Vercel's servers on your behalf, and the maximum compute capacity provided for the execution of builds and functions and the maximum network data transferred by the Services. You acknowledge that Vercel reserves the right to terminate accounts that are inactive for an extended period of time and the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof). All of Your Content on the Services (if any) may be permanently deleted by Vercel upon any termination of your account. If Vercel terminates your account without cause and you have signed up for a self-service subscription, Vercel will refund the pro-rated, unearned portion of any amount that you have prepaid to Vercel for such Services.

16.2. Survival

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, Sections 15.1 and 15.2, and accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

16.3. Effect of Termination

Upon the termination of this Agreement for any reason: (i) the licenses granted under this Agreement in respect of the Services shall immediately terminate and you and your users shall cease use of the Services; (ii) Vercel will cease providing any Support Services; (iii) you shall pay to Vercel the full amount of any outstanding fees due hereunder; and (iv) within fourteen (14) calendar days of such termination, each party shall destroy or return all Proprietary Information of the other party in its possession or control, and will not make or retain any copies of such information in any form, except that the receiving party may retain one (1) archival copy of such information solely for purposes of ensuring compliance with this Agreement

18.1. Limit of Liability and Waiver of Consequential Damages

EXCEPT FOR YOUR BREACH OF SECTIONS 9, 14, AND 15, OR YOUR BREACH OF ANY REPRESENTATIONS OR WARRANTIES OR YOUR INDEMNITY OBLIGATIONS, NEITHER PARTY NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR (C) FOR ANY DIRECT DAMAGES, COSTS, LOSSES, OF LIABILITIES IN AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE GREATER OF ONE HUNDRED DOLLARS AND THE FEES PAID BY YOU TO VERCEL FOR THE SERVICES UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER THIS AGREEMENT.

18.2. Limits

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, VERCEL'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

20.1. Law

This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

20.2. Binding Contract

You acknowledge that this Agreement is a contract between you and Vercel, even though it may be electronic and may not be physically signed by you and Vercel, and it governs your use of the Services.

20.3 Exclusive Jurisdiction and Venue; Arbitration.

1. Domain Name Registration

By using or accessing the domain name reservation services, you further acknowledge that you have read, understand, and agree to be bound by the Domain Name Registration and Services Addendum which is hereby incorporated into this Agreement.

2. Marketplace Terms

By using or accessing Vercel’s Marketplace, you further acknowledge and agree that you have read, understand, and agree to be bound by Vercel’s Integration Marketplace End User Addendum.

3. Non-Vercel Services

Vercel or third parties may distribute Non-Vercel Services. “Non-Vercel Services” means products, services, tools, or software functionality that interoperates with a Service, that is provided by you, other Vercel users, or any third party, including but not limited to, integrations or connectable accounts available through Marketplace, third-party AI providers available through AI Gateway, community templates, and content, products or software that are otherwise obtained or provided by a person or entity other than Vercel. Your use or purchase of any Non-Vercel Services, and any data exchanged in connection with Non-Vercel Services, is solely between you and the applicable third-party provider, and governed by the terms of service, end user license agreement, privacy notice, and/or any other terms or policies between you and that third party as disclosed or made available within the Services or the Notices and License Information. Vercel does not make any representations, warranties, or guarantees regarding Non-Vercel Services, their providers, their availability, or their conformity to your security or compliance requirements. Vercel’s support terms do not apply to Non-Vercel Services. Vercel is not responsible for any disclosure, modification, or deletion of Your Content resulting from access by any Non-Vercel Services, or other, direct or indirect, losses, special or consequential damages, or claims arising out of or in connection with Non-Vercel Services. While the Services may contain features designed to interoperate with non-Vercel Services, Vercel cannot guarantee the continued availability of such features of the Services and may cease providing them without entitling you to any refund, credit or other compensation, if, for example, a Non-Vercel Services provider ceases to make the Non-Vercel Services available for interoperation with the Services under circumstances acceptable to Vercel.

4. AI Products and Services

By using or accessing Vercel's AI Products and Services, you further acknowledge and agree that you have read, understand, and agree to be bound by Vercel's AI Product Terms, which are incorporated into this agreement.

5. DORA

To the extent that your use of the Services is subject to the Digital Operational Resilience Act, you agree to the terms of the DORA Addendum.