Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Veristack platform and the website at veristacktech.com (collectively, the “Service”), provided by Veristack Technologies Inc. (“Veristack,” “we,” “our,” or “us”). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

If you have entered into a separate signed subscription agreement or pilot evaluation agreement with Veristack, the terms of that signed agreement shall control to the extent of any conflict with these Terms.

1. The Service

Veristack is a software platform that automates the creation of T&M backup documentation for government prevailing wage construction projects. The Service processes timesheet data, subcontractor invoices, and related project documentation to generate audit-ready backup packages.

The Service is a documentation and workflow tool. It does not constitute legal, accounting, tax, or compliance advice. Veristack does not guarantee audit acceptance, regulatory approval, claim recovery, or payment on any particular project. You are responsible for verifying the accuracy of all output generated by the platform before submission to any owner, agency, or auditor.

2. Account Registration and Security

You must create an account to use the Service. You agree to provide accurate and complete registration information and to keep your account credentials confidential. You are responsible for all activity that occurs under your account. You must notify Veristack immediately of any unauthorized use of your account.

Veristack reserves the right to suspend or terminate accounts that violate these Terms or that pose a security risk to the Service or other users.

3. Subscriptions and Payment

Access to the Service requires a paid subscription or an active pilot agreement. Subscription terms, pricing, and payment schedules are set forth in your subscription agreement or pilot evaluation agreement with Veristack.

If payment is not received when due, Veristack may suspend access to the Service upon fifteen (15) days’ written notice. Suspension does not relieve you of your payment obligations.

4. Your Data

You retain all right, title, and interest in and to the data you upload to the Service, including timesheet data, project data, invoices, wage determinations, and project-specific output generated from your data. Veristack does not claim ownership of your data.

You grant Veristack a limited, non-exclusive right to process, store, and transmit your data solely as necessary to provide the Service to you. This right terminates when your agreement with Veristack ends and your data is deleted in accordance with our data retention practices.

You are solely responsible for the accuracy, legality, and appropriateness of the data you upload to the Service. You represent that you have all necessary rights and permissions to upload and process such data through the Service.

5. Certified Payroll Documents

If you upload certified payroll documents containing personally identifiable information, such documents are stored on encrypted servers (AES-256 at rest). As an additional security measure, the platform applies automated PII redaction to remove sensitive identifiers before long-term storage. If the platform cannot confirm that redaction has been completed, the document may be flagged for user review. You are responsible for reviewing flagged documents and confirming that any required redaction has been completed.

You acknowledge that you are responsible for compliance with all applicable laws governing certified payroll data, including but not limited to the Davis-Bacon Act and applicable state prevailing wage statutes. Veristack’s PII redaction is a security measure designed to protect sensitive employee data, not a guarantee of regulatory compliance.

Veristack’s security measures protect certified payroll data within the platform. You are solely responsible for the handling, transmission, storage, and disclosure of certified payroll documents and other sensitive information outside the platform, including downloading documents to local devices, transmitting documents via unsecured channels, or sharing account credentials with unauthorized individuals.

6. Acceptable Use

You agree not to: (a) use the Service for any unlawful purpose or in violation of any applicable law or regulation; (b) reverse engineer, decompile, or attempt to derive the source code or underlying logic of the Service; (c) copy, modify, or create derivative works from the Service; (d) share your account credentials or provide access to any unauthorized third party; (e) use the Service to store or transmit malicious code, viruses, or harmful data; (f) interfere with or disrupt the integrity or performance of the Service; (g) attempt to gain unauthorized access to the Service or its related systems; or (h) use the Service for any purpose other than its intended use as a T&M backup documentation platform.

7. Intellectual Property

Veristack retains all right, title, and interest in and to the Service, including all software, algorithms, processes, methodologies, user interfaces, processing logic, documentation, and all improvements, enhancements, and modifications thereto. These Terms do not grant you any right, title, or interest in the Service except the limited right to use it in accordance with your subscription or pilot agreement.

The Veristack name, logo, and related marks are trademarks of Veristack Technologies Inc. You may not use our trademarks without prior written permission.

8. Third-Party Services

The Service may integrate with or rely on third-party services, including cloud hosting providers, payment processors, and monitoring tools. Certain features or functionality may depend on such third-party services. Veristack is not responsible for the separate terms, policies, or independent acts of third-party providers.

9. Warranties and Disclaimer

(a) Limited Performance Warranty. Veristack warrants that during the term of your subscription or pilot agreement, the Service will substantially perform the functions described in the applicable documentation and service descriptions provided by Veristack. If the Service fails to meet this warranty, Veristack’s sole obligation is to use commercially reasonable efforts to correct the non-conformity. If Veristack is unable to correct a material non-conformity within a reasonable period, you may terminate your agreement and receive a pro-rata refund of any prepaid fees for the unused portion of the term.

(b) General Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AVAILABILITY. VERISTACK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE AT ALL TIMES.

VERISTACK DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY OUTPUT GENERATED BY THE SERVICE. OUTPUT IS GENERATED BASED ON THE DATA YOU PROVIDE AND THE PREVAILING WAGE RATES CONFIGURED IN THE PLATFORM. YOU ARE RESPONSIBLE FOR REVIEWING AND VERIFYING ALL OUTPUT BEFORE USE OR SUBMISSION.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERISTACK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY.

VERISTACK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO VERISTACK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) TEN THOUSAND DOLLARS ($10,000). THIS MINIMUM LIABILITY FLOOR APPLIES REGARDLESS OF WHETHER THE SERVICE IS PROVIDED UNDER A PAID SUBSCRIPTION, A PILOT AGREEMENT, OR A FREE EVALUATION.

11. Indemnification

(a) Client Indemnification. You agree to indemnify, defend, and hold harmless Veristack, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your gross negligence or willful misconduct in connection with the Service; (ii) your violation of these Terms; (iii) your violation of any applicable law or regulation; (iv) any claim that data you upload to or process through the Service infringes or misappropriates the intellectual property or privacy rights of a third party; (v) any manual edits, modifications, or overrides you make to the documentation or calculations generated by the Service; or (vi) your failure to verify the accuracy of the final output before submission to a third party.

(b) Veristack IP Indemnification. Veristack shall indemnify, defend, and hold harmless Client from and against any third-party claim that the Service, as provided by Veristack, infringes a valid United States patent, copyright, or trade secret of that third party, provided that Client: (i) promptly notifies Veristack in writing of the claim; (ii) grants Veristack sole control of the defense and settlement; and (iii) provides reasonable cooperation at Veristack’s expense. Veristack’s obligations under this subsection do not apply to claims arising from: (A) Client’s modification of the Service; (B) Client’s combination of the Service with non-Veristack products or data not contemplated by the Service; or (C) Client’s use of the Service in violation of these Terms. If the Service becomes the subject of an infringement claim, Veristack may, at its option: (1) procure for Client the right to continue using the Service; (2) modify the Service to make it non-infringing; or (3) terminate access and refund any prepaid fees for the unused portion of the subscription term. This subsection states Veristack’s entire liability with respect to intellectual property infringement.

12. Termination

Either party may terminate these Terms in accordance with the terms of the applicable subscription or pilot agreement. Veristack may also terminate or suspend your access to the Service immediately if you breach these Terms or if continued use poses a security risk.

Upon termination, your right to access the Service ceases immediately. However, Veristack will provide a thirty (30) day data export period during which you may request export of your project data, uploaded documents, and generated output in a standard format. Following the data export period, Veristack will delete all remaining client data from the platform within thirty (30) days, unless you request an additional extension in writing or Veristack is required to retain data by law. Account information (name, email, company) may be retained for legal and compliance recordkeeping purposes. Veristack will confirm data deletion in writing upon request. Sections 7, 9, 10, 11, 13, and 14 survive termination.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict of laws provisions. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois.

14. General Provisions

Entire Agreement. These Terms, together with your subscription or pilot agreement and our Privacy Policy, constitute the entire agreement between you and Veristack with respect to the Service. In the event of a conflict between these Terms and a signed subscription or pilot agreement, the signed agreement shall control.

Amendments. Veristack may update these Terms from time to time. If we make material changes, we will provide at least thirty (30) days’ advance notice by posting the updated Terms on our website, updating the effective date, and notifying active subscribers by email. If you do not agree with the revised Terms, you may terminate your subscription before the changes take effect. Your continued use of the Service after the effective date of the revised Terms constitutes acceptance.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver. No failure or delay in exercising any right under these Terms shall constitute a waiver of that right.

Assignment. You may not assign these Terms without Veristack’s prior written consent. Veristack may assign these Terms in connection with a merger, acquisition, or sale of assets.

15. Contact Us

If you have questions about these Terms, please contact us at:

Veristack Technologies Inc.

veristacktech.com

Email: support@veristacktech.com