OrgWiki Terms of Use

Last updated October 23, 2015.




These terms, together with the Business Agreement with your Organization, govern your use of our website www.theorgwiki.com and its services (“Services”). By using the Services, you agree to these terms.


  1. Services. The Services include providing an organization directory development platform to your organization or legal entity (“Organization” or “Customer”), receiving and storing information from you (“Your Information”), and displaying your organization’s directory and Your Information accordingly.
  2. Eligibility. The users include those who have authority to manage and administer your Organization’s account (“Administrative Users”), and all other users of the Organization’s account (“Basic Users”). Administrative Users and Basic Users are collectively referred to as “Users” or “End Users”. When we say “you,” we mean an individual user.  
  3. Users.You and your Organization are responsible for making sure that your use of the Services are legal where you use them. Subject to your compliance with these terms and the law, you may access and use the Services. You may only use the Services if you are (a) over 18 years old, (b) allowed by law to enter into a binding contract, and (c) authorized by your Organization to use the Services.
  4. Privacy.
    1. Your Information. Through the use of the Services, we may receive personal information from you, which may include without limitation your employee ID (or other similar indicator), name, picture, job title, start date, tenure, contact information including telephone, mobile phone and email address, reporting line information, skills, responsibilities, and message(s) to other users. The Services are completely automated, and we do not check or review and are not responsible for such personal information.
    2. Use of Your Information. We only use Your Information for the Services.  
    3. Our Access to Your Information. We will not access or disclose Your Information or your use of the Services except as reasonably necessary to perform the Services; required by law (such as when we receive a valid subpoena or search warrant); or when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public. Actions reasonably necessary to perform the Services may include (but are not limited to) (a) responding to support requests; (b) detecting, preventing, or otherwise addressing fraud, security, unlawful, or technical issues; and (c) enforcing these terms.  
    4. Storage of Your Information. The Organization and its Administrative Users are responsible for properly authorizing its personnel to access the Organization’s account and Your Information we store, and preventing unauthorized access.  
    5. Maintaining Your Information. You and your Organization are solely responsible for maintaining and/or updating Your Information, and we have no obligation to do that.
    6. Removing Your Information. Your Organization and Administrative Users are responsible for removing Your Information from our data storage systems, e.g., when the Organization stops using the Services. We have no obligation to back-up or retain Your Information after your Organization stops using the Services.
    7. Transfer of Your Information. You should understand that Your Information may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”) and specifically in the United States. It may also be processed by persons operating outside the EEA who work for us or for one of our third party providers. Such persons maybe engaged in, among other things, the provision of certain Services which support our Website and allow us to provide the Services to you. By submitting your personal information, you consent and agree to this transfer, storing or processing. We take reasonable steps to ensure that Your Information is treated securely and in accordance with our privacy policy (https://www.veeva.com/privacy-policy).
  5. Intellectual Property.
    1. We (and our licensors) remain the sole owner of all right, title, and interest in the Services and the software and technology for providing the Services. We reserve all rights not granted under these terms.
    2. We do not claim any rights to Your Information.
    3. We require certain licenses from you to Your Information in order to provide you the Services. You and your Organization grant us a non-exclusive, worldwide, royalty-free, sub-licensable, and transferrable license to use and reproduce Your Information as needed to provide the Services. This license is only for the purpose of operating or improving the Services.
    4. You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferrable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
  6. Organization’s Account. Your Organization and its Users are responsible for all activity that occurs via the Organization’s account.
  7. Misuse. You must not misuse the Services. For example, you must not:
    1. copy, modify, host, stream, sublicense, or resell the Services;
    2. enable or allow others to use the Services using your email account;
    3. access or attempt to access the Services by any means other than the interface we provided or authorized;
    4. circumvent any access or use restrictions put into place to prevent certain uses of the Services;
    5. engage in behavior that violates anyone’s intellectual property right which may include copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights;
    6. upload information that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, pornographic, invasive of another’s privacy, or hateful;
    7. attempt to disable, impair, or destroy the Services;
    8. disrupt, interfere with, or inhibit any other user from using the Services;
    9. violate applicable law;
    10. conduct security, integrity, penetration, vulnerability or similar testing on the software for the Services;
    11. use any software tool designed to automatically emulate the actions of a human user (such tools commonly referred to as robots) in conjunction with the software for the Services; or
    12. attempt to access information of our other customers.
  8. Your Warranty. By using the Services, your organization and you agree that you have all necessary rights, consents, authorization and licenses to grant the permission to us to receive, store and process Your Information in the United States, including engaging third party providers of hosting co-location and computing infrastructure related services for portions of the Services.
  9. Disclaimers of Warranties.
    1. Unless stated explicitly otherwise, the Services are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We further disclaim any warranty that (a) the Services will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services will be effective, accurate, or reliable; (c) the quality of the Services will meet your expectations; or that (d) any errors or defects in the Services will be corrected.
    2. We specifically disclaim any liability for any actions resulting from your use of the Services. You may use and access the Services at your own discretion and risk, and you and your Organization are solely responsible for any damage that results from the use and access of any Services.
  10. Limitation of Liability.
    1. Unless stated explicitly otherwise, we are not liable to you, your Organization or anyone else for: (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; and (b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages).
    2. Unless stated explicitly otherwise in the Business agreement, our total liability in any matter arising out of or related to these terms is limited to providing the Services again upon your request.
  11. Termination.
    1. Termination by your Organization. Unless stated explicitly otherwise in the Business agreement, your Organization may stop using the Services at any time.
    2. Termination by Us. Unless stated explicitly otherwise in the Business agreement, we may stop providing the Services at any time, with or without cause. We may at any time ask the Administrative Users to terminate your access to the Services if you breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms).
    3. Upon termination of these terms, our disclaimers of warranties, our limitation of liability, and the dispute resolution provision stated in these terms will survive.
  12. Governing Law and Dispute Resolution.
    1. Governing Law. These terms shall be interpreted and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions.
    2. Dispute Resolution. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you or we must resolve any claims relating to these terms, or the Services through final and binding arbitration in the State of California before a sole impartial arbitrator. The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association, and shall be governed by the Federal Arbitration Act, 9 U.S. Code 1 et seq.
  13. Modification. We may modify these terms or any additional terms that apply to the Services, for example, reflect changes to the law or changes to our Services. You should look at the terms on this website regularly. By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised terms. 
  14. Entire Agreement. These terms constitute the entire agreement between you and us regarding your use of the Services.
  15. Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
  16. No Waiver.Our failure to enforce or exercise any of these terms is not a waiver of that section.

Veeva OrgWiki Business Agreement

Posted: Oct 23, 2015




This Veeva OrgWiki Business Agreement (the "Agreement") is between Veeva Systems Inc., a Delaware corporation ("Veeva") and the organization agreeing to these terms ("Customer"). This Agreement governs access to and use of the Veeva OrgWiki client software and services (together, “Veeva OrgWiki”), as well as those Beta Services that are made available to you (together, with Veeva OrgWiki, the "Services"). By clicking "I Agree," signing your contract for the Services or using the Services, you agree to this Agreement as a Customer. If you are agreeing to this Agreement for use of the Services by an organization, you are agreeing to this Agreement on behalf of that organization. You must have the authority to bind that organization to this Agreement, otherwise you must not sign up for the Services.

  1. Services.
    1. Provision of Services. Customer and users of Customer's Services account ("End Users") may access and use the Services in accordance with this Agreement.
    2. Facilities and Data Processing. Veeva will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and processing of Customer Data. Customer agrees that Veeva may transfer, store, and process Customer Data in locations other than Customer's country. Veeva will provide standard contractual clauses for data processors for Customers who wish to sign them. "Customer Data" means Stored Data and Account Data. "Stored Data" means the information relating to End Users that may be uploaded to the Services by End Users or Customer, which may include, without limitation, employee IDs (or other similar indicator), name, picture, job title, start date, tenure, contact information (including telephone, mobile phone and email address), reporting line information, skills, responsibilities, message(s) to other users of the Services, and other files. "Account Data" means the account information related to the administration of Customer’s account for the Services and may include contact information of administrators or other End Users responsible for Customer’s account of the Services.
    3. Data privacy. The use of information collected by Veeva shall be limited to the purpose of providing the Services. Veeva will not sell Customer and Account Data or other personal information to third parties. Veeva will share Customer and Account Data with third parties only in the following ways: to companies or their Web sites (such as Veeva’s Customer Service Portal provider) that provide services to Veeva for business activities such as customer support or billing and that are authorized to use Customer and Account Data only as necessary to provide these services; as required by law such as to comply with a subpoena, or similar legal process; when Veeva believes in good faith that disclosure is necessary to protect Veeva’s rights, protect End User’s safety, investigate fraud, or respond to a government request; if Veeva is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or a prominent notice on our Web site of any change in ownership or uses of Customer or Account Data, as well as any choices the End User may have regarding his or her personal information; and to any other third party with the End User’s prior consent to do so. Veeva Systems will retain Customer and Account Data for as long that Customer’s account is active or as needed to provide services, and as necessary to comply with our legal obligations, resolve disputes, enforce our agreements, or as otherwise reasonably necessary for our business purposes.
    4. Modifications to the Services. Veeva may update and change the functionality of the Services from time to time and may update or change the functionality available in different commercial offerings, packages, bundles or groupings of functionality associated with the Services.
    5. Software. Some Services allow Customer to download Veeva software which may update automatically or mobile applications. Customer may use the software and mobile applications only to access the Services and subject to these terms. If any component of the software is offered under an open source license, Veeva will make the license available to Customer and the provisions of that license may expressly override some of the terms of this Agreement.
    6. Beta Services. Veeva may provide features or products that we are still testing and evaluating. These product and features are identified as alpha, beta, preview, early access, or evaluation (or words or phrases with similar meanings) (collectively, “Beta Services”). Notwithstanding anything to the contrary in this Agreement, the following terms apply to all Beta Services: (a) you may use or decline to use any Beta Services; (b) Beta Services may not be supported and may be changed at any time without notice to you; (c) Beta Services may not be as reliable or available as Veeva OrgWiki; (d) Beta Services have not been subjected to the same security measures and auditing to which Veeva OrgWiki has been subjected; and (e) VEEVA WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES—USE AT YOUR OWN RISK.
  2. Customer Obligations.
    1. Compliance. Customer is responsible for use of the Services by its End Users. Customer will obtain from End Users any permission necessary according to applicable data protection laws requiring either opt-in or opt-out consent in order to allow Administrators to engage in the activities described in this Agreement and to allow Veeva to provide the Services. Customer will comply with laws and regulations applicable to Customer's use of the Services, if any.
    2. Customer Administration of the Services. Customer may specify End Users as "Administrators" through the administrative console. Administrators may have the ability to access, disclose, restrict or remove Customer Data in or from Services accounts. Administrators may also have the ability to monitor, restrict, or terminate access to Services accounts. Veeva's responsibilities do not extend to the internal management or administration of the Services. Customer is responsible for: (i) maintaining the confidentiality of passwords and Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrators' use of the Services complies with this Agreement.
    3. Unauthorized Use & Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. The Services are not intended for End Users under the age of 18. Customer will ensure that it does not allow any person under 18 to use the Services. Customer will promptly notify Veeva of any unauthorized use of or access to the Services.
    4. Restricted Uses. Unless any of the following restrictions are prohibited by law, Customer will not (i) use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury; (ii) reverse engineer the Services, nor attempt nor assist anyone else to do so; (iii) copy, modify, host, stream, sublicense, or resell the Services; (iv) access or attempt to access the Services by any means other than the interface we provided or authorized; (v) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (vi) engage in behavior that violates anyone’s intellectual property right which may include copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights; (vii) upload information that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, pornographic, invasive of another’s privacy, or hateful; (viii) attempt to disable, impair, or destroy the Services; (ix) disrupt, interfere with, or inhibit any other user from using the Services; (x) violate applicable law; (xi) conduct security, integrity, penetration, vulnerability or similar testing on the software for the Services; (xii) use any software tool designed to automatically emulate the actions of a human user (such tools commonly referred to as robots) in conjunction with the software for the Services; or (xiii) attempt to access information of our other customers.
    5. Third Party Requests.
      1. "Third Party Request" means a request from a third party for records relating to an End User's use of the Services including information in or from an End User or Customer's Services account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure.
      2. Customer is responsible for responding to Third Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third Party Requests and will contact Veeva only if it cannot obtain such information despite diligent efforts.
      3. Veeva will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify Customer of Veeva's receipt of a Third Party Request; (B) comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (C) provide Customer with information or tools required for Customer to respond to the Third Party Request (if Customer is otherwise unable to obtain the information). If Customer fails to promptly respond to any Third Party Request, then Veeva may, but will not be obligated to do so.
  3. Third-Party Services. If Customer uses any third-party service (e.g., a service that uses a Veeva API) with the Services, (a) Veeva will not be responsible for any act or omission of the third party, including the third party's access to or use of Customer Data and (b) Veeva does not warrant or support any service provided by the third party.
  4. Suspension
    1. Of End User Accounts by Veeva. If an End User (i) violates this Agreement or (ii) uses the Services in a manner that Veeva reasonably believes will cause it liability, then Veeva may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then Veeva may do so.
    2. Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then Veeva may automatically suspend use of the Services. Veeva will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. "Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to provide the Services and (ii) unauthorized third-party access to the Services.
  5. Intellectual Property Rights.
    1. Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant (i) Veeva any Intellectual Property Rights in Customer Data or (ii) Customer any Intellectual Property Rights in the Services or Veeva trademarks and brand features. "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
    2. Limited Permission. Customer grants Veeva only the limited rights that are reasonably necessary for Veeva to offer the Services (e.g., hosting Stored Data). This permission also extends to our affiliates and trusted third parties Veeva works with to offer the Services (e.g., payment provider used to process payment of fees).
    3. Suggestions. Veeva may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions Customer or End Users send Veeva or post in Veeva's forums without any obligation to Customer.
    4. Customer List. Veeva may include Customer's name in a list of Veeva customers on the Veeva website or in promotional materials.
    5. Transaction Data. Veeva is authorized to collect data related to use, performance, and transactions carried out via the Services so long as such data does not include personally identifiable information that can be associated to any End User. Veeva shall retain all right, title and interest in such data.
  6. Fees & Payment.
    1. Fees. Customer will pay, and authorizes Veeva to charge using Customer's selected payment method, for all applicable fees associated with the Services selected by Customer. Fees non-refundable except as required by law. Customer is responsible for providing complete and accurate billing and contact information to Veeva. Veeva may suspend or terminate the Services if fees are past due.
    2. Usage Limitations. Customer’s use of the Services is subject to Customer’s compliance with the usage limitations selected by Customer when ordering the Services or as otherwise reflected in Customer’s order form or invoice for the Services. Should Customer exceed such usage limits, Customer will be charged for such over usage at Veeva’s then-current contracted rate.
    3. Auto Renewals and Trials. IF CUSTOMER'S ACCOUNT IS SET TO AUTO RENEWAL OR IS IN A TRIAL PERIOD, VEEVA MAY AUTOMATICALLY CHARGE AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS CUSTOMER NOTIFIES VEEVA THAT CUSTOMER WANTS TO CANCEL OR DISABLE AUTO RENEWAL. Veeva may revise Service rates by providing Customer at least 30 days notice (by, for example, sending an email to the email address associated with the applicable account) prior to the next charge.
    4. Taxes. Customer is responsible for all taxes associated with the sale or use of the Services. Veeva will charge tax when required to do so. If Customer is required by law to withhold any taxes, Customer must provide Veeva with an official tax receipt or other appropriate documentation.
    5. Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer (i) must provide the purchase order number at the time of purchase and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void.
  7. Term & Termination.
    1. Term. This Agreement will remain in effect until Customer's subscription to the Services expires or terminates, or until the Agreement is terminated.
    2. Termination for Breach. Either Veeva or Customer may terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
    3. Effects of Termination. If this Agreement terminates or expires: (i) the rights granted by Veeva to Customer will cease immediately; (ii) Veeva has no obligation to retain Customer Data or return Customer Data to Customer after termination or expiration of the Agreement; Customer is solely responsible for removing Customer Data from the Services within ten (10) days of termination or expiration of the Agreement. The following sections will survive expiration or termination of this Agreement: 2(e) (Third Party Requests), 5 (Intellectual Property Rights), 6 (Fees & Payment), 7(c) (Effects of Termination), 8 (Indemnification), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Disputes), and 12 (Miscellaneous).
  8. Indemnification.
    1. By Customer. Customer will indemnify, defend, and hold harmless Veeva from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against Veeva and its affiliates regarding: (i) Customer Data; (ii) Customer's use of the Services in violation of this Agreement; or (iii) End Users' use of the Services in violation of this Agreement.
    2. By Veeva. Veeva will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against Customer to the extent based on an allegation that Veeva's technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will Veeva have any obligations or liability under this section arising from: (i) use of any Services in a modified form or in combination with materials (including third party software or websites) not furnished by Veeva and (ii) any content, information, or data provided by Customer, End Users, or other third parties.
    3. Possible Infringement. If Veeva believes the Services infringe or may be alleged to infringe a third party's Intellectual Property Rights, then Veeva may: (i) obtain the right for Customer, at Veeva's expense, to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If Veeva does not believe the options described in this section are commercially reasonable then Veeva may suspend or terminate Customer's use of the affected Services (with a pro-rata refund fees for the Services for any of prepaid periods after the date of termination).
    4. General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE VEEVA AND CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
  9. Disclaimers. THE SERVICES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CUSTOMER NOR VEEVA AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY STORED DATA.
  10. Limitation of Liability.
    1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR VEEVA OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR VEEVA AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
    2. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, VEEVA'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $100,000 OR THE AMOUNT PAID BY CUSTOMER TO VEEVA HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
  11. Disputes.
    1. Informal Resolution. Veeva wants to address your concerns without resorting to a formal legal case. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in section 12(e). If a dispute is not resolved within 30 days of notice, Customer or Veeva may bring a formal proceeding.
    2. Agreement to Arbitrate. Customer and Veeva agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco (CA), or any other location both parties agree to in writing.
    3. Exception to Agreement to Arbitrate. Either party may bring a lawsuit in the federal or state courts of San Francisco County, California solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and Veeva consent to venue and personal jurisdiction there.
    4. NO CLASS ACTIONS. Customer may only resolve disputes with Veeva on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
  12. Miscellaneous.
    1. Terms Modification. Veeva may revise this Agreement from time to time and the most current version will always be posted on Veeva OrgWiki website. If a revision, in Veeva's sole discretion, is material, Veeva will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to Veeva's terms page, and Customer is responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within 30 days of receiving notice of the change.
    2. Entire Agreement. This Agreement, including Customer's order form (if applicable) and invoices (if applicable), constitutes the entire agreement between Customer and Veeva with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the order form, the invoice, the Agreement.
    3. Governing Law. THE AGREEMENT WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
    4. Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
    5. Notice. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Veeva must be sent to Veeva Systems Inc., Attention: Legal Notice, 4280 Hacienda Drive, Pleasanton, CA 94588.
    6. Waiver. A waiver of any default is not a waiver of any subsequent default.
    7. Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Veeva. Veeva may not assign this Agreement without providing notice to Customer, except Veeva may assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
    8. No Agency. Veeva and Customer are not legal partners or agents, but are independent contractors.
    9. Force Majeure. Except for payment obligations, neither Veeva nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
    10. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer's End Users are not third-party beneficiaries to Customer's rights under this Agreement.
    11. System Requirements. Customer is solely responsible for providing all computing infrastructure necessary for its End Users to access and use the Services. Use of the Services is subject to minimum system requirements, which include access to Okta or Google Authentication.
    12. Export Restrictions. The export and re-export of Customer Data via the Services may be controlled by the United States Export Administration Regulations or other applicable export restrictions or embargo. The Services may not be used in Cuba, Iran, North Korea, Sudan, or Syria or any country that is subject to an embargo by the United States and Customer must not use the Services in violation of any export restriction or embargo by the United States or any other applicable jurisdiction. In addition, Customer must ensure that the Services are not provided to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.