This Virca Subscription Agreement (the "Agreement") is between Whatap Global Inc., a Delaware corporation ("WhaTap," "we," "us"), and the organization that accepts it ("Customer" or "you"). You accept this Agreement by clicking to accept it, by signing an Order Form that references it, by creating a Virca account, or by installing the Virca Worker on any Server. If you accept on behalf of an organization, you represent that you are authorized to bind it. If you do not accept this Agreement, do not create an account or install the Worker.
The Service is offered only to businesses located in the United States, for business purposes. You represent that you are not acquiring the Service as a consumer.
1. Definitions
"Action" means a command set the Worker runs on a Server by executing an ActionBook.
"ActionBook" means a procedure, written in the Service's ActionBook language, that calls one or more Functions in a defined order.
"Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.
"AI Client" means any AI application, model, or agent that you connect to the Service, including through the Service's Model Context Protocol ("MCP") interface.
"Approval Configuration" means the settings you choose in the Service that determine which Actions run without a further approval, which wait for an approval, and which are refused, including your workspace approval mode, the ActionBooks you bind to rules, and the Severity assigned to each Function.
"Authorized User" means an employee or contractor of Customer or its Affiliates whom Customer allows to use the Service under Customer's account.
"Customer Data" means data that the Worker collects from your Servers, or that you or your Authorized Users submit to the Service, including telemetry, logs, database query text, configuration, the ActionBooks and Customer Functions you create, and the records of Actions. Customer Data excludes Usage Data.
"Customer Function" means a Function written or edited by you or on your behalf.
"Documentation" means the user documentation WhaTap makes available for the Service, as updated from time to time.
"Early Access Service" means a feature of the Service that WhaTap identifies as early access, preview, or beta, while it is so identified.
"Function" means a named, typed wrapper around a single command that an ActionBook may call, including Builtin Functions supplied by WhaTap and Customer Functions.
"List Price" means the price for the Service that WhaTap publishes on its website or shows at online checkout, as changed under Section 6.6.
"Order Form" means an ordering document or online checkout, accepted by both parties, that specifies the Service, its fees, and the Subscription Term.
"Server" means a server, virtual machine, or other computing environment on which the Worker is installed.
"Service" means the Virca hosted service, the Worker, and the Documentation.
"Severity" means the grade (normal, warning, or critical) declared for a Function, which the Service uses with your Approval Configuration to decide whether an Action runs, waits, or is refused.
"Subscription Term" means the period stated in an Order Form (one month for a subscription purchased through online checkout, unless the checkout states otherwise), including renewals.
"Supplemental Terms" means the Virca Terms for AI Features and Automated Actions, the Virca Acceptable Use Policy, the Virca Data Processing Addendum, and any service level agreement or support policy that an Order Form expressly includes.
"Usage Data" means data about the operation and use of the Service (for example, feature usage, Worker version, error rates, and Server counts), which does not include the content of Customer Data.
"Worker" means the Virca Worker software that WhaTap makes available for installation on Servers, including updates.
2. The Service
2.1 Access. Subject to this Agreement, WhaTap grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business operations, within the scope of any Order Form and the Documentation.
2.2 Worker license. WhaTap grants you a non-exclusive, non-transferable, non-sublicensable license to install and run the Worker, in object code form, on Servers that you own or are authorized to operate, solely to use the Service. The Worker is proprietary software of WhaTap and its licensors. Open-source components included in the Worker are licensed under their own licenses, which govern those components.
2.3 Worker updates. The Worker may update itself from WhaTap's distribution endpoint. You are responsible for keeping the Worker on a version WhaTap supports. WhaTap is not responsible for any failure that results from running an unsupported Worker version.
2.4 Affiliates. Your Affiliates may use the Service under your account, and you are responsible for their compliance with this Agreement.
2.5 Changes to the Service. WhaTap may modify, add, or remove features of the Service at any time. For a paid Service, WhaTap will not materially reduce its core functionality during a Subscription Term, and will give at least 30 days' notice before removing a material feature, except where a change is needed for security or legal reasons.
2.6 Third-party services. The Service can connect to services you choose, such as team chat (for example, Slack or Microsoft Teams), identity providers, and AI Clients ("Third-Party Services"). Your use of a Third-Party Service is governed by your agreement with its provider. WhaTap does not control and is not responsible for Third-Party Services, including their availability, security, or handling of data. By enabling a connection, you instruct WhaTap to exchange Customer Data with that Third-Party Service as needed for the connection to work.
3. Servers, Actions, and Approvals
3.1 Nature of the Worker. You acknowledge that the Worker is designed to collect data from, and to run Actions on, the Servers where you install it; that it is installed with administrative privileges and, on Linux Servers, runs as root by default, or as another user you choose, and that some Functions may need root privileges; and that Actions it runs can change, stop, or delete processes, services, files, and other resources on those Servers. You alone decide whether to install the Worker, on which Servers, and which Actions may run there.
3.2 Your control of Actions. Actions run only as ActionBooks that call Functions, and as permitted by your Approval Configuration and the Severity rules described in the Documentation. You choose your Approval Configuration. The Virca Terms for AI Features and Automated Actions describe how Actions are authorized and how responsibility for them is allocated, and they form part of this Agreement.
3.3 Approvals are your instructions. An approval given through the Service or through a connected team-chat channel, the binding of an ActionBook to a rule, and a request made through the Service or its MCP interface using credentials issued under your account, are each your instruction to WhaTap to run the corresponding Action, and WhaTap is entitled to treat them as authorized.
4. Your Responsibilities
4.1 Account and credentials. You are responsible for your Authorized Users and for all activity under your account, including activity using your account credentials, workspace access keys, and tokens issued to AI Clients. You will keep them confidential and notify WhaTap promptly at ask@virca.ai if you become aware of unauthorized use.
4.2 Lawful collection. You are responsible for Customer Data, for configuring the Worker's collection (including log, database, and AI-traffic collection), and for having all rights, notices, and consents needed for WhaTap to process Customer Data under this Agreement.
4.3 Prohibited Data. Unless WhaTap agrees otherwise in writing, you will not send to the Service: protected health information under HIPAA; payment card data subject to PCI DSS; government identification numbers; sensitive personal information as defined in the California Consumer Privacy Act or similar U.S. state laws; personal information of children; or technical data controlled under ITAR or requiring an export license (together, "Prohibited Data"). WhaTap has no obligations or liability with respect to Prohibited Data.
4.4 Restrictions. You will not, and will not permit anyone to: (a) resell, sublicense, or provide the Service to third parties, or use it as a service bureau, except as an Order Form allows; (b) reverse engineer, decompile, or disassemble the Service or the Worker, except to the extent applicable law expressly permits despite this restriction; (c) access the Service to build a competing product or copy its features; (d) circumvent usage limits or security controls; (e) use the Service in breach of the Acceptable Use Policy; or (f) install the Worker on, or run Actions against, any system you do not own or are not authorized to operate.
4.5 Your environment and safeguards. You are responsible for your Servers, networks, and systems, including their security, backups, change control, and recovery procedures. You will test ActionBooks outside production before allowing them to run in production, and will maintain the independent monitoring, alerting, and incident-response procedures you need. The Service does not replace the judgment of your engineers and must not be your only safeguard against failure, data loss, or a security incident.
5. Early Access Services
5.1 Scope. WhaTap may identify a feature of the Service as early access, preview, or beta in the Service, the Documentation, or an Order Form. This Section 5 applies to that feature only while it is so identified, and does not change the terms that apply to the rest of the Service.
5.2 Fees for Early Access Services. Early Access Services are subject to Section 6. WhaTap will introduce a separate fee for an Early Access Service only by giving you at least 30 days' written notice. That fee applies only to use after the effective date stated in the notice, never retroactively, and only if you continue using that Early Access Service after that date.
5.3 As-is basis. EARLY ACCESS SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." They are not generally available, may contain errors, and may be interrupted, degraded, changed, suspended, or discontinued at any time without notice or liability. There is no uptime commitment, service credit, or support commitment for Early Access Services, and WhaTap's warranty in Section 12.1 and indemnity in Section 13.1 do not apply to them.
5.4 What still applies. Sections 8 (Customer Data), 9 (Security), 10 (Confidentiality), the Data Processing Addendum, and the training commitment in the Virca Terms for AI Features and Automated Actions apply to Early Access Services.
6. Fees and Payment
This Section applies to subscriptions purchased through online checkout and to Order Forms.
6.1 Fees. Fees under this Agreement accrue from December 1, 2026. Unless an Order Form states a different fee, you will pay the List Price, which is US$20 per Server per month. Fees accrue for each Server while the Worker is installed on it, and are prorated for a Server on which the Worker is installed for only part of a month, as measured by the Service. A signed Order Form, including a design-partner agreement, may set different fees, quantities, or billing terms, including that no fee applies; where it does, it controls for the Service it covers. Unless an Order Form states otherwise, fees are in U.S. dollars and are billed monthly in arrears, and any fixed subscription fees stated in an Order Form are billed in advance. Fees are non-cancelable and non-refundable except as this Agreement expressly provides. Until WhaTap makes online payment available, WhaTap will invoice fees monthly, and you will pay each invoice as described in Section 6.2.
6.2 Payment. Invoiced fees are due within 30 days of the invoice date. If you pay by card or another stored payment method, you authorize WhaTap and its payment processor to charge it when fees are due.
6.3 Disputes. You may dispute an invoice or charge in good faith by notice within 15 days of its date, stating your reasons. Undisputed amounts remain payable.
6.4 Late payment. Undisputed amounts not paid when due may accrue interest at 1% per month or the maximum rate permitted by law, whichever is lower. You will reimburse WhaTap's reasonable costs of collecting overdue amounts.
6.5 Taxes. Fees exclude taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes, other than taxes on WhaTap's net income. If you are required to withhold tax, you will increase the payment so that WhaTap receives the full amount invoiced.
6.6 Price changes. WhaTap may change the List Price by giving you at least 30 days' notice, and the change applies only from its effective date. For a Subscription Term longer than one month, WhaTap will notify you of any renewal price increase at least 45 days before the end of the current Subscription Term.
6.7 AI usage. Your fees for the Service include use of AI Features (as defined in the Virca Terms for AI Features and Automated Actions). WhaTap may publish in the Documentation, or state in your Order Form, a limit on the use of AI Features that is included in your fees (the "Included Launch Allowance"). Until WhaTap publishes an Included Launch Allowance, or your Order Form states one, all use of AI Features is included in your fees. WhaTap may publish or change the Included Launch Allowance, or introduce fees for use of AI Features ("AI Usage Fees"), only by giving you at least 30 days' written notice. The Included Launch Allowance, any change to it, and AI Usage Fees apply only to use after the effective date stated in the notice, never retroactively. If you do not accept them, you may terminate this Agreement or the affected Order Form by notice before that date, and if you do so during a Subscription Term longer than one month, WhaTap will refund prepaid fees for the unused remainder of that term.
7. Term and Termination
7.1 Term. This Agreement continues until all Subscription Terms have ended and your account is closed, or until it is terminated under this Section 7. If you have no Order Form in effect, you may end this Agreement at any time by closing your account and uninstalling the Worker from your Servers; fees then stop accruing, as provided in Section 6.1.
7.2 Renewal. Unless your Order Form says otherwise, each Subscription Term renews automatically for a period equal to the expiring term, unless either party gives notice of non-renewal at least 30 days before the end of the term (or, for monthly terms, before the end of the month). You may give notice of non-renewal to ask@virca.ai.
7.3 Termination for cause. Either party may terminate this Agreement or the affected Order Form by notice if the other party materially breaches this Agreement and does not cure the breach within 30 days of notice. WhaTap may terminate immediately by notice if you breach Section 4.3, 4.4, or 17.
7.4 Early Access termination. Either party may end your use of an Early Access Service at any time, for any reason, with no notice period and no liability for doing so. Ending an Early Access Service does not end this Agreement or your use of the rest of the Service.
7.5 Effect of termination. When this Agreement or an Order Form ends: (a) your right to use the affected Service ends; (b) you will uninstall the Worker from your Servers; (c) if you terminated for WhaTap's uncured breach, WhaTap will refund prepaid fees for the unused remainder of the Subscription Term; and (d) in all other cases, fees for the remainder of the Subscription Term become due and are not refundable.
7.6 Data after termination. For 30 days after termination, WhaTap will, on your request, provide a copy of Customer Data that remains in the Service, in the format in which it is stored. After that period WhaTap has no obligation to keep Customer Data. WhaTap will delete Customer Data on your request, and otherwise as described in the Data Processing Addendum and the Privacy Policy, except where the law requires WhaTap to keep it.
7.7 Survival. Sections 3.3, 4.3, 5.3, 6 (for amounts owed), 7.5–7.7, 8.2–8.3, 10, 11, 12.3, 13, 14, 17, and 20, and the Supplemental Terms to the extent they relate to those Sections, survive termination.
8. Customer Data and Usage Data
8.1 Ownership. As between the parties, you own Customer Data. WhaTap owns the Service, the Worker, Builtin Functions and ActionBooks supplied by WhaTap, Usage Data, and all improvements to the Service.
8.2 License to WhaTap. You grant WhaTap, its Affiliates, and its subprocessors a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, and display Customer Data as needed to provide, secure, maintain, and support the Service, to prevent or address technical or security problems, and as required by law.
8.3 Usage Data and aggregated data. WhaTap may collect and use Usage Data to operate, secure, support, and improve the Service. WhaTap may also create and use aggregated, de-identified data derived from Customer Data that does not identify you, your Authorized Users, or any individual, to improve the Service and to create statistics. WhaTap does not use Customer Data to train or fine-tune AI models, and will not start without your prior written consent, as provided in the Virca Terms for AI Features and Automated Actions.
8.4 Your ActionBooks and Functions. ActionBooks and Customer Functions that you create remain in your workspace, and WhaTap will not make them available to other customers.
9. Security and Data Protection
9.1 Security. WhaTap will use reasonable administrative, technical, and physical safeguards designed to protect Customer Data. No security measure is perfect, and WhaTap does not warrant that the Service or Customer Data will be free from unauthorized access, loss, or disruption.
9.2 Data Processing Addendum. The Virca Data Processing Addendum applies automatically to WhaTap's processing of personal information within Customer Data.
9.3 Security testing. You will not perform penetration tests, vulnerability scans, load tests, or other security testing against the Service without WhaTap's prior written consent. Testing of your own Servers does not require consent.
10. Confidentiality
10.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. Non-public information about the Service, its security, and pricing, and the terms of any Order Form, are WhaTap's Confidential Information. Confidential Information excludes information that is or becomes public without breach, was known to the recipient without restriction, is independently developed, or is rightfully received from a third party without restriction.
10.2 Obligations. The recipient will use Confidential Information only to perform or exercise its rights under this Agreement, will protect it with at least reasonable care, and will disclose it only to its and its Affiliates' employees, contractors, subprocessors, and advisers who need to know it and are bound by confidentiality obligations at least as protective.
10.3 Compelled disclosure. The recipient may disclose Confidential Information if required by law, after giving the discloser prompt notice where legally permitted.
11. Intellectual Property and Feedback
11.1 Reservation of rights. Except for the rights expressly granted in this Agreement, each party retains all rights in its intellectual property. No rights are granted by implication.
11.2 Feedback. WhaTap may use any suggestions or feedback you provide about the Service without restriction or obligation to you.
12. Warranties and Disclaimers
12.1 Paid Service warranty. For paid Services, WhaTap warrants that during the Subscription Term the Service will perform materially in accordance with the Documentation. If it does not, and you notify WhaTap within 30 days of discovering the non-conformity, WhaTap will use commercially reasonable efforts to correct it. If WhaTap does not do so within 30 days of your notice, either party may terminate the affected Order Form, and WhaTap will refund prepaid fees for the unused remainder of the Subscription Term. This is your sole and exclusive remedy for breach of this warranty.
12.2 Mutual warranties. Each party warrants that it has authority to enter into this Agreement.
12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 12.1, THE SERVICE, THE WORKER, AI OUTPUT, AND ALL ACTIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WHATAP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND SECURITY. WHATAP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VULNERABILITIES; THAT IT WILL DETECT EVERY CONDITION OR FAILURE IN YOUR ENVIRONMENT; THAT ANY ACTION WILL RESOLVE A PROBLEM OR ACHIEVE A PARTICULAR RESULT; OR THAT AN ACTION WILL NOT HAVE UNINTENDED EFFECTS ON YOUR SYSTEMS, DATA, OR SERVICES.
13. Indemnification
13.1 By WhaTap. For paid Services, WhaTap will defend you against any third-party claim alleging that the Service, as provided by WhaTap and used in accordance with this Agreement, infringes that third party's U.S. patent, copyright, or trademark or misappropriates its trade secret, and will pay damages and costs finally awarded against you or agreed in settlement by WhaTap. WhaTap has no obligation for claims arising from Customer Data, Customer Functions, ActionBooks you create, AI Clients, Third-Party Services, AI output, combinations with items not supplied by WhaTap, modifications not made by WhaTap, an unsupported Worker version, or use in breach of this Agreement. If the Service is or is likely to become subject to such a claim, WhaTap may procure the right for you to continue using it, modify it to be non-infringing, or terminate the affected Order Form and refund prepaid fees for the unused remainder of the Subscription Term.
13.2 By Customer. You will defend WhaTap and its Affiliates against any third-party claim arising from: (a) Customer Data or Customer Functions, including a claim that they infringe a third party's rights or were collected in violation of law; (b) your use of the Service in breach of this Agreement, the Acceptable Use Policy, or applicable law, including Actions run against systems you were not authorized to operate; (c) Actions run as permitted by your Approval Configuration, and requests made under your account or with credentials issued under it; or (d) your Servers, networks, and infrastructure; and you will pay all damages, fines, and costs finally awarded or agreed in settlement. Clause (c) does not cover a claim to the extent it arises from an Action for which WhaTap is responsible under Section 12.2 of the Virca Terms for AI Features and Automated Actions.
13.3 Procedure. The indemnified party will give prompt notice of the claim (a delay relieves the indemnifying party only to the extent it is prejudiced), give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle a claim in a way that imposes an obligation or admission on the indemnified party without its consent.
13.4 Exclusive remedy. This Section 13 states each party's entire liability and exclusive remedy for the third-party claims it describes.
14. Limitation of Liability
14.1 Excluded damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND EVEN IF ADVISED OF THEIR POSSIBILITY. WHATAP WILL NOT BE LIABLE FOR ANY LOSS ARISING FROM YOUR INABILITY TO USE THE SERVICE, INCLUDING AS A RESULT OF ANY SUSPENSION OR TERMINATION PERMITTED BY THIS AGREEMENT.
14.2 Cap — paid Services. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WHATAP'S OBLIGATIONS UNDER SECTION 13.1, WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO WHATAP FOR THE SERVICE GIVING RISE TO THE LIABILITY IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.
14.3 Cap — Early Access Services. WHATAP'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO EARLY ACCESS SERVICES WILL NOT EXCEED ONE THOUSAND U.S. DOLLARS (US$1,000).
14.4 Excluded Claims. "Excluded Claims" means (a) your obligations under Section 13.2; (b) your payment obligations; (c) your breach of Section 4.3, 4.4, or the Acceptable Use Policy; (d) a party's fraud, willful misconduct, or gross negligence; and (e) any liability that cannot be limited or excluded under applicable law.
14.5 Allocation of risk. These limitations apply to all claims, whether in contract, tort (including negligence), or otherwise, reflect an agreed allocation of risk, and apply even if a limited remedy fails of its essential purpose.
15. Suspension
WhaTap may suspend your or any Authorized User's access to all or part of the Service, immediately and without liability, if WhaTap reasonably believes that (a) your use poses a security or operational risk to the Service, to WhaTap, or to others; (b) you have breached Section 4.3, 4.4, or 17 or the Acceptable Use Policy; (c) suspension is required by law; or (d) undisputed fees are more than 10 days overdue after WhaTap's notice. WhaTap will give notice promptly, and will restore access once the cause is resolved.
16. Publicity
Neither party will name the other publicly, or use its name or logo, without the other's prior written consent.
17. Compliance
17.1 Export and sanctions. Each party will comply with U.S. export control and sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, and that you are not, and are not owned 50% or more by, a person on a U.S. government restricted-party list. You will not use the Service, or permit it to be used, in violation of those laws, including for the benefit of persons located in Russia or Belarus. WhaTap may suspend or terminate the Service immediately and without liability to the extent needed to comply with those laws.
17.2 Anti-corruption. Each party will comply with applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act.
18. Changes to This Agreement
WhaTap may update this Agreement or the Supplemental Terms by posting a new version and notifying you by email or through the Service at least 15 days before the update takes effect. Your continued use of the Service after that date is acceptance of the update. For a paid Service with a fixed Subscription Term, an update that is materially adverse to you takes effect at the start of your next renewal term unless you accept it earlier. An update required by law may take effect sooner. The Virca Terms for AI Features and Automated Actions limit what an update may change about the use of your data.
19. Notices
WhaTap may give you notices by email to the address associated with your account or stated in an Order Form, or through the Service; keep your contact details current. Notices to WhaTap must be sent to ask@virca.ai. Notices of breach, termination, or an indemnifiable claim must also be sent by courier to Whatap Global Inc., 8 The Green, Ste A, Dover, DE 19901, USA, Attention: Legal. Notices are effective on receipt.
20. General
20.1 Governing law. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20.2 Disputes and arbitration. Before starting formal proceedings, the parties will try to resolve any dispute by escalating it in writing and negotiating in good faith for 30 days. If that does not resolve it, the dispute will be settled by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules (or its Comprehensive Arbitration Rules where JAMS requires them for the amount in dispute), seated in San Francisco, California, and judgment on the award may be entered in any court of competent jurisdiction. Each party waives any right to a jury trial and to bring or take part in a class, collective, or representative action. Either party may seek emergency injunctive relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.
20.3 Time limit for claims. Any claim arising out of or relating to this Agreement must be brought within one year after it arises, or it is permanently barred, except where applicable law does not permit this limitation.
20.4 Assignment. You may not assign this Agreement without WhaTap's prior written consent. WhaTap may assign it without consent to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its relevant business or assets. Any other attempted assignment is void.
20.5 Force majeure. Neither party is liable for a failure or delay (other than a payment obligation) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor actions, government action, cyberattacks, and failures of the internet, utilities, or third-party hosting or cloud providers.
20.6 Entire agreement and precedence. This Agreement, the Supplemental Terms, and any Order Form are the entire agreement between the parties on their subject matter and supersede all prior discussions. Marketing materials, website content, and statements about future features are not part of this Agreement. If documents conflict, the following order applies: (a) the Order Form, for terms it expressly overrides; (b) the Data Processing Addendum, for the processing of personal information; (c) the Virca Terms for AI Features and Automated Actions, for AI features and Actions; (d) this Agreement; and (e) the other Supplemental Terms. Terms on any purchase order or similar document have no effect.
20.7 Independent parties; no third-party beneficiaries. The parties are independent contractors. This Agreement creates no partnership, agency, or employment relationship and gives no rights to anyone other than the parties.
20.8 Waiver and severability. A failure to enforce a provision is not a waiver. If a provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest of this Agreement will remain in effect.
20.9 Subcontractors. WhaTap may use subcontractors, including its Affiliates and the subprocessors listed at virca.ai/subprocessors, and remains responsible for their performance under this Agreement.
20.10 U.S. Government users. The Service is a commercial product, and any use by the U.S. Government is subject to the rights set out in this Agreement.
20.11 Electronic acceptance. This Agreement may be accepted electronically, and electronic acceptance is binding.
