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.
- Provision of Services. Customer and users of Customer's Services account ("End
Users") may access and use the Services in accordance with this Agreement.
- 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.
- 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
- 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.
- 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.
- 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.
- Customer Obligations.
- 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.
- 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.
- 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
- 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.
- Third Party Requests.
- "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.
- 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.
- 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.
- 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.
- 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.
- 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.
- Intellectual Property Rights.
- 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.
- 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).
- 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 List. Veeva may include Customer's name in a list of Veeva customers on the
Veeva website or in promotional materials.
- 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
- Fees & Payment.
- 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
- 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.
- 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.
- 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.
- 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
- Term & Termination.
- Term. This Agreement will remain in effect until Customer's subscription to the
Services expires or terminates, or until the Agreement is terminated.
- 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.
- 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).
- 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.
- 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.
- 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).
- 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.
- 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.
- Limitation of Liability.
- 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.
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- 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.
- Governing Law. THE AGREEMENT WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS
CONFLICTS OF LAWS PRINCIPLES.
- 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.
- 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.
- Waiver. A waiver of any default is not a waiver of any subsequent default.
- 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.
- No Agency. Veeva and Customer are not legal partners or agents, but are independent
- 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).
- 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.
- 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.
- 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.