Terms & Conditions
TERMS OF SERVICE
Thank you for your interest in using our services (as defined below). The Services are provided by Verif-y Inc. or our subsidiaries or other affiliates (“Verif-y”). These Terms of Service (these “Terms”) establish the terms and conditions that apply to you when you use the Services. These Terms are important and affect your legal rights, so please read them carefully.
The “Services” collectively refer to any and all services provided by Verif-y, including Verif-y’s Identity Verification (“IDV”), Credential Repository and Credential Provider (including the ordering, processing, and delivery of student records via the Internet or otherwise), and Credential and Employment Verification and Sharing (“C&EV”) Platform in addition to web-based and mobile applications, and any other online services offered by Verif-y, its affiliates, or subsidiaries, as each may be updated or otherwise modified from time to time, and all intellectual property contained therein. The Services may include integration with blockchain technology that provide you with a digital identity, verified employment and educational credentials and the ability to share such credentials, as well as enables you to authenticate your identity for other purposes including without limitation, compliance screening services (e.g. know your customer, know your business, accredited investor, source of funds, etc.) via validating user-submitted identification, financial, and other relevant documents.
In addition to the Services we provide directly to you, we may also serve as a service provider for a variety of educational institutions and/or governmental entities (“Institutions”). These Institutions have entered into separate written agreements with Verif-y governing those services provided by Verif-y. This Agreement does not alter in any way the terms and conditions of any other agreement your Institution may have with Verif-y.
Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new products, services, tools or properties directed at you or visitors of the Services, shall be subject to these Terms. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.
Note that Section 14 of these Terms contains a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes. You can opt-out of this agreement to arbitrate by contacting email@example.com within 30 days of first accepting these Terms and stating that you (include your first and last name) decline this arbitration agreement.
Note that the Services are not a guarantee against identity theft or online identity fraud and are not a substitute for online security software.
These Terms do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, services or otherwise. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to be responsible to us if you or such entity violates these Terms.
The Services are not targeted toward or intended for use by anyone under the age of 18. By using the Services, you represent and warrant that you (a) are 18 years of age or older, (b) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, (c) do not have more than one Verif-y account, and (d) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party.
2. Registration and Account
You may need a Verif-y account in order to use Verif-y’s Services. To create an account, you will need to create a user name and password. By using any of our Services where access to educational records will be necessary, you represent that you are eligible to do so under the Family Education Rights and Privacy Act (“FERPA”). You also agree to provide true, accurate, current and complete information about yourself as prompted by the applicable registration form and maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Verif-y has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Verif-y has the right to suspend or terminate your account and refuse any and all current or future use of all or any of the Services. You are responsible and liable for any use of the Platform and/or Services through your account, whether authorized or unauthorized. You are responsible for maintaining the confidentiality of your login credentials and account information. You agree that you will exit from your Verif-y account at the end of each session. Failure to exit your account can enable the next user of the computer to access and modify information in your account. You are fully responsible for any and all activities that occur under your password and account. If you learn of any unauthorized use of your password or Verif-y account, please reset your password on your Verif-y account. Verif-y will not be liable for any loss or damage arising from your failure to comply with this section. You also agree to immediately notify Verif-y at firstname.lastname@example.org of any unauthorized use of your account or any other breach of security that you become aware of. You represent and warrant that you own the content you submit in your account and that submitting or transmitting your content to or through the Services and use of the Services will not violate the rights of any third party, including intellectual property, privacy or publicity rights. Verif-y is under no obligation to review or screen your or other users’ content.
By creating a Verif-y account, you consent to receive electronic communications from Verif-y by email or by posting notices to Services. These communications may include notices about your account and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. We may also send you promotional communications via email, including, but not limited to, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein. Where Verif-y requires that you provide an e-mail address, you are responsible for providing Verif-y with your most current e-mail address. In the event that the last e-mail address you provided to Verif-y is not valid, or for any reason is not capable of delivering to you any notice required/permitted by this Agreement, Verif-y’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
4. License to Access and Use of Our Services and Content.
Verif-y retains all right, title, and interest in and to the Services, including without limitation all software used to provide the Services, all graphics, user interfaces, logos, copyrights, patents and trademarks reproduced through the Services, all content and other materials contained therein, including, without limitation, all designs, text, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Content”).
You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable license to access and use the Services and Content. However, such license is subject to these Terms. You may only use the Services in compliance with all laws, including without limitation FERPA, privacy laws, intellectual property laws and export and re-export control laws and regulations. You agree that you are solely responsible for your conduct, while accessing or using the Services. You agree not to misuse the Services. Misuse of the Services includes without limitation doing any of the following: (i) act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content, (ii) create a false identity, (iii) violate any applicable local, state, national or international law, (iv) harass, abuse or harm another person, (v) act in an unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable manner, (vi) disclose information that you do not have the right to disclose (such as confidential information of others), (vii) violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights or other proprietary rights, (viii) copy, modify or create derivative works of the Content and/or Services or any related technology, (ix) reverse engineering, decompiling, disassembling, deciphering or otherwise attempt to derive the source code for the Services or any related technology, or any part thereof, (x) uploading anything that contains software viruses, worms, or any other harmful code, (xi) manipulating identifiers in order to disguise the origin of any message or post transmitted through the Services, (xii) create or operate a pyramid scheme, fraud or other similar practice, (xiii) accessing the Content and/or Services in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Content and/or Services, or to copy any ideas, features, functions or graphics of the Content and/or Services, (xiv) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” the Content and/or Services or any related data or information, (xv) override any security feature of the Content and/or Services, (xvi) interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms), (xvii) access the Services by any means other than through the interface that is provided by Verif-y for use in accessing the Services, (xviii) interfere with or disrupt the Content and/or Services, (xix) sell, resell or use commercially the Services or Content, (xx) distribute, publicly perform or publicly display any Content, and/or (xxi) use the Services or Content other than for their intended purposes. Any use of the Services, or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Verif-y or any third party, whether by estoppel, implication or otherwise. This license is revocable at any time. Notwithstanding anything to the contrary in these Terms, the Services and Content may include software components provided by Verif-y or a third party that are subject to separate license terms, in which case those license terms will govern such software components. The limited license granted herein does not grant you any intellectual property license or rights in or to the Services or any of its components except as provided in these terms. Verif-y reserves all rights not granted in these terms.
“Verif-y Inc.,” the Verif-y logo and any other Verif-y product or service names, logos or slogans that may appear on the Services are trademarks of Verif-y and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Verif-y Inc.” or any other name, trademark or product or service name of Verif-y without our prior written permission. In addition, the look and feel of the Services, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Verif-y and may not be copied, imitated or used, in whole or in part, without our prior written permission. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Verif-y.
6. Your Content and Intellectual Property Rights
You are solely responsible for the content and other materials you post on or through the Services or transmit to or share with other users or recipients (collectively “User Generated Content”). You retain ownership of any intellectual property rights that you hold in your User Content.
Any academic transcripts or other credentials or other data provided by educational institutions, governmental entities or other third parties (collectively, “Credentials”, and together with User Generated Contents, collectively referred to as “User Content”) are the sole responsible of the providers of such Credentials (“Credential Providers”). Verif-y shall have no responsibility or liability for the accuracy of data uploaded to the Platform and/or Services that are provided by Credential Providers. When we obtain Credentials from Credential Providers, we rely on their lawful authority to provide us with such Credentials so that we can provide you with Services on behalf of such Credential Providers. Credential Providers are solely responsible for obtaining all required consents and authorizations from the relevant individuals and for satisfying all obligations or rights under applicable laws including FERPA and privacy laws.
You hereby consent to Verif-y’s access, use and processing of your User Content solely for the purpose of providing the Services.
You hereby grant and will grant to Verif-y a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicenseable, perpetual, irrevocable license to copy, display, transmit, distribute, store, modify and otherwise use your User Content in connection with the operation of the Services in any form, medium or technology now known or later developed. By electing to share User Content with third parties, you grant those users a non-exclusive license to access and use that User Content solely as permitted by the functionality of the Services you elect to utilize. You further acknowledge and agree that Verif-y will not be responsible for the actions of other users or third parties that make use of the User Content you share with them via the Services.
Verif-y is not responsible for performing, and is not liable for any failure to perform, any back-up of any User Content provided, processed, or stored in or through the Services. You or Credential Providers are solely responsible for your User Content and you are solely responsible for the consequences of sharing User Content with Verif-y or other users. By posting or publishing User Content, you affirm, represent, and warrant that: (A) you are the creator and owner of the User Content; and (B) your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person or organization; or (iii) cause Verif-y to violate any law or regulation.
You acknowledge that Verif-y may, but is not required to, pre-screen User Content posted on the Platform or transmitted through the Services and is not obligated or responsible to verify the accuracy, reliability, timeliness or appropriateness of such User Content. Without limiting the foregoing, you also agree that Verif-y may remove, edit, block, and/or monitor User Content at any time for any reason, including activity which, in its sole judgment violates these terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive, illegal, or otherwise objectionable; or violates the rights of, or harms or threatens the safety of users of the Services. You acknowledge and agree that Verif-y may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce these terms; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Verif-y, its users and the public. You understand that the technical processing and transmission of the Services, including your content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
You recognize and agree that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Services, you assume such risks. Verif-y offers no representation, warranty, or guarantee that User Content will not be exposed or disclosed through errors or the actions of third parties. Verif-y may use, reproduce, sell, publicize, or otherwise exploit “Aggregate Data” in any way, in its sole discretion. (“Aggregate Data” refers to User Content with the following removed: personal identifiable information, names and addresses).
You understand and acknowledge that among the Services we perform are financial screening services including without limitation, know your customer services, know your business, accredited investor, and source of funds. We are hired by a third-party to collect you User Data for such financial screening service. When you submit your User Data for such financial screening purposes you hereby consent to Verif-y disclosing any portion of your User Data submitted for such purposes, as permitted by applicable laws and regulations, to the third party who has hired us to perform such financial screening services and their representatives.
8. Payment Obligations
For certain Services, Verif-y uses a third-party payment vendor to process payments. Our third-party payment vendor accepts payments through various credit cards, as detailed on the applicable payment screen. Any credit card information that is entered into any Verif-y websites is not retained by Verif-y, but is passed through to a secure third-party payment processor with whom Verif-y contracts with in order to process payments. To the extent that you access external websites for the purpose of payment processing that may be accessible through or link off of the Verif-y websites, those entities may have their own terms and conditions, privacy policies, data collection, and use and disclosure practices. You acknowledge and agree that Verif-y is not responsible or liable, directly or indirectly, for the availability of such external websites or resources and does not endorse, and is not responsible for, any content, advertising, products, services or other materials on or available through such websites or resources. Verif-y has a NO REFUND policy. All transactions are final.
9. Third-Party Content
We may display content from third parties through the Services (collectively, “Third-Party Content”). We do not control, endorse or adopt any Third-Party Content, and we make no representations or warranties of any kind regarding such Third-Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third-Party Content are solely between you and such third parties, and that Verif-y is not responsible or liable in any manner for such interactions or Third-Party Content.
Comments, suggestions or materials sent or transmitted to Verif-y (collectively “Feedback”), shall be deemed to be non-confidential and the sole property of Verif-y. Verif-y shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Verif-y, and our respective past, present and future employees, officers, directors, contractors, consultants, equityholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Verif-y Parties”), from and against all actual or alleged Verif-y Party or third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Content and/or Services, (b) User Content posted to or transmitted through the Services or publicly distributed on the internet, (c) any Feedback you provide, (d) your violation of these Terms, (e) your violation of the rights of another, and/or (f) your violation of any applicable law or regulation . You agree to promptly notify Verif-y of any third-party Claims and cooperate with the Verif-y Parties in defending such Claims. You further agree that the Verif-y Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any written agreement between you and Verif-y.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VERIF-Y EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. VERIF-Y DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
VERIF-Y MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
VERIF-Y MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES OR GUARANTEES IN CONNECTION WITH THE SERVICES OR ANY MATERIALS, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SERVICES, INCLUDING WITHOUT LIMITITATION ANY USER CONTENT OR ANY OTHER CONTENT PROVIDED BY ANY PERSON OR ENTITY.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND YOUR RELIANCE UPON ANY OF THE CONTENT IS AT YOUR SOLE RISK.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR EQUIPMENT OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES. VERIF-Y IS NOT RESPONSIBLE AND WILL HAVE NO LIABILITY FOR: (I) HARDWARE, SOFTWARE, OTHER ITEMS OR ANY CONTENT, SERVICES OR PRODUCTS PROVIDED BY ANY PERSONS OR ENTITIES OTHER THAN VERIF-Y, (II) DAMAGES OF ANY KIND THAT RESULT FROM THE DOWNLOADING OF ANY DATA, PROGRAMS OR ANY OTHER MATERIALS ON THE PLATFORM OR THROUGH THE SERVICES, OR (III) THE FAILURES OF THE INTERNET OR ANY DATA OR TELECOMMUNICATIONS EQUIPMENT, SYSTEM OR NETWORK USED IN CONNECTION WITH THE PLATFORM OR THE SERVICES.
VERIF-Y MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL VERIF-Y BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD-PARTY SERVICES OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE SERVICE THAT GIVES RISE TO ANY CLAIM.
13. Limitation of Liability; Release
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERIF-Y OR ANY OF THE OTHER VERIF-Y PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, LOSS OF GOODWILL, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE SERVICES OR CONTENT OR USER CONTENT, THE USE OF ANY SERVICE OR OTHERWISE RELATED TO THESE TERMS, OUR PLATFORM OR THE SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM VERIF-Y, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO VERIF-Y’S RECORDS, OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF VERIF-Y ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICES AND CONTENT FROM US EXCEED THE AMOUNT YOU PAID TO VERIF-Y IN THE TWELEVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY OR, IF YOU HAVE NOT PAID, $100.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTIAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICATIONS ALSO LIMIT DICLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THIS LIMITATION MAY NOT APPLY TO PERSONAL INJURY CLAIMS.
14. Dispute Resolution; Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH VERIF-Y AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
14.1 Binding Arbitration
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or related to Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Verif-y agree (a) to waive your and Verif-y’s respective rights to have any and all Disputes arising from or related to these Terms, or the Content or Services, resolved in a court, and (b) to waive your and Verif-y’s respective rights to a jury trial. Instead, you and Verif-y agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court). YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND VERIF-Y ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THESE DISPUTE RESOLUTION TERMS WILL APPLY TO YOU AND VERIF-Y UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO SECTION 14.9 BELOW. Whether to agree to arbitration is an important business decision. It is your decision to make, and you should not rely solely on the information provided in these Terms as it is not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including, but not limited to, an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision.
14.2 No Class Arbitrations, Class Actions or Representative Actions
You and Verif-y agree that any Dispute arising out of or related to these Terms or the Content or Services is personal to you and Verif-y and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Verif-y agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Verif-y agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
14.3 Federal Arbitration Act
You and Verif-y agree that these Terms affect interstate commerce and that the enforceability of this Section 14 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
14.4 Notice; Informal Dispute Resolution
You and Verif-y agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Verif-y shall be sent by certified mail or courier to Verif-y, Inc. Attn: Legal, 3401 Market St. Suite 200. Philadelphia, PA 19104. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Verif-y account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with Section 3 and will include (a) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that we are seeking. If you and Verif-y cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Verif-y may, as appropriate and in accordance with this Section 14, commence an arbitration proceeding or, to the extent specifically provided for in Section 14.1, file a claim in court.
You and Verif-y agree that any Dispute must be commenced or filed by you or Verif-y within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and Verif-y will no longer have the right to assert such claim regarding the Dispute). You and Verif-y agree that (a) any arbitration will occur in the State of Pennsylvania, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA, and (c) that the state or federal courts of the State of Pennsylvania and the United States, respectively, sitting in the State of Pennsylvania, county of Philadelphia, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
14.6 Authority of Arbitrator
As limited by the FAA, these Terms and the applicable AAA Rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
14.7 Rules of AAA
The AAA Rules and filing forms are available online at https://www.adr.org/, by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the AAA Rules, or (b) waive your opportunity to read the AAA Rules and any claim that the AAA Rules are unfair or should not apply for any reason.
If any term, clause or provision of this Section 14 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable. Further, the waivers set forth in Section 14.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
14.9 Opt-Out Right
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 14 by writing to: email@example.com. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 15.
15. Governing Law and Venue
These Terms, your access to and use of the Services shall be governed by and construed and enforced in accordance with the laws of the State of Pennsylvania, without regard to conflict of law rules or principles (whether of the State of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Pennsylvania and the United States, respectively, sitting in the State of Pennsylvania, Philadelphia County, and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.
16. Protected Activity Not Prohibited
Nothing in these Terms will in any way limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission (“Government Agencies”).
Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Services, at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
Except for the limited license grated to you which shall terminate upon the expiration or termination of these terms and the termination of your Verif-y account, all other terms herein will survive the expiration or termination of these Terms and the termination of your Verif-y account.
These Terms constitute the entire agreement between you and Verif-y relating to your access to and use of the Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Verif-y. Verif-y’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.