General Terms & Conditions

1. General - Scope

Thank you for using Verity! These Verity Terms of Service (the “Terms”) govern your access to and use of Verity IQ’s (“Verity,” “us,” “we” or “our”) system (“System”) and services that we may make available on the System from time to time (the “Service”), so please carefully read them before using the System or Service. In order to use the Service and interactive features on the System, you must be first registered with us through your Organization. Regardless of how you decide to use the System and Service, your conduct is governed by these Terms.

2. Your use of the System and Service and Affirmative Representations.

When you use the System and Service, you represent that:

(a) if you are using the System or Service on behalf of an organization, you agree to the Terms for that organization and have the authority to bind that organization to the Terms;

(b) the information you submit is truthful and accurate;

(d) your use of the System and the Service do not violate any applicable law or regulation;

(e) you are at least 18 years of age, have the power to form a contract with Verity IQ and are not barred under any applicable laws from doing so;

(f) you will comply with the rules for on-line conduct and submitting Data (as defined in Section 2 below) to us or posting Data on the System and Service; and

(g) you will comply with all local rules regarding on-line conduct and your Data. The Service may continue to change over time as we refine and add more features to them.

We may stop, suspend, or modify the Service at any time without prior notice to you.

We may also remove any content, materials and Data from our System or Service at our discretion.

3. Rules Governing Interactive Features and Your Data.

Our System and Service provide interactive features and features for communication. Please read our Privacy Policy, available at here to understand your privacy protections. By using our System and our Service you may provide us with information, content, materials, and files (together, your “Data”). When you create or submit your Data to us, you represent and warrant that you:

own or have sufficient rights to post your Data on or through our System and Service;
will not copy, upload, download, or share files unless you have the right to do so;
will not post Data that violates our or any other person’s privacy rights, publicity rights, intellectual property rights (including, without limitation, copyrights) or contract rights;
have fully complied with any third-party licenses relating to your Data, agree to pay all royalties, fees and any other monies owning any person relating to Data that you posted to or through the System or Service;
will not post or submit Data that: (i) is defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, or otherwise objectionable; (ii) incites, encourages or threatens immediate physical harm against another, including but not limited to, Data that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (iii) contains material that solicits personal information from anyone under 13 or exploits anyone in a sexual or violent manner;
will not use our System or Service for any unauthorized purpose including collecting user names and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, our System or Service without our express written consent;
will not post or submit Data that constitutes, contains, installs or attempts to install or promotes spyware, malware or other computer code, whether on our or others’ computers or equipment, designated to enable you or others to gather information about or monitor the on-line or other activities of another party;
will not transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on our System, Service or the networks or services connected to this System and Service, including without limitation, hacking into our System, or using our system to send unsolicited or commercial emails, bulletins, comments or other communications; or
will not impersonate any other person or entity, sell or let others use your profile or password, provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity.

4. Ownership of Your Data.

You retain full ownership to your Data. We do not claim any ownership to any of it. These Terms do not grant us any rights to your Data or intellectual property except for the limited rights that are needed to run the Service, as explained in Section 4 below.

5. Grant of License to Us.

We need a license from you so that we can use your Data on our System, Service or elsewhere. By contributing Data to our System or Service, you grant us a perpetual, non-exclusive (meaning you are free to license your Data to anyone else in addition to us), fully-paid, royalty-free (meaning that we are not required to pay you to use your Data), sub-licensable (so that we can use third party service providers such as hosted service providers to make our System and Service available to you and so we may permit you and others to use interactive features on this System) and worldwide (because the Internet and our System and Service are global in reach) license to use, copy, modify, create derivative works of, publicly perform, publicly display, reproduce and distribute your Data in connection with our System, Service solely so that we can make the System and Service available to you and whomever you want to share your Data with.

6. Your Assignment of Feedback to Us.

While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you. By submitting a comment or feedback to us, you hereby assign and shall to assign to us all of your right, title and interest in and to all such comments and feedback.

7. Use and Protection of Account Number and Password; Account Security.

You, and not Verity IQ, are responsible for maintaining and protecting all of your Data.

Verity IQ will not be liable for any loss or corruption of your Data, or for any costs or expenses associated with backing up or restoring any of your Data.

You are responsible for safeguarding the password that you use to access the System and Service and you agree not to disclose your password to any third party.

You are responsible for any activity using your account, whether or not you authorized that activity.

You should immediately notify Verity IQ of any unauthorized use of your account.

You acknowledge that if you wish to protect your transmission of data or files to Verity IQ, it is your responsibility to use a secure encrypted connection to communicate with the Service.

8. Verity IQ Property Rights.

All of the content on the System and Service, the trademarks, service marks, and logos contained on the System and Service (collectively, the “Materials”), are owned by or licensed to us and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. We reserve all rights not expressly granted in and to this System, Service and the Materials. You agree that you will not circumvent, disable or otherwise interfere with security related features of this System or features that:

(a) prevent or restrict use or copying of any Materials; or

(b) enforce limitations on use of the System, Service or the Materials on the System or Service.

You further agree not to access the System and Service by any means other than through the interface that we provide, unless otherwise specifically authorized by us in a separate written agreement.

These terms do not grant you any right, title, or interest in the System, Service or the content in Materials.

The software and other technology we use to provide the Service and System are protected by the laws of both the United States and foreign countries. These Terms do not grant you any rights to use the Verity IQ trademarks, logos, domain names, or other brand features.

9. Fees and Payment for Purchased Service

9.1 FEES.

Through your Organization, you may use a paid version of the System and Service, which is paid for by your Organization via a Subscription Agreement between Verity IQ and your Organization (the “Purchased Service”), subject to your Organization’s payment of the applicable fees for such Purchased Service (the “Fees”).

9.2 FEES INCREASES.

You acknowledge that Verity IQ may, from time to time, add additional features or functionalities to the System or Service that Verity IQ does not make generally available without payment of additional Fees, and that Your access to and use of such additional features and functionalities may require payment by your Organization of additional Fees (the “Add-On Fees”).

9.3 PAYMENT TERMS AND TAXES.

To use the System or Services, your Organization is required to pay for the Purchased Service and any applicable taxes, as per the Subscription Agreement between Verity IQ and your Organization. Verity IQ may immediately suspend your access to the System or Service until such payment is made.

10. Our Management of the System and Service/User Misconduct.

10.1 OUR SYSTEM MANAGEMENT.

We may, but are not required to:

(a) monitor or review the System and Service (including content) for violations of these Terms and for compliance with our policies;

(b) report to law enforcement authorities and/or take legal action against anyone who violates these Terms;

(c) refuse, restrict access to or the availability of, or remove or disable (to the extent technologically feasible) any Data that may violate these Terms, the law or any of our policies or are excessive in size or burdensome without prior notice to you; or

(d) manage the System in a manner designed to protect our and third parties’ rights and property or to facilitate the proper functioning of the System.

10.2 OUR RIGHT TO TERMINATE USERS.

Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the System or Service to any person for any reason or for no reason at all, including without limitation for breach of any representation, warranty or covenant contained in these Terms, or of any applicable law or regulation.

10.3 RISK OF HARM.

Please note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, including persons who may be acting under false pretenses. Please choose carefully the information you post on this System and that you give to other System users. You are discouraged from publicly posting your full name, telephone numbers, street addresses or other information that identifies you or allows strangers to find you or steal your identity. Despite this prohibition, other people’s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. You assume all risks associated with dealing with other users with whom you come in contact through this System. We expect that you will use caution and common sense when using the System or Service.

11. Sharing Your Data.

The Service provides features that allow you to share your Data with others or to make it public. There are many things that users may do with your Data (for example, copy it, modify it or re-share it). Please consider carefully what you choose to share or make public. Verity IQ has no responsibility for that activity. To learn more about our privacy practices, please see our Privacy Policy here.

12. Copyright.

We will terminate the account and access rights of any infringer in appropriate circumstances. If you are a copyright owner or the legal agent of a copyright owner, and you believe that any Data on the System or Service infringes upon your copyrights, you may submit a notification in writing to support@verityiq.com for immediate review.

13. Other Content.

The System or Service may contain links to third-party webSystem or resources (“Third Party System”). Verity IQ does not own, operate these Third Party Systems, and we do not endorse any Third Party System or any materials, opinions, goods or services available on them. Third party materials that are accessed through or used by means of the Third Party System may also be protected by copyright and other intellectual property laws. We have not reviewed, and cannot review, all of the material, including goods or services, made available through Third Party Systems. We are not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such webSystems or resources.

THESE TERMS DO NOT APPLY TO ANY THIRD PARTY SYSTEMS. BEFORE VISITING A THIRD PARTY SYSTEM VIA THIS SYSTEM OR A LINK LOCATED ON THIS SYSTEM, USERS SHOULD REVIEW THE THIRD PARTY SYSTEM’S TERMS AND CONDITIONS, PRIVACY POLICY AND ALL OTHER SYSTEM DOCUMENTS, AND INFORM THEMSELVES OF THE REGULATIONS, POLICIES AND PRACTICES OF THESE THIRD PARTY SYSTEM.

14. Term, Termination and Survival.

14.1 GENERAL.

These Terms shall remain in full force and effect while you use the System or Service. Though we would much rather you stay, you can stop using our System and Service any time and for any reason. We reserve the right to suspend or end the System or Service at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Service in any way that would cause us legal liability or disrupt others’ use of the Service. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we are unable to do so. Upon termination of your System account for any reason, we will close your account, and (subject to Section 13.3 below) you will no longer be able to retrieve materials contained in the account. The following sections will survive any termination of these Terms: 1-5, 7-17 and 19.

14.2 TERM OF PURCHASED SERVICE SUBSCRIPTIONS.

Subscriptions to our System and Service will renew or terminate as per the terms of the Subscription Agreement between Verity IQ and your Organization. This Agreement will remain in effect until your Organization’s subscription to the Services expires or terminates, or until the Agreement is terminated.

14.3 TRANSITION OF YOUR DATA.

For a certain period following termination or expiration of this Agreement, if it is so specified in the Subscription Agreement between your Organization and Verity IQ, you may retrieve your Data from the Service and Verity IQ will provide you with the same post-termination data retrieval assistance that Verity IQ generally makes available to all its customers. Any additional post-termination assistance from Verity IQ is subject to Subscription Agreement between your Organization and Verity IQ. Following the termination or expiration of this Agreement and/or Subscription Agreement, unless prohibited by applicable laws, Verity IQ may delete or erase any and all of your Data in its discretion. Except as provided in this Section 13.3, Verity IQ shall have no obligation to continue to store or permit you to retrieve any of your Data following termination of this Agreement and/or Subscription Agreement.

14.4 EFFECT OF TERMINATION.

Upon any expiration or termination of this Agreement: (a) Your right to use the Service shall cease, and Verity IQ shall have no further obligation to make the Service available to you; (b) except as otherwise expressly stated herein, all rights and licenses granted to you under this Agreement will immediately cease; (c) except as provided in Section 13.3, Verity IQ will have no obligation with respect to any of your Data.

15. Disputes Between Users.

You are solely responsible for your conduct. You agree that we cannot be liable for any dispute that arises between you and any other user.

16. Disputes with Us, Choice of Law and Forum.

You and we agree to submit to the exclusive jurisdiction of the state and federal courts located in Palm Beach County, Florida. You and we further agree that any disputes shall be resolved under the substantive law of the State of Florida (exclusive of its choice of law provisions). The Convention for the International Sale of Goods shall not apply.

17. Verity IQ is Available “AS-IS”.

THE SERVICES, SYSTEM, SOFTWARE AND ALL DATA, MATERIALS OR ITEMS PROVIDED THROUGH THE SYSTEM AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. BY OPERATING THE SYSTEM AND SERVICES, WE DO NOT REPRESENT OR IMPLY THAT WE ENDORSE ANY DATA OR ANY OTHER MATERIALS OR ITEMS MADE AVAILABLE ON OR LINKED TO BY THE SYSTEM OR SERVICES, OR THAT WE BELIEVE DATA OR ANY OTHER MATERIALS OR ITEMS ARE ACCURATE, USEFUL OR NON-HARMFUL.

WE DO NOT GUARANTEE AND DO NOT PROMISE THAT THE SERVICE MAY BE LAWFULLY VIEWED OR THAT DATA MAY BE DOWNLOADED FROM THE SYSTEM OUTSIDE OF THE UNITED STATES OF AMERICA. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SYSTEM OR SERVICES. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, OBTAINED BY YOU FROM US OR THE SYSTEM OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

YOU AGREE THAT YOUR USE OF THE SYSTEM AND SERVICES ARE AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND EACH OF OUR LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THE SYSTEM OR SERVICES AND YOUR USE THEREOF. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF SYSTEM’ CONTENT, THE CONTENT OF ANY SYSTEM LINKED TO THE SYSTEM CONTRIBUTIONS, INFORMATION, DATA OR ANY OTHER ITEMS OR MATERIALS ON THESE SYSTEM OR LINKED TO BY THESE SYSTEM.

WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, CONTRIBUTIONS, DATA AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SYSTEM OR SERVICES, (C) ANY ILLEGAL OR UNAUTHORIZED ACCESS TO OR USE OF OUR SYSTEM, SERVICES OR SECURE SERVERS AND ALL PERSONAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SYSTEM OR SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SYSTEM OR SERVICES BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTRIBUTIONS, CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT, CONTRIBUTIONS, DATA OR MATERIALS POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SYSTEM OR SERVICE.

18. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VERITY IQ, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT VERITY IQ HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SYSTEM, SERVICES OR DATA, WILL NOT EXCEED THE GREATER OF $20 OR THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO VERITY IQ FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION.

19. Indemnity.

You agree to indemnify and hold us, our subsidiaries, affiliates, and licensors and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the Data you post to the System or Service, your use of the System or Service and/or arising from a breach of these Terms and/or any breach of your representations and warranties set forth above.

20. Modifications.

The Internet and technology are rapidly changing. Accordingly, we may modify these Terms from time to time. If you are a registered user, you will be asked to click to accept the new agreement the next time you log on to the System in order to be able to continue to use the interactive portions of the System and Service. We will also put any revised versions of these Terms on the System with a notice advising of the change. It is therefore important that you regularly check the System for any announcements about revisions and keep your contact information current to ensure you are informed of any changes.

21. Miscellaneous Legal Terms.

21.1 ENTIRE AGREEMENT.

These Terms constitute the entire and exclusive agreement between you and Verity IQ with respect to the System and Service, and supersede and replace any other prior or contemporaneous agreements, terms and conditions applicable to the Service.

21.2 NO THIRD PARTY BENEFICIARIES.

These Terms create no third party beneficiary rights.

21.3 NO WAIVER.

Verity IQ’s failure to enforce a provision is not a waiver of its right to do so later.

21.4 SEVERABILITY.

If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.

21.5 NO ASSIGNMENT.

You may not assign any of your rights in these Terms, and any such attempt is void, but Verity IQ may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Service.

21.6 INDEPENDENT CONTRACTORS.

Verity IQ and you are not legal partners or agents; instead, our relationship is that of independent contractors.

21.7 EXPORT COMPLIANCE.

Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the foregoing: (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; and (b) you shall not permit users to access or use Service in violation of any U.S. export embargo, prohibition or restriction.

21.8 NOTICES.

Any notice or communication required or permitted to be given hereunder must be in writing, signed or authorized by the party giving notice, and may be: (a) delivered by hand, depoSystemd with an overnight courier; (b) sent by confirmed email or confirmed facsimile (except that neither email nor facsimile shall be deemed sufficient for notices of breach, termination, or an indemnifiable claim); or (c) mailed by registered or certified mail, return receipt requested, postage prepaid, to the following:(i) In your case, to the address, mail address and/or facsimile contact information set forth within your Verity IQ account.(ii) In the case of Verity IQ, to Verity IQ, LLC, 980 N Federal Hwy, STE 110, Boca Raton, Florida, 33432, U.S.A. Email: support@verityiq.com.