EFFECTIVE DATE: 4/12/2017
THESE TERMS AND CONDITIONS (THE “AGREEMENT”) ARE A LEGAL CONTRACT BETWEEN YOU AND THE CORPORATION AND GOVERN YOUR USE OF THE SERVICES AND CONTENT AT VERB.NET, GOVERB.COM, AND ANY RELATED APPLICATIONS OWNED BY VERB, INC. (“VERB.NET”). ALL SERVICES, APPLICATIONS, SOFTWARE, DOCUMENTS, VIDEOS, IMAGES OR OTHER MATERIALS OR INFORMATION THAT YOU OBTAIN OR ACCESS THROUGH VERB.NET SHALL HEREAFTER BE REFERRED TO AS THE “SITE MATERIALS”. VERB.NET AND THE SITE MATERIALS SHALL COLLECTIVELY BE HEREINAFTER REFERRED TO AS THE “SITE.” BY USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS, YOU MAY NOT USE THE SITE.
NOTE: THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
In order to use the Site, you must be (a) 18 years or older, or (b) be between 13 and 18 years old (a “Minor”) and have your parent’s or legal guardian’s consent to all of the terms of this Agreement. If you are the parent or legal guardian of a Minor, you hereby agree to be bound by all of the terms of this Agreement on behalf of the Minor. If you are not at least 13 years old, you may not use the Site at any time or in any manner or submit any information to the Site.
If you are using the Site and/or the platform services provided through the Site, you hereby agree to abide by the rules, policies and procedures herein as a “Participant”.
GRANT OF RIGHT TO USE THE SITE
All right, title and interest in and to the Site are owned either by the Corporation or their third party authors, developers, vendors or licensors. Except as otherwise expressly provided by the Corporation, you may not copy, reproduce, republish, download, upload, post, display, transmit or distribute the Site (in whole or in part). Any rights not expressly granted in this Agreement are reserved.
The Corporation hereby grant you permission to use the Site and to download, view, copy and print the Site Materials for the sole purpose of participating in the activities hosted on the Site. This permission terminates automatically without notice upon your breach of any term or condition of this Agreement or any other agreement with the Corporation.
Except for the foregoing license, you have no other rights in the Site and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site in any manner.
REGISTRATION REQUIRED FOR CERTAIN PORTIONS OF THE SITE
In order to access password-restricted areas of the Site, such as areas restricted to Participants, you must register for a password-protected account in accordance with instructions posted on the Site. Registration requires the submission of certain information, such as a login name and email address, and also allows you to submit optional information, such as your educational or professional credentials or, if you are a Participant, information about your project, videos, pitch book, and the like. The Corporation may, in its sole discretion, approve or reject any request for registration.
You are solely responsible for maintaining the confidentiality of the password that you use to access the Site, including any password from a third party site (such as Facebook) through which you access the Site, and you are responsible for all activities that occur using your password. You agree not to share your password, let others access or use your password or do anything else that might jeopardize the security of your password. You agree to notify the Corporation if your password is lost or stolen, if you are aware of any unauthorized use of your password or if you know of any other breach of security in relation to the Site.
You are solely responsible for the accuracy, completeness, and timeliness of information, data, documents, messages, and any other content or materials that you provide (including, without limitation, that which you post or publish on any user forum) (collectively, “Your Content”). Although the Site may include software that checks your spelling or internal consistency of names, addresses and the like, the Corporation shall bear no responsibility or liability for Your Content being misspelled, inconsistent, incorrect, inaccurate, incomplete, or entered in an untimely fashion.
Please review the Verb Data Policy (the “Data Policy”) which explains how we use information that you submit to the Corporation. Please review the Verb Cookies Policy (the “Cookies Policy”) which provides information about cookies used by Verb.
The Site may contain links to websites that are controlled by third parties and access to certain third-party services, which may include, without limitation, social networking or blogging platforms (each, a “Third Party Service”). For instance, the Site may include social media tools through which you may, among other things, manage access and content and post content on social network platforms (such as Facebook and Twitter) or access information on social media sites. You hereby grant the Corporation all required permissions to access such sites and provide this functionality. Links to Third Party Services are provided to you as a convenience, and we are not affiliated with or responsible for the content, action or performance of any linked website or Third Party Service and you use such websites or services at your own risk.
Unless otherwise explicitly stated herein or in the Data Policy, you agree that Your Content is provided on a non-proprietary and non-confidential basis.
Subject to the provisions of the Data Policy with respect to your personal information, you grant the Corporation a worldwide, royalty-free, nonexclusive, sublicenseable, transferable, perpetual license to use, store, reproduce, modify, delete in its entirety, adapt (including adaptation to any requirements or limitations of any network or device), perform, publish, translate, create derivative works from, license (including the right to sublicense through multiple tiers), distribute and display Your Content and/or incorporate Your Content throughout the world in any media without compensation to you, for the purpose of enabling your use of the Site.
You agree that you either: (i) own the rights to Your Content and the right to grant all of the rights and licenses in this Agreement; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to grant all of the rights and licenses in this Agreement. You are solely liable for any damage resulting from your failure to obtain the necessary permission or from any other harm resulting from Your Content. If you become aware that Your Content includes any material for which you lack the unrestricted right to grant the rights set forth above, you agree to promptly notify the Corporation by providing a detailed written notice to email@example.com.
Nothing contained in this Agreement is intended to, nor shall it, prohibit us from complying with any governmental, court and law enforcement request or requirement relating to your use of the Site or information provided to or gathered by us with respect to such use.
The Corporation may, but has no obligation to, remove, edit, block, and/or monitor Your Content that we determine in our sole discretion violates this Agreement or is otherwise unacceptable.
You shall not use, nor permit any third party to use, the Site to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following types of content or communications:
- content that is illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, or is otherwise determined, in our sole discretion, to be offensive, inappropriate or objectionable (including, without limitation, content that exploits children or minors, depicts cruelty to animals or encourages “flaming” others);
- content that violates any law, statute, ordinance, or regulation (collectively, “Laws”) (including, but not limited to, Laws governing export control, consumer protection, unfair competition, antidiscrimination, false advertising, privacy rights and intellectual property rights);
impersonation of someone else or falsely representing your identity or qualifications;
- content that consists of unsolicited or unauthorized advertising, investment opportunities, solicitations, chain letters, pyramid schemes, or other commercial communications, except any commercial communications that have been expressly authorized in writing by the Corporation;
- content that consists of, contains or directs to viruses, trojan horses, worms or other disruptive or harmful software or data. Use of any robot, spider, scraper or other automated means to access the Site is hereby expressly prohibited;
- content that is or may be damaging to the Corporation’s public image, goodwill or reputation; or
content that otherwise violates this Agreement.
The Corporation reserves the right to post changes to this Agreement at any time, and any such changes will be applicable to all subsequent access to or use of the Site. Additionally, the Corporation may make changes to the Site at any time. Your continued use of the Site indicates your agreement to the changes.
You may terminate your account and/or stop using the Site at any time. The Corporation may, in its sole discretion, terminate or suspend your access to all or part of the Site at any time for any reason, including, without limitation, violation of this Agreement and/or if it reasonably suspects that you have violated this Agreement or the law.
The Site and all of its contents as a whole and in part are protected by copyright, trademark, service mark, trade name and other intellectual property protections, and are owned or controlled by the Corporation, its affiliates and licensors.
Except for the limited license granted in these Terms of Service, the Corporation and their licensors retain all right, title and interest in the Site and all proprietary rights in the Site, including, without limitation, copyrights, patents, trademarks and trade secret rights. All rights not expressly granted herein are reserved.
INTELLECTUAL PROPERTY INFRINGEMENT
SUBMITTING A DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) TAKEDOWN NOTICE
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Corporation’s designated agent (as identified below) the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that you claim is infringing and its location on the Site;
- Your address, telephone number, and email address;
- A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
CORPORATION’S AGENT NAME AND CONTACT DETAILS (“AGENT”):
Chief Operating Officer
2201 E. Sixth Street
The Corporation may, at its discretion, terminate service and/or access to the Site for users who engage in actual or apparent copyright infringement.
SUBMITTING A DMCA COUNTER-NOTIFICATION
If you believe you are the wrongful subject of a DMCA notification, you may provide the Agent with a counter-notification in writing that includes all of the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;
- Your name, address, telephone number, and email address; and
- A statement that you consent to the jurisdiction of a court for the judicial district in which your address is located, or if your physical address is outside of the United States, for any judicial district in which the Corporation may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
You agree that, in the event the Corporation receives a written demand, such as a cease and desist letter (“Demand”) alleging that any content of a Site user (including Your Content) (“User Material”) infringes upon, dilutes, tarnishes or otherwise violates trademark rights, the Corporation may, in its sole discretion, remove or disable access to such User Material until we receive either:
Written confirmation from the party sending such Demand that the Demand is withdrawn or has been resolved, or
Evidence that, in the Corporation’s sole discretion, sufficiently rebuts the allegations contained in such Demand. In order for the Corporation to accept such rebuttal, you expressly acknowledge and agree that such rebuttal shall include:
The information set forth above in this Section 12 for a valid Counter-Notice for DMCA purposes, except that such information shall relate to a trademark and not copyrighted material; and
- An express, irrevocable and binding obligation pursuant to which you shall indemnify, defend and hold the Corporation harmless from any damages, costs, or expenses that we may incur in connection with the disputed User Material and/or the Corporation’s restoration thereof.
You acknowledge and agree that:
- The Corporation is not under any obligation to restore access to any User Material even if you provide a rebuttal;
You expressly waive and disclaim any claim or potential claim against the Corporation related to or arising out of our removal of or disabling of access to any User Material in response to a Demand; and
- The procedures of the DMCA apply only to copyrighted materials and expressly exclude any other form of intellectual property rights, including any rights in trademarks, service marks and/or trade names and that the foregoing process is intended only to provide a convenient mechanism for addressing such disputes and does not, and shall not be construed, as imposing upon the Corporation any of the obligations imposed under the DMCA, including, without limitation, with regard to response times.
DISCLAIMER OF WARRANTIES
THE SITE IS PROVIDED “AS IS” AND ITS USE IS ENTIRELY AT YOUR OWN RISK.
THE CORPORATION, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS AND SUPPLIERS (COLLECTIVELY,”AFFILIATED PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY (i) THAT THE SITE IS FIT FOR A PARTICULAR PURPOSE, (ii) OF TITLE, (iii) OF MERCHANTABILITY (iv) REGARDING DATA LOSS, (v) REGARDING NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, (vi) REGARDING THE ACCURACY, RELIABILITY, TIMELINESS OR QUALITY OF CONTENT IN OR LINKED TO THE SITE, (vii) THAT THE SITE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR RISK OF THEFT OR DESTRUCTION, (viii) REGARDING ANY ASPECT OF THIRD PARTY TELECOMMUNICATIONS SERVICES, WHICH MAY RESULT IN YOUR INABILITY TO ACCESS OR USE THE SITE OR WHICH MAY COMPROMISE YOUR PERSONAL INFORMATION, OR (ix) THAT ACCESS TO THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION.
THE DISCLAIMERS SET FORTH IN THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
LIMITATION OF LIABILITY; INDEMNITY
IN NO EVENT SHALL THE CORPORATION OR ANY OF ITS AFFILIATED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSSES, COSTS, FEES, PENALTIES OR DAMAGES (EACH OF THE FOREGOING, “DAMAGES”), INCLUDING, WITHOUT LIMITATION, DAMAGES (i) RELATING TO FAILURES OF TELECOMMUNICATIONS OR ELECTRONIC COMMUNICATIONS (INCLUDING THE INTERNET), (ii) RELATING TO DATA CORRUPTION, COMPROMISED SECURITY OF DATA, LOSS OR THEFT OF DATA, VIRUSES OR SPYWARE, (iii) FOR OR RELATING TO LOSS OF BUSINESS, LOST REVENUE, LOST PROFITS OR LOST INVESTMENT, (iv) THAT YOU INCUR AS A RESULT OF UNAUTHORIZED USE OF YOUR ACCOUNT, EITHER WITH OR WITHOUT YOUR KNOWLEDGE, OR (v) RELATING TO THE DOWNLOADING OF ANY SITE MATERIALS, INCLUDING, WITHOUT LIMITATION, ANY SITE MATERIALS POSTED BY A THIRD PARTY.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE.
THE ABOVE LIMITATIONS APPLY EVEN IF THE CORPORATION AND THEIR AFFILIATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF THE CORPORATION OR ANY OF ITS AFFILIATED PARTIES EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. THE LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
YOU AGREE TO INDEMNIFY AND HOLD THE CORPORATION AND ITS AFFILIATED PARTIES HARMLESS FROM AND AGAINST ANY THIRD PARTY CLAIM, CAUSE OF ACTION, DEMAND OR DAMAGES (INCLUDING ATTORNEYS’ FEES AND COSTS) RELATING TO OR ARISING OUT OF YOUR ENTRY INTO THE COMPETITION, USE OF THE SITE, OR YOUR BREACH OF THIS AGREEMENT (COLLECTIVELY REFERRED TO AS THE “CLAIMS”). THE CORPORATION RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY CLAIMS. YOU AGREE TO REASONABLY COOPERATE AS REQUESTED BY THE CORPORATION IN THE DEFENSE OF ANY CLAIMS.
You acknowledge that the Site may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Site in violation of these laws and regulations, directly or indirectly.
You grant the Corporation the irrevocable right to use your feedback and incorporate your suggestions into any of our products or services, including advertising or marketing for same, without any obligation to provide attribution or compensation to you or any third party.
ARBITRATION OF DISPUTES; CLASS ACTION WAIVER
Since we prefer to find ways to satisfy you as quickly and efficiently as possible, before initiating any arbitration proceeding, you agree to first discuss the matter informally with us for at least 45 days. To do that, please send your full name and contact information, your concern and your proposed solution by email to us at: firstname.lastname@example.org.
If we are unable to mutually agree upon a resolution after the 45-day period, YOU AGREE THAT ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify and as long as you agree to proceed only on an individual basis. You agree that any arbitration or litigation proceeding that you initiate against us shall be only in your individual capacity, and not as a representative or member of a class. You and the Corporation hereby waive the right to a jury trial.
The Federal Arbitration Act and federal arbitration law apply to this Agreement. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
It is important to us that we address any issues you might have promptly. To help us do that, you agree to begin any arbitration within one (1) year after your claim arose; otherwise, your claim is waived.
To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to the Corporation at:
Verb, Inc. Attn:
Chief Operating Officer
2201 E. Sixth Street
Austin, TX 78702
Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under its Commercial Arbitration Rules. If you’re an individual and use the Site for personal or household use, or if the value of the dispute is $75,000 or less whether or not you’re an individual or how you use the Site, its Supplementary Procedures for Consumer-Related Disputes will also apply. For more information, please visit the AAA website at http://www.adr.org or call 1-800-778-7879.
Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA’s rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Travis County, Texas or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section shall survive any termination or cancellation of this Agreement.
GOVERNING LAW; VENUE
You agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Texas, without regard to its conflicts of laws provisions, will govern this Agreement and any dispute of any sort that might arise between you and the Corporation. You agree that any claims, causes of action or disputes not subject to the arbitration provisions herein will be brought exclusively in courts located within the county of Travis, Texas, and you agree to submit to the personal and exclusive jurisdiction of such courts. You further agree that, regardless of any statute or law to the contrary, you must file any such claim or cause of action within one (1) year after such claim or cause of action arose or be forever barred.
CONTACTING THE COMPANY
If you have any questions about these Terms or otherwise need to contact the Corporation for any reason, you can reach our Customer Service at email@example.com.
This Agreement is the entire agreement between you and the Corporation regarding the subject matter hereof and supersedes all prior understandings, communications and agreements, oral or written, regarding its subject matter.
If any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be unenforceable, all other provisions of this Agreement will remain in full force and effect to the extent that they are not held invalid or unenforceable.
Any failure by us to enforce or exercise any provision of this Agreement, or any related right, will not constitute a waiver of that provision or right.
Those provisions of this Agreement that by their terms apply after this Agreement ends will survive any termination or cancellation of this Agreement.
The Corporation may assign this Agreement, in whole or in part, at any time without notice to you. You may not assign this Agreement or transfer any rights to use the Site; any such transfer by you shall be void.