Verdict Subscription Standard Terms

These Verdict Subscription Standard Terms (“Standard Terms”), are effective as of the date you purchase an applicable Subscription(“Effective Date”) and are by and between you (“Customer”) and Verdict LLC(“Verdict”).  Verdict and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

1.  Access and Use. 

(a)Click to Proceed.   Pursuant to the terms of these Standard Terms, Verdict will provide you with access to the Verdict platform and services as specified by your Subscription Click to Proceed Agreement.  The Click to Proceed Agreement is incorporated into these Standard Terms by reference.  To the extent that any conflict arises between these Standard Terms and the Click to Proceed Agreement, the Click to Proceed Agreement shall control.   

(b)Provision of Access. Subject to and conditioned on Customer’s payment of applicable fees and compliance with all other terms and conditions of these Standard Terms, the Click to Proceed Agreement and Verdict’s Terms of Use and Privacy Policy (collectively, the “Agreement”), Verdict hereby grants Customer and Customer users (“Authorized Users”) a non-exclusive, non-transferable right to access and use the Verdict platform, portal, services and any content thereon (the “Services”) during the Term, as defined on the Click to Proceed Agreement.  

(c)Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement.  All Authorized Users must accept the Verdict Terms of Use prior to accessing the Services and their use of the Services is conditioned upon their compliance with the terms of the Agreement.  Customer will be directly liable for its Authorized Users and for any failure by Authorized Users to abide by the use restrictions provided in the Terms of Use.  

(d)Reservation of Rights. Verdict reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Services or any IP contained thereon.

(e)Suspension. Notwithstanding anything to the contrary in this Agreement, Verdict may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Verdict reasonably determines that (A) there is a threat or attack on any of the Verdict IP; (B) Customer’s or any Authorized User’s use of the Verdict IP disrupts or poses a security risk to the Verdict IP or to any other customer or vendor of Verdict; (C) Customer, or any Authorized End User, is using the Verdict IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Verdict’s provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (ii) any vendor of Verdict has suspended or terminated Verdict’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance withSection 5(a)(iii)(any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Verdict shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Verdict shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Verdict will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

2.  Customer Responsibilities.  

(a)Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.

(b)Customer is solely responsible for: 

(i)understanding and running its business in accordance with applicable laws, including without limitation, the PACT law or any laws related to confirming age or identity, and the GDPR, CCPA or any laws related to consumer or third-party data privacy;

(ii)determining whether the Services are appropriate for Customer’s needs and obligations under applicable law; and

(iii)taking any additional steps necessary to ensure that Customer is in compliance with applicable law,

(c)Customer expressly acknowledges that Verdict is not liable for and is making no representations or warranties related to Customer’s obligations under Section 2(b) of this Agreement and that Verdict shall not be liable to Customer or to any third party for any claim related to Customer’s representations in this Section. 

3.  Fees and Payment.

    (a)  Fees. Customer shall pay Verdict the fees (”Fees”) as set forth in the Click to Proceed Agreement.  Verdict uses Shopify to collect payments and all Fees are subject to Shopify’s standard payment terms and conditions.    

    (b)Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Verdict’s income.

(c)Refunds.  Except as provided in this Section, Customer shall not be entitled to a refund for any reason.  In the event that Verdict terminates this Agreement without cause as provided in Section 7(b), the Customer shall be entitled to receive the unused pro-rata portion of its subscription fees.  Customer shall not be entitled to any refund in the event Verdict terminates this Agreement as provided in Section 7(b) for the following reasons: (i) Customer has breached this Agreement or the Terms of Service; (ii) Customer’s use of the Services is in violation of applicable law or otherwise creates a risk of damage or loss for Verdict or another third party; or (iii) Customer has failed to pay any outstanding amounts owed under this Agreement.

4.Customer Data. 

(a) The parties acknowledge that, as the terms are defined herein, Customer operates as a “Controller” and Verdict operates as a Processor for any personal information uploaded to the Services by a third-party that is a customer of Customer or that is otherwise interacting with Customer or Customer’s website or services (“Data Subjects”) (“Personal Information”).  “Controller” shall mean that, as between the Controller and the Processor, the party that determines the purpose and means of processing Personal Information.  “Processor” shall mean the party that processes Personal Data on behalf of the Controller.   

(b)Controller shall be solely responsible for: (i) ensuring that the collection, use and processing of Personal Information conducted by Controller or authorized by Controller to be performed by Processor under the Agreement is in accordance with applicable law, including without limitation, the GDPR, CCPA or other applicable laws; (ii) verifying that Controller is fully authorized to disclose or otherwise provide access to Personal Information to Processor as provided in this Agreement; and (iii) informing Processor in the event that any Personal Information is sensitive, special or otherwise subject to any heightened obligation under applicable law. 

(c)Controller is solely responsible for any obligations under applicable law to satisfy requests made by Data Subjects, including without limitation, access or deletion requests.  Processor will assist Controller responding to such requests upon Controller’s direct request.  If Processor receives a request for access or deletion directly from a Data Subject, Processor may, in its sole discretion, inform Controller of the request or fulfill the request directly without prior approval from Controller. 

(d)Controller authorizes Processor to disclose Personal Information to, or allow access to Personal Information by, third parties: (i) for the purposes of fulfilling its obligations under this Agreement; (ii) when required to do so by law; (iii) when Processor believes in good faith that disclosure is reasonably necessary to protect the property or rights of Controller, Processor, third parties or the public at large; or (iv) if Processor buys or sells assets to be used by the acquiror in accordance with this Agreement.  Processor agrees to impose obligations comparable to those contained in this Agreement on any third party prior to disclosing Personal Information.

(e)Controller acknowledges that Processor may use or disclose Personal Information that has been anonymized for any purpose. 

5.  Intellectual Property Ownership; Feedback.

(a)Verdict IP. Customer acknowledges that, as between Customer and Verdict, Verdict owns all right, title, and interest, including all intellectual property rights, in and to the Services, the Verdict trademarks, tradenames or other identifying marks, and any and all intellectual property provided to Customer or any Authorized User in connection with the Agreement (“Verdict IP”).

(b)Feedback. If Customer or any of its employees, Data Subjects, Authorized Users, or contractors send or transmit any communications or materials to Verdict by mail, email, telephone, or otherwise, suggesting or recommending changes to the Verdict IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), Verdict is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Verdict on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Verdict is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Verdict is not required to use any Feedback.

(c)Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Verdict may monitor Customer’s and Authorized User’s use of the Services and collect and compile data and information related to Customer’s use of the Services that is used by Verdict in an aggregate and anonymized manner (“Aggregated Data”). As between Verdict and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Verdict. Customer acknowledges that Verdict may make Aggregated Data publicly available in compliance with applicable law.

6.  Disclaimers, Limitations of Liability and Indemnity

Please read this section carefully since it limits the liability of Verdict and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Verdict Entities”).  Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.

A. The Services are Available “AS-IS”

Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, THE VERDICT IP AND SERVICES ARE PROVIDED “AS IS” AND VERDICT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VERDICT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, VERDICT MAKES NO WARRANTY OF ANY KIND THAT THE VERDICT IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.  The Verdict Entities make no warranty and disclaim all responsibility and liability for: (i) any actions any Verdict user, including without limitation, any Customer User or Data Subject; (ii) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any information on the Services; (iii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any content; (iv) the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Services; (v) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; (vi) any advice or information you receive through the Services; and (vii) any inaccuracies in the ID verification technology or the Services.  No advice or information, whether oral or written, obtained from the Verdict Entities or through the Services, will create any warranty not expressly made herein.

B. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VERDICT ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE VERDICT ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID VERDICT, IF ANY, IN THE PAST SIX MONTHS FOR ACCESS TO THE SERVICES GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE VERDICT ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

C. Indemnification

To the extent not prohibited by law, you expressly agree to indemnify and hold harmless the Verdict Entities from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third party claims, charges and investigations related to (1) your failure to comply with this Agreement, including without limitation, your responsibilities in Section 2; (2) the operation of your business or any claim or investigation that the operation of your business is in violation of applicable law, including without limitation, the PACT law or other laws about verifying age or identity; (3) your interaction with any Data Subject; (4) Personal Information or any claim that Personal Information was not collected, used, accessed, deleted or disclosed in accordance with the GDPR, CCPA or other applicable data law;(5) any claim, investigation, lawsuit, or other proceeding related to your use of the Services being in violation of applicable law, standard, duty or obligation;and (6) any activity in which you engage on or through the Services.

7.  Term and Termination.

    (a)  Term. The Term of the Agreement and any renewal terms are as provided in the Click to Proceed Agreement.  

    (b)  Termination. In addition to any other express termination right set forth in this Agreement, Verdict may terminate this Agreement for any reason on one (1) week’s notice.

    (c)  Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately lose access to the Services.  Verdict will not be liable for any damages or losses associated with the termination or expiration.  No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

    (d)  Survival.In all such cases of termination, the Terms shall terminate, including, without limitation, your license to use the Services, except those Sections you would expect to survive termination.  

8.  Miscellaneous.

    (a)  Entire Agreement. These Standard Terms, together with any other documents incorporated herein by reference, constitute the sole and entire agreement of the Parties with respect to the subject matter of these Standard Terms and supersede all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Standard Terms, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the Click to Proceed Agreement; (ii) second these Standard Terms; and (iii) third, any other documents incorporated herein by reference.

    (b)  Force Majeure. In no event shall Verdict be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Verdict’s reasonable control, including but not limited to acts of God, pandemic or epidemic, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

    (c)  Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

    (d)  Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

    (e)  Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio.  Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the County of Cuyahoga, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. You agree that you may only bring claims against Verdict related this Agreement or your use of the Serviceson an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. 

    (f)  Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Verdict. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

    (g)  Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.

    (h)  Equitable Relief. Customer acknowledges and agrees that a breach or threatened breach of its obligations under Section 2 would cause Verdict irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Verdict will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.